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HomeMy WebLinkAboutCity of Tamarac Resolution R-97-0281 1 Temp. Reso. #7779 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-97- cZ S A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIAL TO EXECUTE A MEMORANDUM OF AGREEMENT WITH SUNBELT PRECISION PRODUCTS, INC., A FLORIDA CORPORATION, WITH RESPECT TO THE CITY'S ISSUANCE OF ITS INDUSTRIAL DEVELOPMENT REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $4,000,000 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 P IVE D6JE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AS FOLLOWS: Section 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to the provisions of Chapter 159, Part 11 Florida, Statutes, as amended and other applicable provisions of law (the "Act"). Section 2. FINDINGS. It is hereby ascertained, determined and declared as follows: A. The City of Tamarac, Florida (the "City") is authorized by Chapter 159, Part II, Florida Statutes (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 equipping of manufacturing plant and other 1 Temp. Reso. #7779 2 "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 City may be able to promote the economic growth of the State of Florida, increase opportunities for gainful employment and otherwise contribute to the welfare of the State of Florida and its inhabitants, and to finance the cost of such projects by the issuance of its revenue bonds. B. Sunbelt Precision Products, Inc., a Florida corporation (the "Company"), desiring to take advantage of lower rates of interest available through the use of industrial development revenue bonds, has requested that the City issue not to exceed $4,000,000 of the City's Industrial Development Revenue Bonds (Sunbelt Precision Products, Inc. Project), Series 1997 (the "Bonds"), for the purpose of financing the cost of constructing and equipping a manufacturing plant within the meaning of the Act and Article VI Section 10(c) of the Constitution of the State of Florida on property located on N.W. 67th Street at Nob Hill Road, Tamarac, Florida (the legal description is attached hereto as Exhibit "A") (the "Project") C. The Company has requested that the City indicate to the Company, by and through this resolution, its intent to support issuance of the Bonds to finance the Project. D. The location of the Project in the industrial area of the City of Tamarac, Florida is appropriate to the needs and circumstances of, and will make a significant contribution to the economic growth of the City, will allow the Company and its lessees to preserve, provide and increase gainful employment, and will serve a public purpose by advancing the economic prosperity, the public health and the general welfare of the State of Florida and its people. E. The Project will be a "Project" within the meaning of Section 159.27(5) of the Act in that, without limiting the generality of the foregoing, the Project is a "manufacturing plant." F. The Project will be developed and owned by the Company. Temp. Reso. #7779 3 G. The Bonds will be issued under an Indenture (the "Indenture") between the City and a Trustee to be selected by subsequent resolution of the City. The terms of the Bonds will be established by separate resolution of the City. The proceeds of the Bonds will be loaned to the Company pursuant to a Loan Agreement (the "Loan Agreement") between the City and the Company and will be applied to the cost of the issuance of the Bonds, the cost of the construction and equipping of the Project, and such other "costs" as are authorized by the City and permitted by the Act in accordance with the terms of the Indenture. H. Based upon the Company's representations and financial information, the Company is fully capable and willing to fulfill its obligation to operate, repair and maintain the Project, and the Company is desirous of serving the purposes of the Act and is willing and capable of fully performing all other obligations and responsibilities which will be imposed upon it by the provisions of the Loan Agreement. The City is able to cope satisfactorily with the impact of the Project, and all the public facilities, utilities and services that will be necessary for the construction, operation, repair, improvement 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 City, are available now or can be provided when needed. J. Adequate provision will be made under the terms of the Loan Agreement for the operation, repair and maintenance of the Project at the expense of the Company, and for the payment of the principal of and premium, if any, and interest on the Bonds. K. Neither the City, Broward County, the State of Florida, not any other political subdivision of said State shall be obligated to pay the principal of, premium, if any, or interest on the