HomeMy WebLinkAboutCity of Tamarac Resolution R-95-0051
Temp. Reso#6948
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-,95 ---15;-
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA; AUTHORIZING THE
APPROPRIATE ELECTED OFFICIALS TO EXECUTE A
MEMORANDUM OF AGREEMENT WITH TAMARAC
BUSINESS CENTER, INC., A FLORIDA CORPORATION,
WITH RESPECT TO THE CITY'S ISSUANCE OF ITS
INDUSTRIAL DEVELOPMENT BONDS IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $4,500,000 TO
FINANCE ON BEHALF OF SAID CORPORATION THE COST
OF CONSTRUCTING AND EQUIPPING A MANUFACTURING
PLANT AND RELATED OFFICE AND SUPPORT FACILITIES
TO BE LOCATED AT N.W. 67TH STREET AT NOB HILL
ROAD, TAMARAC, FLORIDA; AND PROVIDING FOR AN
EF_FEQTIVE DATE.
WHEREAS, it is proper to participate and endorse Industrial Revenue Bonds for
Public purposes; and
WHEREAS, this process is for the public purpose of improving the economic well-
being of the City of Tamarac; and
WHEREAS, economic welfare is one of the main concerns of a modern city; and
WHEREAS, the recommendation of the City Manager will contribute to the
economic welfare of the City by resulting in the support and endorsement of Industrial
Revenue; and
WHEREAS, the Company has requested that the City indicate to the Company, by
and through this Resolution, its intent to support issuance of bonds to finance the project;
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Temp. Reso #6948
and
WHEREAS, the location of this project in the industrial area of the City of Tamarac
is appropriate to the needs and circumstances of, and will make a significant contribution
to the economic growth of the City; and
WHEREAS, the Company and its lessees will provide an increase in gainful
employment, and serve a public purpose by advancing the economic prosperity, public
health and general welfare of the City of Tamarac; and
WHEREAS, the project will be developed and owned by the Tamarac Business
Center, Inc., a Florida Corporation, and initially leased to ITW MIMA, Inc., a Delaware
Corporation, for the purpose of a manufacturing plant which includes the manufacturing
of industrial stretch -wrap systems; and
WHEREAS, the City Commission of the City of Tamarac hereby endorses and
supports this process; and
WHEREAS, Tamarac Business Center, Inc. is fully responsible and responsive to
fulfill its obligation to make payments pursuant to the terms of the loan agreement as it
relates to the bond requirements; and
WHEREAS, all costs paid from the proceeds of the bonds will be considered costs
of the project; and
WHEREAS, by public hearing on January 11, 1995, the City has properly noticed
and held the hearing as required by law prior to the adoption of this Resolution; and
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Temp. Reso #6948
WHEREAS, the City of Tamarac will realize revenue from real property
improvements which would not have been made but for the relocation of ITW MIMA to the
City of Tamarac; and
WHEREAS, Mayor and City Commission of the City of Tamarac have long
recognized the importance of Land Section 7 to the economic vitality to the City; and
WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in
the best interests of the citizens and residents of the City of Tamarac to approve the City
Manager's recommendation;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA:
S—F ,TION 1: That the foregoing "WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this Resolution.
SECTION 2: All resolutions or parts of resolutions in conflict herewith are hereby
repealed to the extent of such conflict.
SECTION 3: If any clause, section, other part or application of this Resolution is
held by any court of competent jurisdiction to be unconstitutional or invalid, in part or
application, it shall not affect the validity of the remaining portions or applications of this
Resolution.
CTION 4: This Resolution shall become effective immediately upon its passage
and adoption.
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Temp. Reso #6948
PASSED, ADOPTED AND APPROVED this f/ day of ,1995..
ATTEST:
CAROL A. EVANS
City Clerk
I HEREBY CERTIFY that I have
a ro ed this RESOLUTION as; to form.
MITCHELL S.
