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A RESOLUTION AUTHORIZING THE EXECUTION OF A PROJECT AGREEMENT BY AND BETWEEN THE CITY OF FOLEY, ALABAMA, AND [GLACIER, LLC]
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BE IT RESOLVED by the City Council (the “City Council”) of the City of Foley, Alabama (the “City”), as follows:
Section 1. The City Council, upon evidence duly presented to and considered by it, has found and determined, and does hereby find, determine and declare as follows:
(a) 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 “Agreement”) for the purposes referenced therein.
(b) The City owns a parcel of land consisting of approximately 18.5 acres located along the Foley Beach Express within the City of Foley in Baldwin County, Alabama, as more particularly depicted in Exhibit A to the Agreement (the “Property”).
(c) The City also owns a parcel of land abutting the Property to the west consisting of approximately 4.2 acres which may be made available to the Company under certain additional conditions, as set forth in the Agreement (the “Option Property”).
(d) The Company desires to purchase up to approximately 18.5 net usable acres of the Property for Fifty Thousand Dollars ($50,000) per net usable acre, to be confirmed through final survey and mutually agreed upon, and intends to develop the Property as an approximately 30,000-40,000 square foot facility and related improvements to be used as a medical device manufacturing facility, innovation campus, and the Company’s corporate headquarters (the “Project”).
(e) The Company anticipates that it will invest approximately Twelve Million Three Hundred Fifteen Thousand Dollars ($12,315,000) in the Project and that the Project will create at least thirty-three (33) full-time jobs meeting the Minimum Average Annual Wage requirements specified in the Agreement.
(f) In reliance on the Company’s representations regarding total capital investment and employment for the Project and in consideration of the expected economic impact, increased tax revenues, and other public benefits for the City and its citizens, the City has committed to make available to the Company certain incentives in the manner and amounts described in the Agreement, subject to existing law.
(g) The City’s incentives include, among other commitments, a City contribution incentive of up to Two Hundred Forty Thousand Dollars ($240,000) as reimbursement for certain eligible costs related to access road and utility improvements and/or approved design enhancements, all as more particularly described in the Agreement (the “City Contribution Incentive”).
(h) The City has applied for, and may utilize, State, federal, or other grant funding (“Grant Funding”) to construct access road and utility improvements serving the Project, including extensions across the Foley Beach Express, subject to approvals and availability, and without liability if such Grant Funding is not obtained, as set forth in the Agreement.
(i) The Company shall achieve specified capital investment milestones within defined timeframes and shall achieve and maintain the Jobs Target during the Jobs Maintenance Period, each as set forth in the Agreement, and the City’s rights with respect to suspension, reduction, or recapture of incentives are as set forth in the Agreement.
(j) The City’s obligations under the Agreement are subject to and conditioned upon the terms therein, including provisions related to purchase and sale and option agreements, access alignment, and repurchase rights if construction does not timely commence, all as provided in the Agreement.
(k) The City is authorized under Amendment 772 to grant public funds or things of value to or in aid of any private entity for the purpose of promoting the economic development of the City, and, pursuant thereto, it is necessary, desirable, and in the public interest for the City to provide the City Contribution Incentive and other commitments set forth in the Agreement.
(l) The City seeks, by undertaking its obligations pursuant to the Agreement, to promote the local economic and commercial development of the City; to promote the expansion and retention of business enterprise within the City; to increase employment in the City; to promote and develop for the public good and welfare trade, commerce, industry and employment opportunities in the City; and to promote the convenience, order, prosperity and welfare of its citizens, and the increased tax revenues, economic activity, creation of new jobs, and other benefits are expected to directly benefit the City.
(m) The provision of the City Contribution Incentive and other commitments for the purposes specified in the Agreement will serve a valid and sufficient public purpose, notwithstanding any incidental private benefit.
(n) (1) On December 24, 2025, the City caused to be published in a newspaper in circulation in the municipality the notice required by Section 94.01(d)(2).
(2) The information set forth in said notice is true and correct.
(3) Publication of said notice is hereby ratified and confirmed.
Section 2. The City Council hereby approves, adopts, authorizes, ratifies and confirms:
(a) the agreements, covenants, and undertakings of the City set forth in the Agreement, and
(b) the terms and provisions of the Agreement, in substantially the form submitted to the City Council, with such changes, insertions and omissions as may be approved by the officers executing the same, such approval to be conclusively evidenced by the execution thereof.
Section 3. The Mayor is hereby authorized and directed to execute and deliver the Agreement, together with any related Purchase and Sale Agreement and Option Agreement, in substantially the form attached to the Agreement as Exhibit B, for and on behalf of and in the name of the City. The City Clerk is hereby authorized and directed to attest the same and to affix the official seal of the City thereto.
Section 4. The Mayor and the officers of the City are each hereby authorized and directed to take all such actions, and execute, deliver and perform all such agreements, documents, instruments, notices, petitions, certifications and proceedings, including certificates of compliance and notices required or advisable in connection with Amendment 772, as any such officer shall determine to be necessary or desirable to carry out the provisions of this Resolution and the Agreement and to duly and punctually observe and perform all agreements and obligations of the City under the Agreement.
Section 5. All prior actions taken and all agreements, documents or notices executed and delivered by the Mayor, any officer or member of the City Council, or any other representative of the City in connection with the agreements, covenants and undertakings of the City hereby approved, or in connection with the preparation of the Agreement and the terms and provisions thereof, are hereby approved, ratified and confirmed.
Section 6. All resolutions, orders, or parts of any such resolutions or orders of the City Council in conflict or inconsistent with any provision of this Resolution hereby are, to the extent of such conflict or inconsistency, repealed.
Section 7. This Resolution shall take effect immediately upon its adoption.