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HomeMy WebLinkAbout1982-034RESOLUTION NO. 82-34 A"RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY BY INDIAN RIVER COUNTY, FLORIDA, OF A LETTER OF INTENT AND INDUCEMENT TO ROBERT H. DAVIS AND WILLIAM A. DAVIS WITH RESPECT TO THE ISSUANCE BY THE COUNTY OF INDUSTRIAL DEVELOPMENT REVENUE BONDS TO FINANCE THE COST OF THE ACQUISITION, CONSTRUCTION AND EQUIPMENT OF AN INDUSTRIAL OR MANUFACTURING PLANT IN THE COUNTY; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolu- tion is adopted pursuant to the provisions of Ch. 159, Part II, Fla. Stat. (1981), the "Act," and other applicable provisions of law. SECTION 2. FINDINGS. It is hereby ascertained, deter- mined and declared as follows: A. Indian River County, Florida (the "Issuer"), is authorized by the Act to make and execute financing agreements, contracts, deeds and other instruments necessary or convenient for the purpose of facilitating the financing of the acquisition, construction and equipment of projects, as defined in the Act, including machinery, equipment, land, rights in land and other appurtenances and facilities related thereto, to the end that the issuer may be able to promote the ecomomic growth of the State of -1- 40 4W ass Florida, increase opportunities for gainful employment and other- wise contribute to the welfare of such State and its inhabitants; and to finance the cost of industrial or manufacturing plants and related facilities, by the issuance of its revenue obligations. B. On August 5, 1981, the Issuer duly adopted an indu- cement resolution with respect to an approximately 24,000 square foot light metal material handling plant, with necessary office space (the "Project"), for the purpose of inducing Rampmaster, Inc., to proceed with the acquisition and construction of the Project. After adoption of such inducement resolution and prior to adoption of this resolution, Rampmaster, Inc., incurred land acquisition costs in excess of $190,000. Rampmaster, Inc., now proposes to deed the Project site to Robert H. Davis and William A. Davis (collectively, the "Proprietor"), owners of 80% of the outstanding stock of Rampmaster, Inc., for construction, equip - meet and operation of the Project, and to substitute -the Proprietor as the obligor under the proposed financing documents. Since 80% of the outstanding stock of Rampmaster, Inc., at all times material hereto, was and is owned by the Proprietor, such inducement of Rampmaster, Inc., with respect to the Project served also as inducement to the Proprietor to proceed with the Project; however, it is necessary and desirable that a revised inducement agreement be executed by the Issuer and the Proprietor. C. The Proprietor wishes to construct the Project -2- s 40 •ems �. :' within the corporate territorial limits of the Issuer, after acquiring_ title to the Project site from Rampmaster, Inc., and to have the Issuer issue its revenue bonds to finance the Project; and the Proprietor has requested that the Issuer further indicate to the Proprietor its intentions in this respect, in order to further induce the Proprietor to proceed with the Project and incur expenses for its financing. D. The location of the Project in the area of the Issuer shall make a significant contribution to the economic growth of the Issuer, shall provide gainful employment and shall serve a public purpose by advancing the economic prosperity and the general welfare of the State of Florida and its people. E. Giving due regard to the ratio of the Proprietor's current assets to his current liabilities, his -net worth, his earning trends, coverage by him of all fixed charges, the nature of the business involved, its inherent stability, and all other factors determinative of the Proprietor's capabilities, financial and otherwise, of fulfilling his obligations consistently with the purposes of the Act, the Proprietor is financially respon- sible and fully capable and willing to fulfill his obligations under the proposed loan agreement, mortgage and security agreement (the "Agreement"), including the obligation to pay the principal of and interest on the promissory note (the "note") securp__d by the Agreement in, the amounts and at the times -3- 40 40 required, and the obligation to repair and maintain at his own expense the Project; and the Proprietor is desirous of serving the purposes of the Act and Is willing and capable of fully per- forming all other obligations -and responsibilities.imposed upon him by the proposed Agreement and Note. F. The Issuer is able to cope satisfactorily with the impact,of