City Attorney
ABRAMOWITZ
Mayor
RECORD OF COMMISSION VOTE
MAYOR ABRAMOWITZ�
DIST. 1:
V / M KATZ
DIST. 2:
COMM. MISHKIN
DIST. 3:
COMM. SCHREIBER
DIST. 4:
COMM. MACHEK
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Temp. Reso. #6948
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EXHIBIT "A”
LEGAL DESCRIPTION
Tract 2, LESS the North 149.00 feet, and LESS that portion lying within the East 53.00 feet
of Section 7, Township 49 South, Range 41 East;
TOGETHER WITH Tract 3, LESS the South one-half (S. 1/2), and LESS that portion lying
within the East 53.00 feet of said Section 7;
ALSO TOGETHER WITH Tract 6;
all being of "FLORIDA FRUIT LANDS COMPANY SUBDIVISION NO. 2," according to
the plat thereof, as recorded in Plat Book 1, Page 102, of the public records of Palm Beach
County, Florida, lying in the Northeast one -quarter (N.E. 1/a) of Section 7, Township 49 South,
Range 41 East, Said lands situate, lying and being in the City of Tamarac, Broward County,
Florida, and containing 35.7324 acres, more or less.
WPO:[TUICKSON. TAMARACIMOLUTION.
January 6, 1993 3:22pm
0 MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF AGREEMENT (this "Agreement"), dated as of the 12th
day of January, 1995, between the CITY OF TAMARAC, FLORIDA, a municipal
corporation duly created and existing under and by virtue of the laws of the State of Florida
(the "City") and TAMARAC BUSINESS CENTER, INC., a Florida corporation (the
"Company" ).
1. eliminary Statements. Among the matters of mutual inducement which have
resulted in the execution of this Agreement are the following:
(a) The City is a local agency under the provisions of Part 1I of Chapter 159,
Florida Statutes, as amended (the "Act"), and is a political subdivision of a state within the
meaning of Section 1O3(a)(1) of the Internal Revenue Code of 1986, as amended.
(b) The Company proposes to utilize the proceeds from the sale by the City
of not to exceed $4,500,000 of its Industrial Development Revenue Bonds (Tamarac Business
Center, Inc. Project), Series 1995 (the "Bonds") 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 constructing and equipping certain
improvements on real estate at N.W. 67th Street and Nob Hill Road, Tamarac, Florida,
including the construction of an approximately 90,000-square and a 35,000 square foot
manufacturing facility, (iii) pay all or any part of the cost of the acquisition and installation of
is certain machinery, equipment and appurtenances and facilities incidental thereto, and other
improvements necessary and convenient therefor (the aforementioned parcel of real estate and
improvements to be constructed thereon, and such machinery, equipment and appurtenances
and facilities incidental thereto, being referred to herein collectively as the "Project"), and (iv)
pay any other "cost" (as defined in the Act) of the Project, all within the applicable limits set
forth in the Act, the Internal Revenue Code of 1986, as amended, and the related regulations,
rulings and interpretive court decisions (together, the "Code").
(c) The Company intends to own and operate the Project for the primary
purpose of leasing the Project to ITW Mima, Inc. and Loveshaw Corporation or another
subsidiary of Illinois Tool Works, Inc., primarily for the manufacture of industrial stretch -wrap
systems and machinery.
(d) The Company expects that the portion of the Project to be financed with
the proceeds of the Bonds will cost approximately $4,500,000 inclusive of interest during the
period of construction, underwriting or placement agent fees or commissions, and legal,
accounting, financing and printing expenses.
(e) The Company requests the City to enter into this Agreement for the
purpose of declaring the City's intention to provide financing to pay all or a portion of the cost
of the Project by loaning the proceeds of the Bonds to the Company pursuant to a loan
agreement.
WPO:[TDICKSON.TAMARAC]MEMO-AGMT.
January 6, 1995 3:21pm
(f) The Company represents that no portion of the Bond proceeds will be
used to reimburse the Company for costs of the Project incurred prior to issuance of the Bonds
except in accordance with Treasury Regulation 1.150-2 and 1.103-8T and other applicable
provisions of the Code.
