$11,400,000 city of thomasville (georgia) … · no dealer, broker, salesman or other person has...

NEW ISSUE RATINGS: Enhanced: Standard & Poor’s “AA+” BOOK-ENTRY ONLY Underlying: Standard & Poor’s “A-” See “MISCELLANEOUS -Ratings” herein. In the opinion of Bond Counsel, under existing law, and assuming compliance with the tax covenant described herein, interest on the Bonds is exempt from present State of Georgia income taxation and is excluded from gross income for federal income tax purposes. See, however, “LEGAL MATTERS -Tax Exemption” herein for a brief description of certain other possible federal tax consequences to certain recipients of interest on the Bonds.

$11,400,000 CITY OF THOMASVILLE (GEORGIA)

General Obligation School Bonds, Series 2012 Dated: Date of Issuance Due: April 1, as shown below The CITY OF THOMASVILLE GENERAL OBLIGATION SCHOOL BONDS, SERIES 2012 (the “Bonds”) will be issued by the City of Thomasville (the “City”) in registered form in the name of Cede and Co., as the nominee for The Depository Trust Company (“DTC”), New York, New York. Individual purchases of the Bonds must be made in book-entry form only in authorized denominations of $5,000 or any integral multiple thereof. Individual purchasers (“Beneficial Owners”) of the Bonds will not receive physical delivery of the Bonds. Transfers of the Bonds will be effected through a book-entry system as described herein. Interest on the Bonds will be payable on April 1 and October 1 of each year (each an “Interest Payment Date”), beginning October 1, 2012. So long as Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is the registered owner of the Bonds, disbursements of payments of principal of and interest on the Bonds to Cede & Co. is the responsibility of Regions Bank, Atlanta, Georgia, as Paying Agent; disbursements of such payments to DTC Participants is the responsibility of DTC; and disbursements of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants as more fully described herein. See “THE BONDS -Book-Entry Only System of Delivery of the Bonds” herein. The Bonds are being issued by the City to provide funds, together with other available funds of the School District of the City of Thomasville (the “School District”) to finance the costs of acquiring, constructing, and equipping certain capital outlay projects of the School District, capitalized interest on the Bonds, and the costs of issuance of the Bonds. See “THE BONDS - Sources and Uses of Funds” and “THE BONDS -The Projects” herein. The Bonds are not subject to redemption prior to maturity.

MATURITY SCHEDULE

Maturity Principal Amount Interest Rate Yield CUSIP

2014 $2,150,000 2.00% 0.75% 884612DW9 2015 2,195,000 3.00 1.00 884612DX7 2016 2,260,000 4.00 1.27 884612DY5 2017 2,350,000 4.00 1.58 884612DZ2 2018 2,445,000 4.00 1.85 884612EA6

The obligation to pay the principal of and interest on the Bonds is a general obligation debt of the City and constitutes a pledge of the full faith and credit and taxing power of the City. In addition, the payment of the Bonds is validly secured by the School District’s share of a special one percent sales and use tax for educational purposes, which is expected to commence being collected within Thomas County on January 1, 2013, for a period of time not to exceed 20 calendar quarters. Any liability on the Bonds which is not satisfied from the proceeds of the sales and use tax for educational purposes shall be satisfied from the general funds of the School District or the City, in which event the principal of and interest on the Bonds will be payable from ad valorem taxes levied, without limitation as to rate or amount, upon all taxable property within the City which is subject to taxation for school bond purposes, in an amount sufficient to pay the principal of and interest on the Bonds. As additional security for the Bonds, the School District will participate in the State of Georgia Intercept Program. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THE BONDS OR THE SECURITY THEREFOR. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. The Bonds are offered when, as and if issued by the City and received by the Underwriter, subject to the approval of legality by Gray Pannell & Woodward LLP, Savannah, Georgia, Bond Counsel. Certain legal matters will be passed upon for the City by its counsel, William C. Sanders, Alexander & Vann, LLP, Thomasville, Georgia, for the School District by its counsel, Kenneth M. Turnipseed, Whelchel & Carlton, LLP, Moultrie, Georgia, and for the Underwriter by its counsel, Gray Pannell & Woodward LLP, Savannah, Georgia. Delivery of the Bonds in definitive form is expected to be made through DTC in New York, New York, on or about April 12, 2012.

Morgan Keegan Date of Official Statement: March 29, 2012.

CITY OF THOMASVILLE

Mayor and Council

Max Beverly, Mayor Greg Hobbs, Mayor Pro Tempore

Roy Campbell Jay Flowers David Lewis

Appointed Officials

Steve Sykes, City Manager

Brenda Crowe, Chief Financial Officer

Board of Education of the City of Thomasville

Matthew Conyers, Jr., Chairman John Everett, Vice Chairman

Darrell Allen Todd Bennett Andrew Jones

Dr. Hazel T. Jones George Lilly

Appointed Officials

Sabrina Boykins-Everett, Superintendent

Dr. Daniel H. Oldham, Director of Finance

SPECIAL SERVICES

City Attorney

William C. Sanders Alexander & Vann, LLP

Thomasville, Georgia

Counsel to the School District

Kenneth M. Turnipseed Whelchel & Carlton, LLP

Moultrie, Georgia

City’s Auditors

Lanigan & Associates, P.C., Thomasville, Georgia

School District’s Auditors

State of Georgia Department of Audits

Atlanta, Georgia

Bond Counsel and Underwriter’s Counsel

Gray Pannell & Woodward LLP

Savannah, Georgia

Underwriter

Morgan Keegan & Company, Inc. Atlanta, Georgia

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TABLE OF CONTENTS Page INTRODUCTION ........................................................................................................................................ 1 The City ........................................................................................................................................... 1 The School District .......................................................................................................................... 1 Security and Sources of Payment for the Bonds .............................................................................. 1 Purpose of the Bonds ....................................................................................................................... 1 Description of the Bonds ................................................................................................................. 2 Tax Status ........................................................................................................................................ 2 Bond Registrar and Paying Agent .................................................................................................... 2 Professionals Involved in the Offering ............................................................................................ 2 Terms of the Offering ...................................................................................................................... 3 Continuing Disclosure ..................................................................................................................... 3 Additional Information .................................................................................................................... 3 THE BONDS ................................................................................................................................................ 4 General Description ......................................................................................................................... 4 Redemption ...................................................................................................................................... 4 Book-Entry Only System of Delivery of the Bonds ........................................................................ 4 Authority for Issuance of the Bonds ................................................................................................ 5 Validation of the Bonds ................................................................................................................... 6 Sources and Uses of Funds .............................................................................................................. 6 The Projects ..................................................................................................................................... 7 Investment of Moneys...................................................................................................................... 8 Requisition Procedure .................................................................................................................... 10 Change of Use of Bond Proceeds .................................................................................................. 11 Security and Sources of Payment for the Bonds ............................................................................ 11 Security from Ad Valorem Taxation ................................................................................. 11 Security from Educational Sales Tax ................................................................................ 11 Historical Educational Sales Tax Data ............................................................................ 12 Additional Security Provided by State of Georgia Intercept Program ............................. 13 Performance Audit ......................................................................................................................... 13 Enforcement of Remedies .............................................................................................................. 14 THE SCHOOL DISTRICT ......................................................................................................................... 15 Introduction .................................................................................................................................... 15 Board of Education ........................................................................................................................ 15 School Administration ................................................................................................................... 15 Operations ...................................................................................................................................... 15 Schools, 2011-2012 School Term .................................................................................................. 16 Enrollment ..................................................................................................................................... 16 Employees, Employee Relations, and Labor Organizations .......................................................... 17 Six Year General Fund History ...................................................................................................... 17 Accounting Policies ....................................................................................................................... 19 Budgetary Process .......................................................................................................................... 19 Employee Pension Plan.................................................................................................................. 20 Post-Employment Benefits ............................................................................................................ 21 Other Employee Benefits ............................................................................................................... 22 Governmental Immunity and Insurance Coverage ........................................................................ 22 CITY OF THOMASVILLE ........................................................................................................................ 24 Introduction .................................................................................................................................... 24 Government Format and Principal Officials .................................................................................. 24 Government Services and Facilities ............................................................................................... 24 Employees, Employee Relations ................................................................................................... 24 Population Information .................................................................................................................. 25 Per Capita Personal Income ........................................................................................................... 25 Bank Deposits ................................................................................................................................ 25 Industry and Employment .............................................................................................................. 26 DEBT STRUCTURE OF THE CITY OF THOMASVILLE ..................................................................... 28 Summary of City Debt by Category .............................................................................................. 28 Debt Limitations ............................................................................................................................ 28 Indebtedness of Overlapping Governmental Entities .................................................................... 29 Debt Service Schedule ................................................................................................................... 30

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CITY OF THOMASVILLE AD VALOREM TAXATION ....................................................................... 31 Introduction .................................................................................................................................... 31 Property Subject to Taxation ......................................................................................................... 31 Tax Relief Initiatives...................................................................................................................... 31 Assessed Value .............................................................................................................................. 32 Annual Tax Levy ........................................................................................................................... 32 Property Tax Collections ............................................................................................................... 33 Millage Rates ................................................................................................................................. 33 M & O Property Tax Digest ........................................................................................................... 34 M & O Tax Levies and Collections for the City and the School District ...................................... 35 Ten Largest Taxpayers ................................................................................................................... 36 CITY OF THOMASVILLE FINANCIAL INFORMATION .................................................................... 37 Five Year General Fund History .................................................................................................... 37 Accounting Policies ....................................................................................................................... 39 Auditors’ Reports ........................................................................................................................... 39 Budgetary Process .......................................................................................................................... 39 Employee Benefits ......................................................................................................................... 41 Governmental Immunity and Insurance Coverage ........................................................................ 41 LEGAL MATTERS .................................................................................................................................... 43 Litigation ........................................................................................................................................ 43 Legal Proceedings .......................................................................................................................... 43 Tax Exemption ............................................................................................................................... 43 Premium Bonds .............................................................................................................................. 44 Changes in Federal Tax Law ......................................................................................................... 44 MISCELLANEOUS ................................................................................................................................... 45 Ratings ........................................................................................................................................... 45 Underwriting .................................................................................................................................. 45 Representation of Parties ............................................................................................................... 45 Continuing Disclosure ................................................................................................................... 46 Financial Statements ...................................................................................................................... 46 Miscellaneous ................................................................................................................................ 47 Certification ................................................................................................................................... 47 Appendix A: CITY OF THOMASVILLE, GEORGIA GENERAL PURPOSE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010 Appendix B: CITY OF THOMASVILLE BOARD OF EDUCATION GENERAL PURPOSE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2010 Appendix C: PROPOSED FORM OF LEGAL OPINION OF BOND COUNSEL Appendix D: FORM OF THE CONTINUING DISCLOSURE CERTIFICATE

__________________________________ No dealer, broker, salesman or other person has been authorized by the City, the School District or Morgan Keegan & Company, Inc., Atlanta, Georgia, or its successor in interest (the “Underwriter”), or any other person to give any information or to make any representations other than those contained in this Official Statement, and, if given or made, such other information or representation must not be relied upon as having been authorized by the City, the School District, the Underwriter, or any other person. Except where otherwise indicated, all information contained in this Official Statement has been provided by the City and the School District. Sources other than the City or the School District are believed to be reliable, but are not guaranteed as to accuracy or completeness by the City, the School District or the Underwriter. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors 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 expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall create, under any circumstances, any implication that there has been no change in any of the information set forth herein since the date hereof or the earlier dates set forth herein as of which certain information contained herein is given.

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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 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation, or sale. The Bonds have not been registered under the Securities Act of 1933, and the Resolution has not been qualified under the Trust Indenture Act of 1939, in reliance on exemptions contained in such Acts.

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OFFICIAL STATEMENT

Relating to


GENERAL OBLIGATION SCHOOL BONDS, SERIES 2012

INTRODUCTION The purpose of this Official Statement, which includes the cover page and the appendices hereto, is to furnish information with respect to the proposed issuance and sale by the City of Thomasville (the “City”) of its CITY OF THOMASVILLE GENERAL OBLIGATION SCHOOL BONDS, SERIES 2012 (the “Bonds”). The information contained in this section entitled “INTRODUCTION” is a brief description of the terms of and security for the Bonds and does not purport to be comprehensive or definitive. A full review of the entire Official Statement, as well as the documents summarized or described herein, should be made. All undefined, capitalized terms used herein shall have the meaning ascribed to such terms in the Resolution (as defined herein) unless the context requires otherwise. The City The City of Thomasville, the issuer of the Bonds, is a municipal corporation of the State of Georgia, located in southwest Georgia, in Thomas County (the “County”), and was created and is existing under the laws of the State of Georgia. The City received its original charter in 1831. The 2010 population for the City was 18,413. The County is located on the Georgia/Florida border, approximately 55 miles south of Albany, Georgia, and approximately 35 miles north of Tallahassee, Florida. Adjacent Georgia counties are Grady County (west), Mitchell County (northwest), Colquitt County (northeast), and Brooks County (east). For more detailed information, see “THE CITY OF THOMASVILLE.” The School District The Charter of the City authorizes the Board of Education of the City of Thomasville (the “Board of Education”) to regulate the operations of the system of public schools located within the corporate limits of the City, known as the School District of the City of Thomasville (the “School District”). The Board of Education is fiscally dependent upon the City because the Mayor and Council must approve the School District’s annual budget, levy the necessary taxes for the School District, and issue general obligation debt for the School District. For more detailed information, see “THE SCHOOL DISTRICT.” Security and Sources of Payment for the Bonds The Bonds are general obligations of the City and will constitute a pledge of the full faith and credit of the City. Principal of and interest on the Bonds are payable first from the School District’s share of the receipts of a special one percent (1%) sales and use tax for educational purposes (the “Educational Sales Tax”), which is expected to commence being collected in the County on January 1, 2013, for a period of time not to exceed 20 calendar quarters, and then, to the extent necessary, from ad valorem taxes which may be levied, without limitation as to rate or amount, upon all taxable property subject to taxation for school bond purposes within the territorial limits of the City. Prior to the issuance of the Bonds, the Mayor and Council of the City will provide for the assessment and collection of an ad valorem tax within the City in an amount which, together with the School District’s portion of its receipts of the Educational Sales Tax, will be sufficient to pay the principal of and interest on the Bonds as they become due and payable. As additional security for the Bonds, the School District will participate in the State of Georgia Intercept Program. For more detailed information, see “THE BONDS -Security and Sources of Payment for the Bonds” and “CITY OF THOMASVILLE AD VALOREM TAXATION.” Purpose of the Bonds The Bonds are being issued to provide funds to finance the cost, in whole or in part, of (i) acquiring, constructing, and equipping certain capital outlay projects (the “Projects”) of the School District, (ii) capitalized interest on the Bonds, and (iii) paying certain expenses relating to the sale and

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issuance of the Bonds. For more detailed information, see “THE BONDS - Sources and Uses of Funds” and “THE BONDS -The Projects.” Description of the Bonds Redemption. The Bonds are not subject to redemption by the City prior to their respective maturities. Denominations. Individual purchases of the Bonds may be made in book-entry form only in denominations of $5,000 or any higher integral multiple thereof. Registration and Transfer. The Bonds will be registered in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the Bonds. Manner of Making Payment. Interest on the Bonds is payable on April 1 and October 1 in each year (each an “Interest Payment Date”), commencing October 1, 2012. The Bonds bear interest at the rates per annum, and mature on April 1 in the years and amounts, set forth on the front cover page hereof.

So long as DTC or its nominee is the registered owner of the Bonds, principal of and interest on the Bonds are payable by wire transfer by the Paying Agent to Cede & Co., as nominee for DTC which, in turn, will remit such amounts to DTC Participants (as defined herein) for subsequent disbursement to the Beneficial Owners (as defined herein). For more detailed information on the Bonds, see “THE BONDS.” Tax Status In the opinion of Bond Counsel, subject to the limitations and conditions described under “LEGAL MATTERS -Tax Exemption,” interest on the Bonds is exempt from present State of Georgia income taxation, is excluded from gross income for federal income tax purposes, and is not an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations; however, such interest will be taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. See Appendix C for the proposed form of opinion of Bond Counsel to be delivered in connection with the issuance of the Bonds. For a more complete discussion of such opinion and certain other tax consequences of owning the Bonds, including certain exceptions to the exclusion of the interest on the Bonds from federal gross income, see “LEGAL MATTERS - Tax Exemption” herein. Bond Registrar and Paying Agent Regions Bank, Atlanta, Georgia, will act as Bond Registrar and Paying Agent for the Bonds. Professionals Involved in the Offering Certain legal matters pertaining to the City and its authorization and issuance of the Bonds are subject to the approving opinion of Gray Pannell & Woodward LLP, Savannah, Georgia, Bond Counsel. Certain legal matters will be passed on for the City by its counsel, William C. Sanders, Alexander & Vann, LLP, Thomasville, Georgia, for the School District by its counsel, Kenneth M. Turnipseed, Whelchel & Carlton, LLP, and for the Underwriter by its counsel, Gray Pannell & Woodward LLP, Savannah, Georgia. The general purpose financial statements of the City for the fiscal year ended December 31, 2010 and for the year then ended, attached hereto as Appendix A, have been audited by Lanigan & Associates, P.C., Certified Public Accountants, Thomasville, Georgia, to the extent and for the period indicated in their report thereon which appears in Appendix A hereto. The general purpose financial statements of the Board of Education as of June 30, 2010 and for the year then ended, attached hereto as Appendix B, have been audited by the State of Georgia Department of Audits and Accounts, Atlanta, Georgia, to the extent and for the period indicated in its report thereon which appears in Appendix B hereto.

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Terms of the Offering Authority for Issuance. The Bonds are to be issued under authority of the Constitution of the State of Georgia, the general laws of the State of Georgia, and a joint bond resolution adopted on March 29, 2012 (the “Resolution”), by the Mayor and Council of the City and the Board of Education. The issuance of the Bonds was approved by a majority of the votes cast in the City in a referendum held in the City on November 8, 2011 (the “Referendum”). Offering. The Bonds are offered when, as, and if issued by the City and accepted by the Underwriter, subject to prior sale and to withdrawal or modification of the offer without notice, to approval of legality by Gray Pannell & Woodward LLP, Bond Counsel, and to validation by the Superior Court of Thomas County. Delivery. The Bonds in definitive form are expected to be delivered through DTC in New York, New York on or about April 12, 2012. Continuing Disclosure The City and the School District will sign a Continuing Disclosure Certificate on the date of the sale of the Bonds, which will allow the Underwriter of the Bonds to comply with Securities and Exchange Commission Rule 15c2-12(b)(5). See “MISCELLANEOUS -Continuing Disclosure” and “Appendix D: FORM OF THE CONTINUING DISCLOSURE CERTIFICATE.” The City is current on its disclosure obligations relating to its outstanding obligations. Additional Information This Official Statement and the Appendices hereto contain brief descriptions of, among other matters, the City, the School District, the Bonds, the Resolution, and the security and sources of payment for the Bonds. Such descriptions and information do not purport to be comprehensive or definitive. All references herein to, or summaries of, the Resolution or any other document or any constitutional provision or statute are qualified in their entirety by the exact terms of such documents or constitutional provision or statute. All references herein to, or summaries of, the Bonds are qualified in their entirety by the definitive form thereof and the provisions with respect thereto included in the Resolution. Copies of all documents described herein are available upon request, prior to the delivery of the Bonds, from Morgan Keegan & Company, Inc., Two Buckhead Plaza, Suite 702, 3050 Peachtree Road, N.W., Atlanta, Georgia 30305, telephone (404) 240-6840, and after delivery of the Bonds, upon payment to the City of a charge for copying, mailing and handling, from the City of Thomasville, P.O. Box 1540, Thomasville, Georgia 31799-1540, telephone (229) 227-6987.

