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Resolution 001-1999 INDUSTRIAL DEVELOPMENT RESOLUTION 001-1999 ~ A RESOLUTION BY THE MONROE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY PROVIDING FOR THE FINANCING OF ALL OR PART OF THE COST OF THE ACQillSITION, CONSTRUCTION AND EQUIPPING OF A BREWERY FACILITY TO BE LOCATED IN MONROE COUNTY, FLORIDA, AND TO BE OWNED AND OPERATED BY KEY WEST BREWERY, INC.; PROVIDING FOR TlIEl: 0: ISSUANCE BY THE AUTHORITY OF $6,000,000 AGGREGAT~ }> PRINCIPAL AMOUNT OF ITS INDUSTRIAL DEVELOPME~P ~ REVENUE BONDS, SERIES 1999A (KEY WEST BREWERY;;~~ INC. PROJECT) AND $2,000,000 TAXABLE INDUSTRIAJ5~;3~ DEVELOPMENT REVENUE BONDS, SERIES 1999B (KE~~~ WEST BREWERY, INC. PROJECT), AND FOR A LOAN BY TH(:-i> AUTHORITY TO SAID CORPORATION IN AN AMOUN~ ~ EQUAL TO THE AGGREGATEPRINCIP AL AMOUNT OF SUCH BONDS TO FINANCE ALL OR A PORTION OF THE COST OF SUCH PROJECT; PROVIDING FOR THE RIGHTS OF THE OWNERS OF SUCH BONDS AND FOR THE PAYMENT THEREOF; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS; AUTHORIZING A DELEGATED NEGOTIATED PRIVATE PLACEMENT OF SUCH BONDS UPON MEETING CERTAIN CONDITIONS SPECIFIED HEREIN; DELEGATING TO THE CHAIRMAN OR VICE-CHAIRMAN OF THE AUTHORITY THE POWER TO APPROVE THE FINAL TERMS AND DETAILS OF THE BONDS ONLY UPON SATISFACTION OF THE CONDITIONS SET FORTH HEREIN; AUTHORIZING AND APPROVING THE USE OF A PRIVATE PLACEMENT MEMORANDUM IN CONNECTION WITH SUCH NEGOTIATED PRIVATE PLACEMENT OF THE BONDS; AUTHORIZING THE EXECUTION AND DELIVER Y OF A PLACEMENT AGREEMENT UPON SATISFACTION OF THE CONDITIONS SET FORTH HEREIN; AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS AND ALL OTHER RELATED INSTRUMENTS AND CERTIFICATES; PROVIDING FOR OTHER MISCELLANEOUS MATTERS IN CONNECTION WITH THE FOREGOING; AND PROVIDING AN EFFECTIVE DATE. \D ..." \D -- :I:a r- -0 I'T1 ::0 0 , ..." \D 0 :::0 :J:IIt ::0 :E. m 6 n .. 0 ::0 Q 0 WHEREAS, Key West Brewery, Inc. (the "Corporation"), a Florida corporation, has heretofore applied to the Monroe County Industrial Development Authority (the "Authority"), to issue the industrial development revenue bonds described in the title of this Resolution in an aggregate principal amount of$7,350,000 (the "Series 1999 Bonds") for the principal purposes of (1) financing certain costs of acquisition, construction and equipping of a brewery facility (the "Project"), (2) funding certain reserves, (3) capitalizing interest with respect to the Series 1999 Bonds, and (4) paying certain costs of issuance of the Series 1999 Bonds; and WHEREAS, in order to satisfy certain of the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), the Authority held a public hearing on the proposed issuance of the Series 1999 Bonds for the purposes herein stated on December 9, 1998, which date was more than 14 days following the first publication of notice of such public hearing in a newspaper of general circulation in Monroe County, Florida, which public hearing was conducted in a manner that provided a reasonable opportunity for persons with differing views to be heard, both orally and in writing, on the issuance of such Series 1999 Bonds and the location and nature of the Project; and WHEREAS, following such public hearing, the Authority adopted a resolution on December 9, 1998, giving its preliminary approval to the issuance of the Series 1999 Bonds for the purposes set forth above; NOW, THEREFORE, DETERMINED AND RESOLVED BY THE MONROE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, THAT: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapter 159, Parts II and III, Florida Statutes, and other applicable provisions of law. SECTION 2. DEFINITIONS. Unless the context otherwise requires, the terms used in this Resolution shall have the meanings specified in this section. Capitalized terms not otherwi~e defined herein shall have the meanings ascribed thereto in the hereinafter defined Indenture. Words importing the singular shall include the plural, words importing the plural shall include the singular, and words importing persons shall include corporations and other entities or associations. "Act" means Chapter 159, Parts II and III, Florida Statutes, as amended, and other applicable provisions of law. "Bond Counsel" means the law firm of Nabors, Giblin & Nickerson, P.A., Tampa, Florida. "Borrower" means Key West Brewery, Inc., a Florida corporation, and any successor, surviving, resulting or transferee entity as provided in the Loan Agreement. "County" means Monroe County, Florida, a political subdivision of the State. "Indenture" means the Indenture of Trust, dated as of March 1, 1999, between the Authority and the Trustee, substantially in the form attached hereto as Exhibit C and incorporated herein by reference. "Issuer" or "Authority" means the Monroe County Industrial Development Authority, a