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HomeMy WebLinkAbout1989-139INDIAN RIVER COUNTY, FLORIDA RESOLUTION NO. a9- 139 A RESOLUTION AUTHORIZING THE ISSUANCE, SAGE AND DELIVERY OF $913,000 AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVFNUE BONDS, SERIES 1984 (PROFOLD, INC. PROJECT); AUTHORIZING LENDING THE PROCEEDS FROM SUCH BONDS TO PROFOLD, INC. IN ORDER TO FINANCE THE COST OF ACQUISITION AND CONSTRUCTION OF A MANUFACTURING FACILITY; APPROVING THE SUBSTANTIAL FORM OF TRUST INDEN'T'URE TO SECURE SUCH BONDS AND AUTHORIZING THE EXECUTION THEREOF; APPROVING THE SUBSTANTIAL FORM OF FINANCING AGREEMENT AND AUTHORIZING THE EXECUTION THEREOF; APPROVING THE SUBSTANTIAL FORM OF MORTGAGE AND SECURITY AGREEMENT RELATING TO SUCH FACILITY AND AUTHORIZING THE EXECUTION OF AN ASSIGNMENT OF INTEREST THEREIN TO FIRST FLORIDA BANK, N.A., TAMPA, FLORIDA, AS TRUSTEE; APPROVING THE SUBSTANTIAL FORM OF A NOTE TO BE DELIVERED TO THIS COUNTY BY PROFOLD, INC., AND AUTHORIZING THE ASSIGNMENT AND DELIVERY OF SUCH NOTE TO THE TRUSTEE; APPROVING THE FORM, TERMS AND DETAILS OF SUCH BONDS; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS, AND AUTHORIZING AND DIRECTING; OTHER NECESSARY AND APPROPRIATE. ACTION RELATING TO SUCH FINANCING. WHEREAS, Indian River County (the "County") is authorized by the provisions of the Florida Industrial Development Financing Act, being Part II of Chapter 159, Florida Statutes (1488) (the "Act") to, among other things, issue revenue bonds for the purpose of using the proceeds thereof to acquire, construct, equip And install certain capital projects in order to promote the economy of the State of Florida and the welfare of the citizens thereof; and WHEREAS, Profold, Inc., a Florida corporation (the "Company"), has requested that the County issue its revenue bonds and lend the proceeds from • 11 the sale thereof to the Company to finance the acquisition and construction of a manufacturing facility (the "Project"), which shall be located in Indian River County, Florida; and WHEREAS, The Board of County Commhssioners (the "Board") of the County, by Resolution No. 88.47 1 duly adopted on August 2, 1988, and Resolution Na. 88-55, duly adopted an September 6, 1988, heretofore expressed its intent to issue bonds in a principal amount not to exceed $973,000 in connection with the Project*, and WHEREAS, It has been determined that the costs of the Project to be financed by the issuance of bonds in accordance with the Act and Section 144(a) of the federal Internal Revenue Code of 1986, as amended (the "Code"), do not exceed $913,000; and WHEREAS, The County desires to authorize the issuance, sale and delivery of its Industrial Development Revenue Bonds, Series 1989 (Profold, Inc. Project) in the aggregate principal amount of $913,000 (the "Bonds"), pursuant to the Act and to lend the proceeds thereof to the Company to finance the acquisition and construction of the Project, pursuant to a contractual arrangement whereby the Company shall make installment payments to the County sufficient to pay, among otl-.nr things, the principal of and Interest on the Bonds as and when the same become due and payable; and WHEREAS, The Act provides that the Bonds may be secured by a trust agreement by and between the County and a corporate trustee; and - 2 - G Eel OR WHEREAS, The Bonds are to be Issued pursuant to and secured by a Trust Indenture, to be dined its of October 1, 1989 (the "Indenture"), by and between the County and First F1orWa B"k, N.A., Tampa, Florida, as trustee (the "Trustee"); and WHEREAS, The Bonds are to be further secured by an assignment by this; County to the Trustee of a Mortgage and Security Agreement to he dated as of; October 1, 1989 (the "Mortgage"), from Profold, Inc:., whereby the Company shall grant a mortgage and security interest in the Project; and WHEREAS, The Bonds shallbe special obligations of the County, payable solely from the revenues and other:.receipts, hoods or moneys to be derived by the County under a Ftnaneing Agreement, to be dated as of October 1, 1989 (the "Agreement"), between the County and the Company, a $913,000 principal amount note of the Company (the "Note"), and the Mortgage; and WHEREAS, A public hearing regarding the issuance of the Bonds was duly held on September (, 1988, by the County in accordance with Section t47(f) of the Code; and WHEREAS, On August 23, 1989, the County was Informed by the. Florida Division of Bond Finance that sufficient tar. -exempt private activity bond volume allocation had been granted for the Project and the Bonds; and WHEREAS, The County desires to authorize and to take all action necessary or desirable to authorize, Issue, sell, secure and deliver the Bonds. NOW, THEREFORE, BE, IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA; - 3 - 40 Indenture. The Bonds shall be dated as of October 1, 1989, but shall bear interest at the rate of 7.00% per annum (subject, however, to adjustment upon the occurrence of certain events as provided in the Indenture) from such date not earlier than October 1, 1989, as shall be set forth therein. The Bonds shall be in fully registered form, shall be numbered consecutively, as