Loading...
111317 Sp Called Council Mtg Mins Adopted Nort August \a South Carolina's Riverfront MINUTES OF NOVEMBER 13, 2017 Robert A. Pettit, Mayor James M Adams, Jr., Councilmember J Robert Brooks, Councilmember Pat C. Carpenter, Councilmember Fletcher L. Dickert, Councilmember Kenneth J. McDowell, Councilmember David W. !vlcGhee, Councilmember ORDER OF BUSINESS The Special Called meeting of November 13, 2017, having been duly publicized, was called to order by Mayor Pettit at 7:03 p.m. in the Council Chambers on the third floor of the Municipal Center and adjourned at 7:40 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. Mayor Pettit rendered the invocation and led in the Pledge of Allegiance. Members present were Mayor Pettit and Councilmembers, Adams, Brooks, Carpenter, Dickert, McDowell, and McGhee. Also in attendance were B. Todd Glover, City Administrator; Kelly F. Zier, City Attorney; "Thomas C. Zeaser, Director of Engineering and Public Works; James E. Sutton, Director of Public Services;Cammie T. Hayes, Director of Finance; Diana H. Miller, Manager of Human Resources; and Donna B. Young, City Clerk. ITEM 1. FINANCE: Resolution No. 2017-43 - A Resolution Authorizing the City to Enter Into Addendum No. 1 to the Stadium License Agreement with Green Jackets Baseball LLC On motion by Councilmember Dickert, second by Councilmember Brooks, Council unanimously passed a resolution authorizing the City to enter into Addendum No. 1 to the Stadium License Agreement with Green Jackets Baseball LLC. The resolution text is as follows: Please note that all complete exhibits and attachments are available in the Office of the City Clerk. RESOLUTION NO. 2017-43 A RESOLUTION AUTHORIZING THE CITY TO ENTER INTO ADDENDUM NO. 1 TO THE STADIUM LICENSE AGREEMENT WITH GREEN JACKETS BASEBALL LLC WHEREAS, the City of North Augusta, South Carolina (the "City"), entered into a Stadium License Agreement on February 20, 2017. (the "Stadium License Agreement"), with Green Jackets Baseball, LLC (the "Licensee"), to provide for certain terms and conditions with respect to the construction and operation of a minor league baseball stadium within the area generally referred to as Project Jackson; and WHEREAS, the City and the Licensee wish to modify and/or amend the Stadium License Agreement to provide additional detail and clarity regarding certain Project Budget items, including, without limitation, certain allowances for the Licensee; the items to be paid for with Licensee's initial contribution, provision for approval and payment for change requests, and the City's portion of the costs of the Outfield Building Project, with such modifications and/or amendments to be effected pursuant to an Addendum No. 1 to Stadium License Agreement by and between Licensee and the City ("Addendum No. 1"); and WHEREAS, the Mayor and City Council upon review of Addendum No. 1, a copy of which is attached hereto as "Exhibit A" and incorporated herein by this reference, do believe that such document represents a reasonable business arrangement between the City and the Licensee and that Addendum No. I should be approved and entered into by the City. 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. Addendum No. 1 is hereby approved. 2. The City Administrator and Mayor are each hereby authorized to (a) make such modifications to Addendum No. 1 as either or both of them shall deem necessary or prudent, so long as the substance of such document remains consistent with the form presented at this meeting, and (b) execute such document on behalf of the City. 3. The City Administrator and Mayor are each hereby authorized to approve, execute and deliver (or cause to be duly executed and delivered) such further documents, agreements or instruments and do or cause to be done such further acts as either or both of them may deem, upon the advice of counsel, to be reasonably necessary or proper to carry out more effectively the provisions and purposes of this resolution and Addendum No. 1. DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY COUNCIL,OF THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA. ON THIS THE 13TH DAY OF NOVEMBER, 2017. ITEM 2. FINANCE: Resolution No. 2017-44 - A Resolution Authorizing the City to, Enter into Agreements with Ackerman Greenstone North Augusta, LLC to Provide for the Development and Construction of a Hotel Parking Deck and Certain Hotel Conference Facilities; Authorizing the Increase of the Construction Budget for the Hotel Deck; and Other Matters Related Thereto On motion by Mayor Pettit, second by Councilmember McDowell, Council unanimously passed a resolution authorizing the City to enter into agreements with Ackerman Greenstone North Augusta, LLC to provide for the development and construction of a hotel parking deck and certain hotel conference facilities; authorizing the increase of the construction budget for the hotel deck; and other matters related thereto. Prior to the vote Mayor Pettit expressed his support of the agreements and what had led to his support. The resolution text is as follows: Please