public body corporate and politic, a public instrumentality and an industrial development authority 2 organized and existing under the Constitution and laws of the State including, particularly, the Act, its successors and assigns. "Loan Agreement" means the Loan Agreement, dated as of March 1, 1999, between the Authority and the Borrower, substantially in the form attached hereto as Exhibit B and incorporated herein by reference. "Mortgage" means the Mortgage and Security Agreement, dated as of March 1, 1999, from the Borrower to the Authority and assigned to the Trustee, substantially in the form attached hereto as Exhibit D and incorporated herein by reference. "Placement Agent" means William R. Hough & Co, the placement agent for the Series 1999 Bonds. "Placement Agreement" means the Placement Agreement, to be dated the date of the placement of the Series 1999 Bonds among the Issuer, the Borrower and the Placement Agent, in the form attached hereto as Exhibit A and incorporated herein by reference. "Private Placement Memorandum" means the Private Placement Memorandum with respect to the Series 1999 Bonds, substantially in the form attached hereto as Exhibit E and incorporated herein by reference. "Project" means the project of the Borrower referenced in subsection D(I) of Section 3 of this Resolution and described in Exhibit A to the Loan Agreement which has been or is to be acquired, constructed, improved and installed in the County. "Series 1999 Promissory Notes" means, collectively, the Series 1999 A Promissory Note and the Series 1999B Promissory Note. "Series 1999A Promissory Note" means the Borrower's non-negotiable promissory note, to be dated the dated date of the Series 1999A Bonds, issued in the principal amount of the Series 1999 A Bonds, evidencing the Borrower's indebtedness and obligation to repay the loan made by the Issuer pursuant to the Loan Agreement from proceeds of the Series 1999A Bonds, in the amounts and at the times required for the payment of the principal ot: premium, if any, and interest on the Series 1999A Bonds when and as the same become due and payable, a form of which is attached to the Loan Agreement as Exhibit B. "Series 1999B Promissory Note" means the Borrower's non-negotiable promissory note, to be dated the dated date of the Series 1999B Bonds, issued in the principal amount of the Series 1999B Bonds, evidencing the Borrower's indebtedness and obligation to repay the loan made by the Issuer pursuant to the Loan Agreement from proceeds of the Series 1999B Bonds, in the amounts and at the times required for the payment of the principal ot: premium, if any, and interest on the Series 1999B Bonds when and as the same become due and payable, a form of which is attached to the Loan Agreement as Exhibit B. 3 "Series 1999 Bonds" means, collectively, the Series 1999A Bonds and the Series 1999B Bonds. "Series 1999A Bonds" means the Monroe County Industrial Development Authority Industrial Development Revenue Bonds, Series 1999 A (Key West Brewery, Inc. Project) to be issued under the Indenture in accordance with the terms hereof and thereof "Series 1999B Bonds" means the Monroe County Industrial Development Authority Taxable Industrial Development Revenue Bonds, Series 1999B (Key West Brewery, Inc. Project) to be issued under the Indenture in accordance with the terms hereof and thereof "State" means the State of Florida. "Stock Pledge Agreement" means the Stock Pledge Agreement, dated as of March 1, 1999, executed and delivered by the shareholders of the Borrower to the Authority and assigned to the Trustee, in substantially the form attached hereto as Exhibit F. "Trustee" means SunTrust Bank, Central Florida, National Association a national banking association whose designated corporate trust office is located in Orlando, Florida, until a successor Trustee shall have become such pursuant to the applicable provisions of the Indenture, and thereafter "Trustee" shall mean the successor Trustee. SECTION 3. follows: FINDINGS. It is hereby ascertained, determined and declared as A. The Issuer is a public body corporate and politic, a public instrumentality and an industrial development authority, and is duly authorized and empowered by the Act to finance or refinance the acquisition, construction, reconstruction, improvement, rehabilitation, renovation, expansion and enlargement, or additions to, furnishing and equipping of any capital project, including any "project" for any "manufacturing plant" or "warehousing or distribution facility" (as the quoted terms are described in the Act), including land, rights in land, buildings and other structures, machinery, equipment, appurtenances and facilities incidental thereto, and other improvements necessary or convenient therefor. B. By resolution duly adopted on December 9, 1999, in