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HomeMy WebLinkAbout1984-008C RESOLUTION NO. 84-8 A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY BY INDIAN RIVER COUNTY, FLORIDA, OF A LETTER OF INTENT AND INDUCEMENT TO HETRA COMPUTER AND COMMUNICATIONS INDUSTRIES, INC., WITH RESPECT TO THE ISSUANCE BY THE COUNTY OF NOT EXCEEDING $2,500,000 INDUSTRIAL DEVELOPMENT REVENUE BONDS TO FINANCE PART OF THE COST OF THE ACQUISITION, CONSTRUCTION AND EQUIPMENT OF AN INDUSTRIAL OR MANUFACTURING FACILITY 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 Chapter 159, Part II, Florida Statutes (1981), as amended (collectively, 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 se El 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 such projects and related facilities, by the issuance of its revenue bonds. B. HETRA Computer and Communications Industries, Inc., a Delaware corporation (the "Borrower"), wishes to acquire, construct and equip an approximately 40,000 square foot industrial, facility for the design, engineering and manufacture of computer systems, sub -systems and peripherals, and other electronic systems, including any necessary utilities for such facility (collectively, the "Project"), within the corporate territorial limits of the Issuer, and to have the Issuer issue its revenue bonds to finance part of the cost of the Project; and the Borrower has requested that the Issuer further indicate to the Borrower its intentions in this respect, in order to further induce the Borrower to proceed with the Project and incur expen- ses for its financing. C. 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. D. The Issuer is able to cope satisfactorily with the impact of the Project, and all the necessary public facilities, MPM 0 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, will be provided by the Borrower when needed. E. Adequate provision will be male under the provisions of the proposed loan agreement, mortgage and security agreement (the "Agreement") for the repair and maintenance of the Project at the expense of the Borrower, and for the payment of the prin- cipal of, premium, if any, and interest on the bonds. F. The principal of, premium, if any, and interest on the bonds and all payments required under the proposed Agreement and the promissory note (the "'.dote") secured by the Agreement, and the trust indenture, if: any, securing payment of the bonds shall be payable solely from the proceeds derived by the Issuer under the proposed Agreement and [Tote, and any guaranty of such payment obligations by third parties, 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 payments provided under the proposed Agreement, Note or trust indenture, if any, or pay the same from any funds of the Issuer other than those derived•by the Issuer under the proposed Agreement and Note, or -3- r-, any guaranty agreement by third parties; 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. G. 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 EY_:CUTION AND DELIVERY OF INDUCE14ENT LETTER. The Chairman and the Clerk of the Board of County Commissioners of the Issuer are hereby authorized to exe- cute and deliver the letter of the Issuer addressed to the Borrower, in substantially the form attached to this resolution as Exhibit A and incorporated by reference herein, with such changes therein, whether made prior to the execution thereof or thereafter, as shall be approved from time to time by such offi- cers executing the same, such approval to be conclusively evi- denced by their execution thereof. SECTION 4. AUTHORIZATION OF NECL•'SSARY ACTION. The Chairman and Clerk of the Board of County Commissioners of the Issuer 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 hereto as Exhibit A, upon its becoming an agreement on its execution by the. Borrower, and are further authorized to take such other steps and -4- El 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 Bird who m v d its adoption. The motion was seconded by Commissioner 1Voit�Ce _ and, upon being put to a vote, the vote was as follows: Chairman Dan C. Scurlock, .Jr. Aye Vice Chairman Patrick B. Lyons Aye Richard N. Bird Aye Margaret C. Bowman Aye William C. Wodtke, Jr. Aye The Chairman thereupon declared the resolution duly passed and adopted this Ist day of February, 1984. BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA 13Y _ /L, G Don C. Scurlock, .Jr. Chairman Attest: FRED�IfT, Clerk APPROVED AS O FORM AND LEGAL BUFF By — -- . BRANDENB RG �c��nty prrorney I -5- 40 Telephone: (305) 567-8000 BOARD OF COUNTY COMMISSIONERS 1840 25th Street, Vero Beach, Florida 32960 EXHIBIT A HFTRA Computer and Communications Industries, Inc. P. u. n.:: 970 Melbourne, Florida 32901 Gentlemen: February 1, 1984 Suncom Telephone: 424.1011 Re: Proposed Acquisition, Construction and Equipment of Computer System Manufacturing Facility Based upon recent discussions with you, it is the under- standing of the Board of County Commissioners (the "Governing Body") and the officials and representatives of Indian River County, Florida (the "Issuer"), that you are currently considering the construction of an approximately 40,000 square foot industrial facility for the design, engineering and manufacture of computer systems, sub -systems and peripherals, and other electronic systems, including any necessary utilities for such facility, within the territorial limits of the Issuer (collectively, the "Project"); that the costs of the Project to be financed with the bonds, hereinafter described, will not exceed $2,500,000; that the Project will provide employment in the area of the Issuer for approximately 200 people; and that the willingness of the Issuer to issue and sell its industrial development revenue bonds for the purpose of financing part of the cost of the acquisition, con- struction and equipment of the Project is an important fact under consideration by you in determining the extent of the development feasibility of the Project. The Governing Body has determined that the issuance of ind"stri al development revenue bouds 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 induce you to incur expenses for the initiation of such Project and its financing, the Issuer hereby makes the following proposal: U •• HETRA Computer and Communications Industries, Inc. February 1 , 1984 PA- e Two 1. The Issuer will issue its industrial development revenue bonds in an aggregate principal amount not to exceed $2,500,000 for the purpose of paying part of 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 Governing Body. The bonds will be issued in such aggregate prin- cipal amount, mature at such times, be�.r 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. s. The Issuer will cooperate in the preparation of the Agreement, the Note, the trust indenture, if any, and the necessary resolutions for the authorization and sale -of the bonds. 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 betweeii 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 Governing Body, 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 0 HETRA Computer and Communications Industries, Inc. February 1 , 1984 Paqe Three you for a reasonable time so long as you snall be proceeding with appropriate efforts toward conclusion of any arrangements necessary to the Project, and (after finding the Borrower finan- cially responsible as described in paragraph 8 hereof) 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 deli- vered 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 can- cellation 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, Richardgon, Watson & Keiiy, P.A., bond counsel, 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 funds of the Issuer derived from any source other than the Agreement and Note, or any guaranty agreement by third parties, and in no event may the taxing power or other revenues of r_hP Issuer b- ple'ged to pay any of the bonds or the interest thereon. Each bond shall con- 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 HCTRA Computer and Communications Industries, Inc. February 1 , 1984 Page Four 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, shall be terminated by 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. R. The issuer has not undertaken any definitive review of your financial statements, nor has it received from you a com- mitment from a lending institution in regard to the financing for the Project. The Issuer expressly reserves the right. to review such statements and/or commitment and to decline to issue the bonds unless the Issuer finds that you are financially responsible and fully capable and willing to fulfill your obligations under the proposed Agreement and Note. 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 rem HETRA Computer and Communications Industries, Inc. February 1 , 1984 Page Five (SEAL) Attested and Countersigned: Clerk, Board ofounty Commissioners Yours very truly.; INDIAN RIVER COUNTY, FLORIDA By Chairman, I34arc1 of Co ns,y Commissioners Accepted by [TETRA Computer and Communications Industries, Inc., on January , 1984. Presi ��