issued, beginning with the number R-1, and shall be stated to mature on December 1, 2009, The form, terms and provisions of the Bonds, including denominations, principal payment dates and principal and installments, and the provisions for tha execution, authentication, payment, registration, transfer and exchange thereof, shall be as set forth in the Indenture hereinafter approved. SEC'T'ION 5. REDEMPTIOS S . In the manner and with the effect provided Ln the Indenture, the Bonds shall be subject to optional, mandatory and extraordinary redemption prior to maturity, all as set forth in the form of the Bonds and the Indenture. SECTION 6. BONDITOLDERIS 't)" 0 The Registered Owners of the Bonds shall have the option to require that principal, but not more than the Maximum Put Amount, as such phrase is defined in Article VII of the Indenture, be redeemed on December 1 of each year, beginning with December 1, 1990, subject, however, to the further provisions set forth in the Indenture, including the requirement that prior written request for such redemption be made, all as more fully shall be provided in the Indenture. SECTION 7. BONDS TO BE SPECTA( OBLIGATIONS OF THE COUNTY. The Bonds shall be special obligations of the County, payable solely from the - 6 - L-1 11 04 revenues and receipts to be derived by the County pursuant to the Agreement, the Note and the Mortgage. The Bonds together with the interest thereon, shall be, and are hereby declared to be, limited obligations of the County and neither the County, nor the State of Florida, nor any political Subdivision thereof, shall be obligated to pay the Bonds or the interest thereon or other costs or payments incident thereto, except from the aforementioned revenues and receipts. Neither the faith and credit nor the taxing power of the County or the State, of Florida or any political subdivision thereof is pledged to the payment of the Bonds or the interest thereon or other costs or payments incident thereto. The Bonds and obligations arising thereunder do not create or reflect liability of the County or any member, official or employee thereof, except as otherwise described in this Section 7. SECTXON 8, The Bonds shall be sold privately to such individual or entity as shall be approved by the Company, at a purchase price of 100% of the principal amount of the Bonds. Negotiated sale of the, Bonds is hereby found to be in the best interests of the County. SECTION 9. AEERQV _&C IU= AL AND AUTHORIZATION TO EX!�� jig This County shall enter into the Agreement with the Company, such Agreement to be substantially in the form presented to the Board at this meeting, which form is approved, together with such changes therein as shall be approved by the officers of this County executing the Agreement, their execution thereof to constitute conclusive evidence of such approval. The County hereby authorizes and directs the Chairman of the Board to execute, and its Clerk to attest under - 7 - J i • •g the seal of the County, the Agreement, and to deliver the Agreement to the Company. All of the provisions of the Agreement, when executed and delivered by the County as authorized herein and duly authorized, executed and delivered by the Company, :shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated herein verbatim. SECTION 10. APPROVAL.Q,AjJ1jjQ9jZ&jjQN 19 E4ErVIEN F. This County shall execute and deliver the Indenture to the Trustee, such Indenture to be substantially in the form presented to the Board at this meeting, which form is approved, together with such changes therein as shall be approved by the officers of this County executing the Agreement, their execution thereof to constitute conclusive evidence of such approval. The County hereby authorizes and directs the Chairman of the Board to execute, and its Clerk to attest under the seal of the County, the Indenture and to deliver the Indenture to the Trustee. All of the provisions of the Indenture, when executed and delivered by the County as authorized herein and when duly authorized, executed and delivered by the Trustee, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated herein verbatim. SECTION 11, AEPROY [t,_F� Jt T ;_m( PROVAI AND AtlTFi0RI7.ATi0N OF ENDORSEMENT TUR-EOF TO This County shall accept the Note as an evidence of the Company's obligation to repay the loan to be made by this County to the Company with proceeds of the Bonds. The Note shall be substantially in the form incorporated in the Agreement herein authorized and approved, which form is approved together with such changes in the form of the Note as shall be 8 40 approved by the officers of this County executing the Agreement, such officers' execution and delivery of the Agreement with the form of the Note attached thereto to constitute conclusive evidence of their approval of the form of the Note. Upon execution and delivery of the Note to this County by the Company, this County shall endorse and transfer the Note to the Trustee as further security for the Bonds as contemplated by the Indenture. Such endorsement shall be substantially in the form attached to the form of the Note herein approved. This County hereby