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THE BONDS General Description The Bonds, dated as of the date of issuance and delivery thereof will bear interest at the rates per annum, calculated on the basis of a 360-day year consisting of twelve 30-day months, and mature on April 1 in the years and amounts, set forth on the cover page hereof. Interest shall be payable on April 1 and October 1 of each year, beginning October 1, 2012. Redemption The Bonds are not subject to redemption prior to maturity. Book-Entry Only System of Delivery of the Bonds The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Bonds. The 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 Bond certificate will be issued for each maturity of the Bonds, in the principal amount of such maturity, and will be deposited with DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of 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 www.dtcc.com and www.dtc.org. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each 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 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 Securities, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all 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 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 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such 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

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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 Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Securities 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. Redemption notices shall be sent to DTC. If less than all of the 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 Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to an issuer 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 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the 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 School District or 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, Paying Agent, or School District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the School District or 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. A Beneficial Owner shall give notice to elect to have its Bonds purchased or tendered, through its Participant, to Paying Agent, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the Participant’s interest in the Bonds, on DTC’s records, to Paying Agent. The requirement for physical delivery of Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered Securities to Paying Agent’s DTC account. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the School District or Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, security certificates are required to be printed and delivered. The School District may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, security 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 School District believes to be reliable, but the School District takes no responsibility for the accuracy thereof. Authority for Issuance of the Bonds On August 23, 2011, the Board of Education adopted a joint resolution (the “Joint Resolution”) with the Board of Education of Thomas County, the managing and controlling body for the Thomas County School District, reimposing the Educational Sales Tax within the County and authorizing the issuance of general obligation debt of the City in the maximum principal amount of $12,000,000 (the “Debt”), conditioned upon approval by a majority of the qualified voters residing within the County and

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the City voting in the Referendum. The Joint Resolution and the notice of Referendum stipulated an interest rate for the Bonds not exceeding six percent (6.0%) per annum. The Mayor and Council of the City adopted a resolution on September 12, 2011, approving and ratifying the recitals, declarations, and findings made by the Board of Education in the Joint Resolution and authorizing the issuance of general obligation debt of the City, in the maximum principal amount of $12,000,000, for the purpose of financing certain capital outlay projects of the School District, to be secured by the School District’s portion of the Educational Sales Tax, conditioned upon approval by a majority of the qualified voters residing within the County and within the City voting in the Referendum. The Referendum was held in accordance with Article 14 of Chapter 2 of Title 21 of Official Code of Georgia Annotated (“O.C.G.A.”). The canvass of the Referendum showed the County-wide results to be 3,307 votes cast in favor of imposing the Educational Sales Tax and 1,614 votes cast against imposing the Educational Sales Tax, a 67% approval from the voters in the County voting in the Referendum, and of these results, 1,616 were votes cast in the City in favor of imposing the Educational Sales Tax and 741 were votes cast in the City against imposing the Educational Sales Tax, a 69% approval from the voters in the City voting in the Referendum. Approval of the imposition of the Educational Sales Tax constitutes approval by the voters of the City for the issuance by the City of general obligation school bonds in the maximum principal amount of $12,000,000; however, the City anticipates issuing no more than $11,400,000 of said Debt. The Bonds are being issued pursuant to the authority granted by (i) the Constitution of the State of Georgia, particularly Article VIII, Section VI, Paragraph IV of the Constitution, (ii) the general laws of the State of Georgia, particularly the Sales Tax for Educational Purposes, codified in O.C.G.A. § 48-8-140, et seq., (iii) the results of the Referendum, and (iv) the Resolution. Validation of the Bonds The Bonds and the security therefor were confirmed and validated on February 23, 2012, in accordance with the procedures of Article 2 of Chapter 82 of Title 36 of Official Code of Georgia Annotated, by the Superior Court of Thomas County prior to the issuance and delivery thereof. Sources and Uses of Funds

Sources of Funds: Proceeds from Sale of Bonds1 ......................................................... $12,385,144.85 Total: ..................................................................... 12,385,144.85 Uses of Funds: Costs of Projects2 ............................................................................ $11,950,000.00 Capitalized Interest ......................................................................... 183,576.25 Costs of Issuance3 ........................................................................... 251,568.60 Total: ..................................................................... $12,385,144.85 ________________ 1 Includes original issue premium of $985,144.85. 2 See “THE BONDS -The Projects.” 3 Includes Underwriter’s discount and expenses, estimated legal and accounting fees, printing and engraving costs,

validation court costs, rating agency fee, and other fees and expenses associated with the issuance of the Bonds. Concurrently with the issuance and delivery of the Bonds, the Underwriter’s Discount shall be paid, all costs and expenses in connection with the issuance and sale of the Bonds, including without limitation the fees and expenses of accountants, attorneys, and the cost of printing, validation fees, and other miscellaneous fees and expenses shall be paid to those persons entitled to receive the same, and the balance of the proceeds from the sale of the Bonds shall be deposited in the CITY OF THOMASVILLE GENERAL OBLIGATION SCHOOL BONDS, SERIES 2012 CONSTRUCTION FUND (the “Construction Fund”) created pursuant to the terms of the Resolution.

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The Projects Description of the Projects. The proceeds of the Bonds will fund in part the Projects, which consist of the following items:

(a) Renovations, new construction, and improvements to Thomasville High School to include a new gymnasium with male and female weight rooms and locker rooms; parking lot improvements and/or construction of new parking areas; media center improvements; HVAC systems replaced/repaired as needed; furnishings; storm drain improvements; new intercom system; athletic facilities improvements; electrical systems upgrades; science lab renovations; energy conservation/management system; and exterior renovations; (b) Renovations, new construction, and improvements to MacIntyre Park Middle School & Scholars Academy Building to include new classroom/multi-purpose room building; HVAC repairs/replacements as needed; renovations to existing gym to include seating upgrades, window replacements, restroom and locker room renovations, roof renovations, and new paint; auditorium stage curtain replacement(s); furnishings; and energy conservation/management system; (c) Renovations, new construction, and improvements to Harper Elementary School to include kitchen expansion and renovation; HVAC repairs/replacements as needed; energy conservation/managements system; media center expansion and renovations; additional classrooms (as per enrollment trends); and furnishings; (d) Renovations, new construction, and improvements to Jerger Elementary School to include new roof for PK building; HVAC repair/replacements as needed; energy conservation/management system; and furnishings; (e) Renovations, new construction, and improvements to Scott Elementary School to include HVAC repair/replacements as needed; energy conservation/management system; furnishings; and window replacements in 1962 and 1992 buildings; and (f) Renovations, new construction, and improvements made system-wide to include stadium renovations to include new lighting and renovations to restrooms and concession areas; new lighting for the practice field; lighting for the high school track; drainage improvements for the baseball field; new buses and new maintenance vehicles; new fleet vehicles; video equipment and video editing equipment; new driver's education vehicles; printers/copiers upgrades; administrative computers and other technology upgrades; technology infrastructure upgrades; textbook replacements; athletic and fine arts equipment; property acquisition/renovation of the Federal building and administrative furnishing; fine arts equipment including art equipment, band, and orchestra instruments and uniforms; and school security systems upgrades.

The City and the Board of Education anticipate that all Projects to be financed from Bond proceeds will be completed by March 1, 2015. Although the Board of Education believes it can achieve this construction schedule, unforeseen circumstances can occur when remodeling or repairing older buildings, which may delay completion of the Projects.

Plans and specifications for the projects that have begun to be designed or that have been completed were prepared by the architecture firm of JinRight Ryan & Lynn, Thomasville, Georgia. After the architects complete and the Board of Education approves a set of plans and specifications for the Projects, the Board of Education will submit the plans and specifications to the Facilities Services Unit of the State of Georgia Department of Education for approval. After the plans and specifications are approved, the Board of Education will solicit bids for general contractors. After this selection and approval, the general contractors will select the construction sub-contractors. The Board of Education anticipates advertising the first projects for bid by April 1, 2012, and anticipates construction to begin by June 1, 2012, and to be completed by August 1, 2013. The Board of Education anticipates the final projects will be advertised for bid by December 1, 2016, with construction to be completed by September 1, 2017.

Contractors engaged in the construction of the Projects will be required to obtain performance

and payment bonds, a certificate of insurance for general liability, a certificate of insurance for workers’ compensation, a certificate of insurance/auto liability and excess liability, and evidence of property insurance for builder’s risk.

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Plan of Financing. The Board of Education and the City have developed a plan to finance all of the Projects from a combination of proceeds from the sale of the Bonds and investment earnings thereon, its portion of the Educational Sales Tax and funds anticipated from the State of Georgia Department of Education, the aggregate amount of which is expected to be sufficient to provide funding for the Projects. See “THE BONDS - Sources and Uses of Funds” herein. Investment of Moneys

Construction Fund Moneys. The moneys in the Construction Fund will be held by Thomasville National Bank, Thomasville, Georgia, as the Construction Fund Custodian (the “Construction Fund Custodian”) and will be disbursed by the Construction Fund Custodian to pay the costs of the Projects. Moneys in the Construction Fund which are not needed at the time to pay current obligations during the construction and equipping of the Projects may be invested, upon direction to the Construction Fund Custodian from the Board of Education, in any of the following investments allowed by O.C.G.A. § 36-82-7, and no others:

(a) The local government investment pool created in O.C.G.A. § 36-83-8; or (b) The following securities and no others:

1. Bonds or other obligations of the School District, or bonds or obligations of the

State or other states or of other counties, municipal corporations and political subdivisions of the State;

2. Bonds or other obligations of the United States or of subsidiary corporations of

the United States government, which are fully guaranteed by such government; 3. Obligations of and obligations guaranteed by agencies or instrumentalities of the

United States government, including those issued by the Federal Land Bank, Federal Home Loan Bank, 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 nationally recognized rating service of at least one of the three highest rating categories available and have a nationally recognized market;

4. 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 of both 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;

5. Certificates of deposit of national or state banks located within the State 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 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 depositary, custodian or trustee for any such bond proceeds. The portion of such certificates of deposit in excess of 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, if any, 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 or with a trust office within the State, of one or more of the following securities in an aggregate principal amount equal at least to the amount of such excess: direct and general obligations of the State or other states or any county or municipal corporation in the State, obligations of the United States or subsidiary corporations included in paragraph 2 above, obligations of the agencies and instrumentalities of the United States government included in paragraph 3 above, or bonds, obligations, or project notes of public housing agencies, urban renewal agencies, or municipalities included in paragraph 4 above;

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6. 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:

(A) the portfolio of such investment company or investment trust or common

trust fund is limited to the obligations referenced in paragraphs 2 and 3 above and repurchase agreements fully collateralized by any such obligations;

(B) such investment company or investment trust or common trust fund takes

delivery of such collateral either directly or through an authorized custodian; (C) such investment company or investment trust or common trust fund is

managed so as to maintain its shares at a constant net asset value; and (D) 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 the State; and

7. 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 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 with respect to the investment or reinvestment of such moneys.

Other Moneys. (a) Pursuant to the Resolution it is authorized to be established, prior to or concurrently with

the issuance and delivery of the Bonds, two special accounts designated the CITY OF THOMASVILLE GENERAL OBLIGATION SCHOOL BONDS, SERIES 2012 DEBT SERVICE ACCOUNT (the “Debt Service Account”) and the CITY OF THOMASVILLE EDUCATIONAL SALES TAX PROJECTS ACCOUNT (the “Projects Account”). Money in each of said accounts shall be held and kept separate and apart from all other funds of the School District and shall not in any manner be commingled with other funds of the School District. The Debt Service Account and the Projects Account will be maintained and held in trust by the School District with the custodian of each of said accounts and the owners of the Bonds shall have a beneficial interest therein.

(b) All capitalized interest, if any, on the Bonds, all proceeds of the Educational Sales Tax disbursed to the School District by the State Department of Revenue, Sales and Use Tax Division, any sales and use tax for educational purposes which hereafter may be authorized for the purpose of paying Debt Service, and any ad valorem tax levied for payment of the Bonds shall be deposited in the Debt Service Account until sufficient moneys have accumulated therein to satisfy the Debt Service Requirement on the Bonds for the current bond year. At such time as sufficient moneys have been deposited into the Debt Service Account to meet the Debt Service Requirement on the Bonds in the current bond year, the monthly Educational Sales Tax receipts shall be deposited into the Projects Account until the first day of the following bond year, at which time Educational Sales Tax receipts shall recommence being deposited into the Debt Service Account.

(c) Expenditures for the Projects may be paid from proceeds of the Educational Sales Tax deposited in the Projects Account. In making withdrawals from the Projects Account, the Board of Education shall follow the same requisition procedures as outlined below in “THE BONDS – Requisition Procedures.”

(d) Payment of the principal of and interest on the Bonds shall be made first from the Debt Service Account.

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(e) The Board of Education has given or shall give notice to the Commissioner of the

Department of Revenue of the State of the results of the Referendum authorizing the imposition of the Educational Sales Tax and collection thereof, and instructions for the remittance of the Educational Sales Tax to the debt service account custodian.

Moneys in the Debt Service Account and the Projects Account shall be invested pursuant to

O.C.G.A. § 36-80-3 and O.C.G.A. § 36-83-4.

O.C.G.A. § 36-80-3 provides that the governing body of the School District, or the financial officer of the School District to whom investment authority is delegated pursuant to O.C.G.A. § 36-80-4, in addition to other legal investments, may invest and reinvest money subject to its control and jurisdiction in:

(a) obligations of the United States and of its agencies and instrumentalities, or obligations fully insured or guaranteed by the United States government or by one of its agencies;

(b) bonds or certificates of indebtedness of the State of Georgia and of its agencies and instrumentalities; and

(c) certificates of deposit of banks which have deposits insured by the Federal Deposit Insurance Corporation (“FDIC”); provided, however, that portion of such certificates of deposit in excess of the amount insured by the FDIC must be secured by direct obligations of the 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.

O.C.G.A. § 36-83-4 provides that the governing body of the School District, or the financial officer of the School District to whom investment authority is delegated, may invest and reinvest money subject to its control and jurisdiction in:

(a) obligations of the State of Georgia or of other states;

(b) obligations issued by the United States government;

(c) obligations fully insured or guaranteed by the United States government or by one of its agencies;

(d) obligations of any corporation of the United States government;

(e) prime bankers’ acceptances;

(f) the local government investment pool established by O.C.G.A. § 36-83-8;

(g) repurchase agreements; and

(h) obligations of other political subdivisions of the State of Georgia. Requisition Procedure

All payments from the Construction Fund shall be made upon checks signed by an officer of the School District properly authorized to sign on its behalf, but before such officer shall sign any such checks (other than checks issued in payment for the Costs of Issuance which shall not require the hereinafter described requisition and certificate but shall require an invoice for such payment) there shall be filed with the School District a requisition and certificate signed by the person or persons so designated in writing by the Chairman of the Board of Education or the Superintendent of the School District (the “Project Superintendent”) certifying the following: (i) the amount to be paid and the name of the person, firm or corporation to whom payment is due, (ii) that an obligation has been incurred by the Board of Education, that the same is a proper charge and has not been paid, and that the project superintendent has a copy of the invoice for the obligation, (iii) that the Project Superintendent has no notice of any liens or rights to liens which should be satisfied before such payment is made, (iv) that such requisition contains no item representing retained percentages which the Board of Education is entitled to

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retain, and (v) that the materials, supplies or equipment invoiced were actually installed in or about the construction site or delivered at the site for that purpose. Change of Use of Bond Proceeds

O.C.G.A. § 36-82-4.2 allows the Board of Education, subsequent to the issuance of the Bonds, to expend the proceeds of the Bonds, including interest earnings thereon, for purposes of a nature substantially similar to the purpose stated in the election notice or to reduce the bonded indebtedness of the School District, provided certain conditions are met. First, the Board of Education must adopt a resolution by a two-thirds’ majority vote declaring that (1) a portion of the proceeds of the Bonds remains after the purpose stated in the election notice has been accomplished, (2) the purpose stated in the election notice is no longer necessary, or (3) circumstances have changed such that expenditure of all or part of the proceeds of the Bonds is no longer practicable or feasible and setting forth the reason the proceeds of the Bonds were not expended for the purpose stated in the election notice and stating the purpose for which the proceeds of the Bonds will be expended. Second, the Board of Education, not earlier than ten days prior to expending such Bond proceeds, must publish the resolution described above once in the official Thomas County newspaper. In addition, a copy of the resolution described above must be sent by registered or certified mail to the Paying Agent for the Bonds. Security and Sources of Payment for the Bonds Security from Ad Valorem Taxation. The Bonds will constitute general obligation debt of the City within the meaning of Article IX, Section V, Paragraph I of the Constitution of Georgia and will count against the limitation on debt contained therein. See “DEBT STRUCTURE OF THE CITY OF THOMASVILLE -Debt Limitations.” Said limitation requires that the debt of the City never exceed 10% of the assessed value of taxable property within the territorial limits of the City. Any liability on such debt which is not satisfied from the School District’s portion of the proceeds of the Educational Sales Tax shall be satisfied from the general funds of the Board of Education or the City, including the levy of any ad valorem tax for such purposes, in which event the principal of and interest on the Bonds will be payable from ad valorem taxes levied, without limitation as to rate or amount, upon all taxable property within the City which is subject to taxation for school bond purposes, in an amount sufficient to pay the principal of and interest on the Bonds. Prior to the issuance of the Bonds, the Mayor and Council of the City, as required by Article IX, Section V, Paragraph VI of the Constitution of Georgia, will provide for the assessment and collection of an ad valorem tax on all taxable property within the territorial limits of the City subject to taxation for school bond purposes in an amount, which, together with the Educational Sales Tax collections of the School District, will be sufficient to pay the principal of and interest on the Bonds as the same become due and payable. The proceeds of the ad valorem tax assessed to pay the principal of and interest on the Bonds, together with any other moneys collected for such purpose, shall be placed, pursuant to Article IX, Section V, Paragraph VI of the Constitution of the State of Georgia, in the Debt Service Account, as a sinking fund, to be used exclusively for paying the principal of and interest on the Bonds. Such moneys shall be held and kept separate and apart from all other revenues collected by the City or the School District. Security from Educational Sales Tax. Payment of the principal of and interest on the Bonds will be secured by, and will be first payable from, the School District’s pro-rata share of the Educational Sales Tax (36.5%), which will be levied in the City at the rate of 1% for a period of time not to exceed five years, beginning January 1, 2013, for a period of time not to exceed 20 calendar quarters. Under Georgia law, the net proceeds of a sales and use tax for educational purposes is distributed between a county school district and an independent school district located in such county according to the ratio the student enrollment in the county school district and the independent school district each bear to the total of such student enrollment. Student enrollment is based on the latest count prior to the referendum on the question of imposing such tax. The Educational Sales Tax will be distributed 63.5% to the Thomas County School District and 36.5% to the School District.

