Loading...
HomeMy WebLinkAbout2017-11-14 Meeting Agendawww.augustaga.gov Special Called Meeting Commission Chamber- 11/14/2017- 11:00 AM 1. Motion to approve the appointment of one from the following nominations for a four-year term on the Richmond County Hospital Authority: Eugene F. McManus Daniel H. Boone, M.D. Levi W. Hill, IV Attachments 2. Motion to adopt the corrected Authorizing Resolution providing for approval of an Intergovernmental Redevelopment Contract, between Augusta and the Urban Redevelopment Agency of Augusta, in support of the Foundry Place project to be leased by the Urban Redevelopment Agency of Augusta to Columbia Ventures, LLC pursuant to the referenced Lease Agreement, subject to incorporating the modification terms contained in the October 2, 2017 Columbia Ventures, LLC memorandum to Augusta. (Deferred approval by the Commission November 7, 2017) Attachments 3. LEGAL MEETING A. Pending and potential litigation B. Real estate C. Personnel Attachments 4. Motion to authorize execution by the Mayor of the affidavit of compliance with Georgia's Open Meeting Act. Attachments 5. Motion to approve Augusta On Ice Agreement. Attachments Legal Administration Committee Meeting 11/14/2017 11:00 AM Appointment Richmond County Hospital Authority Department: Presenter: Caption:Motion to approve the appointment of one from the following nominations for a four-year term on the Richmond County Hospital Authority: Eugene F. McManus Daniel H. Boone, M.D. Levi W. Hill, IV Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 1 UNTVERSITY HEALTH CARE SYSTEM November 17,2016 Ms. Lena J. Bonner Clerk of Commission Augusta-fuchmond County Commission City-County Building Suite 220 535 Telfair Streer Augusta, GA 30901 Dear Ms. Bonner: Consistent with the Bylaws, the Richmond County Hospital Authority respectfully submits the followingnominations for a four-year term on the Authority. For the position currently occupied by Randolph R. Smith, M.D. who is eligible for reappointment: 1. Eugene F. McManus,2642 Hillcrest Avenue, Augusta, GA 309042- Daniel H. Boone, M.D, 87 Conifer Circle, Augusta, GA 309093. Levi W. Hill, IV, 3025 Bransford Road, Augusta, GA 30909 It is my pleasure to submit these nominations on behalf of the Richmond County Hospital Authority. Sincerely yours, James R. Davis President and CEO JRD:dps 1350 Walton Way . Augusra, Georgia 30901-2612 . 706/722-90ll Attachment number 1 \nPage 1 of 5 Item # 1 UPDA,TED A1rc31fi NAME oF B0ARD Richmond countv Hospital Authoritv Members Seat Appointment Effective Randolph smith 4-yr o2lost13 rmmediately(At-large Position) Alexander MacDonell 4.yr 01t21t14 lmmediately(Medical Staff Position) Sugf'l Hamilton 4-yr A1ngn6 lmmediatety(Medicat Staff Position) Anne D. Trotter 4-yr O1tOSt16 lmmediatety(Catholic Faith Position) Charles Caye 4-yr 01106115 alnons 01t06115 01103t17 lmmediately lmmediately lmmediately lmmediately lmmediately Expires 12t31t16 12131t17 12t31119 12t31119 12131t18 12131t17 12131t19 12t31t18 12t31t18 (African-American position) James W. Bennett, Jr.4-yr 01/05/16 (At Large Position) David Sirull 4-yr (Jewish Faith Position) Ben Hasan (Commission Position) (At-Large Position) Mac A. Bowman $yr MEETINGS: FUNCTION: Quarterly (May, August, November) 4h Tuesd ay 12 Noon Prevention of disease, cure of disease, administering to thesick and the rendering of medicar and surgical seirice tocitizens of the designated area. To consiruct, maintain,modernize, repair and otherwise provide adequate andnecessary and other medical facilities. Resolution of 12-21-Sg, Article 7, Section 6 of theconstitution of state of Georgia and statues of GA. Ga. Acts CREATED: Attachment number 1 \nPage 2 of 5 Item # 1 CONTAGT: of 1941, page 241 et set. Ga. Code Ann. 31-7-7211964 Ga. Ga. Laws p. 598 et seq./1985 Ga. Laws p' 3892 et seq' Atoya Jones at7O6-722-9011; James Davis, President & CEO University Health Care System. Attachment number 1 \nPage 3 of 5 Item # 1 HATUEESAVTHfr FAX 'flEHO 016'16 IJ;IC O liipo,!- *{- 'o&n-t &nu"a rnn fzpa{ d'y*tsta: ioJDalf,.c' {)n,itnaba /fu Phone I ?hcnei.?14_8o$s f$r 8el- l€39 at( of agencles or organ,lzatlons that s andlor traLaLng Progrsfis ; part|cLpa cerrled on to prouote the general- h provlde grester efflclencleg and ec care tg the corstpunlty' Artlcle V l{eubershlp Sectlon 1, rhe AuEhorlty eha11 conslst of alne aembcre rrho sha].l F=41-deats of Rlcbaoad Couaty, Georgia. The ueabers of the Authortty sha1l represent tbe broad lnterests of the comunlty aad shal1 oot uce perstaal lafluence for the galn of speclfic lndlvlduaLE or trouPa. Sectlon 2. Ot oeober EuEt be Cathollc falth, roembers raust be Hospltal. Section 3. Ihe Eeru of, offtce' for each ueaber ebal1 be four yeers' vev L-v.. v i A member Eay 8ot serve uore ttrar tryo coasecurlYe ful1 terae of - t- a "tii". and irrail ioi u. eltglble for reappolntnent ualess he has been out of oftlce for oae full yesr. A oenber sha11 Berve untLl hJ,a tem erpltts and untl1 t succcssor has been appotated' No sreaber eha11 be elected to a t€:t durTng stltch he u111 attaln the age of 70. sectlon 4. Sh.ould any ueaber of the Authotlty die, resltar or - ;:-r" q"riili"a rL zcr before the exp'ratlon of hls ten'' then thc Boatd, of Colpisslonere of Roadg aad Rcvenues of Rlchmoad CountyrGeorglashallaPpolnteEucceasororaucceE8or6forthe uaexpired teED or t€rms aa Prescrlbed 1n Sectloa 5' Sectloa 5. Appotntareat of each member of the Authorlty shal1 be ;ffiero."'aofGomiss1onersofRoads-andRevenuesof ucmoaa county, ceorgla from the _naBes of three eIl.glble Per3on6. eubattted by the arttlif.y to sald goard of Gomlsslonere. For the ippoio.t"ot to fl'LL each vacaney of the tr'o rleobers of the *irilorfty to be selected froa tire ActlTe lledlcaL staff, as pro'vlded ii S.itfi" 2 of tbrl;s Artlcle, the Authortty shal1 select three naaes ttost a 1J.st of ten suboltred to l-t by the Actlve l{edlcal Staff cnd the appol,otaclt sha11 then be rngde froa thls 11st p";;;;-to thc-ptoceUute for the aPPo1ntEerrt of the other uembers' sectioa 6. A aeuber of the Autho:rlty sheLl attend 75 perccat of r%-ular qusrterly oeetlngs and regularly scheduled coualttee aelthge durlug a caLeadlr year unless excueed by the Authorlty for lllnesi or other acceptable reaaon. Fallutc tO attend the regulred nrrsber of oettlngg Sha1].oPerat€ as a cender pf reslgAatlon aad the nlne aernbers of thc Authorlty, at least one of the Jerrlsh falth, at leasE one peober of the at least one uenber of the Black tace, and Cro Actlve ?tcdlcal Staff mepbers of the Onlverslty Attachment number 1 \nPage 4 of 5 Item # 1 Euch Eeaber trBy be removed by t-he Authorlty at any regular or epecter. meetlng of, the Authortty- Sectlon 7" In addltlon to sald regulat ne€tlngs of the Authority,thc Bsard of Comissloners sf Rgads and Revenues of Rlchmond County, Georgj-a shs11 h.ave the authodty to deslgnate ore of ltg neabers s.s en advlsor to the Arrthority, the Uouenr s Board of the Unlverelty Hospital shall llkeuise have the rlght to appoint oae of 1ts tr€abers as an advtgor, and the Glergy Staff ehall llkevlse h^eve the rlght to appolnt gne of ttg ueubers aE an advlsor end the Presldent of Ualverslty Heal,th Servlces, Inc; wlLl be an advlsor to the Authorlty; but satd idvlgorg shal1 not bd rnemberp of theAuthorlti, ehalI lave ao votlag power ln Eatters haadlled by the Authorlty, and thelr servlces ehalI be advlsory only ln all natters. Attachment number 1 \nPage 5 of 5 Item # 1 Legal Administration Committee Meeting 11/14/2017 11:00 AM Foundry Place_Resolution Adoption Department:Housing and Community Development Department Presenter:Hawthorne Welcher, Jr. (HCD) and Jake Von Trapp (Columbia Ventures) Caption:Motion to adopt the corrected Authorizing Resolution providing for approval of an