Fort Walton Beach Resolution — 96-06-Inducement Agreement-Burton Golf — reading text

The Issuer has detennined that the Issuer's issuance of its bonds to assist the Borrower by financing such Project in the Issuer's community will advance the residents of the Issuer. and provide and preserve employment in such community and that the Issuer's issuance of such bonds will serve a public purpose by advancing the economic prosperity and the welfare of the State of Florida and its people. Accordingly. in order to induce the Borrower to incur expenses for the initiation of such Project and its financing. the Issuer hereby makes the following proposal: 1. Subject the Issuer' s review and approval of final financing tenns to based upon the amount of bonds to be issued and the debt service requirements thereon). and the method and sources of repayment. the Issuer will issue its industrial development revenue bonds in a principal amount not to exceed $ 2. 000. 000 for the construction and equipping of the Project purpose of paying the cost of the acquisition. within the territorial limits of the Issuer. pursuant to preliminary general plans and facilities which are to be placed on file in the office of specifications relating to such the City Clerk. The bonds will be issued in such aggregate principal amount. mature at such times. bear interest at such rates and be subject to such other tenns as shall be agreed upon among the Issuer. the Borrower and the underwriter or the purchaser of the bonds. 2. The Issuer and the Borrower will enter into a Financing Agreement ( the bonds shall be Financing Agreement") which shall provide that the proceeds of the loaned to the Borrower for the purpose of acquiring and constructing the Project and which shall contain such tenns and provisions which are acceptable to the Issuer and the Borrower. The Issuer's interest in the Financing Agreement and the note shall be assigned to a trustee to acceptable the Issuer. for the benefit and protection of the bondholders. The payments to be made by the Borrower upon the note pursuant to the Financing Agreement shall be pledged to the payment of the principal of. interest on and if any. applicable to the bonds and the fees and redemption premium. contain such tenns and provisions which are expenses of the trustee and which shall The amount payable under the note and acceptable to the Issuer and the Borrower. MCL- 05/ 02/ 96 Rev 05/ 07/ 96 Rev- 05/ 14/ 96- 6205- indu-res 6-  o o the cost of the Project, the cost Financing Agreement shall be fully sufficient to pay and expenses of financing the same and the expenses of the Borrower, the trustee and the Issuer related thereto. 3. The Issuer will cooperate in the prompt preparation of the Financing and sale of the bonds, Agreement and the necessary Resolution for the authorization and, if deemed necessary by the Issuer' s or bond counsel, will promptly proceed with validation of the bonds in the Circuit Court for the Issuer, pursuant to the provisions of Chapter 75, Florida Statutes. and the 4. Upon delivery of the bonds, the provisions of this proposal acceptance by the Borrower shall have no further effect, agreement resulting from its and in the event of any inconsistency between the tenns of this proposal and the terms of the agreement in the form in which it shall be finally approved by Resolution of the Issuer, the provisions of the agreement as so approved shall control. Issuer shall keep 5. Upon acceptance by the Borrower of this proposal, the commitment and inducement to the Borrower for a open and outstanding this reasonable time so long as the Borrower shall be proceeding with appropriate efforts toward conclusion of any arrangements necessary to the Project: provided, however. if for any reason ( other than that which shall be the fault of the Issuer) the bonds are not delivered to the purchaser or purchasers thereof by June 1, 1997, then the provisions of this proposal and the agreement resulting from its acceptance by the Borrower may be cancelled at any time thereafter, at the option of the Issuer and without notice to the Borrower, by Resolution of the Issuer, duly adopted expressly for such purpose. The Borrower shall bear all costs incurred by the Issuer in connection with the