Title
A RESOLUTION AUTHORIZING A TAX ABATEMENT AGREEMENT BY THE CITY OF FOLEY, ALABAMA AND FOLEY HOLDINGS LLC, AND RELATED DOCUMENTS, PURSUANT TO CHAPTER 9B OF TITLE 40 OF THE CODE OF ALABAMA 1975
Body
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FOLEY, ALABAMA (THE "COUNCIL"), AS THE GOVERNING BODY OF THE CITY OF FOLEY, ALABAMA ("CITY"), as follows:
ARTICLE 1
Definitions and Representations
Section 1.01 Definitions of Capitalized Terms
As used herein the following terms shall have the following meanings:
Agreement shall mean that certain Tax Abatement Agreement dated the date of delivery, together with all Attachments and Exhibits thereto, by the City and the Company, as at any time amended, restated or supplemented.
Application shall mean the application for the abatement of certain taxes by the Company pursuant to Section 40-9B-6(a) of the Enabling Law.
Bond Counsel shall mean Maynard, Cooper & Gale, PC.
City shall mean the City of Foley, Alabama.
Company shall mean Foley Holdings LLC and its successors and assigns.
Enabling Law shall mean Chapter 9B of Title 40 of the Code of Alabama 1975.
Transaction Documents shall have the meaning assigned in Section 2.01.
Section 1.02 Representations of the City.
The City has found and determined and does hereby find, determine and declare as follows:
(a) The City has the authority to deliver the Agreement pursuant to the Enabling Law.
(b) (1) The City has received the Application from the Company.
(2) The Application contains information that permits the City to make a reasonable cost/benefit analysis as to the proposed Project described therein and to determine the economic benefits to the community.
(c) The Application and the Agreement provide for the abatements of the following taxes for the periods provided therein and as prescribed by the Enabling Law:
(1) all state and local noneducational property taxes;
(2) all construction-related transaction taxes, except those local construction-related transaction taxes levied for educational purposes or for capital improvements for education.
(d) It is in the best interests of the taxpayers and citizens of the City that the Agreement, and the tax abatements therein provided for the Project and the term, be approved.
ARTICLE 2
Authorization of Execution, Delivery and
Performance of Transaction Documents
Section 2.01. Authorization of Transaction Documents
(a) The City does hereby approve, adopt, authorize, direct, ratify and confirm the terms and provisions of, the representations and warranties of the City set forth in, the obligations and transactions to be undertaken by the City pursuant to, and the execution and delivery by the City of, the following (collectively, the "Transaction Documents"):
(1) The Agreement, in substantially the form presented, and the abatement of the taxes described therein for the period provided therefor;
(2) All agreements, assignments, documents, instruments and notices which may be desirable or necessary to be executed, delivered and performed to effect the purposes of and transactions under the Transaction Documents.
(b) The Transaction Documents are approved in substantially the form and of substantially the content as presented to and considered by the City, with such changes or additions thereto or deletions therefrom as the officer of the City executing the same shall approve, which approval shall be conclusively evidenced by the execution of the Transaction Documents by such officer as provided in this Resolution.
(c) The Transaction Documents presented to, considered and adopted by the City shall be filed in the permanent records of the City.
Section 2.02 Authorization of Execution, Delivery and Performance of Transaction Documents
(a) The Mayor of the City is hereby authorized and directed to execute, deliver and effect the performance of, the Transaction Documents for and on behalf of and in the name of the City.
(b) The City Clerk is hereby authorized and directed to attest and seal the Transaction Documents to the extent required thereby.
(c) The Mayor and the City Clerk are each authorized and directed to deliver a certified copy of this Resolution, the Application, and the Agreement to the Company, the Alabama Department of Revenue, and Baldwin County, Alabama, to the extent required by the Enabling Law.
ARTICLE 3
Limitation upon General Liability
Except as specifically provided in the Agreement, nothing contained in this Resolution, the Agreement, or in any other instrument shall be construed with respect to the City as incurring a pecuniary liability or charge upon the general credit of the City or against its taxing power, nor shall the breach of any agreement contained in this Resolution, the Agreement, or any other instrument or document executed in connection therewith impose any pecuniary liability upon the City or any charge upon its general credit or against its taxing power.
ARTICLE 4
General Authorization and Ratification
Section 4.01 General Authorization
The Mayor and the City Clerk are hereby authorized and directed (i) to take all such actions, and execute, deliver and file such related documents, agreements, instruments and notices, as may be necessary or desirable to carry out the purposes of this Resolution and effect the purposes of, and transactions to be undertaken pursuant to, the Transaction Documents, and (ii) to execute and deliver to the Company, counsel therefor, and Bond Counsel, such certified proceedings of the City and such closing papers, proofs and statements containing such representations of fact and law as may be necessary or desirable to demonstrate the validity of the Transaction Documents, and the absence of litigation (pending or threatened) with respect to any matter referred to herein.
Section 4.02 Ratification
Any prior action taken by or on behalf of the City or by any officer of the City, or any agreements, documents or term sheets executed by or on behalf of the City, in connection with the agreements, documents and transactions herein authorized, are hereby ratified and confirmed.
ARTICLE 5
Provisions of General Application
Section 5.01 Other Proceedings
(a) Any resolution, order, ordinance, or part thereof, in conflict or inconsistent with the provisions of this Resolution is hereby, to the extent of such conflict or inconsistency, repealed.
(b) The provisions of Section 5.01(a) shall not operate or be construed to revive any instrument, ordinance order or resolution, or part thereof, of the City.
Section 5.02. Effect of this Resolution
This Resolution shall take effect immediately.