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Home My WebLink About1983-012RESOLUTION NO. 83-12 A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA OF AN AMENDATORY INDUCEMENT LETTER EXTENDING FOR AN ADDITIONAL PERIOD OF TIME THOSE INDUCEMENTS AND COMMITMENTS SET FORTH IN RESOLUTION NO. 82-48; PROVIDINU AN EFFECTIVE DATE. WHEREAS, on May 5, 1982, the Board of County Commissioners of Indian River County (the "Issuer"), adopted Resolution No. 82-48, entitled: A RESOLUTION AUTHORIZING THE EXECUTION AND DELIV- ERY BY THE BOARD OF COUNTY COIaMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA; OF A i.FrFFR OF INTFNT AND INDUCEMENT AGREEMENT TO GENERAL DEVELOPMENT UTI- LITIES, INC., WITH RESPECT TO THE ISSUANCE. OF REVENUE BONDS TO FINANCE SAID COMPANY'S INDUSTRIAL FACILITIES FOR THE FURNISHING OF SEWERAGE SERVICES. (the "Inducement Resolution"), in connection with the proposed issuance of industrial development revenue bonds (the "bonds") by the Issuer to finance the acquisition of certain real property, and the construction and equipping thereon of improvements comprising industrial facilities for the furnishing of sewerage services (the "Project"), to be owned and operated by General Development Utilities, Inc. (the "Borrower"); and WHEREAS, the Letter of Intent and Inducement Agreement authorized to be executed and delivered pursuant to the Inducement Resolution provides that the agree- ment resulting from the acceptance by the Borrower of the Letter of Intent and Inducement Agreement shall be deemed cancelled if the bonds are not issued and delivered to the purchaser thereof by December 31, 1982; and WHEREAS, the Borrower has advised the Issuer that it is proceeding with the proposed Project with all due diligence but will not he in a position to request the Issuer to issue the bonds prior to December 31, 1982; NOW THEREFORE BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY: Section 1. Extension of Time. The Issuer hereby agrees to extend those inducements and commitments set forth in Resolution No. 82-48 for an additional period of time; 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 October 17, 1983, then the provisions of the proposal evidenced by Resolution No. 82-48 and this Resolution and the agreement resulting from their acceptance by the Borrower shall be deemed cancelled. Section 2. Authorization of Execution and Delivery of Amendatory Induce- ment 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 LKL-1/3/83-#126 -1- j r Issuer is hereby authorized to attest, the Issuer's letter addressed to the Borrower in substantially the form attached to this Resolution as Exhibit A and incorporated 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 3. Effective Date. This Resolution shall take effect immediately upon its adoption. The foregoing resolution was offered by Commissioner Lyons , who moved its adoption. The motion was seconded � y Commissioner Wodtke and, upon being put to a vote, the vote was as follows: Chairman Richard N. Bird Aye Vice -Chairman Don C. Scurlock, Absent Jr. Commissioner Patrick B. Lyons Aye Commissioner William C. Wodtke, Jr. Aye Commissioner A. Grover Fletcher Nay The Chairman thereupon declared the. Resolution duly passed and adopted this 2nd day of February , 1983. HOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA (SEAL) By: RTCHARF) N. tATRD Chairman >l ATTEST: ^ _ /!r (' / n � ,� 1 YHEDA i VY111UHT, Clerk APPROVE I'O FORM AND LEGAL SUFFICIENCY ❑_ Attorney -2- .4 4 Exhibit A General Development Utilities, Inc. Miami, Florida Re: Amendments to Letter of Intent and Inducement Agreement in connection with proposed financing by General Develop- ment 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 your representations to the officials and representatives of Indian River County, Florida (the "Issuer") that you are proceeding with all due diligence toward conclusion of arrangements necessary to acquire and construct certain industrial facilities for the furnishing of sewerage services (the "Project") and to finance said Project with the issuance of industrial development revenue bonds by the issuer, the Issuer proposes that paragraph 5 of that certain letter addressed to you and authorized to be executed and delivered by the Issuer pursuant to Resolution No. 82-48 (the "Letter of Intent and Inducement Agreement"), be amended to read as follows: 5. Upon acceptance by the Borrower of this proposal, the Issuer shall 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 October 17, 1983, 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. -3- of (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 be Lott, P.A., bond counsel for the Issuer, and will pay the legal fees of Freeman, Richardson, Watson do Kelly, P.A., Special Counsel retained by the Issuer in accordance with their fee letter dated March 16, 1982 addressed to the County Attorney, and reasonable legal fees for legal services related to the Project or the financing thereof. If this proposal shall be satisfactory to the Borrower, please have the acceptance statement which follows this proposal executed by the proper officers of the Borrower duly authorized and provide an executer copy to the Issuer, whereupon this proposal will constitute an agreement in principle with respect to the matters herein contained. Yours very truly, INDIAN RIVER COUNTY, FLORIDA 7 )� r (SEAL) Chairman, Of County Commissioners A ttest: Clerk, Board of Count Commissioners • •• The terms and conditions contained in the foregoing proposal by the Board of County Cuorqmissioners of Indian River County, Florida are hereby accepted this 41V day of�?�A,1983. (,SLAW Attest: Its:_ GENERAL DEVELOPMENT UTILITIES, INC. r A//2 By- -- -5-