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HomeMy WebLinkAboutO-1431ORDINANCE NO. 1431 BE IT ORDAINED by the City Council (herein called the "Council") of the City of Fairhope (the "City"), in the State of Alabama, as follows: Section 1. Findings. The Council has ascertained and does hereby find and declare that the following facts are true and correct: (a) The Fairhope Airport Authority (the "Authority") has heretofore issued and delivered its $8,845,000 Airport Improvement Bonds, Series 2007 (the "Series 2007 Bonds"), the proceeds of which were used to pay the costs of (i) acquiring two parcels of real property (the "Property") located around and adjacent to the site of the existing operations of the municipal airport within the City (the "Airport") for future expansion of the Airport including, but not limited to, extending the existing runway and/or constructing a new runway at the airport, constructing a terminal facility, providing a noise reduction buffer area, and constructing parking and general landscape improvements; (ii) constructing and improving taxiways at the Airport; and (iii) refinancing a loan previously made to construct and acquire hangars for general use by aircraft owners and operators (collectively, the "2007 Project"). (b) In connection with the issuance of the Series 2007 Bonds the Authority requested that the City assist the Authority in financing the 2007 Project by entering into that certain Appropriation Agreement dated as of March 1, 2007 (the "2007 Appropriation Agreement") pursuant to which the City agreed to appropriate funds to the Authority on a limited, annual basis and in amounts referable to certain payments and other costs owed by the Authority in connection with the Series 2007 Bonds. (c) The Authority has determined to issue and deliver its $8,910,000 Airport Improvement Refunding Bond, Series 2010 (the "Series 2010 Bond") in order to redeem and retire the Series 2007 Bonds, and in connection therewith has requested that the City enter into an "Appropriation Agreement" in order to provide the Authority funds equal to maturing installments of debt service on the Series 2010 Bond, a copy of which shall be attached as Exhibit A to the minutes of the meeting at which this Ordinance is adopted, with respect to and only during each fiscal year of the City during which the Appropriation Agreement shall be in effect. (d) In consideration of the City's execution and delivery of the proposed Appropriation Agreement the Authority has agreed to enter into an 2 "Agreement for Sale and Purchase" whereby the Authority will agree to sell the Property to the City upon the occurrence of certain conditions described therein and subject and subordinate to the Authority's mortgage securing the Series 2010 Bond and all other agreements entered into by the Authority in connection with the issuance of the Series 2010 Bond. (e) The operation and expansion of the Airport has facilitated economic growth and development within the City. (f) The Authority is a "related public corporation" as that term is defined in Chapter 63 of Title 11 of the Code of Alabama of 1975, as amended. (g) In order to enable the improvement and expansion of the Airport, the City Council hereby deems it necessary, desirable and in the public interest that the City enter into the Appropriation Agreement and the Agreement for Sale and Purchase, each as described below. Section 2. Approval of Agreements and Related Documents. Pursuant the applicable provisions of the constitution and laws of Alabama, including particularly Section 4-3-49 and Chapter 63 of Title 11 of the Code of Alabama of 1975, as amended, the Mayor and all other officers of the City are hereby authorized and directed to execute, seal, attest and deliver on behalf of the City the following documents and such other documents, instruments and certificates and to take such other actions on behalf of the City as may be necessary and appropriate in connection with the sale by the Authority of the Series 2010 Bond: (a) An Appropriation Agreement between the City and the Authority in substantially the form presented to the meeting at which this Ordinance is adopted (which form shall be attached as Exhibit B to the minutes of the meeting at which this Ordinance is adopted and which is hereby adopted in all respects as if set out in full in this Ordinance); (b) An Agreement for Sale and Purchase between the City and the Authority setting forth certain understandings and agreements between the City and the Authority respecting the Property in substantially the form presented to the meeting at which this Ordinance is adopted (which form shall be attached as Exhibit C to the minutes of the meeting at which this Ordinance is adopted and which is hereby adopted in all respects as if set out in full in this Ordinance). 