(g) This Agreement is entered into to induce the Company to proceed with
the completion of the Project and to assure the Company, prior to the issuance of the Bonds,
that the City, in accordance with and subject to the provisions of the Act and this agreement,
will issue Bonds to cover costs so incurred by the Company in connection with the Project,
including costs incurred prior to the issuance of the Bonds, so long as such costs are
permissible expenditures of Bond proceeds under the provisions of the Act and the applicable
provisions of the Code.
(h) The Company proposes that the City agree to issue its Bonds under the
Act in an aggregate principal amount not to exceed $4,500,000, such Bonds to be secured by
the obligation of the Company to pay the debt service thereon, a mortgage and security interest
in the Project, an irrevocable direct -pay letter of credit issued by a financial institution with its
debt rated in one of the highest three ratings categories by a notionally recognized rating
agency, and the Company's payment obligation with, respect to the Bonds shall be personally
and unconditional guaranteed by the shareholders of the Company. By virtue of the provisions
of Section 103(a) and Section 144 of the Code, as now existing or hereafter amended, the
interest on such Bonds is to be excluded from the gross income of the holders for federal
Is income tax purposes.
(i) The City has preliminarily determined, based upon representations made
by the Company and without any independent investigation having been made by the City, that
the completion of the Project by the Company and the financing of all or a portion of the cost
of the Project by the City will be in furtherance of the purpose of the Act in that it will assist
and induce the Company to construct the Project in the City thereby helping to attract new
industry to the City which will bring more and higher paying jobs and will foster the economic
development of the City.
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0) Based upon the representations of the Company and the fact that the
Company will deliver the letter of credit described above, the City has preliminarily determined
that the Company and its guarantor are fully capable and willing to fulfill their obligations
under the proposed financing agreement.
2. Undertakings on the Part of the City. In accordance with and subject to the
limitations of the Act, and subject to the satisfaction by the Company of the terms and
conditions of this Agreement, the City agrees as follows:
(a) That it will authorize the issuance and sale of one or more issues of its
revenue bonds, pursuant to the terms of the Act as then in force in an aggregate principal
amount not to exceed $4,500,000 for the purpose of paying all or a portion of the cost of the
Project.
WpO:[TDICKSON.TAMARACIMEMO-AGMT.
January 6, 1995 3:21 pm 2
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(b) That at the proper time, and subject in all respects to the prior advice,
consent and approval of the Company, it will adopt such proceedings and authorize the
execution of such documents as may be necessary and advisable for the authorization, sale and
issuance of the Bonds and the completion of the Project, all as shall be authorized by the Act
and mutually satisfactory to the City and the Company. The Bonds shall not be deemed to
constitute it debt, liability or obligation of the City or of Broward County, the State of
Florida or of any political subdivision thereof, but such Bonds shall be payable solely
from the payments to be provided from the Company under financing agreements with
respect thereto. The Bonds issued shall be in such aggregate principal amount not exceeding
$4,500,000, shall bear interest at such fixed or variable rate or rates, shall have such maturity
or maturities not exceeding thirty (30) years, shall be payable at such times and places, shall
be in such forms and denominations, shall be sold in such manner, subject to the provisions
of Section 218.385 of the Florida Statutes, as amended, and at such time or times, shall have
such provisions for redemption, shall be executed and shall be secured as hereafter may be
requested by the Company and agreed to by the City, all on terms mutually satisfactory to the
City and the Company.
3. Undertakinias on the Part of the Company. Subject to the conditions hereinafter
stated, the Company agrees as follows:
(a) That the Company will generally arrange for, manage and carry out the
. construction and equipping of the Project as contemplated by this Agreement (without thereby
obligating the Company to go forward with the Project).
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(b) That the Company will cooperate with the City in making arrangements
for the sale and issuance of the Bonds in an aggregate principal amount not to exceed
$4,500,000 and that to the extent that the proceeds derived from the sale of the Bonds are not
sufficient to complete the Project, the Company will supply all additional funds which are
necessary for the completion of the Project.
