HomeMy WebLinkAboutO-1590ORDINANCE NO. 1590
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) Fairhope Airport Authority (the "Authority") has heretofore issued
and delivered its $8,910,000 Airport Improvement Refunding Bond, Series 2010 (the
"Series 2010 Bond"), the proceeds of which were used to refinance the Authority's
$8,845,000 Airport Improvement Bonds, Series 2007 (the "Series 2007 Bonds").
The Series 2007 Bonds were issued to pay the costs of (i) acquiring two parcels of
real property (the "Property") located around and adjacent to the site of H.L.
"Sonny" Callahan Airport (the "Airport") in the City 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;
(iii) refinancing a loan previously made to construct and acquire hangars for general
use by aircraft owners and operators (collectively, the "2007 Project"); and
(iv) paying the costs of issuance of the financing.
(b) In connection with the issuance of the Series 2010 Bond, which is a
variable rate obligation, the Authority requested that the City assist the Authority in
refinancing the 2007 Project by entering into that certain Appropriation Agreement
dated August 26, 2010 (the "2010 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 2010 Bond.
(c) The Authority has determined to issue and deliver its fixed-rate
Airport Improvement Refunding Bond, Series 2017 (the "Series 2017 Bond") in
order to redeem and retire the Series 2010 Bond and to pay costs of issuance of the
Series 2017 Bond, and in connection therewith has requested that the City enter into
an Funding Agreement dated as of March 1, 2017 between the Authority and the
City (the "Funding Agreement") in order to provide the Authority funds equal to
maturing installments of debt service on the Series 2017 Bond. A specimen copy of
the Series 2017 Bond has been presented to the City Council at this meeting in
writing and shall be attached as Exhibit A to the minutes of the meeting at which this
Ordinance is adopted. A copy of the Funding Agreement has been presented to the
City Council at this meeting in writing and shall be attached as Exhibit B to the
minutes of the meeting at which this Ordinance is adopted.
(d) In consideration of the City's execution and delivery of the proposed
Appropriation Agreement, the Authority has agreed to enter into an Option
Agreement dated as of March 1, 2017 between the City and the Authority (the
"Option Agreement"), whereby the Authority will agree grant the City an option for
the purchase of certain property currently owned by the Authority so long as the
Series 2017 Bond is outstanding. A copy of the Option Agreement has been
presented to the City Council at this meeting in writing and shall be attached as
Exhibit C to the minutes of the meeting at which this Ordinance is adopted.
(e) The operation and expansion of the Airport has facilitated economic
growth and development within the City.
(f) Under Section 4-3-49 of the Code of Alabama 1975, as amended, the
City is authorized to aid the Authority, including granting or donating money or land
to the Authority, upon such terms and conditions, with or without consideration, as it
may determine.
(g) The Authority is a "related public corporation" as such term is defined
in Title 11, Chapter 63 of the Code of Alabama of 1975, as amended.
(h) 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 Funding Agreement and the Option Agreement, each as presented
to the meeting of the City at which this Ordinance was adopted.
(i) The proposed Series 2017 Bond, Funding Agreement and Option
Agreement are herein collectively referred to as the "Financing Documents".
Section 2. Approval of Agreements and Related Documents. Pursuant
the applicable provisions of the constitution and laws of the State of Alabama,
including particularly Section 4-3-49 and Title 11, Chapter 63 of the Code of
Alabama of 1975, the City Council of the City does hereby approve authorize, ratify
and confirm:
(a) the issuance of the Series 2017 Bond by the Authority, in
substantially the form presented to the meeting at which this Ordinance is adopted
(which form shall be attached to the minutes of the meeting at which this Ordinance
is adopted as Exhibit A and which is hereby adopted in all respects as if set out in
full in this Ordinance);
(b) a Funding Agreement in substantially the form presented to the
meeting at which this Ordinance is adopted (which form shall be attached to the
minutes of the meeting at which this Ordinance is adopted as Exhibit B and which is
hereby adopted in all respects as if set out in full in this Ordinance);
(c) an Option Agreement in substantially the form presented to the
meeting at which this Ordinance is adopted (which form shall be attached to the
minutes of the meeting at which this Ordinance is adopted as Exhibit C and which is
hereby adopted in all respects as if set out in full in this Ordinance); and
(d) the consummation of all other transactions described in the recitals to
this Ordinance or contemplated by the Financing Documents (the "Plan of Finance").
Section 3. Execution and Delivery of Financing Documents. The
Mayor, the City Treasurer or any other officer of the City are each hereby authorized
and directed to execute and deliver, on behalf of the City, the Financing Documents
to which the City is a party in substantially the form presented to the City Council at
this meeting with such changes or additions thereto or deletions therefrom as the
officer executing the same shall approve, which approval shall be conclusively
evidenced by his or her execution of such instruments. The City Clerk or any
assistant City Clerk of the City is hereby authorized and directed to affix the
corporate seal of the City to such instruments and to attest the same.
Section 4. Implementation of Plan of Finance. The Mayor, the City
Treasurer, the City Clerk and any other officer of the City are each authorized to do
and perform or cause to be done and performed in the name and on behalf of the city
such other acts, to pay or cause to be paid on behalf of the City such related costs and
expenses, and to execute and deliver or cause to be executed and delivered in the
name and on behalf of the City such other notices, requests, directions, consents,
approvals, orders, certificates, agreements, further assurances or other instruments
under the corporate seal of the City, or otherwise, as they or any of them may deem
necessary, advisable or appropriate in order to (a) complete the Plan of Finance,
(b) carry into effect the intent of the provisions of this Ordinance and the Financing
Documents and (c) demonstrate the validity of the Funding Agreement, the absence
of any pending or threatened litigation with respect to the Series 2017 Bond, the
other Financing Documents and the Plan of Finance.
Section 4. 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.
Duly adopted this the 9th day of March, 2017.
CITY OF FAIRHOPE, ALABAMA
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