City Council

The City of Morgantown 389 Spruce Street Morgantown, West Virginia 26505 (304) 284-7439 Fax: (304) 284-7525 www.morgantownwv.gov AGENDA MORGANTOWN CITY COUNCIL REGULAR MEETING Tuesday, January 04, 2022 at 7:00 PM 1. CALL TO ORDER: 2. ROLL CALL: 3. PLEDGE: 4. APPROVAL OF MINUTES: A. December 21, 2021, Special Meeting minutes B. December 21, 2021, Regular Meeting minutes 5. CORRESPONDENCE: 6. PUBLIC HEARINGS: 7. UNFINISHED BUSINESS: A. Boards & Commissions 8. PUBLIC PORTION WHICH SHALL BE SUBJECT TO RULES ESTABLISHED BY COUNCIL AND ADOPTED BY RESOLUTION: 9. SPECIAL COMMITTEE REPORTS: A. Civilian Police Review & Advisory Board – Mayor Selin, ex officio B. Special Committee on Unsheltered Homelessness – Members; Mayor Selin, Deputy Mayor Trumble, and Councilor Vega, Councilor Harshbarger, and Councilor Butcher. Next scheduled meeting: Thursday, January 27, 2022, 2pm 10. CONSENT AGENDA: 11. NEW BUSINESS: A. Consideration of APPROVAL of (First Reading) of An Ordinance authorizing the conveyance to the Morgantown Building Commission of such Real and Personal Property as may be 1  necessary in connection the Design, Acquisition, Construction and Equipping of Improvements to certain existing facilities of the City of Morgantown, including City Hall, the Public Safety Building, the Norwood Fire Station, and the City Public Works Garage, together with all necessary appurtenances thereto (The "Project"); The Leasing of the Project Property and all Project Improvements and Appurtenances thereto from the Morgantown Building Commission; The Sale and Issuance by the Morgantown Building Commission of its not to exceed $7,000,000 Lease Revenue Bonds, Series 2022 A (Multiple Facility Improvement Projects) (The "Series 2022 A Bonds"); Authorizing the Execution and Delivery of an Agreement and Lease and other Instruments and Authorizing and Approving other documents and matters relating to the Terms and Security of the Series 2022 A Bonds; and providing for certain other matters in connection therewith (First reading 1/4/2022) 12. CITY MANAGER'S REPORT: 13. REPORT FROM CITY CLERK: 14. REPORT FROM CITY ATTORNEY: 15. REPORT FROM COUNCIL MEMBERS: 16. EXECUTIVE SESSION: A. Pursuant to West Virginia Code section 6-9A-4(b)(12) to discuss potential or pending litigation. 17. ADJOURNMENT: For accommodations please call or text 304-288-7072 2  City of Morgantown Item 4A. SPECIAL MEETING December 21, 2021 Special Meeting December 21, 2021: The Special Meeting of the Common Council of the City of Morgantown was held in City Hall Council Chambers on Tuesday, December 21, 2021, at 6:03 p.m. PRESENT: Mayor Jenny Selin, Deputy Mayor Danielle Trumble, Council Members Bill Kawecki, Joe Abu-Ghannam, Dave Harshbarger, and Brian Butcher. Ixya Vega was absent. The meeting was called to order by Mayor Selin. Executive Session: Pursuant to West Virginia Code Section 6-9a-4(b)(2)(a) to discuss Personnel Matters in considering new appointments for Board and Commissions. Motion by Deputy Mayor Trumble, second by Councilor Butcher, to go into executive session. Motion carried by acclamation. Present: City Council. Time: 6:04 p.m. Civilian Police Review & Advisory Board 6:00 p.m. – Shirley Robinson Morgantown Land Reuse & Preservation Agency 6:20 p.m. – Laura Rye ADJOURNMENT: There being no further business, motion by Deputy Mayor Trumble, second by Councilor Kawecki, to adjourn the meeting. Time: 7:06 p.m. ___________________________ ___________________________ City Clerk Mayor 3  Item 11A. ORDINANCE OF THE CITY OF MORGANTOWN AN ORDINANCE AUTHORIZING AND APPROVING THE CONVEYANCE TO THE MORGANTOWN BUILDING COMMISSION OF SUCH REAL AND PERSONAL PROPERTY AS MAY BE NECESSARY IN CONNECTION WITH THE DESIGN, ACQUISITION, CONSTRUCTION AND EQUIPPING OF IMPROVEMENTS TO CERTAIN EXISTING FACILITIES OF THE CITY OF MORGANTOWN, INCLUDING CITY HALL, THE PUBLIC SAFETY BUILDING, THE NORWOOD FIRE STATION AND THE CITY PUBLIC WORKS GARAGE, TOGETHER WITH ALL NECESSARY APPURTENANCES THERETO (THE “PROJECT”); THE LEASING OF THE PROJECT PROPERTY AND ALL PROJECT IMPROVEMENTS AND APPURTENANCES THERETO FROM THE MORGANTOWN BUILDING COMMISSION; THE SALE AND ISSUANCE BY THE MORGANTOWN BUILDING COMMISSION OF ITS NOT TO EXCEED $7,000,000 