the Project, and all the necessary public facilities, utilities and services that will be necessary for the construc- tion, operation, repair and maintenance of the Project and on account of any increase in population or other circumstances resulting by reason of the location of the Project within the territorial limits of the Issuer, are available now or can be provided when needed. G. Adequate provision will be made under the provisions of the proposed Agreement for the repair and maintenance of the Project at the expense of the Proprietor, and for the payment of the principal of, premium, if any, and interest on the bonds. H. The principal of, premium, if any, and interest on the bonds shall be payable solely from the proceeds derived by the Issuer under the proposed Agreement and Note, and any guaranty of such payment obligations by Rampmaster, Inc., and the Issuer shall never be required to levy ad valorem taxes on any property within its territorial limits to pay the principal of, premium, if any, and interest on the bonds or to make any other -4- 40 00 payments provided for under the proposed Agreement and Note, or pay the same from any funds of the Issuer other than those derived by the Issuer under the proposed Agreement and Note, or from any guaranty agreement by Rampmaster, Inc.; and such bonds shall not constitute a lien upon any property owned by or situated within the territorial limits of the Issuer except the Project.. I. The interest on the bonds, when duly authorized and issued, will be exempt from federal income taxation under existing laws of the United States. SECTION 3. AUTHORIZATION OF EXECUTION AND DELIVERY OF INDUCEMENT LETTER. The Chairman of the Board of County Commissioners of the Issuer is hereby authorized to execute, and the Clerk of such Board is hereby authorized to attest, the letter of the Issuer addressed to the Proprietor in substantially the form attached to this resolution as Exhibit A and incor- porated herein, with such changes therein, whether made prior to the execution thereof or thereafter, as shall be approved from time to time by such officers executing the same, such approval to be conclusively evidenced by their execution thereof. SECTION 4. AUTHORIZATION OF NECESSARY ACTION. The Chairman and Clerk of the Board of County Commissioners of the Issuer and all other officers and employees of the Issuer are i hereby authorized to exer_.ute such further agreements and take -5- C> 40 such further action as shall be necessary to carry out the intent and purposes expressed in such letter attached as Exhibit A, upon its becoming_ an agreement on its execution by the Proprietor, and are further authorized to take such other steps and actions as may be required and necessary in order to issue such bonds. - SECTION 5. EFFECTIVE DATE. This resolution shall take effect immediately upon its passage. The foregoing resolution was offered by Commissioner Wodtke who moved its adoption. The motion was seconded by Commissioner Bird and, upon being put to a vote, the vote was as follows: Chairman Don C. Scurlock, Jr. Aye Vice -Chairman A. Grover Fletcher Nay Commissioner Patrick B. Lyons Aye Commissioner William C. Wodtke, Jr. Aye Commissioner Dick Bird - Aye The Chairman thereupon declared the resolution duly passed and adopted this 17th day of February , 1982. BOARD OF COUNTY COMMISSIONER OF IN IAN,,,RIViR COUNTY, F GRIDA Bye �� DON C. SCCE U�.),e nn // Chairman Attest. -art A' !P4_r-0 Freda Wright Clerk APPROVED AS TO FO.y AN4G,��Y , SUy",,FIfy wNCY By��vt✓//o- BRANDJNBURG At` Y -6- do 40 EXTRACTS FROM THE MINUTES OF A Regular MEETING OF THE Board of County Commissioners OF Indian River County, Florida HELD ON THE 17th DAY OF February , 1982 The Board of County Commuissioners of Indian River County, Florida met in Regular meeting at County Commission Chamber in the City of Vero Beach Florida , at 8:30 o'clockA M. on the 17th day of February , 19 82 , the place, hour, and date duly established for the holding of such meeting. The Chairman called the meeting to order and on roll call the following answered present: Dick Bird , Don C. Scurlock, Jr. , A. Grover Fletcher Patrick B. Lyons , William C. Wodtke. Jr. - , _- ---- -.-.-- _ and the following were absent: None The Chairn><-au declared a quorum present. 