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A RESOLUTION AUTHORIZING AN AMENDMENT TO TAX ABATEMENT AGREEMENT BY THE CITY OF FOLEY, ALABAMA AND FOLEY HOLDINGS LLC DATED JULY 5, 2016, PURSUANT TO CHAPTER 9B OF TITLE 40 OF THE CODE OF ALABAMA 1975
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BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FOLEY, ALABAMA (THE "COUNCIL"), AS THE GOVERNING BODY OF THE CITY OF FOLEY, ALABAMA ("CITY"), as follows:
ARTICLE 1
Definitions and Representations
Definitions of Capitalized Terms
As used herein the following terms shall have the following meanings:
Agreement shall mean that certain Tax Abatement Agreement dated July 5, 2016, together with all Attachments and Exhibits thereto, as amended, by the City and the Company, as at any time amended, restated or supplemented.
Amendment shall mean that certain Amendment of Tax Abatement Agreement to be dated the date of delivery by the City, the Company and RV Park at OWA, in amendment of the Agreement.
Application shall mean the application for the abatement of certain taxes by RV Park at OWA LLC pursuant to Section 40-9B-6(a) of the Enabling Law.
Bond Counsel shall mean Maynard, Cooper & Gale, PC.
City shall mean the City of Foley, Alabama.
Company shall mean Foley Holdings LLC and its successors and assigns.
Enabling Law shall mean Chapter 9B of Title 40 of the Code of Alabama 1975.
RV Park at OWA shall mean RV Park at OWA LLC, an Alabama limited liability company.
ARTICLE 2
Authorization of Execution, Delivery and
Performance of Amendment
(a) The City does hereby approve, adopt, authorize, direct, ratify and confirm the terms and provisions of, the representations and warranties of the City set forth in, the obligations and transactions to be undertaken by the City pursuant to, the abatement of City taxes as provided in, and the execution and delivery by the City of, the Amendment.
(b) (1) The Mayor of the City is hereby authorized and directed to execute, deliver and effect the performance of, the Transaction Documents for and on behalf of and in the name of the City.
(2) The City Clerk is hereby authorized and directed to attest and seal the Transaction Documents to the extent required thereby.
(c) The Mayor and the City Clerk are each authorized and directed to deliver a certified copy of this Resolution, the Application, and the Agreement to the Company, the Alabama Department of Revenue, and Baldwin County, Alabama, to the extent required by the Enabling Law.
ARTICLE 3
General Authorization and Ratification
Section 3.01 General Authorization
The Mayor and the City Clerk are hereby authorized and directed (i) to take all such actions, and execute, deliver and file such related documents, agreements, instruments and notices, as may be necessary or desirable to carry out the purposes of this Resolution and effect the purposes of, and transactions to be undertaken pursuant to, the Transaction Documents, and (ii) to execute and deliver to the Company, counsel therefor, and Bond Counsel, such certified proceedings of the City and such closing papers, proofs and statements containing such representations of fact and law as may be necessary or desirable to demonstrate the validity of the Transaction Documents, and the absence of litigation (pending or threatened) with respect to any matter referred to herein.
Section 3.02 Ratification
Any prior action taken by or on behalf of the City or by any officer of the City, or any agreements, documents or term sheets executed by or on behalf of the City, in connection with the agreements, documents and transactions herein authorized, are hereby ratified and confirmed.
ARTICLE 4
Provisions of General Application
Section 4.01 Other Proceedings
(a) Any resolution, order, ordinance, or part thereof, in conflict or inconsistent with the provisions of this Resolution is hereby, to the extent of such conflict or inconsistency, repealed.
(b) The provisions of Section 5.01(a) shall not operate or be construed to revive any instrument, ordinance order or resolution, or part thereof, of the City.
Section 4.02. Effect of this Resolution
This Resolution shall take effect immediately.