3 Section 3. Provisions of Ordinance Severable. The provisions of this Ordinance are hereby declared to be severable in the event that any provision hereof shall be held invalid by a court of competent jurisdiction; such invalidity shall not affect any other portion of this Ordinance. ADOPTED this 23rd of August, 2010 isa . Hanks, City Clerk Councilmember Kingrea moved that the rules bet suspended and unanimous consent be given for immediate consideration of and action on the said ordinance, which motion was seconded by Councilmember Quinn and, upon the same being put to vote, the following vote was recorded: YEAS NAYS Debbie Quinn Daniel Stankoski Lonnie Mixon Mike Ford Rick Kingrea The chairman thereupon declared that the motion for unanimous consent for immediate consideration of and action on the said ordinance had been unanimously carried. Councilmember Quinn thereupon moved that the foregoing ordinance be adopted, which motion was seconded by Councilmember Stankoski and, upon the same being put to vote, the following was recorded: rd YEAS NAYS Debbie Quinn Daniel Stankoski Lonnie Mixon Mike Ford Rick Kingrea The chairman thereupon announced that the motion for adoption of the said ordinance has been unanimously carried. EXHIBIT A SERIES 2010 BOND THIS BOND MAY BE TRANSFERRED ONLY TO AN "ACCREDITED INVESTOR" AS DEFINED IN THE SECURITIES AND EXCHANGE ACT OF 1933 AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND ONLY UPON COMPLIANCE WITH APPLICABLE STATE AND FEDERAL SECURITIES LAWS AND WITH THE RESOLUTION REFERRED TO HEREIN $8,935,000 Dated: August 26, 2010 UNITED STATES OF AMERICA STATE OF ALABAMA FAIRHOPE AIRPORT AUTHORITY AIRPORT IMPROVEMENT REFUNDING BOND SERIES 2010 The FAIRHOPE AIRPORT AUTHORITY, a public corporation under the laws of the State of Alabama (herein called the "Authority"), hereby promises to pay to RBC BANK (USA), or its assigns (the "Purchaser"), the principal sum of EIGHT MILLION NINE HUNDRED THIRTY-FIVE THOUSAND DOLLARS in annual installments of principal becoming become due and payable on March 1 of each year, commencing March 1, 2013, in the amounts and at the times as follows: Maturity Date Principal Amount (March 1) Maturing 2013 _ $240,000 2014 255,000 2015 270,000 2016 285,000 2017 305,000 2018 320,000 2019 340,000 2020 6,920,000 The interest rate on this bond is subject to change from time to time based on changes in an independent index which is the LIBOR Base Rate (the "Index"). The Index is not necessarily the lowest rate charged by the Purchaser on its loans or bonds purchased by the Purchaser. If the Index becomes unavailable during the term of this bond, the Purchaser may designate a substitute Index (as further described in this paragraph below) after providing reasonable written notice of the same to the Authority. The Purchaser will notify the Authority in writing of the current Index rate upon the Authority's request. The interest rate change will not occur more often than each month. The "LIBOR Base Rate" is the London Interbank Offer Rate for U.S. dollars for a term of one month which appears on Bloomberg Professional screen BBAM (or any generally recognized successor method or means of publication) as of 11:00 A.M., London time, two (2) London business days prior to the day on which the rate will become effective. The rate will initially become effective on the date of this bond as shown on the face hereof. Thereafter, the rate will change and a new rate will become effective on the first calendar day of each succeeding month. If for any reason the London Interbank Offer Rate is not available, the "LIBOR Base Rate" shall mean the rate per annum which banks charge each other in a market comparable to England's Eurodollar market on short-term money in U. S. dollars for an amount substantially equivalent to the principal amount due under this bond, as determined at 11:00 A.M., London time, two (2) London business days prior to the day on which the rate will become effective, as determined in the Purchaser's sole discretion. The Purchaser's determination of such interest rate shall be conclusive, absent manifest error. The Authority understands that the Purchaser may make loans or purchase bonds based on other rates as well. Interest on the unpaid principal balance of this bond will be calculated using a rate of 135 basis points (1.35%) over the Index. If a payment is 15 days or more late, the Authority will be charged 5.000% of the unpaid portion of the regularly scheduled payment. Interest shall be computed on the basis of a 360 day year with 12 months of 30 days each, and shall be payable in arrears on the first day of each month, commencing September 1, 2010, (each, an "Interest Payment Date") until this bond shall have been fully paid. In