40 C_ Y A resolution entitled: RESOLUTION M. 82-34 A RESOLUTION AuiHoRIZING THE EXECGTION AND DELIVERY BY INDIAN RIVER OOUN, FLORIDA, OF A LETTER OF INTENT AND INDUMENT TO ROBERT H. DAVIS AND WILLIAM A. DAVIS WITH RESPECT TO THE ISSUANCE THE OOUNTY OF INDUSTRIAL DEVELOPMENT REVENGE BONDS TO YINANCE THE COST OF THE ACQUISITION, CONSTRUCTION AND EQUIPMENT OF AN INDUSTRIAL OR MZNUFACII NG PLAPTr IN THE COLNZY: AND -PROVIDING AN EFFECTIVE DATE. was introduced by Mr. Scurlock The resolution was then read in full and discussed and considered. Mr. Wodtke then moved the adoption of the resolution as introduced and read. Mr. Bird seconded the motion, and, on roll call, the following voted 'tAye" : Chairman Don C. Scurlock, Jr., Commissioners Patrick B. Lyons; William C. Wodtke, Jr.; Dick Bird and the following voted "Nay": Vice Chairran A. Grover Fletcher The Chairman thereupon declared the motion carried and the resolution adopted as introduced and read. There being no further business to come before the meeting, upon motion duly made and seconded, the meeting was adjourned. v 2. The annexed copy of D of the N meeting of the Board CERTIFICATE OF RECORDING OFFICER The undersigned HEREBY CERTIFIES that: 1. She is the duly appointed, qualified and acting Clerk of the Board ofn mry MrrmiGsionPrc of Indian R; ver COC (herein called the Board "), and keeper of the records thereof, including the minutes of its proceedings; 3. The meeting was duly convened in conformity with all applicable requirements; a proper quorum was present throughout the meeting and the resolution hereinafter mentioned was duly proposed, considered, and adopted in conformity with applicable requirements; and all other requirements and proceedings incident to the proper adoption of the resolution have been duly fulfilled, carried out, and otherwise observed; and 4. She is duly authorized to execute this Certificate; 5. The copy of the resolution annexed hereto entitled: RESOLUTION NO. 82-34 A RESOLUTION AUIHORIZING THE EXECUTION AND DELIVERY BY INDIAN RIVER OJUdTY, FLORIDA, OF A LETTER OF INTENT AND INDL'MMIT TO ROBERT H. DAVIS AND III LIAM A. DAVIS 14ITH RESPECT TO THE ISSUANCE BY UE COUNTY OF INDUSTRIAL DEVELOPiENP REVENUE BONDS TO FINANCE THE COST OF THE AOQUISITION, CONSTRUCTION AND EQUIPMENT OF AN II\TiUSTRL%L OR MMU1FACTURING PLANT IN THE COUNTY; AND PROVIDING AN EFT ECTIVE DATE. is a true, correct, and compared copy of the original resolution referred to in the extracts and as finally adopted at the meeting and, to the extent required by law, as thereafter duly signed or approved by the proper officer or officers of the g22r� , which resolution is on file and oc record. 2. The annexed copy of extracts from the minutes of the Regular meeting of the Board held on— thel rhe day of Februa correct, and compared copy of the , 19aL_, is a true, whole of the original minutes of the meeting on file and of record insofar as the same relate to the resolution referred to in such extracts and to the other matters referred to therein; 3. The meeting was duly convened in conformity with all applicable requirements; a proper quorum was present throughout the meeting and the resolution hereinafter mentioned was duly proposed, considered, and adopted in conformity with applicable requirements; and all other requirements and proceedings incident to the proper adoption of the resolution have been duly fulfilled, carried out, and otherwise observed; and 4. She is duly authorized to execute this Certificate; 5. The copy of the resolution annexed hereto entitled: RESOLUTION NO. 82-34 A RESOLUTION AUIHORIZING THE EXECUTION AND DELIVERY BY INDIAN RIVER OJUdTY, FLORIDA, OF A LETTER OF INTENT AND INDL'MMIT TO ROBERT H. DAVIS AND III LIAM A. DAVIS 14ITH RESPECT TO THE ISSUANCE BY UE COUNTY OF INDUSTRIAL DEVELOPiENP REVENUE BONDS TO FINANCE THE COST OF THE AOQUISITION, CONSTRUCTION AND EQUIPMENT OF AN II\TiUSTRL%L OR MMU1FACTURING PLANT IN THE COUNTY; AND PROVIDING AN EFT ECTIVE DATE. is a true, correct, and compared copy of the original resolution referred to in the extracts and as finally adopted at the meeting and, to the extent required by law, as thereafter duly signed or approved by the proper officer or officers of the g22r� , which resolution is on file and oc record. 40 0 WITNESS my hand and the seal of the , this «2 day of c�.