Title
Amendment to Tax Abatement Agreement By City of Foley, Alabama and Park at Owa, LLC and Shops at Owa at Owa, LLC.
Summary
Description of Topic: (who, what, where, when, why and how much)
Budgetary Impact:
Non-Capital Item:
____ Budgeted under account #_______________ (discussion item)
____ Not budgeted, requesting transfer of $__________ from Account #______________ to Account #_____________.
____ Not budgeted requiring increase to account #___________ in the amount of $____________.
Capital - Departmental
____ Budgeted under account #______________ for $___________ and described in budget as __________________________________.
Additional amount needed, if any: Increase in budget of $_____________ OR, transfer of $___________ from Account #____________ to Account #_______________
____ Not Budgeted - account #____________ requires budget increase of $_____________.
Capital Project - **THE PRE-PROJECT CHECKLIST AND BUDGET CHECKLIST MUST BE ATTACHED TO THIS FILE**
In current year Capital Projects Plan:
_____ Yes, planned amount $___________, requesting $_________ as total project estimate, including contingencies, under account #_________________
_____ No, requesting $___________ as total project estimate, including contingencies, under account #____________________
...Body
FOR VALUE RECEIVED, and in consideration of the mutual agreements herein and in the Original Abatement Agreement, the undersigned do hereby covenant and agree as follows:
Section 1. Incorporation of Defined Terms
(a) Capitalized terms used herein without definition shall have the respective meanings assigned thereto in the Original Abatement Agreement.
(b) Park at OWA LLC Project shall mean the part of the Project described in the Application attached hereto as Exhibit A.
(c) Shops at OWA LLC Project shall mean the part of the Project described in the Application attached hereto as Exhibit B.
(d) Original Abatement Agreement shall mean the Tax Abatement Agreement dated July 5, 2016 by the Granting Authority and the Company.
Section 2. Representations
The Company, Park at OWA and Shops at OWA hereby represent and warrant to the Granting Authority as follows:
(a) Park at OWA is duly organized under the laws of the State of Alabama.
(b) Park at OWA is registered with the Alabama Secretary of State to do business in the State of Alabama.
(c) Park at OWA is an Affiliate or Subsidiary of the Company within the meaning of the Original Abatement Agreement.
(d) Park at OWA will own or operate the part of the Project described on the Application attached hereto as Exhibit A.
(e) Shops at OWA is duly organized under the laws of the State of Alabama.
(f) Shops at OWA is registered with the Alabama Secretary of State to do business in the State of Alabama.
(g) Shops at OWA is an Affiliate or Subsidiary of the Company within the meaning of the Original Abatement Agreement.
(h) Shops at OWA will own or operate the part of the Project described on the Application attached hereto as Exhibit B.
Section 3. Agreements of Granting Authority
The Granting Authority hereby covenants and agrees that the Park at OWA Project and Shops at OWA Project shall be part of the Project for all purposes of the Original Abatement Agreement and the abatements granted in Section 3 of the Original Abatement Agreement shall apply to, and benefit, the Park at OWA Project and Ships at OWA Project in all respects.
Section 4. Agreements of The Company, Park at OWA and Shops at OWA
Park at OWA and Shops at OWA hereby covenants and agrees (i) to be bound by the Original Abatement Agreement with respect to the Park at OWA Project and Shops at OWA Project and (ii) that all provisions of the Original Abatement Agreement with respect to the Company shall be binding upon and enforceable against Park at OWA and Shops at OWA.
Section 5. General Provisions
The Granting Authority, Company, Park at OWA and Shops at OWA hereby covenant and agree:
(a) This Agreement shall become part of the Original Abatement Agreement for all purposes thereof.
(b) This Agreement shall be construed in accordance with, governed by, the laws of the State of Alabama without regard to principles of conflict of laws.
(c) This Agreement may be executed in any number of counterparts, each of which shall be an original and all such counterparts shall together constitute one and the same agreement.
(d) This Agreement shall be binding upon the successors and assigns of the Granting Authority, the Company, Park at OWA and Shops at OWA.
Section 6. Notices.
(a) Any notices to the Granting Authority and the Company shall be given and made in accordance with Section 19 of the Original Abatement Agreement.
(b) Any notice to Park at OWA or Shops at OWA under this Agreement shall be made in writing and delivered thereto at the following addresses or at such other addresses as shall have been provided by Park at OWA or Shops at OWA and acknowledged in writing:
Park at OWA
c/o James T. Martin
Creek Indian Enterprises Development Authority
100 Brookwood Road
Atmore, Alabama 36502
Shops at OWA
c/o James T. Martin
Creek Indian Enterprises Development Authority
100 Brookwood Road
Atmore, Alabama 36502
Section 7. Termination
This Agreement shall terminate and be discharged simultaneously with the termination and discharge of the Original Abatement Agreement.