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HomeMy WebLinkAbout1997-027 RESOLUTION NO. 97- 27 A RESOLUTION OF INDIAN RIVER COUNTY, FLORIDA AUTHORIZING THE ISSUANCE OF ITS UP TO $6,025,000 INDIAN RIVER COUNTY, FLORIDA, INDUSTRIAL DEVELOPMENT REVENUE BONDS (XL REALTY, CORP. PROJECT),SERIES 1997A, 1997B AND 1997C,TO FINANCE A MANUFACTURING FACILITY TO BE OWNED AND OPERATED BY XL REALTY, CORP.; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT; AWARDING THE SALE OF THE BONDS BY A NEGOTIATED SALE; AUTHORIZING THE ASSIGNMENT OF THE LOAN AGREEMENT AND RELATED DOCUMENTS TO THE PURCHASER OF THE BONDS AS AGENT FOR THE COUNTY;APPROVING AND APPOINTING A REGISTRAR FOR THE BONDS; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF THE INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONERS TO TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH THE ISSUANCE OF THE BONDS; AND MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF THE BONDS AND PROVIDING AN EFFECTIVE DATE. RECITALS: A. Indian River County, Florida (the "Issuer") by and through its Board of County Commissioners, the elected legislative body (the "Board"), is authorized and empowered by the provisions of the Florida Industrial Development Financing Act, being Chapter 159, Parts II, III, VI and VII, Florida Statutes (the "Act"), to issue its $6,025,000 Industrial Development Revenue Bonds(XL Realty, Corp. Project), Series 1997A, 1997B and 1997C (the "Bonds"), for the purposes of providing funds to finance all or any part of the cost of any "project" as defined in the Act and to loan the proceeds from the sale of the Bonds to others to finance the cost of the acquisition, equipping and construction of projects; B. The proceeds of the Bonds will be used to (i) pay all or any part of the cost of issuance of the Bonds; (ii) pay all or any part of the cost of acquiring, constructing,erecting and improving a 62,000 square foot manufacturing facility(and directly related office and support facilities)used to manufacture imaging systems(the "Project"); and (iii) to pay any other cost permitted by applicable law; C. The Borrower is eligible to participate in financing the cost of acquiring land and purchasing or constructing a building and purchasing equipment which constitutes the Project, as provided and permitted by the Act; i D. The Board has been requested to approve the issuance of the Bonds for the benefit of the Borrower in the amount up to $6,025,000. E. The Issuer is authorized by the Act to facilitate the financing of the Project; F. The Borrower has requested that the Bonds be issued as three bonds, consisting of a tax-exempt Series A Bond in the initial principal amount of up to $3,825,000; a taxable Series B Bond in the initial principal amount of up to $1,150,000; and a taxable Series C Bond in the initial principal amount of up to $1,050,000. G. On December 19, 1996, the Issuer adopted Resolution No. 96-159 (the "TEFRA Resolution")approving,for purposes of Section 147(f)of the Internal Revenue Code of 1986, as amended, and subject to the satisfactions of all conditions set forth in the TEFRA Resolution, the Issuance of tax-exempt bonds in an aggregate principal amount not to exceed $5,000,000 to finance the cost of the Project and the tax- exempt bonds to be issued under this Resolution will consist of the Series 1997A Bond in the initial principal amount of up to $3,825,000. H. To evidence its obligations,the Borrower proposes to execute and deliver to the Issuer a Loan Agreement, dated as of April 8, 1997 (the "Loan Agreement"), a Mortgage, Security Agreement and Assignment of Leases and Rents, dated as of April 8, 1997 (the "Mortgage"), an Assignment of Loan Documents, dated as of April 8, 1997 (the "Assignment") and certain Loan Documents (as that term is defined in the Loan Agreement) all as described in and provided in the Loan Agreement with respect to the Bonds. The obligations of the Borrower under the Loan Agreement and the Mortgage will be guaranteed by Safeguard Scientifics, Inc., a Pennsylvania corporation, under that Unconditional and Limited Guaranty Agreement, dated as of April 8, 1997 (the "Guaranty"). I. It is necessary and desirable to approve the form of the Bonds, the Loan Agreement, the Mortgage, the Guaranty and the Assignment in connection with the issuance of the Bonds and to specify the interest rates, maturity dates and prepayment provisions for the Bonds; and J. The isuance of the Bonds and the sale of the Bonds to Barnett Bank, N.A. (the"Purchaser") will,in the judgment of the Issuer,serve the intended public purpose and in all respects conform to the provisions and requirements of the Act. -2- IT IS RESOLVED THAT: 1. Definitions. Unless the context otherwise requires, terms used in this resolution (the "Resolution") in capitalized form and not otherwise defined in this Resolution have the meanings specified in the Loan Agreement attached to this Resolution as Exhibit A. Words importing singular number will include the plural number in each case and vice versa, and words importing persons will include firms and corporations. Act. 2. Authority for this Resolution. This Resolution is adopted pursuant to the 3. Findings. It is determined and declared as follows: a. The Project is appropriate to the needs and circumstances of, and will make a significant contribution to, the economic growth of Indian River County, Florida, will provide and preserve gainful employment, and will serve a public purpose by advancing the economic prosperity and the general welfare of such County