The City and the Board of Education have pledged the total receipts and credits of the Educational Sales Tax received by the School District to the payment of the Bonds, and pursuant to the Resolution, the Board of Education shall cause the proceeds of the Educational Sales Tax received by it to be deposited to the Debt Service Account. The City has covenanted to pay to the Paying Agent, on or before each Interest Payment Date, amounts sufficient to pay the interest, or principal and interest, on the Bonds on such dates. The Board of Education estimates that the receipts of its portion of the Educational Sales Tax will be sufficient to meet debt service requirements on the Bonds.

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All funds provided by the Educational Sales Tax and any moneys received by the City from any ad valorem tax levied and collected for payment of the Bonds are pledged irrevocably to and appropriated for the payment of the principal of and interest on the Bonds so that all of the Bonds, as to both principal and interest, shall be fully paid as the same mature and become due. The costs of the Projects may be paid from proceeds of the Educational Sales Tax and from proceeds of the Bonds; provided, however, that no part of the proceeds from the Educational Sales Tax received by the School District in any year shall be used for payment of such purposes until all debt service requirements of the Bonds for that year have first been satisfied from the Debt Service Account.

Pursuant to Article VIII, Section VI, Paragraph IV of the Constitution of Georgia and Part 2 of Article 3 of Chapter 8 of Title 48 of the Official Code of Georgia Annotated (collectively, the “Educational Sales Tax Act”) and the results of the Referendum, the imposition of the Educational Sales Tax has been authorized upon the retail purchase, retail sale, rental, storage, use, and consumption of tangible personal property, and upon the services described and set forth in the Georgia Retailers’ and Consumers’ Sales and Use Tax Act (O.C.G.A. § 48-8-1, et seq.) (the “State Sales Tax Act”) within the County, subject to numerous exemptions. The Educational Sales Tax is to correspond as nearly as practicable, except as to rate, with the four percent (4%) State of Georgia sales and use tax (the “State Sales Tax”) levied pursuant to the State Sales Tax Act, except that the Educational Sales Tax applies to sales of motor fuels, food, and beverages, and except that sales of tangible personal property ordered by and delivered to a purchaser outside the County shall not be subject to the Educational Sales Tax regardless of the point at which title passes, and building and construction materials are not subject to the Educational Sales Tax when the contract pursuant to which the materials are purchased or used was advertised for bid prior to the voters’ approval of the imposition of the tax and the contract was entered into as a result of a bid actually submitted in response to the advertisement prior to approval of the imposition of the tax. A reciprocal credit is also allowed against the Educational Sales Tax for any amounts paid pursuant to any local sales and use tax on tangible personal property purchased outside the County.

The Educational Sales Tax shall be administered and collected by the Department of Revenue,

Sales and Use Tax Division (the “Collection Agent”) of the State of Georgia in the same manner as the State Sales Tax. On or before the 20th day of each month, Educational Sales Tax proceeds collected by retailers are required to be paid for the preceding month, except for retailers or providers of services with a very small tax liability who remit taxes to the Collection Agent quarterly. Retailers or providers of services are allowed, as a collection fee, a percentage of the amount of Educational Sales Tax receipts due to the Department of Revenue in the form of a deduction in paying the amount due, if said receipts are not delinquent at the time of payment to the Department of Revenue. The rate of the deduction shall be the same as the rate from time to time authorized for deductions under the State Sales Tax. The following deductions are allowed: (1) 3% of the first $3,000 of Educational Sales Tax reported due on each monthly return (other than Educational Sales Tax on motor fuel), (2) 0.50% of Educational Sales Tax in excess of $3,000 reported due on each monthly return (other than Educational Sales Tax on motor fuel), and (3) 3% of Educational Sales Tax on motor fuel reported due on each monthly return.

The proceeds of the Educational Sales Tax collected by the Collection Agent are required to be disbursed as soon as practicable after collection. One percent of the amount collected is retained by the Collection Agent and paid into the general fund of the state treasury to defray the costs of administration.

Pursuant to the Educational Sales Tax Act, excess proceeds of the Educational Sales Tax which remain following expenditure of proceeds for the Projects or purposes for education as described in the notice of the Referendum shall be used solely for the purpose of reducing any indebtedness of the School District. In the event there is no indebtedness, such excess proceeds shall be used for the purpose of reducing the maintenance and operations millage rate of the School District in an amount equivalent to the amount of such excess proceeds. Historical Educational Sales Tax Data. The current special one percent sales and use tax for educational purposes began being collected in the County on January 1, 2008, and is scheduled to cease being collected on December 31, 2012, as approved by the majority of the voters of the School District and the Thomas County School District voting in an election held for such purposes on March 20, 2007.

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Set forth below is the School District’s share of the sales and use tax for educational purposes distributed by the Collection Agent to the School District as of December 31 in the years 2007 through 2011. During 2007, the net proceeds of the tax were distributed 36.0% to the School District and 64.0% to the Thomas County School District based on the FTE count prior to the September 17, 2002, election. In 2008 through 2011, the net proceeds of the tax were distributed 32.8% to the School District and 67.2% to the Thomas County School District based on the FTE count prior to the March 20, 2007, election.

Year Total Distributions of the

Educational Sales Tax School District’s Share of the Educational Sales Tax

Percentage Change

2007 $7,853,898.15 $2,826,382.34 -- 2008 7,388,186.18 2,463,620.70 (12.8)% 2009 7,052,942.26 2,313,364.90 (6.1) 2010 7,113,925.75 2,333,366.95 0.9 2011 7,400,094.45 2,427,230.33 4.0

Source: State of Georgia Department of Revenue. The pro rata distribution of the Educational Sales Tax will differ from that of the Historical Educational Sales Tax Data shown above. The Educational Sales Tax will be distributed 36.5% to the School District and 63.5% to the Thomas County School District. Under State law, the net proceeds of the Educational Sales Tax will be distributed between the School District and the Thomas County School District according to the ratio of student enrollment based on the latest FTE count prior to the Referendum. The FTE count prior to the Referendum showed that the School District had 2,829 students (36.5%) and the Thomas County School District had 4,916 students (63.5%). The historical sales tax data presented above should not be considered to represent future results that may be obtained by the School District from Educational Sales Tax collections. Although the Board of Education believes that future financial results will be comparable to, or exceed, those set forth above, certain of the assumptions upon which it presently is relying may not materialize, and unanticipated events and circumstances, such as a recession, may occur that may adversely affect such results. Additional Security Provided by State of Georgia Intercept Program. Prior to the issuance of the Bonds, the Board of Education, pursuant to O.C.G.A. § 20-2-480, will notify the State of Georgia Board of Education (the “State Board”) of the proposed issuance of the Bonds and authorize and direct the State Board to withhold and transfer School District funds as hereinafter set forth. Under the terms of the Resolution, the Debt Service Account Custodian is required to transfer to the Paying Agent for the Bonds such amounts of moneys as are necessary to provide for the payment of the interest or principal and interest on the Bonds coming due each Interest Payment Date. Under the terms of the Resolution, if on the 15th day of the calendar month preceding each Interest Payment Date (or, if such 15th day is not a business day, the next succeeding business day) there shall not be on deposit in the Debt Service Account an amount sufficient to pay in full the interest or principal and interest coming due on the Bonds on such Interest Payment Date, as the case may be, and the School District does not immediately remedy the deficiency, the Custodian of such account shall notify the State Board of the amount of any such deficiency. Upon such notification, the State Board will withhold such amount from any state appropriation to which the Board of Education may be entitled and thereafter transfer the amount so withheld to the Debt Service Account Custodian not less than two business days prior to such payment date. Performance Audit

If the Educational Sales Tax generates annualized proceeds of $5 million or more per year, the Board of Education will need to contract with an outside auditor, consultant, or other provider for the preparation of a performance audit or performance review in compliance with O.C.G.A. § 20-2-491. Costs of such audit or review may be paid from the proceeds of the Education Sales Tax or any available funds of the School District.

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Enforcement of Remedies

The realization of value from the pledge of the taxing power of the City and the Educational Sales Tax imposed by the School District to the payment of the Bonds upon any default will depend upon the exercise of various remedies specified by Georgia law. These remedies may require judicial actions, which are often subject to discretion and delay and which may be difficult to pursue. The enforceability of rights or remedies with respect to the Bonds may be limited by state and federal laws, rulings, and decisions affecting remedies and by bankruptcy, insolvency, or other laws affecting creditors’ rights or remedies heretofore or hereafter enacted.

O.C.G.A. § 36-80-5 provides that no school district created under the Constitution or laws of the State of Georgia shall be authorized to file a petition for relief from payment of its debts as they mature or a petition for composition of its debts under any federal statute providing for such relief or composition or otherwise to take advantage of any federal statute providing for the adjustment of debts of political subdivisions and public agencies and instrumentalities. O.C.G.A. § 36-80-5 also provides that no chief executive or other governmental officer, governing body, or organization shall be empowered to cause or authorize the filing by or on behalf of any school district created under the Constitution or laws of the State of Georgia of any petition for relief from payment of its debts as they mature or a petition for composition of its debts under any federal statute providing for such relief or composition or otherwise to take advantage of any federal statute providing for the adjustment of debts of political subdivisions and public agencies and instrumentalities.


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THE SCHOOL DISTRICT Introduction

As authorized by the Charter of the City, the system of public schools located within the corporate limits of the City, known as the School District of the City of Thomasville, is managed by the Board of Education. The boundaries of the School District are coterminous with the corporate limits of the City. See “CITY OF THOMASVILLE.” There are no other public school systems in the County other than the School District and the Thomas County School District. There are three private schools in the area serving approximately 637 students that would be eligible to attend a school in the School District or the Thomas County School District. Board of Education The Board of Education is composed of seven members, who serve terms of four years each. Board members are elected to staggered terms in nonpartisan general elections. Three members are elected from District 1, three from District 2, and one at-large. The Board elects officers who hold office for one year. The names and terms of all Board members are set forth below:

Name

Expiration Date of Current Term

Years in Office

Principal Occupation

Matthew Conyers, Chairman December 31, 2015 11 Retired John A. Everett, Vice Chairman December 31, 2013 5 Banker Darrell Allen December 31, 2013 13 Business Owner Todd Bennett December 31, 2015 0 Health Care Andrew L. Jones December 31, 2015 9 Retired Dr. Hazel T. Jones December 31, 2013 2 Retired George R. Lilly December 31, 2015 17 Lawyer

The Board of Education has all the power and authority to manage the public schools of the City as is provided to county boards of education by the Constitution of Georgia and the acts of the General Assembly of Georgia. The Board of Education is fiscally dependent upon the City because the Mayor and Council must approve the School District’s annual budget, levy the necessary taxes for the School District, and issue general obligation debt for the School District. School Administration Superintendent. The Board of Education appoints the Superintendent of Schools (the “Superintendent”), who is the executive officer of the Board of Education and the Secretary of the Board of Education. Mrs. Sabrina Boykins-Everett was appointed Superintendent effective January 1, 2004. She holds a Bachelor of Science degree (1981) and a Masters Degree in Education (1983) from Georgia Southern University, Statesboro, Georgia. She is currently completing requirements for a Doctorate of Educational Leadership from Nova Southeastern University. She holds teaching certifications in Georgia, Florida, Virginia, and South Carolina. Director of Finance. The finances of the district are managed by Dr. Daniel H. Oldham. He manages the payroll, budgetary, and facilities functions of the School District. He holds a Bachelor of Arts Degree in History from Huntingdon College (2000), a Masters of Education in Secondary Education from Auburn University (2001) and a Doctorate of Philosophy in Educational Leadership from Capella University (2010). He holds teaching and administrative certification in Georgia.

Operations The School District serves all of the area within the City. Approximately 6.0% of its students reside in unincorporated Thomas County. Funds for the general maintenance and operation of the School District are derived from local, state, and federal sources. Local revenues consist primarily of ad valorem property taxes collected within the City. The Board of Education annually prepares and adopts a budget for the operation of the School District and recommends to the Mayor and Council of the City a school tax in an amount not greater than 20 mills per dollar or as authorized in Article VIII of the Constitution of Georgia, upon 40% of the assessed value of all property of the City for the support and maintenance of education. The millage rate limitation is a

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limitation only upon the power of taxation and does not limit or otherwise affect any revenue sharing or other funds received by the School District from sources other than the local ad valorem tax. The Mayor and Council of the City have the power and authority to levy and collect a tax annually, for school purposes, of not more than 20 mills per dollar, or as authorized by Article VIII of the Georgia Constitution, upon 40 percent of the assessed value of all property of the City. The recommendation of the Board of Education with respect to the amount of such levy as provided in the preceding paragraph is advisory only; and the number of mills of school tax to be actually levied is determined in the sole discretion of the Mayor and Council of the City. See “CITY OF THOMASVILLE AD VALOREM TAXATION -Annual Tax Levy.” Funds received from the State of Georgia are determined by certain formulas, generally based upon the number of students served and the relative wealth of the School District in relation to other school districts in Georgia, as established by the State of Georgia Department of Education. Funds received from the federal government are primarily for programs for disadvantaged and handicapped students and for the school food service program. During fiscal years 2007 through 2011, approximately 41.80% of the School District’s revenues were derived from local sources, approximately 45.02% from state sources (including State of Georgia lottery proceeds), and approximately 13.18% from federal sources. Schools, 2011-2012 School Term The present facilities of the School District consist of three elementary schools, one middle school, and one high school. In addition, the School District has one central office facility located on a 1/3 acre site. Set forth below is information concerning the schools presently comprising the School District.

Schools

Grades

Enrollment3

Site (Acres)

Year Occupied1

Number of Classrooms

Special Rooms2

Portable Rooms

Harper Elementary School PK-5 576 7.1 1957 30 3 0 Scott Elementary School PK-5 447 5.5 1966 30 3 0 Jerger Elementary School PK-5 790 5.7 1948 40 5 0 MacIntyre Park Middle School 6-8 648 22.3 1925 48 8 0 Thomasville High School 9-12 740 31.6 1975 48 4 0 TOTALS: 3,201 72.2 196 23 0 ________________ 1 Dates given refer to the earliest construction. Classrooms and/or buildings may have been added in subsequent years. 2 Special Rooms include cafeterias, libraries, shops, gymnasiums, auditoriums, and art, music, and special education

classrooms. 3 Alternative Education students are counted within each student’s regular school of attendance. The major capital improvements planned by the School District for the next five years and the anticipated sources of funds for these improvements are described in “THE BONDS -The Projects.” Enrollment Set forth below is information concerning enrollment in the School District over the past five school years and the current school year: School Year (PK) (K) (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) Total 2006-2007 218 245 211 244 211 202 181 201 198 216 216 186 178 179 2,890 2007-2008 211 213 242 208 245 210 198 181 212 190 269 161 179 147 2,866 2008-2009 231 228 220 254 226 236 218 195 171 207 241 184 166 162 2,939 2009-2010 217 258 225 207 259 230 240 226 205 184 237 164 178 149 2,979 2010-2011 240 266 264 215 233 255 218 227 216 207 211 169 156 172 3,056 2011-2012 238 277 263 266 228 230 251 208 220 220 236 174 168 162 3,141

Note: (P) = Preschool; (K) = Kindergarten. Special education students are mainstreamed throughout K – 12th grades.

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Employees, Employee Relations, and Labor Organizations The School District had approximately 423 employees as of January 1, 2012, in the following categories:

Classroom teachers 204 Administrators and Supervisors 19 Librarians, Guidance Counselors, and Social Workers 27 Aides and Clerical Personnel 97 Transportation and Maintenance Personnel 22 Food Service Personnel and Custodians 54 Other 0 Total: 423

There are currently 204 certificated personnel serving 3,141 students in the various schools. Specialists are available in the fields of speech, hearing, vision, learning disabilities, emotionally disturbed, physically handicapped, mentally retarded, hospital/homebound, and gifted children. The 2011–2012 pupil-classroom teacher ratio for all schools is 15:1; this does not include non-teaching personnel such as counselors and librarians. All teachers in the School District hold Bachelor’s degrees, many have Master’s degrees, and some have Specialist’s and Doctoral degrees. Most have a continuing interest in professional and personal growth through formal study and staff development workshops. All schools in the School District are accredited by the Southern Association of Colleges and Schools and have met the requirements for Standard Schools as set forth by the State of Georgia Department of Education. No employees of the School Districted are represented by labor organization or are covered by collective bargaining agreements, and the Board of Education is not aware of any union organizing efforts at the present time. The Board of Education believes that employee relations are good. Six Year General Fund History Set forth on the following page is a historical, comparative summary of the revenues, expenditures, and changes in fund balance of the School District’s General Fund for the past six fiscal years. Information in the table for fiscal years 2006 to 2010 has been extracted from audited financial statements of the School District for the years ended June 30, 2006, to June 30, 2010. Information in the table for the year ended June 30, 2011, has been prepared without audit and is presented using the modified accrual basis of accounting, which is in conformity with generally accepted accounting principles and is consistent with the basis of accounting used for the information shown for fiscal years 2006 to 2010. Although taken from audited financial statements (in the case of information shown for fiscal years 2006 through 2010 only), no representation is made that the information is comparable from year to year, or that the information as shown taken by itself presents fairly the financial condition of the School District for the fiscal years shown. For more complete information, reference is made to the audited financial statements of the School District for fiscal year 2010, which are included in this Official Statement as Appendix B, to the audited financial statements of the School District for fiscal years 2006 to 2009, and to the unaudited financial information for fiscal year 2011, copies of which are available from the School District upon request.


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Thomasville School District General Fund Fiscal Years Ended June 30, 2006 to June 30, 2011

For Fiscal Years ending June 30 2006 2007 2008 2009 2010 2011

Revenues (unaudited)

Property Taxes $7,711,237 $8,430,420 $8,589,984 $10,720,956 $11,064,851 $11,227,181Sales Tax -0- -0- -0- 124,498 105,181 111,643State Funds 12,242,724 13,482,643 14,107,682 12,477,291 10,944,017 12,742,964Federal Funds 3,709,134 3,703,340 3,601,814 3,669,130 5,355,758 6,094,212Charges for Services 235,687 726,355 820,555 902,722 728,087 674,100Investment Earnings 100,605 130,293 104,838 76,429 101,396 89,899Miscellaneous 950,079 371,009 378,330 414,335 353,096 539,166

Total Revenues $24,949,466 $26,844,060 $27,603,203 $28,385,361 $28,652,386 $31,479,165

Expenditures

Current

Instruction $15,221,704 $16,061,631 $17,291,913 $16,724,109 $16,307,715 $18,019,457Support Services Pupil Services 1,093,174 1,387,726 1,639,626 1,527,482 1,612,363 1,545,868 Improvement of Instructional Services 1,41,687 1,270,273 1,184,083 1,583,070 1,249,959 1,518,560 Educational Media Services 386,676 435,125 445,655 408,754 379,578 413,170 General Administration 508,949 473,172 493,386 573,924 577,728 559,591 School Administration 1,719,524 1,634,520 1,834,203 1,881,701 1,660,502 1,572,830 Business Administration 286,353 238,606 219,828 211,713 262,944 304,897 Maintenance and Operation of Plant 1,967,262 1,952,050 2,374,924 2,525,622 2,557,785 2,676,741 Student Transportation Services 137,373 289,802 174,397 254,561 368,700 313,116 Central Support Services 241,758 218,094 223,012 239,697 233,550 212,270 Other Support Services 82,354 84,180 85,420 76,654 74,630 132,094 Enterprise Operations 153,431 299,965 286,821 212,910 215,714 473,429Community Services 29,488 29,103 23,979 24,693 17,717 23,049Food Services Operation 1,564,951 1,377,350 1,525,262 1,585,891 1,517,007 1,794,401

Total Expenditures $24,434,684 $25,751,597 $27,802,509 $27,830,781 $27,035,892 $29,559,473

Excess of Revenues over (under) Expenditures $514,782 $1,092,463 $(199,306) $554,580 $1,616,494 $1,919,692 Other Financing Source (Uses)

Other Sources -0- -0- -0- -0- -0- -0-Other Uses -0- -0- -0- $(374,768) $(500,000) $(924,000)

Total Other Financing Sources (Uses) -0- -0- -0- $(374,768) $(500,000) $(924,000)

Net Change in Fund Balances $514,782 $1,092,463 $(199,306) $179,812 $1,116,494 $995,692 Fund Balance Beginning of Year 957,963 1,472,745 2,565,208 2,365,902 2,545,714 3,662,208 Fund Balance End of Year $1,472,745 $2,565,208 $2,365,902 $2,545,714 $3,662,208 $4,657,900

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Accounting Policies The accounting practices and policies of the School District conform to generally accepted accounting principles as applicable to government units, except as described below. The School District uses individual funds, each of which is considered a separate accounting entity, to report on its financial position and the results of its operations. Fund accounting is designed to demonstrate legal compliance and to aid financial management by segregating transactions related to certain government functions or activities. The operations of each fund are accounted for with a self-balancing set of accounts. The School District uses the following funds: Major Governmental Funds. This category accounts for all or most of the School District’s general activities and consists of the following funds:

The General Fund is used to account for all financial resources of the School District not otherwise accounted for in another fund. The Capital Projects Fund accounts for financial resources including Special Purpose Local Option Sales Tax, Bond Proceeds and grants from Georgia State Financing and Investment Commission to be used for the acquisition, construction, or renovation of major capital facilities.

