Inducement Resolution 002-2001
RESOLUTION NO. 002-2001
INDUCEMENT RESOLUTION REGARDING THE
OFFICIAL ACTION OF THE MONROE COUNTY
INDUSTRIAL DEVELOPMENT AUTHORITY, MONROE
COUNTY, FLORIDA, RELATIVE TO THE PROPOSED
ISSUANCE OF PRIV ATE ACTIVITY REVENUE BONDS
FOR THE PURPOSE OF ACQUIRING, CONSTRUCTING,
EQUIPPING, EXPANDING AND IMPROVING WATER
SUPPLY, TREATMENT AND TRANSMISSION FACILITIES
FOR NORTH KEY LARGO UTILITY CORP.;
AUTHORIZING THE EXECUTION AND DELIVERY OF A
MEMORANDUM OF AGREEMENT BETWEEN THE
MONROE COUNTY INDUSTRIAL DEVELOPMENT
AUTHORITY AND NORTH KEY LARGO UTILITY CORP.;
PROVIDING FOR THE PRELIMINARY APPROVAL BY
THE AUTHORITY FOR THE ISSUANCE OF NOT
EXCEEDING $7,900,000 OF SUCH BONDS FOR THE
PURPOSE OF FINANCING THE ACQUISITION,
CONSTRUCTION, EQUIPPING, EXPANSION AND
IMPROVEMENT OF SUCH WATER FACILITIES;
PROVIDING FOR CERTAIN RELATED MATTERS IN
CONNECTION THEREWITH AND FOR AN EFFECTIVE
DATE.
WHEREAS, North Key Largo Utilities Corp., a Florida not-for-profit corporation
(the "Corporation"), has heretofore applied to the Monroe County Industrial Development
Authority (the "Authority"), to issue its exempt purpose private activity tax-exempt revenue
bonds in a principal amount not to exceed $7,900,000 (the "Bonds") for the purpose of
financing the cost of acquiring, constructing, equipping, expanding and improving water
disbursal facilities consisting of water supply treatment and transmission systems, (the
"Project"), for the North Key Largo area. The Project includes the following: (1) acquisition
of two reverse osmosis water supply, treatment and transmission systems presently servicing
three golf courses on North Key Largo, (2) construction of additional water supply capacity,
upgrade of the existing membrane treatment system and construction of a distribution system
to serve commercial and residential customers, (3) payment of qualifying costs relating to the
issuance of the Bonds. The Project is in Monroe County in and about the area of North Key
Largo, as more particularly described in the notice of public hearing attached hereto as
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Exhibit B. The Project is generally located at Service Village Lane, Ocean Reef Club
Complex, North Key Largo, Florida. The mailing address of the Corporation is 24 Dockside
Lane, Suite 512, Key Largo, Florida 33037; and
WHEREAS, the Corporation has requested that the Authority loan the proceeds of
the Bonds to said Corporation pursuant to Chapter 159, Parts II, III and VI, Florida Statutes,
or such other provision or provisions of Florida law as the Authority may determine
advisable (the "Act") in order to accomplish the foregoing; and
WHEREAS, the bond resolution granting the final authority for the issuance of the
Bonds has not yet been adopted by the Authority; and
WHEREAS, the issuance of the Bonds under the Act in one or more issues or series
not exceeding an aggregate principal amount of$7,900,000 and the loaning of the proceeds
thereof to finance the costs of the Project under a loan agreement or other financing
agreement which will provide that payments thereunder be at least sufficient to pay the
principal of and interest and redemption premium, if any, on such Bonds and such other costs
in connection therewith as may be incurred by the Authority, will assist the Corporation and
promote the public purposes provided in the Act; and
WHEREAS, the Corporation has submitted the Memorandum of Agreement (the
"Memorandum of Agreement") relating to the issuance of the Bonds, attached hereto as
Exhibit A; and
WHEREAS, it is intended that this Resolution shall constitute official action toward
the issuance of the Bonds within the meaning of the applicable United States Treasury
Regulations and, specifically, to satisfy the requirements of Treasury Regulations Section
1.150-2 and to be a declaration of official intent under such Section; and
WHEREAS, in order to satisfy certain of the requirements of Section 147(f) of the
Internal Revenue Code of 1986, as amended, the Authority held a public hearing on the
proposed issuance of the Bonds for the purposes herein stated on the date hereof, which date
is more than 14 days following the first publication of notice of such public hearing in
newspapers of general circulation in Monroe County, Florida (a true and accurate copy of the
proof of publication of such notice is attached hereto as Exhibit B), 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 both the issuance of such Bonds and the
location and nature of the portion of the Project to be financed with the proceeds therefrom.
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IT IS, THEREFORE, DETERMINED AND RESOLVED BY THE MONROE
COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, THAT:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution,
hereinafter called "Resolution" is adopted pursuant to the provisions of the Act and other
applicable provisions of law.
