Title
A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF GENERAL OBLIGATION WARRANTS (FEDERALLY TAXABLE), SERIES 2021-A, AND THE EXECUTION AND DELIVERY OF RELATED TRANSACTION DOCUMENTS
Body
BE IT RESOLVED BY THE CITY COUNCIL OF HE CITY OF FOLEY, ALABAMA as follows:
Section 1. Definitions
City: City of Foley, Alabama
Council President: President of the governing body of the City
Indenture: Indenture dated January 1, 2021, as supplemented by Series 2021-A Supplemental Indenture dated March 1, 2021, by the City and the Paying Agent
Mayor: Mayor of the City
Official Statement: Official Statement dated February 10, 2021 of the City with respect to the Warrants
Paying Agent: Regions Bank
Transaction Documents: The documents referenced in Section 2(b)
Underwriter: The Frazer Lanier Company, Incorporated
Warrants: General Obligation Warrants (Federally Taxable), Series 2021-A
Section 2. Authorization of Transactions and Documents
The City does hereby approve, adopt, authorize, direct, ratify and confirm:
(a) the issuance and sale of the Warrants to provide for (i) the refunding of outstanding long-term indebtedness of the City and (iii) payment of the costs of issuance of the Warrants;
(b) the representations of fact and covenants and agreements made by the City in, the terms and provisions of, and the transactions to be undertaken pursuant to, the following documents, in substantially the form and content as presented to the City (collectively, the “Transaction Documents”):
(1) the Indenture;
(2) the Refunding Trust Agreement dated March 1, 2021 by the City and Regions Bank, as trustee;
(3) the Continuing Disclosure and Dissemination Agent Agreement dated the date of delivery by the City and Digital Assurance Certification, L.L.C.;
(4) the Purchase Agreement dated February 9, 2021 by the City and the Underwriter;
(5) any agreement, contract, document, instrument, notice or other proceeding determined by the City to be necessary, desirable or required by applicable law or any of the Transaction Documents to evidence, secure or give notice of the obligations of the City with respect to, the Warrants;
(c) the Official Statement, which the City does hereby find and determine is correct and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(d) the seal impressed on this Resolution as the official corporate seal of the City.
Section 3. Authorization and Direction of Execution, Authentication and Delivery; Ratification
(a) The Mayor, Finance Director, and City Clerk of the City are hereby authorized and directed, in the name and on behalf of the City:
(1) to execute, seal, attest and deliver the Transaction Documents with such changes (by addition or deletion) thereto as such officers shall approve and as shall not increase or extend the obligations of the City thereunder, which approval shall be conclusively evidenced by such execution as so provided;
(2) to execute, seal, and register (to the extent required) the Warrants in the form provided therefore in the Indenture and to deliver the Warrants to the Trustee;
(3) to execute and deliver the Official Statement;
(1) to execute, deliver, file and record such agreements, certificates, documents, instruments, and notices as may be necessary, desirable or required by applicable law, governmental authority, or the Indenture to comply with, or effect the purposes of, the Transaction Documents and provide for the exclusion of interest on the Warrants from State of Alabama income taxation
(b) All actions taken, and all agreements, certificates, documents, or notices executed and delivered, by any officer or legal representative of the City in connection with the Transaction Documents, or any action or transaction authorized thereby, are hereby approved, ratified and confirmed in all respects.
(c) The Paying Agent is hereby authorized and directed to authenticate and register the Warrants and to deliver the Warrants to, or as directed by the Underwriter as provided in the Indenture.
Section 4. General
(a) All resolutions, ordinances, orders or parts thereof, of the City in conflict or inconsistent with the provisions of the Resolution hereby are, to the extent of such conflict or inconsistency, repealed.
(b) This Resolution shall be irrevocable and take effect immediately.