The Debt Service Fund accounts for property and sales taxes legally restricted for the payment of general long-term principal, interest, and paying agent’s fees.

Fiduciary Funds. This category accounts for assets held by a government unit in a trustee capacity or as an agent for individuals, private organizations, other government units and/or other funds. The School District has one fiduciary (or Agency) fund, the Private Purpose Trust Fund, which reports a trust arrangement under which principal and income provide scholarships to individual students. All Governmental Funds use the modified accrual basis of accounting. Under this basis of accounting, revenues are recognized when they become both measurable and available as net current assets. Property taxes, local option sales taxes, intergovernmental grants, and donations are considered susceptible to accrual. Expenditures are generally recognized when the related fund liability is incurred.

Note 2 of the general purpose financial statements of School District included as Appendix B to this Official Statement contains a detailed discussion of the School District’s significant accounting policies. Budgetary Process General Description. Each year the Board of Education adopts a nonappropriated budget for the School District’s General Fund. The operating budget contains proposed expenditures and the means for financing them. The School District is not legally required to stay within the budget. The budget process begins when the School District’s administration prepares a tentative, aggregated budget for approval by the Board of Education. After approval of the tentative budget by the Board of Education, such budget is advertised at least once in a newspaper of general circulation in the City. At the next regular meeting of the Board of Education after advertisement, the Board of Education receives comments on the tentative budget, makes revisions as necessary, and adopts a final school budget. This final budget is then submitted to the Mayor and Council of the City, together with the Board’s recommendation regarding the amount of school tax which the City should levy. The final budget is also submitted, in accordance with provisions of the Quality Basic Education Act, O.C.G.A. § 20-2-167, to the State Board. The Board of Education prepares its budget on the modified accrual basis, which is the same basis on which it presents its financial statements. Current Budget. Set forth on the following page is a summary of the Board of Education’s adopted budget for its General Fund for the fiscal year ending June 30, 2012. The budget is based upon certain assumptions and estimates of the School District’s administration regarding future events, transactions, and circumstances. Realizations of the results projected in this budget will depend upon implementation by management of policies and procedures consistent with the assumptions. Accordingly, the actual results achieved could materially vary from those projected in the budget shown.

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Thomasville School District Adopted General Fund Budget for the Fiscal Year Ending June 30, 2012

Estimated Revenues State Sources ........................................................... Local Property Taxes ............................................... Other Local Sources ................................................ Federal Sources .......................................................

Total Revenues ...................................................

Expenditures Instruction ................................................................ Pupil Services .......................................................... Improvement of Instruction ..................................... Educational Media ................................................... General Administration ........................................... School Administration ............................................. Business Services .................................................... Maintenance and Operation ..................................... Student Transportation ............................................ Central Support Services ......................................... Other Support Services ............................................ Transfers from Other Funds ....................................

Total Expenditures.............................................. Excess (Deficiency) of Revenue ........................ Ending Fund July 1, 2011 ................................... Estimated Ending Fund July 1, 2012 ..................

$11,665,875 9,912,638 100,000 2,688,048

$24,366,561 $17,969,814

1,033,741 1,270,219 444,849 648,932 1,557,034 303,445 2,405,761 247,815 188,505 86,835 200,000 $26,356,950 (1,990,389) $ 3,623,560 $ 1,633,171

Source: Board of Education of City of Thomasville.

Employee Pension Plan The Teachers Retirement System of Georgia (“TRS”) is a cost-sharing, multiple-employer defined benefit plan created in 1943 by an act of the Georgia General Assembly to provide retirement benefits for qualifying employees in educational service. A Board of Trustees comprised of active and retired members and ex-officio State employees is ultimately responsible for the administration of TRS. The Teachers Retirement System of Georgia issues a separate stand alone financial audit report and a copy can be obtained from the Georgia Department of Audits and Accounts. On October 25, 1996, the Board of Education created the Supplemental Retirement Benefits Plan of the Georgia Teachers Retirement System (“SRBP-TRS”). SRBP-TRS was established as a qualified excess benefit plan in accordance with § 415 of the Code as a portion of TRS. The purpose of SRBP-TRS is to provide retirement benefits to employees covered by TRS whose benefits are otherwise limited by Code § 415. Beginning July 1, 1997, all members and retired former members in TRS are eligible to participate in the SRBP-TRS whenever their benefits under TRS exceed Code § 415 imposed limitation on benefits. TRS provides service retirement, disability retirement, and survivor's benefits. The benefit structure of TRS is defined and may be amended by State statute. A member is eligible for normal service retirement after 30 years of creditable service, regardless of age, or after 10 years of service and attainment of age 60. A member is eligible for early retirement after 25 years of creditable service. Normal retirement (pension) benefits paid to members are equal to 2% of the average of the member's two highest paid consecutive years of service, multiplied by the number of years of creditable service up to 40 years. Early retirement benefits are reduced by the lesser of one-twelfth of 7% for each month the member is below age 60 or by 7% for each year or fraction thereof by which the member has less than 30 years of service. It is also assumed that certain cost-of-living adjustments, based on the Consumer Price Index, will be made in future years. Retirement benefits are payable monthly for life. A

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member may elect to receive a partial lump-sum distribution in addition to a reduced monthly retirement benefit. Death, disability and spousal benefits are also available. TRS is funded by member and employer contributions as adopted and amended by the Board of Trustees. Members become fully vested after ten years of service. If a member terminates with less than ten years of service, no vesting of employer contributions occurs, but the member’s contributions may be refunded with interest. Member contributions are limited by State law to not less than 5% or more than 6% of a member’s earnable compensation. Member contributions as adopted by the Board of Trustees for the fiscal year ended June 30, 2011, were 5.53% of annual salary. The member contribution rate increased to 6.0% effective July 1, 2011. Employer contributions required for fiscal year 2011 were 10.28% of annual salary as required by the June 30, 2008 actuarial valuation. The employer contribution rate will increase to 11.41% effective July 1, 2012. Bus drivers, lunchroom personnel, maintenance and custodial personnel are covered by the Public School Employees’ Retirement System of Georgia, a multiple-employer public employee retirement system administered by the State of Georgia. All employers’ contributions are made by the State of Georgia; the Board of Education makes no contribution to this plan. Reference is made to Note 14 of the general purpose financial statements of the School District included as Appendix B for a description of the School District’s retirement plans.

The School District’s employer contributions for the past five fiscal years are as follows:

Percentage Required Fiscal Year Contributed Contribution 2011 100% $1,644,529.57 2010 100% 1,583,677.25 2009 100% 1,519,331.44 2008 100% 1,428,614.08 2007 100% 1,369,638.32

Post-Employment Benefits The Georgia School Personnel Post-employment Health Benefit Fund (“School OPEB Fund”) is a cost-sharing, multiple-employer defined benefit post-employment healthcare plan that covers eligible former employees of public school systems, libraries, and regional educational service agencies. The School OPEB Fund provides health insurance benefits to eligible former employees and their qualified beneficiaries through the State Employees Health Benefit Plan administered by the Department of Community Health. O.C.G.A. assigns the authority to establish and amend the benefit provisions of the group health plans, including benefits for retirees, to the Board of Community Health (the “Health Board”). The contribution requirements of plan members and participating employers are established by the Health Board in accordance with the current Appropriations Act and may be amended by the Health Board. Contributions of plan members or beneficiaries receiving benefits vary based on plan election, dependent coverage, and Medicare eligibility and election. On average, plan members pay approximately 25% of the cost of health insurance coverage. Participating employers are statutorily required to contribute in accordance with the employer contribution rates established by the Health Board. The contribution rates are established to fund all benefits due under the health insurance plans for both active and retired employees based on projected “pay-as-you-go” financing requirements. Contributions are not based on the actuarially calculated annual required contribution (“ARC”) which represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years.

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The combined active and retiree contribution rates established by the Health Board for employers participating in the School OPEB Fund were as follows for the fiscal year ended June 30, 2011: For certificated teachers, librarians and regional educational service agencies: July 2010-April 2011 21.955% of covered payroll for August-May Coverage May 2011-June 2011 1.429% of covered payroll for June-July Coverage For non-certificated school personnel: July 2010-December 2011 $162.72 per member per month January 2011- May 2011 $218.20 per member per month June 2011 $246.20 per member per month plus Department of Education contribution of $25,081,633.00 No additional contribution was required by the Board for fiscal year 2011 nor contributed to the State OPEB Fund to prefund retiree benefits. Such additional contribution amounts are determined annually by the Health Board in accordance with the State plan for other post-employment benefits and are subject to appropriation.

The School District's combined active and retiree contributions to the health insurance plans,

which equaled the required contribution, for the preceding four fiscal years were as follows:

Fiscal Year

Percentage Contributed

Required Contribution

2008 100% $2,414,830.20 2009 100% 1,801,393.04 2010 100% 2,295,215.49 2011 100% 2,437,897.45

Reference is made to Note 13 of the general purpose financial statements of the School District included as Appendix B for a description of the School District’s post-employment benefits. Other Employee Benefits Employees covered by the Teachers Retirement System of Georgia (“TRS”) may apply unused sick leave toward early retirement. The liability for early retirement will be borne by TRS rather than by the School District. Otherwise, sick leave does not vest with the employee. Vacation leave of 10 days is awarded on a fiscal year basis to all full time personnel employed on a twelve month basis. No other employees are eligible to earn vacation leave. Vacation leave not utilized during the fiscal year may be carried over to the next fiscal year, providing such vacation does not exceed 20 days. The Board does pay accrued unused vacation up to 20 days, for full time employees upon retirement or termination. In addition, the Board of Education offers health insurance, life insurance, long-term and short-term disability insurance, accident, vision, dental and cancer insurance, personal days off for holidays, and educational opportunities. The School District’s contribution to the health and dental insurance plans for the fiscal year ended June 30, 2011 was $693,049.45. Employees are also covered under statutory plans for social security and all employees are covered under plans for workers’ compensation. Governmental Immunity and Insurance Coverage Governmental Immunity. Article I, Section II, Paragraph IX of the Constitution of the State of Georgia extends sovereign immunity to the School District, as a political subdivision of the State of Georgia, except as to actions for the breach of written contracts and automobile insurance coverage limits. Except as specifically provided by the General Assembly of the State of Georgia in a State Tort Claims Act, all officers and employees of the School District may be subject to suit and may be liable for injuries and damages caused by the negligent performance of, or negligent failure to perform, their ministerial functions and may be liable for injuries and damages if they act with actual malice or with actual intent to cause injury in the performance of their official functions. Except as provided in the previous sentence, officers and employees of the School District shall not be subject to suit or liability, and no judgment shall be entered against them, for the performance or nonperformance of their official functions. The School District, however, may be unable to rely upon the defense of sovereign immunity and may be

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subject to liability in the event of suits alleging causes of action founded upon various federal laws, such as suits filed pursuant to 42 U.S.C. § 1983, alleging the deprivation of federal constitutional or statutory rights of an individual and suits alleging anti-competitive practices and violations of the federal antitrust laws by the School District in the exercise of its delegated powers.

Insurance Coverage. The School District carries commercial insurance for risk of loss associated with torts, assets, errors or omissions, acts of God, and job related illness or injuries to employees. The School District has neither significantly reduced coverage for these risks nor incurred losses which exceeded its insurance coverage in the current fiscal year or the past three fiscal years.

Selective Way Insurance provides the School District with coverage in three main areas –

property, casualty, and crime. Present coverage for the School District, pursuant to the coverage agreement, is summarized below.

Type Amount in Force Property Building & Personal $58,061,789 Type Limits of Liability Casualty Each Occurrence Annual Aggregate General Liability $1,000,000 $2,000,000 Products and Completed Operations Included $2,000,000 Personal Injury & Advertising Liability $1,000,000 $1,000,000 Fire, Water, Lightning & Explosion $ 100,000 Type Crime Money & Securities $ 100,000 $100,000 Employee Dishonesty $ 100,000 $100,000 Type Surety Bonds Superintendent $ 10,000 All Employees $ 100,000 as shown above for Employee

Dishonesty Automobile coverage with Selective Way Insurance is summarized as follows: AUTOMOBILE Bodily Injury & Property Damage: $1,000,000 Combined Single Limit Medical: $5,000 per person Uninsured Motor Vehicle: $75,000 Combined Single Limit - per accident The School District is self-insured for the risks associated with unemployment compensation claims. Claims are accounted for with expenditures and liabilities being reported when it is probable that a loss has occurred, and the amount of that loss can be reasonably estimated. Changes in the unemployment compensation claims liability during fiscal years 2009 through 2011 are as follows:

Year

Beginning of Year

Liability

Claims and Changes in Estimates

Claims

Paid

End of Year

Liability 2009 -0- $4,800.00 $4,800.00 -0- 2010 -0- 10,687.83 10,687.83 -0- 2011 -0- 16,453.01 16,453.01 -0-

The School District has purchased surety bonds to provide additional insurance coverage as follows: SURETY BONDS School Superintendent: $50,000 All Other Employees: $100,000

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CITY OF THOMASVILLE Introduction The City is the county seat of Thomas County, and is located in the southwest section of Georgia, approximately 55 miles south of Albany, Georgia, and approximately 35 miles north of Tallahassee, Florida. At approximately 555.1 square miles, the County is the 20th largest of Georgia’s 159 counties. The City was chartered by the State of Georgia in 1831. Its current charter became effective in 1990. The population of the City grew 4.1% percent during the 20 year period from 1990 to 2010, from 17,683 residents in 1990 to 18,413 in 2010. The population of the County grew 14.8% during the 20 year period from 1990 to 2010, from 38,943 residents in 1990 to 44,720 residents in 2010. This compares with Georgia’s total population growth of 49.5% during the same 20 year time period. Government Format and Principal Officials Mayor and Council. The City is governed by a Mayor and four Council members, which includes one Council member serving as Mayor Pro Tempore. Information regarding the Mayor and current Council members as of January 1, 2012 is as follows:

Name

Expiration Date of Current Term

Years in Office

Principal Occupation

Max Beverly, Mayor December 31, 2013 6 Financial Consultant Greg Hobbs, Mayor Pro-Tem December 31, 2013 2 Building Contractor Roy Campbell December 31, 2013 16 Retired Jay Flowers December 31, 2015 0 Executive David Lewis December 31, 2015 12 Retired

The City Council elects a council member to serve as Mayor and a council member to serve as Mayor Pro-Tempore for terms of two years each. Four of the members of the City Council are elected from one of two election districts; one member of the City Council is elected at large. Each council member serves a term of four years. The Mayor is the official head of government and chief representative of the City; however, the Mayor does not possess veto power over acts of the City Council. The Mayor may sign contracts on behalf of the City. City Manager. The Mayor and Council appoints a City Manager who has the power, among other things, to (i) enforce all laws and ordinances of the City, (ii) appoint heads of all City departments, subject to confirmation of the Mayor and Council, (iii) hire and fire all City employees, (iv) supervise and control all departments and divisions of the City, and (v) to act as administrative head of the City government. Steve Sykes has been City Manager since January of 2005. Prior to becoming City Manager he served as Assistant City Manager and was a member of the City’s engineering department since 1987. Mr. Sykes has a degree in Civil Engineering from Southern College of Technology and a Master’s degree from Florida State University. Currently he is serving his profession as a member of the Board of Directors for the Municipal Gas Authority of Georgia. Chief Financial Officer. Brenda Crowe has served as Chief Financial Officer since January 2011. Ms. Crowe graduated from Valdosta State University with a Bachelor’s degree in Accounting and a Master’s degree in Public Administration. Government Services and Facilities The City provides a full range of services. The City’s police department has 1 police station, 59 sworn police officers, and 63 vehicles, and maintains a 24-hour uniformed patrol. The City has 43 paid fire fighters who work at 3 stations in the City. The National Board of Fire Underwriters’ fire insurance rating for the fire district is Class 2. The City maintains approximately 155 miles of streets. Employees, Employee Relations As of January 1, 2012, the City had approximately 440 employees. The City’s management believes that it enjoys an excellent relationship with its employees. The City has never experienced a major disruption of services due to a strike or employee action. No employees belong to labor unions or other collective bargaining groups and the City has no knowledge of any union organizing efforts.

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Population Information The following table sets forth the population in Thomasville, Thomas County, the State of Georgia and the United States.

Year

City of Thomasville

Percentage Change

Thomas County

Percentage Change

Georgia

Percentage Change

United States

Percentage Change

1960 18,246 -- 34,319 -- 3,943,116 -- 179,323,175 -- 1970 18,155 (0.5)% 34,562 0.7% 4,589,575 16.4% 203,211,926 13.3% 1980 18,463 1.7 38,098 10.2 5,462,982 19.0 226,505,000 11.5 1990 17,683 (4.2) 38,943 2.2 6,478,149 18.6 248,710,000 9.8 2000 18,162 2.7 42,737 9.7 8,186,483 26.4 281,421,906 13.2 2010 18,413 1.4 44,720 4.6 9,687,653 18.3 308,745,538 9.7 Source: U.S. Department of Commerce, Bureau of the Census. Per Capita Personal Income The following table sets forth the per capita personal income in the County, the State of Georgia, and the United States for the years 2005 through 2009. Information for 2010 and 2011 is not yet available.

Year Thomas County Georgia United States 2005 $29,871 $32,775 $35,452 2006 31,205 34,061 37,725 2007 32,822 35,369 39,506 2008 33,085 35,863 40,947 2009 32,288 34,081 38,846

Source: U.S. Department of Commerce, Bureau of Economic Analysis, Regional Accounts Data. Bank Deposits As of June 30, 2011, nine financial institutions with a total of twelve branch offices provided banking services within the County. The following are the total deposits in the County’s financial institutions as of June 30 in each of the years 2007 through 2011.

