HomeMy WebLinkAbout1981-054RESOLU'T`ION 81-54
A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF
A MEMORANDUM OF AGREEMZNT WITH RAMPMASTER INCORPORATED,
WITH RESPECT TO FINANCING A PROJECT CONSISTING OF THE
ACQUISITION AND EQUIPPING OF AN INDUSTRIAL OR MANU-
FACTURING PLANT TO BE LOCATED IN INDIAN RIVER COUNTY,
FLORIDA; AND THE ISSUANCE AND SALE OF INDIAN RIVER
COUNTY, INDUSTRIAL DEVELOPMENT REVENUE BONDS, IN AN
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $850,000.00,
FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE
COST OF SAID PROJECT; ALL PURSUANT TO CHAPTER 159,
PART II, FLORIDA STATUTES.
BE IT RESOLVED BY THE MEMBERS OF THE INDIAN RIVER COUNTY
COUNTY COMMISSION
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution
is adopted pursuant to the provisions o Chapter 159, Part II
Florida Statutes, as amended, and other applicable laws.
SECTION 2. FINDINGS. it is hereby found, ascertained,
determined and declared that:
A. Indian River County, Florida, (the "Issuer") is a
public body corporate and politic duly created and existing as a
local governmental body and duly constituted as a public
instrumentality for the purposes of industrial development; under
and by virtue of Chapter 159, Part II, Florida Statutes, as
amended, (the "Act)" and is duly authorized and empowered by such
act to provide for the issuance of and to issue and sell its
industrial development revenue bonds for the purpose of financing
all or any part of the "cost" (as defined in the Act) of any
Z.rojac t. (csa ucfiticu lit i:iie A(:t) ; and
B. in order to promote and foster the economic growth and
development of Indian River County, Florida (the "County") and
of the State of Florida (the "State"), to increase purchasing
power and opportunities for gainful employment, to improve living
conditions and to advance and improve the economic prosperity and
the welfare of the State and its inhabitants, to foster the
industrial and business development of the County, and to
otherwise contribute to the health, safety and welfare of the
people of the State, Rampmaster, Incorporated, a Florida
corporation (the "Company"), proposes that the Issuer issue and
sell its Industrial Development Revenue Bonds, in the aggregate
principal amount of not to exceed $850,000.00 (the "Bonds"); that
the Issuer use the proceeds thereof to finance all or any part of
the cost of issuance of the Bonds and of acquiring, constructing
and equipping an industrial or manufacturing plant to be located
in the County for the manufacture of metal products (the
"Project"); and that the Issuer sell the Project to or otherwise
finance the Project for the Company under an installment sale,
loan or other financing agreement (the "financing agreement")
obligating the Company for payments sufficient to pay the
principal of and premium, if any, and interest on the Bonds when
and as the same become due, and for the payment of all other
costs incurred by the Issuer in connection with the financing,
construction and administration of the Project which are not paid
out of the Bond proceeds or otherwise; all as permitted by the
Constitution and other laws of the State of Florida and as
authorized by the Act; and
C. the Company has shown that the Project will provide or
preserve employment in the County by creating approximately 40
additional new jobs within a period of one year after completion;
and
D. the Project and the financing of all or a portion of the
cost of the Project by the Issuer will be in furtherance of the
purposes of the Act in that it will induce the Company to locate
the Project in the County, will alleviate unemployment by
providing jobs in the County and will foster the economic
development and the industrial and business development of the
County; and
E. the Project is appropriate to the needs and circumstan-
ces of and shall make a significant contribution to the economic
growth of the County, shall provide gainful employment and shall
serve a public purpose by advancing the economic prosperity and
the general welfare of the State and its people as stated in
Section 159.26, Florida Statutes, as amended; and
F. as of the date hereof the Company is financially respon-
sible and fully capable and willing to fulfill its obligations
under the proposed financing agreement for the Project and under
any other agreements to be made in connection with the issuance
of the Bonds and the use of the Bond proceeds for financing all
or a portion of the cost of the Project, including the obligation
to pay purchase price installments, loan payments or other
payments in an amount sufficient in the aggregate to pay all of
the interest, principal, and redemption premiums, if any, on the
