Columbus, Georgia

A RESOLUTION

NO.________

A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN

INTERGOVERNMENTAL AGREEMENT BETWEEN THE CONSOLIDATED GOVERNMENT OF COLUMBUS,

GEORGIA AND THE DEVELOPMENT AUTHORITY OF COLUMBUS, GEORGIA, A PUBLIC BODY

CORPORATE AND POLITIC CREATED AND EXISTING UNDER THE LAWS OF STATE OF GEORGIA (

"AUTHORITY").

WHEREAS, the Authority has been created to develop and promote for

public good and general welfare trade, commerce, industry and employment

opportunities and to promote the general welfare of the State of Georgia; and,

WHEREAS, the City wishes to designate the Authority as the agent of the

City to assist the City with the planning, design, engineering, construction,

and development of Muscogee Technology Park (NFL Site).

NOW, THEREFORE, THE COUNCIL OF COLUMBUS, GEORGIA, HEREBY RESOLVES AS FOLLOWS:

That the City Manager is hereby authorized to execute an Intergovernmental

Agreement between the Consolidated Government of Columbus and the Development

Authority of Columbus, Georgia to assist the City with the planning, design,

engineering, construction, and development of Muscogee Technology Park (NFL

Site).

Introduced at a regular meeting of the Council of Columbus, Georgia, held

the 8th Day of January, 2002 and adopted at said meeting by the affirmative

vote of _____________members of said Council.



Councilor Allen voting ____________________

Councilor Henderson voting ____________________

Councilor Hunter voting ____________________

Councilor McDaniel voting ____________________

Councilor Poydahseff voting ____________________

Councilor Turner Pugh voting ____________________

Councilor Rodgers voting ____________________

Councilor Smith voting ____________________

Councilor Suber voting ____________________

Councilor Woodson voting ____________________







__________________________________ ___________________________________

Tiny B. Washington, Clerk of Council Bobby G. Peters, Mayor













INTERGOVERNMENTAL AGREEMENT

BETWEEN

CONSOLIDATED GOVERNMENT OF COLUMBUS, GEORGIA

AND

DEVELOPMENT AUTHORITY OF COLUMBUS, GEORGIA





This INTERGOVERNMENTAL AGREEMENT (the "Agreement"), made and entered into this

8th January, 2002, by and between the CONSOLIDATED GOVERNMENT OF COLUMBUS,

GEORGIA (ACity@) and the DEVELOPMENT AUTHORITY OF COLUMBUS, GEORGIA, a public

body corporate and politic created and existing under the laws of the ---State

of Georgia ("Authority-");-



RECITALS



WHEREAS, the Authority is a public body corporate and politic created and

existing pursuant to the provisions of an act of the General Assembly of the

State of Georgia (O.C.G.A. Chapter 36-62), as amended (the "Act"), and an

activating resolution of the Council of Columbus, Georgia, adopted on June 2,

1972; and



WHEREAS, the Authority has been created to develop and promote for the public

good and general welfare trade, commerce, industry and employment opportunities

and to promote the general welfare of the State of Georgia, and Section

36-62-2(I) of the Act empowers the Authority to issue its revenue obligations,

in accordance with the applicable provisions of the Revenue Bond Law of the

State of Georgia (O.C.G.A. Sections 36-82-60 - 36-82-85), as heretofore and

hereafter amended, for the purpose of acquiring, constructing and installing

any "project" (as defined in the Act) for lease or sale to prospective tenants

or purchasers in furtherance of the public purpose for which it was created; and



WHEREAS, pursuant to Section 36-62-2(I) of the Act, a Aproject@ includes Athe

acquisition or development of land as the site for an industrial park@ and the

term Adevelopment of land@ includes the provision of water, sewer, drainage or

similar facilities or transportation, power or communication facilities which

are incidental for use of the site as an industrial park; and



WHEREAS, pursuant to the power granted to it under the Act and in accordance

with agreements between the City and the Authority, the Authority has

previously developed and constructed Columbus East Industrial Park (ACEIP@) and

Corporate Ridge Industrial Park (ACRIP@) (CEIP and CRIP being collectively

referred to as the AExisting Industrial Parks@); and



WHEREAS, in 2001 the City acquired from the United States of America

approximately 2,124 acres (the ANFL Property@) in order to provide additional

industrial development land and recreational acreage, with approximately 1,450

acres of the NFL Property to be utilized for industrial development and the

remaining portion of the NFL Property to be used for recreational and green

space areas; and



WHEREAS, that portion of the NFL Property to be used for industrial development

is more particularly described on Exhibit AA@ attached hereto and made a part

hereof (said property being hereinafter referred to as AMuscogee Technology

Park@ or AMTP@); and



WHEREAS, the City wishes to designate the Authority as the agent of the City to

assist the City with the planning, design, engineering, construction and

development of MTP (such activities being hereinafter referred to as the A

Project@); and



WHEREAS, the Council of the City by adoption of its Resolution No. _________ on

January 8, 2002 has authorized the execution of this Intergovernmental

Agreement, and the Authority by adoption of its Resolution on December 5, 2001

has authorized the execution of this Intergovernmental Agreement.