���%'`Gtt� r , 19L (SEAL) C> • e ® ® Cliauman Vice Chairman DON C. SCURLOCK, JR. A. GROVER FLETCHER PATRICK 8. LYONS WILLIAM C. WOOTKE, JR. DICK BIRD District 3 District 1 District 2 District 4 Oisi"Ct 5 BOARD OF COUNTY COMMISSIONERS 1840 25th Street, Vero Beach, Florida 32960 NEIL A. NELSON - County Administrator Telephone: (305) 567-8000 Messrs. Robert H. Davis and William A. Davis 384 N. E. 94th Street Miami Shores, Florida 33138 Secretary to Board Telephone: (305) 567.8000 February , 1982 Re: Proposed Construction of Light Metal Material Handling Plant Gentlemen: Based upon recent discussions with you, it is the understanding of the Board of County Commissioners (the "Board") and the officials and representatives of Indian River County, Florida (the "Issuer"), that you are currently considering the construction of an approximately 24,000 square foot light metal material handling plant, with necessary office space, situated within the territorial limits of the Issuer (the "Project"); that the costs of the Project, including the cost of Project site acquisition, will not exceed $850,000; that the Project will pro- vide employment in the area of the Issuer for approximately 40 people; and that the willingness of the Issuer to issue and sell its industrial development revenue bonds for the purpose of financing the acquisition, construction and equipment of the Project is an important fact under consideration by you in deter- mining the extent of the development feasibility of the Project. The Board has previously adopted a resolution and the Issuer has executed an agreement inducing Rampmaster, Inc., to proceed with the acquisition and construction of the Project. You have represented that the Project will be owned by you rather than Rampmaster, Inc., and that the adoption of such resolution induced you to proceed with the Project, since on the date of adoption of such resolution, and on this date, you own 80% of the outstanding stock of Rampmaster, Inc. However, it is necessary and desirable to enter into a revised inducement agreement with respect to the Project. 40 �A Messrs. Davis and Davis February , 1982 Page Two The Board has determined that the issuance of bonds by the Issuer to assist you by financing such Project in the area of the Issuer will result in an increase of employment in such area, and that the issuance of such bonds will serve a public purpose by advancing the economic prosperity and the general welfare of the State of Florida and its people. "Accordingly, in order to further induce you to incur expenses for the initiation of such Project and its financing, the Issuer hereby makes the following proposal: 1. Subject to receipt of the firm take -our commitment letter of Barnett Bank of South Florida, N.A., f/k/a The First State Bank of Miami, properly executed by all parties thereto, the Issuer will issue its industrial development revenue bonds in an aggregate principal amount not to exceed $350,000 for the pur- pose of paying the cost of the acquisition, construction and equipment of the Project, pursuant to preliminary general plans and specifications relating to such facilities which are on file in the office of the Clerk of. the Board. The bonds will be issued in such aggregate principal amount, mature at such times_, bear interest at such rates and be subject to such other terms as shall be agreed upon among you and the Issuer and the bondholders. 2. You and the Issuer will enter into a Loan Agreement, Mortgage and Security Agreement (the "Agreement") which shall provide for a loan of bond proceeds by the Issuer to you for the purpose of the acquisition, construction and equipment of the Project, and you will execute and deliver a promissory note (the "Note") evidencing the loan. The Agreement shall be assigned either to a bank trustee for the benefit and protection of the bondholders, or to the bondholders. The installment payments to be made by you pursuant to the Agreement and Note shall be pledged to the payment of the principal of, interest on and redemption premium, if any, applicable to the bonds and the fees and expenses of the trustee, if any. The aggregate principal amount of the bonds shall only be fully sufficient to pay the cost of the Project, the cost and expenses of financing the same and the expenses of you, the trustee, if any, and the Issuer related thereto. 3. The Issuer will cooperate in the preparation of the Agreement, the Note and the necessary resolutions for the authorization and sale of the bonds, and will proceed with vali- dation of the bonds in the Circuit Court for Indian River County, Florida, pursuant to the provisions of Ch. 75, Fla. Stat. (1981). 40 ®m Messrs. Davis and Davis February 1982 Page Three 4. Upon delivery of the bonds, the provisions of this proposal and the agreement resulting from its acceptance by you shall have no further effect, and in the event of any incon- sistency between the terms of this proposal and the terms of the Agreement and the Note in the form in which they shall be finally approved -.by resolution of the Board, the provisions of the Agreement and Note as so approved shall control. 