Fort Walton Beach Resolution — 85-22-IDRB for Micro Systems — reading text

City of Fort Walton Beach HOME OF THE cY~ g~ 85- 22 A RESOLUTION PROVIDING FOR THE FINANCING OF THE CONSTRUCTION OF CERTAIN FACILITIES IN THE CITY OF FORT WALTON BEACH, FLORIDA; PROVIDING FOR ISSUANCE BY THE CITY OF FORT WALTON BEACH, FLORIDA OF NOT EXCEEDING $ 450, 000. 00 INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1985 ( MICRO SYSTEMS PROJECT); PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; PROVIDING FOR THE PAYMENT THEREOF; MAKING CERTAIN OTHER COVENANTS AND AGREEMNTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF THE TRUST INDENTURE AND LOAN AGREEMENT, MORTGAGE AND SECURITY AGREEMENT; APPROVING THE FORM OF GUARANTY AND INDEMNIFICATION AGREEMENT; FIXING THE DATE, MATURITIES AND INTEREST RATES FOR THE BONDS; AWARDING SALE OF THE BONDS; DESIGNATING THE TRUSTEE AND PAYING AGENT FOR THE BONDS; AND PROVIDING AN EFFECTIVE DATE. NOW THEREFORE, be it resolved by the City Council of Fort Walton Beach, Florida: Section 1 AUTHORITY FOR THIS RESOLUTION. This resolution, hereinafter called " instrument", is adopted pursuant to the provisions of Part II, Chapter 159, Florida Statutes, and other applicable provisions of law ( the " Act"). Section 2 Unless DEFINITIONS. the context otherwise requires, the used terms in this resolution shall have the meanings specified in the Trust Indenture ( the " Indenture") by and between the City of Fort Walton Beach, Florida ( the Issuer") and the Trustee, as hereinafter defined ( the Trustee"), and the Loan Agreement, Mortgage, and Security Agreement by and between the Issuer and ( the " Borrower") and the Guaranty and Indemnification Agreement by and between Micro Systems. and the Trustee. Section 3 FINDINGS. It is hereby ascertained, determined and declared as follows: A. The Issuer is make and authorized by the Act to execute financing agreements, and other contracts, deeds instruments necessary or convenient for the purpose of facilitating the financing of the renovation and expansion of certain existing facilities as defined in the Act, including machinery, equipment, land, rights in land and other appurtenances and facilities related thereto, to the end that the Issuermay 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 revenue bonds.  r B. The is appropriate Project to the needs and circumstances of and Issuer' community the location of the s Project therein will make a significant contribution to the economic growth of the area of operation of the Issuer, shall increase opportunities for gainful employment, and shall serve a public purpose by advancing the general welfare of the State of Florida and its people. C. Giving to the ratio of the Borrower' s due regard current assets to liabilities, net worth, earnings, its current trends, coverage of all fixed charges, the nature of its business and the industry in which it is involved, its inherent stability, and all other factors determinative of the Borrower' s capabilities, financial and otherwise, of fulfilling its obligations consistently with the purpose of the Act, the Borrower is financially responsible and fully capable and willing to fulfill its obligations under the Loan Agreement, including the obligation to make payments thereunder in the amounts and at the times required pursuant to the terms of the Loan Agreement and the obligation to repair and maintain the Project, and the Borrower is desirous of serving the purposes of the Act and is willing and capable of fully performing all other obligations and responsibilities imposed upon it pursuant to the provisions of the Loan Agreement. D. The appropriate agencies in the City of local Fort Walton Beach are able to cope satisfactorily with the impact of the Project, and all the necessary public facilities, utilities and services that will be necessary for the construction, operation, repair 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 area of operation of the Issuer are available now or can be provided when needed. E. Adequate provision is made under the provisions of the Loan Agreement for the repair and maintenance of the Project at the expense of the Borrower, and for the payment of the principal of and premium, if any, and interest on the Bonds. F. The principal of and premium, if any, and interest on the Bonds and all payments required under the Loan Agreement and the Indenture shall be payable solely from the proceeds derived by the Issuer under the Loan Agreement. The Issuer shall never be required to ( i) levy ad valorem taxes on any property within its territorial limits to pay the principal of and premium, if any, and interest Bonds or to make on the any other payments provided for under the Loan Agreement and the Indenture, or ( ii) pay the same from any funds of the Issuer other than those derived by the Issuer under the Loan Agreement; and such Bonds shall not constitute a lien upon any property owned by or situated within the territorial limits of the Issuer except the Project in the manner provided in the Loan Agreement and the Indenture. G. The payments to be made by the Borrower to the Trustee under the Loan Agreement will be sufficient to pay all principal of and interest, and premium, if any, on Bonds, as the same shall become due, and to make all other payments required by the Loan Agreement and the Indenture. H. The costs to be paid from the proceeds of the Bonds will be costs of the Project, within the meaning of the Act. I. The interest on the Bonds will be exempt from federal income taxation under existing laws of the United States. The receipt of the advice of Wadsworth & Langmack, Bond Counsel, in this regard is hereby acknowledged.  r"" Section 4 FINANCING OF THE PROJECT AUTHORIZED. The financing of the cost of the Project in the manner provided in the Loan Agreement is hereby authorized. Section 5 AUTHORIZATION OF BONDS. Obligations of the Issuer to be known as " Industrial Development Revenue Bonds", Series 1985 ( Micro Systems Project) are hereby authorized to be issued in an principal amount of not exceeding aggregate Four Hundred Fifty Thousand Dollars ($ 450, 000. 00), in the form and manner described in the Indenture. The bonds will be dated such date and mature in such years and amounts, will contain such redemption provisions, and will bear interest at such rates ( not exceeding the maximum interest rate permitted by the Act or by other applicable provision of law), as provided in the Indenture. Section 6 AUTHORIZATION OF EXECUTION AND DELIVERY OF INDENTURE. As security for the payment of the principal of a premium, if any, and interest on the Bonds, pro rata and without preference of anyone of the Bonds over any other thereof, the Indenture, in substantially the form attached to Resolution 84- 63 of this Council, with such changes, alterations and corrections as may be approved by the Mayor or Mayor Pro Tem of the Issuer, such approval to be presumed by execution thereof, is hereby approved by the Issuer, and Issuer hereby authorizes and directs said Mayor or Mayor Pro Tem to execute, and the Clerk or Deputy Clerk to the City Council of the Issuer to attest under the seal of the Issuer, the Indenture and to