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HomeMy WebLinkAbout06-373 RESOLUTION NO, 06-373 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, APPROVING, PURSUANT TO THE REQUIREMENTS OF SECTION 147(f) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE ISSUANCE OF NOT EXCEEDING $250,000,000 INDUSTRIAL DEVELOPMENT REVENUE BONDS (GEOPLASMA - ST LUCIE LLC PROJECT), PURSUANT TO A PLAN OF FINANCING; AUTHORIZING THE CHAIRMAN AND CLERK OF THE BOARD TO EXECUTE AND DELIVER A MEMORANDUM OF AGREEMENT EXPRESSING ITS INTENT TO LOAN FUNDS TO GEOPLASMA - ST. LUCIE LLC, A DELAWARE LIMITED LIABILITY COMPANY, FOR THE PURPOSE OF FINANCING THE COST OF THE ACQUISITION, CONSTRUCTION, EQUIPPING AND INSTALLATION OF A SOLID WASTE DISPOSAL FACILITY WITHIN THE COUNTY AT WHICH NEW AND EXISTING WASTE MATERIAL IN THE COUNTY'S EXISTING LANDFILL WILL BE STORED AND PROCESSED TO MANUFACTURE SYNTHETIC GAS, WHICH WILL BE USED TO GENERATE ELECTRICITY, TO BE OWNED AND OPERATED BY GEOPLASMA - ST. LUCIE LLC; APPROVING, SUBJECT TO CERTAIN FURTHER FINDINGS, THE ISSUANCE OF NOT EXCEEDING $250,000,000 TAX-EXEMPT INDUSTRIAL DEVELOPMENT REVENUE BONDS (GEOPLASMA - ST. LUCIE LLC PROJECT), AND THE ISSUANCE OF NOT EXCEEDING $75,000,000 TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BONDS (GEOPLASMA - ST. LUCIE LLC PROJECT), THE PROCEEDS OF WHICH WILL BE LOANED TO GEOPLASMA - ST. LUCIE LLC, TO FINANCE ALL OR A PORTION OF THE COST OF SUCH PROJECT; PROVIDING CERTAIN OTHER DETAILS WITH RESPECT THERETO; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED, BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, as follows: Section 1, Authority. This Resolution is adopted pursuant to the provisions of Chapter 159, Part II, Florida Statutes, and other applicable provisions of law. Section 2. Definitions. (500011 0/00085576.DOCv4) "Act" means Chapter 159, Part II, Florida Statutes, and other applicable provisions of law. "Board" means the Board of County Commissioners, as the governing body of the County. "Bonds" or "Bond" means the Tax-Exempt Bonds and the Taxable Bonds, respectively, to be authorized by subsequent resolution of the Board pursuant to the Act, and in accordance with the terms, conditions and limitations contained in such resolution. "Borrower" means Geoplasma - St. Lucie LLC, a Delaware corporation duly organized and validly existing under the laws of the State of Delaware and duly qualified to do business in the State of Florida. "Clerk" means the Clerk of the Circuit Court of St. Lucie County, ex officio Clerk of the Board or any Deputy Clerk. "Code" means the Internal Revenue Code of 1986, as amended, and the regulations promulgated or applicable thereunder. "County" means St. Lucie County, Florida, the issuer of the Bonds. "Chairman" means the Chairman or Vice Chairman of the Board. "Memorandum of Agreement" means that certain Memorandum of Agreement, dated the date hereof, between the Borrower and the County, in substantially the form attached hereto as Exhibit B, with such changes as the officers signing such Memorandum of Agreement may approve. "Project" means the acquisition, construction, equipping and installation of a solid waste disposal facility to be located at 6120 Glades Cutoff Road, Fort Pierce, Florida 34981, and will consist of approximately three sets of buildings located on approximately 12 acres of land, at which new waste material and existing waste material located in the County's existing landfill will be stored, processed with a plasma arc gasification system to manufacture synthetic gas which will be used to generate approximately 160 megawatts of electricity. "State" means the State of Florida. "Taxable Bonds" mean the proposed Taxable Industrial Development Revenue Bonds (Geoplasma - St. Lucie LLC Project), to be issued from time to time in installments or at one time in an aggregate principal amount not exceeding $75,000,000. "Tax-Exempt Bonds" mean the proposed Tax-Exempt Industrial Development Revenue Bonds (Geoplasma - St. Lucie LLC Project), to be issued from time to time in installments or at one time in an aggregate principal amount not exceeding $250,000,000. 