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05-28-2002 Special Called Meeting PEACHTREE CITY AIRPORT AUTHORITY MINUTES OF SPECIAL CALLED MEETING May 28, 2002 A Special Called meeting of the Peachtree City Airport Authority was held at the Aviation Center, Peachtree City-Falcon Field Airport, on May 28, 2002, at 9:00 p.m. Those present were Chairman Catherine M. Nelmes; SecretarylTreasurer H.E. Buffington; Members Jerry R. Cobb, Douglas A. Fisher and Mark H. Harris; Airport Manager James H. Savage; and Authority Attorney Douglas B. Warner. Due to the special circumstances that necessitated the need to call this meeting with less than a 24 hour notice, the legal organ of the county, "Today in Peachtree City/Fayette County News", and the "Citizen" newspapers were notified of the meeting at approximately 4:30 p.m. in compliance with state statute. A copy of the notice of the meeting is attached and made a part of these minutes. ~ I. NEW AGENDA ITEMS ~, F 02-05-04 Consider actions necessary to affirm the sale and placement of General Obligation Bonds by the City to retire certain Airport Authority indebtedness. Chairman Nelmes gave a brief review of the reason for the called meeting, explaining that because of recent actions by the City Council to seek an Independent Counsel to review the legality of an Intergovernmental Agreement signed by the City and the Airport Authority on June 14, 2001, the bond attorneys representing the City had requested that the Authority consider adopting a second Intergovernmental Contract that addresses the issuance of General Obligation Bonds to retire certain indebtedness incurred by the Authority. It was the opinion of the bond attorneys that should the original agreement be declared invalid at some time in the future, such action might also place the distribution of funds to retire the Authority's debt at risk. It was the attorney's opinion that since neither party questioned the desire to use the proceeds of the bond sale to retire the Authority's debt, but that other issues in the original agreement were being questioned, he suggested that the parties sign a second agreement that only addressed the bond issue. 1 Mr. Warner stated that the original contract for consideration at this meeting was prepared by Kilpatrick-Stockton, the bond attorneys for the City, and that after his review he added Paragraph # 8. It was Mr. Warner's opinion that the agreement as modified would settle the issue of the distribution of bond funds, yet not have any material effect on the agreement of June 14, 2001. Mr. Savage indicated that the original contract was received bye-mail in the Authority's office at approximately 6:00 p.m., which was forwarded to Mr. Warner for review. Mr. Warner's changes were then sent back to the City and the bond attorney, and a new contract was then created incorporating those changes. Mr. Paul Salvatore, City Finance Officer brought six original copies of the amended contract to the Aviation Center prior to the meeting for consideration and signature if appropriate. After some discussion, a motion was made by Mr. Cobb and seconded by Mr. Harris to authorize the Chairman to sign the contract as presented. The motion passed unanimously. The contract is attached and made a part of these minutes. II. EXECUTIVE SESSION Chairman Nelmes, knowing of no additional items for consideration, nor any need to hold an Executive Session, called for a motion to adjourn. At 9:18 p.m., Mr. Cobb moved to adjourn, which was seconded by Chairman Nelmes. The motion passed unanimously. ~~~~ Attested by: . Nelmes, Chairman Cathe . 2 ~ ~ , -. , L r" , , NOTICE * NOTICE * NOTICE Posted this 28th day of May, 2002, at 4:15 P.M. THE PEACHTREE CITY AIRPORT AUTHORITY WILL HOLD A SPECIAL CALLED MEETING AT 9:00 P.M., TUESDAY, MAY 28,2002, IN THE AVIATION CENTER AT 7 FALCON DRIVE. NEW AGENDA ITEMS 02-05-04 Consider actions necessary to affirm the sale and placement of General Obligation Bonds by the City to retire certain Airport Authority indebtedness. EXECUTIVE SESSION 02-05-05 Confer with Legal Counsel on matters involving attorney-client privilege. James H. Savage Airport Manager 3 ~ INTERGOVERNMENTAL CONTRACT This INTERGOVERNMENTAL CONTRACT, made and entered into as of May 28, 2002, by and between PEACHTREE CITY (the "City"), a municipal corporation duly created and existing under the laws of the State of Georgia, and the PEACHTREE CITY AIRPORT AUTHORITY (the "Authority"), a public corporation duly created and existing under the laws of the State of Georgia; WIT N E SSE T H: WHEREAS, the City is a municipal corporation duly created and validly existing under the laws of the State of Georgia; and WHEREAS, the Authority is a public corporation duly created and validly existing under and'pursuant to the provisions of an Act of the General Assembly of the State of Georgia (1984 Ga. Laws 4935 to 4949) (the "Act"); and ~ WHEREAS, the Authority was created and exists for the purpose of acquiring, constructing, equipping, maintaining, operating, owning, and improving airports and landing fields for the use of aircraft; and WHEREAS, the Act authorizes the Authority to borrow money for any of its corporate purposes and to execute evidences of such indebtedness and to secure the same; and WHEREAS, in furtherance of the purposes for which it was created and in order to finance the acquisition, construction, and equipping of certain improvements at its airport facilities, the Authority has issued and there remains outstanding three promissory notes payable to Peachtree National Bank, in the original aggregate principal amount of $1,686,279.25, and one promissory note payable to Eastern Aviation Fuels, Inc., in the original amount of $44,641.75 (collectively the "Authority Notes"); and ,...., Ii 4 If'/"'" I' C," .