accordance with all requirements of law, upon reasonable public notice, at which meeting members of the public were afforded reasonable opportunity to be heard on all matters pertaining to the financing of the Project, the Authority provided its preliminary approval for the Project and the issuance of the Series 1999 Bonds to finance the costs thereof C. The acquisition, construction, equipping and development of the Project and the financing thereof by the Authority through the issuance of the Series 1999 Bonds, pursuant to the Act, will promote the economic development and welfare of the citizens of Monroe County, will 4 provide the residents of the County with new jobs, will promote the general economic structure of the County, will thereby serve the public purposes of the Act. D. Upon consideration of the documents described herein and the information presented to the Issuer at or prior to the adoption of this Resolution, the Issuer has made and does hereby make the following findings and determinations: (1) The Project consists of the acquisition, construction and equipping of a brewery facility, as more particularly described in the Loan Agreement, said Project to be located in the County and owned and operated by the Borrower. (2) The Borrower has shown that the Project will create new jobs in the County, it will foster economic growth and industrial and business development of the County and the State, and it will serve other predominantly public purposes as set forth in the Act. It is desirable and will further the public purposes of the Act, and it will most effectively serve the purposes of the Act, for the Issuer to finance the acquisition, construction, improvement, equipping and installation of the Project and to issue and sell the Series 1999 Bonds under the Indenture for the purpose of providing funds to finance all or part of the cost of the Project, all as provided in the Loan Agreement, which contains such provisions as are necessary or convenient to effectuate the purposes of the Act. (3) The Project is appropriate to the needs and circumstances ot: and shall make a significant contribution to, the economic and industrial growth of the County; shall provide or preserve gainful employment; shall protect the public health and welfare; and shall serve a public purpose by advancing the economic prosperity and the general welfare of the State and its people as stated in the Act. (4) As of the date hereot: the Borrower has certified and shown that it is financially responsible based on the criteria established by the Act, the Borrower is fully capable and willing (a) to fulfill its obligations under the Series 1999 Promissory Notes and the Loan Agreement, and any other agreements to be made in connection with the issuance of the Series 1999 Bonds and the use of the Series 1999 Bond proceeds for financing all or a portion of the costs of the Project, including the obligation to make loan payments or other payments in an amount sufficient in the aggregate to pay all of the interest, principal, and redemption premiums, if any, on the Series 1999 Bonds, in the amounts and at the times required, (b) to operate, repair and maintain at its own expense the Project, and (c) to serve the purposes of the Act and such other responsibilities as may be imposed under such agreements. In making the determinations and findings set forth in this subsection (D)( 4), the Issuer is conclusively relying on the financial and other information provided by the Borrower in connection with the financing of the Project and without independent investigation by the Authority. (5) The County and other local agencies will be able to cope satisfactorily with the impact of the Project and will be able to provide, or cause to be provided when needed, 5 the public facilities, including utilities and public 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 therefrom. (6) Adequate provision is made under the Loan Agreement for the operation, repair and maintenance of the Project at the expense of the Borrower, for the payment of the principal ot: premium, if any, and interest on the Series 1999 Bonds when and as the same become due, and payment by the Borrower of all other costs in connection with the financing, acquisition, construction, installation, operation, maintenance and administration of the Project which are not paid out of the process from the sale of the Series 1999 Bonds or otherwise. (7) The Costs of the Project to be paid from the proceeds of the Series 1999 Bonds shall be "costs" of a "project" within the meaning of the Act. (8) The principal ot: premium, if any, and interest on the Series 1999 Bonds and all other pecuniary obligations under the Loan Agreement, the Indenture or otherwise, in connection with the financing of the Project or the issuance of the