BRUNSWICK AND GLYNN COUNTY
DEVELOPMENT AUTHORITY

CALLED MINUTES – April 16, 2015
Chamber Small Board Room
4:30 PM

BOARD MEMBERS PRESENT
BRUCE DIXON
CEDRIC KING
MISSY NEU (via telephone)
SUSAN EASTIN
WAYNE JOHNSON

BOARD MEMBERS ABSENT
NONE

OTHERS PRESENT
MEL BAXTER, STAFF
DAVE SMITH, STAFF
JOHN SCOTT, STAFF
SHERRI PRUITT, STAFF
REES SUMERFORD, COUNSEL
I. CALL TO ORDER –Chairman Bruce Dixon

II. INVOCATION– Mel Baxter gave the invocation and Chairman Bruce Dixon called the meeting to order at 4:30.

III. OLD BUSINESS

A. Approval of Bond Resolution – Rees M. Sumerford, as counsel for the Authority presented to the Board the following in connection with the issuance by the Authority of its Brunswick and Glynn County Development Authority Revenue Bonds (Glynn County Multipurpose Project), QECB Taxable Series 2015A and Taxable Series 2015B (the “Series 2015 Bonds”) in the aggregate principal amount not to exceed $18,000,000:

1. Policy with Respect to Tax-Exempt Debt Issued by the Brunswick and Glynn County Development Authority (a copy of which follows these minutes). Mr. Sumerford explained that the IRS now wants to see that the issuers of tax-exempt (or tax advantaged, like the QECB) have policies in place to monitor compliance on an ongoing basis. He also stated that the County will have to adopt a similar policy.
A MOTION was made by Cedric King, seconded by Susan Eastin and passed unanimously to adopt said Policy and file it in the books of the Authority.

2. Supplemental Resolution (a copy of which follows these minutes). Mr. Sumerford explained that it was necessary to adopt a Supplemental Resolution to the Bond Resolution adopted by the Authority at its meeting on March 23, 2015. The purpose of this Supplemental Resolution is to set the final redemption provisions for the bonds. Further, bond counsel has suggested, that because this will result in there being two documents to review when ascertaining the bond terms, i.e., the original Bond Resolution and this Supplemental Resolution, that the both documents be consolidated into one document for the ease of reading and to preclude any misconception of what provisions were amended by the Supplemental Resolution.
A MOTION was made by Cedric King, seconded by Wayne Johnson and passed unanimously to adopt said Supplemental Resolution and file it in the books of the Authority, and to authorize bond counsel to consolidate the original Bond Resolution and said Supplemental Resolution into one document if it is determined by bond counsel, in her sole discretion, to do so.

3. Answer of the Authority (a copy of which follows these minutes). Mr. Sumerford explained that the Petition and Complaint with Exhibits in regard to the Bond Validation have been filed with the Clerk of Glynn County Superior Court, a Rule Nisi Order has been executed and filed setting the Bond Validation hearing for 1:30 p.m., on Monday, April 20, 2015, and a Notice to the Public as to said hearing has been published once a week for two consecutive weeks. Mr. Sumerford, as counsel for the Authority, has acknowledged service of the Petition and Complaint with Exhibits and the Rule Nisi Order. It is now necessary for the Authority to make its Answer to said Petition and Complain and the Rule Nisi Order.
A MOTION was made by Cedric King, seconded by Susan Eastin and passed unanimously to authorize counsel for the Authority to execute said Answer on behalf of the Authority and authorize Bruce Dixon, as Chairman, and Missy Neu, as Secretary-Treasurer, to execute a Verification to said Answer.

4. Bond Purchase Agreement (a copy of which follows these minutes). Mr. Sumerford presented a Bond Purchase Agreement relating to the $7,170,000 Brunswick and Glynn County Development Authority Revenue Bonds (Glynn County Multipurpose Project), Taxable (Direct Pay) QECB Series 2015A and $8,225,000 Brunswick and Glynn County Development Authority Revenue Bonds (Glynn County Multipurpose Project), Taxable Series 2015B, set forth in the form of a letter agreement to the Authority and Glynn County from Stifel Nicolaus & Company, Incorporated, the Underwriter, offering to purchase said bonds and offering to enter into said agreement with the Authority and Glynn County.

A MOTION was made by Cedric King seconded by Susan Eastin and passed unanimously to authorize the Bruce Dixon, as Chairman of the Authority, to execute said Bond Purchase Agreement on behalf of the Authority.

IV. LEGAL

A. Closed Session –Real Estate and Potential Litigation

A MOTION to go into Closed Session for the purpose of discussing the Purchase and Sale of Real Estate, Personnel and Potential Litigation was made by Cedric King, seconded by Wayne Johnson and passed unanimously.

A MOTION to return to Open Session was made by Cedric King, seconded by Wayne Johnson and passed unanimously.

A MOTION was made by Wayne Johnson, seconded by Cedric King and passed unanimously to approve Thomas and Hutton’s engineering services in the amount of $1,150.00 for structural assessment of the Scojet building as presented.

A MOTION was made by Cedric King, seconded by Susan Eastin and passed unanimously to approve Thomas and Hutton’s agreement on the 70 acre site:

GRAD Site Certification Assistance $ 51,000.00
Threatened Species Study (RL&C) $ 3,500.00
Cultural/Archeological Resources Study (ESI, Inc.) $ 1,800.00
Geotechnical Study (Terracon) $ 5,647.00

$ 61,947.00

V. ADJOURN

A MOTION to adjourn was made by Susan Eastin, seconded by Wayne Johnson and passed unanimously. The meeting adjourned at 5:20.

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Approved Board Meeting Submitted by:

Attachments may be viewed in the Minutes Book at the Brunswick and Glynn County Development Authority office at 1505 Richmond Street.