IN THE CIRCUIT COURT OF LAUDERDALE COUNTY, STATE OF MISSISSIPPI RECEIYJED MAY 2 4 2018 CITY CLERK'S OFFICE MERIDIAN, MISS. MITCHEL MARSHALL, INDIVIDUALLY; AND MARSHALL DEVELOPMENT COMPANY, LLC Fl LED APPELLANTS vs. CITY OF MERIDIAN, MISSISSIPPI AND MAYOR AND MEMBERS OF THE CITY COUNCIL OF THE CITY OF MERIDIAN, MISSISSIPPI MAY 2 5 2018 rµ,. CIRCUIT CLERK CAUSE NO. J 3cvoss(c) APPEL LEES AMENDED BILL OF EXCEPTIONS Appellants, Mitchel Marshall, individually and Marshall Development Company, LLC, submit this Bill of Exceptions, pursuant to Miss. Code Ann. 11-51-75, in support of their appeal against the City of Meridian and Mayor and Members of the City Council of the City of Meridian, Mississippi ("City Council"), from the "Order Authorizing the Execution of Agre ment for the Sale, Purchase, and Redevelopment of the Old Police Station and the Vacant Brookshire Lots, City of Meridian, Mississippi" (The Order), approved and/or entered by the Mayor and City Council on March 20, 2018 and formally executed and/or recorded on March 23, 2018. Appellants l. Appellant, Mitchel Marshall (hereinafter sometimes referred to as "Mr. Marshall"), is a resident of the City of Meridian, and sole-member of Marshall Development Company, LLC. 2. Appellant, Marshall Development Company, LLC (hereinafter sometimes referred to as "MDC"), is a limited liability company located in Lauderdale County, Mississippi, and is in good standing with the Mississippi Secretary of State. City of Meridian's Order Agreeing To Sell The Old Police Station And Vacant Brookshire Lots To Lion Investments, LLC 3. On March 6, 2018, during a city council meeting, the City Council took up a motion to sell the property commonly known as The Old Police Station (hereinafter sometimes referred to as "the subject property"), located in Meridian, Mississippi, to Lion Investments, LLC (hereinafter sometimes referred to as "Lion Investments"), for the price of Forty-Five Thousand Dollars and 00/l 00 ($45,000.00). See Meridian City Council Agenda for March 6, 2018 attached as Exhibit "A," Meridian City Council Minutes for March 6, 2018 as Exhibit "B," and proposed Agreement for
the Sale, Purchase, and Redevelopment of the Old Police Station and the Vacant Brookshire Lots, City of Meridian, Mississippi attached as Exhibit "C." 4. Lion Investments, LLC is owned by John Purdy (hereinafter sometimes referred to as "Mr. Purdy") and Mr. Purdy is the sole member of Lion Investments, LLC. 5. Mr. Purdy submitted and paid for, and the City approved, two (2) appraisals. One by Alex R. Smith of Appraisers Associated, Ltd., and the other by Scotty T. Cole of Appraise All, LLC. See Exhibits "D" and "E." 6. After discussing the Order and proposed Agreement to sell the subject property to Lion Investments during the March 6 Council Meeting, Ward 5 Councilman Weston Lindemann (hereinafter referred to as "Lindemann") moved to table further discussion of the proposed Agreement. See Exhibit "B" at page 5. 7. On March 19, 2018, the City Council held a work session, during which the sale of the subject property to Lion Investments was discussed. 8. A news story authored by Jim Brock was published in the Meridian Star newspaper that same day. In the article, Mr. Brock published quotes allegedly from various councilmembers taken during or immediately after the March 19, 2018 work session. The article is attached hereto as Exhibit "F." Some of the more relevant quotes include the following: a. Ward 5 City Councilman Weston Lindemann said he wants to review the results of a student-led Mississippi State University feasibility study before moving forward.1 b. Lindemann believes Purdy might not be the only interested party [in the subject property], and the study might reveal a better use for the building. c. Councilwoman Kim Houston said the item had not been included on any recent work session agendas, which didn't give her or the rest of the council enough time to study the proposal. 1 The MSU study was commissioned by Marshall Development Company, and the study was to provide potential uses for the building as determined by MUS architecture students. The study was due to be published within weeks of the March 19, 2018 work session. See the contract between Marshall Development Company and Mississippi State attached hereto as Exhibit "N."