Intergovernmental Redevelopment Contract, between Augusta and the Urban Redevelopment Agency of Augusta, in support of the Foundry Place project to be leased by the Urban Redevelopment Agency of Augusta to Columbia Ventures, LLC pursuant to the referenced Lease Agreement, subject to incorporating the modification terms contained in the October 2, 2017 Columbia Ventures, LLC memorandum to Augusta. (Deferred approval by the Commission November 7, 2017) Background:FOUNDRY PLACE will be a newly constructed 221 unit multifamily development to be located as a gateway to the historic Laney Walker / Bethlehem Revitalization area (LW/B), and is one of 6 targeted areas for development identified by the LW/B Plan. This development encompasses 7.6 acres, has been re-zoned as a Planned Urban Development (PUD), serves as one of the primary gateway corridors into these historic neighborhoods, and would provide impactful revitalization of a historically depressed area. The completion of this project would significantly contribute to LW/B’s goal of redeveloping the existing neighborhoods, repopulating the communities, and leveraging both the City's investment to date and over $175M of recent capital improvements at Augusta University. The taxes generated from this project would help pay back the funds expended by the City previously in creating the LW/B Revitalization Area, and at the conclusion of this project, the City will be paid additional funds to deploy in the next identified area project. FOUNDRY PLACE, will be developed, built and managed through the joint efforts of Augusta, GA (through Housing and Community Development Department), the Urban Redevelopment Agency, and Columbia Ventures whose primary focus is centered on the development of housing anchored mixed-use developments in urban locations in the southeastern United States. Columbia Ventures, LLC, a Cover Memo Item # 2 minority founded developer with 8,000+ units under management, was created in collaboration with the principals of the award- winning affordable housing development and property management firm Columbia Residential, and has created a market- rate development and investment company with a unique skill set, dynamic approach to urban development. This development will consist of approximately 221 one, two, and three bedroom units (avg. size of 996 sq. ft.) with an average rent of $1200/month. Columbia Ventures will outlay its own cash in pre-development and to begin the construction and then receive a loan in the form of financing from economic development bonds. The project marketing will be targeted to families returning to the revitalized neighborhood, medical professionals, medical/graduate students, area workers and professors to name a few. Analysis:New Construction of a 221 market rate unit apartment community (7.6 acres) in the Laney Walker/Bethlehem neighborhood as part of the comprehensive LW/B Urban Redevelopment Plan. The mission of the developer is to provide an impactful project to this notated gateway corridor, utilize the support of civic organizations, governmental authorities and residential neighbors in providing neighborhoods that matter in a mixed income and mixed tenure housing environment with first-class amenities in an aesthetically superior combination of land planning, architectural elements and landscaping. Financial Impact:• Augusta, GA’s involvement: backing of a maximum of $27 million of “economic development” bonds (100% of bonds paid by Developer) • Project to be sold or refinanced within 7 years at which time all bonds are paid off and Augusta, GA has no liability • Columbia Ventures pays 100% of bond and interest costs through lease payments • Columbia Ventures is investing 20% of the total development cost (approximately $6,500,000) in addition to making all debt payments •All of Columbia Ventures investment must go into the project before bond funds are used •A minimum of 15% of all construction costs will be spent via contracts or materials in the Augusta MSA A competitive bid process will be used to select a qualified general contractor •Columbia Ventures pays Augusta for the land when the project is sold •No federal money is in this project Alternatives:If Augusta Commission does not vote favorably to adopt the resolution as presented, this project will stop, but Augusta will still own the land and need to find another project or leave it vacant Recommendation:Move to adopt the Authorizing Resolution providing for approval of an Intergovernmental Redevelopment Contract, between Augusta and the Urban Redevelopment Agency of Augusta, in Cover Memo Item # 2 support of the Foundry Place project Funds are Available in the Following Accounts: •Economic Development Bonds •Developer Capital Infusion REVIEWED AND APPROVED BY: Cover Memo Item # 2 35485061.v2 AUTHORIZING RESOLUTION WHEREAS, the Augusta-Richmond County Commission (the “Commission”), which is the governing body of Augusta, Georgia (the “Consolidated Government”), in order to exercise the powers conferred upon the Consolidated Government by Chapter 61 of Title 36 of the Official Code of Georgia Annotated, entitled the “Urban Redevelopment Law,” as amended (the “Urban Redevelopment Law”), adopted a resolution on March 16, 2010, finding that one or more slum areas exist in Augusta, Georgia and that the rehabilitation, conservation, or redevelopment, or a combination thereof, of such area or areas is necessary in the interest of the public health, safety, morals, or welfare of the residents of Augusta, Georgia; and WHEREAS, the Commission, by resolution adopted on March 16, 2010, designated the area covered by the hereinafter described urban redevelopment plan as a “slum area” that the Commission designated as appropriate for urban redevelopment projects; and WHEREAS, the Commission held public hearings on March 22, 2010 and April 1, 2010, on a proposed urban redevelopment plan entitled “Laney-Walker and Bethlehem Urban Redevelopment Plan” (the “Urban Redevelopment Plan”), a copy of which is on file with the Consolidated Government; and WHEREAS, public notice of such public hearings was published in The Augusta Chronicle, a newspaper having a general circulation in the area of operation of the Consolidated Government, and proof of such publication is on file with the Consolidated Government; and WHEREAS, the Commission, by resolution adopted on April 1, 2010, approved the Urban Redevelopment Plan and the urban redevelopment projects set forth therein; and WHEREAS, the Urban Redevelopment Agency of Augusta (the “Issuer”) is a public body corporate and politic duly created and validly existing under and pursuant to the Urban Redevelopment Law; and WHEREAS, the Consolidated Government, by resolution adopted on April 1, 2010, activated the Issuer and elected to have the Issuer exercise the Consolidated Government’s “urban redevelopment project powers” under the Urban Redevelopment Law, and the Issuer’s commissioners have been appointed as provided in the Urban Redevelopment Law and are currently acting in that capacity; and WHEREAS, an Act of the General Assembly of the State of Georgia, which became effective on July 1, 2015, amended the Urban Redevelopment Law to substitute the terms “pocket of blight” and “pocket of blight clearance and redevelopment,” for the terms “slum area” and “slum clearance and redevelopment,” although the meanings assigned to such terms were not amended; and WHEREAS, the Urban Redevelopment Law authorizes the Consolidated Government to appropriate such funds and make such expenditures as may be necessary to carry out the purposes of the Urban Redevelopment Law and to levy taxes and assessments for such purposes; and Attachment number 1 \nPage 1 of 6 Item # 2 -2- 35485061.v2 WHEREAS, Article IX, Section III, Paragraph I of the Constitution of the State of Georgia of 1983 authorizes the Consolidated Government to contract for any period not exceeding fifty years with any public corporation or public authority for joint services, for the provision of services, or for the joint or separate use of facilities or equipment, if such contract deals with activities, services, or facilities that the contracting parties are authorized by law to undertake or provide; and WHEREAS, in furtherance of the purposes for which it was created, the Issuer proposes to issue not to exceed $28,000,000 in original aggregate principal amount of its Urban Redevelopment Agency of Augusta Revenue Bonds (CV Foundry Apartments, LLC Project), Federally Taxable Series 2017 (the “Bonds”), in order to finance the costs of acquiring, constructing, and installing an urban redevelopment project consisting of land, buildings, improvements, machinery, fixtures, furnishings, equipment, and other real and personal property located within the territorial limits of Augusta, Georgia, constituting an approximately 221-unit apartment community to be located on an approximately 7.6-acre site at the intersection of Railroad Avenue and Wrightsboro Road (the “Project”), which site is in the area covered by the Urban Redevelopment Plan, and to finance related costs; and WHEREAS, the Issuer expects to lease the Project to CV Foundry Apartments, LLC, a Georgia limited liability company (the “Lessee”), pursuant to a Lease Agreement, to be dated the date of its execution and delivery (the “Lease Agreement”), under the terms of which the Issuer will acquire, construct, and install the Project and the Lessee will lease the Project from the Issuer and will pay to the Issuer such rentals at such times and in such amounts as will be required to enable the Issuer to pay the principal of, premium, if any, and interest on the Bonds, as and when the same become due; and WHEREAS, to secure the Lessee’s obligations under the Lease Agreement, the Issuer proposes to require the Lessee to cause Columbia Ventures, LLC (“Columbia”), a Georgia limited liability company, and Noel Khalil, Jim Grauley, Dillon Baynes, and Jakob von Trapp, each individuals (collectively the “Guarantors”), to execute and deliver a Limited Guaranty Agreement (the “Limited Guaranty”), to be dated as of the first day of the month of its execution and delivery, between the Guarantors and the Issuer, under the terms of which the Guarantors will agree to absolutely and unconditionally, jointly and severally guarantee the obligations of the Lessee under the Lease Agreement; provided, the Limited Guaranty will expire when the Project achieves Project Stabilization (as defined in the Lease Agreement); and WHEREAS, to secure its obligation to pay principal of, premium, if any, and interest on the Bonds, the Issuer proposes to assign and pledge to U.S. Bank National Association (the “Trustee”), as trustee, and proposes to grant a first priority security interest in, all of its right, title, and interest in the Lease Agreement (except for the Unassigned Rights, as defined in the Lease Agreement), the Limited Guaranty, the hereinafter described Security Deed, and the hereinafter described Assignment of Contract Documents and in certain funds established and held thereunder, pursuant to a Trust Indenture and Security Agreement (the “Indenture”), to be dated as of the first day of the month of its execution and delivery, between the Issuer and the Trustee; and Attachment number 1 \nPage 2 of 6 Item # 2 -3- 35485061.v2 WHEREAS, to further secure the obligations of the Issuer under the revenue bonds to be issued, the Issuer proposes to cause the Lessee to execute and deliver in favor of the Trustee a Bond Guaranty Agreement (the “Bond Guaranty”), dated as of even date herewith, between the Lessee and the Trustee, pursuant to which the Lessee will absolutely and unconditionally guarantee the obligations of the Issuer under the Bonds; and WHEREAS, to further secure the Lessee’s obligations under the Lease Agreement and the Bond Guaranty, the Issuer proposes to require the Lessee to (1) grant to the Issuer a first lien on and first security title to certain real property constituting the Project, will assign and pledge to the Issuer the Lessee’s interest in certain rents and leases derived from the Project, and will grant to the Issuer a first priority security interest in certain personal property constituting the Project, in certain revenues derived from the Project, and in certain contracts to which the Lessee is a party, pursuant to a Leasehold Deed to Secure Debt and Assignment of Rents and Leases (the “Security Deed”), to be dated the date of its execution and delivery, from the Lessee to the Issuer, and (2) collaterally assign and grant to the Issuer a first priority security interest in certain contracts relating to the Project, pursuant to an Assignment of Contract Documents (the “Assignment of Contract Documents”), dated the date hereof, by the Lessee in favor of the Issuer; and WHEREAS, in consideration of the issuance of the Bonds by the Issuer to finance the costs of acquiring, constructing, and installing the Project in furtherance of the Urban Redevelopment Plan, the Consolidated Government proposes to enter into an Intergovernmental Redevelopment Contract, to be dated as of the first day of the month of its execution and delivery (the “Contract”), with the Issuer, the form of which Contract has been filed with the Consolidated Government and submitted to the Commission, under the terms of which Contract the Consolidated Government (1) will agree to make payments to the Issuer in amounts sufficient to enable the Issuer to pay the principal of, premium, if any, and interest on the Bonds when due, to the extent the rental payments made by the Lessee pursuant to the Lease Agreement are insufficient for such purposes, and (2) will agree to levy an annual ad valorem tax on all taxable property located within the territorial limits of the Consolidated Government, at such rate or rates, within the mill limit prescribed by an amendment to Article VII, Section I, Paragraph II of the Constitution of the State of Georgia of 1945 (1980 Ga. Laws 2177 to 2180, inclusive), now specifically continued as a part of the Constitution of the State of Georgia of 1983 pursuant to an Act of the General Assembly of the State of Georgia (1983 Ga. Laws 3870 to 3872, inclusive), or within such greater millage as may hereafter be prescribed by applicable law, as may be necessary to produce in each year revenues that are sufficient to fulfill the Consolidated Government’s obligations under the Contract; and WHEREAS, pursuant to the terms of the Indenture, the Issuer will also pledge the amounts received from the Consolidated Government under the Contract as security for payment of the Bonds; and WHEREAS, the Issuer proposes to authorize the marketing of the Bonds by means of a Preliminary Official Statement (the “Preliminary Official Statement”) and an Official Statement, to be dated the date of its execution and delivery (the “Official Statement”), both of which will contain information about the Issuer, the Lessee, the Consolidated Government, and the Project; and Attachment number 1 \nPage 3 of 6 Item # 2 -4- 35485061.v2 WHEREAS, the Issuer adopted a Bond Resolution (the “Bond Resolution”) on June 21, 2017 pursuant to which the Issuer (1) authorized the issuance of the Bonds, (2) authorized the execution, delivery, and performance by the Issuer of the Lease Agreement, the Limited Guaranty, the Indenture, the Security Deed, the Assignment of Contract Documents, and the Contract (collectively the “Issuer