~:::,:,;:;.,;~2LZ:::.;L:~~~.,._ WHEREAS, the City and the Authority have each determined that it is in the best interests of the citizens of the City for the City to assist the Authority by using a portion of the proceeds of the City's General Obligation Airport Refinancing Bonds, Series 2002 (the "Bonds"), and any other City funds necessary therefore, to payoff and retire, on behalf of the Authority, the Authority Notes in full at the earliest practicable date, and in exchange therefore, for the Authority to continue to operate and maintain its airport facilities as a public airport and to make its airport facilities and services available to the citizens of the City; and WHEREAS, Article IX, Section III, Paragraph I(a) ofthe Constitution of the State of Georgia of 1983 authorizes any municipality of the State of Georgia to contract for any period not exceeding fifty years with any public corporation or public authority for joint services, for the provision of services, or for the joint or separate use of facilities or equipment, if such contract deals with activities, services, or facilities which the contracting parties are authorized by law to undertake or provide; NOW, THEREFORE, in consideration of the respective covenants, representations, and agreements hereinafter contained and in furtherance of the mutual public purposes hereby sought to be achieved, the City and the Authority agree as follows: 1. The City agrees to use a portion of the proceeds of the Bonds, together with any other City funds necessary therefore, to payoff and retire, on behaif of the Authority, the Authority Notes in full at the earliest practicable date. 2. The Authority agrees to continue to operate and maintain its airport facilities as a public airport and to make its airport facilities and services available to the citizens of the City. 5 ... - . -;""""'._"'<"'~'~".,.._;.." "'--.-',-"'---_.. 3. The term of this Contractshall commence with the execution and delivery hereof and shall extend until terminated by the mutual written agreement oftheGity and the Authority, but in no event shall the term hereof exceed fifty years from the date hereof. 4. This Contract 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. 5. This Contract 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. 6. No waiver, amendment, release, or modification of this Contract shall be established by conduct, custom, or course of dealing, but solely by an instrument in writing only executed by the parties hereto. 7. Nothing in this Contract, 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 Contract. 8. This Contract shall not be construed as in any way modifying, amending, altering, or otherwise affecting the terms and provisions of the Intergovernmental Agreement for Additional Facilities at Falcon Field Airport and Payment of Existing Debt, dated June 14, 2001, bet'vVeen the City and the Authority, or the validity thereof. [Signatures and Seals to Follow] 6 .,.._"._..c....o--~_'--"-',.." IN WITNESS WHEREOF, the City and the Authority have caused this Contract to be executed in their respective corporate names and have caused their respective corporate seals to be hereunto affixed and attested by their duly authorized officers, all as of the day and year first above written. PEACHTREE CITY (SEAL) By: Mayor Attest: City Clerk PEACHTREE CITY AIRPORT AUTHORITY (SEAL) By: Chairman Attest: Secretary 7 ,..-., f-' ,....., I .- ~: i f.'; 5-31.Q2 PEACHTREE CITY AIRPORT AUTHORITY RECORD OF ATTENDANCE AS OF: May 31, 2002 Members Regular Meetings Regular Special Called Special Called Total Meetings Last Attended Attendance % Meetings Last Meetings Attendance 12 Months 12 Months Attended % H.E. Buffington 12 12 100% 2 1 93% Jerry R. Cobb 12 11 92% 2 2 93% Douglas A. Fisher 12 9 75% 2 2 79% Mark H. Harris 12 11 92% 2 2 93% Catherine M. Nelmes 12 12 100% 2 2 100% Members Dates Absent Type H.E. Buffington 1/22102 Special Jerry R. Cobb 12112101 Regular Douglas A. Fisher 1/09/02 Regular 3/13102 Reoular 4/1 0102 Reoular Mark H. Harris 4/10102 Regular Catherine M. Nelmes Meeting Dates Type 1/09/02 Regular 1/22/02 Special 1/23/02 Workshop 2/13/02 Reoular 3/13/02 Reoular 4/10102 Reaular 5/08/02 Reoular 5/28/02 Special 6/13/01 Reaular 7/11/01 Reaular 8/08/01 Regular 9/12101 Reoular 10/10101 Regular 11/14/01 Regular 12/12101 Regular Page 1