'._/ d. Houston also said that she need_ed more than just a few days' notice, and that "maybe there was a for sale sign that I missed." Houston stated at a previous meeting that she "didn't even know it was available for someone to purchase." e. Mayor Percy Bland said previously he takes full responsibility for not giving the council enough time to review the proposal, but he feels this is "a positive" move for Meridian, as the contract also includes a 36-month reverter clause. 9. On March 20, 2018 at 11 :46 A.M., counsel for Appellants, at the request of Councilman Lindeman and on behalf of MDC, e-mailed a proposal to the Meridian City Clerk, Joann Clark and Mayor Percy Bland, wherein MDC, offered to purchase the Old Police Station for $60,000 (not including the four vacant lots).2 Upon information and belief, that proposal was then circulated to all council members. See Exhibits "G" and "H" attached hereto. 1 0. The Mayor takes the position that the proposal did not include any supporting documents and was not submitted timely for inclusion in the Agenda packet submitted to the Council on March 16, 2018.3 See City Council Agenda for March 20, 2018 attached as Exhibit "I." 1 l. However, counsel for Appellants has confirmed that the City does not regularly publish agendas prior to Council Meetings and the March 20, 2018 agenda was not published prior to the March 20, 2018 meeting. Therefore, Appellants contend it was difficult, if not impossible, to know that the Council was going to take up the sale of the subject property on March 20, 2018, therefore, it was impossible to know what the deadline would have been to include the proposal in the March 20, 2018 agenda. Even if the Agenda had been published prior to the meeting, as is shown on 2 Appellants allege they were not aware that the four vacant lots, referred to as the "Brookshire Lots" were available for purchase. 3 Apparently, it is the Mayor's position that the March 20, 2018 Council Meeting Agenda was circulated to the councilmembers on March 16, 2018; although counsel for the Appellants has no documentation reflecting same, and again, even if the Agenda was circulated to council members, it was not made available to the public. Further, apparently the Mayor's position is that the Appellant's offer was not considered because it was not submitted in time to be included in the March 20, 2018 agenda; however, as is stated in Paragraph 9, even though Lion Investment's offer was not included on the March 20, 2018 agenda, a motion was made to amend the agenda so that a vote could be held on Lion's proposal. Therefore, it is clear that it is not necessary for an item to be on the Agenda as a prerequisite for discussion on the item during a council meeting.
..._.. Exhibit "I," the sale of the sale of the subject property was not included in the March 20, 2018 Agenda. 12. MDC's proposal, which the Mayor received prior to the March 20, 2018 council meeting, clearly referenced that MDC's final proposed use of the facility would take into consideration the previously referenced MSU feasibility study. And, the Mayor was aware that the MSU study on the subject property was underway and would be published within weeks. Accordingly, Appellants contend that the Mayor's claim that Appellants failed to include supporting documentation is disingenuous. l 3. During the City Council meeting on March 20, 2018, the Council agenda was amended, and the proposed Lion Investments' Agreement was removed from the table. See Meridian City Council Minutes for March 20, 2018 attached as Exhibit "J." After the motion to remove the proposed Agreement from the table was voted on and added to the agenda, the Council unanimously approved the Order and proposed Agreement to sell the subject property to Lion Investments for $45,000.00, with four (4) yea votes (Thomas, T. Johnson, F. Johnson, Houston) to zero (0) nay votes. Councilman Lindemann abstained from voting. A certified copy of Council Order No. 16526 and the executed Agreement is attached as Exhibit "K."4 14. During the March 20, 2018 city council meeting, Mr. Marshall attempted to address the council regarding MDC's proposal to purchase the subject property for $60,000; however, he was not allowed to do so. The Mayor takes the position that Mr. Marshall was not allowed to speak because he had not properly submitted an item to the Agenda or signed up for the "Citizens Comments Agenda," as required to address the Council. See Exhibit "J." Mr. Marshall takes the position that he did sign up to speak immediately prior to when the March 20, 2018 meeting began, and attempted to speak during the Public Hearing on the appeal of a Planning 4 Appellants point out that the sale to Lion Investments for $45,000 was not only for The Old Police Station, but also for four additional vacant parcels known as the "Brookshire Lots." Appellants contend that selling all of the subject property for less than what other buyers were willing to pay was not in the economic best interest of the City, especially when other offers were never discussed on the record as reflected in the meeting minutes attached hereto.
