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042417 Sp Called Council Mtg Mins Adopted N°rth August ?\a South Carolina's i erfront t r'-," MINUTES OF low 24, 2017 Lark W. Jones, Mayor James M. Adams, Jr., Councilmember J. Robert Brooks, Councilmember Pat C. Carpenter, Councilmember Fletcher L. Dickert, Councilmember Kenneth I McDowell, Councilmember David W. McGhee, Councilmember ORDER OF BUSINESS b The Special Called meeting of Mareh-24, 2017, having been duly publicized, was called to order by Mayor Jones at 6:00 p.m. in the Council Chambers on the third floor of the Municipal Center and adjourned at 9:00 p.m. Per Section 30-4-80(e) notice of the meetings by email was sent out to the current maintained "Agenda Mailout" list consisting of news media outlets and individuals or companies requesting notification. Notice of the meetings was also posted on the outside doors of the Municipal Center, the main bulletin board of the Municipal Center located on the first floor, and the City of North Augusta website. Members present were Mayor Jones and Councilmembers, Adams, Brooks, Carpenter, Dickert, McDowell, and McGhee. Also in attendance were Robert A. Pettit, Mayor Elect; B. Todd Glover, City Administrator; Kelly F. Zier, City Attorney; Cammie T. Hayes, Director of Finance; Diana H. Miller, Manager of Human Resources; and Donna B. Young, City Clerk. Scanned ,ntq L 1eaerfiche Date. I,, • r9 Repository ' -rte--' ITEM 1. LEGAL: Executive Session —Request of the City Administrator On motion by Councilmember McDowell, second by Councilmember McGhee, and in compliance with Section 30-4-70 (a) (2) and (5) the City Administrator requested an executive session for the purposes of: (2) Discussion of negotiations incident to proposed contractual arrangements and proposed sale or purchase of property, the receipt of legal advice where the legal advice relates to a pending, threatened, or potential claim or other matters covered by the attorney-client privilege, settlement of legal claims, or the position of the public agency in other adversary situations involving the assertion against the agency of a claim. (5) Discussion of matters relating to the proposed location, expansion, or the provision of services encouraging location or expansion of industries or other businesses in the area served by the public body. Discussion of Project Jackson's Master Development Agreement Action was taken on this item when Mayor and Council went out of executive session and resumed the Special Called Meeting of April 24, 2017. Please see the minutes. The executive session started at 6:05 p.m. and ended at 7:55 p.m. On motion by Councilmember McDowell, second by Councilmember Brooks, the executive session was adjourned. ITEM 2. CITY PROPERTY/EASEMENT/STREETS AND DRAINS: Approval of the Relocation of Railroad Avenue within the area being developed as Ballpark Village at Hammonds Ferry and Authorizing the Exchange of Real Estate Necessary for such Relocation —Ordinance, Third and Final Reading On motion by Councilmember McDowell, second by Councilmember Brooks, Council unanimously adopted an ordinance on third and final reading approving the relocation of Railroad Avenue within the area being developed as Ballpark Village at Hammonds Ferry and authorizing the exchange of real estate necessary for such relocation. Please see the minutes of April 17, 2017 for the ordinance text. ITEM 3. ECONOMIC DEVELOPMENT: A Resolution Regarding Acceptable Developer Commitments Pursuant to Section 14.01 of the Master Development Agreement Among the City of North Augusta, South Carolina, Greenjackets Baseball, LLC, Ackerman Greenstone North Augusta, LLC, and Greenstone Hammond's Ferry, LLC —Resolution On motion by Councilmember Carpenter, second by Councilmember McDowell, Council passed a resolution regarding acceptable developer commitments pursuant to Section 14.01 of the Master Development Agreement among the City of North Augusta, South Carolina, Greenjackets Baseball, LLC, Ackerman Greenstone North Augusta, LLC, and Greenstone Hammond's Ferry, LLC. Voting for the resolution were Mayor Jones and Councilmembers Brooks, Carpenter, Dickert, McDowell, and McGhee. Voting against the resolution was Councilmember Adams. The resolution passed with a 6/1 vote. Prior to the vote the following citizens made comments: Perry Holcomb, 1891 Greenforest Drive, North Augusta, South Carolina Scott Gudith, 441 East Shoreline Drive,North Augusta, South Carolina Fred Ilardi, 346 East Shoreline Drive,North Augusta, South Carolina The resolution text is as follows: RESOLUTION NO. 2017-13 A RESOLUTION REGARDING ACCEPTABLE DEVELOPER COMMITMENTS PURSUANT TO SECTION 14.01 OF THE MASTER DEVELOPMENT AGREEMENT AMONG THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA, GREENJACKETS BASEBALL LLC, ACKERMAN GREENSTONE NORTH AUGUSTA, LLC, AND GREENSTONE HAMMOND'S FERRY, LLC WHEREAS, the City, pursuant to a Master Development Agreement approved by the City by ordinance adopted on January 30, 2017 (the "Master Development Agreement"), among the City, Greenjackets Baseball LLC and Ackerman Greenstone North Augusta, LLC (the "Hotel Developer"), and Greenstone Hammond's Ferry, LLC ("Greenstone"), is contemplated to issue or cause the issuance of bonds (the "Bonds") related to Project