LEASE REVENUE BONDS, SERIES 2022 A (MULTIPLE FACILITY IMPROVEMENT PROJECTS) (THE “SERIES 2022 A BONDS”); AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGREEMENT AND LEASE AND OTHER INSTRUMENTS AND AUTHORIZING AND APPROVING OTHER DOCUMENTS AND MATTERS RELATING TO THE TERMS AND SECURITY OF THE SERIES 2022 A BONDS; AND PROVIDING FOR CERTAIN OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, The City of Morgantown (the “City”) has, by ordinance enacted August 2, 1988, created and established the Morgantown Building Commission (the “Issuer”), a public corporation and municipal building commission, pursuant to the authority granted to it in Chapter 8, Article 33 of the West Virginia Code of 1931, as amended (the “Act”); WHEREAS, the Issuer, under the Act, has plenary power and authority to contract and be contracted with, acquire, purchase, own and hold any property, real or personal, and acquire, construct, equip, maintain and operate public buildings, structures, projects and appurtenant facilities of any type or types for which the City is permitted by law to expend public funds, sell, encumber or dispose of any property, real or personal, and lease its property or any part thereof, for public purposes, to such persons and upon such terms as the Issuer deems proper; WHEREAS, the City is empowered and authorized by Chapter 8, Article 16 of the West Virginia Code of 1931, as amended, to construct, reconstruct, establish, acquire, 13810539 4  Item 11A. improve, renovate, extend, enlarge, increase, own, equip, repair, maintain and operate any municipal public works, together with all appurtenances necessary, appropriate, useful, convenient or incidental for or to the maintenance and operation of such works, including municipal buildings, jail facilities, police stations, fire stations, and other public buildings, and the City has deemed the hereinafter described design, acquisition, construction and equipping of improvements to City Hall, the Public Safety Building, the Norwood Fire Station and the City Public Works Garage to be necessary and appropriate for the public interest; WHEREAS, the Issuer under the Act has plenary power and authority to issue negotiable bonds, notes, debentures or other evidences of indebtedness and provide for the rights of the holders thereof, incur any proper indebtedness and issue any obligations and give any security therefor which it may deem necessary or advisable in connection with exercising powers as provided in the Act; WHEREAS, the Issuer either currently owns, or the City will convey unto the Issuer pursuant to such deed or deeds, bills of sale or other instruments of transfer as may be necessary and appropriate (collectively, the “Conveyance Documents”), the real estate comprising City Hall, the Public Safety Building, the City Public Works Garage and the Norwood Fire Station situate and being in The City of Morgantown, Monongalia County, West Virginia, together with all improvements and appurtenances thereto, which real property shall be more particularly described in EXHIBIT A – REAL ESTATE DESCRIPTION, attached to the hereinafter described Lease and made a part hereof (the “Properties”); WHEREAS, the Issuer desires to appoint the City as its agent for the purpose of undertaking the design, acquisition, construction and equipping of improvements to the Properties to be used in connection with the general activities of the City, together with all necessary appurtenances in connection therewith (the “Project”; the Properties together with all appurtenances thereto, and all additions and improvements thereto, of every kind and nature, now or hereafter acquired or constructed, herein called the “Facilities”); WHEREAS, the Issuer desires, pursuant to a Bond Authorizing Ordinance enacted on ________, 2022 (the “Issuer Ordinance”), to issue its Lease Revenue Bonds, Series 2022 A (Multiple Facilities Improvement Projects), in an aggregate principal amount not to exceed $7,000,000 (the “Series 2022 A Bonds”) in order to provide funds for financing the costs of the Project, funding a reserve fund for the Series 2022 A Bonds, if any, and paying costs of issuance of the Series 2022 A Bonds; WHEREAS, the purchaser of the Series 2022 A Bonds (the “Purchaser”) and the terms, conditions and provisions of the Series 2022 A Bonds shall be approved by the Issuer pursuant to a resolution of the Issuer which is supplemental to the Issuer Ordinance (the “Issuer Supplemental Resolution”); WHEREAS, the Issuer will lease the Facilities to the City pursuant to an Agreement and Lease (the “Lease”) to be dated or effective as of the date of delivery of the Series 2022 A Bonds (the “Closing Date”), by and between the Issuer, as lessor, and the City, as lessee; and 2 5  Item 11A. WHEREAS, the City desires to take all steps necessary to authorize the conveyance of the Properties to the Issuer, the leasing of the Facilities from the Issuer, to act as the agent of the Issuer for purposes of undertaking the design, acquisition, construction and equipping of the Project, and to permit the Issuer to promptly proceed with the issuance of the Series 2022 A Bonds. NOW, THEREFORE, BE IT ORDAINED BY THE CITY OF MORGANTOWN, AS FOLLOWS: Section 1. Pursuant to the Act, this Ordinance is adopted and enacted and it is hereby found and determined that, to accomplish the purposes of the Act and the findings set forth in the preambles hereof, the following is hereby authorized and approved: (i) the conveyance of the Properties by the City to the Issuer pursuant to the Conveyance Documents; (ii) the undertaking of the Project by the City for and on behalf of the Issuer including but not limited to engaging such architects and other professionals, undertaking such public bidding processes, providing notice of award and notice to proceed to such construction contractors, entering into such construction contracts, purchase agreements and other documents as may be necessary in connection with same and performing under such agreements, (iii) the leasing of the Facilities by the City from the Issuer pursuant to the terms of the Lease and the payment of such Lease Rentals and other payments by the City which are provided for pursuant to the Lease, and (iv) the issuance and delivery of the Series 2022 A Bonds by the Issuer in the aggregate principal amount of not to exceed $7,000,000 for the purpose of financing the costs of the Project, funding a reserve fund for the Series 2022 A Bonds, if any, and paying costs of issuance of the Series 2022 A Bonds, are hereby authorized, approved, ratified and confirmed. The Series 2022 A Bonds shall be issued in accordance with, and shall have the terms provided in, the Issuer Ordinance authorizing the issuance of the Series 2022 A Bonds, which Issuer Ordinance is hereby approved. Section 2. The City hereby agrees to act as the agent of the Issuer for the sole purpose of undertaking all actions necessary for the Project and to apply the proceeds of the Series 2022 A Bonds to the payment of the costs of the Project and the costs of issuance of the Series 2022 A Bonds, and to execute all construction contracts, requisitions, certificates or other documents necessary in connection therewith, and to give any and all authorizations as may be necessitated thereby. Section 3. The Lease, pursuant to which the City will lease the Facilities from the Issuer and will agree to pay as Lease Rentals (but only from the sources set forth therein), amounts sufficient to pay the principal of and interest on the Series 2022 A Bonds and any other amounts payable thereunder, substantially in the form as submitted to this meeting and made a part of this Ordinance as though set forth herein, shall be and the same is hereby approved, with such changes, variations, insertions and omissions as may be approved by the City and the Issuer. The Mayor and City Manager of the City are hereby authorized and directed to execute, acknowledge, as necessary, and deliver the Lease, and the Clerk of the City is hereby authorized and directed to affix the seal of the City thereto and to attest the seal. The execution of the Lease 3 6  Item 11A. by the Mayor and the City Manager shall be conclusive evidence of any approval required of the City by this Section. Section 4. The Lease Assignment, pursuant to which the Issuer shall assign its rights under the Lease and Lease Rentals thereunder to the Purchaser in order to secure repayment of the Bonds, to be