5. Upon acceptance by you of this proposal, the Issuer shall keep open and outstanding this commitment and inducement to you for a reasonable time so long as you shall be proceeding with appropriate efforts toward conclusion of any arrangements necessary to the Project, and so long as there shall be no material adverse change in your financial condition; provided, however, if for any reason (other than that which shall be the fault of the Issuer) the bonds are not delivered to the purchaser or purchasers thereof within one year from the date hereof, then the provisions of this proposal and the agreement resulting from its acceptance by you will be deemed cancelled. In such event, or in the event of its earlier cancellation by agreement between you and the Issuer, neither party shall have any rights against the other and no third party shall have any rights against either party except: (a) You will pay to the Issuer the amount of all expen- ses which shall have been incurred by the Issuer in connection with the Project, and any administrative fees of the Issuer in reviewing and processing your bond issuance application. (b) You will assume and be responsible for all contracts entered into by the Issuer at your request in connec- tion with the Project; and (c) You will pay the out-of-pocket expenses of offi- cials and representatives of the Issuer incurred in connection with the Project and will pay counsel for the Issuer and the firm of Freeman, Richardson, Watson & Kelly, P.A., bond counsel, legal fees for legal services related to the Project or the financing thereof in accordance with its fee letter addressed to the Board dated August 5, 1981. 6. The Issuer shall not be obligated to pay any of the bonds or the interest thereon from any funds of the Issuer derived from any source other than the Agreement and Note, or any guaranty agreement by Rampmaster, Inc., and each bond shall con- 40 40 •0 Messrs. Davis and Davis February , 1982 Page Four tain a statement substantially to that effect upon its face. the Issuer shall not be required to incur any expense with respect to the Project or the bonds unless requested..to do so by you, in which event you hereby agree to reimburse the full amount of such expense to the Issuer; and the Issuer may require payment to it of such amount as a prerequisite to its incurring any such expense. ' --In accepting this proposal, you thereby agree to indem- nify and defend the Issuer and hold the Issuer harmless against any and all claims, losses, liabilities or damages to property or any injury or death of any person or persons occurring in connec- tion with the construction, equipment and operation of the Project, or in any way growing out of or resulting from this pro- posal (upon its becoming an agreement, if accepted) including, without limitation, all costs and expenses of the Issuer, including reasonable attorneys' fees, incurred in the enforcement of any of your agreements herein contained. This indemnity shall be superseded by a similar indemnity in the Agreement and, in the event the bonds are not delivered, this indemnity shall survive the termination of the agreement resulting from your acceptance of this proposal. _ 7. If it becomes evident at any time, in the opinion of bond counsel to the Issuer, that the interest on the bonds will not be exempt from federal income taxation on the proposed date of delivery of the bonds, and/or that you are or will be inca- pable of or unwilling to perform your obligations under the Agreement and Note, when executed and delivered, this proposal, if accepted by you, may be terminated at the option of the Issuer, and neither party shall have any rights against the other and no third party shall have any rights against either party except as provided in paragraphs 5(a), (b) and (c) of this proposal. If this proposal shall be satisfactory to you, please execute and date the acceptance statement below, and provide an accepted copy to the Issuer, whereupon this proposal will consti- tute an agreement in principle with respect to the matters herein contained. El 40 Messrs. Davis and Davis February !