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A RESOLUTION AUTHORIZING (i) acceptance of the assets and liabilities of Coastal Alabama Farmers’ and Fishermen’s Market, Inc. upon its dissolution and (ii) the obtaining of an appraisal to determine the value of the real property received from the dissolution in anticipation of a potential sale of such real property.
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WHEREAS, Coastal Alabama Farmers’ and Fishermen’s Market, Inc. (“CAFFM”) desires to dissolve and to distribute all of its assets to the City of Foley Alabama (the “City”) and in furtherance thereof to amend its Certificate of Formation and Bylaws in order to permit it to distribute its assets to the City upon dissolution;
WHEREAS, the assets to be distributed by CAFFM to the City includes the real property located at 20733 Miflin Rd, Foley, AL 36535 (the “Farmers’ Market”);
WHEREAS, a portion of the Farmers’ Market is currently leased to Moe’s Original Bar-B-Que of Foley, LLC and Loxley Farm Market, Inc., as tenants (the “Moe’s Building”);
WHEREAS, the leased portion of the Farmers’ Market is not needed for public or municipal purposes and the City desires to continue leasing such property as landlord;
WHEREAS, the City is considering a potential sale of the Moe’s Building and desires to obtain an appraisal in order to determine value of the Moe’s Building; 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 transactions 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 distribution and transfer of CAFFM’s assets to the City;
(b) the representations, warranties, agreements, and covenants, as applicable, of the City set forth in, and the transactions to be undertaken by the City pursuant to, the following documents (the “Closing Documents”), including the leases with Moe’s Original Bar-B-Que of Foley, LLC and Loxley Farm Market, Inc., which such leased property is not needed for a public or municipal purpose:
1. First Amendment to Certificate of Formation
2. First Amendment to Bylaws
3. Plan of Dissolution and Liquidation
4. Statement of Intent to Dissolve
5. Distribution Agreement
6. Termination Agreement for Tri-Party Landlord Agreement
7. Termination Agreement for Services Agreement
8. Quitclaim Deed
9. Assignment of Lease - Moe’s Original Bar-B-Que of Foley, LLC
10. Assignment of Lease - Loxley Farm Market, Inc.
11. Articles of Dissolution;
(c) the obtaining of an appraisal to determine the value of the Moe’s Building.
2. The Closing Documents are 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 executing those of the Closing Documents to which the City is a party signatory thereto shall approve, which approval shall be conclusively evidenced by execution of the Closing Documents by the Mayor as hereinafter provided.
3. The Closing Documents 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 Closing Documents 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 Closing Documents 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 Closing Documents 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.