2007-08-06 - Laserfiche WebLink

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5 Mr. Craig Brown, City Attorney, noted two changes in the ordinance since the first reading: name change to Jefferson School Community Partnership, and specification that any rehabilitation work will be done in accordance with Secretary of the Interior standards. Mr. Brown said that the following documents have been provided to Council and filed with the State Corporation Commission: Articles of Incorporation, Bylaws, Shareholder Buy/Sell Agreement, and Partnership Agreement. Regarding the shareholders buy/sell agreement, Mr. Lynch said he is concerned that the Partnership is composed of 10 shareholders and the City has no stock ownership. He said that upon death or resignation a member’s shares will be sold back to the corporation, and there is the possibility that the number of members could become fewer and fewer over time. He said he has tremendous faith in the starting partners and he hopes that lasts for 50 or 100 years. He asked what happens to the corporation and how do members get replaced. Ms. Tara Boyd, attorney representing the Partnership, said that new shareholders will be approved by the majority of the partners. Mr. Lynch said the City is putting $5 million worth of property into the deal, and the two Councilors serving as directors will not have a vote. He said he understands that the City cannot have a majority interest, but he is concerned that the City has no interest at all. He said he would like there to be an ongoing way to be apprised of what happens as shareholders change over time. He said he would like assurances that as partners retire they replace themselves in a way that remains true to the mission. Dr. Brown said that when Council got into the idea of renovating Jefferson School it was determined that the best way to accomplish that was through tax credits. He said Council was told at the beginning of the process and over and over again that it has to be willing to let go. He said the succession of the partners is not unlike other organizations. He said he has a lot of confidence in the Partnership, but asked if other Councilors share Mr. Lynch’s concerns and want to discuss the issue. Mr. Norris said he thinks Council has heard loud and clear that good members should be selected and we should move forward. Mr. Lynch noted that the individual members will own a valuable asset. He said he would like guaranteed stewardship in perpetuity. Ms. Hamilton said the Partnership is coming together for redevelopment of the property. She noted that there will be other groups to manage the Cultural Center, etc. She said Council has to turn the property over to people who can spend time on it. Mr. Taliaferro said that in order to get tax credits the City has to give up control. He said it is time to move on. On motion by Ms. Hamilton, seconded by Mr. Norris, the amendments offered by Mr. Brown were approved by the following vote. Ayes: Dr. Brown, Ms. Hamilton, Mr. Lynch, Mr. Norris, Mr. Taliaferro. Noes: None. The ordinance entitled “AN ORDINANCE AUTHORIZING THE EXECUTION OF AN OPTION AND PURCHASE AGREEMENT BETWEEN THE CITY OF CHARLOTTESVILLE AND JEFFERSON SCHOOL COMMUNITY PARTNERSHIP, L.L.L.P. FOR THE JEFFERSON SCHOOL PROEPRTY,” as amended, which was th offered at the July 16 meeting, was approved by the following vote. Ayes: Dr. Brown, Ms. Hamilton, Mr. Lynch, Mr. Norris, Mr. Taliaferro. Noes: None. ORDINANCE : GRANTING UNDERGROUND UTILITY EASEMENTS TO U. VA. FOR SOUTH LAWN PROJECT Mr. Brown said that the ordinance will grant a utility easement for the South Lawn project.