Series 1999 Bonds, shall be payable solely from the loan payments and other revenues and proceeds received under the Series 1999 Promissory Notes and the Loan Agreement or otherwise from the operation, sale, lease or other disposition of the Project, including proceeds from insurance condemnation awards and proceeds of any foreclosure or other realization upon the liens or security interests under the Mortgage, the Stock Pledge Agreement, the Loan Agreement and the Indenture, the proceeds of the Series 1999 Bonds and income from the temporary investment of the proceeds of the Series 1999 Bonds or of such other revenues and proceeds, as pledged for such payment to the Trustee under and as provided in the Indenture, neither the faith and credit nor the taxing power of the County, the Issuer, the State or of any political subdivision or agency thereof is pledged to the payment of the Series 1999 Bonds or of such other pecuniary obligations and neither the County, the Issuer, the State nor any political subdivision or agency thereof shall ever be required or obligated to levy ad valorem taxes on any property within their territorial limits to pay the principal ot: premium, if any, or interest on such Series 1999 Bonds or other pecuniary obligations or to pay the same from any funds thereof other than such revenues, receipts and proceeds so pledged, and the Series 1999 Bonds shall not constitute a lien upon any property owned by the County, the Issuer or the State or any political subdivision or agency thereot: other than the Issuer's interest in the Series 1999 Promissory Notes and the Loan Agreement and the property rights, receipts, revenues and proceeds pledged therefor under and as provided in the Indenture and any other agreements securing the Series 1999 Bonds. (9) A delegated private placement of the Series 1999 Bonds is in the best interest of the Borrower for the following reasons: the Series 1999 Bonds will be special and limited obligations of the Issuer payable solely out of revenues and proceeds derived by the Issuer or the Trustee pursuant to the Loan Agreement, the Mortgage, the Stock Pledge Agreement, and the Indenture, and the Borrower will be obligated for the payment of all costs of the 6 Issuer in connection with the financing, construction and administration of the Project which are not paid out of the Series 1999 Bond proceeds or otherwise; the cost of issuance of the Series 1999 Bonds, which will be borne directly or indirectly by the Borrower could be greater if the Series 1999 Bonds are sold or placed at a public sale by competitive bids than if the Series 1999 Bonds are placed on a negotiated basis, and a public sale or placement by competitive bids would cause undue delay in the financing of the Project; private activity revenue bonds having the characteristics of the Series 1999 Bonds are typically and usually sold at negotiated sale or privately placed; the Borrower has indicated that it may be unwilling to proceed with the Project unless a negotiated private placement of the Series 1999 Bonds is authorized by the Issuer; and authorization of a negotiated private placement of the Series 1999 Bonds is necessary in order to serve the purposes of the Act. (10) The Borrower has, after consulting with the Placement Agent, determined that market and other conditions are now conducive to finance all of the Project with the proceeds of the Series 1999 Bonds and now desires to proceed with the Project and the financing. (11) The Borrower has been advised as to the market appropriateness of preparing for the placement proposal of the Placement Agent in light of current market levels and conditions and as to the acceptance of the Placement Agreement pursuant to a delegated private placement subject to the conditions provided herein. (12) All requirements precedent to the adoption of this Resolution, of the Constitution and other laws of the State of Florida, including the Act, have been complied with. (13) The purposes of the Act will be most effectively served by the acquisition, construction and installation of the Project by the Borrower as independent contractor and not as agent of the Issuer, as provided in the Loan Agreement. SECTION 4. FINANCING OF PROJECT AUTHORIZED. Subject in all respects to the satisfaction of the conditions set forth in Section 5(B) hereof: the financing by the Issuer of the Project in the manner provided in the Loan Agreement and the Indenture is hereby authorized. SECTION 5. DELEGATED SALE OF SERIES 1999 BONDS AUTHORIZED AND DESCRIPTION OF THE SERIES 1999 BONDS. (A) Subject in all respects to the satisfaction of the requirements set forth in Section 5(B) below prior to the issuance of the Series 1999 Bonds, the Authority hereby authorizes the issuance of two series of Bonds to be known as the "Monroe County Industrial Development Authority Industrial Development Revenue Bonds, Series 1999A (Key West Brewery, Inc. Project)" and "Monroe County Industrial Development Authority Taxable Industrial Development Revenue Bonds, Series 1999B (Key West Brewery, Inc. Project)," for the principal purpose of providing moneys for financing the Project. The Series 1999 Bonds shall be issued only in accordance with the provisions hereof and of the Indenture and all the provisions hereof and of the Indenture shall be applicable thereto. 