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HomeMy WebLinkAbout1988-047RESOLUTION 88 - 4 7 A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY BY INDIAN RIVER COUNTY, FLORIDA, OF A LETTER OF INTENT AND INDUCEMENT AGREEMENT TO PROFOLD, INC., WITH RESPECT TO THE COUNTY'S ISSUANCE OF NOT TO EXCEED $973,000.00 IN PRINCIPAL AMOUNT OF ITS REVENUE BONDS TO FINANCE THE COST OF A MANUFACTURING FACILITY WHEREAS, Profold, Inc. (the "Company"), wishes to acquire and construct a manufacturing facility and wishes to have Indian River County, a political subdivision of the State of Florida (the "County"), issue its revenue bonds to provide the necessary financing for such facility; and WHEREAS, the County has determined that its issuance of such obligations to assist the Company will serve a public purpose by contributing to the prosperity of the State and its people; and WHEREAS, the Company has requested the County to indicate to the Company its intentions in this respect in order to induce the Company to proceed with such project and incur expenses for its initiation and its financing. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, as follows: 1. The Chairman or Vice Chairman of the Board of County Commissioners are hereby authorized to execute, and the Clerk of the Board of the County is hereby authorized to attest, the County's letter addressed to the Company in substantially the form attached to this Resolution as Exhibit "A" and incorporated herein, with respect to the issuance of not more than $973,000 in principal amount of its industrial development revenue bonds on behalf of the Company, with such changes therein as shall be approved from time to time by such officers executing the same, such approval to be conclusively evidenced by their execution thereof. 2. Such officers and all other officers and employees of the County are hereby authorized to execute such further agreements and take such further action as shall be necessary to carry out the intent and purposes expressed in the letter attached as Exhibit "A", upon its acceptance and execution by the Company, and are further authorized to take such other steps and actions as may be required and necessary in order to issue such bonds. 3. This Resolution is an affirmative action of the County toward the issuance of its bonds in accordance with the purposes of the laws of the State of Florida and the applicable United States Treasury Regulations. - 2 - Approved and adopted by the Board of County Commissioners of Indian River County, Florida, this 2nd day of August, 1988. ATTEST: Freda W fight, le (SEAL) Approved as to Form and Legal Sufficiency E A `�'• , + �� County-u� BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA By: Don C. Scurlock, Jr., Chairman C/ 0 Mm dim EXHIBIT A Re: Proposed Construction and Development of a Manufacturing Facility for Profold, Inc., in Indian River County, Florida August 2, 1988 Profold, Inc. 3029 N.W. 25th Avenue Pompano Beach, Florida 33069 Attention: Mr. Richard Olson, General Manager Dear Mr. Olson, It is the understanding of Indian River County, Florida (the "Issuer"), that Profold, Inc. (the "Company"), is currently considering the establishment of a manufacturing facility within the territorial limits of the Issuer, that the current estimated capital cost of such facility excluding land for the proposed site, is approximately $973,000, that such facility will provide additional employment in the community of the Issuer for approximately 25 to 30 people, and that the willingness of the Issuer to issue and sell industrial development revenue bonds for the purpose of financing the acquisition, construction and equipping of such facility is an important factor under consideration by the Company in determining the feasibility of such proposed project. The Issuer has determined that the issuance of its bonds to assist the Company in locating such facility in the Issuer's community will result in a substantial increase of employment in such community and that the issuance of such bonds will serve a public purpose by increasing the purchasing power and improving the living conditions of the citizens and Inhabitants of the Issuer and w:t_11 contribute to the prosperity and welfare of the State and its inhabitants. Accordingly, In order to induce the Company to locate and establish its facility in the Issuer's community and incur expenses for initiating such project and its financing, the Issuer hereby makes the following proposal: 1. The Issuer will issue its industrial development revenue bonds in such principal amount as necessary to finance the acquisition, construction and equipping of the contemplated industrial facility, excluding land for the proposed site unless and to the extent the Issuer may lawfully reimburse the Company toward the purchase of land from bond proceeds, such capital cost of facilities presently estimated to be not more than $973,000. Such bonds will be issued for the purpose of paying the cost of the acquisition, construction and equipping of a manufacturing facility, as that phrase is used in Section 144(a) of the Federal Internal Revenue Code of 1986, as amended, and proceeds of the bonds shall be made available only to pay such of those costs as may lawfully be paid from bond proceeds under Florida and Federal law relating to industrial development revenue bonds. 