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AN ORDINANCE AUTHORIZING (A) THE SALE AND CONVEYANCE OF CERTAIN REAL PROPERTY NO LONGER NEEDED FOR MUNICIPAL PURPOSES AND (B) THE GRANT OF AN OPTION TO PURCHASE CERTAIN REAL PROPERTY, EACH TO USS INNOVATIONS, LLC
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WHEREAS, the City of Foley (the “City”) owns certain real property located in the City and consisting of approximately 18.5 acres, to be confirmed through final survey, and located in Foley, Baldwin County, Alabama (the “Property”), which is generally described and depicted on Appendix 1 attached hereto; and
WHEREAS, the City has determined that the Property is no longer needed for municipal purposes; and
WHEREAS, pursuant to the applicable laws of the State of Alabama, including Amendment No. 772 of the Constitution of Alabama of 1901, as amended (“Amendment 772”), the City and [Glacier, LLC, an Alabama limited liability company] (the “Company”), have agreed to the terms of that certain Project Agreement to be dated as of its date of execution (the “Project Agreement”) for the purposes referenced therein; and
WHEREAS, USS Innovations, LLC, as the purchasing affiliate of [Glacier, LLC] under the Project Agreement (the “Company”) has expressed a desire to purchase the Property from the City for Fifty Thousand Dollars ($50,000) per net usable acre, not including easements, to be confirmed through a final survey and to be mutually agreed upon by the City and the Company and to develop the Property as an approximately 30,000-40,000 square foot building and related buildings and improvements to be used as a medical device manufacturing facility, Innovation Campus, and to house the Company’s Corporate Headquarters (the “Project”); and
WHEREAS, the City desires to authorize the Mayor to execute and deliver, on behalf of the City, a Purchase and Sale Agreement with the Company, substantially in the form attached as Appendix 2 (the “Purchase and Sale Agreement”), together with such other instruments as may be reasonably necessary or desirable to effectuate the sale authorized by this Ordinance;
WHEREAS, the City further owns certain additional real property in Baldwin County, Alabama, distinct from the Property, as described and/or depicted on Appendix 4 (the “Option Property”); and
WHEREAS, the City has determined that the Option Property is not needed for municipal purposes and wishes to grant an option to purchase the Option Property to the Company, in furtherance of economic development objectives associated with the Company’s intended expansions of the Project; and
WHEREAS, the City desires to authorize the Mayor to execute and deliver, on behalf of the City, an Option to Purchase with the Company, substantially in the form attached as Appendix 5 (the “Option Agreement”), and to execute a Memorandum of Option for recording in the Office of
the Judge of Probate of Baldwin County, Alabama, together with such other instruments as may be reasonably necessary or desirable to effectuate the purposes of this Ordinance; and
WHEREAS, the sale and option authorized hereby are contemplated by and are in furtherance of the Project Agreement approved by the City Council on the same date hereof.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF FOLEY, ALABAMA, as follows:
1. It is hereby established and declared that the real property of the City of Foley, Alabama, described and depicted on Appendix 1 hereto, is no longer needed for municipal purposes.
2. The Mayor and the City Clerk are authorized and directed to execute and attest, respectively, a Purchase and Sale Agreement substantially in the form attached as Appendix 2 (the “Purchase and Sale Agreement”), subject to final approval by the City Attorney as to form and consistency with this Ordinance. The sale of the Property authorized herein shall be consummated pursuant to, and in accordance with, the Purchase and Sale Agreement.
3. The Mayor and the City Clerk are authorized and directed to execute and attest, respectively, a Statutory Warranty Deed substantially in the form attached as Appendix 3 (subject to final approval by the City Attorney) conveying the Property to the Company for Fifty Thousand Dollars ($50,000) per net usable acre, and to record the fully executed deed in the Office of the Judge of Probate of Baldwin County, Alabama, with a copy on file in the office of the City Clerk.
4. The Mayor and the City Clerk are authorized to execute and attest any and all other documents and instruments reasonably necessary to complete the conveyance of the Property, consistent with this Ordinance and as approved by the City Attorney.
5. It is established and declared that the real property described and/or depicted on Appendix 4 (the “Option Property”) is not needed for municipal purposes for purposes of granting the option authorized herein.
6. The Mayor and the City Clerk are authorized and directed to execute and attest, respectively, for and on behalf of the City, an Option to Purchase substantially in the form attached as Appendix 5 (the “Option Agreement”), subject to final approval by the City Attorney as to form and consistency with this Ordinance. The Option Agreement may include the terms set forth therein regarding the option term, inspection rights, title and survey processes, closing mechanics, and other customary provisions.
7. The Mayor and the City Clerk are authorized and directed to execute and attest a Memorandum of Option in substantially the form attached to the Option Agreement (Appendix 5), and to cause it to be recorded in the Office of the Judge of Probate of Baldwin County, Alabama, together with any other filings necessary to provide public notice of the Option Agreement, all as approved by the City Attorney.
8. The Mayor and the City Clerk are authorized to execute and attest such ancillary documents, certificates, affidavits, and instruments, and to approve and make non-substantive or ministerial changes to the Option Agreement, Memorandum of Option, and related documents as may be necessary or desirable to carry out the purposes of this Ordinance, so long as such changes are approved by the City Attorney and are not inconsistent with the substantive terms of this Ordinance.
9. This Ordinance shall become effective immediately upon its adoption and publication as required by law.