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05-11-1998 DDA MeetingDDA MEETING MINUTES MAY 11, 1998 — 6:30 P.M. 2ND FLOOR CONFERENCE ROOM, CITY HALL Present: Mayor Bacon Chuck Camp Hubert Black Jim Pitts Willouise Spivey Claudia Edgar Doug Stoner Howard Smith • Mayor Bacon called meeting to order and presented a proposed reimbursement resolution that would permit City of Smyrna to issue bonds for new fire station headquarters, if necessary. There was a brief review by Chuck and Claudia. Motion by Jim Pitts to approve. Second by Doug Stoner. Vote was unanimous. • Mayor Bacon presented requested release from Stan Thomas that would modify existing contract regarding his office building and an option on an additional parcel. The release forgives Stan of requirement to have retail in building and removes his option to purchase undeveloped parcel. (See Attached.) Motion to approve by Jim Pitts. Seconded by Willouise Spivey. Vote was unanimous to approve. Meeting was adjourned. State of Georgia County of Cobb RELEASE This release and mutual agreement, dated February � 1998, by and between The City of Smyrna, The Downtown Smyrna Development Authority (the "Downtown Authority") and Thomas Enterprises, Inc. ("Thomas"); WITNESSETH WHEREAS Thomas and the Downtown Authority have heretofore entered into a mutual agreement, dated August 8, 1994, whereby Thomas received a grant of an option to purchase the property described as Phase B on attached Exhibit "Y", for 24 months following completion by Thomas of construction of Phase A [a two-story facility containing approximately 19,000 square feet of retail space and 18,000 square feet of office space and all required parking]; NOW THEREFORE, in consideration of the mutual benefits flowing to each of the parties hereto, the sum of ten ($10.00) Dollars in hand paid, the receipt and sufficiency whereof being hereby acknowledged by the signing of these presents, the parties hereto hereby agree as follows: 1. Thomas is hereby relieved of the obligation to begin construction within a reasonable time of Phase B [a two story facility containing approximately 8,000 square feet of office space and 8,000 square feet of retail space] on "Exhibit Y" of the August 8, 1994 agreement. 2. Thomas hereby releases, conveys, and quit claims all rights, title, option, and obligations to purchase, and re -assigns the same to the Downtown Authority, in and to that certain property described as Phase B on attached Exhibit "Y" of the August 8, 1994 agreement. 3. Downtown Authority and City of Smyrna hereby release Thomas from the obligation to construct any additional retail space on the property described as " Phase A" on Exhibit "Y" of the August 8, 1994 agreement, and Thomas shall begin construction of Thomas second building thergon,containing office space, for completion within 240 working days, on or before NI JI il> WITNESS The hands and seals of the undersigned on the day and year first above written. Thomas Enterprises, Inc. approved: City of Smyrna By: � Stanley . Thomas, President BY: , (CORP_MATE SEAL) A. Max .Bacon, Mayor [SEAL] DOWNTOWN SMYRNA DEVELOPMENT AUTHORITY BY: Max Bacon, Chairman [SEAL] MEETING OF: April 6, 1998 ISSUE: Reimbursement Smyrna Downtown City of Smyrna WARD/COMMITTEE Finance and Administration ITEM NO. 4-A Resolutions of the City of Development Authority and The BACKGROUND: First resolution of the Authority is to authorize the subsequent issue of bonds to reimburse the City for funds advanced for the new fire station. Second Resolution of the Mayor and Council authorizing the advancement of $3,000,000 to the Authority to enable it to complete the project with the expectation that the City will be reimbursed from the proceeds derived from a pond issue of the Authority. These resolutions do not compel the issuance of bonds by the Authority, but put the Authority and the City in the position of taking advantage of a bond issuance at a later date if they so desire to do so. RECOMMENDATION: Authorize the Mayor to sign these resolutions SECRETARY AND TREASURER'S CERTIFICATE GEORGIA, COBB COUNTY. I; Willouise C. Spivey, Secretary and Treasurer of the Downtown Smyrna Development Authority, DO HEREBY CERTIFY that the foregoing pages constitute a true and correct copy of the resolution adopted by said Authority at an open public meeting duly called and lawfully assembled at 6. 3o y.m., on the 11thday of May , 1998, the original of said resolution being duly recorded in the Minute Book of said Authority, which Minute Book is in my custody and control. I do hereby further certify that the following members of the Authority were present at said meeting: A. Max Bacon, Chairman Jim Pitts Doug Stoner Willouise Spivey and that the following members were absent: Hubert Black C.J. Fouts Jimmy Wilson Steve Shupert and that said resolution was duly adopted by a vote of Aye 4 Nay o Abstain WITNESS my hand and the official seal of the Downtown Smyrna Development Authority, this the llthday of May , 1998. 