the event an Interest Payment Date is not a Business Day, the interest due hereon shall be payable on the then next succeeding Business Day. This bond has been issued pursuant to the applicable provisions of the constitution and laws of the State of Alabama, including particularly Section 4-340 et seq. of the Code of Alabama 1975, as amended (the "Enabling Law"), and a resolution (the "Resolution") of the governing body of the Authority duly and legally adopted on August 9, 2010, to provide funds for the purposes for which the Authority is authorized to borrow money under the Enabling Law. This bond evidences a valid limited obligation of the Authority for payment of the principal of and the interest on which the Authority has irrevocably pledged all funds and amounts received by (or for the account of) the Authority under an Appropriation Agreement dated of even date herewith from the City of Fairhope, Alabama (the "2010 Appropriation Agreement"). The indebtedness evidenced and ordered paid by this bond is and shall be a limited obligation of the Authority payable solely from amounts received by the Authority pursuant to the 2010 Appropriation Agreement. Performance by the Authority of its payment obligations under this bond shall be secured by the 2010 Mortgage. The general faith and credit of the Authority are not pledged to payment of the principal of or the interest or premium, if any, on this bond, and this bond shall not be a general obligation of the Authority. None of the agreements, representations or warranties made or implied in the Resolution, or in the issuance of this bond shall ever impose any personal or pecuniary liability or charge upon the Authority, whether before or after any breach by the Authority of any such agreement, representation or warranty, except with the moneys herein provided. The Authority shall not in any manner be liable for payment of the principal of or the premium, if any, or interest on this bond or for the performance of any of the obligations of the Authority herein contained or contained in the Resolution other than out of amounts received by the Authority under the 2010 Appropriation Agreement. Nothing contained in this paragraph, however, shall relieve the Authority or its 2 officers from its or their obligation to perform the several agreements on its or their part contained herein or in the Resolution so long as such performance does not impose a general liability or charge upon the Authority. The Authority shall have the right of prepaying the principal of this bond, in whole or in part, on any date at and for a redemption price equal to 100% of the principal amount to be redeemed, plus accrued interest (if any) to the days set for redemption (said date, the "Redemption Date"), upon not less than five (5) Business Days prior written notice to the Purchaser; provided, that any principal prepayments shall be in amounts not less than $100,000 and, in any event, in increments of $10,000. Prepayments of principal shall be deemed to apply to those principal installments with the latest maturities, in inverse order. If any notice of redemption specifies a Redemption Date that is not a Business Day, such notice shall be deemed to specify the next following Business Day. It is hereby certified that the indebtedness evidenced hereby has been duly and legally incurred and will at the maturity hereof become lawfully due without condition, abatement or offset of any description; that all conditions, actions and things required by the constitution and laws of the State of Alabama to exist, be performed and happen precedent to and in the issuance of this bond, exist, have been performed and have happened. K, IN WITNESS WHEREOF, the Authority has caused this bond to be executed and its official seal to be hereunto affixed by the Chairman of the Board of Directors. of the Authority and has caused the same to be attested by the Secretary of the Authority, both of whom have hereunto subscribed their signatures and are hereunto duly authorized, and has caused this bond to be dated as of the date set forth on the first page hereof. [SEAT,] Attest: r-- ecretary FAHMOPE AIRPORT AUTHORITY By aU �"L Chairm Board of Directors 4 Certificate of Registration I hereby certify that this bond was at the time of issuance thereof duly registered by me as a limited obligation of the FAIRHOPE AIRPORT AUTHORITY. a4--)l t s:: � � Secretary FAIRHOPE AIRPORT AUTHORITY 5 APPROPRIATION AGREEMENT between FAIRHOPE AIRPORT AUTHORITY and CITY OF FAIRHOPE, ALABAMA $8,935,000 FAIRHOPE AIRPORT AUTHORITY Airport Improvement Refunding Bond Series 2010 APPROPRIATION AGREEMENT between FAIRHOPE AIRPORT AUTHORITY, a public corporation organized and existing under the provisions of the laws of the State of Alabama (herein sometimes