84-YYA RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF BOYNTON BEACH, FLORIDA,
APPROVING AND AUTHORIZING THE EXECUTION
OF A MEMORANDUM OF AGREEMENT BETWEEN THE
CITY AND ACCURATE LEATHER & NOVELTY CO.,
INC., AND PROVIDING AN EFFECTIVE DATE.
NOW, THEREFORE, BE AND IT IS HEREBY RESOLVED BY THE
COUNCIL OF THE CITY OF BOYNTON BEACH, FLORIDA:
Section 1. The proposed Memorandum of Agreement
Boynton Beach, Florida and Accurate Leather &
y Co., Inc. in the form of that appended as Exhibit A
is hereby approved, and the Mayor or Vice Mayor and
City Clerk or any Deputy City Clerk of the City of Boynton
are hereby authorized, for and on behalf of the City,
execute and deliver five counterparts of such Memorandum
Agreement in substantially the form of that presented to
is meeting, with such immaterial changes, additions and
ions as the officials, executing said Memorandum of
Ireement on behalf of the City shall deem to be appropriate,
execution constituting conclusive evidence of their
~roval of such changes.
Section 2. This resolution shall take effect
immediately upon its passage.
PASSED and ADOPTED this 5th day of June, 1984.
~TTEST:
(Corporate Seal)
CITY OF BOYNTON BEACH, FLORIDA
Mayor
ice Mayor __~/
MEMORANDUM OF AGREEMENT_
This MS/4OR~NDUM OF AGREEMENT is between the City' of
Boynton Beach, Florida, a political subdivision of the
State of ~lorida: (the "City"), and Accurate Leather &
Novelty Co., Inc., ' ( the '"Company" ).
1...!~rel/minary S~atemen~. .Among the'matters of mutual
inducement w'nich have-resulSed in the e~ecution of this
Memorandum of Agreement are the following--
(a} The City is a political subdivision of
.the State of Florida and is a ~olitica~ subdivision
.... L~of__a state within, the meaning of Section 103(a)
of the IHternal Revenue Code of.1954, as amended
(the ~Co. de" ).
~J~')~ The Company proposes the acquisition of a
4.5-ac=e:~xsite located in the City of Bo~nton Beach,
Palm B~Ch County, Florida., between Thor Drive and
Inters~te 95 and the construction thereon of an
appro×imat=ly 60,008 square foot building and the
acquisition and installation therein of certain
machinery, equipment and fixtures, all to be used as
a ma~acturing and processing facility for men's
and ~omen's fine leather goods (the site, the ~uild-
lng a.--~-the machinery, equipment and fixtures herein
being called (the "Project").
{c) The Florida IndustriaI Development Financing
Act, being Part II, Chapter 159 of the Florida Statutes,
as amended (the "Act"), provides that a municipal!'ty
shall have full power and authority to issue-revenue
bonds for the purpose of providing funds to pay all
or any--part of the cost of any capital project com-
prising an industrial or manufacturing plant, or a
warehousing 'or distribution facility, including one
or more buildings and other .structures, whether o~
not on the same site or sites.
(d) The Company has determined that the Project
will cost approximately $2,200.,000..
(e) The Company. anticipates that the Pro, eot
will create approximately 125 new full _time jobs in
the City.
(f) The Company has requested the City to enter
into this Memorandum of Agreement for the purpose of
declaring the City's intention to provide financing
to pay alt' or a portion of the cost of the Project.
(g)'- The Company has represented that neither it
nor a~ny affiliate, has financed the Pro~ec~, that
· neither the acquisition, construction nor installation
(collectively, the "Acquisition") of the Project has
commenced and that it is essential that the Company
commence the Acquisition of the Pro~ect immediately.
(h) This Memorandum of Agreement is entered into
to induce the Company to proceed with the-necessary plans
for the Project and to incur costs in connection with
various phases of the Project and to assure t'he Company,
prior to the issuance of bonds of the City, that the
City will, in accordance with and subject to the
provisions of the Act and this Memorandum of Agreement,
issue its industrial development revenue bonds under
the_Act-to cover costs so incurred' by 'the Company in
connection with the Project, including Such costs
incurred by the Company prior to the issuance of such
bonds, provided such costs'qualify as the "cost" of a
"project" within the meaning of such terms under the Act.
(i) The company proposes that the-City agree to
..... issue its industrial development revenue bonds under
the Act in an aggregate principal amount not to ex'ceed
$2,2007,000 to pay all or a portion of the cost of the
Project, such bonds to be secured by the obligations of
the c~ny under 'a financing agreement to make payments
suffi~iant to pay debt service thereon, and by virtue
of 'the~provisions of Section 103(b)(6)(A) or (D) of the
Code,-.-as now existing or hereafter ~.~ended, to be
exempt _from Federal income taxation.
(j) The City has determined that the Acquisi-
tion of the Project by the Company and the financing
of all or a portion of the cost of the Project by the
City ~ss described herein will be in furtherance
e
of the purpose of the Act in that it'wiI1 induce..the
Company to locate an industrial and manufacturing faci-
lity in the City and will alleviate unemployment in
.the City and will foster the industrial and business
'development of the City.
