March 30, 2007 Special Call Mtg,

BALL GROUND CITY COUNCIL
SPECIAL CALLED
Friday, March 30,  2007
7:00 PM Ball Ground Library

1.  Call to Order
Mayor Roberts called the March 30, 2007 special called meeting of Council to order for the purpose of conducting a public hearing regarding the financing of the new city hall.

Council Members Present: John Byrd, Ashley Holcomb, Lee Prettyman and Andrenia Stoner were present.

Council Member Frank Homiller was absent

City Staff Present:  Attorney Darrell Caudill, Police Chief Dana Davis, Finance Director Randy Westbrook, City Adm. Eric Wilmarth and City Clerk Karen L. Jordan

Also Present:  Terri Finister, Murray Barnes Finister LLC

2.  Approval of an Installment Sale Transaction with the Georgia Municipal
City Attorney Darrell Caudill stated this hearing is held in accordance to the provisions of O.C.G.A. §36-60-13 (g) and was properly advertised in the Cherokee Tribune regarding the financing of a new city hall.

Mayor Roberts asked for public comments.  There were none.

A Motion by Council Member Stoner, Seconded by Council Member Byrd to adjourn the hearing at 4:08 PM.  Vote     4 Yeas    1 Absent   Motion Approved.

Upon the recommendation of Terri Finister of Murray Barnes Finister, LLC a motion was made by Council Member Stoner, Seconded by Council Member Byrd to pre approve the bid amount of $162,500.00 from the Georgia Municipal Association for the purchase of property from the City of Ball Ground, Georgia (the “city”) as described and under the conditions set forth in the advertisement relating to such sale which appeared in the Cherokee Tribune on March 16, 2007.      4 Yeas    1 Absent    Motion unanimously approved.

Terri Finister of Murray Barnes Finister, LLC presented the following resolution to the Mayor and City Council for their consideration.

RESOLUTION OF THE Mayor and Council of the City of Ball Ground authorizing, among other things, the execution of documents relating to the acquisition of the
City of Ball Ground City Hall.

Whereas, the City of Ball Ground (the “City”) has solicited bids for the sale of certain property owned by the City (the “Property”) on the condition that the buyer of the Property construct a new City Hall (the “Project”) on the Property in accordance with plans and specifications selected by the Mayor and Council and to lease or sell the Project back to City on terms and conditions acceptable to the Mayor and Council, and the City desires to approve the Project and the Financing thereof subject to opening of the bids for the sale of the Property on April 3, 2007 and as of the date hereof Georgia Municipal Association, Inc. (the “Seller”) is the only person that has expressed an interest in purchasing the Property; and

Whereas, the Mayor and Council Of the City of Ball Ground, Georgia (the “City”) hereby determine that it is in the best interest of the City to sell certain property (the “Property”) to the Seller pursuant to a Warranty Deed, dates as of April 11, 2007 or the date of the closing of the Installment Sale Agreement (the “Warranty Deed”); and

Whereas, the City proposes to purchase the Project from he Seller in accordance with an Installment Sale Agreement, dated as of  April 1, 2007 (the “Installment Sale Agreement”); and

Whereas, the Seller’s interest in the Installment Sale Agreement will be assigned to RBC Centura Bank (the “Bank”) pursuant to an Assignment and Transfer Agreement, dated as of April 1, 2007 (the “Transfer Agreement”), between the Seller, As assignor, and the Bank, as assignee; and

Whereas, the Seller will    execute a Deed to Secure Debt and Security Agreement, dated as April 1, 2007 (the “Deed”) in favor of the Bank; and

Whereas, the Seller and the Bank have requested that the City execute and deliver an Agreement Regarding Environmental Activity, dated as of April 1, 2007 (the “Environmental Agreement”), among the City, the Seller and the Bank; and

Whereas, attached hereto are forms of the following documents:

(1)    the Warranty Deed,
(2)    the Installment Sale Agreement,
(3)    the Transfer Agreement
(4)    the Deed, and
(5)    the Environmental Agreement.

NOW, THEREFORE, BE IT RESOLVED, AND IT IS HEREBY RESOLVED by the Mayor and Council of the City of Ball Ground as follows:

Section 1.    Findings.  The obligation of the City to make the payments under the Installment Sale Agreement is annually renewable as provided therein.  The obligation of the City to make such payments will not constitute a debt of the State of Georgia or any political subdivision or municipality of the State of Georgia, including the City, within the meaning of any constitutional or statutory limitation on indebtedness.   The Installment Sale Agreement does not directly contingently obligate the City to make any payments beyond those appropriated for the City’s then current calendar year.  The City approves the agreements and sale of the Property provided for in this resolution subject to the Seller being the winning bidder for the dale of the Property when such bids are opened on April 3, 2007.

Section 2.    Authorization of Warranty Deed.  The form, terms and provisions of the Warranty Deed presented at this meeting are hereby approved, and all of the terms and provisions thereof are hereby incorporated herein by this reference as if the Warranty Deed was set out in this Resolution in its entirety.  The Mayor and the Clerk are hereby authorized, empowered and directed to execute, acknowledge and deliver the Warranty Dee.  The Warranty Deed shall be in substantially the form now before this meeting and hereby approved, or with such changes therein as may be deemed necessary by the person executing the same to accomplish the purpose of the transactions contemplated therein and in the Resolution.  The execution of the Warranty Deed shall constitute conclusive evidence that the Warranty Deed and any and all changes thereto have been approved by the persons executing the same.