2 {5000/1 0/00085576DOCv4} Section 3. Proposal. The Borrower has requested that the County issue the Bonds at one time or from time to time under the Act, for the purpose of making a loan to the Borrower to finance all or part of the cost of the Project, the amount of which the Borrower has represented will be sufficient, along with funds contributed by the Borrower, to pay all of the cost of the Project, such Bonds to be secured under the terms of a loan agreement between the County and the Borrower requiring repayments in an amount sufficient to pay the principal of and interest on such Bonds as the same become due and payable. Section 4. Findings. The Board hereby finds, determines and declares as follows: A. Pursuant to the Act, the Board has been requested by the Borrower to approve, for purposes set forth herein, the issuance of the Bonds, in one or more series pursuant to a plan of financing in an aggregate principal amount of not to exceed $325,000,000, the proceeds of which will be loaned to the Borrower to enable the Borrower to finance or refinance all or a part of the Project. B. The approval requested by the Borrower is to comply with the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended, which section requires the approval by the Board of the issuance of the Tax-Exempt Bonds after a public hearing on the matter has been held. C. The Board on the date hereof has held a public hearing pursuant to notice duly published pursuant to the public approval requirements of Section 147(f) of the Code. A copy of the proof of publication of the notice is attached hereto as Exhibit A. D. The Board is authorized and empowered by the Act to enter into transactions such as those contemplated by the Borrower, and to fully perform the obligations of the County to be undertaken in connection with the financing of the Project in order to promote the economy of the County and the State of Florida, increase opportunities for gainful employment and purchasing power, and improve living conditions, and otherwise contribute to the prosperity and health and welfare of the County, the State and the inhabitants thereof. E. The Project is a "project" within the meaning of the Act, is appropriate to the needs and circumstances of and shall make a significant contribution to the economic growth of the County, shall provide or preserve gainful employment and shall serve a public purpose by advancing the economic prosperity and the general welfare of the County and the State and the inhabitants thereof. F. The Borrower has requested the County to issue the Taxable Bonds and the Tax- Exempt Bonds from time to time in an aggregate principal amount not to exceed $325,000,000 to finance the Project. The Bonds shall be paid solely from the repayment of a loan of the bond proceeds from the County to the Borrower. 3 (5000/1 0/00085576.00cv4) G. The availability of financing by means of industrial development revenue bonds is an important inducement to the Borrower to proceed with the acquisition, construction and installation of the Project. H. The Project and the issuance of the Bonds to finance the cost thereof will have a substantial public benefit, and the Board deems it in the best interest of the County and its citizens to approve the issuance of the Bonds. Section 5. Public Hearing Held. The Board, on this date, has held a duly called and convened public hearing pursuant to the provisions and upon the terms and conditions set forth in Section 147(f) of the Code. Anyone who wanted to speak for or against the financing of the Project, and the issuance of the Tax-Exempt Bonds was given an opportunity to do so. Notwithstanding any other provision hereof, the issuance of the Tax-Exempt Bonds pursuant to a plan of financing is hereby approved for purposes of Section 147(f) of the Code in a principal amount of not to exceed $250,000,000 Section 6. Detennination. If, upon further investigation of the Borrower and its proposal, the Board is able to find that: A. the County, the Board or any member or officer thereof is not obligated