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A RESOLUTION AUTHORIZING (1) THE ISSUANCE AND SALE OF CULTURAL AND ENTERTAINMENT FACILITIES REVENUE BONDS, SERIES 2015, AND (2) THE EXECUTION AND DELIVERY OF FINANCING DOCUMENTS
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A RESOLUTION AUTHORIZING (1) THE ISSUANCE AND SALE OF CULTURAL AND ENTERTAINMENT FACILITIES REVENUE BONDS, SERIES 2015, AND (2) THE EXECUTION AND DELIVERY OF FINANCING DOCUMENTS
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BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE PUBLIC CULTURAL AND ENTERTAINMENT FACILITIES COOPERATIVE DISTRICT OF THE CITY OF FOLEY, ALABAMA (the "Board"), as follows:
Section 1. The Board does hereby approve, adopt, authorize, direct, ratify and confirm:
(a) the financing and acquisition of “projects” (within the meaning of Chapter 99B of Title 11 of the Code of Alabama 1975; herein the “Enabling Law”) to be located in the City of Foley to include the following (collectively the “Project”):
(1) 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;
(2) 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;
(3) 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 issuance of Cultural and Entertainment Facilities Revenue Bonds, Series 2015, in a principal amount of $15,285,000 (the "Bonds"), under Trust Indenture dated December 1, 2015 (the “Indenture”) by the Board and Regions Bank, as trustee (the “Trustee”) to finance the Project;
(c) the representations, warranties, agreements, and covenants of the Board set forth in, and the transactions to be undertaken by the Board pursuant to, the following documents:
(1) All conveyances by and to the Board with respect to the Project, or any part thereof, or any interest therein, including without limitation deeds, lease agreements, ground lease agreements, options to purchase or lease, mortgages, easements, licenses, and agreements of use and occupancy;
(2) Indenture;
(3) Funding Agreement dated December 1, 2015 by the City and the Board and the Trustee with respect to the Bonds;
(4) Continuing Disclosure Agreement dated the date of delivery by the Board with respect to the Bonds;
(5) Bond Purchase Agreement by the Board and Stifel, Nicolaus & Company, Incorporated; and
(6) Such other agreements, contracts, documents, instruments, and notices as shall be necessary, desirable, or required by law or the documents under which the Bonds are issued to carry out the purposes of this resolution as provided in the foregoing Indenture;
(d) the engagement of Stifel, Nicolaus & Company, Incorporated to provide all investment banking services, and underwriting services with respect to the issuance and sale of the Bonds, and Maynard, Cooper & Gale, PC, to act as bond counsel to the Board in connection with the issuance of the Bonds.
Section 2. The documents described in Section 1 of this resolution (herein collectively the "Financing Documents") are approved in substantially the form and of substantially the content as the Financing Documents presented to and considered by the Board of Directors, with such changes or additions thereto or deletions therefrom as the officer of the Board executing those of the Financing Documents to which the Board is a party signatory thereto (herein collectively the "Board Documents") shall approve, which approval shall be conclusively evidenced by execution of the Board Documents by such officer as hereinafter provided.
Section 3. The Financing Documents presented to, considered and adopted by the Board of Directors shall be filed in the permanent records of the Board.
Section 4.
(a) The Chair and any Vice Chair of the Board are each hereby authorized and directed to execute, acknowledge and deliver the Board Documents for and on behalf of and in the name of the Board. The Secretary or an Assistant Secretary of the Board is hereby authorized and directed to attest the same.
(b) Any prior execution of the Board Documents by any of the aforesaid officers is hereby ratified and confirmed.
Section 5.
(a) The Board shall issue the Bonds pursuant to the Indenture. The Bonds shall be issued under and secured by the Indenture as therein provided, shall be in the form and contain the provisions therein set forth for the Bonds (including without limitation principal amount, interest rates, principal and interest payment schedules of date and amount, redemption provisions, offering prices and uses of proceeds), and shall be executed in the name and on behalf of the Board by the officers thereof as provided in the Indenture.
(b) The officers of the Board are hereby authorized and directed so to execute the Bonds as provided in the Indenture.
(c) The Trustee is authorized and directed to authenticate and register the Bonds and to deliver the Bonds on behalf of the Board to the purchaser or purchasers thereof.
Section 6.
(a) The Bonds are hereby awarded and ordered sold to Stifel, Nicolaus & Company, Incorporated, under and pursuant to the Bond Purchase Agreement referenced in Section 1(c)(5).
(b) The Chair of the Board shall issue a receipt acknowledging payment of the purchase price of the Bonds, and said receipt shall be full acquittal for the payment of such purchase price, and the purchaser shall be under no duty to inquire as to the application of the proceeds of the Bonds.
Section 7. The Official Statement dated December 15, 2015 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 at this meeting is hereby approved and adopted. The Board does hereby find and determine that the Official Statement 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 Chair or the Vice-Chair is hereby authorized to execute and deliver the Official Statement for and on behalf of and in the name of the Board, with such changes or additions thereto or deletions therefrom as he may deem necessary or desirable in order to state fully and correctly the pertinent facts concerning the Board and the Bonds offered thereby. Any prior execution and delivery of the Official Statement or any preliminary official statement is hereby ratified and confirmed.
Section 8. The Board does hereby constitute and appoint each of the persons holding the office or position set forth below as an “Authorized District Representative” under, and for purposes of, the Indenture:
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Office or Position |
Name |
|
|
|
|
Chairman |
Floyd A. Davis, and successor |
|
Secretary |
Charles J. Ebert III, and successor |
|
City Administrator |
Michael Thompson, and successor |
Section 9.
(a) The Chair and the Secretary of the Board are hereby authorized and directed to take or cause to be taken, in the name and behalf of the Board, all of the actions required by the provisions of the Indenture to be taken in order to effect the purposes of this resolution; to execute, deliver and file such related financing documents and security agreements as may be necessary or desirable to carry out the provisions of this resolution or complete the financing herein authorized; and to execute and deliver to the purchaser and to the attorneys approving the legality of the Bonds such certified copies of proceedings of the Board and such closing papers, proofs and statements containing such representations of fact and law as may be necessary to demonstrate the validity of the Bonds and the Financing Documents, the absence of any pending or threatened litigation with respect to the Bonds and such instruments or any matter referred to therein or in this resolution, the exclusion of interest on the Bonds from gross income for federal income taxation, and the exemption of interest on the Bonds from State of Alabama income taxation.
(b) All actions previously taken, and all agreements, commitment letters, contracts, documents and instruments previously executed and delivered with respect to the Bonds and the Financing Document and the transactions hereby approved, by any officer of the Board, are hereby approved, ratified and confirmed.
Section 10. The Board does hereby approve, adopt, ratify, and confirm the seal impressed on these minutes as and for the official corporate seal of the Board and said seal shall remain in the custody of the Secretary of the Board, who is hereby authorized to affix the same to bonds, contracts, proceedings and other documents of the Board.
Section 11.
(a) All proceedings, resolutions, orders, ordinances, or parts thereof, of the Board in conflict or inconsistent with the provisions or purposes of this resolution hereby are, to the extent of such conflict or inconsistency, repealed.
(b) This resolution shall take effect immediately.