VILLAGE OF GRANVILLE
November 28, 2007
CALL TO ORDER (by Mayor Hartfield at 7:07 PM)
PLEDGE OF ALLEGIANCE
Those responding to the roll call were Councilmembers Barsky, Mershon, O’Keefe, Tegtmeyer, Mayor Hartfield; Manager Holycross, and Law Director Crites.
Councilmember O’Keefe made a motion to excuse Councilmember McGowan and Vice Mayor Herman. Second by Councilmember Barsky.
Motion carried (5-0)
The minutes reflect that Vice Mayor Herman arrived at 7:09pm and Councilmember McGowan arrived at 7:12pm.
APPROVAL OF AGENDA
Councilmember Barsky moved to accept the agenda as presented. Second by Councilmember Mershon. Motion carried (5-0).
PUBLIC HEARING (7:08 PM)
Ordinance No. 18-07, An Ordinance Authorizing the Village Manager to Enter into a Real Estate Ground Lease and Purchase Agreement for 118 South Main Street, Granville, Ohio, with St. Luke’s Episcopal Church.
Steven Applegate, 117 South Plum Street, thanked Council, the Manager and the Law Director for scheduling this special meeting. Mr. Applegate introduced himself as the Rector of St. Luke’s Episcopal Church, one of the churches on the Village’s four corners. He indicated that he was symbolically wearing two hats that evening: one as the Rector of the St Luke’s and the other as a private citizen of Granville. The proposal to allow St. Luke’s the opportunity to purchase the Old Town Hall was in the best interest of the Village and St. Luke’s. St. Luke’s is the smallest church on the four corners. St. Luke’s has the oldest building, but had no space for offices, areas to host programs and meetings, or provide youth and adult education programs. The purchase of 118 South Main Street would be good for St. Luke’s as it would provide a permanent location next to the church for educational programs and other charitable services. In the past four years, the number of St. Luke’s membership has doubled as well as the number of Sunday services. The current lease of the facility has been of great benefit to St. Luke’s which has helped the Church realize the importance of this building and how much the sale of this building would benefit to St. Luke’s.
Rector Applegate also spoke as a private citizen of Granville. He indicated that the sale of the Old Town Hall would be good for the Village. He admitted that the Village would lose the income from the remaining eighteen years of the lease, but the current value of the purchase price exceeds the value of the rental dollars over the remaining term of St. Luke’s lease. The Village may pay down debt or invest the income, which would be preferable to the Village remaining a landlord. The Village would receive fair market value for the property based on an independent appraisal. St. Luke’s was not requesting consideration for the improvements they made totaling more than $140,000. The Village would also have a tenant that reflects the goals of the Village. Based on the purchase agreement and property lease, the Village would still maintain control of the building. Rector Applegate respectfully asked that Council consider approval of the sale of 118 South Main Street to St. Luke’s.
Judy Chambers, 413 Middleton Avenue, seconded Rector Applegate’s words. She indicated that she was very much in support of St. Luke’s purchasing this building and requested Council’s consideration.
Mayor Hartfield closed the public hearing for Ordinance No. 18-07 at 7:17pm.
Ordinance No. 18-07, An Ordinance Authorizing the Village Manager to Enter into a Real Estate Ground Lease and Purchase Agreement for 118 South Main Street, Granville, Ohio, with St. Luke’s Episcopal Church was introduced by Councilmember Barsky. Second by Councilmember O’Keefe.
Mayor Hartfield opened the floor to Council for discussion. Vice Mayor Herman indicated that this sale had been a long time coming.
Councilmember Barsky had several legal questions. In the Purchase Agreement in section 3(b) dealing with foreclosure of mortgage, she questioned the implications of that clause and how it could affect the Village. Councilmember Tegtmeyer responded that she understood that to mean that the Village would have final say in the disposition of the building in the event of a lien or default. Law Director Crites responded in the affirmative.