(c) That contemporaneously with the delivery of the Bonds, the Company
will enter into a loan agreement and such other financing arrangements, indentures and related
agreements as shall, in the opinion of the Company, the Company's counsel, and the City and
City's counsel, be necessary or appropriate so that the Company will be obligated to pay for
the account of the City sums sufficient in the aggregate to pay the principal of, the redemption
premium, if any, and the interest on the Bonds when and as the same shall become due and
payable.
(d) That the Company will take such further action and adopt such
proceedings as may be required to implement its undertakings hereunder.
(e) That between the date of this Agreement and the date of issuance of the
Bonds, Samuel Butters and Nathan Butters will provide the City with such financial statements
as required by the City.
WPO:[TUICKSON.TAMARAC]MEMo-AGMT.
January 6, 1995 3:21pm 3
9 4. General Provisions.
(a) The City and the Company agree that the Company shall provide or cause
to be provided all services incident to the construction and equipping of the Project, including,
without limitation, the preparation of plans, specifications and contract documents, the award
of contract, the inspection and supervision of work performed, the employment of engineers,
architects, builders and other contractors, and the provision of money to pay the cost thereof
pending reimbursement by the City from the Bond proceeds, and the City shall have no
responsibility for providing any of such services or any liability therefor.
(b) All commitments of the City and of the Company pursuant to this
Agreement are subject to the condition that the City and the Company shall have agreed to
mutually acceptable terms for the Bonds and the sale and delivery thereof and mutually
acceptable terms and conditions for the financing arrangements and other agreements referred
to in Section 3(c) and, unless extended by subsequent resolution of the City, the Bonds shall
have been sold and delivered on or before one year from the date of this Agreement, this
Agreement shall terminate.
(c) The Company agrees that it will pay when due all costs and expenses of
the City including reasonable fees and expenses of the City's Bond counsel, including but not
limited to out-of-pocket expenses, which the City or its Bond counsel may have incurred in
connection with the execution of this Agreement and the performance by the City of its
. obligations hereunder. The Company shall deposit with the City within five business days
from notification that an allocation has been obtained, the sum of $25,000.00 less any amount
paid by the Company for fees and expenses incurred prior to obtaining such an allocation.
Such amount shall be applied toward payment of fees and expenses when due. Once all such
fees and expenses have been paid, any balance of such deposit shall be returned to the
Company. The Company shall pay any such fees and expenses in excess of $25,000.00 from
its other funds. The fees of Bond Counsel shall not exceed $3,000.00 prior to submittal of a
request for an allocation and $25,000,000 in total.
(d) So long as this Agreement is in effect, all risk of loss to the Project shall,
as between the parties hereto, be borne by the Company.
(e) The Company hereby agrees that the City shall not be liable for, and
agrees to release, indemnify and hold harmless the City from any liabilities, obligations, claims,
damages, litigation, costs and expenses (including, without limitation, reasonable attorneys' fees
and expenses) imposed on, incurred by or asserted against the City for any cause whatsoever
pertaining to the Project, the Bonds or this Agreement or any transaction contemplated by this
Agreement.
(f) As a matter of general assurance by the Company to the City, the
Company hereby covenants and agrees that it will indemnify the City for all reasonable
expenses, costs and obligations incurred by the City under the provisions of the Agreement to
the end that the City or its counsel or Bond Counsel will not suffer any out-of-pocket losses
as a result of the carrying out of any of its undertakings herein contained. It is furthermore
WPO:[TDICKSON.TAMAP AC]MEMO-AGMT.
January 6, 1"5 3:21pm 4
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expressly agreed that any pecuniary liability or obligation of the City hereunder shall be limited
solely to the revenues derived by the City under the Loan Agreement, and nothing contained
in this Agreement shall ever be construed to constitute a personal or pecuniary liability or
charge against any member, officer or employee of the City, and in the event of a breach of
any undertaking on the part of the City contained in this Agreement, no personal or pecuniary
liability or charge payable directly or indirectly from the general funds or any other funds of
the City shall arise therefrom.
(g) In any event, the provisions of this Agreement shall be superseded by any
financing arrangement entered into by the City and the Company in accordance, with
Section 3(c) of this Agreement and, upon execution and delivery of such documents
constituting the financing arrangement, this Agreement shall terminate and be of no further
effect.