2. Undertakings on. the part of the City. In accor-
dance with and subject to the limitations of the Act.and
the conditions hereinabove and hereinafter stated, the
City agrees as follows:
(a) That it will authorize the issuance and
sale of one or more issues of its industrial d~v%lop~
ment revenue bonds and notes in anticipation of the
issuance thereof, pursuant to the terms of the Act as
then in force, in an aggregate principal amount of
$2,200,000 (such bonds and notes being herein called
collectively the "Bonds") for the purpose of paying all
or a portion of the "Cost" (as defined in the Act) of
the
(b) That it will, at the proper time, and sub-
ject in all respectS to the prior advice, consent and
approval of the company, adopt such proceedings and
authorize the execution of such documents as may be
necessary and advisable for the authorization, sale and
issuance of the Bonds and the Acquisition of the
Project, all as shall be authorized by the Act and in
conformance with Florida law and mutually satisfactory
to-~ the City and the Company. The Bonds shall not be
deemed to constitute a debt, liability or obligation of
-the City or of t~e State of Florida or of any po!i-
tica! subdivision thereof, or a pledge of the faith and
cre~i't of ~he City or of the State of Florida or of
any ~ch-political subdivision, but. shall be payable
solely from the revenues provided therefor. The Bonds
-. issued shall, be in such aggr'egate principal amount,
shall.bear interest at such rate or rates, shall be
payable at such times and places, shall be in such
forms and ·denominations, shall be sold-Lin' such manner'
at 'Such price and at such time or-times, shall have
such _provisions fo~ redemption, shall be executed, and
shall be secured as hereafter may be requested by the
Company and fixed by the City, all on terms autho-
rized b~y' the Act and mutually satisfactory to the
city~-a~nd the ~Company.
3. ~ndertakings on the part of the Con,pantry. Subject
to the co~n~ditions hereinabove and hereinafter stated, the
Company agrees '~s follows:
(a) 'That the Company will arrange for, manage and
carry out, or cause to be arranged for, managed and
Se
carried out, the Acquisition of the Project for and on
behalf of the City, as herein provided.
(b) That the Company will cooperate with the
City in making arrangements for the sale and issu~
ante of the Bonds 'in an aggre<jate principal ~rtount of
$2,200,000 to an institutional'investor or investors,
for such investor's or investors, own portfolios, and
that to the extent that the proceeds derived from the
sale of the Bonds are. not sufficient to complete the
Project, the Company will supply all additional funds
which are necessary for the completion of the Project.
(c) That contemporaneously .with the delivery of
the Bonds, the Company will enter into a financing
agreement and such indentures, guaranties and related
agreements/~, as shall be necessary or appropriate so that
the Company will be obligated to operate, maintain and
repair the Proj'ec~ at its own expense, to'.pay for the
account of the City sums sufficient in the aggregate
to pay all of the principal of and redemption premium,
if ~ny, and..interest on the Bonds when an{~ as the same
shall become due and payable, to report annually to the
City Finance Director the annual bond indebtedness
Outs~'anding and any other information necessary to
comp!~--with Florida Statu'tes~ Section 218.32, and to
pay a!i~ other costs incurred by the City in connection
with ~h~ financing, Acquisition and operatio'n of the
Project, except as may be paid out of Bond proceeds or
otherwise, and complying in all respects with the
Act.
(d) That the Company will take such further action
and--ad_opt such proceedings as may be ~equired to imple-
ment the-ir undertakings hereunder.
4. .General Provisions.
(a) Since it is anticipated that the Acquisition.
of the Project may commence, prior to the sale of the
Bonds and since the Company knows and acknowledges that
..... the City_~-will have no funds available to meet the
costs of the Project other than those derived from
the sale of the Bonds, the Company agrees that it will
advanc~ or it will cause to be advanced, from time
to tlme=-~l funds necessary for the Acquisition of
the Pr.~j. ect, and such funds when so advanced shall be
deeme¢?~unds advanced on behalf of the City; provided,
however~ that the City shall not by virtue of such
advances or otherwise through this Memorandum of
Agreement acquire any property interest in the Project
whatsoever.. To the extent that the net proceeds
derived~ from the sale of the Bonds are sufficiant for
sUch-p~rpose, 'the City agrees to repay from suck net
proceeds to the Company all funds so advanced promptly
after~ the sale of the Bonds.
(b) The City and the Company agree that the
Company, as an independent contractor of the City, shall
provide, or cause to be provided, all services incident
to the Acquisition of the Project, including, without
limitation, the preparation of plans, 'specifications
and contract documents, the award of contracts, the
inspection and supervision of work performed, the
employment of engineers, architects, builders and other
contractors,, and the provision of money to pay the cost
thereof pending reimbursement by the City from such
bond proceeds, and the City shall have no respon-
sibility for the provision of any such services.