called the "Authority"), and CITY OF FAIRHOPE, ALABAMA (herein sometimes called the "City") RECITALS: WHEREAS, the Authority has heretofore issued and delivered its $8,845,000 Airport Improvement Bonds, Series 2007 (the "Series 2007 Bonds"), the proceeds of which were used to pay the costs, of (i) acquiring two parcels of real property (the "Property") located around and adjacent to the site of the existing operations of the municipal airport within the City (the "Airport") for future expansion of the Airport including, but not limited to, extending the existing runway and/or constructing a new runway at the airport, constructing a terminal facility, providing a noise reduction buffer area, and constructing parking and general landscape improvements; (ii) constructing and improving taxiways at the Airport; and (iii) refinancing a loan previously made to construct and acquire hangars for general use by aircraft owners and operators (the "Improvements"); and WHEREAS, in connection with the ' issuance of the Series 2007 Bonds the Authority requested that the City assist the Authority in acquiring the Property, refinancing the Loan and acquiring and constructing the Improvements by entering into that certain Appropriation Agreement dated as of March 1, 2007 (the "2007 Appropriation Agreement") pursuant to which the City agreed to appropriate funds to the Authority on a limited, annual basis and in amounts referable to certain payments and other costs owed by the Authority to Allied Irish Banks p.l.c. in connection with the Series 2007 Bonds; and WHEREAS, the Authority has determined issue and deliver its $8,935,000 Airport Improvement Refunding Bond, Series 2010 (the "Series 2010 Bond") in order to redeem and retire the Series 2007 Bonds, and in connection therewith has requested that the City enter into this Appropriation Agreement in order to provide the Authority funds equal to maturing installments of debt service on the Series 2010 Bond, a copy of which is attached as Exhibit A hereto, with respect to and only during each fiscal year of the City during which this Appropriation Agreement shall be in effect; and WHEREAS, the operation and expansion of the Airport has facilitated economic growth and development within the City, and the City has determined to enter into this Appropriation Agreement with the Authority. NOW THEREFORE, in consideration of the respective agreements on the part of the Authority and the City herein contained, the Authority and the City do hereby agree as follows: Section 1. Appropriation Agreement to be Effective for Initial Term and all Renewal Terms Thereafter. The Authority and the City hereby acknowledge that the initial term of this Appropriation Agreement shall begin on the date of delivery of this Appropriation Agreement and shall end on September 30, 2010 (herein sometimes called the "Initial Term"). Section 2. Options to Extend. After the expiration of the Initial Term, the City shall have the option to renew and extend this Appropriation Agreement for a term of twelve months beginning on October 1, 2010, and continuing thereafter until and including September 30, 2011, and shall have the further option from year to year thereafter to renew this Appropriation Agreement .for successive terms of twelve months each, each such term to coincide with the fiscal year of the City beginning on October 1 and continuing until and including the next succeeding September 30; provided however, that if this Appropriation Agreement shall not be renewed for any of the terms provided for herein, this Appropriation Agreement shall thereupon terminate and no renewal may thereafter be made for any subsequent term. Such option to renew this Appropriation Agreement for any such fiscal year shall be deemed to have been exercised and shall therefore be automatically exercised unless on or prior to the first day of such fiscal year the governing body of the City shall adopt a resolution electing not to renew this Appropriation Agreement for such fiscal year. Section 3. Payment Provisions. So long as this Appropriation Agreement shall be in effect, the City will, on or before the dates specified or otherwise referenced on Exhibit A, pay to the Authority, in immediately available funds, an amount sufficient to enable the Authority to make the payments of principal and interest with respect to the Series 2010 Bond as set forth on Exhibit A hereto and made a part hereof as if set forth in full herein. By the execution and delivery hereof; the City approves the terms and conditions of said borrowing by the Authority. The obligation of the City to make the payments provided for herein for any fiscal: year of the City during which this Appropriation Agreement shall be in effect and to make all other payments provided for herein and