Title
AN ORDINANCE APPROVING THE CONVEYANCE BY THE CITY OF FOLEY, ALABAMA, OF REAL PROPERTY NOT NEEDED FOR PUBLIC OR MUNICIPAL PURPOSES
Summary
DESCRIPTION OF TOPIC: (who, what, when, where, why, and how much)
The Wolf Bay Lodge (WBL) transaction documents include the Sales Agreement, Easement Agreement, Vendors Lien, Guarantee, and Promissory Note. A Power Point showing the lease versus sale and the amount of money the City has collected over the past 50 months is also included. The City would like to reinvest $260,000 equity received from the WBL closing in the Aggregation Facility to create additional businesses, jobs, and income to the City.
Sales Agreement - The sales agreement is for a purchase price of $1.3 million, with $260,000 down. A promissory note in the amount of $1,040,000 will be executed for a 15 year periodat an initial interest rate of 4.5% per annum for the first 90 months. On the 91st month the payment of principal and interest due under the Note shall be adjusted and amoritized over 7.5 year at the new interest rate of 4.5%, increased or decreased, based upon the difference in the 10 year Treasury Note Rate on February 2015 and August 2022. The maximum amount of the New Interest Rate shall be 6.5% per annum and the minimum amount shall be 3.5% per annum.
Restrictions on the property are limited to a first class sit down family style restaurant serving a variety of foods commensurate with the Purchaser's current "Wof Bay" restaurant operations and to sell apprael in the gift store relating to the restaurant's business and trade name and for no other purpose. If not the City of Foley has the right after 60 days following each anniversary of the recording of the deed or shall automatically terminate after 99 years from the date of the recording of the deed. The City also has the first right of refusal under the same conditions.
Easement Agreement - The easement agreement is a non-exclusive easement agreement whereby the City will maintain and keep the easement in good repair and the easement shall be for ingress and egress of vehicular and pedestrian traffic to, from and between the Benefitted Property, and the ajoining public and private roads, streets and alleys, including Miflin Road (County Road 20) and for non-exclusive parking of motor vehicles. This also includes utilities, landscaping, and signage. CAFFM, Inc. will not construct any gates, fences, walls, curbs, obstructions or other improvements, which impair or prevent the full and intended use of the easement property. The City shall pay all Ad Valorem Taxes. The City and CAFFM, Inc. will share in the paving, resurfacing, repaving or restriping all or part of the easement property. This agreement will run with the land.
Statutory Warranty Deed with Reservations and Vendor's Lien Retained - The Deed contains the same restrictions in the Sales Agreement and includes alterations, damages and destruction to the property, insurance requirements, hazardous substances, waste; operation of property, condemnation, etc.
Guaranty Agreement - On behalf of Wolf Bay Lodge, Charlene W. Haber guarantees to full and prompt payment of the note.
Promissory Note - WBL agrees to pay the City of Foley $1,040,000.
Body
BE IT RESOLVED BY THE CITY COUNCIL OF CITY OF FOLEY, ALABAMA, (the "City") as follows:
Section 1. Representations and Definitions of Capitalized Terms.
The City has heretofore, upon evidence duly presented to and considered by it, found and determined, and does hereby find, determine and declare that:
(a) The City owns the real property described on Exhibit A hereto (the "Subject Real Property").
(b) The Subject Real Property is subject to:
(1) that certain Ground Lease Agreement dated April 1, 2010 (the "Ground Lease"), by the City, as ground lessor, and The City of Foley Public Facilities Cooperative District (the "District"), as ground lessee, and
(2) that certain Agreement for Sublease dated June 15, 2010 (the "Sublease"), by the District, as sublessor, and Wolf Bay Lodge, Inc., as sublessee (the "Sublessee").
(c) The Sublessee has requested the City to sell the Subject Real Property, and all improvements thereon, to the Sublessee.
(d) Pursuant to Section 11-47-20 of the Code of Alabama 1975, the City does hereby find and declare that the Subject Real Property, and all improvements thereon, are not needed for public or municipal purposes.
(e) The Subject Real Property will be sold to the Sublessee for a price equal to the fair market value thereof.
(f) Pursuant to Amendment No. 750 to the Constitution of Alabama of 1901, as amended ("Amendment No. 750"), the City has caused the Notice attached hereto as Exhibit B (the "Notice") to be published on ____________, 2015 in The Foley Onlooker with respect to the sale of the Subject Real Property to the Sublessee.
(g) There has been prepared for and delivered to the City, and made available for public inspection, the following agreements, contracts, documents and instruments with respect to the transactions described in the Notice and the undertakings by the City in connection therewith (collectively, the "Conveyance Documents"):
(1) Statutory Warranty Deed, to be dated the date of delivery thereof, with respect to the Subject Real Property, by the City to the Sublessee;
(2) Termination of (i) Ground Lease Agreement and (ii) Agreement of Sublease, to be dated the date of delivery thereof, with respect to the Ground Lease and the Sublease, by the City, the District, and the Sublessee.
(h) The expenditure of public funds represented by the value of the Subject Real Property and capital improvements made thereon by the City and the District, to be conveyed to the Sublessee, as provided in the Conveyance Documents, will serve a valid and sufficient public purpose, notwithstanding any incidental benefit accruing to any private entity or entities.
(i) It is necessary, desirable, and in the best interests of the taxpayers and citizens of the City for the City to deliver and perform the agreements and undertakings of the City set forth in the Conveyance Documents to which the City is a party.
Section 2. Approval of Notice.
The City does hereby approve, ratify and confirm (i) the form and content of, and the statements set forth in, the Notice and (ii) the publication of the Notice as set forth in Section 1 of this Ordinance.
Section 3. Approval of Conveyance Documents.
(a) The City does hereby approve, adopt, authorize, direct, ratify and confirm the representations, warranties, agreements and covenants of the City set forth in, and the transactions to be undertaken by the City pursuant to, the Conveyance Documents.
(b) The Conveyance Documents are approved in substantially the form and of substantially the content as presented to and considered by the City Council, with such changes or additions thereto or deletions therefrom as the officer of the City executing the Conveyance Documents shall approve, which approval shall be conclusively evidenced by execution of the Conveyance Documents by such officer as hereinafter provided.
(c) The Conveyance Documents presented to, considered and adopted by the City Council shall be filed in the permanent records of the City.
Section 4. Authorizations.
(a) The Mayor of the City is hereby authorized and directed to execute, acknowledge and deliver the Conveyance Documents for and on behalf of and in the name of the City. The City Clerk and Assistant City Clerk of the City are each hereby authorized and directed to attest the same.
(b) The officers of the City, or any one or more of them, are hereby authorized and directed to do and perform or cause to be done or performed in the name and on behalf of the City such other acts, and execute, deliver, file and record such other instruments, documents, certificates, notifications and related documents, all as shall be required by law or necessary or desirable to carry out the provisions and purposes of this Ordinance and the Conveyance Documents.
(c) Any prior actions taken or agreements made or documents executed by any officers of the City in connection with the Conveyance Documents and the transactions therein authorized and approved are hereby ratified and confirmed.
(d) Any title insurance company insuring any interest in and to the Subject Real Property may rely upon a certified copy of this Ordinance for all purposes.
Section 5. General.
(a) All ordinances, resolutions, orders, or parts thereof in conflict or inconsistent with any provision herein hereby are, to the extent of such conflict or inconsistency, repealed.
(b) This Ordinance shall take effect immediately.