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HomeMy WebLinkAbout1982-048J RESOLUTION NO. 82-48 A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, OF A LETTER OF INTENT AND INDUCEMENT AGREEMENT TO GENERAL DEVELOPMENT UTILITIES, INC., WITH RESPECT TO THE ISSUANCE OF REVENUE BONDS TO FINANCE SAID COMPANY'S INDUSTRIAL FACILITIES FOR THE FURNISHING - OF SEWERAGE SERVICES. BE IT RESOLVED BY THE BOARD OF COUNTY COTifiISSIONERS OF INDIAN RIVER COUNTY AS FOLLOWS: Section 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to the provisions of Part II, Chapter 159, Florida Statutes (the "Act"), and other applicable provisions of law. Section 2. FINDINGS. It is hereby ascertained, determined 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 equipping 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 economic growth of the State of Florida, increase opportunities for gainful employment and otherwise contribute to the welfare of the State of Florida and its inhabitants, and to finance the cost of such projects by the issuance of its revenue bonds. B. General Development Utilities, Inc., a Florida corporation (the "Borrower") wishes to acquire certain real property, and to construct and equip thereon improvements comprising industrial facilities for the furnishing of sewerage services (the "Project"), more particularly described in Exhibit B attached hereto; and the Borrower has requested that the Issuer indicate to the Borrower its intentions in this respect in order to induce the Borrower to proceed with the Project and incur expenses for its initiation and its financing. C. The location of the Project in the Issuer's area of operation shall make a significant contribution to the economic growth of the area of operation of the Issuer, shall provide gainful employment and shall serve a public purpose by advancing the economic prosperity, the public health and the general welfare of the State of Florida and its people. D. Giving due regard to the financial strength of the Borrower as demonstrated by evidence which has been previously furnished to the Issuer, and which sets forth the Borrower's ratio of current assets to current liabilities, net worth, earnings trends and coverage of all fixed charges and the nature of the industry or activity involved and its inherent stability and any guaranty of the bonds by some other financially responsible person, firm or corporation, and all other factors determinative of the Borrower's capabilities, financial and otherwise, of fulfilling its obligations consistently with the purposes of ti ,e Act, the Borrower itself is financially responsible and fully capable and willing to fulfill its obligations under the proposed Loan Agreement or Installment Sale Agreement (hereinafter defined), including the 40 a ®• obligation to pay the installments upon the loan or sale in the amounts and at the times required and the obligation to operate, repair and maintain at its own expense the Project, and the Borrower is desirous of serving the purposes of the Act and is willing and capable of fully performing all other obligations and responsibilities imposed upon it by the Loan Agreement or Installment Sale Agreement. E. 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 construction, 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 area of operation of the Issuer are available now or can be provided when needed. F. The proceeds from the issuance of bonds by the Issuer will be either loaned to the Borrower pursuant to a Loan Agreement to be entered into between the Issuer and the Borrower (the "Loan Agreement") or used to acquire and construct the Project, which will be sold to the Borrower pursuant to an Installment Sale Agreement to be entered into between the Issuer, as seller, and the Borrower, as purchaser. Adequate provision will be made under the provisions of the Loan Agreement or the Installment Sale Agreement for the operation, repair and maintenance of the Project at the expense of the Borrower, and for the payment of the principal of and premium, if any, and interest on the bonds. G. The principal of and premium, if any, and interest on the bonds and all payments required under the proposed Loan Agreement or Installment Sale Agreement and the trust indenture securing the bonds shall be payable solely from the proceeds derived by the Issuer under the proposed Loan Agreement or Installment Sale Agreement, and the Issuer shall never be required to (i) levy ad valorem taxes on any property within its area of operation to pay the principal of and premium, if any, and interest on the bonds or to make any other payments provided for under the proposed Loan Agreement or Installment Sale Agreement or the trust indenture, or (ii) pay the same from any funds of the Issuer other than those derived by the Issuer under the proposed Loan Agreement or Installment Sale Agreement; and such bonds shall not constitute a lien upon any property owned by or situated within the area of operation of the Issuer except the Project. H. The Borrower's performance of its obligations, financial and