to pay the Bonds except from the proceeds derived from the repayment of a loan to the Borrower and that neither the faith and credit nor the taxing power of the County or of the State or any political subdivision thereof is pledged to the payment of the principal of or the interest, or premium, if any, on the Bonds; B. the Board, the Borrower and the proposed purchaser of the Bonds have executed or will concurrently with the issuance of the Bonds execute the documentation required for the financing of the Project as contemplated hereby; C. adequate provision has been or will be made in the documents for the operation, repair and maintenance of the Project at the expense of the Borrower and for the payment of the principal of, premium, if any, and interest on the Bonds and reserves, if any, therefor; D. based on the criteria established by the Act, the Borrower is financially responsible and fully capable of and willing to fulfill all of its obligations under the terms and provisions of the loan agreement to be negotiated between the parties, under which the Borrower will be obligated, among other things, to pay amounts sufficient to timely discharge the debt service on the Bonds, and to operate, repair and maintain the Project at the Borrower's expense; 4 (500011 0100085576.DOCv4) E. the interest on the Tax-Exempt Bonds, in the principal amount not to exceed $250,000,000 herein approved pursuant to section 147(f) of the Code, will be excluded from gross income for federal income tax purposes under existing laws of the United States; and F. the proposal will otherwise comply with all of the provisions of the Act; then the Board may issue Bonds to finance the acquisition and construction of the Project in accordance with the provisions and authority of the Act, this Resolution and the Memorandum of Agreement. The principal amount, terms of maturity, interest rate and other details of the Bonds will be determined by subsequent Board resolution. Section 7. Financing Conditionally Approved. The financing of the Project through the issuance of the Bonds is hereby deemed to be in the best interests of the County and its citizens, and is hereby approved, subject to satisfaction of the conditions described in Section 6 above. Section 8. Authorization to Execute. The Chairman or Vice Chairman, Clerk of the Board, the County Administrator and the County Attorney or their designee, are authorized in the name and on behalf of the County pursuant to this Resolution, to execute and deliver the Memorandum of Agreement. The officers executing such Memorandum of Agreement are further authorized to do all acts which may be required or may be advisable with respect thereto. The Chairman or Vice Chairman, the and Clerk of the Board, the County Administrator and the County Attorney or their designee, are further authorized to take such further action and execute such further instruments as may be necessary to fully effectuate the purpose and intention of the Memorandum of Agreement and this Resolution, including, but not limited to, making application to the State of Florida for one or more private activity bond allocations as may be necessary to provide for issuance of the Tax-Exempt Bonds.. Section 9. Priority, Nothing herein shall be deemed to restrict the County or the State of Florida or any agency or political subdivision thereof in determining the order or priority of the issuance of bonds by the County, to require the Board to give the Bonds priority as to issuance or as to the time of issuance over any other bonds previously or subsequently approved by the Board for issuance. Any such prioritization by the Board could result in the inability of the County to issue the Bonds. Section 10. Official Action and Reimbursement. This Resolution constitutes official intent under Treasury Regulations Section 1.150-2 and any amendments thereto, for reimbursement from bond proceeds of temporary advances made by the Borrower for purposes of the Project prior to the issuance of the Bonds. [Remainder of Page Intentionally Blank] 5 {5000/l 0100085576DOCv4} 6 {5000/1 