dated or effective as of the Closing Date (the “Assignment”), substantially in the form as submitted to this meeting and made a part of this Ordinance as though set forth herein, shall be and the same is hereby approved, with such changes, variations, insertions and omissions as may be approved by the Issuer. The execution of the Assignment by the Chairman of the Issuer shall be conclusive evidence of any such approval required of the Issuer. Section 5. The Assignment of Funds and Accounts (the “Funds Assignment”), by the Issuer to the Purchaser, pursuant to which the Issuer shall assign its rights in and to certain funds and accounts established in connection with the Series 2022 A Bonds pursuant to the Lease, to be dated as of the Closing Date, substantially in the form as submitted to this meeting and made a part of this Ordinance as though set forth herein, shall be and the same is hereby approved, with such changes, variations, insertions and omissions as may be approved by the Issuer. The execution of the Assignment by the Chairman of the Issuer shall be conclusive evidence of any such approval. Section 6. The Credit Line Deed of Trust, Fixture Filing and Security Agreement, pursuant to which the Issuer will convey the Encumbered Facilities (as defined in the Issuer Ordinance) in trust unto the trustee named therein for the benefit and security of the Purchaser as security for the Series 2022 A Bonds (the “Deed of Trust”), substantially in the form as submitted to this meeting and made a part of this Ordinance as though set forth herein, shall be and the same is hereby approved, with such changes, variations, insertions and omissions as may be approved by the Issuer. The execution of the Deed of Trust by the Chairman of the Issuer shall be conclusive evidence of any such approval required of the Issuer. Section 7. The Bond Purchase Agreement (the “Bond Purchase Agreement”), by and between the Issuer and the Purchaser, and acknowledged and agreed to by the City, which provides the terms pursuant to which the Purchaser agrees to purchase the Series 2022 A Bonds from the Issuer, substantially in the form as submitted to this meeting and made a part of this Ordinance as though set forth herein, shall be and the same is hereby approved, with such changes, variations, insertions and omissions as may be approved by the Issuer and acknowledged and agreed to by the City. The execution of the Bond Purchase Agreement by the Chairman of the Issuer shall be conclusive evidence of any such acknowledgement and agreement. Section 8. The Series 2022 A Bonds, substantially in the form submitted to this meeting, shall be and the same are hereby approved in all respects, with such changes, variations, insertions and omissions as may be approved by the City and the Issuer. Such approval shall constitute the approval of the issuance of the Series 2022 A Bonds by an “applicable elected official” to the extent such approval may be required by any State or federal 4 7  Item 11A. law. The execution of the Series 2022 A Bonds by the Chairman of the Issuer shall be conclusive evidence of any such approval. Section 9. The City hereby approves the sale of the Series 2022 A Bonds to the Purchaser, as shall be designated by the Issuer Supplemental Resolution. The price of the Series 2022 A Bonds shall be 100% of par value, there being no interest accrued thereon. The Series 2022 A Bonds shall be dated the Closing Date. Section 10. All covenants, stipulations, obligations and agreements of the City contained herein and contained in the Lease and all other instruments and documents relating thereto shall be deemed to be the special and limited covenants, stipulations, obligations and agreements of the City to the full extent permitted by law, and such covenants, stipulations, obligations and agreements shall be binding upon the City and its successors from time to time and upon any board or body to which any powers or duties, affecting such covenants, stipulations, obligations and agreements, shall be transferred by or in accordance with law. Except as otherwise provided herein, all rights, powers and privileges conferred and duties and liabilities imposed upon the City or the officials thereof by