Section 3.    Authorization of Installment Sale Agreement.  The form, terms, and provisions of the Installment Sale Agreement presented at this meeting are hereby approved, and all of the terms and provisions thereof are hereby incorporated herein by this reference as if the Installment Sale Agreement was set out in this Resolution in its entirety.  The Mayor and the Clerk are hereby authorized, empowered and directed to execute, acknowledge and deliver the Installment Sale Agreement.  The Installment Sale Agreement shall be in substantially the form now before this meeting and hereby approved, or with such changes therein as may be deemed necessary by the persons executing the same to accomplish the purposes of the transactions contemplated therein and in the Resolution.  The execution of the Installment Sale Agreement shall constitute conclusive evidence that the Installment Sale Agreement and any and all changes thereto have been approved by the persons executing the same.

Section 4.    Consent to Transfer Agreement.  The Mayor and Council hereby consent to the form of the Transfer Agreement presented at this meeting, or with such changes as may be hereafter made as shall be in furtherance of the transactions contemplated therein and in this Resolution and as shall not be inconsistent with or contrary to the matters contemplated therein and in this Resolution.  The Mayor and Council hereby further consents t the execution and delivery of the Transfer Agreement by the parties thereto.

Section 5.    Consent to Deed.  The Mayor and Council hereby consents to the form of the Deed presented at this meeting, or with such changes as may be hereafter made as shall be in furtherance of the transactions contemplated therein and in this Resolution and as shall not be inconsistent with or contrary to the matters contemplated therein and in this Resolution.  The Mayor and Council hereby further consents to the execution and delivery of the Deed by the parties thereto.

Section 6.    Authorization of Environmental Agreement.  The form, terms and provisions of the Environmental agreement presented at this meeting are hereby approved, and all of the terms and provisions thereof are hereby incorporated herein by this reference as if the Environmental Agreement was set out in this Resolution in its entirety.  The Mayor and the Clerk are hereby authorized, empowered and directed to execute, acknowledge and deliver the Environmental Agreement.  The Environmental Agreement shall be in substantially the form now before this meeting and hereby approved, or with such changes therein as may be deemed necessary by the persons executing the same to accomplish the purposes of the transactions contemplated therein and in this Resolution.  The execution of the Environmental Agreement shall constitute conclusive evidence that the Environmental Agreement and any and all changes thereto have been approved by the persons executing the same.

Section 7.    General Authority.  The Mayor and Clerk of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the documents herein authorized and as may be necessary to carry out the purposes and intents of this Resolution.

If the Mayor shall not be able to execute the documents herein authorized, the Mayor Pro Tem is hereby authorized to execute the documents on behalf of the City.  If the Clerk shall not be able to execute the documents herein authorized, the Assistant Clerk is hereby authorized to execute the documents on behalf of the City.

Section 8.    Actions Ratified, Approved and Confirmed.  All acts and doings of the officers, employees or agents of the City which are in conformity with the purposes and intents of this Resolution are hereby ratified, approved and confirmed.

Section 9.    No Personal Liability.  No stipulation, obligation or agreement contained in this Resolution or in the documents authorized hereby shall be deemed to be a stipulation, obligation or agreement of any officer, agent or employee of the City in his or her individual capacity, and no such officer, agent or employee shall be personally liable or be subject to personal liability or accountability.

Section 10.    Severability of Invalid Provisions.  If any one or more of the agreements or provisions contained in this Resolution or the documents authorized hereby shall be held contrary to an express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such agreements or provisions shall be null and void and shall be deemed separable from the remaining agreements and provisions and shall in no way affect the validity of any of the other valid agreements and provisions.

Section 11.  Repealing Clause.  All resolutions or parts thereof in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed.

Section 12.  Effective Date.  This Resolution shall take effect immediately upon its adoption.

Mayor Roberts stated the new city hall facilities will be constructed in accordance with the plans and specifications prepared by Mark Robillard Architects, Inc. of Canton, Georgia.  The purchase of the property and the city hall facilities will be financed through a lease purchase or installment sale agreement between the Georgia Municipal Association (GMA) and the City.  GMA’s rights to receive rentals/payments will be assigned to the lender, RBC Centura.  The contractor(s) W. H. Bass, Inc. was selected by the City to construct the facilities at an earlier city council meeting.

Council Member Stoner put forth a motion to adopt the above foregoing resolution.  Council Member Byrd seconded the motion.
Vote     4 Yeas    1 Absent    Motion unanimously approved.

3.    An Agreement to Provide Tax Recovery Services
City Adm. Wilmarth presented for Mayor and Council consideration an agreement from Tax Research & Recovery, Inc.

Tax Research & Recovery, Inc. states their company will seek to recover and save excise taxes paid by and due to the city for a fee equal to fifty percent (50%) of the refunds and credits paid to the City.

The contract will cover a period for the previous years, current year and create savings for the next year.  Annual renewals may be forwarded for the City’s approval; however, wither party may terminate this contract upon 30 days written notice to the other party, with or without cause.

Motion by Council Member Prettyman to enter in to an agreement with Tax Research & Recovery, Inc. for the purpose of service to recover and save excise taxes paid by and due to the City.  Council Member Stoner seconded the motion.
Vote     4 Yeas     0 Nays    1 Absent    Motion unanimously approved.

4.  Adjourn
There being no further business for Mayor and Council consideration a motion was duly made and seconded to adjourn at 4:58 PM.

The Minutes of this March 30, 2007 Special Called Meeting of Council approved this 12th Day of April, 2007.

________________________                _______________________
Mayor A. R. Roberts, III                Council Member Homiller

_______________________                ________________________
Council Member Byrd                    Council Member Holcomb

_______________________                ________________________
Council Member Prettyman                Council Member Stoner

Attest __________________________
City Clerk Karen L. Jordan

© 2004- by the City of Ball Ground, Georgia … All Rights Reserved
Website Development: StudioSR, LLC