_, 1982 page Five Yours very truly, INDIAN RIVER COUNTY, FLORIDA By Chairman (SEAL) Attest: Approved as to Form and Correctness: Clerk Cvunty Attorney Accepted by Robert H. Davis and William A. Davis on 1982. Robert H. Davis William A. Davis 40 so Chau•nanV ha,, an DON C. SCURLOCK. JR. A. OR� .i FLETCHER PATRICK B. LYONS Wit .M C. WODTKE. JR. District 3 District I District 2 District 4 BOARD OF COUNTY COMMISSIONERS 1840 25th Street, Vero Beach, Florida 32960 NEIL A. NELSON - County Administrator Telephone: (305) 567-8000 Messrs. Robert H. Davis and William A. Davis 384 N. E. 94th Street Miami Shores, Florida 33138 DICK DIRD Dislnct 5 Secretary to Board Telephone: 1305) 567.8000 February f7, 1982 Re: Proposed Construction of Light Metal Material handling Plant Gentlemen: Based upon recent discussions with you, it is the understanding of the Board of County Commissioners (the "Board") and the officials and representatives of Indian River County, Florida (the "Issuer"), that you are currently considering the construction of an approximately 24,000 square foot light metal material handling plant, with necessary office space, situated within the territorial limits of the Issuer (the "Project"); that the costs of the Project, including the cost of Project site acquisition, will not exceed $850,000; that the Project will pro- vide employment in the area of the Issuer for approximately 40 people; and that the willingness of the Issuer to issue and sell its industrial development revenue bonds for the purpose of financing the acquisition, construction and equipment of the Project is an important fact under consideration by you in deter- mining the extent of the development feasibility of the Project. The Board has previously adopted a resolution and the Issuer has executed an agreement inducing Rampmaster, Inc., to proceed with the acquisition and construction of the Project. You have represented that the Project will be owned by you rather than Rampmaster, Inc., and that the adoption of such resolution induced you to proceed with the Project, since on the date of adoption of such resolution, and on this date, you own 808 of the outstanding stock of Rampmaster, Inc. However, it is necessary and desirable to enter into a revised inducement agreement with respect to the Project. 40 of Messrs. Davis and Davis February 1982 Page Two The Board has determined that the issuance of bonds by the Issuer to assist you by financing such Project in the area of the Issuer will result in an increase of employment in such area, and that the issuance of such bonds will serve a public purpose by advancing the economic prosperity and the general welfare of the State of Florida and its people. Accordingly, in order to further induce you to incur expenses for the initiation of such Project and its financing, the Issuer hereby makes the following proposal: 1. Subject to receipt of the firm take -our commitment letter of Barnett Bank of South Florida, N.A., f/k/a The First State Bank of Miami, properly executed by all parties thereto, the Issuer will issue its industrial development revenue bonds in an aggregate principal amount not to exceed $850,000 for the pur- pose of paying the cost of the acquisition, construction and equipment of the Project, pursuant to preliminary general plans and specifications relating to such facilities which are on file in the office of the Clerk of the Board. The bonds will be issued in such aggregate principal amount, mature at such times, bear interest at such rates and be subject to such other terms as shall be agreed upon among you and the Issuer and the bondholders. 2. You and the Issuer will enter into a Loan Agreement, Mortgage and Security Agreement (the "Agreement") which shall provide for a loan of bond proceeds by the Issuer to you for the purpose of the acquisition, construction and equipment of the Project, and you will execute and deliver a promissory note (the "Note") evidencing the loan. The Agreement shall be assigned either to a bank trustee for the benefit and protection of the bondholders, or to the bondholders. The installment payments to be made by you pursuant to the Agreement and Note shall be pledged to the payment of the principal of, interest on and redemption premium, if any, applicable to the bonds and the fees and expenses of the trustee, if any. The aggregate principal amount of the bonds shall only be fully sufficient to pay the cost of the Project, the cost and expenses of financing the same and the expenses of you, the trustee, if any, and the Issuer related thereto. 3. Phe Issuer will cooperate in the preparation of the Agreement, the Note and the necessary resolutions for the authorization and sale of the bonds, and will proceed with vali- dation of the bonds in the Circuit Court for Indian River County, Florida, pursuant to the provisions of Ch. 75, Fla. Stat. (1981). 40 • of LE Messrs. Davis and Davis February 1982 Page Three 4. Upon delivery of the bonds, the provisions of this proposal and the agreement resulting from its acceptance by you shall have no further effect, and in the event of any incon- sistency between the terms of this proposal and the terms of the Agreement and the Note in the form in which they shall be finally approved by resolution of the Board, the provisions of the Agreement and Note as so approved shall control. 