Year Deposits Percentage Change 2007 $1,161,144,000 -- 2008 1,095,884,000 (5.6%) 2009 1,214,459,000 10.8 2010 1,165,778,000 (4.0) 2011 1,100,306,000 (5.6)

Source: State of Georgia, Department of Banking and Finance.

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Industry and Employment Private Employers. Set forth below are the ten largest private employers located in the County as of January 2012, their type of business, and their approximate number of employees. There can be no assurance that any employer listed below will continue to be located in the County or will continue employment at the level stated. No independent investigation has been made of, and no representation and be made as to, the stability or financial condition of the companies listed. Employer Type of Business Employees Archbold Medical Center Medical Hospital 2,057 Flower’s Foods Bread and Buns Bakery 715 Wal-Mart Retail 307 Hurst Boiler & Welding Company Boiler Manufacturer 235 Oil-Dri Corp Mineral Product Manufacturer 232 Woodhaven Furniture Industries Furniture Manufacturer 209 Cleaver-Brooks Boiler & Burner Equipment Manufacturer 198 Hood Lumber Company Lumber 167 Caterpillar Equipment Manufacturer 150 Turbine Engine Components Technologies Turbine Engine Manufacturer 140 Public Employers. Set forth below are the five largest public employers located in the County as of January 2012, their type of service, and their approximate number of employees. There can be no assurance that any employer listed below will continue employment at the level stated. Employer Type of Business Employees Southwestern State Hospital Medical Hospital 820 Thomas County Schools Public Education 779 City of Thomasville Municipal Government 429 Thomasville City Schools Public Education 417 Thomas County County Government 402

Source: Thomas County Chamber of Commerce


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Economic Sector Distribution. The following table shows the annual average percentage of persons who worked in each major sector of the local economy in the County in the years 2006 through 2010. Figures are based on employees covered under the state unemployment insurance program. Information for 2011 is not yet available.

Employment Distribution

Industry or Service 2006 2007 2008 2009 2010

Agriculture, Forestry, and Fishing 1.8% 1.8% 1.6% 1.5% 1.6% Mining 1.3 1.4 1.5 1.6 1.7 Construction 2.8 3.2 3.0 2.7 2.5 Manufacturing 15.4 14.0 13.5 12.6 11.9 Wholesale Trade 5.7 6.3 4.2 4.3 4.1 Retail Trade 10.0 10.5 10.6 10.8 10.4 Transportation and Warehousing 0.4 0.4 0.8 0.8 1.0 Information 0.7 0.7 0.7 0.7 0.6 Finance, Insurance, and Real Estate 3.6 3.9 4.0 4.5 3.6 Professional, Scientific and Technical 2.3 3.1 3.2 2.0 1.9 Healthcare and Social Services 13.0 14.5 15.4 16.6 16.9 Arts, Entertainment and Recreation 0.7 0.9 1.0 1.1 1.0 Accommodation and Food Services 5.4 5.8 6.1 6.3 6.4 Other Industries and Services 20.8 16.4 16.1 15.4 17.8 Federal State, and Local Government 16.1 17.1 18.3 19.1 18.6

100.0% 100.0% 100.0% 100.0% 100.0% Source: State of Georgia Department of Labor, Labor Information Systems. Civilian Employment Statistics of Thomas County. Employment includes nonagricultural wage and salary employment, self-employed, unpaid family and private household workers, and agricultural workers. Persons in labor disputes are counted as employed. The use of rounded data does not imply that the numbers are exact. Information for 2011 is not yet available.

2006 2007 2008 2009 2010 Employment 22,645 21,958 20,757 19,624 19,216 Unemployment 953 946 1,276 1,889 1,983 Total Labor Force 23,598 22,904 22,033 21,513 21,199 County Unemployment Rate 4.0% 4.1% 5.8% 8.8% 9.4% State Unemployment Rate 4.6% 4.6% 6.2% 9.6% 10.2% U.S. Unemployment Rate 4.6% 4.6% 5.8% 9.3% 9.6%

Source: State of Georgia Department of Labor, Labor Information Systems.


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DEBT STRUCTURE OF THE CITY OF THOMASVILLE

Summary of City Debt by Category Set forth below is information concerning debt of the City.

Category of Obligation Amount Issued

Amount Outstanding as of January 1, 2012

Amount to be Outstanding Upon

Issuance of the Bonds General Obligation School Bonds1 The Bonds $11,400,000 -0- $11,400,000 Series 2007 Bonds 10,000,000 $4,220,000 4,220,000 Bank Notes2 N/A 14,821,020 14,821,020 GMA Notes2 N/A 1,166,560 1,166,560 GEFA Loans N/A 1,176,956 1,176,956 TOTALS: $21,400,000 $21,384,536 $32,784,536

________________ 1 These are general obligations of the City to which its full faith and credit and taxing power are pledged. Debt service on the Series

2007 Bonds, however, is payable first from the current Educational Sales Tax, which is expected to cease being collected on December 31, 2012. Debt service on the Bonds is payable first from the Educational Sales Tax, which is expected to begin being collected on January 1, 2013.

2 The financial obligations under the notes do not constitute a general obligation of the City to which its full faith and credit and taxing power are pledged, but are subject to and dependent upon lawful appropriations of general revenues being made by the Mayor and Council to pay the payments due in each fiscal year under the instruments. The City’s obligations under the instruments do not constitute debt for purposes of the constitutional debt limit described in “DEBT STRUCTURE OF THE CITY OF THOMASVILLE -Debt Limitations” herein and, thus, do not count against the City’s debt limitation.

Debt Limitations State Law. Article IX, Section V, Paragraph I(a) of the Constitution of the State of Georgia provides that the City may not incur long-term obligations (other than refunding obligations) payable out of general property taxes without the approval of a majority of the qualified voters of the City voting at an election called to approve the obligations. In addition, under the Constitution of the State of Georgia, the City may not incur long-term obligations payable out of general property taxes in excess of 10% of the assessed value of all taxable property within the City. Short-term obligations (those payable within the same calendar year in which they are incurred), lease and installment purchase obligations subject to annual appropriation, and intergovernmental obligations are not subject to the legal limitations described above. As computed in the table below, based upon assessed values as of January 1, 2011, the City could incur, upon necessary voter approval, immediately after the issuance of the Bonds, approximately $49,895,496 of long-term obligations payable out of general property taxes.

Computation of Legal Debt Margin Gross Tax Digest for the School District as of January 1, 2011 .................................... $672,685,805 Less M&O Exemptions1 ................................................................................................... (17,530,849) Net M&O Tax Digest.......................................................................................... 655,154,956 Debt Limit (10% of Net M&O Tax Digest) ....................................................................... 65,515,496 Less Amount of Outstanding Debt Applicable to Debt Limit (15,620,000) Legal Debt Margin ........................................................................................................... $49,895,496 ________________ 1 Based on M&O exemptions. Actual bond exemptions are not available because in past years it has not been necessary for the City to

levy a tax for general obligation debt; debt service on outstanding debt has been paid by the Educational Sales Tax. It is not expected that the amount of bond exemptions would be materially higher than the amount of M&O exemptions.

Source: State of Georgia Department of Revenue.

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O.C.G.A. § 20-2-506(a)(4) provides that lease and installment purchase contracts subject to annual appropriation must contain provisions limiting the total combined annual payments for such contracts and intergovernmental contracts in any calendar year to an amount equal to 7.5% of the total local revenue collected for M&O of the School District in the most recently completed fiscal year. 7.5% of the total local revenue collected for maintenance and operation of the School District in fiscal year 2011 was $840,848.46 ($11,211,312.81 x 7.5%), and the School District’s total combined annual payments for lease and installment purchase contracts and intergovernmental contracts in calendar year 2012 is $200,000.00. Additional Debt Covenant. The City and the Board of Education have covenanted and agreed in the Resolution that, to the extent allowed by applicable law, that, so long as any of the Bonds are outstanding and are subject to any investment rating which requires that the following covenants be made regarding additional debt, the City will not incur any additional debt or obligation secured by the Educational Sales Tax or payable from any State appropriated funds to which the School District may be entitled unless:

(a) If such additional debt or obligation is to be secured by the Educational Sales Tax, the Educational Sales Tax collected by the School District for a period of 12 consecutive months immediately preceding the adoption of the proceedings authorizing the issuance of such additional debt or obligation has been equal to at least 1.0 times the maximum aggregate annual debt service requirement for any succeeding year on the Bonds and any other outstanding debt or obligation secured by the Educational Sales Tax and on the additional debt or obligation proposed to be issued; and

(b) If such additional debt or obligation is to be payable from any State appropriated funds to which the School District may be entitled, the amount of any appropriation to which the School District has been entitled for a period of 12 consecutive months immediately preceding the adoption of the proceedings authorizing the issuance of such additional debt or obligation has been equal to at least 1.5 times the maximum annual debt service requirement for any succeeding year on the Bonds and any other outstanding debt or obligation then outstanding and on the additional debt or obligation proposed to be issued.

Indebtedness of Overlapping Governmental Entities Property owners in the City are responsible for both the City’s debt obligations and any debt obligations of other taxing entities (“Overlapping Entities”) in the proportion to which the jurisdiction of the City overlaps such entities. Set forth below are the estimated overlapping general obligation debt and overlapping property tax supported contractual obligations as of January 1, 2012. Although the City has attempted to obtain accurate information as to the overlapping debt, it does not guarantee its completeness or accuracy. Information regarding overlapping debt is based on information supplied by others, as there is no central reporting entity which has this information available.

Category of Obligation

Amount Outstanding as of January 1, 2012

% Chargeable to Persons or

Property in the City1

Amount of Outstanding Debt Chargeable to

Persons or Property in the City

Thomas County Commercial Notes2 $327,348 38.6% $126,356 Emergency Services Agency Notes2 $306,689 38.6% $118,382 TOTAL: $634,037 $244,738 _______________ 1 The percentage of each overlapping entity’s outstanding debt chargeable to persons or property in the City is calculated by dividing

the gross assessed valuation of taxable real and personal property in the City by the gross assessed valuation of taxable real and personal property of the overlapping entity.

2 The financial obligations of the County under these notes do not constitute general obligations to which its full faith, credit and taxing power are pledged, but are subject to and dependent upon lawful appropriations of general revenues being made by the County to pay the payments due in each fiscal year.

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Debt Service Schedule Set forth below are the estimated principal and interest payment requirements of the City with respect to the Bonds.

Payment Date

Principal

Interest Principal and

Interest Existing Debt

Service1 Total Annual Debt

Service Requirements

October 1, 2012 $183,576.25 $183,576.25 $53,750.00 $237,326.25 April 1, 2013 195,525.00 195,525.00 2,203,750.00

October 1, 2013 195,525.00 195,525.00 2,594,800.00 April 1, 2014 $2,150,000.00 195,525.00 2,345,525.00

October 1, 2014 174,025.00 174,025.00 2,519,550.00 April 1, 2015 2,195,000.00 174,025.00 2,369,025.00

October 1, 2015 141,100.00 141,100.00 2,510,125.00 April 1, 2016 2,260,000.00 141,100.00 2,401,100.00

October 1, 2016 95,900.00 95,900.00 2,497,000.00 April 1, 2017 2,350,000.00 95,900.00 2,445,900.00

October 1, 2017 48,900.00 48,900.00 2,494,800.00 April 1, 2018 2,445,000.00 48,900.00 2,493,900.00 _________ 2,493,900.00

Total: $11,400,000.00 $1,690,001.25 $13,090,001.25 $2,257,500.00 $15,347,501.25

________________ 1 Existing Debt Service includes the City’s GENERAL OBLIGATION SCHOOL BONDS, SERIES 2007.


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CITY OF THOMASVILLE AD VALOREM TAXATION Introduction Ad valorem property taxes are levied annually in mills (one tenth of one percent) upon each dollar of assessed property value. The City uses county-assessed valuations for real and personal property. Property Subject to Taxation Ad valorem property taxes are levied, based upon value, on real and personal property within the City subject to taxation for school bond or maintenance and operations purposes. There are, however, certain classes of property which are exempt from taxation, including public property, religious property, charitable property, property of nonprofit hospitals, nonprofit homes for the aged, and nonprofit homes for the mentally handicapped, college and certain educational property, public library property, certain farm products, certain air and water pollution control property, and personal effects. In addition, the City allows exemptions from ad valorem taxation for (1) homesteads, or owner-occupied residences, of disabled veterans, up to $43,000 of assessed value, (2) homesteads, or owner-occupied residences, of persons 62 years of age or older with income from all sources, including the income of any spouse living in the residence, not exceeding $10,000 per annum, up to $10,000 of assessed value, and (3) homesteads, or owner-occupied residences, of persons 65 years of age or older up to $10,000 assessed value. Additionally, the following types of commercial and industrial inventory are 100% exempt from ad valorem taxation: (1) raw materials and goods in process of manufacture, (2) finished goods produced in Georgia within the last 12 months, and (3) finished goods stored in Georgia within the last 12 months and destined for shipment out-of-state, known as “freeport” exemptions. Tax Relief Initiatives The State Property Taxpayer’s Bill of Rights, which took effect on January 1, 2000, calls for a mandatory rollback in the millage rate whenever the tax digest increases. The stated aim is to prevent creeping tax bills. If elected officials propose to increase the millage rate, they must hold three public meetings, at times when the most constituents can attend, to explain why the tax hike is necessary and vote publically for or against it. The law also shifts the burden of proof from the homeowner to the local government in the appeals process; requires the assessor’s office to provide a written explanation to homeowners as to why their taxes went up; and allows taxpayers going through appeal to name the time of their hearing before the Board of Equalization. The law also calls on taxing bodies to cover the legal fees of any homeowner who receives a 15% reduction or greater in their assessment and allows taxpayers going through appeals process the right to record the hearing. Homestead Tax Relief Grant Credits (HTRG). On February 17, 2009, the Governor of Georgia signed into law Act 1 (House Bill 143, passed by the General Assembly on February 17, 2009) requiring the State to appropriate funds necessary to reimburse local governments for the HTRG credits applied to 2008 property tax bills. For most homeowners, the HTRG is a credit of $200-$300 on property used as a primary residence. The credit is applied to a homeowner’s property tax bill by local tax officials and local governments are reimbursed for the credit by the State. In future years, HTRG will be funded in the State’s supplemental budget only if estimated revenues for the current fiscal year exceed the revenues of the last year in which HTRG funds were appropriated by 3% plus the percent change in the rate of inflation determined by the Consumer Price Index for all urban consumers (CPI). The State did not meet this threshold in 2011; therefore, the HTRG credit was not applied to 2011 property tax bills.

Impact of Foreclosures on Assessment Procedures. In 2009, the Georgia legislature enacted Senate Bill 55, codified as Official Code of Georgia Annotated, Section 48-5-2, which requires county tax assessors to consider foreclosure sales, bank sales, sales by other financial institutions, distressed sales and the decreased value of property subject to conservation easements in determining the fair market value of real property. In addition, Senate Bill 55 modifies the time that applications for conservation use assessments may be filed.

Property Tax Reform Bill. On June 4, 2010, the Governor of Georgia signed into law Senate Bill

346, in order to minimize undue hardship and confusion to property owners without having to implement the use of caps on assessments. This comprehensive tax reform bill contains numerous changes to the

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assessment and appeals process, several of which are as follows: (a) requires that all property owners receive an annual assessment notice that contains an estimate of their tax liability, regardless of whether the property value has changed; (b) requires the sales price of the most recent arm’s length bona fide sale in any year to be the maximum allowable fair market value for the next taxable year; (c) grants appeal rights to a new property owner who makes a purchase before assessment notices are sent; (d) grants all property owners 45 days, instead of 30, to file an appeal of the assessed value after receipt of their annual assessment notice; (e) ensures the determination of fair market value of real property shall not include the value of intangible assets; (f) authorizes non-residential properties exceeding $1 million in value to have their appeal heard by a hearing officer who must be either a state certified general real property appraiser or a state certified residential real property appraiser and be approved by the Georgia Real Estate Commission and the Georgia Real Estate Appraisers Board; (g) authorizes installment billing and allows cities and counties, by resolution or ordinance, to elect to receive payment for ad valorem taxes in any form of payment; (h) authorizes two or more counties to establish a regional board of equalization if they enter into an intergovernmental agreement to do so; and (i) requires the Department of Revenue to create a uniform appeal form and to update their training for tax officials. Assessed Value Assessed valuation, which represents the value upon which ad valorem property taxes are levied, is calculated as a percentage of fair market value. Georgia law requires taxable tangible property to be assessed, with certain exceptions, at 40% of its fair market value and to be taxed on a levy made by each tax jurisdiction according to 40% of the property’s fair market value. Georgia law requires certain agricultural real property to be assessed for ad valorem property tax purposes at 75% of the value of which other real property is assessed and requires certain historical property to be valued at a lower fair market value for ad valorem property tax purposes. Conservation use property represents up to 2,000 acres of real property of a single owner that is either devoted to the good faith production of agricultural products or timber or is a type of environmentally sensitive property. Such conservation use property is valued at 40% of its current use assessment. “Standing Timber” is assessed one time, following its sale or harvest, at 100% of its fair market value. The chief appraiser of Thomas County is required to submit a certified list of assessments for all taxable property, except motor vehicles, mobile homes, and property owned by public utilities, within Thomas County to the Thomas County Board of Tax Assessors. The Tax Commissioner of Thomas County has designated the County Tax Assessor to receive the tax returns. The Board of Tax Assessors is required to complete its revision and assessment of returns by June 1 of each year. The Tax Commissioner then certifies the digest and forwards a copy of the completed digest to the State of Georgia Revenue Commissioner for examination and approval. The Revenue Commissioner has the authority to examine the digest for the purpose of determining if the valuations of property are reasonably uniform and equalized between and within counties. Assessments may also be subject to review at various stages by the Thomas County Board of Equalization and by state courts. The State of Georgia Motor Vehicle Tax Unit assesses the value of all motor vehicles by make, model, and year, and provides this information to each county’s tax office. The State of Georgia Property Tax Unit assesses the value of the property of public utilities and divides the assessment into two parts, assessed value of property and assessed value of franchise, and provides these amounts to the County and the City, which bill these taxes to the utilities. Annual Tax Levy The Board of Education annually prepares a budget for the operation of the School District and recommends to the Mayor and Council of the City a school tax in an amount not greater than 20 mills per dollar or as authorized in Article VIII of the Constitution of Georgia, upon 40% of the assessed value of all property of the City for the support and maintenance of education. The millage rate limitation is a limitation only upon the power of taxation and does not limit or otherwise affect any revenue sharing or other funds received by the School District from sources other than the local ad valorem tax. The Mayor and Council of the City have the power and authority to levy and collect a tax annually, for school purposes, of not more than 20 mills per dollar, or as authorized by Article VIII of the Georgia Constitution, upon 40% of the assessed value of all property of the City. The recommendation of the Board of Education with respect to the amount of such levy as provided in the preceding paragraph is advisory only; and the number of mills of school tax to be actually levied is determined in the sole discretion of the Mayor and Council of the City.

