Fort Walton Beach Resolution — 85-09-DRB-Acme M&S — reading text

Company agree requested by the City or the purchaser or purchasers of the bonds, they will unconditionally guarantee payment of the principal of, premium ( if any) and interest the bonds. on In addition, if the proceeds from sale of the bonds loaned to the Individuals and/ or the Company, are the Individuals and/ or the Company will unconditionally guarantee payment of such loan in accordance with its terms. 6. The City acknowledges that in addition to the equipment and personal property constituting the Project and acquired with the proceeds of the bonds, the Individuals and/ or the Company may in the future from time to time install and locate certain additional equipment and personal property owned or leased by the Individuals and/ or the Company in the Project, and the lease agreement or loan agreement, and any security agreement given as security for the benefit of the bondholders shall except from the lien on the Project any such equipment owned or leased by the Corporation, or owned by any person other than the City, and not purchased with the proceeds of the bonds, which equipment shall remain the property of the Individuals and/ or the Company or other owner thereof other than the City, and which equipment may be moved, replaced or pledged as security to other lenders of the Individuals and/ or the Company as such parties may in their own discretion deem appropriate, without notice to or consent of the City or the Trustee. 7. The City hereby requests the Individuals and/ or the Company to proceed with acquisition, renovation, installation and equipping of the Project as soon as possible even prior to the issuance and delivery of the bonds so that the City might benefit from the Project without delay. Contracts for the acquisition, renovation, installation and equipping of the Project may be let by the Individuals and/ or the Company and ( if the Project is to be acquired by the City and ' leased or sold to the Individuals and/ or the Company) thereafter assigned to the City, or such acquisition, renovation, installation and equipping of the Project may be effected in whole or in part by the Individuals and/ or the Company and such Project or such portions thereof as may have been acquired, renovated and installed at such time may thereafter be conveyed to the City, or, if requested by the Individuals and/ or the Company, the City will let all or any of such contracts in its name and acquire and installed the Project in its name subject to provision being made satisfactory to the City for payment of the cost thereof by the Partnership. The Individuals and/ or the Company shall be entitled to receive reimbursement from the procceds of the bonds at the time of issuance and delivery thereof for all amounts expended by the Individuals and/ or the Company with respect to the Project prior to the  o o time the proceeds from issuance of the bonds become available, to the extent such proceeds are sufficient therefor. 8. The City will assist in the prompt preparation of the lease agreement, sale agreement or loan agreement ( as the the case may be), Trust Indenture, and any guaranty agreement, mortgage, security agreement and related instruments and documents requested by the Individuals and/ or the Company necessary or desirable to facilitate issuance and sale of the bonds, acquisition, renovation and equipping of the Project and lease or sale of the Project or loan of the proceeds from sale of the bonds to the Individuals and/ or the Company, and will proceed with arrangements for issuance of the bonds. The City will also assist in obtaining any tax rulings from the Internal Revenue Service as may be deemed necessary or desirable by the Individuals and/ or the Company or the purchaser or purchasers of the bonds and will make such election or elections under Section 103( b) of the Internal Revenue Code of 1954, as amended, and rulings and regulations thereunder, as may be required and as requested by the Individuals and/ or the Company to secure or confirm exemption of interest on the bonds from federal income taxation. 9. The City acknowledges that the Individuals and/ or the Company have advised it that because of business reasons it may be desirable that the Project be leased or sold by the City to a partnership in which the Individuals and/ or the Company are partners to a corporation in which the Individuals and/ or the Company are shareholders, or some other business entity in which Individuals and/ or the Company are involved, rather than the Individuals and/ or the Company. The City agrees that the transactions contemplated herein may be structured in such a manner, provided that payment of the principal, premium ( if any) and interest on the bonds shall be unconditionally guaranteed by the Individuals and/ or the Company and the Individuals and/ or the Company will guarantee that the purpose contemplated in the lease agreement or sale agreement ( as the case may be) between the City and such other business entity. 10. Upon delivery of the bonds, in the event of any inconsistency between this letter and the intent and terms of the lease agreement, sale agreement or loan agreement ( as the case may be), the Trust Indenture, or any guaranty agreement, mortgage, security agreement, related security agreements, or purchase contracts, the provisions of the lease agreement and the Trust Indenture, and of any guaranty agreement, mortgage, security agreement, security agreements and purchase contracts as finally adopted shall control, and the provisions of this proposal and the agreement resulting from its acceptance by the Individuals and/ or the Company shall have no further effect. 11. If for any reason, including the Individuals and/ or the Company' refusal to approve the bond purchase agreement or to request issuance of the bonds, the bonds are not delivered by December 31, 1985, or if the Individuals and/ or the Company shall notify the City that it does not anticipate requesting that the bonds be issued, the provision of this proposal and the agreement resulting from its acceptance by the Individuals and/ or the Company shall, at the option of the City or the  o o Individuals and/ or the Company to be evidenced by written notice to the other party, be cancelled and neither party shall have any rights against the other and no third party shall have any right against either party by reason hereof; except: a) The City will convey the Project to the Individuals and/ or the Company or to such other persons as they may direct if the City is then the owner thereof and will assign to the Individuals and/ or the Company or as it may direct all contracts or agreements for the acquisition, installation and equipping of the Project then in the name of the City. b) The Individuals and/ or the Company will pay the City for all reasonable and necessary expenses which were incurred by the City in installation of the Project. c) The Individuals and/ or the Company will pay the out- of- pocket expenses of members and officers of the City, attorneys for the City, and bond counsel designated by the City Attorney incurrred in connection with the Project and will pay attorneys for the City and bond counsel reasonable fees for legal services related to the Project, provided, in each instance, the Individuals and/ or the Company shall have approved such fees and expenses in writing. 12. The parties acknowledge that the bonds of the City will not be issued to finance the Project until the City has been advised by counsel satisfactory to the City that the Project qualifies as a project" within the meaning of Part II of Chapter 159, Florida Statutes, as amended. If the foregoing proposal is acceptable in principle to the Individuals and/ or the Company, such acceptance should be indicated by having the following acceptance executed by the Individuals and/ or the Company and by returning a copy as so executed to the City, whereupon this proposal will constitute an agreement in principle with respect to the matters herein contained. Very truly your~ CITY OF FORT WALTON BEACH, FLORIDA By: ATTEST: p CITY CLERK ~  o o The form and legal sufficiency of the foregoing has been reviewed and approved by the City Attorney CITY ATTORNEY - JAMES E. MOORE 7____"- L ~ The terms and conditions in the foreg 1ng proposal ~ y City of Fort Walton Beach, Florida are hereby accepted by the Individuals and/ or the Company. By: Title: II , ~ " o I, Helen Spencer, duly appointed City Clerk of the City of Fort Walton Beach, Florida, do hereby certify that the attached resolution is a true and correct copy of ~ esolution ~ S;-77 approved by the City Counci 1 !? 1t0cL /,. 1, / 1'YS , 1985 at a meet ing on that date and is on file' at City Hall, 107 Miracle Strip Pkwy., SW, Fort Walton Beach, Florida. Hefit:: City Clerk er~ City of Fort Walton Beach