and State, and the people of each. Based upon the representations in the Loan Agreement, the Borrower is financially responsible and fully capable of and willing to fulfill any obligations which each may incur in connection with the financing of the Project as contemplated by this Resolution. The Issuer will be able to cope satisfactorily with the impact of the Project and will be able to provide, or cause to be provided when needed,the public facilities, including utilities and public services,that will be necessary for the construction, operation, repair and maintenance of the Project and on account of any increases in population or other circumstances. b. The Issuer finds that the Loan Agreement makes adequate provision for the operation, repair and maintenance of the Project at the expense of the Borrower and, along with the Guaranty, for the payment of the principal and interest on the Bonds. C. The Issuer finds that the costs to be paid from the proceeds of the Bonds will constitute costs of a project within the meaning of the Act. 4. Authorization of Bonds: $10,000,000 Election. For the purpose of providing financing of the Costs of the Project, an obligation of the Issuer to be known as$6,025,000 Indian River County Industrial Development Revenue Bonds(XL Realty, Corp. Project), Series 1997A, 1997B and 1997C, in the form and manner, dated the date, bearing interest, each such Bond transferable as a single bond, and upon such terms and conditions, all as provided in the Loan Agreement and in substantially the forms attached hereto as Exhibits B. C and D, with any changes, alterations and corrections as may be approved by the officials and employees of the Issuer authorized to take action under this Resolution, which approval is presumed by the execution by the representations of the Issuer. The Chairman is authorized and directed to approve the interest rate on the Bonds selected by the Borrower. Pursuant -3- to the provisions of Section 144(a)(4) of the Internal Revenue Code of 1986, as amended (the "Code") and Treasury Regulation 1-103-10(b)(2)(vi), Indian River County, Florida the Issuer hereby elects to have the $10,000,000 limitation in Section 144(a)(4) of the Code apply in lieu of the $1,000,000 limitation set forth in Section 1441x)(1) of the Code with respect to the Series 1997A Bond. 5. Authorization of Execution and Delivery of the Loan Agreement Mortgage and Guaranty: Pledge of Amounts Payable under the Loan Agreement. Mortgage and Guaranly. As security for the payment of the principal of and interest on the Bonds, the Loan Agreement, Mortgage and Guaranty, with any changes, alterations and corrections as may be approved by the officials and employees of the Issuer authorized to take action under this Resolution, which approval is presumed by the execution by the representations of the Issuer, is approved by the Issuer, and the Issuer authorizes and directs its Chairman or Vice Chairman to execute the Loan Agreement and its Clerk or the Chief Deputy Clerk of the Circuit Court to attest to the Loan Agreement under the official seal of the Issuer, and to deliver the Loan Agreement to the Purchaser all of the provisions of which, when executed and delivered by the Issuer as authorized in this Resolution, will be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim in this Resolution. The Issuer hereby pledges all amounts due it under the Loan Agreement, the Mortgage,the Guaranty or any Loan Documents as security for payment due from the Issuer to the holder of the Bonds. 6. Authorization of Execution and Delivery of the Assignment. The Assignment to the Purchaser as agent of the Issuer, with any changes, alterations and corrections as may be approved by the officials and employees of the Issuer authorized to take action under this Resolution, which approval is presumed by the execution by the representatives of Issuer, is approved by the Issuer, and the Issuer authorizes and directs its Chairman or Vice Chairman to execute the Assignment and the Clerk or the Chief Deputy Clerk of the Circuit Court to attest to the Assignment under the official seal of the Issuer, and to deliver the Assignment to the Purchaser to be recorded all of the provisions of which, when executed and delivered by the Issuer as authorized in this Resolution, will be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim in this Resolution. 7. Sale of Bonds. The Bonds are awarded to the Purchaser at a price equal to the principal amount of the Bonds and any other terms as are attached to this Resolution. The Issuer determines that a negotiated sale of the Bonds is in the best interest of the Issuer, the Borrower and the citizens and inhabitants of Indian River County, Florida by reason of the limited market for bonds such as the Bonds. The Purchaser has filed with the Issuer the disclosure statement required by Section 218.385(6), Florida Statutes. On the closing date the Purchaser will deliver an investment letter acceptable to the Issuer's attorney. -4- 11' II 8. Appointment of Registrar and Assignment. Barnett Bank, N.A., the Purchaser, is appointed initial Registrar with respect to the Bonds with the duties set forth in the Loan Agreement. The Purchaser will be the initial owner of Bonds and the Issuer's rights under the Loan Agreement, the Mortgage, the Guaranty, and the other Loan Documents will be assigned to the Purchaser as security for payment of the amounts owned by the Issuer under the Bonds. The Bonds and the rights of the Purchaser hereunder and under the Loan Agreement,the Mortgage, the Guaranty and the other Loan Documents may be transferred or assigned by the Purchaser or any subsequent holder of such Bonds and rights. All payments due on the Bonds shall be made directly to the Purchaser or its assignee by the Borrower on behalf of the Issuer. div The Bonds is issued in registered form. In the event of transfer of the Bonds by the Purchaser,the Purchaser shall continue to maintain the registration books with respect to the Bonds and shall notify the Borrower and the Issuer in writing of the name and address of any transferee. No transfer shall be valid unless noted upon the registration books for the Bonds. All payment of the principal and interest on the Bonds shall be made to the registered holder of the Bonds at the address indicated in such registration books. 