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Property Tax Collections The City bills and collects any property taxes levied for itself and the Board of Education. Real and personal property taxes are levied on January 1 of each year on the assessed value listed as of January 1. Taxes levied by the City on January 1 are normally billed by November 1 and are normally payable on or before December 31. Interest of 12% per annum is applied to taxes paid after December 31. In addition, late payment of all taxes incurs a 10% penalty after 90 days, except on homestead bills of $500 or less. All taxes levied on real and personal property, together with interest thereon and penalties for late payment, constitute a perpetual lien on and against the property tax arising after January 1 in the year in which taxed. The lien becomes enforceable 30 days after notification. Georgia law provides that taxes must be paid before any other debt, lien, or claim of any kind, except for certain claims against the estate of a decedent and except that the title and operation of a security deed is superior to the taxes assessed against the owner of property when the tax represents an assessment upon property of the owner other than the property specifically subject to the title and operation of the security deed. Collection of delinquent real property taxes is enforceable by tax sale of such realty. Delinquent personal property taxes are similarly enforceable by seizure and sale of the taxpayer’s personal property. There can be no assurance, however, that the value of the property sold, in the event of a tax sale, will be sufficient to produce the amount required to pay in full the delinquent taxes, including any interest or penalties thereon. When the last day for the payment of taxes has arrived, the City Clerk’s Office mails a FiFa tax notice with a letter to all delinquent taxpayers, other than those with appeals on January 1. In April of each year, or 90 days after the due date, a final notice is issued to delinquent taxpayers giving them 20 days to make payment arrangements. The mortgagor is notified and given 20 days to respond, with a copy mailed to the taxpayer. If taxes are not paid within 20 days, a selected piece of property is advertised for four weeks, with a copy of a Fifa Notice being posted on the property. Within the four weeks of advertising time, the taxpayer is given a final ten day notice prior to sale. Property sales are made from the Thomas County Courthouse on the first Tuesday of the month. Millage Rates Set forth below is information concerning the rate of levy of property taxes per $1,000 of assessed value, or millage rates, of the City, incorporated Thomas County, and the State of Georgia for the past five calendar years.

Calendar Year

School District M&O1

City of Thomasville

Incorporated County

State of Georgia

District Wide Incorporated Total2

2007 18.990 3.500 8.398 0.25 31.138 2008 17.100 2.550 6.734 0.25 26.634 2009 17.093 2.500 6.734 0.25 26.577 2010 17.093 1.440 6.719 0.25 25.502 2011 17.093 0.950 6.719 0.25 25.012

________________ 1 The annual rate of levy for maintenance and operations of the School District may not exceed 20 mills. See “SCHOOL DISTRICT

AD VALOREM TAXATION -Annual Tax Levy.” 2 In addition to the District-Wide Incorporated Totals, most cities in the County have their own M&O millage rates for property within their city limits. The M&O millage rates for one of those municipalities, Coolidge, have been as follows: 2007, 13.139 mills; 2008, 11.271 mills; 2009, 11.271 mills; 2010, 11.262 mills; and 2011, 11.857 mills.

Source: Thomas County Tax Commissioner.

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M&O Property Tax Digest Set forth below is information concerning the assessed and estimated actual value of taxable property within the School District for the past five calendar years.

ASSESSED VALUES: 2007 2008 2009 2010 2011

Real & Personal P 1

$451,684,542 $674,961,249 $675,222,437 $674,979,118 $629,507,570 Public Utilities2 7,769,830 9,506,661 5,705,019 5,916,445 5,916,445 Motor Vehicles3 39,094,790 41,065,450 41,355,170 37,071,550 37,250,730 Mobile Homes4 11,849 11,684 32,312 12,247 11,060 Timber 100% 27,106 -0- 2,078 1,235 -0- Heavy Equipment -0- -0- -0- -0- -0- Gross Tax Digest $498,588,117 $725,545,044 $722,317,016 $717,980,595 $672,685,805 Less Bond Exemptions -0- -0- -0- -0- -0- Net Bond Tax Digest5 498,588,117 725,545,044 722,317,016 717,980,595 672,685,805 Gross Tax Digest 498,588,117 725,545,044 722,317,016 717,980,595 672,685,805 Less M&O Exemptions (16,237,241) (19,721,005) (1,566,539) (16,137,909) (17,530,849) Net M&O Tax Digest6 482,350,876 705,824,039 720,750,477 701,842,686 655,154,956 Estimated Actual Value $1,246,429,634 $1,813,862,610 $1,805,789,423 $1,794,949,635 $1,681,714,513

_________________ 1 The State of Georgia requires all counties to assess real estate and personal property at the rate of at least 40 percent of estimated

actual value, with the exception of timber, which is assessed at 100%. 2 The State of Georgia Property Tax Unit assesses the value of the property of public utilities at the percentage of fair market value used by the County. The Property Tax Unit then divides the assessment into two parts - assessed value of property and assessed value of franchise - and provides these figures to the County which bills these taxes to the utilities with the amount of tax for each.

3 The State of Georgia Motor Vehicle Tax Unit assesses the value of motor vehicles by make, model, and year by county and provides this information to each county tax office. The State of Georgia assesses the value of motor vehicles at the percentage of fair market value used by the County. 4 The State of Georgia assesses the value of mobile homes at the percentage of fair market value use by the County.

5 Total assessed value, after deducting exemptions, for purposes of levying tax for the School District’s general obligation bonds. 6 Total assessed value, after deducting exemptions, for purposes of levying tax for the support and maintenance of the School District’s

school system. Source: State of Georgia Department of Revenue, Property Tax Division.


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M&O Tax Levies and Collections for the City and the School District The City levies M&O taxes on behalf of the School District. Taxes levied by the City, on behalf of the School District, on January 1 are normally billed by November 1 and are normally payable on or before December 31 of each year or 60 days after the tax bill is mailed. Set forth below is information concerning total real and personal property tax and public utilities tax collections of the City and the School District reported as of the School District’s fiscal years ended June 30, 2007 through June 30, 2011, for the prior calendar year’s tax levy. The figures below EXCLUDE taxes levied and collected on motor vehicles, mobile homes, heavy equipment and timber. The preliminary M&O Tax Levy for calendar year 2012 (based on the 2011 digest and millage rates) is $575,055 for the City and $10,346,756 for the School District. Thomas County may place liens on property once the related tax payments become delinquent. Vehicle property taxes are due annually upon each respective taxpayer’s date of birth.

2007 2008 20093 2010 2011

School District’s M&O Tax Levy $7,946,725 $8,235,146 $11,155,503 $11,101,202 $11,170,039 City’s M&O Tax Levy 1,493,934 1,517,799 1,663,540 1,623,647 941,020 Current Year’s M&O Tax Levy $9,440,659 $9,752,945 $12,819,043 $12,724,849 $12,111,059 Less 1.25% Collection Fee1 (99,334) (102,939) (139,444) (138,765) (139,625) Total Current Year’s Net M&O Tax Levy $9,341,325 $9,650,006 $12,679,599 $12,586,084 $11,971,434 Tax Collections School District’s Current Year’s Collections $8,113,821 $9,207,901 $9,443,979 $10,439,245 $10,122,526 City’s Current Year’s Collections 1,259,635 1,314,697 1,438,830 928,228 861,728 Total Current Year’s Tax Collections $9,373,456 $10,522,598 $10,882,809 $11,367,473 $10,984,254 School District’s Prior Year’s Collections $136,714 $911,842 $212,039 $434,065 $617,341 City’s Prior Year’s Collections 29,100 168,780 39,162 77,645 83,731 Total Prior Year’s Tax Collections $165,814 $1,080,622 $251,201 $511,710 $701,072 Total Tax Collections $9,539,270 $11,603,220 $11,134,010 $11,879,183 $11,685,326 Total Current Year’s Tax Collections as a Percent of Total Current Year’s Net M&O Tax Levy 100.3% 109.0%2 85.8% 90.3% 91.8% Total Tax Collections as a Percent of Total Current Year’s Net M&O Tax Levy 102.1% 120.2%2 87.8% 94.4% 97.6% Uncollected Current Year’s M&O Property Taxes $67,203 -0- $1,936,234 $1,357,376 $1,126,805 Due Date of Taxes 12/20/2006 12/20/2007 12/20/2008 12/20/2009 12/20/2010 Fiscal Year Begins 07/01/2006 07/01/2007 07/01/2008 07/01/2009 07/01/2010 Fiscal Year Ends 06/30/2007 06/30/2008 06/30/2009 06/30/2010 06/30/2011

_______________ 1 The City charges the School District a 1.25% collection fee on the School District’s M&O Tax Levy. 2 Collections for 2008 were higher than previous and subsequent years because the City received reimbursement from the State for the HTRG credits applied to 2008 property tax bills. For most homeowners, the HTRG is a credit of $200-$300 on property used as a primary residence. 3 The significant increase in the tax levy for the 2009 fiscal year was due to an increase in the net assessed value of the tax digest in calendar year 2008 by nearly $218 million, or approximately 31% in net assessed value. The School District’s collections remained consistent with previous years because the School District lowered its millage rate that same year. Delinquent property taxes of the School District are written off when the statute of limitations for their collection (seven years) expires or if no property is found to levy upon, earlier. The delinquent taxes written off are usually for personal property, which are more difficult to collect than taxes on real property. Source: Thomas County Tax Commissioner.

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Ten Largest Taxpayers Set forth below is information concerning the ten largest taxpayers in the School District in calendar year 2011.

Taxpayer

Type of Business

2011 Taxable Assessed Value

Assessed Value as a Percent of 2011 Gross

Assessed Values1 2011 Taxes Levied for

the School District Caterpillar, Inc. Manufacturing $18,753,464 2.79% $320,553 Archbold Hospital Hospital 10,182,305 1.51 179,267 Flowers Baking Co. Bakery 7,575,032 1.13 129,429 Walmart Retail 7,097,460 1.06 121,317 American Signature Furniture 6,570,770 0.98 112,314 Lowe’s Home Center Retail 6,148,124 0.91 105,090 Tri Development Builder/Developer 4,496,276 0.67 81,127 Art Mortgage Borrower Financial 4,174,998 0.62 71,363 Capital Plaza, Inc. Shopping Center 4,003,550 0.60 72,236 Bellsouth Telecom Utility 3,716,413 0.55 63,525 $72,718,392 10.82% $1,256,221 ________________ 1 Based on calendar year 2011 gross tax digest of $672,685,805. Source: Thomas County Tax Commissioner.


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CITY OF THOMASVILLE FINANCIAL INFORMATION Five Year General Fund History Set forth on the following page is a historical, comparative summary of the revenues, expenditures, and changes in fund balance of the City’s General Fund for the past five fiscal years. Information in the table has been extracted from audited financial statements of the City for the years ended December 31, 2006, to December 31, 2010. Although taken from audited financial statements, no representation is made that the information is comparable from year to year, or that the information as shown taken by itself presents fairly the financial condition of the City for the fiscal years shown. For more complete information, reference is made to the general purpose financial statements of the City for fiscal year 2010, which are included in this Official Statement as Appendix A, and to the Comprehensive Annual Financial Reports of the City for fiscal years 2006 to 2009. The fiscal year 2011 audit is unavailable at this time, but unaudited 2011 financials should be available from the City upon request by April 2012.


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City of Thomasville General Fund Fiscal Years Ended December 31, 2006 to December 31, 2010

2006 2007 2008 2009 2010

Revenues

Taxes, General $ 660,736 $ 635,894 $ 674,559 $ 617,905 $ 602,050 Property Taxes, Fire Services 1,458,822 1,517,197 1,639,041 1,588,659 939,647 Sales Taxes, General 1,735,729 1,690,369 1,602,739 1,511,350 1,552,531 Sales Taxes, Selective 454,552 476,210 482,928 476,061 474,914 Business Taxes 1,579,875 1,676,292 1,692,493 1,651,381 1,634,512 Licenses, Permits & Fees 334,002 351,588 261,719 194,880 422,433 Penalties & Interest on Delinquent Taxes 100,173 101,723 106,927 158,991 205,370 Intergovernmental 65,263 212,348 221,787 95,129 212,512 Charges for Services 917,113 929,749 322,434 320,305 429,712 Fines & Forfeitures 313,972 347,109 344,048 302,831 346,279 Investment Earnings 6,078 8,065 2,402 718 872 Miscellaneous Revenue 234,515 84,227 63,796 252,799 95,221

Total Revenues $7,860,830 $8,030,771 $7,414,873 $7,171,009 $6,916,053

Expenditures

Current

General Administration1 $1,577,573 Council -- $345,554 $339,666 $287,419 $299,751 Manager/Assistant Manager -- 306,540 381,931 367,975 397,550 Clerk -- 94,747 87,436 91,784 89,247 Risk Management -- 80,883 85,672 87,733 87,411 Planning & Zoning -- 818,928 863,596 943,726 903,336 Public Safety2 7,322,428 Police -- 5,191,237 5,565,678 5,492,686 5,643,225 Fire -- 2,665,905 3,380,719 3,064,499 3,155,001 Highway & Street Maintenance 1,577,528 2,038,263 2,073,815 2,008,696 2,195,645 Economic Development - Main Street 380,944 374,551 375,913 459,541 868,814 Debt Service Principal 482,427 309,903 625,664 633,734 534,682 Interest 96,093 68,000 69,638 34,575 28,156 Capital Outlay 399,057 -0- -0- -0- -0-

Total Expenditures $11,836,050 $12,294,511 $13,849,728 $13,472,368 $14,202,818

Excess (Deficiency) of Revenues over Expenditures (3,975,220) (4,263,740) (6,434,855) (6,301,359) (7,286,765) Other Financing Source (Uses)

Transfers In $3,303,913 $5,362,505 $5,775,814 $6,506,361 $6,517,144 Debt Issuance 107,014 311,806 1,093,609 109,867 860,580

Total Other Financing Sources (Uses) $3,410,927 $5,674,311 $6,869,423 $6,616,228 $7,377,724

Net Change in Fund Balances (564,293) $1,410,571 $434,568 $314,869 $90,959 Fund Balance Beginning of Year (1,371,210) (1,935,503) (524,932) (90,364) $224,505 Fund Balance End of Year $(1,935,503) $ (524,932) $ (90,364) $ 224,505 $ 315,464 ________________ 1 For Fiscal Year ended December 31, 2006, General Administration includes subcategories Council, Manager/Assistant Manager,

Clerk, Risk Management and Planning & Zoning. 2 For Fiscal Year ended December 31, 2006, Public Safety includes subcategories Police and Fire.

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Accounting Policies The accounting and policies of the City conform to generally accepted accounting principles as applicable to government units. The City uses individual funds and account groups, each of which is considered a separate accounting entity, to report on its financial position and the results of its operations. Fund accounting is designed to demonstrate legal compliance and to aid financial management by segregating transactions related to certain government functions or activities. The operations of each fund are accounted for with a self-balancing set of accounts. An account group is a financial reporting device designed to provide accountability for certain assets and liabilities that are not recorded in the funds because they do not directly affect expendable available financial resources. Note 1 of the City’s financial statements, included as Appendix A to this Official Statement, contains a detailed discussion of the City’s significant accounting policies. Auditors’ Reports Lanigan & Associates, P.C., the City’s auditors for fiscal years 2006 - 2010, state that the general purpose financial statements of the City for fiscal years 2006 - 2010 present fairly, in all material respects, the financial position of the City as of each respective fiscal year, and the results of the City’s operations and the cash flows of its proprietary fund types and nonexpendable trust funds for each respective fiscal year, in conformity with generally accepted accounting principles. Budgetary Process The City’s budget process begins with submission of requests for operating and capital expenditures by department heads to the City Budget Officer during the fall of each year. The Budget Office and the City Manager review and revise these requests and prepare a first draft for review by the Mayor and Council. Following this meeting, a second draft is prepared and the first public hearing is held. A third draft is prepared if needed and a second public hearing is held. A final draft is prepared and the budget is adopted by resolution by the Mayor and Council at their last meeting in December. Pursuant to O.C.G.A. § 36-81-3(b), the annual budget approved by the Mayor and Council must be balanced. A budget is balanced when the sum of estimated net revenues and appropriated fund balances is equal to appropriations. The Mayor and Council have the authority under O.C.G.A. § 36-81-3(d), however, to amend the budget as follows:

(1) Any increase in appropriation at the legal level of control of the City, whether accomplished through a change in anticipated revenues in any fund or through a transfer of appropriations among departments, requires the approval of the Mayor and Council. Such amendment shall be adopted by ordinance or resolution;

(2) Transfers of appropriations within any fund below the local government’s legal level of control requires only the approval of the budget officer; and

(3) The Mayor and Council may amend the legal level of control to establish a more detailed level of budgetary control at any time during the budget period. Said amendment shall be adopted by ordinance or resolution.

Current Budget. Set forth on the following page is a summary of the City’s adopted budget for its General Fund for the fiscal year ending December 31, 2012. The budget is based upon certain assumptions and estimates of the City’s administration regarding future events, transactions, and circumstances. Realizations of the results projected in this budget will depend upon implementation by management of policies and procedures consistent with the assumptions. Accordingly, the actual results achieved could materially vary from those projected in the budget shown.


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City of Thomasville

General Fund Budget for the Fiscal Year Ending December 31, 2012

Revenues Taxes ..................................................................................... Charges for Services ............................................................. Intergovernmental ................................................................. Fines and Forfeitures ............................................................ Licenses and Permits ............................................................ Revenue from Use of Money ................................................ Sales and Recoveries ............................................................ Total Revenues ................................................................ Expenditures City Council .......................................................................... City Manager ........................................................................ City Clerk .............................................................................. Main Street ............................................................................ Risk Management ................................................................. Police Protection ................................................................... Street Department ................................................................. Planning and Zoning ............................................................. Other ..................................................................................... Total Expenditures ............................................................ Excess (Deficiency) of Revenues Over Expenditures .......... Other Financing Sources (Uses) Operating Transfers In (Out) ............................................. Proceeds from Capital Leases ............................................ Total Other Financing Sources (Uses) .............................. Excess (Deficiency) of Revenues & Other Sources Over Expenditures & Other Uses ............................

$ 4,522,800 338,660 90,000 476,000 201,888 500 131,000 $ 5,760,848 $314,411 379,731 98,698 390,006 99,445 6,545,304 2,549,561 1,069,850 $ 3,407,285 $14,854,291 (9,093,443) $ 8,153,837 $ 1,024,717 $ 9,178,554 $ 85,111

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Employee Benefits Pension Plan. The City maintains a single-employer defined benefit pension plan (the “Plan”) where by eligible employees, who voluntarily join, contribute 7.5% of base pay annually and the City contributes 11.25% annually, subject to certain caps. The Plan, adopted in 1949 and amended in 2002, was closed to new members in January 2002, and employees were permitted to transfer to a defined contribution plan. Commencing January 1, 1997, all full-time employees were eligible for Plan membership. Employees of the School District are not Plan participants. As of December 31, 2011, there were 73 active Plan participants and 117 retirees and beneficiaries currently receiving benefits and terminated employees entitled to benefits but not yet receiving them. Total contributions to the Plan in calendar year 2011 amounted to $668,140, of which $400,917 was made by the City and $267,223 was made by the employees. See Note 4 of the City’s financial statements, included as Appendix A to this Official Statement, for more detailed information concerning the Plan. Defined Contribution Plan. Effective June 1, 2000, in accordance with the City Charter, the City created the City of Thomasville Retirement Savings Plan (the “Contribution Plan”), a money purchase defined contribution plan. The Contribution Plan is available to all full-time employees. An independent party, Hartford, maintains accounts for each participant and administers the Contribution Plan. The City contributes 1.75% of each Contribution Plan participant’s base salary. In addition, the City also makes a matching contribution based on the amount that each participant defers under the employers 457 plan, limited to an employer contribution of 6%. Benefits depend solely on amounts contributed to the Contribution Plan and investment earnings, reduced by expenses and investment losses. Participants are vested in and entitled to all balances in their accounts after five years of service. The City has the right to amend the Contribution Plan by resolution. For the year ended December 31, 2011, the City contributed $577,604 to the Contribution Plan. There were no employee contributions to this Contribution Plan.