OI00085576.DOCv4} Section 11. Effective Date. This Resolution shall take effect immediately upon its adoption. Passed and Adopted this 28th day of November 2006. (SEAL) B A TIEST: Cle of the Circuit Court, ex-officio Clerk of the Board of County Commissioners APPROVED AS TO FORM AND CORRECTNESS: By: ¡J 7 {500011 0/00085576DOCv4} {5000/1 0/00085576.DOCv4} EXHIBIT A PROOF OF PUBLICATION OF NOTICE ~A~ !Ii SCRIPPS HOWARD SCRIPPS TREASURE COAST NEWSPAPERS Fort Pierce Tribune 600 Edwards Road, Fort Pierce, FL 34982 AFFIDAVIT OF PUBLICATION STATE OF FLORIDA COUNTY OF ST. LUCIE Before the undersigned authority personally appeared, S. Darlene 8roeg, who on oath says that she is Classified Inside Sales Manager of the Fort Pierce Tribune, a daily newspaper published at Fort Pierce in 51. Lucie County, Florida: that the attached copy of advertisement was publshed in the Fort Pierce Tribune in the following issues below. Affiant further says that the said Fort Pierce Tribune is a newspaper published in Fort Pierce, in said St. Lucie County, Florida, and that said newspaper has heretofore been continuously published In said 51. Lucie County, Florida, daily and distributed in 51. Lucie County, Florida, for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that she has neither paid or promised any person, firm or corporation any discount, rebate, commission or refund for the purpose of securing this advertisement for publication in the said newspaper. The Fort Pierce Tribune has been entered as Periodical Matter at the Post Offices in Fort Pierce, Sf. Lucie County, Florida and has been for a period of one year next preceding the first publication of the attached copy of advertisement Customer BRYANT MILLER & OLIVE, P.A Ad Number Pub Date Copvline 1509931 11/13/2006 NOTICE OF PUBLIC HEARING Subscribed and sworn to me before this date: November 13, 2006 £~"I(dt~.~~ ¡' ~ --- !/ ----- j¡JC\-< -- /, ~ Notary Public I "'"'''''' MARY T BYRNE ~~'\,J",Y p!!tf", . t¡¡œ~\ Notary Public -- Slate of Florida ¡, 'iMy CommIssion Expires Aug 2, 2010 ,,¿¡~ ~ Commission. DO 544327 · "··,9(11':;' " Bonded By National Notary Assn. po# GEOPLASMNNOV NOTICE OF PUBLIC HEARING REGARDING NOT TO EXCEED $250.000,000 ST. LUCIE COUNTY, FLORIDA INDUSTRIAL DEVELOPMENT REVENUE BONDS (GEOPLASMA - ST. LUCIE LLC PROJECT) NOTICE is hereby given that a public hearing pur- suant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), will be held by the Board of County Commissioners of St. Lucie County, Florida (the "Commission"), on behalf of the Commission, on Tuesday, Novem- ber 28, 2006, beginning at 9:00 a,m., local time, or as soon thereafter as the matter may be heard, in the County Commission Chambers in the Roger Poitras Administration Annex. 2300 Virginia Ave- nue, Fort Pierce, Florida, The Public Hearing is for the purpose of providing a reasonable oppor- tunity for interested individuals to express their views, both orally and in writing, on the proposed issuance of the Bonds and on the location and nature of the facility to be financed and for the purpose of considering the following: A plan of finance consisting of the proposed issu- ance by the Commission of its tax-exempt Indus- trial Development Revenue Bonds (Geoplasma - St. Lucie LLC Project), Series [to be determined], in an aggregate principal amount not to exceed $250,000,000 (the "ObligatIOns"), issued for the purpose of financing or refinancing all or a part of the cost of the acquisition, construction, equip- ping and installation of a solid waste disposal fa- cility to be located at 6120 Glades Cutoff Road, Fort Pierce, FL 34981 (the "Project"). The Project will consist of approximately three ~ets of build- ings located on approximalely 12 ( cre~ of ¡and, ¡,t which new waste material and existing waste ma- terial located in the County's existing landfill will be stored, processed with a plasma arc gasifica- tion system to generate synthetic gas, and then the synthetic gas will be used to generate ap- proximately 160 mega watts of electricity. Said Project will be owned and operated by Geoplas- ma - St. Lucie LLC, a Delaware limited