Documents”), and (3) approved the form and substance of the Bond Guaranty; and WHEREAS, pursuant to that certain Memorandum, dated October 2, 2017 (the “Memorandum”), from Jakob von Trapp, Partner, Columbia Ventures, LLC, to Hawthorne Welcher, Director, Augusta Department of Housing and Development, Columbia has proposed certain modification terms in response to concerns raised by the Commission, and the Issuer proposes to adopt a Supplemental Bond Resolution providing for such modification terms to be incorporated into the Issuer Documents; and WHEREAS, the Bond Resolution, with the forms of the Issuer Documents and the Bond Guaranty attached as exhibits thereto, the Preliminary Official Statement, and the Memorandum have been filed with the Commission; and WHEREAS, after careful study and investigation, the Consolidated Government desires to enter into the Contract; NOW, THEREFORE, BE IT RESOLVED by the Augusta-Richmond County Commission as follows: 1. The form, terms, and conditions and the execution, delivery, and performance of the Contract, which has been filed with the Consolidated Government, are hereby approved and authorized. The Contract shall be in substantially the form submitted to the Commission with such changes, corrections, deletions, insertions, variations, additions, or omissions as may be approved by the Mayor of the Consolidated Government, whose approval thereof shall be conclusively evidenced by the execution of the Contract. 2. The Mayor of the Consolidated Government is hereby authorized and directed to execute on behalf of the Consolidated Government the Contract, and the Clerk of Commission of the Consolidated Government is hereby authorized and directed to affix thereto and attest the seal of the Consolidated Government, upon proper execution and delivery of the other parties thereto, provided, that in no event shall any such attestation or affixation of the seal of the Consolidated Government be required as a prerequisite to the effectiveness thereof, and the Mayor and Clerk of Commission of the Consolidated Government are authorized and directed to deliver the Contract on behalf of the Consolidated Government to the other parties thereto, and to execute and deliver all such other contracts, instruments, documents, affidavits, or certificates (including, without limitation, a Rule 15c2-12 Certificate and a Continuing Disclosure Certificate) and to do and perform all such things and acts as each shall deem necessary or appropriate in furtherance of the issuance of the Bonds and the carrying out of the transactions authorized by this Resolution or contemplated by the instruments and documents referred to in this Resolution. Attachment number 1 \nPage 4 of 6 Item # 2 -5- 35485061.v2 3. The use and distribution of the Preliminary Official Statement and the Official Statement with respect to the Bonds shall be and is hereby authorized, ratified, confirmed, and approved, and execution and delivery of the Official Statement in final form shall be and is hereby authorized, ratified, confirmed, and approved. The Mayor is hereby authorized and directed to ratify, confirm, approve, execute, and deliver the Official Statement on behalf of the Consolidated Government, and the execution of an Official Statement by the Mayor shall constitute conclusive evidence of the Mayor’s ratification, confirmation, approval, and delivery thereof on behalf of the Consolidated Government. 4. The Mayor Pro Tem may take any action, or execute and deliver any document, agreement, or other writing that the Mayor is authorized to execute and deliver pursuant to this Authorizing Resolution. An Assistant or Deputy Clerk of Commission may attest any execution of any document, agreement, or writing by the Mayor or the Mayor Pro Tem in the same manner as the Clerk of Commission would be authorized to attest any such execution. 5. This Resolution and the Contract, as approved by this Resolution, which is hereby incorporated in this Resolution by this reference thereto, shall be placed on file at the office of the Consolidated Government and made available for public inspection by any interested party immediately following the passage and approval of this Resolution. PASSED, ADOPTED, SIGNED, APPROVED, AND EFFECTIVE this 7th day of November 2017. (SEAL) AUGUSTA, GEORGIA By: Mayor Attest: Clerk of Commission Attachment number 1 \nPage 5 of 6 Item # 2 35485061.v2 CLERK OF COMMISSION’S CERTIFICATE I, LENA J. BONNER, the duly appointed, qualified, and acting Clerk of Commission of Augusta, Georgia (the “Consolidated Government”), DO HEREBY CERTIFY that the foregoing pages of typewritten matter constitute a true and correct copy of a resolution adopted on November 7, 2017, by the Augusta-Richmond County Commission (the “Commission”) in a meeting duly called and assembled in accordance with applicable laws and with the procedures of the Consolidated Government, by a vote of _____Yea and _____ Nay, which meeting was open to the public and at which a quorum was present and acting throughout, and that the original of the foregoing resolution appears of public record in the Minute Book of the Commission, which is in my custody and control. GIVEN under my hand and the seal of the Consolidated Government, this ____ day of November 2017. (SEAL) Clerk of Commission Attachment number 1 \nPage 6 of 6 Item # 2 35485061.v2 AUTHORIZING RESOLUTION WHEREAS, the Augusta-Richmond County Commission (the “Commission”), which is the governing body of Augusta, Georgia (the “Consolidated Government”), in order to exercise the powers conferred upon the Consolidated Government by Chapter 61 of Title 36 of the Official Code of Georgia Annotated, entitled the “Urban Redevelopment Law,” as amended (the “Urban Redevelopment Law”), adopted a resolution on March 16, 2010, finding that one or more slum areas exist in Augusta, Georgia and that the rehabilitation, conservation, or redevelopment, or a combination thereof, of such area or areas is necessary in the interest of the public health, safety, morals, or welfare of the residents of Augusta, Georgia; and WHEREAS, the Commission, by resolution adopted on March 16, 2010, designated the area covered by the hereinafter described urban redevelopment plan as a “slum area” that the Commission designated as appropriate for urban redevelopment projects; and WHEREAS, the Commission held public hearings on March 22, 2010 and April 1, 2010, on a proposed urban redevelopment plan entitled “Laney-Walker and Bethlehem Urban Redevelopment Plan” (the “Urban Redevelopment Plan”), a copy of which is on file with the Consolidated Government; and WHEREAS, public notice of such public hearings was published in The Augusta Chronicle, a newspaper having a general circulation in the area of operation of the Consolidated Government, and proof of such publication is on file with the Consolidated Government; and WHEREAS, the Commission, by resolution adopted on April 1, 2010, approved the Urban Redevelopment Plan and the urban redevelopment projects set forth therein; and WHEREAS, the Urban Redevelopment Agency of Augusta (the “Issuer”) is a public body corporate and politic duly created and validly existing under and pursuant to the Urban Redevelopment Law; and WHEREAS, the Consolidated Government, by resolution adopted on April 1, 2010, activated the Issuer and elected to have the Issuer exercise the Consolidated Government’s “urban redevelopment project powers” under the Urban Redevelopment Law, and the Issuer’s commissioners have been appointed as provided in the Urban Redevelopment Law and are currently acting in that capacity; and WHEREAS, an Act of the General Assembly of the State of Georgia, which became effective on July 1, 2015, amended