note that all complete exhibits and attachments are available in the Office of the City Clerk. RESOLUTION NO. 2017-44 A RESOLUTION AUTHORIZING THE CITY TO ENTER INTO AGREEMENTS WITH ACKERMAN GREENSTONE NORTH AUGUSTA, LLC TO PROVIDE FOR THE DEVELOPMENT AND CONSTRUCTION OF A HOTEL PARKING DECK AND CERTAIN HOTEL CONFERENCE FACILITIES; AUTHORIZING THE INCREASE OF THE CONSTRUCTION BUDGET FOR THE HOTEL DECK; AND OTHER MATTERS RELATED THERETO WIIEREAS, 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 (the "Hotel Developer") and Greenstone Hammond's Ferry, LLC, entered into by such parties for the development of Project Jackson, (i) the parties have provided for the development of various projects, including, without limitation, the Hotel, the Conference Facilities, the Hotel Deck (each as defined in the Master Development Agreement) and (ii) the City has agreed to provide $8,000,000 to pay for construction costs of the Conference Facilities and $7,000,000 to pay for construction costs of the Hotel Deck; and WHEREAS, to fulfill its obligations under the Master Development Agreement to pay for construction costs of the Conference Facilities and the Hotel Deck, as described above, and in order to provide for the terms and conditions pursuant to which such costs will be paid and the Conference Facilities and Hotel Deck shall be developed and constructed, the City proposes to enter into (i) an Owner-Developer Agreement (Development and Construction of Hotel Deck) among the North August Public Facilities Corporation (the "Corporation"), the City and the Hotel Developer, with respect to the Hotel Deck (the "Hotel Deck Agreement"), and (ii) an Owner-Developer Agreement (Development and Construction of Conference Facilities) among the Corporation, the City and the Hotel Developer, with respect to the Conference Facilities (the ``Conference Facilities Agreement" and together with the Hotel Deck Agreement, the "Agreements"); and WHEREAS, under the provisions of the Master Development. Agreement, the construction budget of the Hotel Deck of$7,000,000 was intended to provide for a parking deck of a certain size and scope, but the parties have increased such size and scope and have agreed to increase the Hotel Deck budget by $600,000; and WHEREAS, the City has previously approved the payment of the original $7,000,000 Hotel Deck budget out of proceeds of the Corporation's $69,450,000 Installment Purchase Revenue Bonds (City of North Augusta Project) Taxable Series 2017B dated May 16, 2017 (the "IPRBs"); and WHEREAS, the City proposes to provide the additional $600,000 from legally available funds, including interest earned on the unspent IPRBs (collectively referred to herein as the "Increase in Hotel Deck Construction Budget"); and WHEREAS, the City Council has received and reviewed (i) the Hotel Deck Agreement, which is attached hereto, marked "Exhibit A" and incorporated herein by this reference, and (ii) the Conference Facilities Agreement, which is attached hereto, marked as "Exhibit B" and incorporated herein by this reference. 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 Increase in Hotel Deck Construction Budget due to its expanded size and scope. 2. The City approves the Agreements. 3. The City Administrator and Mayor arc each hereby authorized to (a) make such modifications to the Agreements as either or both of them shall deem necessary or prudent, so long as the substance of such documents remains consistent with the forms presented at this meeting, and (b) execute the Agreements on behalf of the City. 4. The City Administrator and Mayor are each hereby authorized to approve, execute and deliver (or cause to be duly executed and delivered) such further documents, agreements or instruments and do or cause to be done such further acts as either or both of them may deem, upon the advice of counsel, to be reasonably necessary or proper to carry out more effectively the provisions and purposes of this resolution and the Agreements. DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA, ON THIS THE 13 1H DAY OF NOVEMBER, 2017. ITEM 3. FINANCE: Resolution No. 2017-45 - A Resolution Authorizing the City to Enter into a Parking Operating Agreement with Ackerman Greenstone North Augusta, LLC (The "Hotel Developer") and the North Augusta Public Facilities Corporation (The "Corporation"); Authorizing the City to Enter into a Joinder Agreement to a Master Parking Facilities Operating and Easement Agreement with the Hotel Developer, Greenstone Hammonds Ferry, LLC, and the Corporation; and other Matters Related Thereto On motion by Mayor Pettit, second by Councilmember Carpenter, Council unanimously passed a resolution authorizing the City to enter into a parking operating agreement with Ackerman Greenstone North Augusta, LLC (the "hotel developer") and the North Augusta Public Facilities Corporation (the "Corporation"); authorizing the City to enter into a joinder agreement to a master parking facilities operating and easement agreement with the hotel developer, Greenstone Hammonds Ferry, LLC, and the corporation; and