to perform and observe the other agreements and covenants on its part herein contained shall be absolute and unconditional, irrespective of any rights of set-off, recoupment or counterclaim it might otherwise have against the Authority. Section 4. Payment Obligation Limited Obligation; Limited to Current Revenues for Fiscal Year when Payable. The obligation on the part of the City to pay the amounts required to be paid, and to perform the agreements on the part of the City herein required to be performed during any fiscal year of the City during which this Appropriation Agreement is in effect, shall constitute a limited obligation of the City, payable solely out of the revenues and receipts received by the City during the fiscal year of the City during which any such amount is payable. The City intends to cause this Appropriation Agreement to be included within the City budget each fiscal year of the City for which this Appropriation Agreement is in effect. Anything in this Appropriation Agreement to the contrary notwithstanding, no budget of the City shall be deemed to require the City to pay or appropriate any funds which would not otherwise be due under this Appropriation Agreement. Section 5. This Appropriation Agreement Not a Debt. The State of Alabama shall not in any manner be liable for any obligations or agreements contained in this Appropriation Agreement. The amounts payable by the City under the provisions hereof shall never create a debt of the City within the meaning of Section 225 of the Constitution of the State of Alabama. 2 Section 6. Limited Effect of Appropriation Agreement on Obligation of City. Neither the execution and delivery of this Appropriation Agreement nor any other actions taken by the City in connection with the issuance by the Authority of the Series 2010 Bond shall obligate the City to renew or extend this Appropriation Agreement for any period following the Initial Term. Section 7. Authority. This Appropriation Agreement is being entered into pursuant to authority conferred upon the City by the Constitution and laws of the State of Alabama, including particularly Chapter 63 of Title 11 of the Code of Alabama 1975, as amended. The Authority agrees to comply with the provisions of said Constitution and laws, including the provisions of the said Chapter 63 in the receipt and application of amounts paid by the City to the Authority pursuant to the provisions of this Appropriation Agreement. Section 8. Assignment. This Appropriation Agreement may be assigned and pledged by the Authority as security for the Series 2010 Bond. This Appropriation Agreement shall not be assigned by the City, and any instrument purporting or attempting to assign the interest of the City hereunder shall be void; provided, that the Authority may assign its rights to receive amounts from the City pursuant to this Appropriation Agreement to any holder of the Series 2010 Bond. Section 9. City Consent to Amendment of Series 2010 Bond. The Authority hereby covenants and agrees that it shall not alter, amend or otherwise modify the terms of the Series 2010 Bond without the prior written consent of the City, and any attempted alteration, amendment or modification to the Series 2010 Bond for which the City has not provided its prior written consent shall be deemed of no force or effect. Section 10. Termination of 2007 Appropriation Agreement. The City and the Authority hereby agree that upon the execution and delivery of this Appropriation Agreement and the issuance and delivery of the Series 2010 Bond the 2007 Appropriation Agreement shall terminate and be deemed null and void and of no further force or effect. Section'11. Binding Effect. This Appropriation Agreement shall inure to the benefit of and shall be binding upon the Authority, the City and their respective successors and assigns. Section 12. Severability. In the event that any provision of this Appropriation Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such provision shall be deemed and construed to be severable from the remaining provisions of this Appropriation Agreement with the intended result that such holding shall not invalidate or render unenforceable any other provisions of this Appropriation Agreement. 