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HomeMy WebLinkAboutAUTHORIZING RESOLUTION THE INDUSTRIAL DEVELOPMENT CORP PROMOTING INDUSTRIAL DEVELOPMENT IN THE VICINICTY OF RICHMOND COUNTYAUTHORIZING RESOLUTION WHEREAS, The Industrial Development Corporation of Richmond County, Georgia (the "IDC ") was formed in 1965 by Richmond County, Georgia for the purposes of, among other things, stimulating and promoting industrial development in the vicinity of Richmond County, Georgia; and WHEREAS, on or about March 1, 1965, the IDC acquired certain real property lying and being in the 123rd District, G.M., Richmond County, Georgia, containing 5.749 acres, more or less, and being commonly known under the tax records of Richmond County, Georgia as 1551 Marvin Griffin Road, Augusta, Georgia and as Tax Map No. 134 -0- 004 -00 -0, on which real property is located certain improvements consisting of, among other things, warehouse and office facilities (such real property and improvements being referred to collectively herein as the "Property "); and WHEREAS, on or about March 1, 1965, the IDC entered into a lease (as the same may have been modified and amended from time to time, the "Lease ") pursuant to which the IDC leased the Property to Genesco Inc., a Tennessee corporation ( "Genesco "); and WHEREAS, in order to acquire the Property and carry out its obligations under the terms of the Lease, the IDC issued certain bonds (collectively, the `Bonds ") known as "The Industrial Development Corporation of Richmond County, Georgia First Mortgage Bonds, Series A (GENESCO) "; and WHEREAS, Genesco subleased the Property to E -Z -GO Division of Textron, Inc., a Delaware corporation ( "E- Z -GO "), pursuant to a Sublease (as the same may have been modified, amended and assigned from time to time, the "Sublease "), dated as of May 1, 1981; and WHEREAS, the Bonds are no longer outstanding and all of the IDC's indebtedness has been paid; and WHEREAS, Paragraph 2(e) of the IDC's Articles of Incorporation provide that one of the objects and purposes for which the IDC is organized is to conduct its business and affairs so as to transfer by gift to Richmond County, Georgia (currently known as Augusta, Georgia) after all of the IDC's indebtedness has been paid, all right, title and interest of the IDC in or to all of its properties and assets (subject to any leases that may then exist thereon); and WHEREAS, on or prior to the date hereof, the IDC and Genesco have terminated the Lease; and WHEREAS, on or prior to the date hereof, Genesco and E -Z -GO have terminated the Sublease; and WHEREAS, E -Z -GO has and continues to use and occupy the Property and desires to continue to do so; and ATLANTA:5441083.1 WHEREAS, the IDC desires to convey the Property by gift to Development Authority of Richmond County (the "Development Authority "; and such conveyance being referred to herein as the "IDC Conveyance ") in order for the Development Authority to directly lease the Property to E -Z -GO for the purpose of promoting trade, commerce, industry and employment within the territory of Richmond County, Georgia; and WHEREAS, in order to accomplish the IDC Conveyance, the IDC desires to modify and amend its Articles of Incorporation to authorize the IDC to convey the Property by gift directly to the Development Authority; and WHEREAS, after careful study and investigation, Augusta, Georgia desires to consent to the foregoing in order to promote trade, commerce, industry and employment within the territory of Richmond County, Georgia. NOW, THEREFORE, BE IT RESOLVED by the Augusta - Richmond County Commission (the "Commission ") as follows: 1. The Commission hereby consents to and approves the IDC Conveyance to the Development Authority. 2. The Commission hereby consents to and approves the IDC modifying and amending its Articles of Incorporation to provide that, with respect to the Property, one of the objects and purposes for which the IDC is organized is to conduct its business and affairs so as to transfer by gift to the Development Authority, after all of the IDC's indebtedness has been paid, all right, title and interest of the IDC in or to the Property. 3. The Mayor or Mayor Pro Tempore and Clerk of Commission of Augusta, Georgia are authorized and directed to execute and deliver all such contracts, instruments, documents, affidavits, or certificates and to do and perform all such other things and acts as each shall deem necessary or appropriate in furtherance of effectuating the intents and purposes of this Resolution and the carrying out of the transactions authorized by this Resolution or contemplated by the instruments and documents referred to in this Resolution. 4. This Resolution shall be placed on file at the office of Augusta, Georgia and made available for public inspection by any interested party immediately following the passage and approval of this Resolution. [Balance of page intentionally blank; signature appears on following page] -2- ATLANTA:5441083.1 PASSED, ADOPTED, SIGNED, APPROVED, AND EFFECTIVE this 18th day of December 2012. A tm Mayor ' .2 10 1 z- -3- AUGUSTA, GEORGIA By: Ct'eV` ATLANTA:5441083.1 2012. CLERK OF COMMISSION'S CERTIFICATE I, LENA J. BONNER, the duly appointed, qualified, and acti>�Clerk of Commission of Augusta, Georgia, DO HEREBY CERTIFY that the foregoing pages of typewritten matter constitute a true and correct copy of a resolution adopted on December 18, 2012, 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 Augusta, Georgia, by a vote of 8 Yea and 0 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. (SEAL) GIVEN under my hand and the seal of Augusta, Georgia, this 18th day of December 4• 7nOkii ,0 . Clerk of C mission ATLANTA:5441083.1