other matters related thereto. Prior to the vote Councilmember Dickert expressed his desire to have the definition of "City Event' in the Parking Operating Agreement to be reviewed further prior to execution. The resolution text is as follows: Please note that all complete exhibits and attachments are available in the Office of the City Clerk. RESOLUTION NO. 2017-45 A RESOLUTION AUTHORIZING THE CITY TO ENTER INTO A PARKING OPERATING AGREEMENT WITH ACKERMAN GREENSTONE NORTH AUGUSTA, LLC (THE `'HOTEL DEVELOPER") AND THE NORTH AUGUSTA PUBLIC FACILITIES CORPORATION (THE "CORPORATION"); AUTHORIZING THE CITY TO ENTER INTO A JOINDER AGREEMENT TO A MASTER PARKING FACILITIES OPERATING AND EASEMENT AGREEMENT WITH THE HOTEL DEVELOPER, GREENSTONE HAMMONDS FERRY, LLC, AND THE CORPORATION; AND OTHER MATTERS RELATED THERETO 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, the Hotel Developer and Greenstone Hammond's Ferry, LLC ("Greenstone"), entered into by such parties for the development of Project Jackson, the City and Greenstone, as master developer, have certain responsibilities related to parking facilities within such development and in furtherance of such responsibilities the City and Greenstone entered into a Master Parking Facilities Operating and Easement Agreement dated as of April 25, 2017, by and between the City and Greenstone (the "Master Parking Agreement"); and WHEREAS, the Corporation, the City and Greenstone entered into a Master Parking Facilities Operating and Easement Agreement Joinder dated as of April 25, 2017, pursuant to which the Corporation joined the Master Parking Agreement as a party; and WHEREAS, to provide further detail regarding the parking arrangements with respect to the Hotel Deck (as defined in the Master Development Agreement), the City intends to enter into (i) a Parking Operating Agreement among the North Augusta Public Facilities Corporation (the "Corporation"), the City and the Hotel Developer (the "Parking Operating Agreement"), and (ii) a Joinder Agreement to Master Parking Facilities Operating and Easement Agreement among the Corporation, the City, the Hotel Developer and Greenstone (the "Joinder"), pursuant to which the Hotel Developer will become a party to the Master Parking Agreement; and WHEREAS, the City Council has received and reviewed (i) the Parking Operating Agreement, which is attached hereto, marked Exhibit "A" and incorporated by reference, and (ii) the Joinder, which is attached hereto, marked as Exhibit "B" and incorporated by reference; and WHEREAS, pursuant to the requirements of the Master Development Agreement, the Mayor and the City Administrator have reviewed the Parking Operating 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 tennis 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 Parking Operating Agreement will allow the City to fulfill obligations under the terms of the Master Development Agreement and the Master Parking Agreement and that it is in the best interest of the City to enter into the Parking Operating 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: 5. The City' approves the Parking Operating Agreement and the Joinder. 6. The Parking Operating 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. 7. The City Administrator and Mayor are each hereby authorized to (a) make such modifications to the Parking Operating Agreement and the Joinder as either or both of them shall deem necessary or prudent, so long as the substance of such documents remains consistent with the forms presented at this meeting, and (b) execute the Parking Operating Agreement and the Joinder on behalf of the City. 8. The City Administrator and Mayor are each hereby authorized to approve, execute and deliver (or cause to be duly executed and delivered) such further documents, agreements or instruments and do or cause to be done such further acts as either or both of them may deem, upon the advice of counsel, to be reasonably necessary or proper to carry out more effectively the provisions and purposes of this resolution, the Parking Operating Agreement and the Joinder. DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA,ON THIS THE 13TFE DAY OF NOVEMBER,2017. ITEM 4. FINANCE: Ordinance No. 2017-21 - An Ordinance authorizing the City to Enter into Agreements to Provide for the Sale of Real Property to Ackerman Greenstone North Augusta, LLC (The "Hotel Developer"), a Ground Lease from the Hotel Developer to the City, and a Sublease with Respect to the Conference Facilities from the City to the Hotel Developer; and Other Matters Related Thereto — Ordinance, First Reading On motion by Councilmember McDowell, second by Councilmember Dickert, Council unanimously passed an ordinance on first reading authorizing the City to enter into agreements to provide for the sale of real property to Ackerman Greenstone North Augusta, LLC (The "Hotel Developer"), a ground lease from the hotel developer to the City, and a sublease with respect to the conference facilities from the City to the hotel developer; and other matters related thereto. The ordinance text