other- wise, under the Loan Agreement or Installment Sale Agreement shall be secured by a first mortgage lien on Project real property and a security interest in the Project machinery and equipment. I. The interest on the bonds will be exempt from federal income taxation under existing laws of the United States. Section 3. AUTHORIZATION OF EXECUTION AND DBLIVE11' 01,' :.v- DUCEMENT LETTER. The Chairman of the Board of County Commissioners of the Issuer is hereby authorized to execute, and the Clerk of the Board of County Commissioners of the Issuer is hereby authorized to attest, the Issuer's letter or letters addressed to the Borrower and its affiliates in substantially the form attached to this resolution as Exhibit A and incorporated herein, with such changes therein, -2- ab 40 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 conclu;ively evidenced by their execution thereof. Such officers and all other officers and employees of the Issuer 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 such letter attached as Exhibit A, upon becoming an n(greement on its execution by the Borrower, and ern further authorized to take such other steps and actions as rnny be required nn,' necessary in order to issue such bonds. Section 4. EFFECTIVE DATE. This resolution shall take effect inn - mediately upon its adoption. The foregoing resolution was off.,red by Carmissir)n.:!r Wodtke who moved its adoption. The motion was seconded by Commissioner Bird and, upon `a in,r put to a vote, the vote was as follow: Chairman Don C. Scurlock; Jr. -'-Ay(,, Vice -Chairman A. Grover Fletcher- Naye Commissioner Patrick B. Lyon, - Aye Cormi.ssioner William C. wo6t:l•.c, Jr. - Aye Commissioner Dick Bird - Aye The Chairman thereupon docl.ared the resolution duly passr=d and adopted this .5 *44 dray o; MAY 1982. 1Y)MD OF COURPY OF INDIAN RIVER CL'' iNFY, FLPRIDA BY [UN' C. 5CURIl,),:K, R. 1 ClLninn�n -_� r1crDA ttiRIGEIT,V 1 AID PR'D%1 D TO FORM ANID r.R(_i SuFFTAIG.1 ` //f AY1hRAN URG Attorney -3- 40 40 .i EXHIBIT A General Development Utilities, Inc. Miami, Florida RE: Proposed financing by General Development Utilities, Inc., of industrial facilities for the furnishing of sewerage services (the "Project") situated in Indian River County with industrial development revenue bonds issued by the County. Gentlemen: Based upon recent discussions with officials of General Development Utilities, Inc. (the "Borrower"), it is the understanding of the officials and represen- tatives of Indian River County, Florida (the "Issuer"), that the Borrower is currently considering the acquisition and construction of industrial facilities for the furnishing of sewerage services (the "Project") situated within Indian River County, that the Project will cost approximately $4,024,000 and that the willingness of the Issuer to issue and sell its industrial development revenue bonds for the purpose of financing the Project is an important fact under consideration by the Borrower in determining the extent of the feasibility of the Project. The Issuer has determined that the Issuer's issuance of its bonds to assist the Borrower by financing such Project will serve a public purpose by advancing the economic prosperity, the public health and the general welfare of the State of Florida and its people. Accordingly, in order to induce the Borrower to incur expenses for the initiation of such Project and its financing, the Issuer hereby makes the following proposal: 1. The Issuer will issue its industrial development revenue bonds in a principal amount not to exceed $4,024,000 for the purpose of paying the cost of the Project. 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 between the Issuer and the Borrower. 2. The Issuer and the Borrower will enter into a Loan Agreement which shall provide for the loan of the bond proceeds to the Borrower for the acquisitio::, construction and equipping of the Project and repayment of the loan by the Borrower or an Installment Sale Agreement which shall provide for the acquisition, construction and equipping of the Project from the bond proceeds and sale of the Project to the Borrower, as purchaser (alternatively, the "Agreement"). The Borrower's performance of its obligations, financial and otherwise, under the Agreement shall be secured by a first mortgage lien on Project real property and a security interest in the project machinery and equipment for the benefit and protection of the bondholders. The payments to be made by the Borrower in repayment of the loan, or for the purchase price, pursuant to the Agreement 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. Upon payment in full under the Agreement, the lien of the trust indenture and the Agreement shall be discharged. The payments shall be fully CJ 4D sufficient only to pay the cost of the Project, the cost and expenses of financing the same and the expenses of the Borrower, the trustee and the Issuer related thereto. If mutually agreed by the Issuer and the Borrower, payment of principal of and interest on the bonds may be guaranteed by the Borrower's parent corporation, General Development Corporation, a Delaware corporation. 