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HomeMy WebLinkAbout1997-082 RESOLUTION NO. 97- 82 A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $4,080,000 AGGREGATE PRINCIPAL AMOUNT OF INDIAN RIVER COUNTY, FLORIDA INDUSTRIAL DEVELOPMENT REVENUE BONDS (OCEAN SPRAY CRANBERRIES, INC. PROJECT) , SERIES 1997; APPROVING THE FORMS OF A TRUST INDENTURE, LOAN AGREEMENT AND BOND PURCHASE AGREEMENT RELATING TO THE NEGOTIATED SALE OF THE BONDS TO THE UNDERWRITERS; AUTHORIZING EXECUTION OF A TRUST INDENTURE, LOAN AGREEMENT AND BOND PURCHASE AGREEMENT; APPROVING AND AUTHORIZING THE EXE- CUTION AND DELIVERY OF CERTAIN ADDITIONAL AGREEMENTS NECESSARY OR DESIRABLE IN CONNECTION WITH THE ISSUANCE OF AND PROVISION OF SECURITY FOR THE BONDS; APPOINTING A TRUSTEE, REGISTRAR, PAYING AGENT, TENDER AGENT AND REMARKETING AGENT WITH RESPECT TO THE BONDS; PROVIDING THAT THE BONDS SHALL BE ISSUED IN FULL BOOK ENTRY FORM; APPROVING THE FORM OF A PRELIMINARY OFFERING MEMORANDUM RELATING TO THE SALE OF THE BONDS AND AUTHORIZING THE DISTRIBUTION THEREOF; DEEMING THE PRELIMINARY OFFERING MEMORANDUM FINAL AS OF ITS DATE; AUTHORIZING THE DISTRIBUTION OF AN OFFERING MEMORANDUM IN CONNECTION WITH THE ISSUANCE AND DELIVERY OF SUCH BONDS; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Board of County Commissioners (the "Board") of Indian River County, Florida (the "County") by resolution adopted April 22, 1997 (the "Inducement Resolution") expressed its intention to provide the financing of the acquisition, rehabilitation and expansion of a solid waste disposal facility located in the County (the "Project") on behalf of Ocean Spray Cranberries, Inc. (the "Company") through the issuance of the i County's bonds; and WHEREAS, the Board, following a public hearing on May 6, 1997 regarding the issuance of the bonds on behalf of the Company adopted a resolution granting approval thereof in accordance with section 147(f) of the Internal Revenue Code of 1986, as amended I (the "Code*) ; and I y WHEREAS, by this Resolution (the "Resolution") the County desires to authorize the issuance of the County's Industrial I Development Revenue Bonds (Ocean Spray Cranberries, Inc. Project) Series 1997 (the "Bonds") , in the aggregate principal amount not to i exceed $4,080,000, for the purpose stated above and to provide for other matters consistent therewith; and WHEREAS, the County desires to approve the forms of Trust Indenture and Loan Agreement to be executed in connection with the issuance of the Bonds; and WHEREAS, the County wishes to approve the form of a Preli- minary Offering Memorandum in connection with the sale of its Bonds and to authorize distribution thereof in connection with the issuance and delivery of the Bonds and to authorize a final Offering Memorandum; and WHEREAS, the County intends to negotiate the sale of the Bonds as hereinafter provided with First Commerce Capital, a Division of Morgan Keegan & Company, Inc. (the "Underwriter") pursuant to a Bond Purchase Agreement which the County wishes to approve; and WHEREAS, the County wishes to approve the appointment of a Trustee, Tender Agent and Remarketing Agent with respect to the Bonds; and WHEREAS, the County now desires to provide for the form of various of the foregoing documents to facilitate the issuance and delivery of the Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, as follows: 2 • SECTION 1. There is hereby authorized and directed to be issued the County's Industrial Development Revenue Bonds (Ocean Spray Cranberries, Inc. Project) Series 1997, in the aggregate principal amount of $4,080,000. The Bonds shall be issued under and secured by the Trust Indenture referred to below (the "Indenture") which by reference is hereby incorporated in this resolution as if set forth in full herein. The Bonds shall be executed, authenticated and delivered by the officers of the County authorized below in substantially the form set forth in the Indenture in fully registered form. The Bonds shall be secured by and be payable from the Trust Estate pledged for the Bonds pursuant to the Indenture. SECTION 2. The Indenture, in substantially the form attached hereto as Exhibit "A", is hereby approved, and the Chairman, Vice-Chairman or any other member of the Board are hereby authorized and directed to execute and deliver, and the County Clerk or any assistant Clerk is hereby authorized and directed to attest the execution of, the Indenture on behalf of and in the name of the County with such additional changes, insertions and omissions therein including, but not limited to, the insertion of rates, maturities and other details of the Bonds determined as herein provided and as may be made prior to the delivery of the Bonds, and as may be otherwise made and approved by the said officers of the County executing the same, such execution to be conclusive evidence of such approval. 3 SECTION 3. The Loan Agreement in substantially the form attached hereto as Exhibit "B" (the "Agreement") , is hereby approved, confirmed and ratified and the Chairman, vice-Chairman, or any other member of the Board of the County are hereby authorized and directed to execute and deliver, and the County Clerk or any assistant Clerk is hereby authorized and directed to attest the execution of, the Agreement on behalf of and in the name of the County with such additional changes, insertions and omis- sions therein as implement the provisions of the Bond Placement Agreement hereinafter mentioned, and as may be otherwise made and approved by the said officers of the County executing the same, such execution to be conclusive evidence of such approval. SECTION 4. It is hereby found and determined that due to the complexity of the financing, the need to coordinate matters among the County, the Company, Wachovia Bank, N.A. (the "Credit Provider") and the Underwriter, and due to the willingness of the Underwriter to purchase the Bonds, it is in the best interest of the County to negotiate the sale of the Bonds. The disclosure required by Section 218.385, Florida Statutes, as amended, shall be provided to the County, as evidenced by a schedule to be attached to the Bond Purchase Agreement hereinafter described wherein the Underwriter agrees to provide disclosure to the County prior to the execution by