6ZZ13',��w Secretary and Treasurer 239816.1 A RESOLUTION TO DECLARE OFFICIAL INTENT PURSUANT TO THE PROVISIONS OF SECTION 1.150-2 OF THE INCOME TAX REGULATIONS PROMULGATED UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. WHEREAS, pursuant to an amendment to Article VII, Section VII, Paragraph I of the Constitution of the State of Georgia of 1945 (Georgia Laws 1970, p. 1117 et seq.) and now specifically continued pursuant to an Act of the General Assembly (Georgia Laws 1986, p. 3957 et seq.) as a part of the Constitution of the State of Georgia of 1986, and under the provisions of Georgia Laws 1989, p. 4382 et seq., known as the "Downtown Smyrna Development Authority Act" (collectively, the "Authority Act") there was created a body corporate and politic, designated as the "Downtown Smyrna Development Authority" (hereinafter sometimes referred to as the "Authority") and the Authority is deemed to be a political subdivision of the State of Georgia and a public corporation, which Authority has been duly activated and organized and its members are now performing their duties and are serving in the furtherance of the purpose for which the Authority was created; and WHEREAS, the City of Smyrna is a public body corporate and politic and a municipal corporation duly organized and validly existing under the laws of the State of Georgia; and WHEREAS, the Authority is authorized to undertake the acquisition, construction, remodeling, altering, renovating, equipping, maintaining, and operating of buildings, both private and public, and the usual and convenient facilities appertaining to such undertakings and extension and improvement of such buildings; the acquisition of parking facilities or parking areas in connection therewith; the construction, reconstruction, alteration, changing and closing of streets, roads, and alleys; the acquisition of the necessary property therefor, both real and personal; and the lease and sale of any part or all of such buildings, including real and personal property, so as to assure the efficient and proper development, maintenance and operation of such buildings, streets, roads and alleys deemed by the Authority to be necessary, convenient or desirable in connection therewith; and WHEREAS, the Authority has determined that it is necessary and desirable and in the best interest of the citizens and taxpayers within the territory of the Authority that the Authority acquire, construct, install and equip a fire station and related facilities and equipment for the redevelopment of the downtown area of the City of Smyrna, and to pay expenses associated therewith (collectively, the "Project"), which Project, if acquired, constructed, installed and equipped as described aforesaid, will be leased to the City pursuant to that certain Fourth Amended and Restated Lease Contract, dated as of September 1, 1989 (the "Lease"), as supplemented or amended; and WHEREAS, the City has indicated its willingness to advance funds to the Authority to enable the Authority to acquire, construct, install and equip the Project, with the understanding that the City will be reimbursed for such advances from the proceeds of tax-exempt bonds to be 239816.1 0• issued by the Authority for the purpose of financing the cost of the acquisition, construction, installation and equipping of the Project; and WHEREAS, such bonds, if issued, shall be payable by the Authority from, among other sources, revenues derived by the Authority from the City under the Lease; and WHEREAS, certain regulations under the Internal Revenue Code of 1986, as amended (the "Code"), including specifically Section 1.150-2, require that the Authority must declare its "official intent" to reimburse a prior expenditure with proceeds of a tax-exempt borrowing; and WHEREAS, the Authority intends to make certain expenditures with respect to the Project from funds that may be provided by the City, for which the Authority will reimburse the City with proceeds of tax-exempt bond issues to be issued by the Authority. NOW, THEREFORE, BE IT RESOLVED by the Downtown Smyrna Development Authority, as follows: 1. The Authority intends to acquire, construct, install and equip a fire station and related facilities and equipment for the redevelopment of the downtown area of the City of Smyrna, and the payment of expenses associated therewith, and to finance the cost of same with proceeds derived from the sale of bonds the interest on which is excludable from gross income under Section 103 of the Code in an aggregate principal amount with respect to the Project that is not expected to exceed $3,000,000. The Authority expects to incur in calendar years 1998 and 1999 expenditures relating to the Project, which will be paid from funds advanced to the Authority by the City for such purpose. The Authority intends to reimburse the City for these expenditures from the proceeds of the above -described bond issue. 2. The Secretary and Treasurer of the Authority is hereby directed to place this resolution in the minute books of the Authority and to make such resolution available for public inspection. 3. Any and all resolutions or parts of resolutions in conflict with this resolution are to the extent of such conflict hereby repealed. 239816.1 4. This resolution shall be effective immediately upon adoption.