Bonds or other costs incident thereto, and all payments required on the Bonds shall be payable solely from the proceeds derived by the City from the Company under the Loan Agreement, and the City shall never be required to (i) levy ad valorem taxes on any property within its area of operation to pay the 11 Temp. Reso. #7779 4 principal of and premium, if any, and interest on the Bonds or to make any other payments provided for under the Loan Agreement or Indenture, or (ii) pay the same from any funds of the City other than those derived by the City from the Company under the Indenture and Loan Agreement; and such Bonds shall not constitute a lien upon any property owned by or situated within the City except the Project and any other property that may be pledged as security therefor by the Company, in the manner provided in the Loan Agreement and the Indenture. Neither the full faith and credit of the City nor the full faith and credit or taxing power of the State of Florida, Broward County, or any other political subdivision of said State is pledged to the payment of the principal of, premium, if any, or interest on the Bonds or other costs incident thereto, but such Bonds are limited special obligations of the City payable solely from the sources identified above. No member or officer of the City will be subject to any personal liability by reason of the issuance of the Bonds. L. The payments required to be made by the Company to the Trustee under the Loan Agreement will be sufficient to pay all principal of and interest on and premium, if any, for the Bonds as the same shall become due, and to make all other payments required by the Loan Agreement and the Indenture. M. The costs to be paid from the proceeds of the Bonds will be "costs of a project" within the meaning of the Act. N. Prior to issuance of the Bonds, the City will receive an opinion of Akerman, Senterfitt & Eidson, P.A. to the effect that the Bonds will be validly issued and that the interest on the Bonds will, under existing laws of the United States, be excluded from gross income of the holders for federal income tax purposes. O. The City has properly noticed and held a public hearing as required by law prior to adopting this resolution. Section 3. APPROVAL AND AUTHORIZATION OF EXECUTION AND DELIVERY OF MEMORANDUM OF AGREEMENT. The memorandum of agreement between the Ll Temp. Reso. #7779 5 Company and the City in substantially the form attached to this resolution as Exhibit "B" and incorporated herein by reference, together with such changes therein, whether made prior to the execution thereof or thereafter, as shall be approved from time to time by the officers executing the same on behalf of the City, such approval to be conclusively evidenced by their execution thereof (the "Memorandum of Agreement"), shall be, and hereby is, authorized and approved on behalf of the City. The Mayor or Vice -Mayor of the City shall be and hereby are authorized to execute, and the City Clerk shall be and hereby is authorized to attest, the Memorandum of Agreement. Such officers and all other proper officers, commissioners, directors, agents and employees of the City are hereby authorized, empowered and directed to do all such acts and things and to execute such further agreements and take such further actions as shall be necessary to carry out the intent and purposes expressed in the Memorandum of Agreement, which shall become binding on the City upon the execution and delivery by the officers of the City and by other parties, thereto, and are further authorized to take such other steps and actions as may be required and necessary in order to issue such Bonds. Section 4. EFFECT OF RESOLUTION. This resolution is intended to and it shall constitute a declaration of official intent of the City for purposes of Treas. Reg. 1.150-2 and other applicable provisions of the Internal Revenue Code of 1986, as amended, and the related regulations, rulings and interpretive court decisions thereunder. Section 5. REPEALING CLAUSE. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 6. SEVERABILITY. 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. Temp. Reso. #7779 6 r� l Section 7. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. PASSED, ADOPTED AND APPROVED this ­2d day of , 1997. ATTEST: d 2-- CAROL A. EVANS CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. MITCHELL S. KRA CITY ATTORNEY comm dev\c:%userdata%wpdata\resk7779reso�ps 1 LARkY MISHKIN VICE -MAYOR RECORD OF COMMISSION VOTE WAY,= DIST DIST LIST DST• FES-11-9T 15:2T 954 462 9567 P.02 R-246 Job-330 FEF3--11-1997 15:28 STEARNS & WEAVER ET AL 954 462 9567 P.002/002 $:I0SII997 111:87 709-0307^ -- .w .,r....� n+.+...& a..o µ�V1tKHt1N [ GINEERiNG GAIP w. '• ,�..,,, ,..n w •,a. • � u DiYts�OK;t�'R�K •cr-yYaY � .LLM�RtIH[.1i0.