7 (B) Subject in all respect to the full satisfaction of the conditions set forth in this Section 5(B), the Issuer hereby authorizes a delegated and negotiated private placement of the Series 1999 Bonds to the Placement Agent in accordance with the terms of the Placement Agreement to be dated the date of sale of the Series 1999 Bonds and to be substantially in the form attached hereto as Exhibit A, with such changes, amendments, modifications, omissions and additions thereto as shall be approved by the Chairman and the Secretary in accordance with the provisions of this Section 5(B), the execution thereofbeing deemed conclusive evidence of the approval of such changes and the full and complete satisfaction of the conditions set forth in this Section 5. The Placement Agreement shall not be executed by the Chairman until such time as all of the following conditions have been satisfied: (1) Receipt by the Chairman of written offers to privately place the Series 1999 Bonds by the Placement Agent substantially in the form of the Placement Agreement, said offers to provide for, among other things, (a) the issuance of not exceeding $6,000,000 aggregate principal amount of Series 1999 A Bonds and not exceeding $2,000,000 aggregate principal amount of Series 1999B, Bonds, (ii) a placement fee not in excess of$325,000, (iii) a true interest cost with respect to the Series 1999 A Bonds of not more than 8.00% per annum and a true interest cost with respect to the Series 1999B Bonds of not more than 11.50% per annum, (iv) the maturities of the Series 1999A Bonds with the final maturity no later than January 1, 2030 and the maturities of the Series 1999B Bonds with the final maturity no later than January 1, 2009. (2) Receipt by the Chairman from the Placement Agent of a disclosure statement and truth-in-bonding information complying with Section 218.385, Florida Statutes. (3) The issuance of the Series 1999 Bonds shall not exceed any debt limitation prescribed by law, and such Series 1999 Bonds, when issued, will be within the limits of all constitutional or statutory debt limitations. (4) The Series 1999 Bonds shall have such redemption terms as are set forth in the Indenture. Upon satisfaction of the conditions set forth in this Section 5(B), the Chairman is authorized to execute and deliver the Placement Agreement to the Placement Agent and the Borrower. SECTION 6. AUTHORIZATION OF EXECUTION AND DELIVERY OF THE LOAN AGREEMENT. The Loan Agreement, substantially in the form attached hereto as Exhibit B with such corrections, insertions and deletions as may be approved by the Chairman of the Issuer, such approval to be evidenced conclusively by his or her execution thereot: is hereby approved and authorized; the Issuer hereby authorizes and directs the Chairman of the Issuer to date and execute and the Secretary of the Issuer to attest, under the official seal of the Issuer, the Loan Agreement, and to deliver the Loan Agreement to the Borrower; and all of the provisions of the Loan Agreement, when executed and delivered by the Issuer as authorized herein and by the Borrower, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. 8 SECTION 7 . AUTHORIZATION OF EXECUTION AND DELIVERY OF THE INDENTURE. The Indenture, substantially in the form attached hereto as Exhibit C with such changes, corrections, insertions and deletions as may be approved by the Chairman of the Issuer, such approval to be evidenced conclusively by his execution thereof: is hereby approved and authorized; the Issuer hereby authorizes and directs the Chairman of the Issuer to date and execute and the Secretary of the Issuer to attest, under the official seal of the Issuer, the Indenture, and deliver the Indenture to the Trustee; and all of the provisions of the Indenture, when executed and delivered by the Issuer as authorized herein, and by the Trustee, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. SECTION 8. AUTHORIZATION OF EXECUTION AND DELIVERY OF ASSIGNMENT OF SERIES 1999 PROMISSORY NOTES. The assignment of the Series 1999 Promissory Notes substantially in the form set forth in Exhibit B to the Loan Agreement, with such changes, corrections, insertions and deletions as may be approved by the Chairman of the Issuer, such approval to be evidenced conclusively by his or her execution