the Urban Redevelopment Law to substitute the terms “pocket of blight” and “pocket of blight clearance and redevelopment,” for the terms “slum area” and “slum clearance and redevelopment,” although the meanings assigned to such terms were not amended; and WHEREAS, the Urban Redevelopment Law authorizes the Consolidated Government to appropriate such funds and make such expenditures as may be necessary to carry out the purposes of the Urban Redevelopment Law and to levy taxes and assessments for such purposes; and Attachment number 2 \nPage 1 of 6 Item # 2 -2- 35485061.v2 WHEREAS, Article IX, Section III, Paragraph I of the Constitution of the State of Georgia of 1983 authorizes the Consolidated Government to contract for any period not exceeding fifty years with any public corporation or public authority for joint services, for the provision of services, or for the joint or separate use of facilities or equipment, if such contract deals with activities, services, or facilities that the contracting parties are authorized by law to undertake or provide; and WHEREAS, in furtherance of the purposes for which it was created, the Issuer proposes to issue not to exceed $28,000,000 in original aggregate principal amount of its Urban Redevelopment Agency of Augusta Revenue Bonds (CV Foundry Apartments, LLC Project), Federally Taxable Series 2017 (the “Bonds”), in order to finance the costs of acquiring, constructing, and installing an urban redevelopment project consisting of land, buildings, improvements, machinery, fixtures, furnishings, equipment, and other real and personal property located within the territorial limits of Augusta, Georgia, constituting an approximately 221-unit apartment community to be located on an approximately 7.6-acre site at the intersection of Railroad Avenue and Wrightsboro Road (the “Project”), which site is in the area covered by the Urban Redevelopment Plan, and to finance related costs; and WHEREAS, the Issuer expects to lease the Project to CV Foundry Apartments, LLC, a Georgia limited liability company (the “Lessee”), pursuant to a Lease Agreement, to be dated the date of its execution and delivery (the “Lease Agreement”), under the terms of which the Issuer will acquire, construct, and install the Project and the Lessee will lease the Project from the Issuer and will pay to the Issuer such rentals at such times and in such amounts as will be required to enable the Issuer to pay the principal of, premium, if any, and interest on the Bonds, as and when the same become due; and WHEREAS, to secure the Lessee’s obligations under the Lease Agreement, the Issuer proposes to require the Lessee to cause Columbia Ventures, LLC (“Columbia”), a Georgia limited liability company, and Noel Khalil, Jim Grauley, Dillon Baynes, and Jakob von Trapp, each individuals (collectively the “Guarantors”), to execute and deliver a Limited Guaranty Agreement (the “Limited Guaranty”), to be dated as of the first day of the month of its execution and delivery, between the Guarantors and the Issuer, under the terms of which the Guarantors will agree to absolutely and unconditionally, jointly and severally guarantee the obligations of the Lessee under the Lease Agreement; provided, the Limited Guaranty will expire when the Project achieves Project Stabilization (as defined in the Lease Agreement); and WHEREAS, to secure its obligation to pay principal of, premium, if any, and interest on the Bonds, the Issuer proposes to assign and pledge to U.S. Bank National Association (the “Trustee”), as trustee, and proposes to grant a first priority security interest in, all of its right, title, and interest in the Lease Agreement (except for the Unassigned Rights, as defined in the Lease Agreement), the Limited Guaranty, the hereinafter described Security Deed, and the hereinafter described Assignment of Contract Documents and in certain funds established and held thereunder, pursuant to a Trust Indenture and Security Agreement (the “Indenture”), to be dated as of the first day of the month of its execution and delivery, between the Issuer and the Trustee; and Attachment number 2 \nPage 2 of 6 Item # 2 -3- 35485061.v2 WHEREAS, to further secure the obligations of the Issuer under the revenue bonds to be issued, the Issuer proposes to cause the Lessee to execute and deliver in favor of the Trustee a Bond Guaranty Agreement (the “Bond Guaranty”), dated as of even date herewith, between the Lessee and the Trustee, pursuant to which the Lessee will absolutely and unconditionally guarantee the obligations of the Issuer under the Bonds; and WHEREAS, to further secure the Lessee’s obligations under the Lease Agreement and the Bond Guaranty, the Issuer proposes to require the Lessee to (1) grant to the Issuer a first lien on and first security title to certain real property constituting the Project, will assign and pledge to the Issuer the Lessee’s interest in certain rents and leases derived from the Project, and will grant to the Issuer a first priority security interest in certain personal property constituting the Project, in certain revenues derived from the Project, and in certain contracts to which the Lessee is a party, pursuant to a Leasehold Deed to Secure Debt and Assignment of Rents and Leases (the “Security Deed”), to be dated the date of its execution and delivery, from the Lessee to the Issuer, and (2) collaterally assign and grant to the Issuer a first priority security interest in certain contracts relating to the Project, pursuant to an Assignment of Contract Documents (the “Assignment of Contract Documents”), dated the date hereof, by the Lessee in favor of the Issuer; and WHEREAS, in consideration of the issuance of the Bonds by the Issuer to finance the costs of acquiring, constructing, and installing the Project in furtherance of the Urban Redevelopment Plan, the Consolidated Government proposes to enter into an Intergovernmental Redevelopment Contract, to be dated as of the first day of the month of its execution and delivery (the “Contract”), with the Issuer, the form of which Contract has been filed with the Consolidated Government and submitted to the Commission, under the terms of which Contract the Consolidated Government (1) will agree to make payments to the Issuer in amounts sufficient to enable the Issuer to pay the principal of, premium, if any, and interest on the Bonds when due, to the extent the rental payments made by the Lessee pursuant to the Lease Agreement are insufficient for such purposes, and (2) will agree to levy an annual ad valorem tax on all taxable property located within the territorial limits of the Consolidated Government, at such rate or rates, within the mill limit prescribed by an amendment to Article VII, Section I, Paragraph II of the Constitution of the State of Georgia of 1945 (1980 Ga. Laws 2177 to 2180, inclusive), now specifically continued as a part of the Constitution of the State of Georgia of 1983 pursuant to an Act of the General Assembly of the State of Georgia (1983 Ga. Laws 3870 to 3872, inclusive), or within such greater millage as may hereafter be prescribed by applicable law, as may be necessary to produce in each year revenues that are sufficient to fulfill the Consolidated Government’s obligations under the Contract; and WHEREAS, pursuant to the terms of the Indenture, the Issuer will also pledge the amounts received from the Consolidated Government under the Contract as security for payment of the Bonds; and WHEREAS, the Issuer proposes to authorize the marketing of the Bonds by means of a Preliminary Official Statement (the “Preliminary Official Statement”) and an Official Statement, to be dated the date of its execution and delivery (the “Official Statement”), both of