SECTION 2. PRELIMINARY STATEMENT. This Resolution is
entered into to permit the Corporation to proceed with commitments for the Project and to
incur costs in connection with variou s phases of the Project and to provide an expression of
intention by the Authority, prior to the issuance of the Bonds, to issue and sell the Bonds and
make the proceeds thereof available to finance all or part of the costs of the Project, to the
extent of such proceeds, all in accordance with and subject to the provisions of the
Constitution and other laws of the State of Florida, including the Internal Revenue Code of
1986, as amended and this Resolution, but subject in all respects to the terms of the
Memorandum of Agreement hereinafter referred to.
SECTION 3. APPROVAL OF THE PROJECT. The acquisition,
construction, equipping, expansion and improvement of the Project as described in the notice
of public hearing attached hereto as Exhibit B and the financing thereof by the Authority
through the issuance of the Bonds, pursuant to the Act, will promote the economic
development and health and welfare of the citizens of Monroe County, will 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 and is hereby affirmed and
approved.
SECTION 4. EXECUTION AND DELIVERY OF MEMORANDUM OF
AGREEMENT. The Chairman or the Vice-Chairman and the Secretary are hereby
authorized and directed to execute, for and on behalf of the Authority, the Memorandum of
Agreement attached hereto as Exhibit A between the Authority and the Corporation
providing understandings relative to the proposed issuance of the Bonds by the Authority to
finance the Project in an aggregate principal amount not to exceed the lesser of (a)
$7,900,000, or (b) the cost of the Project, as determined by the Authority and the
Corporation.
SECTIONS. AUTHORIZATION OF THE BONDS. There is hereby
authorized to be issued and the Authority hereby determines to issue the Bonds, if so
requested by the Corporation and subject to the conditions set forth in the Memorandum of
Agreement attached hereto, in one or more issues or series of such tax-exempt revenue bonds
in an aggregate principal amount not to exceed $7,900,000 for the principal purpose of
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financing the costs of the Project as described in the Memorandum of Agreement. The rate
of interest payable on the Bonds shall not exceed the maximum rate permitted by law.
SECTION 6. RECOMMENDATION FOR APPROVAL TO BOARD OF
COUNTY COMMISSIONERS. The Authority hereby recommends the issuance of the
Bonds and the financing of the Project for approval to the Board of County Commissioners
of Monroe County (the "Board"). The Authority hereby directs the Chairman, Vice-
Chairman or Secretary, either alone or jointly, at the expense of the Corporation, to cooperate
in seeking approval for the issuance of the Bonds and the financing of the Project by the
Board as the applicable elected representatives of Monroe County under and pursuant to the
Act and Section 147 (f) of the Internal Revenue Code of 1986, as amended.
SECTION 7. APPOINTMENT OF BOND COUNSEL. The firm of Nabors,
Giblin & Nickerson, P.A., Tampa, Florida, is hereby appointed by the Authority to act as
bond counsel to the Authority and the County in connection with the issuance by the
Authority of the Bonds.
SECTION 8. GENERAL AUTHORIZA TION. The Chairman, the
Vice-Chairman and the Secretary are hereby further authorized to proceed with the
undertakings provided for herein and in the Memorandum of Agreement on the part of the
Authority and are further authorized to take such steps and actions as may be required or
necessary in order to cause the Authority to issue the Bonds subject in all respects to the
terms and conditions set forth herein and in the Memorandum of Agreement.
SECTION 9. LIMITED OBLIGATIONS. The Bonds and the interest
thereon shall not constitute an indebtedness or pledge of the general credit or taxing power
of Monroe County, the state of Florida or any political subdivision or agency thereofbut shall
be payable solely from the revenues pledged therefor pursuant to a loan agreement or other
financing agreement entered into by and between the Authority and the Corporation prior to
or contemporaneously with the issuance of the Bonds.
SECTION 10. LIMITED APPROVAL. The approval given herein shall not
be construed as an approval of any necessary rezoning applications nor for any other
regulatory permits relating to the Project and the Authority shall not be construed by reason
of its adoption of this resolution to have waived any right of the County or estopping the
County from asserting any rights or responsibilities it may have in that regard. Further, the
approval by the Board of the issuance of the Bonds by the Authority shall not be construed
to obligate the County to incur any liability, pecuniary or otherwise, in connection with either
the issuance of the Bonds or the acquisition, construction, equipping, expanding and
improvement of the Project, and the Authority shall so provide in the financing documents
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setting forth the details of the Bonds. Finally, the County shall not be construed by reason
of its adoption of this resolution to (a) attest to the Corporation's ability to repay the
indebtedness represented by the Bonds or (b) a recommendation to prospective purchasers
of the Bonds to purchase the same.
SECTION 11. BOND ALLOCATION. Upon approval by the Board of the
issuance of the Bonds and the financing of the Project in accordance with Section 3 hereof,
the Chairman, Vice-Chairman or Secretary are hereby authorized to execute all necessary
documents for obtaining and preserving an allocation from the State bond pool for the
issuance of the Bonds pursuant to Part VI, Chapter 159, Florida Statutes.
SECTION 12.
immediately.
EFFECTIVE DATE. This Resolution shall take effect
ADOPTED this 19th day of September, 2001.
(SEAL)
MONROE COUNTY INDUSTRIAL
DEVELOPMENT AUT RITY
By:
Chairman
ATTEST:
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