Commission decision; however, he was not allowed to finish. See the official video from the March 20, 2018 Council Meeting attached hereto as Exhibit "M." 15. The Appellants contend that the Mayor's position that Mr. Marshall was not allowed to speak about the sale of the Old Police Station at the March 20, 2018 meeting because he did not sign up for the official "Citizens Comments Agenda, " is disingenuous. 16. The March 20, 2018 Council Meeting Agenda was not published to the public prior to the meeting, and, as pointed out above, even if the agenda had been published, there was no indication that the proposed sale of the subject property to Lion Investments would be discussed, much less voted upon. The "Citizens Comments Agenda" has to be signed prior to the beginning of the council meeting. The citizens of Meridian, including Mr. Marshall, who had comments regarding the sale of the subject property, had no advance notice that the proposed sale would be up for discussion. Therefore, it was impossible for Mr. Marshall to know he needed to sign up on the "Citizens Comments Agenda. " 17. Appellants contend that the Mayor's position would necessitate citizens sign up to speak at every council meeting, given that no one knows what will be discussed since agendas are routinely not published before the deadline to sign up for the "Citizens Comments Agenda." This expectation is unreasonable. See Exhibit "I." 18. MDC's proposal.to purchase the subject property was never brought up during the March 20, 201 8 city council meeting. See Exhibit "J." 19. The certified copy of the order authorizing the sale of the subject property to Lion Investments states that it comports with the requirements of Miss. Code Ann. 21-17-(2) ("The Statute"). See Exhibit "K." 20. Miss. Code Ann. 21-17-1 is the Mississippi State Statute wherein municipalities are authorized to sell, convey or lease real property belonging to the municipality that is no longer used for municipal purposes. See Exhibit "L" attached hereto. 21. The Appellants allege that the action of the City Council to sell the subject property to Lion Investments, LLC, was in violation of Miss. Code Ann. 21-17-1.
.....' 22. The Statute reads, in pertinent part: (2)(a) In case any of the real property belonging to a municipality shall cease to be used for municipal purposes, the governing authority of the municipality may sell, convey or lease the same on such terms as the municipal authority may elect. In any sale or conveyance of real property, the municipality shall retain all mineral rights that it owns, together with the right of ingress and egres s to remove same. Except as otherwise provided in this section, before any such lease, deed or conveyance is executed, the governing authority of the municipality shall publish at least once each week for three (3) consecutive weeks, in a public newspaper of the municipality in which the real property is located, or if no newspaper be published as such, then in a newspaper having general circulation therein, the intention to lease or sell, as the case may be, the municipally owned real property and to accept sealed competitive bids for the leasing or sale. The governing authority of the municipality shall thereafter accept bids for the lease or sale and shall award the lease or sale to the highest bidder in the manner provided by law. However, whenever the governing authority of the municipality shall find and determine, by resolution duly and lawfully ad opted and spread upon its minutes (i) that any municipally owned real property is no longer needed for municipal or related purposes and is not to be used in the operation of the municipality, (ii) that the sale of such property in the manner otherwise provided by law is not necessary or desirable for the financial welfare of the municipality, and (iii) that the use of such property for the purpos e for which it is to be sold, conveyed or leased will promote and fos ter the development and improvement of the community in which it is located and the civic, social, educational, cultural, moral, economic or industrial welfare thereof, the governing authority of the municipality shall be authorized and empowered, in its discretion, to sell, convey or lease same for any of the purposes set forth herein without having to advertise for and accept competitive bids. 2(b) In any case in which a municipality proposes to sell, convey or lease real property under the provisions of this subsection (2) without advertising for and accepting competitive bids, the governing authority may sell, convey or lease the property as