(c) All commitments of the City and of the
Company pursuant to this Memorandum of Agreement (except
those of/t~he Company set forth in paragraphs (d), (e),
(g), (-h) and. (i) of this Section) are subject to the
condition that on or before 18 months from the date
hereof (or such later date as shall be mutually satis-
factory to the City and the Company), the City and
the Company shall have agreed to mutually acceptabl~
terms for the Bonds and the sale and delivery thereof
and mutually acceptable terms and conditions for the
financing agreement and other agreements referred to
in Section 3(c) and the proceedings referred to in
Sections 2 and 3 hereof. If such condition is not
satisfied within such time. or any such extension
thereof, this Memorandum of Agreement shall'terminate
(d) The Company agrees that, whether or not
the Bonds shall be issued, it will pay, or cause to
be paid', all costs and expenses incurred by it, any
fees and expenses of the Company's financial advisor,
if any, any fees and expenses of the Company's coun-
sel, the reasonable fees and expenses of the Company's
financial advisor, if any, and the reasonable fees
and expenses of Bond Counsel and the City Attorney
(collectively, "Financing Costs"). The Financing Costs
.... shall be payable by the Company in addition to the
$1,000 'application fee heretofore paid by the Company
to 'the City (the "Initial Fee"), and in addition to the
Validation Fee, if any, described below.
(e) ~ The Company also agrees that, if a proceed-
ing for the validation of the Bonds is to be commenced
under Chapter 75 of the Florida Statutes, as amended,
it will pay to the City, prior to the filing of the
City's Complaint for Validation of the Bonds, an
additional fee for legal services of the City to be
rendered in connection with the validation of the
Bonds by the Circuit Court for Palm Beach County
(the ~Ualidation Fee").
(f) The Company further agrees that if the Bonds
are to be' issued, then on the da~e 'of, but prior to,
the issuance of the Bonds, it will pay to the City
a f~e (not to exceed $20,000) in an amount equal to
one-half of one percent (1/2 of 1%) of the aggregate
principal amount of the Bonds issued and, if the
closing for the Bonds is held otherwise 'than in the
City of Boyn-ton Beach, Florida, it will pay to the
City an amount equal to the reasonably incurred out-
of-pocket travel and other expenses of the City
representatives in attending the closing. The amounts
payable by the Company under this paragraph (f) shall
be in addition to the amounts payable by the Company
described in paragraphs (d) and (e) above.
(g.) So long as this Memorandum of Agreement is in
effec~,t~all risk of loss to the Project will be borne-
by thee~- ~ompany.
· ~) The Company hereby releases the City frOm,
agre'es~ that the City shall not be liable for, and
agrees to r~lease, indemnify and hold harmless the
City from, any liabilities, obligations, claims,
damages, litigation, costs and expenses (including,
without limitation, attorneys' fees and expenses)
10.
imposed on, incurred by or asserted against.the City
for any cause whatsoever pertaining to the .financing
of the Project, the Bonds or this Memorandum of Agree-
ment or any transaction contemplated by this Memoran-
dum of Agreement.
(i) As a matter of general assurance by the Company
to the City, the Company hereby covenants and-agrees
that it. will indemnify the City for all reasonable ex-
penses, costs and obligations incurred by the City under
the provisions of this Memorandum of Agreement to the
end th_at the City will not suffer any out-of-pocket:
losses as a-result of the carrying out of-any of its
.undertakings herein contained. It is furthermore
expressly agreed that any pecuniary liability or obli-
gation of the City hereunder shall be limited solely
to the' revenues derived by the City from the-sale,
operation or leasing of the Project, and nothing con-
rained ~n' this Memorandum of Agreement shall ever be
construed to constitute a personal or pecuniary liabil-
ity or charge against any commissioner, officer or
employee of .the City, and in the event of a breach of
any undertaking on the part of the City contained in
this Memorandum of Agreement, no personal or pecuniary
liability or charge payable directly or' indirectly from
the ?eneral funds of the City shall arise therefrom.
11.
(j) The City shall be discharged of its obliga-
tions under Section 2 of this Memorandum o~ ~%greement
if the Company shall not. provide at the closing for the
Bonds assurances satisfactory to the City that no mate-
rial adverse change has occurred in the representations
of the Company herein or in the financial condition of
the Company as presented to the. City as of the date
hereof~
(k) Except as otherwise provided in paragraph (1)
of this Section, the provisions of paragraphs (d), (e),
(g), (1%) and (i) of this Section shall survive any
termination of this Agreement.
- _ (I) In any event, the provisions of this Memo-
randum of Agreement shall be superseded by the agree-
ments entered into by the~City and the Company as may
be appropriate, in-accordance with Section 3(c) of this
Agreement~ and shall, upon the execution and delivery of
such agreements, terminate and be of no effect.
5. Ef-~ective Date. This Memorandum of Agreement shall
take effect upon its execution and delivery.
12.
IN WITNESS WHEREOF, the parties hereto have .entered
into this Memorandum of Agreement by-their officers .thereunto
' ' ~d
duly authorized as of. t~e __ ay of 'June, 1984.
(Seal)
At,est:
By:. ~. C~y Clerk
(Seal)
THE CITY OF BOYtqTON BEACH
Vice Mayo
ACCURATE LEATHER AlgD NOVELTY CO., INC.
Attest:
'By:
Title:
By:
Title:
13.