the provisions hereof and by the Lease and all other instruments and documents relating thereto shall be exercised or performed by the City or by such officers, board or body as may be required or permitted by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the Lease and all other instruments and documents relating thereto shall be deemed to be a covenant, stipulation, obligation or agreement of any officer, agent or employee of the City in his or her individual capacity and neither the City nor any officer or employee thereof shall be liable personally on the Lease or the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 11. The City hereby ratifies all actions necessary to authorize and approve the design, acquisition, construction and equipping of the Project, the leasing of the Facilities by the Issuer to the City pursuant to the Lease, and the issuance of the Series 2022 A Bonds by the Issuer. Section 12. The firm of Steptoe & Johnson PLLC, Bridgeport, West Virginia, is hereby acknowledged as bond counsel in connection with the issuance of the Series 2022 A Bonds. Section 13. The execution, delivery and due performance of the Lease are hereby in all respects approved, authorized, ratified and confirmed, including, without limitation, all acts heretofore taken in connection with the undertaking of the Project; with respect to the issuance of the Series 2022 A Bonds and the leasing of the Facilities, and it is hereby ordered that the Mayor, the City Manager, the Clerk, the council members and other employees and officers of the City execute and deliver such other documents, certificates, agreements and instruments and take such other action as may be required or desirable to carry out the purposes of this Ordinance, the Series 2022 A Bonds and the aforesaid documents, certificates, agreements and instruments. 5 8  Item 11A. Section 14. All ordinances, orders, resolutions or parts thereof in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed. Section 15. This Ordinance shall take effect immediately following the public hearing hereon, or the vote of the City Council approving the Ordinance, whichever shall occur later. Section 16. Upon adoption on first reading hereof, an abstract of this Ordinance, determined by the City to contain sufficient information as to give notice of the contents hereof, shall be published once a week for two successive weeks within a period of fourteen consecutive days, with at least six full days intervening between each publication, in The Dominion Post, a newspaper published and of general circulation in the City, together with a notice stating that this Ordinance has been adopted on first reading, and that the City contemplates the leasing of the Facilities and the issuance of the Bonds by the Issuer, and that any person interested may appear before the City upon a date certain, not less than ten days subsequent to the date of the first publication of the said abstract and notice, and present protests, and that a certified copy of the Ordinance is on file in the office of the Clerk of the City for review by interested parties during regular office hours. At such hearing, all objections and suggestions shall be heard and the Council of the City shall take such action as they shall deem proper in the premises. Adopted on First Reading: January 4, 2022 Enacted on Second Reading Following Public Hearing: January 18, 2022 THE CITY OF MORGANTOWN By: ______________________________ Its Mayor By: ______________________________ Its City Manager 6 9  Item 11A. CERTIFICATION The undersigned, being the duly qualified, elected and acting Clerk of The City of Morgantown does hereby certify that the foregoing Ordinance was duly adopted and enacted by the council of The City of Morgantown following a public hearing thereon, at regular meetings duly held, pursuant to proper notice thereof, on ________, 2022, and ________, 2022, a quorum being present and acting throughout, and which Ordinance has not been repealed, rescinded, modified, amended or revoked and is a true, correct and complete copy thereof as witness my hand and the seal of The City of Morgantown this ________, 2022. By: ______________________________ Clerk, The City of Morgantown 7 10