follows: (i) Consideration for the purchase, conveyance or lease of the property shall be not less than the average of the fair market price for such property as determined by at least Emphasis added. two (2) professional property appraisers selected by the municipality and approved by the purchaser or lessee. Appraisal fees shall be shared equally by the municipality and the purchaser or lessee; 23. Appellants allege that the City's sale of the subject property to Lion Investments failed to satisfy The Statute for four reasons: a. The City did not lawfully resolve and spread upon its minutes any of the required findings found in Section 2(a) of The Statute. The minutes from the March 20, 2018 meeting, attached as Exhibit "J," merely reflect that Order No. 16526 was approved. However, the minutes do not contain any reference to the required findings, nor do the minutes state that the order is incorporated into the minutes. Therefore, no resolution was made, and no
..,,, resolution with the required findings was properly spread upon minutes. Further, the official video of the March 20, 201 8 council meeting proves there was no on-the-record discussion or resolution concerning the findings required by The Statute. See Exhibit "M." b. It is undisputed that Mr. Purdy, on behalf of Lion Investments, submitted and paid for the appraisals attached as Exhibits "D" and "E." This violates The Statute's requirement that the municipality select the appraisers and that the appraisal fees be shared equally by the municipality and the purchaser. 5 i. Counsel for Appellants spoke directly to Scotty T. Cole, one of the appraisers used by Mr. Purdy on behalf of Lion Investments. And, Mr. Cole stated a) he had never performed a commercial appraisal using the CBD Redevelopment Value discount in the City of Meridian prior to his appraisal of the subject property, b) appraisals involving a value based on anticipated redevelopment are highly subjective and c) The City of Meridian does not have adequate comparable sales to use in formulating the CBD Redevelopment Value, requiring reliance on sales in other metropolitan areas, such as Jackson and Hattiesburg. ii. Appellants contend this is critical information given Mr. Cole's fair market valuation of the subject property was $140,000 and his CBD Redevelopment Value was only $1 0,000. See Exhibit "E." iii. The other appraiser, R. Alex Smith, refused to speak to counsel for Appellants about his appraisal, or even confirm how many appraisals he had performed in the City of Meridian that included a discount for guaranteed redevelopment of city owned property. 6 This fact alone illustrates the necessity and importance of 5 Appellants contend that the requirement for the municipality to select the appraisers and for the municipality and buyer equally share the cost of the appraisals is to avoid the appearance of subjectivity and to ensure that the City obtains unbiased appraisals to protect the City's economic interest. 6 TR. Alex Smith, reached the same conclusion as Mr. Cole with regard to the redevelopment value of the subject property ($10,000); however, he recommended the City "hold" at $106,000, absent a redevelopment guarantee. See Exhibit "D."
\..--.'- _/ the City selecting and helping pay for the appraisal. Mr. Smith's appraisal was "accepted" by the City, and now Mr. Smith refuses to give any background information regarding his experience or methods used to come up with the value the City relied on in approving the sale to Lion Investments for $45,000. c. Even if the required findings were made, they would have been erroneous and not based on fact. First, MSU was scheduled to soon publish their feasibility study showing what the highest and best use of the subject property would be. Second, upon information and belief, not only was MDC interested in purchasing the property, but there were reportedly other interested buyers as well, and MDC was willing to purchase just the Old Police Station for $15,000 more than Lion Investments, not including the four vacant lots. Third, it is difficult to accept that it was in the best economic interest of the City to sell The Old Police Station AND four additional vacant lots for $45,000. d. The Statute requires that in any sale or conveyance of real property, the municipality "retain all mineral rights that it owns, together with the right of ingress and egress to remove same." Although the agreement pertaining to the sale of the subject property to Lion Investments contains a provision that "[t]he deed shall state that the conveyance is subject to any and all easements, rights