which will contain information about the Issuer, the Lessee, the Consolidated Government, and the Project; and Attachment number 2 \nPage 3 of 6 Item # 2 -4- 35485061.v2 WHEREAS, the Issuer adopted a Bond Resolution (the “Bond Resolution”) on June 21, 2017 pursuant to which the Issuer (1) authorized the issuance of the Bonds, (2) authorized the execution, delivery, and performance by the Issuer of the Lease Agreement, the Limited Guaranty, the Indenture, the Security Deed, the Assignment of Contract Documents, and the Contract (collectively the “Issuer Documents”), and (3) approved the form and substance of the Bond Guaranty; and WHEREAS, pursuant to that certain Memorandum, dated October 2, 2017 (the “Memorandum”), from Jakob von Trapp, Partner, Columbia Ventures, LLC, to Hawthorne Welcher, Director, Augusta Department of Housing and Development, Columbia has proposed certain modification terms in response to concerns raised by the Commission, and the Issuer proposes to adopt a Supplemental Bond Resolution providing for such modification terms to be incorporated into the Issuer Documents; and WHEREAS, the Bond Resolution, with the forms of the Issuer Documents and the Bond Guaranty attached as exhibits thereto, the Preliminary Official Statement, and the Memorandum have been filed with the Commission; and WHEREAS, after careful study and investigation, the Consolidated Government desires to enter into the Contract; NOW, THEREFORE, BE IT RESOLVED by the Augusta-Richmond County Commission as follows: 1. The form, terms, and conditions and the execution, delivery, and performance of the Contract, which has been filed with the Consolidated Government, are hereby approved and authorized. The Contract shall be in substantially the form submitted to the Commission with such changes, corrections, deletions, insertions, variations, additions, or omissions as may be approved as to form by the General Counsel of the Consolidated Government, and the execution of the Contract by the Mayor of the Consolidated Government, whose approval thereof whose signature shall be initialed by the General Counsel of the Consolidated Government, shall be conclusive evidence of the approval thereofly evidenced by the execution of the Contract. 2. The Mayor of the Consolidated Government is hereby authorized and directed to execute on behalf of the Consolidated Government the Contract, and the Clerk of Commission of the Consolidated Government is hereby authorized and directed to affix thereto and attest the seal of the Consolidated Government, upon proper execution and delivery of the other parties thereto, provided, that in no event shall any such attestation or affixation of the seal of the Consolidated Government be required as a prerequisite to the effectiveness thereof, and the Mayor and Clerk of Commission of the Consolidated Government are authorized and directed to deliver the Contract on behalf of the Consolidated Government to the other parties thereto, and to execute and deliver all such other contracts, instruments, documents, affidavits, or certificates (including, without limitation, a Rule 15c2-12 Certificate and a Continuing Disclosure Certificate) and to do and perform all such things and acts as each shall deem necessary or appropriate in furtherance of the issuance of the Bonds and the carrying out of the transactions authorized by this Resolution or contemplated by the instruments and documents referred to in this Resolution. Attachment number 2 \nPage 4 of 6 Item # 2 -5- 35485061.v2 3. The use and distribution of the Preliminary Official Statement and the Official Statement with respect to the Bonds shall be and is hereby authorized, ratified, confirmed, and approved, and execution and delivery of the Official Statement in final form shall be and is hereby authorized, ratified, confirmed, and approved. The Mayor is hereby authorized and directed to ratify, confirm, approve, execute, and deliver the Official Statement on behalf of the Consolidated Government, and the execution of an Official Statement by the Mayor shall constitute conclusive evidence of the Mayor’s ratification, confirmation, approval, and delivery thereof on behalf of the Consolidated Government. 4. The Mayor Pro Tem may take any action, or execute and deliver any document, agreement, or other writing that the Mayor is authorized to execute and deliver pursuant to this Authorizing Resolution. An Assistant or Deputy Clerk of Commission may attest any execution of any document, agreement, or writing by the Mayor or the Mayor Pro Tem in the same manner as the Clerk of Commission would be authorized to attest any such execution. 45. This Resolution and the Contract, as approved by this Resolution, which is hereby incorporated in this Resolution by this reference thereto, shall be placed on file at the office of the Consolidated Government and made available for public inspection by any interested party immediately following the passage and approval of this Resolution. PASSED, ADOPTED, SIGNED, APPROVED, AND EFFECTIVE this ______7th day of November 2017. (SEAL) AUGUSTA, GEORGIA By: Mayor Attest: Clerk of Commission Formatted: Body Text Attachment number 2 \nPage 5 of 6 Item # 2 35485061.v2 CLERK OF COMMISSION’S CERTIFICATE I, LENA J. BONNER, the duly appointed, qualified, and acting Clerk of Commission of Augusta, Georgia (the “Consolidated Government”), DO HEREBY CERTIFY that the foregoing pages of typewritten matter constitute a true and correct copy of a resolution adopted on November 7, 2017, by the Augusta-Richmond County Commission (the “Commission”) in a meeting duly called and assembled in accordance with applicable laws and with the procedures of the Consolidated Government, by a vote of _____Yea and _____ Nay, which meeting was open to the public and at which a quorum was present and acting throughout, and that the original of the foregoing resolution appears of public record in the Minute Book of the Commission, which is in my custody and control. GIVEN under my hand and the seal of the Consolidated Government, this ____ day of November 2017. (SEAL) Clerk of Commission Attachment number 2 \nPage 6 of 6 Item # 2 35485061.v2 AUTHORIZING RESOLUTION WHEREAS, the Augusta-Richmond County Commission (the “Commission”), which is the governing body of Augusta, Georgia (the “Consolidated Government”), in order to exercise the powers conferred upon the Consolidated Government by Chapter 61 of Title 36 of the Official Code of Georgia Annotated, entitled the “Urban Redevelopment Law,” as amended (the “Urban Redevelopment Law”), adopted a resolution on March 16, 2010, finding that one or more slum areas exist in Augusta, Georgia and that the rehabilitation, conservation, or redevelopment, or a combination thereof, of such area or areas is necessary in the interest of the public health, safety, morals, or welfare of the residents of Augusta, Georgia; and WHEREAS, the Commission, by resolution adopted on March 16, 2010, designated the area covered by the hereinafter described urban redevelopment plan as a “slum area” that the Commission designated as appropriate for urban redevelopment projects; and WHEREAS, the Commission held public hearings on March 22, 2010 and April 1, 2010, on a proposed urban redevelopment plan entitled “Laney-Walker and Bethlehem Urban Redevelopment Plan” (the “Urban Redevelopment Plan”), a copy of which is on file with the Consolidated Government; and WHEREAS, public notice of such public hearings was published in The Augusta Chronicle, a newspaper having a general circulation in the area of operation of the Consolidated Government, and proof of such publication is on file with the Consolidated Government; and WHEREAS, the Commission, by resolution