Other Benefits. Full-time, permanent employees receive vacation benefits in varying amounts to specified maximums depending on tenure with the City. Sick leave accrues to full-time, permanent employees to specified maximums. The City provides all of the cost of health insurance for employees and matches an employee’s contribution to the cost of said employee’s life insurance policy. Other benefits include nine holidays, educational opportunities, and a deferred compensation plan. Short-term disability plans and long-term disability plans are available for eligible employees. Employees are also covered under statutory plans for social security and workers’ compensation. Governmental Immunity and Insurance Coverage Governmental Immunity. O.C.G.A. § 36-33-1 of the Official Code of Georgia Annotated provides that there is no waiver of the sovereign immunity of municipal corporations and that municipal corporations shall be immune from liability for damages. This policy is applicable to actions based upon tort, but is not applicable to actions for the breach of written contracts. Such section also provides that a municipal corporation does not waive its immunity by the purchase of liability insurance, except for vehicular liability insurance or unless the insurance policy covers an occurrence for which the defense of sovereign immunity is available, but the waiver is limited to the extent of the limits of the insurance policy. Pursuant to such section, municipal corporations are not liable for failure to perform or for errors in performing their legislative or judicial powers, but are liable for neglect to perform or improper or unskillful performance of their ministerial duties. The City, however, may be unable to rely upon the defense of sovereign immunity and may be subject to liability in the event of suits alleging causes of action founded upon various federal laws, such as suits filed pursuant to 42 U.S.C. § 1983, alleging the deprivation of federal constitutional or statutory rights of an individual and suits alleging anti-competitive practices and violations of the federal antitrust laws by the City in the exercise of its delegated powers. In addition, the Georgia Whistleblower Act (O.C.G.A. § 45-1-4) (the “Whistleblower Act”), protects public employees who disclose, or who refuse to participate in, an alleged violation of or non-compliance with any federal, state, or local law, rule or regulation pertaining to the possible existence of any activity constituting fraud, waste, and abuse in or relating to any state programs or operations. Any public employee who reports a potential violation shall be free from discipline or reprisal from his employer, unless such disclosure was made with false and reckless disregard. A public employee who has been the object of retaliation in violation of the Whistleblower Act may institute a civil action for relief against the employer. The School District is a public employer subject to the Whistleblower Act.

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Insurance Coverage. The City is a participating member of the Georgia Interlocal Risk Management Agency. The agency, known as “GIRMA,” is an instrumentality of municipal corporations and their related authorities, formed pursuant to intergovernmental contracts to pool liability risks. GIRMA serves as the agent of its members for claims adjustment and administration of the joint liability pool. GIRMA offers its members risk management services in order to reduce the risk of liability before litigation arises. Annual contributions by members are weighted to reflect the exposures of the member, the level of proprietary services offered to the member, the member’s claim history, and a risk analysis. Although protected by reinsurance purchased directly by GIRMA, the solvency of the pool is assured through the agreement of its members to be jointly and severally liable for the self-insurance pool’s obligations. GIRMA provides the City with coverages in three main areas: (1) property, including buildings and contents and automobile physical damage, (2) casualty, including general liability, law enforcement, public officials liability, and automobile liability, and (3) crime, including money and securities and commercial blanket bond. The City has a deductible of $5,000 per occurrence with a comprehensive general and law enforcement liability up to $1,000,000, automobile liability of $1,000,000 and public officials and employment practices liability of $1,000,000 (aggregate limit $5,000,000). The City is not aware of any claims outstanding for comprehensive general liability as of January 1, 2012. Present coverage for the City, pursuant to the GIRMA coverage agreement, effective May 2011 to April 2012, is summarized as follows:

Type Property Buildings and Contents Boiler & Machinery Automobile Physical Damage Type Casualty General Liability (non Fiber Optic Operations) General Liability (Fiber Optic Operations) Excess General Liability (Fiber Optic Operations) Law Enforcement Liability Automobile Liability Public Officials Liability Employee Benefits Liability Crime Blanket Bond Depositors Forgery Money and Securities

Amount in Force $95,001,285

$95,001,285 (limit per occurrence) $1,000 per vehicle

Limits of Liability Each Occurrence Annual Aggregate $ 1,000,000 Unlimited 10,000,000 $ 10,000,000 See General Liability 1,000,000 5,000,000 1,000,000 5,000,000 1,000,000 5,000,000 1,000,000 5,000,000 500,000 n/a 500,000 n/a 500,000 n/a

In addition, the City is self-insured for workers’ compensation and unemployment compensation. The City has a stop-loss insurance policy from a private insurance company for claims in excess of $400,000 for workers’ compensation. As of December 31, 2011, the City had estimated a liability related to reported and unreported claims for workers’ compensation and unemployment compensation and their related administrative expenses, which was incurred on or before December 31, 2011, but was not paid by the City as of that date. These claims incurred but not yet reported were estimated by the City to be $28,800. The estimate is based on the ultimate cost of settling the claims, which includes the effect of inflation and other social and economic factors, which could be reasonably estimated as of December 31, 2011.


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LEGAL MATTERS Litigation There is no litigation now pending or, to the knowledge of the City or the Board of Education, threatened against the City or the School District which seeks to restrain or enjoin the issuance or delivery of the Bonds, the imposition of the Educational Sales Tax, the assessment and collection of an ad valorem tax for payment of debt service on the Bonds, or the use of the proceeds from the sale of the Bonds, or which questions or contests the validity of the Bonds or the proceedings or authority under which they are to be issued. Neither the creation, organization or existence of the City or the Board of Education, nor the title of the present members or other officials of the City or the Board of Education to their respective offices, is being contested or questioned. Legal Proceedings Validation of Bonds. In accordance with the laws of the State of Georgia, the Bonds and the security therefor were confirmed and validated by judgment of the Superior Court of Thomas County, Georgia on February 23, 2012, Civil Action No. 12-CV0195. Under Georgia law, the judgment of validation is forever conclusive against the City and the School District with respect to such validation of the Bonds and the security thereof. Opinions of Counsel. All legal matters incidental to authorization and issuance of the Bonds are subject to the approval of Gray Pannell & Woodward LLP, Savannah, Georgia, Bond Counsel. It is anticipated that the approving opinion will be in substantially the form included in Appendix C. Certain legal matters will be passed upon for the City by its counsel, William C. Sanders, Alexander & Vann, LLP, Thomasville, Georgia, for the School District by its counsel, Kenneth M. Turnipseed, Whelchel & Carlton, LLP, Moultrie, Georgia, and for the Underwriter by its counsel, Gray Pannell & Woodward LLP, Savannah, Georgia. The payment of legal fees is contingent upon issuance of the Bonds. The various legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of the attorneys or law firms rendering the opinion as to the legal issues explicitly addressed therein. By rendering a legal opinion the attorney or law firm does not become an insurer or guarantor of the transaction opined upon, or of the future performance of parties to such transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. Tax Exemption The Internal Revenue Code of 1986 (the “Code”) establishes certain requirements which must be met subsequent to the issuance and delivery of the Bonds for interest thereon to be and remain excluded from gross income for purposes of federal income taxation. Noncompliance with such requirements could cause the interest on the Bonds to be included in gross income for federal income tax purposes retroactively to the date of issue of the Bonds. These requirements include, but are not limited to, provisions which prescribe yield and other limits within which the proceeds of the Bonds are to be invested and require that certain investment earnings on the foregoing be rebated on a periodic basis to the Treasury Department of the United States. The City and the Board of Education have covenanted in the Resolution to comply with the requirements of the Code in order to maintain the exclusion of interest on the Bonds from gross income for federal income tax purposes. In the opinion of Gray Pannell & Woodward LLP, Savannah, Georgia, Bond Counsel, under existing law, and assuming compliance with the aforementioned covenants, interest on the Bonds (a) is excluded from gross income for purposes of federal income taxation and (b) will not be included as an item of tax preference in computing the alternative minimum tax imposed on individuals and corporations; however, such interest will be taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. Although Bond Counsel has rendered an opinion that interest on the Bonds is excluded from gross income for federal income tax purposes, ownership of the Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, foreign corporations which conduct a trade or business in the United States, Subchapter S Corporations, certain recipients of social security or railroad retirement benefits, property and casualty insurance corporations

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and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the Bonds. Bond Counsel has expressed no opinion regarding any such other tax consequences. Prospective purchasers of the Bonds should consult with their own tax advisors as to the consequences of acquiring, carrying or disposing of the Bonds. Bond Counsel is further of the opinion that interest on the Bonds is exempt from taxation by the State of Georgia and any of its political subdivisions. Interest on the Bonds may or may not be subject to state or local income taxation in jurisdictions other than the State of Georgia. Each purchaser of the Bonds should consult his or her own tax advisor regarding the tax-exempt status of interest on the Bonds in a particular state or local jurisdiction other than the State of Georgia. Premium Bonds The difference between the principal amount of the Bonds maturing on April 1, 2014 through April 1, 2018 (collectively, the “Premium Bonds”) and the initial offering price to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of such Premium Bonds of the same maturity was sold constitutes to an initial purchaser amortizable bond premium which is not deductible from gross income for Federal income tax purposes. The amount of amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis over the term of each Premium Bond. For purposes of determining gain or loss on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such Premium Bond in the initial offering to the public at the initial offering price is required to decrease such purchaser’s adjusted basis in such Premium Bond annually by the amount of amortizable bond premium for the taxable year. The amortization of bond premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of determining various other tax consequences of owning the Premium Bonds. Owners of the Premium Bonds are advised that they should consult with their own advisors with respect to the state and local tax consequences of owning such Premium Bonds. Changes in Federal Tax Law From time to time, there are legislative proposals in Congress that, if enacted, could alter or amend the federal tax matters referred to above or adversely affect the market value of the Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to the Bonds issued prior to enactment. In addition, regulatory actions from time to time are announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Bonds or the market value thereof would be impacted thereby. Purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing law, legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation.


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MISCELLANEOUS Ratings Standard & Poor’s Ratings Services, A Division of The McGraw-Hill Companies, Inc., has assigned an enhanced rating of “AA+” to the Bonds, based upon the School District’s participation in the State of Georgia Intercept Program. Standard & Poor’s Rating Services has assigned an underlying rating (without regard to the State of Georgia Intercept Program) of “A-” to the Bonds. See “THE BONDS -Security and Sources of Payment for the Bonds, -Additional Security Provided by State of Georgia Intercept Program. The ratings reflect only the views of the rating agency, and an explanation of the significance of such rating may be obtained from the rating agency furnishing such rating. The rating agency may be contacted as follows: Standard & Poor’s, A Division of The McGraw-Hill Companies, Ratings Services, 55 Water Street, 38th Floor, New York, New York 10041, telephone (212) 438-2074. There is no assurance that the rating will remain unchanged for any given period of time or that it will not be revised downward or withdrawn entirely by the rating agency, if, in its judgment, circumstances so warrant. Any such downward revision or withdrawal of the rating may have an adverse effect on the liquidity and market price of the Bonds.

Additionally, due to the ongoing uncertainty regarding the debt of the United States of America, including without limitation, the general economic conditions in the country, and other political and economic developments that may affect the financial condition of the United States government, the United States debt limit, and the bond ratings of the United States and its instrumentalities, obligations issued by state and local governments, such as the Bonds, could be subject to a rating downgrade. Furthermore, if a significant default or other financial crisis should occur in the affairs of the United States or of any of its agencies or political subdivisions, then such event could also adversely affect the market for and ratings, liquidity, and market value of outstanding debt obligations, such as the Bonds. Underwriting Pursuant to a bond purchase agreement executed by and among the City, the Board of Education, and the Underwriter on March 29, 2012, the Underwriter has agreed to purchase the Bonds at a price of $12,271,144.85, which represents the par amount of the Bonds, $11,400,000, less Underwriter’s Discount of $114,000.00 (not including expenses), plus Original Issue Premium of $985,144.85. The obligations of the Underwriter to accept delivery of the Bonds are subject to numerous conditions set forth in the bond purchase agreement. The Underwriter may offer and sell the Bonds to other dealers and other purchasers at prices lower than the public offering prices stated on the cover hereof. The initial public offering prices may be changed from time to time by the Underwriter. On April 2, 2012, Raymond James Financial, Inc. (“RJF”), the parent company of Raymond James & Associates, Inc. (“Raymond James”), acquired all of the stock of Morgan Keegan & Company, Inc. (“Morgan Keegan”), from Regions Financial Corporation. Morgan Keegan and Raymond James are each registered broker-dealers. Both Morgan Keegan and Raymond James are wholly owned subsidiaries of RJF and, as such, are affiliated broker-dealer companies under the common control of RJF, utilizing “Raymond James | Morgan Keegan” as their trade name. It is anticipated that the businesses of Raymond James and Morgan Keegan will be combined. Certain of the Underwriters have entered into distribution agreements with other broker-dealers (that have not been designated by the City or the School District as Underwriters) for the distribution of the Bonds at the original issue prices. Such agreements generally provide that the relevant Underwriter will share a portion of its underwriting compensation or selling concessions with such broker-dealers. Representation of Parties Gray Pannell & Woodward LLP, Savannah, Georgia has been engaged as both bond counsel and counsel to the Underwriter in connection with the issuance and delivery of the Bonds. Gray Pannell & Woodward LLP has advised the School District and the Underwriter that in acting in such capacities certain of its responsibilities in issuing its opinion as bond counsel and its opinion as Underwriter’s

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counsel may involve potentially differing interests. The represented parties acknowledge and confirm their consent that Gray Pannell & Woodward LLP has been retained to act in both capacities, and the parties further acknowledge that they are aware of potential implications of the common representations and the risks involved. Continuing Disclosure Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”) under the Securities Exchange Act of 1934 imposes continuing disclosure obligations on the issuers of certain state and municipal securities to permit participating underwriters to offer and sell the issuer’s securities. In order to assist the Underwriter of the Bonds in complying with the Rule, the City and the School District will sign a Continuing Disclosure Certificate on the date of issuance and delivery of the Bonds, under the provisions of which it shall covenant for the benefit of the beneficial owners of the Bonds to provide (i) certain financial information and/or operating data relating to the City and the School District (the “Annual Report”) and (ii) notices of the occurrence of certain enumerated events. The Annual Report and the notices of certain enumerated events will be filed electronically with the Electronic Municipal Market Access website (“EMMA”), an Internet based electronic filing system supported by the Municipal Securities Rulemaking Board (“MSRB”). The Annual Report shall contain or incorporate by reference, among other items, the general purpose financial statements of the City and the School District for the prior Fiscal Year. The City’s current fiscal year began on January 1, 2012, and will end December 31, 2012. The School District’s current fiscal year began on July 1, 2011, and will end June 30, 2012. The specific nature of the information to be contained in the Annual Report or in the notices of the occurrence of significant events is in “Appendix D: FORM OF THE CONTINUING DISCLOSURE CERTIFICATE.” Digital Assurance Certification, LLC (“DAC”) serves as dissemination agent for the City’s current disclosure obligations. The City is up to date on its disclosure obligations relating to its outstanding obligations. Financial Statements The City. The general purpose financial statements of the City for the fiscal year ended December 31, 2010, and for the year then ended, attached hereto as Appendix A, have been audited by Lanigan & Associates, P.C., Certified Public Accountants, Thomasville, Georgia, to the extent and for the periods indicated in their report thereon which appears in such appendix. Such financial statements have been included herein in reliance upon the report of Lanigan & Associates, P.C., given upon the authority of such firm as experts in accounting and auditing. The Government Finance Officers Association of the United States and Canada awarded a Certificate of Achievement for Excellence in Financial Reporting (the “Certificate of Achievement”) to the City for its comprehensive annual financial report for the fiscal year ended December 31, 2010. The Certificate of Achievement is a prestigious national award recognizing conformance with the highest standards for preparation of state and local government financial reports. In order to be eligible for a Certificate of Achievement, a government unit must publish an easily readable and efficiently organized comprehensive annual financial report. The report must satisfy both generally accepted accounting procedures and applicable legal requirements. The Board of Education. The general purpose financial statements of the Board of Education as of June 30, 2010, and for the year then ended, included as Appendix B, have been audited by the State of Georgia Department of Audits, Atlanta, Georgia, to the extent and for the period indicated in its report thereon which appears in such appendix. Such financial statements have been included herein in reliance upon the report of the State of Georgia Department of Audits, given upon the authority of such agency as experts in accounting and auditing. The State of Georgia Department of Audits, as a matter of policy, does not sign written consents to the inclusion of its audit reports in Official Statements and, pursuant to such policy, has not signed and will not sign a written consent to the inclusion of its audit report in Appendix B. The State of Georgia Department of Audits could use the defense of sovereign immunity against any claim based upon its negligence in performing the audit of the Board of Education’s financial statements.

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Miscellaneous Insofar as any statement in this Official Statement involves matters of opinion or of estimates, whether or not expressly stated, they are set forth as such and not as representations of fact. No representation is made that any of the statements will be realized. Neither this Official Statement nor any statement which may have been made orally or in writing is to be construed as a contract with the Holders of the Bonds.

Use of the words “shall,” “must,” or “will” in summaries of documents or laws in this Official Statement to describe future events or continuing obligations is not intended as a representation that such event will occur or obligation will be fulfilled but only that the document or law contemplates or requires such event to occur or obligation to be fulfilled.

Certification The execution and delivery of this Official Statement, and its distribution and use by the Underwriter, have been duly authorized and approved by the City and the Board of Education. CITY OF THOMASVILLE By: /s/ Max Beverly Mayor BOARD OF EDUCATION OF THE CITY OF THOMASVILLE By: /s/ Matthew Conyers, Jr. Chairman

Appendix A

CITY OF THOMASVILLE, GEORGIA GENERAL PURPOSE FINANCIAL STATEMENTS

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010 The general purpose financial statements of the City of Thomasville for the fiscal year ended December 31, 2010, and for the year then ended, included as part of this Appendix A, have been audited by Lanigan & Associates, P.C., Certified Public Accountants, Thomasville, Georgia, to the extent and for the periods indicated in their report thereon which appears in this Appendix A. Such financial statements have been included herein in reliance upon the report of Lanigan & Associates, P.C., given upon the authority of such firm as experts in accounting and auditing.

Appendix B

CITY OF THOMASVILLE BOARD OF EDUCATION GENERAL PURPOSE FINANCIAL STATEMENTS

FOR THE FISCAL YEAR ENDED JUNE 30, 2010 The general purpose financial statements of the City of Thomasville School District as of June 30, 2010, and for the year then ended, included as this Appendix B, have been audited by the State of Georgia Department of Audits, Atlanta, Georgia, to the extent and for the period indicated in its report thereon which appears in this Appendix B. Such financial statements have been included herein in reliance upon the report of the State of Georgia Department of Audits, given upon the authority of such agency as experts in accounting and auditing. The State of Georgia Department of Audits, as a matter of policy, does not sign written consents to the inclusion of its audit reports in Official Statements and, pursuant to such policy, has not signed and will not sign a written consent to the inclusion of its audit report in this Appendix B. The State of Georgia Department of Audits could use the defense of sovereign immunity against any claim based upon its negligence in performing the audit of the City of Thomasville School District’s financial statements.