is as follows: Please note that all complete exhibits and attachments are available in the Office of the City Clerk. ORDINANCE NO. 2017-21 AN ORDINANCE AUTHORIZING THE CITY TO ENTER INTO AGREEMENTS TO PROVIDE FOR THE SALE OF REAL PROPERTY TO ACKERMAN GREENSTONE NORTH AUGUSTA, LLC (THE "HOTEL DEVELOPER"), A GROUND LEASE FROM THE HOTEL DEVELOPER TO THE CITY, AND A SUBLEASE WITH RESPECT TO THE CONFERENCE FACILITIES FROM THE CITY TO THE HOTEL DEVELOPER; AND OTHER MATTERS RELATED THERETO WHEREAS, the City of North Augusta, South Carolina (the "City") has previously entered into a Master Development Agreement dated March 15, 2017 (the "Master Development Agreement"), by and among the City, GreenJackets Baseball, LLC, the Hotel Developer and Greenstone Hammond's Ferry, LLC ("Greenstone") to provide for the development of Project Jackson; and WHEREAS, by the authority of and provisions contained in Ordinance No. 2017- 05 of the City Council of the City of North Augusta (the "City Council"), the governing body of the City, enacted on May 15, 2017 ("Ordinance 2017-05"), the City purchased from Greenstone a portion of real property consisting of approximately 1.78 acres (the "Hotel Land") to provide for the construction of a portion of Project Jackson on such land (such land as more particularly described at Exhibit"A" attached hereto); and WHEREAS, the City and other parties entered into various financing documents, including a Trust Agreement dated May 16, 2017, by and between the North Augusta Public Facilities Corporation and U.S. Bank National Association (the "Trust Agreement"), to provide for financing of a portion of the costs of Project Jackson; and WHEREAS, with the current development of Project Jackson and to fulfill the requirements under both the Master Development Agreement and the Trust Agreement, the City intends to (i) sell the Hotel Land to the Hotel Developer, (ii) enter into a Ground Lease Agreement with the Hotel Developer (the "Ground Lease") to provide for the Hotel Developer to ground lease an interest in the Hotel Land back to the City together with the conveyance of ownership of the Conference Facilities (as defined in the Master Development Agreement), (iii) enter into a Sublease Agreement with the Hotel Developer (the "Sublease" and together with the Ground Lease, the "Leases") to sublease to the Hotel Developer the space comprised of the Conference Facilities and to provide for terms and conditions relating to the operation of the Conference Facilities, along with certain basic terms related to the operation of the Hotel (as defined in the Master Development Agreement) in which such Conference Facilities are located, and (iv) enter into an Owner-Developer Agreement (Development and Construction of Conference Facilities) among the Corporation, the City and the Hotel Developer, with respect to the development and construction of the Conference Facilities, as separately approved by City Council pursuant to Resolution No. 2017-44 (the "Conference Facilities Agreement"); and WHEREAS, the City Council has received and reviewed (i) the Ground Lease, which is attached hereto, marked Exhibit "B" and incorporated herein by this reference, and (ii) the Sublease, which is attached hereto, marked as Exhibit "C" and incorporated herein by this reference; and WHEREAS, pursuant to the requirements of the Master Development Agreement, the Mayor and the City Administrator have reviewed the Leases and the Conference Facilities Agreement, specifically in relation to any terms set forth in Exhibits G and H attached to the Master Development Agreement and have determined that any deviations from details and material terms as set forth in such Exhibits G and H are satisfactory and they recommend the approval of any such deviations; and WHEREAS, the City is mindful of the criteria set forth by the South Carolina Supreme Court in Byrd v. Florence County in determining when an economic development project constitutes a public purpose; in that case, as further developed in Nichols v. South Carolina Research Authority, the Court set forth a four-point standard for local governments providing economic development incentives: (1) the ultimate goal or benefit to the public; (2) whether public or private parties will be the primary beneficiaries; (3) the speculative nature of the project; and (4) the probability that the public interest will be served (collectively, the "Nichols Test"); and WHEREAS, the City has determined that (i) the sale of the Hotel Land from the City to the Hotel Developer, and (ii) the entering into and execution of the Leases 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 sell the Hotel Land and enter into the Leases. NOW, THEREFORE, BE IT ORDAINED by the Mayor and City Council of the City of North Augusta, in meeting duly assembled and by the authority thereof, that: 9. The City approves the sale of the Hotel Land to the Hotel Developer and, in accordance with the Nichols Test, in the negotiation of the consideration for the conveyance thereof, the Mayor and City Administrator are directed