Bonds, in the amounts and at the times required, the obligation
to operate, repair and maintain at the Comnany's own expense the
Project, and to serve the purposes of the Act and such other
responsibilities as may be imposed under such agreements, due
consideration having been given to the consolidated financial
condition of the Company, its consolidated ratio of current
liabilities, net worth, earning trends and coverage of all fixed
charges, the nature of the industry or business and of the
activity involved, the inherent stability thereof and other
factors determinative of the capabilities of the Company,
financially and otherwiGQ; to fulfil'
- � its obligations
consistently with the purposes of the Act; and
G. the Issuer and other local agencies will be able to cope
satisfactorily with the impact of the Project and will be able to
cause to be provided when needed, the public facilities,
including utilities and public services, that will be necessary
for the construction, operation, repair and maintenance of the
Project and on account of any increase in population or other
circumstances resulting therefrom; provided, however, that this
paragraph does not obligate the Issuer to expend public funds to
cause such facilities to be provided; and
H. it is proposed that the Issuer and the Company enter
into a memorandum of agreement in the form presented at this
meeting (the "Memorandum of Agreement"), authorizing the Company
to proceed with the Project as independent contractor for the
acquisition, equipping and completion of the Project, all at no
cost to the Issuer pending the issuance and sale of the Bonds;
and providing among other things for the Bonds to be issued and
sold at negotiated sale; for the use and application of the
proceeds of sale of the Bonds to pay all or any part of the
"cost" (as defined in the Act) of the Project, to the extent of
such proceeds; for the operation, repair and maintenance of the
Project by the Company or its assignee at no expense to the
Issuer, pursuant to a financing agreement obligating the Company
for payments sufficient in the aggregate to pay all of the
principal of and interest and redemption premiums, if any, on the
Bonds, and for the payment of all other costs incurred by the
Issuer in connection with the financing, acquisition,
construction, equipping and administration of the Project which
are not paid out of the Bond proceeds or otherwise; and for such
other financing agreement, indentures, and related agreements as
shall be necessary or appropriate; and
I. the purposes of the Act will be more effectively served
if, and it is necessary and desirable and in the best interest of
the Issuer that, the Memorandum of Agreement be executed and
delivered by and on behalf of the Issuer.
SECTION 3. AUTHORIZATION OF MEMORANDUM OF AGREEMENT. The
Memorandum of Agreement in the form ani wilt t e contents
presented at and filed with the minutes of this meeting be and
the same is hereby approved, and the Chairman or Vice Chairman of
the Issuer is hereby authorized and directed, in the name and on
behalf of the Issuer, to execute and deliver said Memorandum of
Agreement, and the Clerk of the Issuer i,4 hereby authori7ed and
directed to attest the same and to affix thereto the official
seal of the Issuer.
SECTION 4. REPEALING CLAUSE. All resolutions or orders and
parts thereof in con inerewi.th, to the extent of such
conflict, are hereby superseded and repealed.
SECTION 5. EFFECTIVE DATE. This resolution'shall take
effect immediately.
PASSED AND ADOPTED this 5th day of Autlsf-,_ . 1981.
(CORPORATE SEAL)
Clerk
Indian River Cdunty
airmaI1,
ommissioners
3
MEMORANDUM 017 AGY-'FEMENT
do
MEMORANDUM OF AGREEMEM between INDIAN RIVER COUNTY,
FLORIDA, a public body corporate and politic duly create(: and
® existing under the laws of the State of Florida (hereinafter
called the "Issuer"), and MMMASTER, INCORPORATED, a'Florida
corporation (the "Company").
1. Preliminary Statement. Among the matters of mutual
ir•0ucemenL which have resulted in the execution of this
i,emorandum of Agreement are the following:
•9 (a) The Issuer is a public body corporate and politic duly
created and existing as a local governmental body and
duly constituted as a public instrumentality for the
purposes of industrial development, under and by virtue
of Chapter 159, Part II, Florida Statutes, as�arrended,
(the "Act"), and is duly authorized and empowered by
such Act to provide for the issuance of anal to issue
and sell its industrial development revenue bonds for
the purpose of financing all or any part of the "cost"
(as defined in the Act) of any "project" (as defined
in the Act).
