Fort Walton Beach Resolution — 82-22-Ind Revenue Bonds-Gator Distributors — reading text

amounts necessary to reimburse the Issuer and the Company for any work performed, materials purchased or expendi- tures incurred pertaining to or in connection with the Project or its operation prior to completion, including, but without limiting the generality of the foregoing, the charges of any architects or engineers for Plans and Specifications for the Project, the cost of architectural or other supervisory personnel in connection with improving and equipping of the Project, the charges of any survey- ors or engineers employed to make plans or conduct t~sts or analyses wi~ h respect to the Project. SECTION 3. 04 ACTION TO ENSURE COMPLETION OF PROJECT. The Company covenants that it will take such action and institute such proceedings reasonably available to it as shall be necessary to cause and require all contractors and material suppliers to com- plete their contracts diligently in accordance with the terms of said contracts, including wi thout.. limi tation the correcting of any defective work, with all expenses incurred by the Company in con- nection with the performance of its obligations under this Section to be considered part of toe cost of the Project, and the Issuer and the Trustee agree that the Company may, from time to time, in the Issuerls name, the Companyls name or in the name of the Issuer and the Company, take such act ion as may be necessary or adv is- able, as determined by the Company, to ensure the complet ion of the Project in accordance with said Plans and Specifications and the installation of machinery and equipment, if any, in accordance wi th appl icable con tracts pertaining thereto, and to insure the performance by the Company of all its covenants and obligations under this Agreement, with all the costs and expenses incurred by the Company in this connection to be considered a part of the cost of the proj ect. The Trustee and the Issuer will cooperate with the Company during any efforts by the Company to remedy a default by any contractor or subcontractor, provided that the Company shall advance all costs and expenses reasonably expected to be incurred by the Trustee and/ or the Issuer and to indemnify and save harmless the Trustee and the Issuer against any risk, claims or liabilities arising out of any such efforts. SECTION 3. 05. COVENANT TO COMPLETE. The Company covenants and agrees that in the event the cost of acquiring improving and the project should exceed the net proceeds of the sale of the Bonds, the Project shall nevertheless be completed promptly by the Company, and the Company does hereby agree to provide and pay from its own funds the entire amount of any such excess. The Company shall not be entitled to any diminution,' delay or abatement in the payment of the purchase price because of its payment of any such excess. 13  o o SECTION 3. 06. WARRANTIES EXTEND TO TRUSTEE AND ISSUER. It is agreed that all vendors I warranties received in connection with all mach i nery and equ ipmen t pu rchased , if any, for the proj ect , together with all warranties given by contractors, manufacturers or service organizations who perform construction work or install any machinery and equipment for the Project, shall extend to both the Trustee and the Issuer. If requested, the Issuer and the Company shall execute and deliver appropriate instruments to accomplish the intent of this Section; provided, however, that neither the Issuer nor the Company shall have any responsibility or liability for the effectiveness of such instruments or the enforceability of such warranties. SECTION 3. 07. COVENANT TO CONVEY. The Company hereby covenants that it will cause to be granted to the Issuer for assignment to the Trustee, as aforesaid, a mortgageels interest in the property described in Exhibit A attached hereto, free from all encumbrances, except Permitted Encumbrances, which shall mean as of any particular time: A) liens for ad valorem ta~es not then delinquent, B) utility, access a"hd other easements and rights of way and encroachments that the Company certifies will not materially interfere with or materially impair the operations of the Project, and C) such minor defects, irregularities, encumbrances, ease- ments, rights of way and clouds on title as normally exist with respect to properties similar in character to the Project, all as do not, in the opinion of the Issuer and the Trustee, materially impair the property affected thereby for the purpose for which it is intended within the intent of this Agreement. SECTION 3. 08. ESTABLISHMENT OF COMPLETION DATE. The Company shall be required to establish the Projectls completion date, which shall be evidenced by the Company' s furnishing to the Trustee within thirty ( 30) days ofsaid completion date, with a copy of each to the Issuer a certificate signed by the Authorized Company Representative stating that: 1) improvements have been completed substantially in accordance with the Plans and Specifications and all labor, ser- vices, materials and supplies used in such construction have been paid; 2) all equipment, if any, and other facilities necessary in connection with the Project have been constructed or acquired and installed substantially in accordance with the Plans and Specifi- cations and all costs and expenses incurred in connection there- with have been paid; and 14  o o 3) the equipment, if any, so installed is in proper operat- ing order and is suitable and sufficient for the efficient opera- tion of the Project for the purposes for which it is intended; not withstanding the foregoing, such certificate shall state that it is given without prejudice to any rights against third parties which exist at the date of such certificate or which may sub- sequently come into being. 15  o o ARTICLE IV LOAN AND PAYMENT THEREOF SECTION 4. 01. DEFEASANCE UPON PAYMENT. If the Company shall first make the payments and perform the covenants and agreements required in the Note, the Indenture and herein on its part to be made and performed, the Issuer covenants and agrees that it shall, as soon as practicable, but in no event later than thirty ( 30) days thereafter, by causing the Trustee to execute a good and sufficient Satisfaction of Mortgage, termination statemel)ts and such other releases and documents necessary, convey and release to the Company all of the Issuer I s and Trustee I s rights, ti tle and interest in the land described in Exhibit A attached hereto, the Project situated thereon, the machinery and equipment, if any, described in Exhibit B attached hereto, and all additional land and additions to the Project serving as security and covered by the Mortgage or any security agreement as provided in Section 6. 01 and 7. 03 hereof. For purposes of the preceding sentence, , deposit in an irrevo- cable trust with the Truste-e, for the sole . benefit of the Bond- holders, of direct obligations of, or obligations the principal of and interest on which are guaranteed by, the Uni ted States of America in such amounts as will, with the income thereon or the increment thereto, be sufficient to pay the principal of, redemp- tion premium, if any, and interest to become due, whether at maturity upon call for redemption on the Bonds, or and amounts due to the hereunder, at the time and in the manner stipulated Trustee herein, shall be considered " prov ision for payment". Nothing herein shall be deemed to require the Company to exercise its option to call any of the Outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provi- sions, or to impair the discretion of the Company in determining whether to exercise any such option for early redemption. SECTION 4. 02. PRINCIPAL AMOUNT OF LOAN. The principal amount of the loan to be repaid by the Company for the Project is the principal amount of the issued, the interest thereon ( at Bonds the rate rates specified or in the Bonds), redemption premiums, if any, and the reasonable fees, expenses and expend it ures of the Issuer and the Trustee, which loan shall be paid in installments in such amounts as provided in Section 4. 03 hereof, by the Company remitting the same directly to the Trustee for deposit by the Trustee in the Bond Fund created in the Indenture, to be used by the Trustee in the manner provided in the Indenture. The Trustee shall furnish to the Company, the Issuer and any Bondholder who shall so request in writing of the Trustee, at reasonable inter- vals not less than annually, an accounting of the funds expended out of and on deposit in the Bond Fund. The Trustee shall credit 16  o o any moneys in the Fund from investment earnings or Bond pro- Bond ceeds used for redemption of Bonds as provided in the Indenture, toward the repayment of the loan for the Project. SECTION4. 03. LOAN PAYABLE IN INSTALLMENTS. Until the prin- cipal ofand interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accor- dance with this Agreement, the Company shall pay to the Trustee in the manner provided in Section 4. 02 above, an amount equal to the sum of the following: A) Commencing 198 on ,and on each 20 and 20 thereafter the interest coming due on the Bonds on the next succeeding interest payment date, or such other pro rata amount estimated by the Trustee and communicated to the Company in writing at least five ( 5) days prior to each