authorizes and directs the Chalrman of the Board to execute, and its Clerk to attest under seal of the County, such endorsement of the Note and to transfer and deliver the Note to the Trustee. SECTION 12, APPROVAL OF MORTC (;I,-' AND SECURITY AGREEMENT!AfXB_QVAL AND AUTHOR S C F ,QLJq_TgV-=, This County shall accept the Mortgage, when duly executed and delivered by the Company, as security for the obligations of the Company to the County arising with respect to the Bonds under the Note, the FInnticing Agreement and, as applicable, the Indenture. The Mortgage shall be substantially in the form presented to the Board at this meeting, which form is approved, together with such changes therein as shall be approved by the officers of this County executing the assigmTtent of the Mortgage hereinafter authorized and approved, such officers, execution and delivery of such assignment to constitute conclusive evidence of their acceptance of the Mortgage and approval of any changes therein made. - 9 - This County shall assign its interest in the Mortgage to the Trustee as security for the Bonds by execution and delivery of an Assignment or, Mortgage and Security Agreement in substantially the form attached to the form of the Mortgage herein approved, which form is approved, together with such changes in such Assignment as shall be approved by the officers of this County executing the Assignment, their execution thereof to constitute conclusive evidence of such approval. The County hereby authorizes and directs the Chairman of the Board to execute, and its Clark to attest under the seal of the County, the Assignment, and to deliver the Assignment to the Trustee, The provisions of the Assignment when executed and delivered by the County as authorized herein shall be deemed to be a part of this Resolution as fully and to the same extent as it incorporated herein verbatim, SECTION 13. The County hereby authorizes and directs the Chairman of the Board to execute, and its Clerk to attest under the seal of the County, the Bonds in such denomination or denominations as shall be requested by the original purchaser, and to deliver the same to the Trustee for authentication. The signatures of such officers of this County upon the Bonds may be either manual or facsimile, and either the seal of this County shall be impressed upon the Bonds or a facsimile of such seal may be printed thereon. Proper officers of this County are hereby authorized and directed to request authentication of the Bonds by manual signature of a duly authorized representative of the Trustee and to authorize the Trustee to deliver the fully authenticated Bonds to the purchaser thereof 10 - upon receipt of the purchase price of $913,000 (100% of principal amount), plus accrued interest, if any, and upon satisfaction of the conditions precedent to delivery of the Bonds to such purchaser as set forth in the Indenture. Such officers, and their duly qualified successors in office, shall be and are hereby authorized to execute, attest, seal and deliver to the Trustee for authentication Bonds in such denomination or denominations as shall be required to be issued, from time to time, in exchange for other Bonds upon transfer of registration or exchange, all as provided for In the Indenture, SECTION 14, first Florida Bank, N.A., whose principal office is in Tampa, Florida, to hereby designated Trustee, Bond Registrar and Paying Agent for the Bonds under the Indenture, SECTION 15. _QZ,=L_&UjHQ=The members of the Board and the officers, attorneys and other agents or employees of the County are hereby authorized to do all acts and things required of them by this Resolution, the Agreement, the Indenture, the Mortgage and the Note, or desirable or consistent with the requirements hereof or of the Agrownent, the Indenture, the Mortgage and the Note for the full punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, this Resolution, the Agreement, the Mortgage, the Note and the Indenture and each member, employee, attorney and officer of the County or its Board is hereby authorized and directed to execute and deliver any and all papers and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution. In the absence of the Chairman of the Board or the Clerk of this County, the (vice) Chairman of the Board and any Deputy Clark duly authorized by the Clark, respectively, are hereby authorized to execute and deliver any and all papers and instruments and to do and cause to be done any and all acts and things authorized herein to be done by the Chairman or the Clerk, respectively. SECTION 16. DYXjUI .S 1 . unless the context clearly otherwise requires, any capitalized word or term used but not defined herein is used as defined in the Indenture. SECTION 11, SEVERARIIM-U) i �'fi ICi pl1bVl 'C C)*iS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or againstpublicpolicy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Bonds issued hereunder, SECTION 18. &'�T,LNS,_gL&tj,Sh. All resolutions or parts thereof of the County in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. SECTION 14. �,FF r',DATE. This Resolution shall take effect immediately upon its adoption. - 12 -