WITNESSETH:



In order to assist the City with the planning, design, engineering,

construction and development of the MTP, and, in order thereby to carry out the

public purposes as set forth above, the Authority and the City hereby agree as

follows:



1. Agency. The City designates the Authority as its agent to coordinate and

implement the Project. The Authority hereby accepts the designation from the

City as agent for the City to coordinate and implement the Project and will

keep the City advised of its progress in the coordination and implementation of

the Project.



2. Transfer of Property. The City will, upon the request of the Authority,

transfer to the Authority such portions of MTP as the Authority may request for

the purpose of the sale or lease of said property to prospective tenants or

purchasers in furtherance of the public purpose for which the Authority was

created. Upon completion of the Project, the City will convey to the Authority

all remaining portions of MTP not previously conveyed by the City to the

Authority to be utilized by the Authority in furtherance of the public purposes

for which it was created. Any such conveyances from the City to the Authority

shall be by quit claim deed signed by the Mayor, Mayor Pro-Tem or the City

Manager, and attested by the Clerk of Council or any Deputy Clerk of Council.



3 Completion of Existing Industrial Parks. Inasmuch as the planning, design,

engineering, construction and sale and/or leasing of lots in the Existing

Industrial Parks have been substantially completed by the Authority in a manner

that has developed and promoted for the public good and general welfare trade,

commerce, industry and employment opportunities, the City acknowledges that the

Authority has acted in furtherance of and satisfied all of its obligations to

the City and to the public with respect to the Existing Industrial Parks. The

City anticipates that the Authority will undertake the Project and the

development of MTP in a manner generally consistent with its development of

CRIP, subject to such further restrictions and covenants as the Authority deems

appropriate.



4. City Obligations. The City understands and agrees that although the

Authority may enter into contracts and agreements in its own name and/or as

agent for the City for the coordination and implementation of the Project, the

City will pay the cost of the Project up to $8,183,425,000 ($12,000,000 less

acquisition of $3,816,575) as provided in the Notice of Election on November 2,

1999 for renewal of Special Purpose One Percent Sales and Use Tax (SPLOST) for

the construction of necessary infrastructure including roads and utilities to

provide locations for new and expanding industries. The City may advance such

funds as may be required in connection with the Project, in accordance with

such procedures as agreed upon by the parties and in compliance with the

procurement ordinance of the City.



5. Risk of Loss. So long as this Agreement is in effect, all risk of loss to

that portion of MTP still held by the City will be borne by the City, and the

MTP will be considered as an asset of the City for the purposes of application

of its insurance proceeds. If the City elects to carry public liability

insurance with reference to the MTP, the Authority may request to be made an

additional insured under such policy or may be included as its interest may

appear.



6. Permits. The City, or the Authority at the City=s request, will apply for,

and use its best efforts to obtain, all permits, licenses, authorizations and

approvals required by all governmental authorities in connection with the

Project.



7. Term and Cooperation. The term of this Agreement shall commence with the

execution and delivery hereof and shall extend until the Project is complete.

The parties will cooperate with each other and with others having an interest

herein in pursuing the completion of the Project in an efficient and timely

manner. In no event shall the term of this Agreement exceed fifty years from

the date hereof.



8. Governing Law. This Agreement and the rights and obligations of the parties

hereto (including third party beneficiaries) shall be governed, construed, and

interpreted according to the laws of the State of Georgia.



9. Entire Agreement. This Agreement expresses the entire understanding and

agreement between the parties hereto.



10. Severability. The invalidity of any one or more phrases, sentences,

clauses, or sections contained in this Agreement shall not affect the remaining

portions of this Agreement or any part thereof.



11. Counterparts. This Agreement may be executed in several counterparts, each

of which shall be an original, and all of which shall constitute but one and

the same instrument.



12. Amendments in Writing. No waiver, amendment, release, or modification of

this Agreement shall be established by conduct, custom, or course of dealing,

but solely by an instrument in writing executed by the parties hereto.



13. Notices. Except as otherwise specifically provided herein, any notices,

demands, approvals, consents, requests, and other communications hereunder

shall be in writing and shall be deemed given when the writing is delivered in

person or three (3) days after being mailed, if mailed, by certified mail,

return receipt requested, postage prepaid, to the City and the Authority, at

the addresses shown below or at such other addresses as may be furnished by the

City or the Authority in writing from time to time:



City: Consolidated Government of Columbus, Georgia

100 Tenth Street (Zip 31901)

P.O. Box 1340

Columbus, Georgia 31902

Attention: City Manager



With a copy to: Clifton C. Fay

City Attorney

P.O. Box 1340

Columbus, Georgia 31902



Authority: Development Authority of Columbus, Georgia

1200 Sixth Avenue (Zip 31901)

P.O. Box 1200

Columbus, Georgia 31902

Attention: Chairman



With a copy to: J. Edward Sprouse

Page, Scrantom, Sprouse, Tucker & Ford, P.C.

P.O. Box 1199

Columbus, Georgia 31902



14. Limitation of Rights. Nothing in this Agreement express or implied, shall

give to any person, other than the parties hereto and their successors and

assigns hereunder, any benefit or any legal or equitable right, remedy, or

claim under this Agreement.









COLUMBUS, GEORGIA





By_________________________________

Carmen J. Cavezza, City Manager





Attest_____________________________

Clerk of Council





Approval as to Form:



_____________________________

Clifton C. Fay, City Attorney







DEVELOPMENT AUTHORITY OF

COLUMBUS, GEORGIA



By

Chairman



Attest_____________________________

Secretary



(SEAL)