�Nat'lf6R.SUpD. S 1 .f ar thaw' fa 4 OPA,eae[Wa*N '! JR�IM #;.lr/ALM OraLtroNt+rY R C ;�i /rijct�ttaa •Fcc[ !- lR111E+ 1' � t00 a:r.►•rt I I 1 � SKETCH AND DESCRIPTION to tt+r del tl,.reot a ;;;:..:� prtien .! Prtrt •R•. •S & N Pwr. tccrdini M,, .. ,�... taerdad a Plat ffool 1' 4. Pepe 34 at Its W* facade of b,tward f:o�tY 14at�a; Alrw rxlwrwiv air• ae r«<ja�+rws�sv���ir.+r..wcta►) M rvrrar�wwu+ a WA10•v4wn a ilarlA 6:• I:ea1. on th sm� � f+io/th at• Oa' 46. 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'"•'{It Aix . —Z w / / /wltec 1' qtwit 94 ♦«s.�-,tee r.rope r r *I►rr4.+r4 rswrw• i .w '$PO IL 1t4f altOtael dllla v rowAl 4`.w+ MErtldN,�ye,,A�ARi�qq tisst►tl4t1ttN11 r►A:iblN11 }ta�R'AitR�OflOWttLf1'Ar 1ntt7 to awr * SUMIft # ~ ctt C µpEt+,tML Et► rntm .: •r.Arr �•r a1q�T"'•-`+ ,a 4 eM1 u> ffAl3t T" w'uAN,tM11 �p ►x�f vtiu0 t;utE+s tKAtto r . WS J Of � j p 4 !'Mt a 9RAfw TOTAL P.002 • �e-g7-fie' MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT (this "Agreement"), dated as of the 26th day of February, 1997, between the CITY OF TAMAR.AC, FLORIDA, a municipal corporation duly created and existing under and by virtue of the laws of the State of Florida (the "City") and SUNBELT PRECISION PRODUCTS, INC., a Florida corporation (the "Company"). 1. Preliminary Statements. Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following: t (a) The City is a local agency under the provisions of Part II of Chapter 159, Florida Statutes, as amended (the "Act"), and is a political subdivision of a state within the meaning of Section 103(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 $4,000,000 of its Industrial Development Revenue Bonds (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 a manufacturing facility, (iii) pay all or any part of the cost of the acquisition and installation of 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 manufacturing precision metal parts. (d) The Company expects that'the portion of the Project to be financed with the proceeds of the Bonds will cost approximately $4,000,000 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. • (t) 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 0 issue its Bonds under the Act in an aggregate principal amount not to exceed $4,000,000, such Bonds to be secured as required by the City. 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 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. 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 $4,000,000 for the purpose of paying all or a portion of the cost of the Project. (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 a 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 $4,000,000, 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. Undertakings on the Part of the Companv. 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). (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 $4,000,000 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 issuance of the Bonds, the Company will provide the City with such financial information as required by the City. 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, 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, the security therefor, 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 3 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 the date hereof, the sum of $30,000.00. Such amount shall be applied toward payment of legal 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. r (d) So long as this Agreement is in effect, all rU 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 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) The Company shall not discriminate in its hiring practices among persons due to race, religion or national origin. 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) all financing documentation required by the City in connection with the isissuance of the Bonds including, but not limited to, a loan agreement and a note, all in form and content satisfactory to the City; 2 i r� u (b) the approving opinion of Akerman, Senterfitt & Eidson, P.A., as Bond Counsel, to the effect that the Bonds 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; (c) 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; (d) such other representations, warranties, covenants, agreements, certificates, financial statements, and other proofs as may be required by the City, its counsel or Bond Counsel; and (e) final approval by the City after a public hearing. 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. `r J 4, 91-12Y 0 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 Agreement as to form. Mitchell S. Kraft City Attorney r� CITY OF TAMARAC, FLORIDA B Q y• Larry Mishl6n, Vice -Mayor 1 Accepted: �10C1.;3alNG29DES) 61iC13►i PRODUCTS, INC. By: Its: 6fer ,, d>" 7- J Attest: Its: ,4ss , r. Sot , y, ;