Title
A RESOLUTION AUTHORIZING A SPECIAL
ECONOMIC DEVELOPMENT GRANT AGREEMENT
BY THE CITY OF FOLEY, ALABAMA
AND
FOLEY SQUARE, LLC (Phase II)
Body
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FOLEY, ALABAMA (THE “COUNCIL”), AS GOVERNING BODY OF THE CITY OF FOLEY, ALABAMA (the “City”), as follows:
Section 1. The Council, upon evidence duly presented to and considered by it, has found and determined, and does hereby find, determine and declare as follows:
(a) The City and Foley Square, LLC (the “Owner”) have prepared that certain Special Economic Development Grant Agreement to be dated the date of delivery (the “Special Economic Development Grant Agreement”), as set forth in Exhibit A hereto, for the purposes referenced therein.
(b) The City has the power and authority under Amendment No. 772 of the Constitution of Alabama of 1901, as amended (“Amendment No. 772”) to authorize, deliver and perform the Special Economic Development Grant Agreement.
(c) The expenditure of public funds for the purposes specified in the Special Economic Development Grant Agreement will serve a valid and sufficient public purpose, notwithstanding any incidental benefit accruing to any private entity or entities.
(d) (1) On September 7, 2016, the City caused to be published in The Onlooker, which newspaper has the largest circulation in the City, the notice required by Amendment No. 772, a true and correct copy of which notice is attached to this Resolution as Exhibit B.
(2) The information set forth in said notice is true and correct.
(3) Publication of said notice is hereby ratified and confirmed. 03776072.1
Section 2. The Council does hereby approve, adopt, authorize, direct, ratify and confirm:
(a) the agreements, covenants, and undertakings of the City set forth in the Special Economic Development Grant Agreement, and
(b) the terms and provisions of the Special Economic Development Grant Agreement, in substantially the form and of substantially the content as set forth in Exhibit A hereto, with such changes thereto (by addition or deletion) as the Council President shall approve and as shall not increase the amount or the term of the obligations of the City thereunder, which approval shall be conclusively evidenced by execution and delivery of the Special Economic Development Grant Agreement as hereinafter provided.
Section 3.
(a) The Mayor is hereby authorized and directed to execute and deliver the Special Economic Development Grant Agreement for and on behalf of and in the name of the City. The City Clerk is hereby authorized and directed to affix the official seal of the City to the Special Economic Development Grant Agreement and to attest the same.
(b) The Mayor, the Council President 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, and petitions and proceedings, with respect to the Special Economic Development Grant Agreement, as the Mayor, the Council President and such officers shall determine to be necessary or desirable to carry out the provisions of this resolution or the Special Economic Development Grant Agreement or duly and punctually observe and perform all agreements and obligations of the City under the Special Economic Development Grant Agreement.
Section 4. All prior actions taken, and agreements, documents or notices executed and delivered, by the Mayor, the Council President or any officer or member of the Council or 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 Special Economic Development Grant Agreement and the terms and provisions thereof, are hereby approved, ratified and confirmed.
Section 5. All ordinances, resolutions, orders, or parts of any thereof, of the Council in conflict, or inconsistent, with any provision of this resolution hereby are, to the extent of such conflict or inconsistency, repealed.
Section 6. Validation.
(a) The City desires, before the issuance of the Special Economic Development Grant Agreement, to validate the legality of all proceedings had or taken in connection therewith, the validity of the Project User Fees as the means provided for the payment of the obligations of the City under the Special Economic Development Grant Agreement, and the validity of all covenants and provisions contained in this Resolution and the Special Economic Development Grant Agreement, by filing a petition against the taxpayers and citizens of the City in the Circuit Court of Baldwin County, Alabama. A complaint to validate such Special Economic Development 03776072.1
Grant Agreement, proceedings, and covenants shall be filed and validation proceedings shall be instituted in the name of the City and the members of the governing body of the City. Maynard, Cooper & Gale, P.C., Birmingham, Alabama, is hereby designated and appointed as the attorneys of the City to file such complaint, institute such proceedings, and to take all steps necessary to complete such validation proceedings in accordance with the provisions of Article 17 of Chapter 6 of Title 6 of the CODE OF ALABAMA 1975.
(b) The City desires, before the issuance of the Amended and Restated Special Economic Development Grant Agreement by the City and Foley Square, LLC, to validate the legality of all proceedings had or taken in connection therewith, the validity of the Project User Fees as the means provided for the payment of the obligations of the City under the Amended and Restated Special Economic Development Grant Agreement, and the validity of all covenants and provisions contained in this Resolution and the Amended and Restated Special Economic Development Grant Agreement, by filing a petition against the taxpayers and citizens of the City in the Circuit Court of Baldwin County, Alabama. A complaint to validate such Amended and Restated Special Economic Development Grant Agreement, proceedings, and covenants shall be filed and validation proceedings shall be instituted in the name of the City and the members of the governing body of the City. Maynard, Cooper & Gale, P.C., Birmingham, Alabama, is hereby designated and appointed as the attorneys of the City to file such complaint, institute such proceedings, and to take all steps necessary to complete such validation proceedings in accordance with the provisions of Article 17 of Chapter 6 of Title 6 of the CODE OF ALABAMA 1975.
(c) Any actions heretofore taken by such attorneys in connection with the filing of such petition or such validation proceedings are hereby ratified and confirmed.
Section 7. This resolution shall take effect immediately.