Jackson; WHEREAS, pursuant to the Master Development Agreement, the City has agreed to provide for certain components of Project Jackson from funds available to the City including proceeds from the issuance of the Bonds, subject to certain conditions outlined below; WHEREAS, the City desires to structure its financing to cause the development of Project Jackson for its citizens in a cost effective manner; WHEREAS, in order to obtain financing for Project Jackson in the most cost effective manner, the City has determined to consolidate other City obligations to provide additional security and collateral for the Bonds, and accordingly the City has elected to include the refinancing of the Medac Parking Deck and the North Augusta Municipal Building (the "Refinancings") within the Bond financing, and thereby include the Medac Parking Deck and North Augusta Municipal Building among the Facilities (as defined in the documents relating to the Bonds) subject to the Bond financing; WHEREAS, the City Council has studied the financing of Project Jackson and the Refinancings over an extended period of time and has determined that it is in the best interest of the City to move forward with the Bonds expeditiously, subject to Section 14.01 of the Master Development Agreement; WHEREAS, pursuant to Section 14.01 of the Master Development Agreement (each capitalized term used herein and not otherwise defined has the meaning given to such term in the Master Development Agreement), the City is under no obligation to proceed with causing the issuance of the Bonds unless and until it has received: 1. executed letters of intent (reasonably acceptable to the City) from Hotel Developer committing to the development and construction of the Hotel, and (B) an executed letter of intent from Greenstone indicating Greenstone's commitment to develop the Greenstone Projects (collectively, the "Project Commitments"); 2. financing commitments providing the debt and/or equity in a cumulative amount sufficient to finance the Apartments, the Hotel and Senior Living, such commitments to be in a form acceptable to the City in its sole discretion, such acceptance to be evidenced by resolution of City Council (the "Funding Commitments," and together with the Project Commitments, the "Developer Commitments"). WHEREAS, the City Council has received and reviewed the Project Commitments as to each component in form and substance and finds them to be acceptable; WHEREAS, as to the Apartment component of Project Jackson, the City has reviewed a final Funding Commitment obtained from Synovus Bank by a Greenstone assignee under the Master Development Agreement as well as other information relating to the Apartments and finds such Funding Commitment to be in order and acceptable to the City; WHEREAS, as to the Hotel component of Project Jackson, the City has reviewed the proposed sources of equity and debt financing currently being sought by the Hotel Developer, including a term sheet dated March 30, 2017, from State Bank & Trust Company, which financing if completed will provide funding in an amount and on terms consistent with the Hotel Developer's commitments under the Master Development Agreement, and finds such Funding Commitment to be acceptable and appropriate given the stage of development. In lieu of such final Funding Commitment with regard to the Hotel component, Greenstone and the City have agreed to an arrangement whereby the City will obtain additional recourse to the Master Developer's parking revenues through contractual parking arrangements that are anticipated to mitigate the shortfall in anticipated revenues that would otherwise be expected to be generated by the Hotel; WHEREAS, as to the Senior Living component of Project Jackson, the City has not received or reviewed an equity or debt Funding Commitment, though has entered into discussions with several potential assignees of Greenstone under the Master Development Agreement and such discussions are continuing. In lieu of such Funding Commitment with regard to the Senior Living component, Greenstone and the City have agreed to an arrangement whereby the City will obtain additional recourse to the Master Developer's parking revenues through contractual parking arrangements that are anticipated to mitigate the shortfall in anticipated revenues that would otherwise be expected to be generated by the Senior Living component; WHEREAS, the City Council has levied special assessments on real property within the Municipal Improvement District to mitigate property tax shortfalls from less than expected development of Project Jackson, and contracted for additional sources of revenue contingent on certain failures to perform by the Developers supplemental to those contemplated in the Master Development Agreement. Such special assessments and sources of revenue, while themselves subject to market conditions, shortfalls, limitations, and realization and enforcement considerations, in the aggregate, and after weighing the totality of the present circumstances related to Project Jackson, sufficiently offset the absence of certain Funding Commitments, in the judgement of City Council; WHEREAS, notwithstanding the lack of finality with regard to the Hotel Funding Commitment and the absence of the Senior Living Funding Commitment, the