(b) The Company proposes to acquire, construct and equip
an industrial or manufacturing plant to be located
in Indian River County, Florida (the "County"), for
the manufacture of metal products (the "Project").
(c) The Company expects that the cost of the Project, in-
cluding the cost of issuance- of the Bonds, will not
exceed $850,000.00.
(d) The Company repress; is that the Project will provide
or preserve employr:.Lrit ir. the County by creating ap-
proxi:i.ately 40 additional, new jobs within a period of
one year after Comnletion.
(e) The C:ompanv represents -chat it has
not COmnleilCF_'d the
acqu.Lsitlon or constrL:Ction Of or the ordering of
equipment for the Project, and that it is essential
that the Comoary ii, --mediately make coru„itments for
- - - --,� suer, purposes.
(i) The Com ;any proposes that t}:e Issuer agree to issue
its Industrial L'eve•l.o,-ment ,'?evenue Bonds, in an
a,4regate principal amount of not to exceed $850,000.00
(t}`e "Bonds"), to flnar.ce all or part of the "cost"
(as defined in the Act) of. the Project, the Bonds to 1--e
secured by the obligZ.tions of the Cor,pany ur;cier a
lett: e, instalL::ent sale, lor,n or other financinct agree-
ment (the "financing Agr.eer:-,ent") to make payments
sufficient to pay the debt service thereon, and the in-
terest on the Bonds to be exempt from federal irtco:,.e
taxation under existing laws of the United States of
America.
(g) The Issuer, by resolution duly passed and adopted, has
made certain findings and determinations and has duly
approved and authorized the execution and delivery of
this Memorandum, of Agreer.,,2nt.
(h) This Eemorandum of T. ;rec,,;ent is entered into to induce
the Company to proceed with commitments for the Project
and to incur costs in connection with various phases
of the Project (including the costs of the acquisition,
construction and equipping of the Project and related
expenses) and to provide assurances by the Issuer,
prior to the issuance of the Donds, that the Issuer.
Q E G 16 1981 Ago,; till Nu Z'_ 7
will, in accordance with and subject to provisions of
the Constitution and other laws of the State of
Florida, the Act and this Memorandum of Agreer.ent,
issue and sell the Fonds to make. the proceeds thereof
available to finance all or part of the cost of. the
Project, to the extent of such proceeds.
2. Undertakings on the Part of the Issuer.. In accordance
with and subject to the limitations of the Constitution and other
laws of the State of Florida, pursuant to Act and upon the
conditions hereinabove and hereinafter stated, the Tssuer agrees
as follows:
(a) It will, subject to a firm take-out commitment from the
First State Bank of Miami, or the Southeast Bank of
Miami, authorize the issuance and sale of one or more
issues of the Bonds, pursuant to the terms of the Act
as then in force, for the purpose of financing all or
a portion of the cost of the Project.
(b) It will, at the proper time and subject to the prior
advice and approval of the Company and Fond Counsel,
adopt such proceedings and authorize the execution of
such documents as ray be necessary and advisable for
the authorization, sale and issuance of the Fronds, the
acquisition, construction and equipping of the Project
and the financing of the Project, all as shall be
authorized by the Act and mutually satisfactory to the
Issuer and the Compary. The Fonds shall not 5e deemed
to constitute a Kh t, liability or obligation, or a
pledge of the faith and credit or tarring poorer, of the
Issuer or of the State of Florida or of any political
subdivision thereof, but the Pones shall be payable
solely from the payments ?received under the financing
agreement. The Sonde -hal' bear ,-crest at such rate
or rates, shall be payableatsuch times and places,
shall be in such forms and denominations, shall be sold
in such manner, at such price and at such time or
times, shall have such provisions for reCemption, shall
be executed, and shall be secured as hereafter.ray be
requested by the Company and determined cr provided
for by the Issuer, all on terms authorized by the Act
and mutually satisfactory to the Issuer and the
Company. The interest on the Bonds is to be exempt
from federal income taxation.
