RESOLUTION
NO.
RESOLUTION OF THE CONSOLIDATED GOVERNMENT OF COLUMBUS-MUSCOGEE COUNTY, GEORGIA
APPROVING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS; AND TO APPROVE
CERTAIN OTHER MATTERS, ALL RELATING TO THE COLUMBUS INDUSTRIAL AND PORT
DEVELOPMENT COMMISSION VARIABLE/FIXED RATE INDUSTRIAL REVENUE BONDS (MAIN
STREET VILLAGE PARTNERSHIP PROJECT), SERIES 1992, IN THE ORIGINAL AGGREGATE
PRINCIPAL AMOUNT OF $7,115,000.
WHEREAS, the Columbus Industrial and Port Development Commission (the
?Commission?) was created pursuant to the Constitution and Laws of the State of
Georgia, including an amendment to the Constitution of the State of Georgia
(1965 Ga. Laws 702; 1967 Ga. Laws 947), as amended (1971 Ga. Laws (Ex. Sess.)
2007), and an act of the General Assembly of the State of Georgia amending the
Charter of Columbus, Georgia (1981 Ga. Laws 3192), as continued (1986 Ga. Laws
3780), as hereafter amended (collectively, the ?Act?), and is now existing and
operating as a body corporate and politic;
WHEREAS, the Consolidated Government of Columbus-Muscogee County (the
?Consolidated Government?) dissolved the Commission, and pursuant to the Act,
all property and liabilities of the Commission reverted to the Consolidated
Government, as the successor to the County, upon dissolution of the Commission;
WHEREAS, pursuant to that certain Trust Indenture, dated as of December 1, 1992
(the ?Original Indenture?), between the Commission and The Bank of New York
Mellon Trust Company, N.A., as successor to AmSouth Bank, as trustee (the
?Trustee?), the Commission issued its Variable/Fixed Rate Industrial Revenue
Bonds (Main Street Village Partnership Project), Series 1992, in the original
aggregate principal amount of $7,115,000 (the ?Bonds?);
WHEREAS, the proceeds of the Bonds were used by the Commission to refinance the
costs of the acquisition, construction and equipping of a commercial shopping
center located in the City of Columbus, Georgia (the ?Project?), and the
Project was leased to Main Street Village Partnership, a Georgia general
partnership (?Main Street?) under a Lease Agreement, dated as of December 1,
1992 (the ?Agreement?), between the Commission and Main Street;
WHEREAS, at the request of Main Street, the Consolidated Government and the
Trustee desire to amend the Original Indenture pursuant to a First Amendment to
Trust Indenture, dated as of February 1, 2009, between the Authority and the
Trustee (the ?First Supplemental Indenture?) for the purpose of modifying the
scheduled mandatory redemption of the Bonds;
WHEREAS, it has been proposed that the Council of the Consolidated Government
(the ?Council?), as successor to the Commission, approve the transfer of all of
the assets and liabilities of the Commission to the Development Authority of
Columbus, Georgia (the ?Development Authority?) so that the Development
Authority may administer the ongoing affairs of the Commission.
NOW, THEREFORE, THE COUNCIL OF COLUMBUS, GEORGIA HEREBY RESOLVES:
Section 1. Authority for Resolution. This Resolution is adopted pursuant to the
Act.
Section 2. Findings. It is hereby found and determined that the assets and
liabilities of the Commission have reverted to the Consolidated Government.
Section 3. Authorization of First Supplemental Indenture. The execution,
delivery and performance of the First Supplemental Indenture be and the same
are hereby authorized. The First Supplemental Indenture shall be in
substantially the form attached hereto as Exhibit A, subject to such minor
changes, insertions or omissions as may be approved by the Chairman or Vice
Chairman of the Consolidated Government prior to the execution and delivery
thereof and the execution of the First Supplemental Indenture by the Chairman
or Vice Chairman of the Consolidated Government as hereby authorized shall be
conclusive evidence of any such approval.
Section 4. Transfer of Assets and Liabilities. The Council hereby transfers to
the Development Authority all of the assets, property of any nature,
liabilities and liens previously owned or obligated by the Commission.
Section 5. General Authority. From and after the execution and delivery of the
document hereinabove authorized, the proper officers, directors, agents and
employees of the Consolidated Government 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 said document
as executed and are further authorized to take any and all further actions and
execute and deliver any and all other documents and certificates as may be
necessary or desirable in connection with the First Supplemental Indenture.