City has obtained acceptable Project Commitments for each component and believes that in light of significant pending construction escalation and demobilization costs, widely anticipated increases in interest rates, and other market conditions generally prevailing as well as specific to Project Jackson, such conditions warrant proceeding expeditiously, and that the long term negative impacts of not moving forward at this time outweigh the risks of proceeding without all Funding Commitments in hand as contemplated by Section 14.01 of the Master Development Agreement; and WHEREAS, Project Jackson presents a transformative opportunity for the City of North Augusta and has been extensively negotiated and planned over many years and the City Council strongly supports such project and, taking into account the challenges presented by the absence of certain Funding Commitments, resolves to fully support Project Jackson with sufficient time, money and resources to ensure that Project Jackson realizes its transformative potential. NOW, THEREFORE, BE IT RESOLVED by the Mayor and City Council of the City of North Augusta, in meeting duly assembled and by the authority thereof, that the City Council finds that the Developer Commitments, as presented, are acceptable in form and substance to the City Council. DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA,ON THIS THE 24TH DAY OF APRIL, 2017. ITEM 4. ECONOMIC DEVELOPMENT: A Resolution to Authorize the City to Enter into a Master Parking Facilities Operating and Easement Agreement with Greenstone Hammonds Ferry, LLC — Resolution On motion by Councilmember McDowell, second by Councilmember McGhee, Council unanimously passed a resolution authorizing the City to enter into a Master Parking Facilities Operating and Easement Agreement with Greenstone Hammonds Ferry, LLC. The resolution text is as follows: RESOLUTION NO. 2017-14 A RESOLUTION TO AUTHORIZE THE CITY TO ENTER INTO A MASTER PARKING FACILITIES OPERATING AND EASEMENT AGREEMENT WITH GREENSTONE HAMMOND'S FERRY, LLC WHEREAS, pursuant to the Master Development Agreement dated March 15, 2017 (the "Master Development Agreement"), by and among the City of North Augusta, South Carolina (the "City"), GreenJackets Baseball, LLC, Ackerman Greenstone North Augusta, LLC and Greenstone Hammond's Ferry, LLC ("Greenstone"), entered into by such parties for the development of Project Jackson, the City has certain responsibilities related to parking facilities within such development; and WHEREAS, the City has been involved with negotiations related to its responsibilities relative to the matter of parking facilities and has negotiated a contract with Greenstone, as developer, related to such responsibilities; and WHEREAS, the City intends to enter into a Master Parking Facilities Operating and Easement Agreement, by and between the City and Greenstone (the "Master Parking Agreement"); and, WHEREAS, the City Council has received and reviewed the Master Parking Agreement as negotiated, which is attached hereto, marked "Exhibit A" and incorporated by reference; and, WHEREAS, pursuant to the requirements of the Master Development Agreement, the Mayor and the City Administrator have reviewed the Master Parking Agreement specifically in relation to any terms set forth in Exhibit F attached to the Master Development Agreement and have determined that any deviations from details and material terms as set forth in such Exhibit F are satisfactory and they recommend the approval of any such deviations; and, WHEREAS, the City has determined that the Master Parking Agreement will allow the City to fulfill obligations under the terms of the Master Development Agreement and that it is in the best interest of the City to enter into the Master Parking Agreement. NOW, THEREFORE, BE IT RESOLVED by the Mayor and City Council of the City of North Augusta, in meeting duly assembled and by the authority thereof, that: 1. The City approves the Master Parking Agreement attached hereto. 2. That the Master Parking Agreement is a "Parking Deck Agreement" as that term is defined in the Master Development Agreement and, except as specifically provided therein, is consistent with the details and material terms set forth in Exhibit F attached to the Master Development Agreement, but it is specifically acknowledged and confirmed by this resolution that any deviations from such details and material terms have been reviewed and approved by the Mayor and the City Administrator. 3. That the City Administrator is authorized to execute the Master Parking Agreement on behalf of the City. DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA, ON THIS THE 24TH DAY OF APRIL,2017. ITEM 5. ECONOMIC DEVELOPMENT: A Resolution to Authorize the City to Enter into a Master Parking Facilities Operating and Easement Agreement Joinder with Greenstone Hammonds Ferry, LLC and North Augusta Public Facilities Corporation—Resolution On motion by Mayor Jones, second by Councilmember Brooks, Council unanimously passed a resolution authorizing the City to enter into a Master Parking Facilities Operating and Easement Agreement Joinder with Greenstone Hammonds Ferry, LLC and North Augusta Public Facilities Corporation. The resolution text is as follows: RESOLUTION NO. 2017-15 A RESOLUTION TO