(c) The Bonds shall be sold at negotiated sale to one or
a limited number of substantial and responsible in-
stitutional investors, such as banks, insurance
companies or investment firms, to be designated by
the Company with the approval of the Issuer., in a
privAte placement for such investors' own portfolios
and not for distribution to the public, unless the
Issuer shall otherwise approve.
3. Undertakings on the mart of the Company. Subject to
the conditions hereinabove and hereinafter stated, the Company
agrees as follows:
(a) It will generally arrange for, manage and carry out
the acquisition, construction and equipping of the
Project, it will advance its funds for such purpose
as herein provided and, to the extent that the pro-
ceeds derived from the sale of the Bonds are not suf-
ficient to complete the Project and to pay all costs
incurred in connection therewith and with the finan-
cing and administration of the Project, the Company
will supply all additional funds which are necessary
therefor.
(b) It will cooperate with the Issuer in rna!;ino arrnnrie-
ments for the sale <_,f tyle Bonds and shall he re-
spoil,sible for co pliance wit:, all applic, ble securi-
ties laws ill connection with the offering an,' sale
thereof.
(c) Contemporaneousl, with the delivory of the Ponds the
Comn_anv will enter into the financing agreement and
such other acireements and related documents as shall
be rccessary or appropriate so that the Cor,pany will
be q,bligated to operate, maintain and repair the
Project at its own expense, to pay for the account
of the Issuer sums sufficient in the aggregate to pay
all of the principal of and interest and redemption
pre;niums, it any, on the Ponds when and as the sawe
shall becon-;e due and payable, and to pay all other
costs incurred by the Issuer in connection with the
financing, construction and administration of the
Project, except as may be paid out of the Bond
proceeds or otherwise.
(d) It will take such further action and adopt such pro-
ceedings as may be required to implement its under-
takings hereunder.
4. Genera'_ Provisions.
(a) since it is anticipated that the accjuisition, con-
struction, and equipping of the Project will comirence
prior t0 the sale of the Bonds and the Company knows
and acknowleckes that tlhe Is ::ler will. have no funds
available to pay t,:e cost of the Project other t ha.:
funds der lveG frons the -ci of the Bonds, the Cor pan y
hark-•e<: to ��,, . ro;", ti ,o to Li,;:e all tunes necessary
for "he acruisitior:, co:hwr.ructio . and equipping of the
Proj :c't, and any slid, funds when so advanced shale be
deeme6 funds advances. on behalf of the Issuer. To the
extent that tha net proceeds derived frog,: the sale of
tlhc Bonds ar,_ su-ficieni. for such purpose, the Issuer
agrCBs to rei;t:burse the Com'>any from such net (=cee6s
after the issuance of the Bonds for costs of the Pro-
ject incurrad i y t'he Corc;pamy prior to the issuance of
the ?onds (subject to any limitations iirposed by Sec-
tio:: 1013(b) (6) of tho Internal Revenue Code of 1954, as
amended) .
(b) The Is .uer the Company ray enter into one
or r..ore r.cjree:;,._•nt�; with a private lender or lendors
to p Ovide te,::-Porary co:.struction financing and obtain
co":::,it;e„ts for ; err:,a: c:a financiac; for the Project
witihout vi.tiatin(; i.n an;Y :'anner the teri,is of this
P.<iruer:ent,
(c) The Issuer and the Co:;:>a:hy agree that the Co:r.pany shall
act as independent contractor of the Issuer for the
acquisition, equipping and completion of the Project,
and that the Company shall provide all services in-
cident to the acquis-Ition, construction and equipping
of the Project, inciuc ing without limitation., the
preparation of plans, specifications and contract
documents, the award of contracts, the inspection .d
SUPOrvision Of work; performed, the employment of engi-
neers, architects, builders and other contractors
and the provision of money to pal, the cost thereof
pending reimbursement by the Issuer from the Bond
proceeds, and that the Issuer shall have no responsi-
bility for the provision of any such services but
shall retain the richt to audit and inspect all doc.:-
ments upon request.
(c:) The Company may, with the advice and consent of the
Issuer, engage the services of an underwriter in con-
nection with the of.erina and sale of the Bonds for
such compensation as shall be mutually acrr.eeable to
such firm, the Issuer and the Company; provided, how-
ever, that the Issuer shall have no liability for the
payment of any such firm's corpensation or expenses if
® the Donds are not sold and issued, and if. the Ponds
are sold and issued the Issuer. shall be liable for
the payment thereof only out of the proceeds of the
sale of the Bonds.