3 IN WITNESS WHEREOF, the Authority has caused this Appropriation Agreement to be executed by its Chairman, has caused its corporate seal to be hereunto affixed, and has caused this Appropriation Agreement to be attested by its Secretary, both of whom are hereunto duly authorized, and the City has caused this Appropriation Agreement to be executed by its Mayor, has caused its corporate seal to be hereunto affixed, and has caused this Appropriation Agreement to be attested by its City Clerk, both of whom are hereunto duly authorized, all in several counterparts, each of which shall be deemed an original, and the Authority and the City have caused this Appropriation Agreement to be dated August 26, 2010. [SEAL] Attest: Secretary ty Clerk n LE FAIRHOPE AIRPORT AUTHORITY Chairman Board of D CITY OF FAIRHOPE, ALABAMA AGREEMENT FOR SALE AND PURCHASE This Agreement for Sale and Purchase (the "Agreement") is made and entered into by and between the City of Fairhope, Alabama, a municipal corporation (the "City"), and Fairhope Airport Authority, an Alabama public corporation (the "Authority"). RECITALS: The City has previously authorized and approved the formation of the Authority and transferred to the Authority the H.L. "Sonny" Callahan Airport (sometimes also known as the Fairhope Municipal Airport and referred to herein as the "Airport"), located within the City. In order to foster continued economic growth and development within the City, as well as to improve the quality of life and well-being of the citizens of the City, the Authority has previously (i) acquired certain parcels of real property located at or around the Airport and more particularly described in Exhibit A attached hereto (the "New Property") for future expansion and improvement of the Airport; (ii) constructed and acquired taxiways and related capital improvements at the Airport; and (iii) refinanced a construction loan made to construct and acquire aircraft hangars for use by aircraft owners and operators at the Airport (the "2007 Airport Improvement Project" and, together with the New Property, the "2007 Project"). In order to finance the 2007 Project the Authority issued its $8,845,000 Airport Improvement Bonds, Series 2007 (the "Series 2007 Bonds"). In connection with the issuance of the Series 2007 Bonds the City and the Authority entered into an Appropriation Agreement, dated as of March 1, 2007 (the "2007 Appropriation Agreement"), providing for payments to the Authority of certain amounts necessary to provide for the payment of the principal of and interest on the Series 2007 Bonds and certain other fees and expenses with respect thereto. In connection with the 2007 Appropriation Agreement the City and the Authority also entered into an Agreement, dated March 15, 2007 (the "2007 Purchase Agreement"), providing that under certain conditions and subject and subordinate to certain agreements entered into with respect to the Series 2007 Bonds, the Authority, upon written request from the City, was obligated to transfer fee simple title in and to the New Property and all improvements thereon to the City for consideration of $10.00. The Authority has determined and deemed it necessary, desirable and in the public interest for the Authority to issue and deliver its $8,935,000 Airport Improvement Refunding Bond, Series 2010 (the "2010 Bond"), in order to make funds available to refund and retire the Series 2007 Bonds and to pay the costs of issuing the 2010 Bond, and RBC Bank (USA) (the "Purchaser") has agreed to purchase the Bond from the Authority. As security for the payment of the 2010 Bond the Authority will deliver a Mortgage and Security Agreement in favor of the Purchaser respecting the Property (the "2010 Mortgage") which may be recorded by the Purchaser upon the occurrence of certain events described in the 2010 Mortgage. In connection with the issuance of the 2010 Bond the City and the Authority have entered into an Appropriation Agreement of even date herewith (the "2010 Appropriation Agreement") pursuant to which the City has agreed to appropriate during each fiscal year of the City during which the 2010 Appropriation Agreement is in effect an amount equal to the amounts then due on the Bond, all subject to the terms of the 2010 Appropriation Agreement. As a condition to the delivery of the 2010 Appropriation Agreement by the City the City and the Authority have agreed to enter into this Agreement to set forth the agreements and understandings of the City and the Authority with respect to the New Property and improvements thereon. NOW THEREFORE, the parties hereby covenant, promise and agree as follows: If, at any time on or after March 15, 2012, while the 2010 Bond is outstanding and the 2010 Appropriation Agreement is in effect the Authority does not reimburse the City for principal payments made by the City under the Appropriation Agreement, upon written request of the City the Authority shall be obligated to transfer fee simple title in and to the New Property and all improvements thereon to the City in exchange for $10.00 from the City. , 2. The terms of this Agreement are subject to the 2010 Bond and the 2010 Mortgage and any and all other agreements entered into or executed in connection with the issuance of the 2010 Bond on or as of the date hereof (collectively, the "Bond Documents'). In the event