Councilmember O’Keefe questioned section 3(e) as to why the ground lease would be recorded with the county. Law Director Crites responded that the Village had an option to record a memorandum of the ground lease with the Licking County Recorder. This action would provide a record of this transaction and would be so recorded.
Councilmember Barsky questioned section 5(c) regarding the timing of this transaction. Law Director Crites explained that the negotiated closing date was scheduled for Friday, December 28, 2007 with a back-up date of Monday, December 31, 2007. In the unlikely event that something would come up, this section would allow an extension of one or two weeks by agreement of both parties.
Councilmember Barsky questioned section 6(a)(4) regarding the “non-foreign person certification.” Law Director Crites indicated that this language is standard and a formality. Councilmember Tegtmeyer asked if this was attributable to the Homeland Security Act. Law Director Crites indicated in the affirmative.
Councilmember Barsky questioned 11(f) regarding ground water or transmission seepage warranty following the closing. Law Director Crites indicated that there were certain representations and warranties that each side makes at the time of closing, and that even after the closing, those representations and warranties still hold true.
Councilmember Mershon indicated that the EFP committee recommended that the proceeds from this transaction specifically go toward debt reduction. Separately the committee recommended that a policy be adopted that required the proceeds from a capital sale be used for debt reduction or acquisition of a capital asset. Councilmember Mershon moved to amend section III of Ordinance No. 18-07 as follows: The proceeds from the sale of the subject property to St. Luke’s Episcopal Church shall be used only for payment of Village debt, which debt reduction shall be accomplished on or before December 31, 2008. Second by Councilmember Barsky.
Councilmember O’Keefe questioned the financial benefit of paying down the debt as opposed to using the funds for capital improvements. Councilmember Mershon indicated that there were no current capital projects to fund. He further indicated that the EFP committee felt the savings to the Village would be greater if the funds were used to pay down the debt versus holding the funds until a capital improvement or purchase was initiated. In the event Council authorized a capital improvement or purchase, the Village could borrow money at a potentially reduced interest rate. Councilmember O’Keefe asked the current interest rate on the Village debt. Manager Holycross indicated the rate on the current note would be slightly above 3%. Vice Mayor Herman advised that the EFP committee wanted to insure that the funds would not be placed in the general fund where the monies could be potentially used for ongoing expenses. Councilmember O’Keefe suggested that there were projects that the Village could fund, projects such as a senior center. She suggested that a portion of the funds could be earmarked for such a specific, future capital improvement. Councilmember Mershon indicated that he understood the argument of paying down the debt on Bryn Du versus using the funds for capital assets. However, he did have a concern of holding the funds to wait for ideas on how to spend the funds. He felt confident that if Council had an idea for a capital project in the future, the funds would be raised by the community or borrowed at that point. Councilmember Tegtmeyer added that should the Village need to borrow funds, a lower debt/income ratio would make the Village a more attractive borrower.
Councilmember Barsky asked if there were any penalties for paying down the note early. Manager Holycross indicated that the note was not “callable.” The 2008 date Councilmember Mershon included in the amendment would allow the funds to be applied to the debt at the end of next year. Councilmember Barsky asked if the funds from the sale would be invested. Manager Holycross indicated in the affirmative.
Mayor Hartfield called for a roll call vote on the amendment to Ordinance No. 18-07.
Roll call vote on the amendment to Ordinance No. 18-07: Barsky, McGowan, Mershon, O’Keefe, Tegtmeyer, Herman, and Hartfield. Motion carried 7-0.
Roll call vote on adoption of Ordinance 18-07: McGowan, Mershon, O’Keefe, Tegtmeyer, Barsky, Herman, and Hartfield. Motion carried 7-0.
Ordinance No. 18-07 passed 7-0 as amended.
Councilmember McGowan moved to adjourn the meeting. Second by Councilmember Mershon. Motion carried 7-0. Meeting adjourned.