Title
A Resolution Approving And Authorizing Certain Action By The City Of Foley, Alabama And Constituted Authorities Thereof With Respect To Establishment Of A Sports Complex And Event Center In The City Of Foley, Alabama.
Summary
DESCRIPTION OF TOPIC: (who, what, when, where, why, and how much)
SOURCE OF FUNDING:
Please provide the amount requested: ____________
Is this a budgeted item? Yes /No
Please provide the budgeted amount: $_____________ Account No. ___________________________
If budgeted, is this a capital purchase, capital project, or special fund? _________________________
Was this item included in the Fiscal Year Capital Projects Plan? Yes/No
If yes, please provide the amount included in Capital Projects Plan: $___________
Body
A RESOLUTION APPROVING AND AUTHORIZING CERTAIN ACTION BY THE CITY OF FOLEY, ALABAMA AND CONSTITUTED AUTHORITES THEREOF WITH RESPECT TO ESTABLISHMENT OF A SPORTS COMPLEX AND EVENT CENTER AND RELATED FACILITES IN THE CITY OF FOLEY, ALABAMA
BE IT RESOLVED BY THE CITY COUNCIL (the "Council") OF THE CITY OF FOLEY, ALABAMA (the "City"), as follows:
Section 1. Determinations
Upon evidence duly presented to and considered by it, the Council has found and determined, and does hereby find, determine and declare that it is necessary, desirable, and in the public interest that:
(a) the following capital improvements (collectively the "Projects") be established in the City pursuant to the transactions referenced in this Section 1 (b) through (d), inclusive (collectively the "Sports Complex/ Event Center Transactions"):
(i) public meeting, entertainment, event, and recreational facilities, including without limitation facilities or facility to serve as an auditorium, music hall, art center, athletic fields and sportsplex, and related municipal buildings for community activities of every kind and nature;
(ii) buildings, facilities and improvements for the accommodation of visitors and users to the facilities described in (i), including without limitation hotel and motel facilities and food service facilities;
(iii) roads, streets, public ways, sidewalks, lighting, facilities for the provision of water, sewer, gas and electric power service, facilities for waste disposal, facilities for public safety and security, drainage and flood control facilities and improvements, and related infrastructure improvements.
(b) the City authorize the incorporation of such public corporations as constituted authorities of the City as shall be necessary or desirable to finance and provide for the establishment, operation, improvement and maintenance of the Projects;
(c) the City acquire, by fee simple interest or by lease as lessee; improve; and sell, convey, lease as lessor or transfer, in whole or in part, such interests in property, real, personal or mixed, as shall be necessary or desirable to provide for the establishment of the Projects;
(d) the Projects be financed, in whole or in part, by proceeds of such equity investments under state or federal new market tax credit programs, and by such tax-exempt or taxable obligations of such public corporations controlled by the City, or of the City (whether incurred pursuant to bonds; warrants; lease agreements as financing instruments for the payment of obligations of any public corporation of the City, or the City; funding agreements; or other forms of obligations), which the City shall approve as to terms of maturity, offering prices, net interest cost, redemption terms, use of proceeds, and source of payment;
(e) the City authorize certain actions by public corporations controlled by the City, and the officers of the City, in order that the Sports Complex / Event Center Transactions may begin and proceed in a timely and efficient manner for the benefit of the City.
Section 2. Preliminary Approval of Transactions; Official Intent; Professionals
(a) The Council, for the City, hereby approves the Sports Complex / Event Center Transactions, and hereby authorizes the officers of the City to take such action as shall be necessary or desirable to carry out the purposes of this Resolution and to effect the Sports Complex / Event Center Transactions in an orderly and efficient manner, subject to final approval and authorization by the Council of all agreements, conveyances, deeds, documents, instruments, obligations, lease agreements by the City as lessor or lessee with respect to the acquisition or demise of interests in real property for the Projects, and lease agreements by the City as lessee with respect to the lease and use of real property by the City for the Projects and the payment by the City thereunder of rental payments as debt service on obligations incurred by the City or any public corporation of the City for the Projects (collectively the "Sports Complex / Event Center Transaction Documents"), to be delivered by any public corporations of the City, and the City, in connection therewith.
(b) In the event it becomes necessary for any public corporation of the City, or the City, to expend any funds for the Projects prior to the issuance of tax-exempt obligations therefor, as described above, the City hereby declares its official intent that (i) proceeds of such tax-exempt obligations be used to reimburse such public corporation and the City, as the case may be, for capital expenditures made by such public corporation or the City for the Projects in amounts not exceeding the lesser of the amounts spent therefor which are eligible for reimbursement under Treas. Reg. 1.150-2 or the total cost of the Projects, and (ii) any such reimbursement be made in accordance with Treas. Reg. 1.150-2.
(c) The City hereby approves the engagement by any public corporation of the City, and the City, of Merchant Capital, L.L.C. to provide all financial advice, investment banking services, and underwriting services with respect to the Sports Complex / Event Center Transactions, and Maynard, Cooper & Gale, PC, to act as bond counsel in connection with the incurrence or issuance of all obligations of any public corporation or the City with respect to the Projects.
(d) The City hereby approves and authorizes the validation of the legality of all the Sports Complex / Event Center Transaction Documents to be delivered in connection with the Sports Complex / Event Center Transactions, and all proceedings had or taken in connection therewith, and the validity of the means of payment provided for any financings incurred by any public corporations of the City or the City in connection therewith, in the name of the City or such public corporations thereof as may be parties to the Sports Complex / Event Center Documents, in the Circuit Court of Baldwin County, Alabama, in accordance with the applicable laws of the State of Alabama (including without limitation Article 17 of Chapter 6 of Title 6, and Article 7 of Chapter 81 of Title 11, of the Code of Alabama 1975). The attorneys for the City and Bond counsel for the City are authorized to take such actions as shall be necessary to complete such validation proceedings.
Section 3. General
(a) This Resolution shall take effect immediately.
(b) All ordinances, resolutions, orders, or parts thereof, in conflict or inconsistent with this Resolution hereby are, to the extent of such conflict or inconsistency, repealed.