adopted on April 1, 2010, approved the Urban Redevelopment Plan and the urban redevelopment projects set forth therein; and WHEREAS, the Urban Redevelopment Agency of Augusta (the “Issuer”) is a public body corporate and politic duly created and validly existing under and pursuant to the Urban Redevelopment Law; and WHEREAS, the Consolidated Government, by resolution adopted on April 1, 2010, activated the Issuer and elected to have the Issuer exercise the Consolidated Government’s “urban redevelopment project powers” under the Urban Redevelopment Law, and the Issuer’s commissioners have been appointed as provided in the Urban Redevelopment Law and are currently acting in that capacity; and WHEREAS, an Act of the General Assembly of the State of Georgia, which became effective on July 1, 2015, amended the Urban Redevelopment Law to substitute the terms “pocket of blight” and “pocket of blight clearance and redevelopment,” for the terms “slum area” and “slum clearance and redevelopment,” although the meanings assigned to such terms were not amended; and WHEREAS, the Urban Redevelopment Law authorizes the Consolidated Government to appropriate such funds and make such expenditures as may be necessary to carry out the purposes of the Urban Redevelopment Law and to levy taxes and assessments for such purposes; and Attachment number 3 \nPage 1 of 6 Item # 2 -2- 35485061.v2 WHEREAS, Article IX, Section III, Paragraph I of the Constitution of the State of Georgia of 1983 authorizes the Consolidated Government to contract for any period not exceeding fifty years with any public corporation or public authority for joint services, for the provision of services, or for the joint or separate use of facilities or equipment, if such contract deals with activities, services, or facilities that the contracting parties are authorized by law to undertake or provide; and WHEREAS, in furtherance of the purposes for which it was created, the Issuer proposes to issue not to exceed $28,000,000 in original aggregate principal amount of its Urban Redevelopment Agency of Augusta Revenue Bonds (CV Foundry Apartments, LLC Project), Federally Taxable Series 2017 (the “Bonds”), in order to finance the costs of acquiring, constructing, and installing an urban redevelopment project consisting of land, buildings, improvements, machinery, fixtures, furnishings, equipment, and other real and personal property located within the territorial limits of Augusta, Georgia, constituting an approximately 221-unit apartment community to be located on an approximately 7.6-acre site at the intersection of Railroad Avenue and Wrightsboro Road (the “Project”), which site is in the area covered by the Urban Redevelopment Plan, and to finance related costs; and WHEREAS, the Issuer expects to lease the Project to CV Foundry Apartments, LLC, a Georgia limited liability company (the “Lessee”), pursuant to a Lease Agreement, to be dated the date of its execution and delivery (the “Lease Agreement”), under the terms of which the Issuer will acquire, construct, and install the Project and the Lessee will lease the Project from the Issuer and will pay to the Issuer such rentals at such times and in such amounts as will be required to enable the Issuer to pay the principal of, premium, if any, and interest on the Bonds, as and when the same become due; and WHEREAS, to secure the Lessee’s obligations under the Lease Agreement, the Issuer proposes to require the Lessee to cause Columbia Ventures, LLC (“Columbia”), a Georgia limited liability company, and Noel Khalil, Jim Grauley, Dillon Baynes, and Jakob von Trapp, each individuals (collectively the “Guarantors”), to execute and deliver a Limited Guaranty Agreement (the “Limited Guaranty”), to be dated as of the first day of the month of its execution and delivery, between the Guarantors and the Issuer, under the terms of which the Guarantors will agree to absolutely and unconditionally, jointly and severally guarantee the obligations of the Lessee under the Lease Agreement; provided, the Limited Guaranty will expire when the Project achieves Project Stabilization (as defined in the Lease Agreement); and WHEREAS, to secure its obligation to pay principal of, premium, if any, and interest on the Bonds, the Issuer proposes to assign and pledge to U.S. Bank National Association (the “Trustee”), as trustee, and proposes to grant a first priority security interest in, all of its right, title, and interest in the Lease Agreement (except for the Unassigned Rights, as defined in the Lease Agreement), the Limited Guaranty, the hereinafter described Security Deed, and the hereinafter described Assignment of Contract Documents and in certain funds established and held thereunder, pursuant to a Trust Indenture and Security Agreement (the “Indenture”), to be dated as of the first day of the month of its execution and delivery, between the Issuer and the Trustee; and Attachment number 3 \nPage 2 of 6 Item # 2 -3- 35485061.v2 WHEREAS, to further secure the obligations of the Issuer under the revenue bonds to be issued, the Issuer proposes to cause the Lessee to execute and deliver in favor of the Trustee a Bond Guaranty Agreement (the “Bond Guaranty”), dated as of even date herewith, between the Lessee and the Trustee, pursuant to which the Lessee will absolutely and unconditionally guarantee the obligations of the Issuer under the Bonds; and WHEREAS, to further secure the Lessee’s obligations under the Lease Agreement and the Bond Guaranty, the Issuer proposes to require the Lessee to (1) grant to the Issuer a first lien on and first security title to certain real property constituting the Project, will assign and pledge to the Issuer the Lessee’s interest in certain rents and leases derived from the Project, and will grant to the Issuer a first priority security interest in certain personal property constituting the Project, in certain revenues derived from the Project, and in certain contracts to which the Lessee is a party, pursuant to a Leasehold Deed to Secure Debt and Assignment of Rents and Leases (the “Security Deed”), to be dated the date of its execution and delivery, from the Lessee to the Issuer, and (2) collaterally assign and grant to the Issuer a first priority security interest in certain contracts relating to the Project, pursuant to an Assignment of Contract Documents (the “Assignment of Contract Documents”), dated the date hereof, by the Lessee in favor of the Issuer; and WHEREAS, in consideration of the issuance of the Bonds by the Issuer to finance the costs of acquiring, constructing, and installing the Project in furtherance of the Urban Redevelopment Plan, the Consolidated Government proposes to enter into an Intergovernmental Redevelopment Contract, to be dated as of the first day of the month of its execution and delivery (the “Contract”), with the Issuer, the form of which Contract has been filed with the Consolidated Government and submitted to the Commission, under the terms of which Contract the Consolidated Government (1) will agree to make payments to the Issuer in amounts sufficient to enable the Issuer to pay the principal of, premium, if any, and interest on the Bonds when due, to the extent the rental payments made by the Lessee pursuant to the Lease Agreement are insufficient for such purposes, and (2) will agree to levy an annual ad valorem tax on all taxable property located within the territorial limits of the Consolidated Government, at such rate or rates, within the mill limit prescribed by an amendment to Article VII, Section I, Paragraph II of the Constitution of the State of Georgia of 1945 (1980 Ga. Laws 2177 to 2180, inclusive), now specifically continued as a part of the Constitution of the State of Georgia