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A RESOLUTION AUTHORIZING THE EXECUTION OF THAT CERTAIN LOAN TERMINATION AGREEMENT AND CANCELLATION OF PROMISSORY NOTES.
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WHEREAS, on or about October 16, 2013, The City of Foley Public Facilities Cooperative District, an Alabama public corporation (the “District”), purchased certain real property located at 20733 Miflin Road, Foley, Alabama 36535 (the “Miflin Road Property”) from the City of Foley, an Alabama municipal corporation (the “City”), for a purchase price of $2,320,579, and in connection therewith, executed that certain Promissory Note in favor of the City in the original principal amount of $2,320,579.00 (the “Miflin Note”); and
WHEREAS, on or about February 17, 2014, the District purchased certain real property located at 410 East Section Avenue, Foley, Alabama 36535 (the “Section Avenue Property”) from the City for a purchase price of $3,250,000.00, and in connection therewith, executed that certain Promissory Note in favor of the City in the original principal amount of $3,250,000.00 (the “Section Note”, and collectively with the Miflin Note, the “Notes”); and
WHEREAS, the District subsequently transferred the Miflin Road Property and the Section Avenue Property to Coastal Alabama Farmers’ and Fishermen’s Market, Inc., an Alabama nonprofit corporation, in connection with a New Markets Tax Credit (“NMTC”) transaction involving financing for the development of a farmers’ and retail market on the Miflin Road Property and a wholesale distribution facility on the Section Avenue Property; and
WHEREAS, in accordance with NMTC regulations, the compliance period for the NMTC transaction ended on July 11, 2021 and the NMTC transaction was terminated on July 15, 2021; and
WHEREAS, as a result of the completion and termination of the NMTC transaction, the District and the City now desire to terminate the Notes; and
WHEREAS, it is deemed necessary, desirable and in the best interest of the taxpayers and citizens of the City for the City to enter into the transaction described above, which the City hereby desires to approve.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FOLEY, ALABAMA (the “Council”) GOVERNING BODY OF THE CITY OF FOLEY, ALABAMA, as follows:
1. The Council does hereby approve, adopt, authorize, direct, ratify and confirm:
(a) the cancellation and termination of the Notes;
(b) the covenants of the City set forth in, and the transactions to be undertaken by the City pursuant to, the Loan Termination Agreement and Cancellation of Promissory Notes (the “Termination Agreement”):
2. The Termination Agreement is approved in substantially the form and of substantially the content as attached hereto as Exhibit “A” and presented to and considered by the Council, with such changes or additions thereto or deletions therefrom as the Mayor shall approve, which approval shall be conclusively evidenced by execution of the Termination Agreement by the Mayor as hereinafter provided.
3. The Termination Agreement presented to, considered and adopted by the Council shall be filed in the permanent records of the City.
4. The Mayor is hereby authorized and directed to execute, acknowledge and deliver the Termination Agreement for and on behalf of and in the name of the City. The Secretary of the City is hereby authorized and directed to attest the same. Any prior execution of the Termination Agreement by any of the aforesaid officers is hereby ratified and confirmed.
5. The Mayor and the Secretary, or either of them, is hereby authorized and directed to execute, deliver and file such related agreements, documents, instruments and notices as may be necessary or desirable to carry out the provisions of this resolution or complete the transactions herein authorized.
6. Any prior actions taken or agreements made or documents executed by any officers of the City in connection with the Termination Agreement and the transactions therein authorized and approved are hereby ratified and confirmed.
7. All ordinances, resolutions, orders, or parts thereof in conflict or inconsistent with any provision herein hereby are, to the extent of such conflict or inconsistency, repealed.
8. This resolution shall take effect immediately.