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HomeMy WebLinkAbout1982-114RESOLUTION NO. 82-114 A RESOLUTION PROVIDING FOR THE FINANCING OF THE ACQUISITION, CONSTRUCTION AND EQUIPMENT OF AN INDUSTRIAL OR MANUFACTURING PLANT IN INDIAN RIVER COUNTY, FLORIDA, TO BE OWNED AND OPERATED BY A PARTNERSHIP COMPRISED OF ROBERT H. DAVIS ANDWILLIAM A. DAVIS; PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $850,000 INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1982 (RAMPMASTER PROJECT), THE PROCEEDS OF WHICH WILL BE LOANED TO THE ABOVE PERSONS TO PAY THE COST OF SUCH PLANT; PROVIDING :'OR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; PROVIDING FOR THE PAYMENT THEREOF; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA (the "Board" and "Issuer," respectively): SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolu- tion is adopted pursuant to the provisions of Chapter 159, Part II, Florida Statutes, and other applicable provisions of law (collectively, the "Act"). SECTION 2. DEFINITIONS. Unless the context otherwise requires, the terms used in this resolution shall have the meanings specified in the Loan Agreement, Mortgage and Security Agreement (the "Loan Agreement") attached hereto as Exhibit A. SECTION 3. FINDINGS. It is hereby ascertained, deter- mined and declared as follows: A. The Issuer is authorized under Chapter 159, Part II, Florida Statutes, to make and execute financing agreements, contracts, deeds and other instruments necessary or convenient for the purpose of facilitating the financing of certain projects, 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 develop- ment of the State of Florida, increase opportunities for gainful employment and otherwise aid in improving the prosperity and welfare of the State and its inhabitants, and to provide such financing through the issuance of industrial development revenue bonds. -1- ® rE B. The Project is appropriate to the needs and cir- cumstances of the Issuer's community, and the location of the Project therein will make a significant contribution to the eco- nomic growth of such community, will provide gainful employment and will serve a public purpose by advancing the economic prosperity and the general welfare of the State of Florida and its people. C. Giving due regard to the ratio of the Proprietor's current assets to its current liabilities, net worth, earnings, trends, coverage of all fixed charges, the nature of its business and the industry in which it is involved, its inherent stability, and all other factors determinative of the Proprietor's capabilities, financial and otherwise► of fulfilling its obliga- tions consistently with the purposes o' the Act, the Proprietor is financially responsible and fully capable and willing to fulfill its obligations under the Loan Agreement, including the obligation to make payments thereunder in the amounts and at the times required pursuant to the terms of the Loan Agreement and the obligation to repair and maintain the Project at its own expense► and the Proprietor 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 pursuant to the provisions of the Loan Agreement. D. The Issuer is capable of providing when needed all the necessary public facilities, utilities and services that will be necessary for the construction, operation, repair and main- tenance of the Project and on account of any increase in popula- tion or other circumstances resulting by reason of the location of the Project within the territorial limits of the Issuer. E. Adequate provision is made under the provisions of the Loan Agreement for the repair and maintenance of the Project at the expense of the Proprietor, and for the payment of the principal of and premium, if any, and interest on the Bonds. F. The principal of and premium, if any, and interest on the Bonds and all payments required under the Loan Agreement shall be payable solely from the proceeds derived by the Issuer under the Loan Agreement, including the loan payments required to be made by the Borrower in connection with its use and operation of the Project, and the Issuer shall never be required to (i) levy ad valorem taxes on any property to pay the principal of and premium, if any, and interest on the Bonds or to make any other payments provided for under the Loan Agreement, or (ii) pay the same from any funds of the Issuer other than those derived by the Issuer under the Loan Agreement; and such Bonds shall not consti- -2- of tote a lien upon any property owned by the Issuer or situated within its territorial limits, except the Project in the manner provided in the Loan Agreement. G. The payments to be made by the Proprietor under the Loan Agreement will be sufficient to pay all principal of and interest on and premium, if any, for the Bonds, as the same shall become due, and to make all other payments required by the Loan Agreement. H. The costs to be paid from the proceeds of the Bonds will be costs of the Project, within the meaning of the Act. I. The interest on the Bonds ,gill be exempt from federal income taxation under existing