Appendix C

PROPOSED FORM OF LEGAL OPINION OF BOND COUNSEL

The form of Legal Opinion included in this Appendix C has been prepared by Gray Pannell & Woodward LLP, Savannah, Georgia, Bond Counsel, and is substantially the form to be given in connection with the delivery of the Bonds.

Appendix C-1

[Date of Closing] Mayor and Council of the City of Thomasville Thomasville, Georgia Board of Education of the City of Thomasville Thomasville, Georgia Re: $11,400,000 CITY OF THOMASVILLE GENERAL OBLIGATION SCHOOL BONDS, SERIES 2012 To the Addressees: We have acted as bond counsel in connection with the issuance by the City of Thomasville (the “City”), a municipal corporation of the State of Georgia, of its GENERAL OBLIGATION SCHOOL BONDS, SERIES 2012, in the aggregate principal amount of $11,400,000 (the “Bonds”), dated as of the date of issuance and delivery thereof. In this capacity we have examined (i) the Constitution and general laws of the State of Georgia; (ii) certified copies of proceedings of the Mayor and Council of the City; (iii) certified copies of proceedings of the Board of Education of the City of Thomasville (the “Board of Education”), which board is authorized by the Charter of the City to regulate the operations of the School District of the City of Thomasville (the “School District”), including a joint resolution adopted on August 23, 2011 by the Board of Education and the Board of Education of Thomas County, calling an educational sales and use tax referendum, which was held in Thomas County on November 8, 2011 (the “Referendum”); (iv) certified copies of a bond resolution adopted by the Mayor and Council of the City and the Board of Education on March 29, 2012 (the “Resolution”); (v) a certified copy of the proceedings in and the judgment of the Superior Court of Thomas County, Georgia by which the Bonds were validated; and (vi) other proofs authorizing and relating to the issuance of the Bonds, including a copy of the consolidated returns of the Referendum. As to questions of fact material to our opinion, we have relied upon representations of the City and the Board of Education contained in the Resolution and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. The Bonds are subject to transfer and exchange at the times, in the manner, and on the terms specified in the Resolution. The Bonds are being issued pursuant to a book-entry system in fully registered form. The principal of the Bonds matures on April 1 in the years and amounts set forth in the Resolution and is not subject to redemption prior to maturity. Interest on each Bond is payable on April 1 and October 1 in each year, beginning on October 1, 2012, in the manner and at the rate of interest stated in each Bond and the Resolution, until the obligation with respect to the payment of the principal of such Bond shall be discharged.

[Date of Closing] Page 2

Appendix C-2

The Bonds constitute a portion of the $12,000,000 in maximum principal amount of general obligation school bonds authorized to be issued by the City pursuant to the results of the Referendum. The legal opinions expressed herein are based upon existing law, are subject to the provisions of applicable bankruptcy, insolvency, reorganization, moratorium and similar laws, now or hereafter in effect, relating to or affecting the enforcement of creditors’ rights, are subject to the exercise of judicial discretion regarding usual equity principles, and except as expressly stated, do not relate to compliance by the City, the initial purchasers of the Bonds, or any other party with any statute, regulation or ruling of the State of Georgia or the United States of America regarding the sale (other than the initial sale by the City) or distribution of the Bonds. The Internal Revenue Code of 1986, as amended (the “Code”) sets forth certain requirements which must be met subsequent to the issuance and delivery of the Bonds for interest thereon to be and remain excluded from gross income for purposes of federal income taxation. Non-compliance with such requirements may cause interest on the Bonds to be included in gross income retroactively to the date of issue thereof. Pursuant to the Resolution, the City and the Board of Education have covenanted to comply with the requirements of the Code in order to maintain the exclusion from federal gross income of interest on the Bonds. In reliance upon and subject to the foregoing, we are of the opinion that: 1. The Bonds have been authorized and issued by the City, with the assent of a majority of the qualified voters of the City and Thomas County voting in the Referendum held for that purpose, and in accordance with the Constitution and laws of the State of Georgia. 2. The payment of the Bonds is validly secured by the School District’s pro rata share of a one percent sales and use tax for educational purposes which will be collected within Thomas County beginning January 1, 2013, for a period of time not to exceed 20 calendar quarters. The principal of and interest on the Bonds are payable from a separate account in which are to be placed the proceeds received by the School District from such sales and use tax. The obligation to pay such principal and interest, however, is a general obligation debt of the City, and constitutes a pledge of the full faith and credit and taxing power of the City. The Bonds are valid and binding general obligations of the City. Any liability on such debt which is not satisfied from the proceeds of the sales and use tax for educational purposes shall be satisfied from the general funds of the Board of Education or the City or from a direct annual ad valorem tax to be levied by the City for such purpose. 3. All property subject to taxation for general obligation school bond purposes in the City is subject to the levy of an ad valorem tax unlimited as to rate or amount for the purpose of paying the principal of and interest on the Bonds. The Mayor and Council of the City is authorized by law to levy, and has levied on all of said property such ad valorem taxes as will produce funds sufficient in amount to pay the principal of and interest on the Bonds as the same become due and payable to the extent that proceeds of the sales and use tax for educational purposes are insufficient to pay the same. 4. The Board of Education has irrevocably authorized and directed the State of Georgia Board of Education to withhold from time to time, as necessary, State of Georgia appropriated funds to which the School District is entitled, and to transfer to the Debt Service Account Custodian (as defined in the Resolution), from such withheld funds, the amount necessary to pay the principal of and interest on the Bonds 5. The Bonds were duly confirmed and validated by judgment of the Superior Court of Thomas County entered on February 23, 2012, and no valid appeal may be taken from said judgment of validation.

[Date of Closing] Page 3

Appendix C-3

6. Assuming compliance with the aforementioned covenant by the City and the Board of Education to maintain the exclusion from federal gross income of interest on the Bonds, interest on the Bonds is excluded from gross income for federal income tax purposes and the interest thereon is exempt from taxation by the State of Georgia and any of its political subdivisions. The interest on the Bonds will not be included as an item of tax preference in computing the federal alternative minimum tax imposed on individuals and corporations; however, such interest will be taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. Although we have rendered an opinion that interest on the Bonds is excluded from gross income for federal income tax purposes, a bondholder’s federal tax liability may otherwise be affected by the ownership or disposition of the Bonds. The nature and extent of these other tax consequences will depend upon the bondholder’s other items of income or deduction. We express no opinion regarding any such other tax consequences. This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur.

Yours very truly, GRAY PANNELL & WOODWARD LLP By: A Partner

Appendix D

THE FORM OF THE CONTINUING DISCLOSURE CERTIFICATE

Appendix D - 1

CONTINUING DISCLOSURE CERTIFICATE

This Continuing Disclosure Certificate (this “Disclosure Certificate”) is executed and delivered by the Board of Education of the City of Thomasville (the “Board of Education”), the managing and controlling body of the School District of the City of Thomasville (the “School District”), a political subdivision of the State of Georgia, and the City of Thomasville (the “City”) in connection with the issuance by the City of its CITY OF THOMASVILLE GENERAL OBLIGATION SCHOOL BONDS, SERIES 2012, in the aggregate principal amount of $11,400,000 (the “Bonds”). The Bonds are being issued pursuant to a bond resolution adopted by the Board of Education and the City on March 29, 2012 (the “Resolution”).

The Board of Education, on behalf of the School District, and the City both covenant and agree as follows:

SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Board of Education and the City for the benefit of the Holders and Beneficial Owners of the Bonds (together, the “Bondholders”) and in order to assist the Participating Underwriter (defined below) in complying with U.S. Securities and Exchange Commission Rule 15c2-12(b)(5).

SECTION 2. Definitions. In addition to the definitions set forth in the Resolution or parenthetically defined herein, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings:

“Annual Report” means any Annual Report provided by the School District or the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.

“Beneficial Owner” means any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes.

“Board of Education” means the Board of Education of the City of Thomasville, Georgia, and any successor or successors in office to the present Board of Education.

“City” means the City of Thomasville, Georgia, a municipal corporation of the State of Georgia.

“Dissemination Agent” means the Board of Education, or any successor Dissemination Agent designated in writing by the Board of Education and which has filed with the Board of Education a written acceptance of such designation.

“EMMA” means the MSRB’s Electronic Municipal Market Access System which became effective July 1, 2009, and which receives electronic submissions of the Annual Report on the EMMA website at http://www.emma.msrb.org.

“Fiscal Year” means any period of 12 consecutive months adopted by the governing body of the School District as the School District’s fiscal year for financial reporting purposes and any period of 12 consecutive months adopted by the governing body of the City of Thomasville as the City’s fiscal year for financial reporting purposes. The School District’s current fiscal year began on July 1, 2011, and will end on June 30, 2012. The City’s current fiscal year began on January 1, 2012, and will end on December 31, 2012.

“Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate.

Appendix D - 2

“MSRB” means the Municipal Securities Rulemaking Board.

“Obligated Person” has the meaning set forth in the Rule.

“Participating Underwriter” means Morgan Keegan & Company, Inc., the original underwriter of the Bonds required to comply with the Rule in connection with the offering of the Bonds.

“Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

SECTION 3. Provision of Annual Reports.

(a) The School District and the City will provide, or cause the Dissemination Agent (if other than the School District) to provide electronically to EMMA, not later than 270 days after the end of the School District’s Fiscal Year, commencing with the report for the Fiscal Year ending June 30, 2012, an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. Although the United States Securities and Exchange Commission has recommended that Annual Reports be submitted within 180 days after the end of each Fiscal Year, allowing the Annual Report to be submitted not later than 270 days after the end of the School District’s Fiscal Year allows the State of Georgia Department of Audits and Accounts additional time to complete and submit its annual audited financial statements. The Annual Report will be made to EMMA as PDF files configured to permit documents to be saved, viewed, printed, and retransmitted by electronic means. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the School District and the City may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. In such event, the audited financial statements will be submitted promptly to EMMA upon their availability. If the School District’s or the City’s fiscal years change, notice of such change shall be given in the same manner as for a Listed Event under Section 5(c).

(b) Not later than 15 business days prior to the date specified in paragraph (a) of this Section 3 for providing the Annual Report to EMMA, the School District or the City shall provide the Annual Report to the Dissemination Agent (if other than the School District). If the School District or the City is unable to provide an Annual Report by the date required in paragraph (a), the Dissemination Agent shall send a notice to EMMA in substantially the form attached as Exhibit A.

(c) The Dissemination Agent shall:

(i) determine each year, prior to the date for providing the Annual Report, the manner of filing with EMMA; and

(ii) (if the Dissemination Agent is other than the School District) file a report with the School District and the City certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided to EMMA.

SECTION 4. Content of Annual Reports. The School District’s and the City’s Annual Report shall contain or incorporate by reference the following items:

(a) The general purpose financial statements of the School District and the City for the prior Fiscal Year, prepared in accordance with generally accepted accounting principles as applicable to governmental entities from time to time by the Governmental Accounting Standards Board, except for (i) the variances and omissions disclosed in the Official Statement relating to the Bonds and (ii) such other minor

Appendix D - 3

deviations or omissions as are customary for school districts and cities in the State of Georgia which do not materially misstate the financial position of the School District and the City. Such financial statements will be accompanied by an audit report, if available at the time of submission of the Annual Report as provided in Section 3(a) hereof, resulting from an audit conducted by an independent certified public accountant or a firm of independent certified public accountants in conformity with generally accepted auditing standards. If such audited financial statements are not available by the time the Annual Report is required to be filed, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the Official Statement relating to the Bonds, and the audited financial statements, together with the audit report thereon, shall be filed in the same manner as the Annual Report when they become available.

(b) If generally accepted accounting principles have changed since the last Annual Report was submitted pursuant to Section 3(a) hereof and if such changes are material to the School District or the City, a narrative explanation describing the impact of such changes on the School District or the City.

(c) Information for the preceding Fiscal Year regarding the following categories of financial information and operating data of the School District: (i) the schools comprising the School District; (ii) the enrollment in the School District’s school system; (iii) the employees, employees relations and labor organizations of the School District; (iv) Educational Sales Tax collections of the School District; (v) the insurance coverage of the School District; and (vi) the post-employment benefit contributions of the School District.

(d) Information for the preceding Fiscal Year regarding the following categories of financial information and operating data of the City: (i) the employees, employees relations and labor organizations of the City; (ii) summary of City debt by category; (iii) the legal debt margin of the City; (iv) the property tax digest of the City; (v) the millage rates of the City and School District; (vi) the property tax digest of taxable property within the school district; (vii) the property tax levies and collections of the School District and the City; (viii) the ten largest taxpayers in the School District; (ix) the insurance coverage of the City; (x) the City’s contribution to any pension plans or defined contribution plans of the City.

Any or all of the items listed above may be incorporated by specific reference to other documents, including official statements of debt issues with respect to which the School District or the City is an Obligated Person, which have been submitted to EMMA or the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The School District and the City shall clearly identify each such other document so incorporated by reference.

SECTION 5. Reporting of Significant Events.

(a) The School District and the City shall provide or cause to be provided through the Dissemination Agent to EMMA, in a timely manner not in excess of ten business days after the occurrence of the event, notice of the occurrence of any of the following events with respect to the Bonds:

1. Principal and interest payment delinquencies; 2. Non-payment related defaults, if material; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or

final determinations of taxability, Notice of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;

Appendix D - 4

7. Modifications to rights of Bondholders, if material; 8. Bonds calls, if material, and tender offers; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds, if

material; 11. Rating changes;

12. Bankruptcy, insolvency, receivership or similar event of the obligated person. This event is considered to have occurred when any of the following have occurred: (i) appointment of receiver, fiscal agent or similar officer in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the School District or the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court of governmental authority, or (ii) the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the School District or the City;

13. The consummation of a merger, consolidation, or acquisition involving the School District or the City or the sale of all or substantially all of the assets of the School District or the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and

14. Appointment of a successor or additional trustee or the change of name of a trustee, if material.

(b) Notwithstanding the foregoing, notice of Listed Events described in paragraph (a)(8) and (9) above need not be given under this Section 5 any earlier than the notice (if any) of the underlying event is given to the Bondholders of affected Bonds pursuant to the Resolution.

(c) The content of any notice of the occurrence of a Listed Event shall be determined by the School District and shall be in substantially the form attached as Exhibit B.

SECTION 6. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the School District or the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the School District or the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the School District and the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

SECTION 7. Termination of Reporting Obligation. The School District and the City reserve the right to terminate their obligations under this Disclosure Certificate if and when the School District and the City no longer remain as an Obligated Person with respect to the Bonds within the meaning of the Rule; in particular, upon the occurrence of the legal defeasance, prior redemption, or payment in full of all of the Bonds. If such termination or substitution occurs prior to the final maturity of the Bonds, the School District and the City shall give notice of such termination or substitution to EMMA.

SECTION 8. Dissemination Agent. The School District and the City, from time to time, may appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure

Appendix D - 5

Certificate, and may discharge any such Dissemination Agent with or without appointing a successor Dissemination Agent. A Dissemination Agent other than the School District or the City shall not be responsible in any manner for the content of any notice or report prepared by the School District or the City pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the School District.

SECTION 9. Amendment. Notwithstanding any other provision of this Disclosure Certificate, the School District and the City may amend this Disclosure Certificate if:

(a) such amendment is made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of the School District or the City on the Bonds or type of business conducted;

(b) such amendment is supported by an opinion of counsel expert in federal securities laws, to the effect that the undertakings contained herein, as amended, would have complied with the requirements of the Rule on the date hereof, after taking into account any amendments or official interpretations of the Rule, as well as any change in circumstances; and

(c) such amendment does not materially impair the interests of the Bondholders, as determined either by an unqualified opinion of nationally recognized bond counsel filed with the City and the School District, or by the approving vote of the Bondholders pursuant to the terms of the Resolution at the time of such amendment.

If any provision of this Disclosure Certificate is amended, the first release of the Annual Report containing any amended financial information or operating data shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being provided. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5 and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

SECTION 10. Default. If the School District or the City fails to comply with any provision of this Disclosure Certificate, any Bondholder’s right to enforce the provisions of this undertaking shall be limited to a right to obtain mandamus or specific performance by court order of the School District’s or the City’s obligations pursuant to this Disclosure Certificate. Any failure by the School District or the City to comply with the provisions of this Disclosure Certificate shall not be an event of default with respect to the Bonds.

SECTION 11. Duties, Immunities, and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and, to the extent allowed by applicable law, the School District and the City agree to indemnify and save the Dissemination Agent (if other than itself), its officers, directors, employees, and agents, harmless against any loss, expense, and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The obligations of the School District and the City under this Section 11 shall survive resignation or removal of the Dissemination Agent (if other than the School District) and payment of the Bonds.

SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the School District, the City, the Dissemination Agent (if other than the School District), the Participating Underwriter,

Appendix D - 6

and the Bondholders, and shall create no rights in any other person or entity.

SECTION 13. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Dated: [Date of Issuance]

THE CITY OF THOMASVILLE

(SEAL) By: Mayor Attest: City Clerk

BOARD OF EDUCATION OF THE CITY OF THOMASVILLE

(SEAL) By: Chairman Attest: Secretary

Appendix D - 7

Exhibit A

NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: The City of Thomasville (Georgia) Name of Bond Issue: $11,400,000 CITY OF THOMASVILLE GENERAL OBLIGATION SCHOOL BONDS,

SERIES 2012 Date of Issuance: _____________, 2012 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Certificate executed by the Issuer and the School District as of April ___, 2012. The Issuer anticipates that the Annual Report will be filed by ____________, 20__. Dated: ____________, 20__ [Name of Dissemination Agent] By: _______________

Appendix D - 8

Exhibit B

NOTICE OF THE OCCURRENCE OF [INSERT THE LISTED EVENT] relating to


GENERAL OBLIGATION SCHOOL BONDS, SERIES 2012 (the “Bonds”) CUSIP NUMBERS1:

Notice is hereby given that [insert the Listed Event] has occurred. [Describe circumstances leading up to the event, action being taken and anticipated impact.]

This notice is based on the best information available at the time of dissemination and is not guaranteed as to accuracy or completeness. Any questions regarding this notice should be directed to [insert instructions for presenting securities, if applicable].

[Notice of a Listed Event constituting defeasance shall include the following:

The City of Thomasville, Georgia, hereby expressly reserves the right to redeem such refunded or defeased bonds prior to their stated maturity date in accordance with the optional/extraordinary redemption provisions of said defeased Bonds.

OR

The City of Thomasville, Georgia, hereby covenants not to exercise any optional or extraordinary redemption provisions under the Bond Resolution; however, the sinking fund provision will survive the defeasance.

AND

The Bonds have been defeased to [maturity/the first call date, which is __________]. This notice does not constitute a notice of redemption and no Bonds should be delivered to the City or the Paying Agent as a result of this mailing. A Notice of Redemption instructing you where to submit your Bonds for payment will be mailed _______ to _______ days prior to the redemption date.]

Dated: __________, 20__ [Name of Dissemination Agent] By: Title ______________

1 No representation is made as to the correctness of the CUSIP number either as printed on the Bonds or as contained herein, and reliance may only be placed on other bond identification contained herein.

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