thereof: is hereby approved and authorized; the Issuer hereby authorizes and directs the Chairman of the Issuer to date and execute and the Secretary of the Issuer to attest, under the official seal of the Issuer, the assignment of the Series 1999 Promissory Notes, upon proper execution of the Series 1999 Promissory Notes by the Borrower and delivery to the Issuer, and to deliver the Series 1999 Promissory Notes to the Trustee; and all of the provisions of the Series 1999 Promissory Notes and the assignments thereof: when executed and delivered by the Borrower and by the Issuer as authorized herein, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporation verbatim herein. SECTION 9. A UTHORIZA TION OF EXECUTION AND DELIVERY OF ASSIGNMENTS OF MORTGAGE AND STOCK PLEDGE AGREEMENT. The assignment of the Mortgage and the Stock Pledge Agreement to the Trustee, substantially in the forms set forth in Exhibit D and F hereto, respectively, with such changes, corrections, insertions and deletions as may be approved by the Chairman of the Issuer, such approval to be evidenced conclusively by his or her execution thereof: is hereby approved and authorized; the Issuer hereby authorizes and directs the Chairman of the Issuer to date and execute and the Secretary of the Issuer to attest, under the official seal of the Issuer, the assignments of the Mortgage and the Stock Pledge Agreement, upon proper execution of the Mortgage and the Stock Pledge Agreement by the Borrower and the Borrower's shareholders and delivery to the Issuer, and to deliver such instruments to the Trustee; and all of the provisions of the Mortgage and the Stock Pledge Agreement and the assignments thereof: when executed and delivered by the Borrower, the Borrower's shareholders and by the Issuer as authorized herein, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporation verbatim herein. SECTION 9. APPOINTMENT OF TRUSTEE; PAYMENT OF THE SERIES 1999 BONDS. The Series 1999 Bonds shall be payable as to principal and interest in lawful money of the United States of America by SunTrust Bank, Central Florida, National Association, as Trustee, Paying Agent and Bond Registrar under the Indenture. 9 SECTION 10. APPROVAL OF PRIVATE PLACEMENT MEMORANDUM. The Issuer does hereby authorize the distribution and delivery of the Private Placement Memorandum with respect to the Series 1999 Bonds. The Private Placement Memorandum shall be in substantially the form attached hereto as Exhibit E. The Private Placement Memorandum may be "deemed final" by the Chairman as of its date within the meaning of Rule 15c2-12 under the Securities Exchange Act of 1934; provided, however, the Chairman may only deem the Private Placement Memorandum final upon the receipt of a similar certificate of the Borrower. SECTION 11. A UTHORIZA TION OF EXECUTION OF OTHER AGREEMENTS, CERTIFICATES AND OTHER INSTRUMENTS. The Chairman and the Secretary of the Issuer are hereby authorized and directed, either alone or jointly, under the official seal of the Issuer, to execute and deliver certificates of the Issuer certifying such facts as counsel to the Issuer or Bond Counsel shall require in connection with the issuance, sale and delivery of the Series 1999 Bonds, and to execute and deliver such other agreement and instruments, including but not limited to, tax certificates and agreements, deeds, assignments, bills of sale and financing statements, as shall be necessary or desirable to perform the Issuer's obligations under the Loan Agreement, the Indenture and the Series 1999 Promissory Notes, and to consummate the transactions hereby authorized. SECTION 12. NO PERSONAL LIABILITY. No representation, statement, covenant, warranty, stipulation, obligation or agreement herein contained, or contained in the Series 1999 Bonds, the Loan Agreement, the Indenture, the Series 1999 Promissory Notes, the Mortgage, the Stock Pledge Agreement or any assignment thereot: or any certificate or other instrument to be executed on behalf of the Issuer in connection with the issuance of the Series 1999 Bonds, shall be deemed to be a representation, statement, covenant, warranty, stipulation, obligation or agreement of any elected official, officer, employee or agent of the Issuer in his or her individual capacity, and none of the foregoing persons nor any elected or appointed official of the Issuer executing the Series 1999 Bonds, the Loan Agreement, the Indenture and the assignments of the Series 1999 Promissory Notes, the Mortgage and the Stock Pledge Agreement, or any certificate or other instrument to be executed in connection with the issuance of the Series 1999 Bonds shall be liable personally thereon or be subject to any personal liability of or accountability by reason of the execution or delivery thereof SECTION 13. NO THIRD PARTY BENEFICIARIES. Except