Section 6. Actions Approved and Confirmed. All acts and doings of the officers
of the Consolidated Government which are in conformity with the purposes and
intents of this Resolution and the execution and delivery of the First
Supplemental Indenture shall be, and the same hereby are, in all respects
approved and confirmed.
Section 7. No Personal Liability. No stipulation, obligation or agreement
herein contained or contained in the First Supplemental Indenture shall be
deemed to be a stipulation, obligation or agreement of any officer, director,
agent or employee of the Issuer in his individual capacity, and no such
officer, director, agent or employee shall be personally liable on the Bonds or
be subject to personal liability or accountability by reason of the issuance
thereof.
Section 8. Severability of Invalid Provisions. If any one or more of the
agreements or provisions herein contained shall be held contrary to any 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 covenants, 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 agreements and
provisions hereof.
Section 9. Repealing Clause. All resolutions or parts thereof of the
Consolidated Government in conflict with the provisions herein contained are,
to the extent of such conflict, hereby superseded and repealed.
Section 10. Effective Date. This Resolution shall take effect immediately upon
its adoption.
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Introduced at a regular meeting of the Council of Columbus, Georgia held on the
24th day of February, 2009, and adopted at said meeting by the affirmative vote
of ______ members of Council.
Councilor Allen voting ___________________.
Councilor Anthony voting__________________.
Councilor Baker voting____________________.
Councilor Barnes voting___________________.
Councilor Davis voting____________________.
Councilor Henderson voting________________.
Councilor Hunter voting___________________.
Councilor McDaniel voting_________________.
Councilor Pugh voting_____________________.
Councilor Woodson voting__________________.
______________________________ ______________________________
TINY B. WASHINGTON, CLERK JIM WETHERINGTON, MAYOR
CLERK?S CERTIFICATE
I, ____________________, Clerk of the Consolidated Government of
Columbus-Muscogee County, Georgia (the ?Consolidated Government?) DO HEREBY
CERTIFY that the foregoing pages of typewritten matter, constitute a true and
correct copy of the Resolution of the Consolidated Government duly adopted on
February 24, 2009, and that the original of said Resolution appears of record
in the Minute Book of the Consolidated Government, which is in my custody and
control.
Given under my hand, this 24th day of February, 2009.
By:________________________
Clerk
MEMORANDUM
TO: Ed Sprouse
FROM: Mae Charles Barnes
DATE: February 20, 2009
RE: Amendment of $7,115,000 Columbus Industrial and Port
Development Commission Variable/Fixed Rate
Industrial Revenue Bonds (Main Street Village
Partnership Project), Series 1992
In 1965, Muscogee County (the ?County?) created the Muscogee County Port
Development Commission (1965 Ga. Laws 702). In 1967, the County created the
Muscogee County Industrial Development Authority (1967 Ga. Laws 947), both of
which were replaced by the Columbus Industrial and Port Development Commission
(1971 Ga. Laws (Ex. Sess.) 2007), and an act of the General Assembly of the
State of Georgia amending the Charter of Columbus, Georgia (1981 Ga. Laws
3192), as continued (1986 Ga. Laws 3782), as hereafter amended (collectively,
the ?Act?).
In 1992, the Columbus Industrial and Port Development Commission (the
?Commission?) issued the above-captioned bonds (the ?Bonds?) to refinance the
costs of the acquisition, construction and equipping of a commercial shopping
center located in the City of Columbus, Georgia (the ?Project?). The Project
was leased to Main Street Village Partnership, a Georgia general partnership
(?Main Street?).
Main Street is requesting an amendment to the Trust Indenture pursuant to which
the Bonds were issued (the ?Indenture?) in order to defer the principal payment
due on the Bonds on March 1, 2008 to March 1, 2014 (the ?Amendment?). As a
party to the Indenture, the Commission must approve the amendment.
In 2006, the Consolidated Government of Columbus-Muscogee County (the
?Consolidated Government?) dissolved the Commission. Pursuant to the Act, all
assets and liabilities of the Commission reverted to the Consolidated
Government of Columbus-Muscogee County, as the successor to the County, upon
the dissolution of the Commission.
Accordingly, the Council of the Consolidated Government (the ?Council?), as
successor to the Commission, is requested to adopt the accompanying resolution
approving the Amendment. In addition, the Council is asked to approve the
transfer of all property and liabilities of the Commission to the Development
Authority of Columbus, Georgia (the ?Development Authority?) so that the
Development Authority may administer the ongoing affairs of the Commission.
Attachments
No attachments for this document.