AUTHORIZE THE CITY TO ENTER INTO A MASTER PARKING FACILITIES OPERATING AND EASEMENT AGREEMENT JOINDER WITH GREENSTONE HAMMOND'S FERRY, LLC AND NORTH AUGUSTA PUBLIC FACILITIES CORPORATION WHEREAS, pursuant to the Master Development Agreement dated March 15, 2017, by and among the City of North Augusta, South Carolina (the "City"), GreenJackets Baseball, LLC, Ackerman Greenstone North Augusta, LLC and Greenstone Hammond's Ferry, LLC ("Greenstone"), entered into by such parties for the development of Project Jackson, the City has certain responsibilities related to parking facilities within such development; and WHEREAS, the City has been involved with negotiations related to its responsibilities relative to the matter of parking facilities and has negotiated a contract with Greenstone, as developer, related to such responsibilities; and WHEREAS, the City expects to enter into a Master Parking Facilities Operating and Easement Agreement, by and between the City and Greenstone (the "Master Parking Agreement"); and WHEREAS, the City has determined that it would be beneficial for the North Augusta Public Facilities Corporation (the "Corporation") to join in the Master Parking Agreement through the entering into and execution of a Master Parking Facilities Operating and Easement Agreement Joinder, by and among Greenstone, the City and the Corporation (the "Parking Joinder"), to allow the Corporation to be subject to and receive the benefits of the Master Parking Agreement; and WHEREAS, the City has received and reviewed the Parking Joinder; and WHEREAS, the City has determined that entering into the Parking Joinder is in the best interest of the City and will assist in the development as envisioned by the Master Development Agreement. NOW, THEREFORE, BE IT RESOLVED by the Mayor and City Council of the City of North Augusta, in meeting duly assembled and by the authority thereof, that: 4. The City approves the Parking Joinder attached hereto. 5. The City Administrator is authorized to execute the Parking Joinder on behalf of the City. DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA, ON THIS THE 24TH DAY OF APRIL, 2017. ITEM 6. ECONOMIC DEVELOPMENT: A Resolution to Authorize the City to Enter into a Stadium License Agreement Joinder with Greenjackets Baseball, LLC and North Augusta Public Facilities Corporation—Resolution On motion by Councilmember Carpenter, second by Councilmember McGhee, Council unanimously passed a resolution authorizing the City to enter into a Stadium License Agreement Joinder with Greenjackets Baseball, LLC and North Augusta Public Facilities Corporation. Prior to the vote the following citizens made comments: Perry Holcomb, 1891 Greenforest Drive,North Augusta, South Carolina Ted Wasserlin,North Augusta, South Carolina The resolution text is as follows: RESOLUTION NO. 2017-16 A RESOLUTION TO AUTHORIZE THE CITY TO ENTER INTO A STADIUM LICENSE AGREEMENT JOINDER WITH GREENJACKETS BASEBALL, LLC AND NORTH AUGUSTA PUBLIC FACILITIES CORPORATION WHEREAS, pursuant to the Master Development Agreement dated March 15, 2017, by and among the City of North Augusta, South Carolina (the "City"), GreenJackets Baseball, LLC (the "Team Owner"), Ackerman Greenstone North Augusta, LLC and Greenstone Hammond's Ferry, LLC, entered into by such parties for the development of Project Jackson, the City has certain responsibilities related to the construction and licensing of a stadium for use by Team Owner; and WHEREAS, the City has been involved with negotiations with Team Owner and has entered into a Stadium License Agreement dated February 22, 2017, with the Team Owner relative to the construction of the stadium (the "Stadium License Agreement"); and WHEREAS, the City has determined that it would be beneficial for the North Augusta Public Facilities Corporation (the "Corporation") to join in the Stadium License Agreement through the entering into and execution of a Stadium License Agreement Joinder, by and among Greenjackets, the City and the Corporation (the "Stadium Joinder") to allow the Corporation to be subject to and receive the benefits of the Stadium License Agreement; and WHEREAS, the City has received and reviewed the Stadium Joinder; and WHEREAS, the City has determined that entering into the Stadium Joinder is in the best interest of the City and will assist in the development as envisioned by the Master Development Agreement. NOW, THEREFORE, BE IT RESOLVED by the Mayor and City Council of the City of North Augusta, in meeting duly assembled and by the authority thereof, that: 1. The City approves the Stadium Joinder attached hereto. 2. The City Administrator is authorized to execute the Stadium Joinder on behalf of the City. DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA,ON THIS THE 24TH DAY OF APRIL, 2017. ITEM 7. FINANCE: Authorization of Budget Expenditure for North Augusta High School Basketball Banquet Mayor Jones approved the use of the Council Contingency to cover the cost of any excess North Augusta High School basketball banquet expenses not covered by the sale of tickets. The event was held April 20 to honor the South Carolina AAAA Girls Basketball State Champions. The meeting adjourned at 9:00 p.m. APPROVED THIS I DAY OF Respectfully submitted, , 2017. t • 4� Donna B. Young Mayor City Clerk