the terms of this Agreement shall conflict with the terms of the Bond Documents, the terms of the Bond Documents shall govern. IN WITNESS WHEREOF, the parties have set their hands and seals on this 26`h day of (SEAL) Attest: r Secr tary 11114281_1 2 �2 CITY OF FAIRHOPE, ALABAMA FAIRIHOPE AIRPORT A �ian of the of Directors STATE OF ALABAMA COUNTY OF BALDWIN I, l IWL L �. Y1arell� , a notary public in and for said County in said State, hereby certify that Timothy M. Kant, whose name as Mayor of the City of Fairhope, a municipal corporation, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of the instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said municipal corporation. Given under my hand this the A—Oday of �' 2010. [SEAL] C:�"'y�U6CGt C�LZ�C Notary Public NOTARY PUBLIC STATIC OR ALABAMA AT LARGE My commission expires:BONDICD THRU NOTARY PUBLIC UNDICRWRn'ERS STATE OF ALABAMA COUNTY OF BALDWIN I, " , a notary public in and for said County in said State, hereby cert0y that Charles R. Zunk, whose name as Chairman of the Board of Directors of the Fairhope Airport Authority, a public corporation, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of the instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation. �,Q Given under my hand this the X day of , 2010. [SEAL] r- 00,01 -J#j M- NOTARY My commission expires: my ���T, °F �� .: Ht; gpNpEp THgUNOTA• ar 1 7. 201 4 RY PUBLIC UNDERWRITER? 3 1D0Z4011:711I1 Property Description (Description of Land) PARCEL "I" COMMENCE AT THE NORTHWEST CORNER OF SECTION 4, TOWNSHIP 7 SOUTH, RANGE 2 EAST, BALDWIN COUNTY, ALABAMA, RUN THENCE NORTH 89056' 18" EAST A DISTANCE OF 666.41 FEET TO A POINT; THENCE 00011'42" WEST A DISTANCE OF 40.00 FEET TO A POINT; THENCE RUN SOUTH 89053'41" EAST A DISTANCE OF 125.18 FEET TO A POINT ON THE SOUTH RIGHT-OF-WAY OF MARLOW ROAD FOR THE POINT OF BEGINNING; THENCE RUN SOUTH 89052' 10" EAST ALONG SAID RIGHT-OF-WAY A DISTANCE OF 1208.46 FEET TO A POINT; THENCE RUN SOUTH 89°52'43" EAST ALONG SAID RIGHT-OF-WAY A DISTANCE OF 382.59 FEET TO A POINT; THENCE DEPARTING SAID RIGHT-OF-WAY RUN SOUTH 09033'03" WEST A DISTANCE OF 866.40 FEET TO A POINT; THENCE RUN NORTH 80025' 14" WEST A DISTANCE OF 299.95 FEET TO A POINT; THENCE RUN SOUTH 09°33'41" WEST A DISTANCE OF 1500.63 FEET TO A POINT; THENCE RUN SOUTH, 21°31'33" EAST A DISTANCE OF 163.51 FEET TO A POINT; THENCE RUN SOUTH 21°22'30" EAST A DISTANCE OF 199.60 FEET TO A POINT; THENCE RUN NORTH 89°43' 17" WEST A DISTANCE OF 1166.74 FEET TO A POINT; THENCE RUN NORTH 00°21'02" EAST A DISTANCE OF 1330.82 FEET TO A POINT; THENCE RUN NORTH 00°18'45" WEST A DISTANCE OF 332.25 FEET TO A POINT; THENCE RUN NORTH 00018'11" WEST A DISTANCE OF 332.28 FEET TO A POINT; THENCE RUN NORTH 00011'56" EAST A DISTANCE OF 276.52 FEET TO A POINT; THENCE RUN SOUTH 89043'45" EAST A DISTANCE OF 125.13 FEET TO A POINT; THENCE RUN NORTH 00°12'25" EAST A DISTANCE OF 348.54 FEET TO THE POINT OF BEGINNING; CONTAINING 77.33 ACRES MORE OR LESS. PARCEL "2" COMMENCE AT THE NORTHWEST CORNER OF SECTION 4, TOWNSHIP 7 SOUTH, RANGE 2 EAST, BALDWIN COUNTY, ALABAMA, RUN THENCE NORTH 89°56' 18" EAST A DISTANCE OF 666.41 FEET TO A POINT; THENCE RUN SOUTH 00*11'42" WEST A DISTANCE OF 40.00 FEET TO A POINT; THENCE RUN SOUTH 89°53'41" EAST A DISTANCE OF 125.18 FEET TO A POINT ON THE SOUTH RIGHT-OF-WAY OF MARROW ROAD; THENCE RUN SOUTH 89052' 10" EAST ALONG SAID SOUTH RIGHT-OF-WAY A DISTANCE OF 1208.46 FEET TO A POINT; THENCE RUN SOUTH 89°52'43" EAST ALONG SAID SOUTH RIGHT-OF-WAY A DISTANCE OF 382.59 FEET TO THE POINT OF BEGINNING; THENCE RUN SOUTH 89°50'39" EAST ALONG SAID SOUTH RIGHT-OF-WAY A DISTANCE OF 451.91 FEET TO A POINT; THENCE RUN SOUTH 09014'07" WEST A DISTANCE OF 634.39 FEET TO A POINT; THENCE RUN SOUTH 0993'41" WEST A DISTANCE OF 55.86 FEET TO A POINT; THENCE RUN SOUTH 47055'44" WEST A DISTANCE OF 320.95 FEET TO A POINT; THENCE RUN SOUTH 09°32'22" WEST A DISTANCE OF 299.97 FEET TO A POINT; THENCE RUN NORTH 80°28'31" WEST A DISTANCE OF 466.41 FEET TO A POINT; THENCE RUN SOUTH 09°31'52" WEST A DISTANCE OF 1338.67 FEET TO A POINT; THENCE RUN NORTH 2191'33" WEST A DISTANCE OF 163.51 FEET TO A POINT; THENCE RUN NORTH 09°33'41" EAST A DISTANCE OF 1500.63 FEET TO A POINT; THENCE RUN SOUTH 80°25' 14" EAST A DISTANCE OF 299.95 FEET TO A POINT; THENCE RUN NORTH 09033'03" EAST A DISTANCE OF 866.40 FEET TO THE POINT OF BEGINNING; CONTAINING 14.98 ACRES MORE OR LESS. PARCEL "3" COMMENCE AT THE NORTHWEST CORNER OF SECTION 4, TOWNSHIP 7 SOUTH; RANGE 2 EAST, BALDWIN COUNTY, ALABAMA, RUN THENCE NORTH 89°56'18" EAST A DISTANCE OF 666.41 FEET TO A POINT; THENCE 00"11'42" WEST A DISTANCE OF 40.00 FEET TO A POINT; THENCE RUN SOUTH 00'11'56" WEST A DISTANCE OF 624.69 FEET TO A POINT; THENCE RUN SOUTH 00°18'11" EAST A DISTANCE OF 332.28 FEET TO A POINT; THENCE RUN SOUTH 