laws of the United States. SECTION 4. FINANCING OF THE PROJECT AUTHORIZED. The financing of the cost of the Project in the manner provided in the Loan Agreement is hereby authorized. SECTION 5. AUTHORIZATION OF BONDS. Obligations of the Issuer to be known as "Industrial Development Revenue Bonds, Series 1982 (Rampmaster Project)," are hereby authorized to be issued in an aggregate principal amount not exceeding 5850,000, in the form of a single, fully registered bond and in the manner described in the Loan Agreement. The Bonds will be dated such date and mature in such years and amounts, will contain such redemption provisions, and will bear interest at such rates (not exceeding the maximum interest rate permitted by the Act or by other applicable provision of law) and payable at such times, as provided in the Loan Agreement or as fixed by subsequent resolu- tion of the Issuer adopted prior to the sale of the Bonds. If the Bonds shall be dated other than as provided in the Loan Agreement, then the date of the Loan Agreement will be changed to correspond to the date of the Bonds, and all dates appearing in the Loan Agreement will be adjusted accordingly and correspon- dingly. SECTION 6. AUTHORIZATION OF EXECUTION AND DELIVERY OF LOAN AGREEMENT. The Loan Agreement, in substantially the form thereof attached hereto as Exhibit A, with such changes, altera- tions and corrections as may be approved by the Chairman of the Board, such approval to be presumed by his execution thereof, is hereby approved by the Issuer, and the Issuer hereby authorizes and directs the Chairman to execute and the Clerk of the Board to attest, under the seal of the Board, the Loan Agreement and to deliver to the Proprietor the Loan Agreement, all of the provi- sions of which, when executed and delivered by the Issuer as authorized herein and by the Proprietor duly authorized, shall be -3- 0a deemed to he a part of this resolution as fully and to the same extent as if incorporated verbatim herein. SECTION 7. APPROVAL OF GUARANTY. The Guaranty Agreement, by and between the Issuer and Rampmaster, Inc., in substantially the form thereof attached hereto as Exhibit B, with such changes, alterations and corrections as may be approved by the Chairman of the Board, such approval to be presumed by his execution thereof, is hereby approved by the Issuer, and the Issuer hereby authorizes and directs such Chairman to execute and the Clerk of the Board to attest, under the seal of the Board, the Guaranty Agreement and to deliver the Guaranty Agreement to Rampmaster, Inc. SECTION 8. NO PERSONAL LIABILITY. No covenant, stipu- lation, obligation or agreement herein contained or contained in the Loan Agreement or Guaranty Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any member, agent or employee of the Issuer or its governing body in his individual capacity, and neither the members of the Issuer nor any official executing the Bonds shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof. SECTION 9. NO THIRD PARTY BENEFICIARIES. Except as herein or in the Loan Agreement or Guaranty Agreement otherwise expressly provided, nothing in this resolution or in the Loan Agreement or Guaranty Agreement, expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation other than the Issuer, the Proprietor and the holders of the Bonds any right, remedy or claim, legal or equitable, under and by reason of this instrument or any provi- sion thereof or of the Loan Agreement or. Guaranty Agreement, this resolution, the Loan Agreement and the Guaranty Agreement intended to he and being for the sole and exclusive benefit of. the Issuer, the Proprietor and the holders from time to time of the Bonds. SECTION 10. PREREQUISITES PERFORMED. All acts, condi- tions and things relating to the passage of this instrument, to the issuance of the Bonds, and to the execution of the Loan Agreement or Guaranty Agreement, required by the Constitution or laws of the State of Florida to happen, exist and be performed precedent to and in the passage hereof, and precedent to the issuance of the Bonds, and precedent to the execution and deli- very of the Loan Agreement or Guaranty Agreement, have happened, exist and have been performed as so required. -4- SECTION 11. GENERAL AUTHORITY. The members of the Board and its officers, attorneys, engineers or other agents or employees are hereby authorized to do all acts and things required of them by this resolution, the Loan Agreement or the Guaranty Agreement, or desirable or consistent with the require- ments hereof or such Loan Agreement or Guaranty Agreement, for the full punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the Luan Agreement, the Guaranty Agreement and this resolution. SECTION 12. SALE OF BONDS. The Bonds shall be issued and sold in such manner and at such price or prices consistent with the Act, all at one time or in installments from time to time, all as shall be hereafter determined by the Board. SECTION 13. ARBITRAGE. The Issuer covenants that it will not make any investments or acquiesce in the making of any