the County of the Bond Purchase Agreement. The negotiated sale of the Bonds in amounts not to exceed $4,080,000 with respect to the Bonds, at the subsequent determination of the Chairman or vice Chairman of the County, at a price not less than 4 q� I IMS 98% of the aggregate principal amount of such Bonds is hereby approved to the Underwriter upon substantially the terms and conditions set forth in the Bond Purchase Agreement, which is hereby approved in substantially the form attached hereto as Exhibit C. The Bond Purchase Agreement, with such changes, alterations and corrections as may be approved by the Chairman or Vice Chairman, such approval to be presumed by such execution thereof, is hereby approved by the County, and the County hereby authorizes said Chairman or vice Chairman to execute and deliver (attested by the Clerk or an Assistant Clerk of the County) , said Bond Purchase Agreement in the name of and on behalf of the County, all of the provisions of which, when executed and delivered by the County as authorized herein shall be deemed to be a part of this instrument as fully and to the same extent as if incorporated verbatim herein. Award of the Bonds to the Underwriter with the net interest rate for the Initial Adjustment period on the Bonds not exceeding 6.008 per annum (or the maximum lawful rate, whichever is less) , and maturities on the Bonds being not later than the year 2027, may be approved by the Chairman or Vice Chairman as attested by the Clerk or an Assistant Clerk of the County without need of further authorization of ,the County. The Bonds are hereby sold to the Underwriter (subject to such conditions) in the amount, at the price and upon the final terms set forth in the Bond Purchase Agreement as may be approved by the Chairman or Vice Chairman as attested by the Clerk or an Assistant Clerk. 5 SECTION 5. The County hereby approves the Preliminary Official Memorandum, relating to the Bonds in substantially the form attached hereto as Exhibit D and authorizes the use and distribution by the Underwriter of said Preliminary Official Memorandum and a Final Official Memorandum relating to the Bonds with such revisions as shall hereafter be approved by the Chairman or Vice Chairman and, with such approval and authorization, the distribution of such Final Official Statement by said Underwriter in connection with the sale and issuance of the Bonds. The Offering Memorandum in the form attached hereto is hereby deemed "final", as required by Rule 15c2-12 of the Securities Exchange Commission. SECTION 6. With respect to the Bonds, State Street Bank and Trust Company, a Massachusetts banking corporation, is hereby appointed as Trustee, Registrar, Paying Agent pursuant to the Indenture; and, State Street Bank and Trust Company is hereby appointed as Tender Agent pursuant to the Indenture and the Tender Agreement and First Commerce Capital, a Division of Morgan Keegan & Company Inc. , is hereby appointed Remarketing Agent pursuant to the Indenture and the Remarketing Agreement. SECTION 7. The County has determined that the Bonds shall be issued initially utilizing a pure book-entry system of registration, subject' to further limitations set forth in the Indenture, and with a reservation to the County of the right to cease using a full book-entry system of registration. 6 +q� I SECTION S. All prior resolutions and motions of the County inconsistent with the provisions of this resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and except as otherwise modified, supplemented and amended hereby shall remain in full force and effect. SECTION 9. To the extent that the Chairman or Vice-Chairman of the Board are unable for any reason to execute or deliver the documents referred to above, such documents may be executed and delivered by any other member of the Board, with the same effect as if executed and/or delivered by the Chairman or Vice-Chairman, and to the extent the Clerk of the County is unable for any reason to attest the execution of any document, such document may be attested by any assistant Clerk of the County, with the same effect as if attested by the Clerk of the County. SECTION 10. The Chairman, Vice Chairman, and all other members of the Board are hereby authorized and directed to execute any and all certifications or other instruments or documents required by the Indenture, the Agreement, the Bond Placement Agreement, Bond Counsel or any other document referred to above as a prerequisite or precondition to the issuance of the Bonds and any representation made therein shall be deemed to be made on behalf of the County. All action taken to date by the members of the Board and the staff of the County in furtherance of the issuance of the Bonds is hereby approved, confirmed and ratified. SECTION 11. This resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED at a duly called meeting of the Board of County Commissioners of Indian River County, Florida, at which a quorum was present on August [IZ, 1997. BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA (SEAL) 4 i Caroly K. Eg eW Chairman ATTEST Jeffrey-*. Barton Clerk of the Circuit Court APPROVED AS TO LEGAL FORD AND CONTENT Cil � Charles P. V tunac, County Attorney 8 • i (} CERTIFICATE OF RECORDING OFF CFR 1 I HEREBY CERTIFY THAT: t 1. I am the duly appointed and qualified Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners of Indian River County, Florida, am familiar with the records thereof and am duly authorized to execute this certificate; and 2. The copy of the instrument annexed hereto is a true, correct and compared copy of the original instrument on file and of record, adopted at a meeting held on August 19, 1997, which was duly convened in conformity with all applicable requirements; a proper quorum was present throughout said meeting and the instru- ment hereinabove mentioned was duly proposed, considered and adopted in conformity with applicable requirements; all other requirements and proceedings incident to the proper adoption of said instrument have been duly fulfilled, carried out, and otherwise observed; and such instrument remains in full force and effect as of the date hereof. DATED this 26th day of August, 1997. INDIAN RIVER COUNTY, FLORIDA By: -- le ey K. Barton Clerk j..... (SEAL) No. 12