of way, covenants, mineral rights, and conditions and the limitations and restrictions of the provisions of this Agreement..." there is no specific provision in the agreement stating that the City will maintain its mineral rights, together with the right of ingress and egress to remove same. 24. Appellants allege that the sale of the subject property for $15,000 less than MDC's proposal, the sale of the building prior to receiving the feasibility study results from Mississippi State University (which was being completed at no cost to the City of Meridian and would have shown the best use of the facility), the failure of the City to select the appraisers, the failure of the City to jointly share in the appraisal cost with Lion Investments, the failure of the City to specifically retain all mineral rights and the right of ingress and egress to remove same from the subject property, and the failure of the City publish a request for bids to purchase the subject property or otherwise
. I '--'"'', comply with the requirements of Miss. Code Ann. 21-17-1 (2), render the order and related agreement to sale the subject property to Lion Investments illegal and contrary to law and not in the best interest of the Citizens of Meridian. Exhibits Fully Incorporated Herein Ex. A Meridian City Council Agenda for March 6, 2018 Ex. B Meridian City Council Minutes for March 6, 2018 Ex. C Agreement for the Sale, Purchase, and Redevelopment of the Old Police Station and the Vacant Brookshire Lots, City of Meridian, Mississippi Ex. D Ex. E Appraisal Report of R. Alex Smith Appraisal Report of Scotty Cole Ex. F Meridian Star Newspaper Article Published March 19, 2018 Ex. G March 20, 2018 e-mail to Mayor Percy Bland and City Clerk Joann Clark regarding Marshall Development Company, LLC's proposal to purchase the Old Police Station for $60,000 Ex. H Marshall Development Company, LLC's Proposal Ex. I City Council Agenda for March 20, 2018 Ex. J Ex. K City Council Meeting Minutes for March 20, 2018 Meeting Certified copy of Council Order No. l 6526 and the Executed Agreement Ex. L Miss. Code Ann. 21-17-1 Ex. M Ex. N Official Video of March 20, 2018 Meridian City Council Meeting Contract Between Marshall Development Company and Mississippi State 25. Appellants certify that this Amended Bill of Exceptions has been submitted to the Mayor and Clerk of the City of Meridian for signature and transmission "at once," to the Circuit Court of Lauderdale County, Mississippi, in the manner required by Miss. Code Ann. l l -51-7 5.
Respectfully submitted, this the 24 h day of May, 2018. MITCHEL MARSHALL, INDIVIDUALLY and MARSHALL DEVELOPMENT COMPANY, LLC Isl Matt A. Baldridge MA TI A. BALDRIDGE, MSB# l 02636 A TIORNEY FOR MITCHEL MARSHALL OF COUNSEL: BALDRIDGE LAW FIRM, PLLC PO BOX 4026 MADISON, MISSISSIPPI 39130 OFFICE: (601) 706-9063 FACSIMILE: (866) 726-0531 E-MAIL: MATT@BALDRIDGELAWFIRM.COM CERTIFICATE OF SERVICE UPON MAYOR AND CLERK I, Matt A. Baldridge, do hereby certify that I presented this Amended Bill of Exceptions to the Honorable Percy Bland, Mayor of the City of Meridian and Joann Clark, Clerk of the City of Meridian, for execution and transmission "at once" to the Circuit Court of Lauderdale County, Mississippi, as required by Miss. Code Ann. 11-51-75. This the 24 h day of May, 2018. Isl Matt A. Baldridge MA TI A. BALDRIDGE
'-- \ i '--_..., CERTIFICATION OF THE MAYOR I, the undersigned, PERCY BLAND, Mayor of the City of Meridian, Mississippi, hereby acknowledge receipt of the foregoing Amended Bill of Exceptions and accompanying exhibits as containing the allegations of the Appellants and the proceedings and exhibits before the City Council of the City of Meridian, Mississippi, during all proceedings concerning the approval of the Order Authorizing the Execution of the Agreement for the Sale, Purchase, and Redevelopment of the Old Police Station and the Vacant Brookshire Lots, City of Meridian, Mississippi, and that said Amended Bill of Exceptions contains the record as alleged by the Appellants and the accompanying exhibits, to the best of my knowledge and belief, accurately reflect the proceedings before the City Council (with the exception of the following exhibits, which were not before the Council: Exhibit "F", the Meridian Star article entitled "Council Delays Vote on Microbrewer's Plan for Old Meridian Police Station" and Exhibit "N", Contract between Marshall Development Company and Mississippi State University School of Architecture), when the decision of the Council which is subject of this appeal was made. -Ht, THIS the. // day of May, 2018. ATTEST: (SEAL)