to take into account that the ultimate goal in the conveyance is the development of a Hotel in accordance with the Master Development Agreement to benefit the City and stimulate economic development in the City, that the public is the ultimate beneficiary of the conveyance through the stimulation of economic development and the overall consummation of Project Jackson, that the conveyance is part of a definite and concrete plan of public and private development and the success of the Hotel will in large measure drive the overall benefit to the public from Project Jackson which the City finds to be substantial, and that the public interest will be served through the transformational redevelopment of the City's river front through the development of the Hotel as part of Project Jackson. The City authorizes the Mayor and the City Administrator to value such considerations at not more than $500,000 in negotiating the consideration of the Hotel Land. 10. The City approves the Leases, and in regard to the consideration for the Leases, and in accordance with the Nichols Test, the City finds that it has taken into account that the ultimate goal of the Leases is the development of a Hotel and a vibrant conference facility in accordance with the Master Development Agreement to benefit the City and stimulate economic development in the City, that the public is the ultimate beneficiary of the Leases through the availability of the conference center and the stimulation of economic activity in the City and the overall success of Project Jackson, that the Leases are part of a definite and concrete plan of public and private development and the success of the conference facility will in large measure drive the overall benefit to the public from Project Jackson which the City finds to be substantial, and that the public interest will be served through the transformational redevelopment of the City's river front through the development of the Hotel and conference facilities as part of Project Jackson. 11. The Leases and the Conference Facilities Agreement collectively constitute a "Hotel Project Agreement" and/or a "Conference Facilities Agreement", as applicable, as such terms are defined in the Master Development Agreement, and, except as specifically provided therein, are consistent with the details and material terms set forth in Exhibits G and H attached to the Master Development Agreement, but it is specifically acknowledged and confirmed by this ordinance that (a) any deviations from such details and material terms have been reviewed and approved by the Mayor and the City Administrator and (b) this provision of this ordinance satisfies the requirement under the Master Development Agreement that such approval of such deviations by the Mayor and City Administrator be manifested by adoption of a resolution of the City Council at a meeting duly called. 12. The City Administrator and the Mayor are each hereby authorized to (a) make such arrangements to provide for the sale of the Hotel Land to the Hotel Developer, including the negotiation, entering into and execution of any documents, agreements or instruments that may be required to finalize such sale, (b) provide for the further revisions and/or amendments to the Leases as either or both of them shall deem necessary or prudent, so long as the substance of such documents remains consistent with the forms presented at this meeting, and (c) execute the Leases on behalf of the City. 13. The City Administrator and Mayor are each hereby authorized to approve, execute and deliver (or cause to be duly executed and delivered) such further documents, agreements or instruments and do or cause to be done such further acts as either or both of them may deem, upon the advice of counsel, to be reasonably necessary or proper to carry out more effectively the provisions and purposes of this ordinance, the Leases and the sale of the Hotel Land. DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA, ON THIS THE 13TH DAY OF NOVEMBER, 2017. ITEM 5. FINANCE:Ordinance No. 2017-21 - An Ordinance authorizing the City to Enter into Agreements to Provide for the Sale of Real Property to Ackerman Greenstone North Augusta, LLC (The "Hotel Developer"), a Ground Lease from the Hotel Developer to the City, and a Sublease with Respect to the Conference Facilities from the City to the Hotel Developer; and Other Matters Related Thereto—Ordinance, Second Reading On motion by Mayor Pettit, second by Councilmember McGhee, Council unanimously passed an ordinance on second reading authorizing the City to enter into agreements to provide for the sale of real property to Ackerman Greenstone North Augusta, LLC (The "Hotel Developer"), a ground lease from the hotel developer to the City, and a sublease with respect to the conference facilities from the City to the hotel developer; and other matters related thereto. Please see item number 4 above for the ordinance text. The meeting adjourned at 7:40 p.m. APPROVED THIS— DAY OF Respectfully submitted, , 2017. /1/ 111 / Donna B. Young Mayor Robert A. Pettit City Clerk