2. The Issuer and the Company will enter into a Loan Agreement (of such form and designation as may be deemed appropriate by counsel and bond counsel) which shall provide for the loan of the proceeds of the bonds from the Issuer to the Company. The loan repayments shall be pledged and applied pursuant to the Loan Agreement, and shall be sufficient to make the payment of the- principal of, interest on and redemption premium, if any, applicable to the bonds and such other fees and costs as provided in the Loan Agreement. 3. The Issuer will cooperate in the prompt preparation of the Loan Agreement and the necessary resolutions for the authorization and sale of the bonds and, if requested, will promptly proceed with validation of the bonds in the Circuit Court for Indian River County, pursuant to the provisions of Chapter 75, Florida Statutes. 4. Upon delivery of the bonds, the provisions of this proposal and the agreement resulting from its acceptance by the Company shall have no further effect, and in the event of any inconsistency between the terms of this proposal and the terms of the Loan Agreement in the form in which it shall be finally approved by resolution of the Issuer, the provisions of the Loan Agreement as so approved shall control. 2 - S. The Issuer shall keep open and outstanding this commitment and inducement to the Company for a reasonable time so long as the Company shall be proceeding with appropriate efforts toward conclusion of any arrangements necessary to the project; provided, however, if for any reason the bonds are not authorized by August 2, 1989, for issuance in one or more installments thereafter, then the provisions of this proposal and the agreement resulting from its acceptance by the Company shall be cancelled unless extended by mutual agreement of the Issuer and the Company. In such event, or in the event of its earlier cancellation by agreement between the Company and the Issuer, neither party shall have any rights against the other except: (a) The Issuer will transfer and convey to the Company all the project components (and sites, if any) which shall have been acquired by the Issuer; (b) The Company will pay to the Issuer the amount of all expenses which shall have been incurred by the Issuer in connection with the project and which were authorized by the Company; (c) The Cbmpany will assume and be responsible for all contracts entered into by the Issuer at the request of the Company in connection with the project; and (d) The Company will pay the out-of- pocket expenses of officials and representatives of the Issuer and any fees and expenses of bond counsel and counsel for the Issuer incurred in connection with the project. 6. The Company, in accepting this proposal, will thereby agree to indemnify, defend and hold harmless the Issuer against any loss or damage to property or any injury or death of any person or persons occurring in connection with construction, equipping and operating of the project. This indemnity shall be supersedes by a similar indemnity in the Loan Agreement and, in the event the bonds are not delivered, this indemnity shall survive the termination of - the agreement resulting from the Company's acceptance of this proposal. - 3 - 7. All the commitments of the Issuer hereunder are subject to the following: (a) The review and approval by the County Attorney of the Resolution authorizing the industrial revenue bond issue, and review and approval of the Loan Agreement and other bond closing documents; (b) Investigation, review and approval by County of matters relating to the financial condition of the Company and any Guarantors, and local impact on the area and its resources as required by Section 159.29 of- the Florida Industrial Revenue Bond Financing Act; (c) Indication from any municipality in which the Project is to be located that such municipality has no objection to the issuance of the bonds by the Issuer; and (d) The effect of any legislation presently pending in the United States Congress regarding the issuance of industrial revenue bonds. 4 - I£ this proposal shall be satisfactory to the Company, please have the acceptance statement which follows this proposal executed by the proper officers of the Company duly authorized and provide an accepted copy to the Issuer, whereupon this proposal will constitute an agreement in principle with respect to the matters herein contained. ATTEST: tzty� ld4't�v (SEAL) Very truly yours, BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA By: LetC- &A 4 ALaw go Don C. Scurlock, Ir., Chairman The terms and conditions contained in the foregoing proposal by Indian River County, Florida, are hereby accepted by Profold, Inc., this day of , 1988. ATTEST (Assistant) Secretary (CORPORATE SEAL) Profold, Inc. By: (Vice) President Admin. Legal t3un�et nep t. App roved I C4ete