investments by the Proprietor pursuant to or under the Loan Agreement which could cause the Bonds to be "arbitrage bonds" within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and the applicable regulations issued thereunder. SECTION 14. THIS INSTRUMENT CONSTITUTES A CONTRACT. The Issuer covenants and agrees that this instrument shall constitute a contract between the Issuer and the holders from time to time of any of the Bonds then outstanding, and that all covenants and agreements set forth herein and in the Loan Agreement to be performed by the Issuer shall be for the equal and ratable benefit and security of all holders of the Bonds without privilege, priority or distinction as to lien or other- wise of any of the Bonds over any other of the Bonds. SECTION 15. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, 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 16. REPEALING CLAUSE. All resolutions or parts thereof of the Board in conflict with the provisions herein con- tained are, to the extent of such conflict, hereby superseded and repealed. -5- SECTION 17. EFFECTIVE DATE. This instrument shall take effect immediately upon its adoption. The foregoing resolution was offered by Commissioner Lyons 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 3rd day of November , 1982. BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA By DON C. SCURL C , JR. Chairman Attest: FREDA WRIGHT, Cle m APPROVED A O FORM AND4nt FFIC NCXw By, M. BRANDENBURG CAttorney -6- 40 CERTIFICATE OF RECORDING OFFICER The undersigned HEREBY CERTIFIES that: 1. SHe is the duly appointed, qualified and acting Clerk of the Board of County Commissioners (herein called the " B -a" ) , and keeper of the records thereof, including hu minuet s of its proceedings; 2. The annexed copy of extracts from the minutes of: the Regular meeting of the Board field on the _ �� day of November , 1982 , is a true, correct, and compared copy of the whole of the original minutes of the meeting an file and of recd --d 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; ano all other requirements and proceedings incident to the proper adoption of the resolution have been duly fulfilled, carred out, and otherwise observed; and 4. S He, is duly authorized to execute this Certificate; 5. The copy of the resolution annexed hereto entitled: RESOLUTION NO. 82-114 A RESOLUTION PROVIDING FOR THE FINANCING OF THE ACQUISITION, CONSTRUCTION AND EQUIPMENT OF AN INDUSTRIAL OR MANUFACTURING PLANT IN INDIAN RIVER COUNTY, FLORIDA, TO BE OWNED AND OPERATED BY A PARTNERSHIP COMPRISED OF ROBERT H. DAVIS AND WILLIAM A. DAVIS: PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $850,000 INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1982 (RAMPMASTER PROJECT), THE PROCEEDS OF WHICH WILL BE LOANED TO THE ABOVE PERSONS TO PAY THE COST OF SUCH PLANT: PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS: PROVIDING FOR THE PAYMENT THEREOF: MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS. 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 exr_enr� y rarriYi�ed b� L _._ -, u.,�, as t�,��eafter duly signed or approved by the proper officer or officers of the Board , which resolution is on file and of record. •! WITNESS my hand and the seal of the Clerk , this 5h day of allovember 19 82 . (SEAL) Freda Wright. Clerk [6• EXTRACTS FROM THE MINUTES OF A Regular MEETING; OF THE Board of County Commissioners OF IDd•ian River County, Florida I HELD ON THE 3rd DAY OF November , 19 82 The _Poard of County Commissioners Of --Indian River County, Florida met in Regular p meeting at 1840 25th Street in the City of ,yero Beach Florida at 10:00_ o'clock A M. on the 3rd day of November 19—U, 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: ! _ Don C, Scurlock Jr. Dick Bird --A,-Grover Fletcher , William C. Wodtke, ,7r, Patrick B. _',,Pons f e and the following were absent: _ NQne , The Chairman declared a quorum present. r [It0 A resolution entitled: RESOLUTION NO, 82-,114 A RESOLUTION PROVIDING FOR THE FINANCING OF THE ACQUISITION, CONSTRUCTION AND EQUIPMENT OF AN INDUSTRIAL OR MANUFACTURING PLANT IN INDIAN RIVER COUNTY, FLORIDA, TO BE OWNED AND OPERATED BY A PARTNERSHIP COMPRISED OF ROBERT H. DAVIS AND WILLIAM A. DAVIS; PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $850,000 INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1982 (RAMPMASTER PROJECT), THE PROCEEDS OF WHICH WILL BE LOANED TO THE ABOVE PERSONS TO + PAY THE COST OF SUCH PLANT; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS;PROVIDING FOR THE PAYMENT TliEREO)F; MAKING (:J, CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS, was introduced by kx. Attorney Gary Brandenburg _ The resolution was then read in full and, ,discussed and considered. Mr. Patrick B. Lyons then moved the adoption of the resolution as introduced and read. Mr. Dick Bird seconded the motion, and, on roll call, the following voted "Aye": _ Patrick B. Lyons; Dick Bird; William C. Wodtke, Jr., and Don C Scurlock, Jr. and the following voted "Nay": 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.