Fort Walton Beach Resolution — 84-59-IDRB to Beachline Cor/First Natl Bank — reading text

C Cy City of Fort Walton Beach HOME OF THE Ome Soovre Resolution 34-59 RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDUCEMENT AGREEMENT PURSUANT TO WHICH THE CITY OF FORT WALTON BEACH WILL AGREE IN PRINCIPLE TO ISSUE ITS INDUSTRIAL DEVELOPMENT REVENUE BONDS TO FINANCE A CERTAIN "PROJECT" WHEREAS, City of Fort Walton Beach, Florida (the "City") has been informed by certain officers and representatives of Beachline Corporation (the "Corporation") and officers and representatives of First National Bank of Okaloosa County (the "Bank") that the Corporation and the Bank are presently considering certain additions to and expansion of certain existing commercial facilities located in the City and presently occupied by the Bank, which will make a significant contribution to the economic growth of the City, will provide gainful employment and will serve a public purpose by advancing the economic prosperity and general welfare of the State of Florida and its people; and WHEREAS, the Corporation and the Bank have inquired whether the City would agree to issue its industrial development revenue bonds to provide the funds necessary to finance the proposed additions to and expansion of said commercial facilities, as authorized under the laws of the State of Florida pursuant to which the City was created and is existing; and WHEREAS, the City considers the proposed additions to and expansion of said commerical facilities in the City to be in the best interest. of the citizens of the City and has determined that installation of such proposed facilities and issuance of the industrial development revenue bonds of the City pursuant to Part II of Chapter 159, Florida Statutes, to finance the cost thereof will be in the public interest and in furtherance of the public purposes for which the City was created and is existing; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF FORT WALTON BEACH, FLORIDA as follows: RESOLVED, that the City execute and deliver to the Corporation and the Bank a letter substantially in the form presented to this meeting and attached hereto as Exhibit "A" for the purpose of stating the general terms whereby the City would issue its industrial development - revenue bonds in order to provide funds to finance the costs of acquisition, construction, installation and equipping of the proposed oo — additions to and expansion of the existing facilities presently occupied by the Bank in the City (which expansion would consist of the renovation of the existing facilities and the construction, installation and equipping of an office and retail facility and adjacent to such existing facilities all as more fully described in such letter. FURTHER RESOLVED, that such letter shall be executed by the Mayor of the City and delivered to the Corporation, and upon receipt by the City of a copy of such letter with the acceptance thereof by the Corporation indicated thereon, such fully executed copy of such letter shall be entered in the permanent records of the City. FURTHER RESOLVED, that this Resolution shall become effective immediately upon its passage by the City Council and the execution thereof by the Mayor and the City Clerk. A copy of this Resolution and the exhibit hereto shall be recorded in the records of the Issuer. Adopted and approved the [g2h day ot Plvembrry1984. CITY OF FORT WALTON BEACH, FLORIDA BY: la MAYOR ATTEST: CITY CLERK 4% The form and legal sufficiency of the foregoing has been reviewed and approved by the City Attorney CALLE CITY ATTORNBY = JAWES_E. WOORE) O C) CITY OF FORT WALTON BEACH, FLORIDA September 25, 1984 Beachline Corporation 29 Eglin Parkway Fort Walton Beach, Florida 32549 Attn: Mr. John J. Tringas President First National Bank of Okaloosa County 29 Eglin Parkway Fort Walton Beach, Florida 32549 Attn: Mr. J. Lamar Roberts President Re: Proposed Financing of Expansion of Certain Existing Commercial Facilities by City of Fort Walton Beach, Florida for Beachline Corporation and First National Bank of Okaloosa County Gentlemen: City of Fort Walton Beach, Florida (the "City"), a body politic and corporate and a political subdivision of the State of Florida, has been informed by officers and representatives of Beachline Corporation (the "Corporation") and officers and representatives of First National Bank of Okaloosa County (the "Bank") that the Corporation and the Bank are considering certain additions to and expansion of certain existing facilities in the City presently occupied by the Bank. The term "Project" as it is hereinafter used means the land, buildings, machinery, equipment and related property (which is generally described in Schedule 1 to this letter) which is to be acquired and installed with the proceeds from the sale of the bonds to be issued by the City, as hereinafter described. It is anticipated that the acquisition, installation and equipping of the Project will require expenditures not in excess of $8,500,000. You have advised us that the Corporation and the Bank project that completion of the Project and implementation of the facilities at the Project will result in an increase of employment in the City. canipii “A” Page 2 Based upon information supplied to us by the Corporation and the Bank and other information available to us, the City has determined that the acquisition and installation of the Project in the City as herein described is appropriate to the needs and circumstances of and will make a significant contribution to the economic growth of the City, will provide gainful employment and will serve a public purpose by advancing the economic prosperity and general welfare of the State of Florida and its people. Accordingly, in order to induce the Corporation and the Bank to locate the Project in the City, we hereby make the following proposals: l. The City will issue its industrial development revenue bonds in a principal amount not to exceed $8,500,000, or in such greater amount as may be hereafter agreed upon by the City and the Corporation, for the purpose of financing the costs of acquisition and installation of the Project upon written request of the Corporation. The Project will be owned by the City and leased or sold to the Corporation, unless the Corporation shall specify another form of ownership as hereinafter provided or unless the City and the Corporation shall agree that the Project shall be owned in another manner. 