00018'45" EAST A DISTANCE OF 332.25 FEET TO A POINT; THENCE RUN SOUTH 00021'02" WEST A DISTANCE OF 1330.82 FEET TO THE POINT OF BEGINNING; THENCE RUN SOUTH 89043' 17" EAST A DISTANCE OF 663.36 FEET TO A POINT; THENCE RUN SOUTH 00026'41" WEST A DISTANCE OF 1068.34 FEET TO A POINT; THENCE RUN NORTH 89035'52" WEST A DISTANCE OF 145.00 FEET TO A POINT; THENCE RUN SOUTH 00009'55" WEST A DISTANCE OF 392.36 FEET TO A POINT; THENCE RUN SOUTH 89°32'42" EAST A DISTANCE OF 145.00 FEET TO A POINT; THENCE RUN SOUTH 00°27' 18" WEST A DISTANCE OF 50.00 FEET TO A POINT; THENCE RUN NORTH 89°32'41" WEST A DISTANCE OF 870.05 FEET TO A POINT; THENCE RUN NORTH 00°27' 14" EAST A DISTANCE OF 50.00 FEET TO A POINT; THENCE RUN SOUTH 89°32'46" EAST A DISTANCE OF 665.07 FEET TO A POINT; THENCE RUN NORTH 00°09'54" EAST A DISTANCE OF 392.26 FEET TO A POINT; THENCE RUN NORTH 89031'29" WEST A DISTANCE OF 166.41 FEET TO A POINT; THENCE RUN NORTH 89033'02" WEST A DISTANCE OF 166.05 FEET TO A POINT; THENCE RUN NORTH 89030'46" WEST A DISTANCE OF 332.60 FEET TO A POINT; THENCE RUN NORTH 00015'36" EAST A DISTANCE OF 649.36 FEET TO A POINT; THENCE RUN SOUTH 89045'41 EAST A DISTANCE -OF 209.47 FEET TO A POINT; THENCE RUN NORTH 00021'02" EAST A DISTANCE OF 416.74 FEET TO THE POINT OF BEGINNING; CONTAINING 20.90 ACRES MORE OR LESS. PARCEL 11411 COMMENCE AT THE NORTHWEST CORNER OF SECTION 4, TOWNSHIP 7 SOUTH, RANGE 2 EAST, BALDWIN COUNTY, ALABAMA, RUN THENCE NORTH 89056' 18" EAST A DISTANCE OF 666.41 FEET TO A POINT; THENCE RUN SOUTH 00011'42" WEST A DISTANCE OF 40.00 FEET TO A POINT; THENCE RUN SOUTH 00*11'56" WEST A DISTANCE OF 624.69 FEET TO A POINT; THENCE RUN SOUTH 00'18'11" EAST A DISTANCE OF 332.28 FEET TO A POINT; THENCE RUN SOUTH 00°18'45" EAST A DISTANCE OF 33.25 FEET TO A POINT; THENCE RUN SOUTH 00021'02" WEST A DISTANCE OF 1330.82 FEET TO A POINT; THENCE RUN SOUTH 89043' 17" EAST A DISTANCE OF 663.36 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 89043' 17" EAST A DISTANCE OF 503.38 FEET TO A POINT; THENCE RUN SOUTH 21022'30" EAST A DISTANCE OF 599.72 FEET TO A POINT; THENCE RUN SOUTH 80032' 15" EAST A DISTANCE OF 296.25 FEET TO A POINT; THENCE RUN SOUTH 09018'03" WEST A DISTANCE OF 921.58 FEET TO A POINT; THENCE RUN NORTH 80°41'57" WEST A DISTANCE OF 45.96 FEET TO A POINT; THENCE RUN NORTH 09°18'03" EAST A DISTANCE OF 16.48 FEET TO A POINT; THENCE RUN NORTH 89°22'53" WEST A DISTANCE OF 832.21 FEET TO A POINT; THENCE RUN NORTH 00°27' 18" EAST A DISTANCE OF 25.00 FEET TO A POINT; THENCE RUN SOUTH 89°32'42" EAST A DISTANCE OF 188.04 FEET TO A POINT; THENCE RUN NORTH 00°10'47" EAST A DISTANCE OF 392.66 FEET TO A POINT; THENCE RUN NORTH 89035'52" WEST A DISTANCE OF 188.14 FEET TO A POINT; THENCE RUN NORTH 00026'41" EAST A DISTANCE OF 1068.34 FEET TO THE POINT OF BEGINNING; CONTAINING 26.42 ACRES MORE OR LESS. PARCEL "S" COMMENCE AT THE SOUTHEAST CORNER OF SECTION 4, TOWNSHIP 7 SOUTH; RANGE 2 EAST, BALDWIN COUNTY, ALABAMA, RUN THENCE NORTH 00°17'31" EAST A DISTANCE OF 2586.59 FEET TO A POINT; THENCE RUN NORTH 89°49'37" WEST A DISTANCE OF 41.70 FEET TO A POINT ON THE WEST RIGHT-OF-WAY OF BALDWIN COUNTY HIGHWAY NUMBER 13 FOR THE POINT OF BEGINNING, THENCE RUN SOUTH 89°59'05" WEST A DISTANCE OF 1615.47 FEET TO A CONCRETE MONUMENT ON THE EAST BOUNDARY OF FAIRHOPE MUNICIPAL AIRPORT; THENCE RUN NORTH 09°34'09" EAST A DISTANCE OF 2660.30 FEET ALONG SAID EAST BOUNDARY OF FAIRHOPE MUNICIPAL AIRPORT TO A POINT ON THE SOUTH RIGHT-OF-WAY LINE OF MARLOW ROAD AKA BALDWIN COUNTY HIGHWAY NUMBER 32; THENCE RUN SOUTH 89°46'04" EAST ALONG SAID SOUTH RIGHT-OF-WAY A DISTANCE OF 229.00 FEET TO A POINT; THENCE RUN SOUTH 00015'25" WEST A DISTANCE OF 1295.21 FEET TO A POINT; THENCE RUN SOUTH 89047'21" EAST A DISTANCE OF 956.35 FEET TO A POINT ON THE WEST RIGHT-OF-WAY LINE OF BALDWIN COUNTY HIGHWAY NUMBER 13; THENCE RUN SOUTH 00°16'23" WEST A DISTANCE OF 1323.22 FEET ALONG SAID WEST RIGHT-OF-WAY TO THE POINT OF BEGINNING; CONTAINING 55.84 ACRES MORE OR LESS. PARCEL "6" COMMENCE AT THE SOUTHEAST CORNER OF SECTION 4, TOWNSHIP 7 SOUTH; RANGE 2 EAST, BALDWIN COUNTY, ALABAMA, RUN THENCE NORTH 00°17'31" EAST A DISTANCE OF 1117.91 FEET TO A POINT; THENCE RUN NORTH 89°49'37" WEST A DISTANCE OP 41.18 FEET TO A POINT ON THE WEST RIGHT-OF=WAY LINE OF BALDWIN COUNTY HIGHWAY NUMBER 13 FOR THE POINT OF BEGINNING, THENCE RUN NORTH 89°36'00" WEST A DISTANCE OF 1870.42 FEET TO A POINT ON THE EAST BOUNDARY OF FAIRHOPE MUNICIPAL AIRPORT; THENCE RUN NORTH 09°34'37" EAST A DISTANCE OF 1577.05 FEET ALONG SAID EAST BOUNDARY TO A CONCRETE MONUMENT; THENCE RUN NORTH 89059'05" .EAST A DISTANCE OF 1615.47 FEET TO A POINT ON SAID WEST RIGHT-OF-WAY OF BALDWIN COUNTY HIGHWAY NUMBER 13; THENCE RUN SOUTH 00°16'23" WEST ALONG SAID RIGHT-OF-WAY 1568.59 FEET TO THE POINT OF BEGINNING; CONTAINING 62.51 ACRES MORE OR LESS.