(h) The financing arrangements to be entered into in connection with the
issuance of the Bonds shall provide that the Company shall not discriminate among persons
due to race, religion or .national origin.
(i) The Company will deliver upon execution of this agreement, the City the
sum of $500.00 and on the date of issuance of the Bonds shall pay the City a fee equal to 1/2
of a percent of the principal amount of the Bonds.
5. Effective Dates. This Agreement shall take effect upon its execution and
delivery; provided, however, that prior to the sale of the Bonds by the City, the Company will
provide to the City:
(a) an irrevocable direct -pay letter of credit providing for the payment of all
principal and interest on the Bonds, which shall be issued by a financial institution the long
and short term debt of which is rated in one of the three highest ratings categories by a
nationally recognized rating agency;
(b) all financing documentation required by the City in connection with the
issuance of the Bonds including, but not limited to, a loan agreement, a note, a mortgage and
security agreement and an unconditional irrevocable guaranty of its payment obligation with
respect to the Bonds by the Company, all in form and content satisfactory to the City;
(c) the approving opinion of Akerman, Senterfitt & Eidson, P.A., as Bond
Counsel, to the effect that the Bands have been validly issued and that under the existing laws
of the United States, interest on the Bonds will be excluded from gross income of the holders
for federal income tax purposes;
(d) if required by City's counsel or Band Counsel, a final judgment of
validation relative to the Bonds from the Circuit Court in and for Broward County;
WPO: (TDICKSON.TAMARAC]MEMo-AGMT.
January 6, 1995 3:21pm 5
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(e) evidence satisfactory to City's Counsel that the zoning of the land
comprising a part of the Project is appropriate for the Company's intended use of the Project;
and
(f) such other representations, warranties, covenants, agreements, certificates,
financial statements, and other proofs as may be required by the City, its counsel or Bond
Counsel.
The Project and the Bonds shall also be subject to a sufficient allocation granted
by the Division of Bond Finance of the State Board of Administration of the State of Florida
of the state volume limitation for the full amount of the Bonds as contemplated by Part V of
the Act, and no assurances can be given by the City as to the availability of such allocation.
Further, no assurances can be given by the City as to the result of any action or inaction by
a governmental agency, whether local, state or federal, nor as to the result of any judicial
action, which may affect in any way the issuance of the Bonds or the Project; and the City
shall not be responsible nor held liable for any costs or damages incurred by any party as a
result thereof.
IN WITNESS WHEREOF the parties have executed and delivered this
Agreement as of the day and year first above written.
Attest:
Carol A. Evans
City Clerk
I hereby certify that I have
approved this Agreempt �
)t11 S. Kraft
Attorney
CITY OF TAMARAC, FLORIDA
JNorman Lbrow!"itz
Mayor
form. Accepted:
TAMARAC BUSINESS CENTER, INC.
By:
_. /4a,
Samue Butters
President
Attest: f
&//L
Secretary
WPO:(TDiCKSON.TAMARAC]MSMO-AGMT,
January 6, 1995 3:21pm
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The undersigned Guarantors hereby unconditionally and irrevocably guarantees to the
City the full and prompt payment and performance of all of the Company's obligations arising
under this Agreement.
Samuel Butters
IjI �.
Nathan Butters
STATE OF FLORIDA
COUNTY OF IreA
The foregoing instrument was acknowledged before me this day of genuary, 1995,
by Samuel Butters.,
Name:
Notary Public, State of Florida
Personally Known 10 •yv_2-
Produced Identification
Type of Identification:
01
(NOTARIAL SEAL)
STATE OF FLORIDA
COUNTY OF
�`.rgf_
The foregoing instrument was acknowledged before me this / day of3aftuary, 1995,
by Nathan Butters.
Name: jgr rP� A ,A c//'�^'-r'S'
Notary Public, State of Florida
Personally Known
Produced Identification
Type of Identification:
Is (NOTARIAL SEAL)
WPO:(TDICKSON.TAMARAC]MEMO-AOMT.
January 6, 1995 3:24pm 7