of 1983 pursuant to an Act of the General Assembly of the State of Georgia (1983 Ga. Laws 3870 to 3872, inclusive), or within such greater millage as may hereafter be prescribed by applicable law, as may be necessary to produce in each year revenues that are sufficient to fulfill the Consolidated Government’s obligations under the Contract; and WHEREAS, pursuant to the terms of the Indenture, the Issuer will also pledge the amounts received from the Consolidated Government under the Contract as security for payment of the Bonds; and WHEREAS, the Issuer proposes to authorize the marketing of the Bonds by means of a Preliminary Official Statement (the “Preliminary Official Statement”) and an Official Statement, to be dated the date of its execution and delivery (the “Official Statement”), both of which will contain information about the Issuer, the Lessee, the Consolidated Government, and the Project; and Attachment number 3 \nPage 3 of 6 Item # 2 -4- 35485061.v2 WHEREAS, the Issuer adopted a Bond Resolution (the “Bond Resolution”) on June 21, 2017 pursuant to which the Issuer (1) authorized the issuance of the Bonds, (2) authorized the execution, delivery, and performance by the Issuer of the Lease Agreement, the Limited Guaranty, the Indenture, the Security Deed, the Assignment of Contract Documents, and the Contract (collectively the “Issuer Documents”), and (3) approved the form and substance of the Bond Guaranty; and WHEREAS, pursuant to that certain Memorandum, dated October 2, 2017 (the “Memorandum”), from Jakob von Trapp, Partner, Columbia Ventures, LLC, to Hawthorne Welcher, Director, Augusta Department of Housing and Development, Columbia has proposed certain modification terms in response to concerns raised by the Commission, and the Issuer proposes to adopt a Supplemental Bond Resolution providing for such modification terms to be incorporated into the Issuer Documents; and WHEREAS, the Bond Resolution, with the forms of the Issuer Documents and the Bond Guaranty attached as exhibits thereto, the Preliminary Official Statement, and the Memorandum have been filed with the Commission; and WHEREAS, after careful study and investigation, the Consolidated Government desires to enter into the Contract; NOW, THEREFORE, BE IT RESOLVED by the Augusta-Richmond County Commission as follows: 1. The form, terms, and conditions and the execution, delivery, and performance of the Contract, which has been filed with the Consolidated Government, are hereby approved and authorized. The Contract shall be in substantially the form submitted to the Commission with such changes, corrections, deletions, insertions, variations, additions, or omissions as may be approved as to form by the General Counsel of the Consolidated Government, and the execution of the Contract by the Mayor of the Consolidated Government, whose approval thereof whose signature shall be initialed by the General Counsel of the Consolidated Government, shall be conclusive evidence of the approval thereofly evidenced by the execution of the Contract. 2. The Mayor of the Consolidated Government is hereby authorized and directed to execute on behalf of the Consolidated Government the Contract, and the Clerk of Commission of the Consolidated Government is hereby authorized and directed to affix thereto and attest the seal of the Consolidated Government, upon proper execution and delivery of the other parties thereto, provided, that in no event shall any such attestation or affixation of the seal of the Consolidated Government be required as a prerequisite to the effectiveness thereof, and the Mayor and Clerk of Commission of the Consolidated Government are authorized and directed to deliver the Contract on behalf of the Consolidated Government to the other parties thereto, and to execute and deliver all such other contracts, instruments, documents, affidavits, or certificates (including, without limitation, a Rule 15c2-12 Certificate and a Continuing Disclosure Certificate) and to do and perform all such things and acts as each shall deem necessary or appropriate in furtherance of the issuance of the Bonds and the carrying out of the transactions authorized by this Resolution or contemplated by the instruments and documents referred to in this Resolution. Attachment number 3 \nPage 4 of 6 Item # 2 -5- 35485061.v2 3. The use and distribution of the Preliminary Official Statement and the Official Statement with respect to the Bonds shall be and is hereby authorized, ratified, confirmed, and approved, and execution and delivery of the Official Statement in final form shall be and is hereby authorized, ratified, confirmed, and approved. The Mayor is hereby authorized and directed to ratify, confirm, approve, execute, and deliver the Official Statement on behalf of the Consolidated Government, and the execution of an Official Statement by the Mayor shall constitute conclusive evidence of the Mayor’s ratification, confirmation, approval, and delivery thereof on behalf of the Consolidated Government. 4. The Mayor Pro Tem may take any action, or execute and deliver any document, agreement, or other writing that the Mayor is authorized to execute and deliver pursuant to this Authorizing Resolution. An Assistant or Deputy Clerk of Commission may attest any execution of any document, agreement, or writing by the Mayor or the Mayor Pro Tem in the same manner as the Clerk of Commission would be authorized to attest any such execution. 45. This Resolution and the Contract, as approved by this Resolution, which is hereby incorporated in this Resolution by this reference thereto, shall be placed on file at the office of the Consolidated Government and made available for public inspection by any interested party immediately following the passage and approval of this Resolution. PASSED, ADOPTED, SIGNED, APPROVED, AND EFFECTIVE this ______7th day of November 2017. (SEAL) AUGUSTA, GEORGIA By: Mayor Attest: Clerk of Commission Formatted: Body Text Attachment number 3 \nPage 5 of 6 Item # 2 35485061.v2 CLERK OF COMMISSION’S CERTIFICATE I, LENA J. BONNER, the duly appointed, qualified, and acting Clerk of Commission of Augusta, Georgia (the “Consolidated Government”), DO HEREBY CERTIFY that the foregoing pages of typewritten matter constitute a true and correct copy of a resolution adopted on November 7, 2017, by the Augusta-Richmond County Commission (the “Commission”) in a meeting duly called and assembled in accordance with applicable laws and with the procedures of the Consolidated Government, by a vote of _____Yea and _____ Nay, which meeting was open to the public and at which a quorum was present and acting throughout, and that the original of the foregoing resolution appears of public record in the Minute Book of the Commission, which is in my custody and control. GIVEN under my hand and the seal of the Consolidated Government, this ____ day of November 2017. (SEAL) Clerk of Commission Attachment number 3 \nPage 6 of 6 Item # 2 Legal Administration Committee Meeting 11/14/2017 11:00 AM Legal Meeting Department:Clerk of Commission Presenter: Caption:LEGAL MEETING A. Pending and potential litigation B. Real estate C. Personnel Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 3 Legal Administration Committee Meeting 11/14/2017 11:00 AM Legal Meeting Affidavit Department: Presenter: Caption:Motion to authorize execution by the Mayor of the affidavit of compliance with Georgia's Open Meeting Act. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 4 Legal Administration Committee Meeting 11/14/2017 11:00 AM Augusta on Ice Agreement Department: Presenter:Administrator Janice Jackson Caption:Motion to approve Augusta On Ice Agreement. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 5