(e) Freeman, Richardson, Watson and Kelly, P.A., is h.ureby
designated as bond counsel for the Issuer in con-
nection with the issuance of the Ponds, for such com-
pensation as shall be mutually agreeable to such fire.
and the Issuer; provided, however, that -he Issuer
shall have no liability for the payment of any of such
firm's compensation or expen::^s if the "ends are not
sold and -.,.:.red, �:nci U ' hn Bunds ate ;r)?.ri arcl
the Issuer shall be liable for the payment thereof
only out of the proceeds of the sale of the ?onds.
(f) If required by the issuer, `_he Company or bond counsel,
the Ponds shall be validoted ,ur.duant tc the provi-
sions of Chapter 75, Florida Statutes, as ar•er.ced,
prior to the issuance P.nC. 61r_1ivery ,hereof.
(g) If required by the I`;S'_rer, t.no Cornany cr bond co,,, se_l,
such other rullncs, :OVB.6, consents, certificates
Of Compliance, Ci?i n._ons o` cci'nse T , and nthcr
ments and proceedings satisfactory to each of then cis
t0
matters I'ela, •=�ng. to tn-'..o;_r„'^, t.^.e :?`') Cot, th].3
Memorandum of Acl"E.c=—rt, the financing 4c•r:eement, ':}:e
"rust Indenture r)r n•_},_nr i nstr :Tent :,r C ict con
temp.latec. hereby shz-_1 } e (_;)ta.ined from such govern-
mental, as well as ncncovcrn.mcntal agencies and en-
tities as may have or assert competence or juris-
diction over or _..t^_res'_ :_n ratters pertinent thereto
c nd the Sa:'.',e nha'.i b('_ in '-,,11 fGrC:C and erfE'Ct a' ttiC
time of issuance of the Donds.
(h) All commitments of the Issuer to isst•e the Bones pnr-
suant to this Memoran_'um of Acyreement enc to use
the proceeds thereof as ::ere in conl-omplal--ed are subject
to the condition that on or %efore one (:) year frcr
the date ::ereof (or such later date as shal.i be
mutually SEltlsfactorV t0 ' hC IS :ren c,nd t}?e CCT:panV) ,
,. the Issuer and the Company shall have agreed to
+ mutually acceptable terns for the onds and :.he sale
and delivery thereof and mutually acceptable terms
and conditions for the financiing acreement and other
agreements and documents rcferrec? to in Sections 2(t)
and 3(c) and the �>rocecOincs referred to In Secl.iCns 2
and 3 hereof; provided, however, that the Bonds may not
ss of a 1
� he issued more than one year ter the de.te on whic.t
the entire Project shall have been first placed in ser-
vice or acquired (whi.chever. occurs Last).
(i.) If the events set `orth in paragraph (h) of this Sec-
tion co not take place within the time set forth there-
in or any extension thereof and the Bonds are not
issued as herein contemplated, the Company agrees that
it will pay all costs and expenses incurred pursuant
to this memorandum of Agrec-ment by the Company, the
fees and expenses of any underwriter engaged by the
Company, the fees and expenses of bond Counsel, ane
all costs and expenses incurred pursuant to this
Memorandum of T_oreemcnt- by the Issuer, itrcludino the
normal fees and*oxpcnses of legal counsel for the
Issuer, whereupon this "emoraneur, of Agreement shall
terminate.
(j) So long as this Mcmoranduan of Agreement is in effect,
all risk of loss to the Project will be borne }_y t::e
Company.
(k) It is expressly agreed that any pecuniary liability
or obligation of- the Issuer hereunder shall be
limited solely to the payments received under the
financing agreement, and nothing, contained in this
Memorandum of P.greement shall ever be construed to
constitute a personal or pecuniary liability or
charge against any member, officer, employee or agent
of the Issuer, and in the event of breach of any
undertaking on the part of the Issuor contained in
this Memorandum of Aciree:nent, no personal or Pecuniary
liability or charge payable directly or indirectly fror.;
the general funds of the Issuer shall arise therefro:.