Issuer's participation in the financing contemplated herein, including the out- of-pocket expenses of officials and representations of the Issuer, and reasonable counsel. In event this attorneys fees of counsel to the Issuer and the Issuer's bond herein, in the event of its earlier agreement is cancelled by the Issuer as provided or between the Borrower and the Issuer, neither party shall cancellation by agreement have any rights against the other and no third party shall have any rights against either party except: a)The Borrower will pay to the Issuer the amount of all expenses which shall have been incurred by the Issuer in connection with the Project and which were or impliedly authorized by the Borrower: actually b) The Borrower will assume and be responsible for all contracts in entered into by the Issuer at the actual or implied request of the Borrower connection with the Project: and c) The Borrower will pay the out-of-pocket expenses of officials and for the Issuer incurred in representatives of the Issuer and Jerome Miller, counsel with the and Miller, Canfield, Paddock and Stone & Lott, P A, bond connection Project the counsel for the Issuer, and shall pay their fees for services related to the Project or financing thereof. 6. The Issuer shall not be obligated to pay any of the bonds or the interest than the thereon from any funds of the Issuer derived from any source other Financing Agreement, and each bond shall contain a statement to that effect upon its with respect to the Project face. The Issuer shall not be required to incur any expense to do by the Borrower, in which event the Borrower or the bonds unless requested so hereby agrees to reimburse the full amount of such expense to the Issuer: and the MCL- 05/ 02/ 96 Rev 05/ 07/ 96 Rev- 05/ 14/ 96- 6205-indu- res 7-  o o to its incurring any Issuer may require payment to it of such amount as a prerequisite such expense. The Borrower in accepting this proposal, will thereby agree to indemnify and defend the Issuer and hold the Issuer hanDless against any and all claims, losses, liabilities or damages to property or any injwy or death of any person or persons occurring in connection with the construction, equipping and operation of out of or resulting from this proposal the Project. or for any liability any way growing if accepted) including, without limitation, all costs upon its becoming an agreement reasonable attorney' s fees. incurred in the and expenses of the Issuer, including enforcement of any agreement of the Borrower herein contained. This indemnity shall be superseded by a similar indemnity in the supplemental agreement and, in the event the bonds are not delivered, this indemnity shall survive the termination of the agreement resulting from the Borrower's acceptance of this proposal. If this proposal shall be satisfactory to the Borrower, please have executed the an acceptance copy to acceptance statement which follows this proposal and provide will constitute agreement in principal with the Issuer, whereupon this proposal an respect to the matters herein contained. MCL- 05/ 02/ 96 Rev 05/ 07/ 96 Rev- 05/ 14/ 96- 6205- indu- res 8-  o o Yours very truly, THE CITY OF FORT WALTON BEACH, FLORIDA SEAL) Attested and Countersigned: By: Ha41 c ~ City Clerk Helen . Spencer MCL-05/ 02/ 96 Rev 05/ 07/ 96 Rev- 05/ 14/ 96- 6205- indu- res 9-  o o The terms and conditions contained in the foregoing proposal by The City of alton Beach. ~~ hereby accepted by Burton Golf. Inc as Borrower. this F7~ day of , 1996. BURTON GOLF, INC By: Its: WC~ p{? e6{~ ~ ceo MCL- 05/ 02/ 96 Rev 05/ 07/ 96 Rev- 05/ 14/ 96- 6205- indu- res 10-  o o STATE OF FLORIDA COUNTY OF OKALOOSA 1, 3el€ Spencer , Clerk to the City Council in and for the County and State nA. aforesaid. do hereby certify that the above and foregoing is a true and correct copy of a Resolution as the same was du1y adopted and passed at a Regu1ar Meeting of the City Council on the 14th day of May . 1996. and as the same appears on record in my office. 14th IN WITNESS WHEREOF, I hereunto set my hand and official seal this day of Hay , 1996. CITY CLERK OF THE CITY OF FORT WALTON BEACH, FLORIDA By: ; J1t< n ~ ~ Helen A. Spe er SEAL) MCL- 05/ 02/ 96 Rev 05/ 07/ 96 Rev- 05/ 14/ 96- 6205- indu- res 11-  o