5. Upon acceptance by you of this proposal, the Issuer shall keep open and outstanding this commitment and inducement to you for a reasonable time so long as you shall be proceeding with appropriate efforts toward conclusion of any arrangements necessary to the Project, and so long as there shall be no material adverse change in your financial condition; provided, however, if for any reason (other than that which shall be the fault of the Issuer) the bonds are not delivered to the purchaser or purchasers thereof within one year from the date hereof, then the provisions of this proposal and the agreement resulting from its acceptance by you will be deemed cancelled. In such event, or in the event of its earlier cancellation by agreement between you and the Issuer, neither party shall have any rights against the other and no third party shall have any rights against either party except; (a) You will pay to the Issuer the amount of all expen- ses which shall have been incurred by the Issuer in connection with the Project, and any administrative fees of the Issuer in reviewing and processing your bond issuance application. (b) You will assume and be responsible for all contracts entered into by the Issuer at your request in connec- tion with the Project; and (c) You will pay the out-of-pocket expenses of offi- cials and representatives of the Issuer incurred in connection with the Project and will pay counsel for the Issuer and the firm of Freeman, Richardson, Watson & Kelly, P.A., bond counsel, legal fees for legal services related to the Project or the financing thereof in accordance with its fee letter addressed to the Board dated August 5, 1981, 6. The Issuer shall not be obligated to pay any of the bonds or the interest thereon from any funds of the Issuer derived from any source other than the Agreement and Note, or any guaranty agreement by Rampmaster, Inc., and each bond shall con- 40 of Messrs. Davis and Davis February 1982 Page Four tain a statement substantially to that effect upon its face. The Issuer shall not be required to incur any expense with respect to the Project or the bonds unless requested to do so by you, in which event you hereby agree to reimburse the full amount of such expense to the Issuer; and the Issuer may require payment to it of such amount as a prerequisite to its incurring any such expense. In accepting this proposal, you thereby agree to indem- nify and defend the Issuer and hold the Issuer harmless against any and all claims, losses, liabilities or damages to property or any injury or death of any person or persons occurring in connec- tion with the construction, equipment and operation of the Project, or in any way growing out of or resulting from this pro- posal (upon its becoming an agreement, if accepted) including, without limitation, all costs and expenses of the Issuer, including reasonable attorneys' fees, incurred in the enforcement of any of your agreements herein contained. This indemnity shall be superseded by a similar indemnity in the Agreement and, in the event the bonds are not delivered, this indemnity shall survive the termination of the agreement resulting from your acceptance of this proposal. 7. If it becomes evident at any time, in the opinion of bond counsel to the Issuer, that the interest on the bonds will not be exempt from federal income taxation on the proposed date of delivery of the bonds, and/or that you are or will be inca- pable of or unwilling to perform your obligations under the Agreement and Note, when executed and delivered, this proposal, if accepted by you, may be terminated at the option of the Issuer, and neither party shall have any rights against the other and no third party shall have any rights against either party except as provided in paragraphs 5(a), (b) and (c) of this proposal. If this proposal shall be satisfactory to you, please execute and date the acceptance statement below, and provide an accepted copy to the Issuer, whereupon this proposal will consti- tute an agreement in principle with respect to the matters herein contained. 40 •s [Messrs. Davis and Davis February __, 1982 Page Five Yours very truly, INDIAN RIVER COUNTY, FLORIDA By/ �i 'L— C rman (SEAL) Attest: Approved as to Form and Correctness: Clerk Co / ty Attorney •,l Accepted by Robert H. Davis and William A. Davis on /%1982. / Kobert H. DaVis /iM iam A. Davis