The Company hereby releases the issuer fzom and agrees
that the Issuer shall not be liable for, and agrees to
defend, indemnify and hold the Issuer harmless against
any liabilities, obligations, claims, damages, 1iti-
gatil3n, costs and expenses (including but not limited
to a,�torney's fees and expenses) imposed or., incurred
by o;, asserted against the Issuer for any cause what-
soever pertaining to the Pro ect, the Fonds or. this
Nien:o;,andum of Agreement, or any transaction contem-
plated hereby. The provisions of this paragraph shall
survive any ter::ination of this Agreement.
(1) If —1, time prior ;.o ,:::e is .uance a;:r sale of the
Bonds the Issuer �:;i:uil UeLer.-Ane ti:a there has bet:,^
C.?a:.:jC: J.nn ousiness, operationii
or financial condit_.on of the Comoanv, the Issuer may,
at .0 option, ter:::ir.ate c:.is agreen-::nt by written
notice to the CG..:_ :;.y. Tne Issuer shall :je cisc::arecd
or�G.." :o - cl s :'emorandur, of. Anrooment
if the Company .,....ii not ?rovide at the closinc for the
issuan,, c o c::. :ds urc.nces satisfactory to t::e
Issuer that :_O ... mer" 1 adverse chan(le as occurr&', ....
the o ::c Company herein or in the
fini-.racial. concditio:-. �-Z ,.o Company as presented to the
Isst:r_r as o
(m) i1 F-1; ally ;i l:i:i. - -raids have been so1G ai-,d .ie-
liVel-ed it i:; : scc- c.ai ,c!c. fjy the Issuer or its designee
thct 11—hentc i' Loi.cs is
1 'LuS� ivi' : no iOnSeY e:ta'cpt
under federal l::CG:.c to:-; 'laws, or that the operation Or
the Projcct is nG loiiger F:conon;icaily or i_egally
ible by reason of. the cor.,:er:nation, dFu;lae i.ng Cr (:e-
stru,:tion of all Or ..:.y �.�:: .
Gi ti:e i�1:U"Ic,ct (ir i;y
changes in the law, ,•east:,:es deemed necessary by
Issuer may be taiccn to protect the interest of the
holders of its Bonds, including the acceleraticr; of
the date or dates for calling the Bonds for reds. -
tion, increasing the reder:,ption premium anr, the
of interest on the Blonds, or increasing the pay;;,..., .,
under any such financing agreement. The Issuer X..av
also require financial guarantees by guarantors ac-
ceptable to the Issuer that obligations of any obliclor
under such financing agreeziont shall be performed or
otherwise satisfied. The provisions of this parar,raph
shall survive the termination of this Agreemel;t.
(n) In any event, the provisions of this Memorand'unm of
P.greement, except as otherwise provided, E -hall he
superseded by any financing agreement entered into
by the Issuer and tho Conlpary in accordance. witil
Sections 2(b) zn,: (c) of this Ag1'ee;:!e1:t a:;n s';.:1.'
iu
do
40
0®
L1C 1� 1an i pea
U-cn the e\ecutl o.. of ..,:ch
�. �`_ _•;C, effect :,11 .O:'c:aa..CS and arse^::•ants herei n
contained 1 Or an C:ehalf of }.'::e Issuer � ''t
i1:• ar.c. �.�� Ccr•par.y sh.-:l:.
bind and inure to the benefit of the respective S:cceLscr.s nnc
assigns of the Issuer and 'Iiia Cor,:pany,t`:er so r;;pres ,ed ar
not.
I IN ',-.' ;ESS WHEREOF, the parties hereto havo entered into
th A?emoranduM of Agrecrient by their officers thereunto
authorized, as o: the 5th clay of Au, -,u:3 t:
_ ,
(CORIPOP?TE SEAL)
Indian .,fiver County
(CCROOP "Tr c ru)
ATTEST:
SecrC.tary r
::T%%ER C0!'1'TY, rLORT Vii:
/17
nv.
Si[r.n�? ii_c it da", 0--
1981.
^1981.
r