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ISP 3 01981 <br />MEMORANDUM OF AGREEMENT <br />Boon 47 r -,%-C643 <br />MEMORANDUM OF AGREEMENT between INDIAN RIVER COUNTY, <br />FLORIDA, a public body corporate and politic duly created and <br />existing under the laws of the State of Florida (hereinafter <br />called the "Issuer"), and RAMPMASTER, INCORPORATED, a Florida <br />corporation (the "Company"). <br />1. Preliminary Statement. Among the matters of mutual <br />inducement which have resulted in the execution of this <br />Memorandum of Agreement are the following: <br />(a) The Issuer is a public body corporate and politic duly <br />created and existing as a local governmental body and <br />duly constituted as a public instrumentality for the <br />purposes of industrial development, under and by virtue <br />of Chapter 159, Part II, Florida Statutes, as amended, <br />(the "Act"), and is duly authorized and empowered by <br />such Act to provide for the issuance of and to issue <br />and sell its industrial development revenue bonds for <br />the purpose of financing all or any part of the "cost" <br />(as defined in the Act) of any "project" (as defined <br />in the Act) . <br />(b) The Company proposes to acquire, construct and equip <br />an industrial or manufacturing plant to be located <br />in Indian River County, Florida (the "County"), for <br />the manufacture of metal products (the "Project"). <br />(c) The Company expects that the cost of the Project, in- <br />cluding the cost of issuance of the Bonds, will not <br />exceed $850,000.00. <br />(d) The Company represents that the Project will provide <br />or preserve employment in the County by creating ap- <br />proximately 40 additional, new jobs within a period of <br />one year after completion. <br />(e) The Company represents that it has not commenced the <br />acquisition or construction' of or the ordering of <br />equipment for the Project, and that itis essential <br />that the Company immediately make commitments for <br />such purposes. <br />(f) The Company proposes that the Issuer agree to issue <br />its Industrial Development Revenue Bonds, in an <br />aggregate principal amount of not to exceed $850,000.00 <br />(the "Bonds"), to finance all or part of the "cost" <br />(as defined in the Act) of the Project, the Bonds to be <br />secured by the obligations of the Company under a <br />lease, installment sale, loan or other financing agree- <br />ment (the "financing Agreement") to make payments <br />sufficient to pay the debt service thereon, and the in- <br />terest on the Bonds to be exempt from federal income <br />taxation under existing laws of the United States of <br />America. <br />(g) The Issuer, by resolution duly passed and adopted, has <br />made certain findings and determinations and has duly ___._, .,­ <br />approved and authorized the execution and delivery of <br />this Memorandum of Agreement. <br />(h) This Memorandum of Agreement is entered into to induce <br />the Company to proceed with commitments for the Project <br />and to incur costs in connection with various phases <br />of the Project (including the costs of the acquisition, <br />construction and equipping of the Project and related <br />expenses) and to provide assurances by the Issuer, <br />prior to the issuance of the Bonds, that the Issuer <br />