2. The terms of said bonds (principal maturities, interest rates, denominations, redemption provisions and other terms) will be as shall be agreed upon by the City and the Corporation, within such limitations as are imposed by law. Said bonds will be issued and sold by the City to one or more institutional investors or to an underwriter regularly engaged in the business of underwriting industrial development bonds similar to such bonds, as may be designated by the Corporation, at such price and upon such terms as may be agreed upon by the Corporation, the City and the purchaser or purchasers of such bonds. 3. The proceeds from issuance and sale of the bonds will be used by the City to acquire and install the Project for lease or sale to the Corporation and to pay the costs and expenses incident thereto and of the issuance and delivery of the bonds, or in the alternative, will be loaned by the City to the Corporation to finance the cost of acquisition and installation of the Project and to pay the foregoing incidental costs and expenses. On or prior to delivery of the bonds the Corporation and the City will enter into a lease agreement, loan agreement or installment purchase agreement (as the case may be) pursuant Page 3 to which the Corporation will unconditionally agree to make rental payments, loan payments or purchase payments (as the case may be) sufficient to pay the principal, premium (if any) and interest on the bonds as the same mature. The terms of such lease agreement shall provide that, upon payment of all of the principal, premium (if any) and interest on the bonds, or upon provision for the payment thereof, and upon payment or provision for all other amounts required to be paid by the Corporation thereunder, the Corporation as lessee under said lease agreement and its successors and assigns shall have an option to purchase the Project from the City for a total consideration of One Hundred Dollars ($100.00). In the event of purchase by the Corporation of the Project upon exercise of such an option to purchase the Project under any such lease agreement, the Project shall be conveyed by the City to the Corporation or its successors and assigns subject to no exceptions or title defects other than those to which the Project was subject at the time of its acquisition by the City and those thereafter created by or with the consent of the Corporation. 4. The City will enter into a Trust Indenture with a trustee approved by the Corporation, which trustee shall be a banking institution having trust powers and authorized to act as trustee with respect to the Project. The Trust Indenture will pledge the revenues and receipts derived and to be derived by the City from sale or lease of the Project, or from lending of the proceeds from sale of the bonds, to the Trustee for the benefit of the bondholders. If requested by the Corporation, the payment of principal, premium (if any) and interest on the bonds shall be further secured by a mortgage, security agreement or other appropriate security instrument to the Trustee for the benefit of the bondholders, covering all or such part of the Project as may be requested by the Corporation. 5. The Corporation agrees that, if requested by the City or the purchaser or purchasers of the bonds, it will uncon- ditionally guarantee payment of the principal of, premium (if any) and interest on the bonds. In addition, if the proceeds from sale of the bonds are loaned to the Corporation, the Corporation 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 Corporation may in the Page 4 future from time to time install and locate certain additional equipment and personal property owned or leased by the Corporation 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 Corporation or other owner thereof other than the City, and which equipment may be moved, replaced or pledged as security to other lenders of the Corporation as such party may in its own discretion deem appropriate, without notice to or consent of the City or the Trustee. 7. The City hereby requests the Corporation to proceed with acquisition, construction, 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, construction, installation and equipping of the Project may be let by the Corporation and (if the Project is to be acquired by the City and leased or sold to the Corporation) thereafter assigned to the City, or such acquisition, construction, installation and equipping of the Project may be effected in whole or in part by the Corporation and such Project or such portions thereof as may have been acquired, constructed and installed at such time may thereafter be conveyed to the City, or, if requested by the Corporation, the City will let all or any of such contracts in its name and acquire and install the Project in its name subject to provision being made satisfactory to the City for