Title
A Resolution Authorizing The Exercise Of The City's Repurchase Option Under Section 2(c) Of The Statutory Warranty Deed To IRH Foley, LLC (Baldwin County Instrument No. 2073627) And The Reconveyance Of Undeveloped Property In Zones 2, 3, And 4
Summary
This resolution authorizes the City to exercise its repurchase option under the Statutory Warranty Deed with IRH Foley, LLC, following IRH's failure to timely commence development of the second phase of the workforce housing project as required by the deed. The resolution authorizes the Mayor and City officials to execute all necessary documents, complete the required subdivision, accept reconveyance of the undeveloped property in Zones 2, 3, and 4 for the contractual repurchase price of $10.00, and take any actions necessary to protect the City's interests and complete the transaction.
Body
WHEREAS, by Statutory Warranty Deed with Reservations dated June 12, 2023 (Instrument No. 2073627, Baldwin County Probate Office) (the "Deed"), the City of Foley, Alabama (the "City") conveyed to IRH Foley, LLC ("IRH") Lot 1, Sportstown Village Subdivision, Phase 1 (Slide 2604-B) (the "Property") for nominal consideration; and
WHEREAS, the conveyance was made to incentivize IRH to construct dormitory-style housing for J-1 Visa holders and transient workers, serving the public purpose of supplying workforce housing to businesses upon which City revenues depend; and
WHEREAS, the conveyance was subject to conditions ensuring the Property's return to the City if municipal benefits are not realized, including the repurchase option in Section 2 of the Deed; and
WHEREAS, the Deed requires development in four phases: Buildings 1-2 (Phase 1), Buildings 3-4 (Phase 2), Buildings 5-6 (Phase 3), and Buildings 7-8 (Phase 4); and
WHEREAS, Section 2(c) of the Deed provides that if the Grantee completes Buildings 1 and 2 but fails to commence vertical construction of Buildings 3 and 4 within thirty-six (36) months of the Deed's date, the City may repurchase the undeveloped portions in Zones 2, 3, and 4 for Ten Dollars ($10.00), with IRH retaining Zone 1 and necessary access and utility easements; and
WHEREAS, Buildings 1 and 2 were timely completed, but the 36-month period expired on June 12, 2026, and IRH failed to commence vertical construction of Buildings 3 and 4; and
WHEREAS, the conditions precedent to the City's Section 2(c) repurchase option have been satisfied, and the City's right to repurchase the undeveloped portions in Zones 2, 3, and 4 (the "Repurchased Property") for $10.00 is now exercisable; and
WHEREAS, Section 2(j) of the Deed requires the parties to subdivide the Property, with closing by statutory warranty deed within thirty (30) days of subdivision approval; and
WHEREAS, the City Council has determined it is in the City's best interest to exercise its Section 2(c) repurchase option;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Foley, Alabama, as follows:
Section 1: The foregoing recitals are incorporated herein by reference and adopted as findings of the City Council as though fully set forth in this operative section.
Section 2: The City Council authorizes and directs the exercise of the City's Section 2(c) repurchase option for the Repurchased Property for $10.00.
Section 3: The Mayor is authorized to execute, and the City Clerk to attest and deliver, a Notice of Exercise of Repurchase Option to IRH in form approved by the City Attorney.
Section 4: The City Council authorizes tender of $10.00 to IRH contemporaneously with or promptly following delivery of the Notice.
Section 5: The Mayor and City Clerk are authorized to execute all instruments necessary to complete the repurchase, and to incur any expenses incidental or necessary therewith, including cooperating in the subdivision required by Section 2(j), accepting a statutory warranty deed for the Repurchased Property, and providing for IRH's retention of Zone 1 and its reserved easements.
Section 6: The Mayor, City Clerk, and City Attorney are authorized to protect the City's interest in the Repurchased Property, including title curative measures and initiating or defending any necessary legal action.
Section 7: This Resolution shall take effect immediately upon its adoption.