9. No Personal Liability. No covenant, stipulation, obligation or agreement contained in this Resolution or contained in the Loan Agreement, the Bonds, the Assignment, the Loan Documents or any other instrument will be deemed to be a covenant, stipulation, obligation or agreement of any officer, member, agent or employee of the Issuer in his or her individual capacity, and no member of the Board of the Issuer executing the Bonds or other documents mentioned will be liable personally or be subject to any personal accountability by reason of the issuance or execution of each document. 10. No Third Party Beneficiaries. Except as provided in this Resolution or any Loan Documents, nothing in this Resolution or in the documents, express or implied, is intended or will be construed to confer upon any person other than the Issuer, the Borrower and the owner of the Bonds any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision of this Resolution or of the Loan Documents; this Resolution and the Loan Documents being intended to be and being for the sole and exclusive benefit of the described parties and their successors and assigns. 11. Prereauisites Performed. All acts, conditions and things relating to the passage of this Resolution and required by the Constitution or laws of the State of Florida to happen, exist and be performed precedent to and in the passage of this Resolution have happened, exist and have been performed as required. 12. General Authority. The Chairman or Vice Chairman and the members of the governing body of the Issuer and the Clerk or the Chief Deputy Clerk of the Circuit Court of the Issuer are authorized to do all acts and things required of them by this Resolution,the Loan Agreement or the Assignment or desirable or consistent with the -5- i �M► requirements of each, for the full punctual and complete performance of all terms, covenants and agreements contained in the Bonds, the Loan Agreement, any other Loan Document and this Resolution. 13. General Authorizations. The Chairman or Vice Chairman and members of the governing body of the Issuer and the Clerk or the Chief Deputy Clerk of the Circuit Court, the Issuer's attorney, and any other appropriate employee of the Issuer, are each authorized to execute,publish,file and record any other documents,instruments, notices and records and to take any other actions as are necessary or desirable to accomplish the purposes of this Resolution and to comply with and perform the obligations of the Issuer under the Loan Agreement or any other Loan Document. 14. Not an Obligation of the Issuer. THE BONDS AND THE INTEREST ON THE BONDS DO NOT AND WILL NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION BUT WILL BE PAYABLE SOLELY FROM THE MONEYS AND SOURCES PLEDGED FOR PAYMENT OF THE BONDS. NEITHER THE FAITH AND CREDIT NOR THE AD VALOREM TAXING POWER OF THE ISSUER, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION OF EITHER IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS OR OTHER COSTS INCIDENTAL TO THE BONDS, THE OBLIGATION OF THE ISSUER BEING LIMITED AS PROVIDED IN THE LOAN AGREEMENT. 15. Resolution Constitutes a Contract. The Issuer covenants and agrees that this Resolution constitutes a contract between the Issuer and the Purchaser from time to time of the Bonds and that all covenants and agreements provided in this Resolution, the Loan Agreement and the Loan Documents to be performed by the Issuer will be for the equal and ratable benefit and security of any and all bondholders. 16. Severability. If any one or more of the covenants, agreements, or provisions contained in this Resolution or in the Bonds are 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 those covenants, agreements or provisions will be null and void and will be deemed separable from the remaining covenants, agreements, or provisions and will in no way affect the validity of any of the other provisions of this Resolution, the Loan Agreement, the Bonds or any other Loan Document. 17. Repealer. All resolutions or parts any resolution of the Issuer in conflict with the provisions contained in this Resolution are,to the extend of any such conflict superseded and repealed. 18. Effective Date. This Resolution will take effect immediately upon approval by the Board of County Commissioners of Indian River County, Florida. -6- PASSED AND ADOPTED at a duly called meeting at which a quorum was present on the 8th day of April, 1997. BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA (SEAL) By:_ ,C Name: Carol K. Egge Title: Chairman ATTEST: : By: 'k(1, t Name: Jefftey K: Banton l,: Tit C '�k of the,:* it,Gourt \ APPROVED A 'TO-LEGA FORM AND CONTENT By: Name: Charles P. Vitunac Title: County Attorney djh\bond\indisn\resolute.bnd -7-