as otherwise expressly provided herein or in the Series 1999 Bonds, the Loan Agreement, the Indenture, the Series 1999 Promissory Notes, the Mortgage, the Stock Pledge Agreement and any assignment thereot: nothing in this Resolution, or in the Series 1999 Bonds, the Loan Agreement, the Indenture, the Series 1999 Promissory Notes, the Mortgage, the Stock Pledge Agreement and any assignment thereot: express or implied, is intended or shall be construed to confer upon any person, firm, corporation or other organization, other than the Issuer, the Borrower, the Trustee and the owners from time to time of the Series 1999 Bonds any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision hereot: or of the Series 1999 Bonds, the Loan Agreement, the Indenture, the Series 1999 Promissory Notes, the Mortgage, the Stock Pledge Agreement and any assignment thereof all provisions hereof and thereof being intended to be and 10 being for the sole and exclusive benefit of the Issuer, the Borrower, the Trustee and the owners from time to time of the Series 1999 Bonds. SECTION 14. PREREQUISITES PERFORMED. All acts, conditions and things relating to the passage of this Resolution, to the issuance, sale and delivery of the Series 1999 Bonds, the execution and delivery of the Loan Agreement and the Indentures, the assignment and delivery of the Series 1999 Promissory Notes, the Mortgage, and the Stock Pledge Agreement required by the Constitution or other laws of the State, to happen, exist and be performed precedent to the passage hereof: and precedent to the issuance, sale and delivery of the Series 1999 Bonds, the execution and delivery of the Loan Agreement and the Indentures, the assignment and delivery of the Series 1999 Promissory Notes, the Mortgage and the Stock Pledge Agreement have either happened, exist and have been performed as so required or will have happened, will exist and will have been performed prior to such execution and delivery thereof SECTION 15. COMPLIANCE WITH CHAPTER 218, PART ill, FLORIDA STATUTES. The Issuer hereby approves and authorizes the completion, execution and filing with the Division of Bond Finance, Department of General Services of the State of Florida, at the expense of the Borrower, Bond Information Form BF 2003, and any other acts as may be necessary to comply with Chapter 218, Part III, Florida Statutes. SECTION 16. GENERAL AUTHORITY. The members of the Issuer and its officers, attorneys, engineers or other agents or employees are hereby authorized to do all acts and things required of them by this Resolution, the Series 1999 Bonds, the Loan Agreement, the Indenture, the Mortgage, the Stock Pledge Agreement and the Series 1999 Promissory Notes, and to do all acts and things which are desirable and consistent with the requirements hereof or of the Series 1999 Bonds, the Loan Agreement, the Indenture, the Mortgage, the Stock Pledge Agreement and the Series 1999 Promissory Notes, for the full, punctual and complete performance of all the terms, covenants and agreements contained herein and in the Series 1999 Bonds, the Loan Agreement, the Indenture, the Mortgage, the Stock Pledge Agreement and the Series 1999 Promissory Notes. In the event the Chairman is unavailable or unable to perform any act authorized hereunder, the Vice-Chairman is hereby authorized to perform any such act in his or her place. SECTION 17. THIS RESOLUTION CONSTITUTES A CONTRACT. The Issuer covenants and agrees that this Resolution shall constitute a contract between the Issuer and the owners from time to time of the Series 1999 Bonds then outstanding and that all covenants and agreements set forth herein and in the Series 1999 Bonds, the Loan Agreement, the Indenture, the Mortgage, the Stock Pledge Agreement and the Series 1999 Promissory Notes, to be performed by the Issuer shall be for the equal and ratable benefit and security of all owners of outstanding Series 1999 Bonds, and all subsequent owners from time to time of the Series 1999 Bonds, without privilege, priority or distinction as to lien or otherwise of any of the Series 1999 Bonds over any other of the Series 1999 Bonds. SECTION 18. SEVERABILITY OF!NV ALID PROVISIONS. Ifany one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express 11 ,. . provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions, and shall in no way affect the validity of any of the other provisions hereof or of the Series 1999 Bonds issued under the Indenture. SECTION 19. REPEALING CLAUSE. All resolutions or parts thereofin conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. SECTION 20. upon its adoption. EFFECTIVE DATE. This Resolution shall take effect immediately ADOPTED this 10th day of March, 1999. MONROE COUNTY INDUSTRIAL DEVELOPMENT AUTHOIDTY, MONROE COUNTY, FLORIDA APPROVED AS TO FORM AND LEGAL SUFFICIENCY: 12