Title
APPROVING FINANCING DOCUMENTS
BY THE CITY OF FOLEY, ALABAMA, THE PUBLIC ATHLETIC AND SPORTS
FACILITIES BOARD OF THE CITY OF FOLEY, ALABAMA AND THE BANK OF
NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE
Summary
DESCRIPTION OF TOPIC: (who, what, when, where, why, and how much)
Per Heyward Hosch this resolution is for compliance with Amendment No. 772 with respection to the Athletic and Sports Facilities Cooperative District project and must be adopted prior to the validation hearing on December 16, 2013. The required notice was published in the Foley Onlooker on November 22, 2013. The adoption of this resolution does not, in any way, result in any obligation fo the Council or the City, or bind the Council or the City to any furhter action.
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BE IT RESOLVED BY THE CITY COUNCIL OF CITY OF FOLEY, ALABAMA, (the "City") as follows:
Section 1. 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) Pursuant to Chapter 99B of Title 11 of the Code of Alabama 1975 (the "Enabling Law"), the City, and The Public Park and Recreation Board of the City of Foley, Alabama, have authorized the incorporation of The Public Athletic and Sports Facilities Cooperative District of the City of Foley, Alabama (the "District"), and the certificate of incorporation of the District is recorded as instrument No. 1428916 in the Office of the Judge of Probate of Baldwin County, Alabama.
(b) The District proposes to issue $14,060,000 maximum principal amount Athletic and Sports Facilities Revenue Bonds (Federally Taxable), Series 2013 (the "Bonds") for the purposes of financing a portion of the costs of "projects" (as described in the certificate of incorporation thereof and as permitted by the Enabling Law; herein collectively the "Project") to be located within the City and to be issued and operated by the City.
(c) The Bonds shall be special, limited obligations of the District payable solely from moneys provided by the City pursuant to a Funding Agreement with respect to the Bonds by the City, the District, and The Bank of New York Mellon Trust Company, National Association, as trustee for the registered owners of the Bonds, to be delivered by the City simultaneously with the issuance of the Bonds.
(d) Pursuant to Amendment No. 772 to the Constitution of Alabama of 1901, as amended ("Amendment No. 772"), the City has caused the Notice attached hereto as Exhibit A (the "Notice") to be published on November 22, 2013 in The Foley Onlooker with respect to certain actions proposed to be taken, and certain agreements proposed to be made and delivered, by the City, to provide for the financing of a portion of the costs of the Project and the economic development of the City thereby.
(e) 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 "Financing Documents"):
(i) Trust Indenture, to be dated the first day of the month of delivery thereof, by the District and The Bank of New York Mellon Trust Company, National Association, as trustee (the "Trustee") with respect to the Bonds;
(ii) Funding Agreement, to be dated the first day of the month of delivery thereof, by the City and the District and the Trustee with respect to the Bonds.
(f) The expenditure of public funds for the purposes specified in the Notice and the Financing Documents will serve a valid and sufficient public purpose, notwithstanding any incidental benefit accruing to any private entity or entities.
(g) 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 Financing Documents to which the City is a party.
Section 2. 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 resolution.
Section 3. 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 Financing Documents.
Section 4. The Financing 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 those of the Financing Documents to which the City is a party signatory thereto (herein collectively the "City Documents") shall approve, which approval shall be conclusively evidenced by execution of the City Documents by such officer as hereinafter provided.
Section 5. The Financing Documents presented to, considered and adopted by the City Council shall be filed in the permanent records of the City.
Section 6.
(a) The Mayor of the City is hereby authorized and directed to execute, acknowledge and deliver the City 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) For purposes of the Funding Agreements referenced in Section 1(e)(ii), and the annual amounts payable by the City thereunder as principal of, premium, if any, and interest on the Bonds, the Mayor and the Finance Director are authorized and directed to approve the final principal amounts, interest rates, sale prices, redemption prices and terms, and costs of issuance of the Bonds; provided, the aggregate amount to be paid in any single fiscal year by the City pursuant to the Funding Agreement for the Bonds shall not exceed $1,770,000.
(c) For purposes of the Financing Documents, the Finance Director is authorized and directed to act as an Authorized City Representative under and as defined therein.
Section 7. 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 Resolution and the Financing Documents.
Section 8. Any prior actions taken or agreements made or documents executed by any officers of the City in connection with the Financing Documents and the transactions therein authorized and approved are hereby ratified and confirmed.
Section 9. The Official Statement with respect to the Bonds (the "Official Statement") in substantially the form and of substantially the content as the form of Official Statement presented to and considered by the City is hereby approved and adopted. The City does hereby find and determine that the Official Statement, with respect to the City, 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 under with they were made, not misleading. The Mayor of the City is hereby authorized to execute and deliver the Official Statement for and on behalf of and in the name of the City, with such changes or additions thereto or deletions therefrom with respect to the City as the Mayor and the Finance Director of the City may deem necessary or desirable in order to state fully and correctly the pertinent facts concerning the City and the documents delivered thereby. Any prior execution and/or delivery of the Official Statement or any preliminary Official Statement is hereby ratified and confirmed.
Section 10.
(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 resolution shall take effect immediately.