3. The Issuer will cooperate in the prompt preparation of the A& cement and the necessary resolutions for the authorization and sale of the bonds and will promptly proceed with validation of the bonds in the Circuit Court in and 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 tree agreement resulting from its acceptance by the Borrower shall have no further effect, and in the event of any inconsistency between the terms of this proposal and the terms of the Agreement in the form in which it shall be finally approved by resolution of the Issuer, the provisions of the Agreement as so approved shall control. 5. Upon acceptance by the Borrower of this proposal, the Issuer shat: keep open and outstanding this commitment and inducement to the Borrower for a reasonable time so long as the Borrower shall be proceeding with appropriate efforts toward conclusion of any arrangements necessary to the Project; 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 by December 31, 1982, then the provisions of this proposal and the agreement resulting from its acceptance by the Borrower shall be deemed cancelled. In such event, or in the event of its earlier cancellation by agreement between. the Borrower 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) The Issuer will transfer and convey to the Borrower all the Project components (and sites, if any) which shall have been acquired by the Issuer; provided the Issuer has received adequate compensation therefor from the Borrower. (b) The Borrower 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 Borrower, including any administrative fees of the Issuer in reviewing and processing Borrower's bond issuance application. (c) The Borrower will assume and be responsible for all contracts entered into by the Issuer at the request of the Borrower in connection with the Project; and (d) The Borrower will pay the out-of-pocket expenses of officials and representatives of the Issuer and counsel for the Issuer incurred in connection with the Project, will pay Livermore Klein & Lott, P.A., bond counsel for the Issuer, and %viL' pay the legal fees of Freeman, Richardson, Watson do Kelly, P.A., Special Counsa: retained by the Issuer in accordance with their fee letter dated March !3, 1 addressed to the County Attorney, and reasonable legal fees for legal services related to the Project or the financing thereof. 6. The Issuer shall not be obligated to pay any of the bonds or the interest thereon from any fends of the Issuer derived from any 5.......0 other than Agreement, and each bond shall contain a statement to that effect upon its face. T ::e Issuer shall not be required to incur any expense with respect to the Project or the bonds unless requested to do so by the Borrower, in which event the Borrower hereby agrees to reimburse the full amount of such expense to the Issuer; and the Issuer mai• require payment to it of such amount as a prerequisite to its incurring any such expense. The Borrower in accepting this proposal, will thereby agree to indemnify; 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 connection with the construction, equipping and operation of the Project by or on behalf of the Borrower, or in anv way growing out of or resulting; from this proposal (upon its becoming an arreement if accepted) including, without lirnitntion, all costs and expenses of the Issuer, including reasonable attorneys' fees, incurr-d in the enforeemenl of any agreement of the Borrower herein contained in the Agreement and, in the event the bonds are not delivered, this indemnity shall survive tl,c termination of the agreement resulting from the Borrower's acceptance of thi: proposal. If this proposal shall be satisfactory to the Borrower, ple+ise have th" acceptance statement which follows this proposal executed by the proper officers of the Borrower duly authorized and provide rrn executed copy to the Is.,ucr. v/hcrenr, .r. this proposal will constitute an agreement in principle with respect to the n:ett-rs herein contained. Yours very truly, INDIAN RIVER COUNTY, FLORIDA a Chnirnuui, 13 oar( of Count•.;' Corn in issior,ers :lltest: ,lerk, I;onrd of Co t qty k. �*�►>�+>~�.-:.-: C1onlill iaiorersLe Wx�Lz ctLSr :.ad Ic/al:Fttl+r,,if��.4Y �•�j'/,iJi l3fdn(iCn(1 t'(ri *;runty Atlon;ch---� '� 40 40 •• The terms and conditions contained in the foregoing proposal by the Board of County Commissioners of Indian River County, Florida are hereby accepted this _ day of , 1982. (SEAL) Attest: Its: GENERAL DEVELOPMENT UTILITIES, INC. By: Exhibit B Project Description SEVER TREATMENT PLANT EXPANSION The expansion of the treatment plant will be adjacent to the existin; sewa:' treatment plant in Section 31, Township 31S, Range 40E in the community commonly known as Vero Beach highlands in Indian River County, Florida. The project will entail the construction of one package plant, with a capacity of .25 million gallons daily, an anaerobic digester, polishing ponds, percolation beds, chlorination equipment, and lines totaling approximately 52,000 linear feet.