HomeMy WebLinkAboutAUTHORIZING RESOLUTION PROVIDING FOR APPROVAL OF AN INTERGOVERNMENTAL REDEVELOPMENT CONTRACT BETWEEN AUGUSTA, GA AND THE URBAN REDEVELOPMENT AGENCY OF AUGUSTA IN SUPPORT OF THE FOUNDRY PROJECT 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
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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
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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
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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 signature shall be initialed
by the General Counsel of the Consolidated Government, shall be conclusive evidence of the
approval thereof.
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.
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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. 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 I44/day of
November 2017.
AUGUSTA, GEORGIA
(SEAL) By:
oe Mayor
Attest: gActi mat`kik12720//
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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
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