Title
RESOLUTION APPROVING FUNDING AGREEMENT BY THE CITY OF FOLEY, ALABAMA
Summary
Description of Topic: (who, what, where, when, why and how much)
The purpose of the resolution is to authorize the execution and delivery of a Funding Agreement or Pledge Agreement by the City (the “Funding Agreement”) with respect to the unconditional obligation of the City, in the event of nonpayment by the Coastal Alabama Farmers’ and Fishermen’s Market, Inc., an Alabama nonprofit corporation (the “CAFFM”), to pay the principal of, premium, if any, and interest on the $1,400,000 maximum principal amount of loans from a bank or lending institution to be determined by CAFFM (“Lender”) to the CAFFM (the “Loan”), to finance the costs of the Project.
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
BE IT RESOLVED BY THE CITY COUNCIL OF CITY OF FOLEY, ALABAMA, (the “City”) as follows:
Section 1. The City has heretofore, upon evidence duly presented to and considered by it, found and determined, and does hereby find, determine and declare that:
(a) The City proposes, to execute and deliver a Funding Agreement or Pledge Agreement by the City (the “Funding Agreement”) with respect to the unconditional obligation of the City, in the event of nonpayment by the Coastal Alabama Farmers’ and Fishermen’s Market, Inc., an Alabama nonprofit corporation (the “CAFFM”) to pay (i) the principal of, premium, if any, and interest on the $1,400,000 maximum principal amount of loans from United Bank (the “Lender”) to the CAFFM (the “Loan”), to finance the costs of the Project hereinafter referenced, as more particularly described hereinbelow.
(b) The Funding Agreement will be executed and delivered by the City to the CAFFM.
(c) Pursuant to Amendment No. 772 to the Constitution of Alabama of 1901, as amended (“Amendment No. 772”), the City has caused the Notice attached hereto as Exhibit “A” (the “Notice”) to be published on December 9, 2015 in The Foley Onlooker with respect to certain actions proposed to be taken, and certain agreements proposed to be made and delivered, by the City, to provide for the financing the Project and the economic development of the City thereby.
(d) The Funding Agreement and United Bank’s term sheet (collectively the “Financing Documents”) has been prepared for and delivered to the City, and made available for public inspection.
(e) The expenditure of public funds for the purposes specified in the Notice and the Financing Documents will serve a valid and sufficient public purpose, notwithstanding any incidental benefit accruing to any private entity or entities. The City seeks to achieve, by undertaking its obligations pursuant to the Funding Agreement, to promote the local economic, commercial and industrial development of the City and to increase employment in the City and to promote and develop for the public good and welfare trade, commerce, industry, and employment opportunities in the City.
(f) It is necessary, desirable, and in the best interests of the taxpayers and citizens of the City for the City to deliver and perform the agreements and undertakings of the City set forth in the Financing Documents.
Section 2. The City does hereby approve, ratify and confirm (i) the form and content of, and the statements set forth in, the Notice and (ii) the publication of the Notice as set forth in Section 1 of this resolution.
Section 3. The City does hereby approve, adopt, authorize, direct, ratify and confirm the representations, warranties, agreements and covenants of the City set forth in, and the transactions to be undertaken by the City pursuant to, the Funding Agreement.
Section 4. The Financing Documents are approved in substantially the form and with substantially the content attached hereto as Exhibit “B” and as presented to and considered by the City Council, with such changes or additions thereto or deletions therefrom as the officer of the City executing those of the Financing Documents to which the City is a party signatory thereto (herein collectively the “City Documents”) shall approve, which approval shall be conclusively evidenced by execution of the City Documents by such officer as hereinafter provided.
Section 5. The Financing Documents presented to, considered and adopted by the City Council shall be filed in the permanent records of the City.
Section 6. The Mayor of the City is hereby authorized and directed to execute, acknowledge and deliver the City Documents for and on behalf of and in the name of the City. The City Clerk and Assistant City Clerk of the City are each hereby authorized and directed to attest the same.
Section 7. The officers of the City, or any one or more of them, are hereby authorized and directed to do and perform or cause to be done or performed in the name and on behalf of the City such other acts, and execute, deliver, file and record such other instruments, documents, certificates, notifications and related documents, all as shall be required by law or necessary or desirable to carry out the provisions and purposes of this Resolution and the Financing Documents.
Section 8. Any prior actions taken or agreements made or documents executed by any officers of the City in connection with the Financing Documents and the transactions therein authorized and approved are hereby ratified and confirmed.
Section 9.
(a) 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.
(b) This resolution shall take effect immediately.