liability company qualified to conduct business in Florida. whose current principal address is c/o CT Cor- poration System, 1200 South Pine Island Road, Plantation, FL 33324, and whose principal address will be the location of the Project set forth above upon its completion (the "User"). THE BONDS SHALL NEVER CONSTITUTE AN IN- DEBTEDNESS OR GENERAL OBLIGATION OF THE STATE OF FLORIDA, S1. LUCIE COUNTY, OR ANY OTHER POLITICAL SUBDIVISION OR AGEN- CY OF THE STATE OF FLORIDA, BUT SHALL BE PAYABLE SOLELY FROM FUNDS PAID BY GEO- PLASMA - S1. LUCIE LLC. The public hearing is required by Section 147m of the Code. Any person interested in the plan of fi- nance, in the proposed issuance of the Obliga- tions. or the location or nature of the Project may appear and be heard. Subsequent to the public hearing, the Commission will consider whether to approve the Obligations, as required by Section 147(f) ofthe Code. The public hearing will be conducted in a manner that provides a reasonable opportunity to be heard for per.sons with differing views on the plan of finance, the location or nature of the Proj- ect, or the issuance of the Obligations Any per- son desiring to be heard on this matter is request- ed to attend the public hearing or send a repre- sentative. Written comments may be submitted to the Commission at the County at 2300 Virginia Avenue, Fort Pierce, Florida 34982, Attention: County Attorney. Further information relating to this matter is avail- able for inspection and copying during regular business hours at the office of the County Attor- ney at 2300 Virginia Avenue, Fort Pierce, Florida 34982, Comments made at the hearing are for the consid- eration of the Commission. and will not bind any legal action to be taken by the Commission in connection with its consideration and approval of the financing and the issuance ofthe Obligations. IF A PERSON DECIDES TO APPEAL ANY DECI- SION WITH RESPECT TO ANY SUCH MATTER CONSIDERED AT SUCH HEARING, SUCH PER- SON WILL NEED A RECORD OF THE PROCEED- INGS, AND FOR SUCH PURPOSE, SUCH PERSON MAY NEED TO ENSURE THAT A VERBATIM RE- CORD OF THE PROCEEDINGS IS MADE, WHICH RECORD INCLUDES THE TESTIMONY AND EVI- DENCE UPON WHICH THE APPEAL IS TO BE BASED. Any person requiring reasonable accommodation at this meeting because of a disability or physical impairment should contact the SI. Lucie County Community Services Manager at 1772) 462-1777 or TOO (772) 462-1428 at least 48 hours prior to the meeting. BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA THIS NOTICE IS DATED THIS 10th DAY OF NOVEMBER,2006. Submitted by: Douglas M. Anderson, County Administrator Publish: November 13, 2006 1509931 (5000/10/00085576.DOCv4 ) EXHIBIT B FORM OF MEMORANDUM OF AGREEMENT MEMORANDUM OF AGREEMENT MEMORANDUM OF AGREEMENT between ST. LUCIE COUNTY, FLORIDA, a political subdivision of the State of Florida (the "Issuer"), and GEOPLASMA - ST. LUCIE LLC, a Delaware limited liability company, authorized to do business in the State of Florida (the "Borrower"). I. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Memorandum of Agreement are the following: (a) The Issuer is a political subdivision of the State of Florida, and thereby is a local agency as defined in the Florida Industrial Development Financing Act, Chapter 159, Part II, Florida Statutes, as amended (Chapter 159, Parts II, Florida Statutes, as amended, being hereinafter referred to collectively as the" Act"). As such, the Issuer is duly authorized and empowered by the Act to provide for the issuance of and to issue and sell its industrial development revenue bonds for the purpose of financing all or any part of the "cost" of any "project," including any project for a "solid waste facility" (as such terms are defined or used in the Act). (b) The Borrower proposes that the Issuer finance or refinance all or any part of the cost of a project consisting of the acquisition, construction, equipping and installation of a solid waste disposal facility (the "Facility") to be located at 6120 Glades Cutoff Road, Fort Pierce, Florida 34981, which will consist of approximately three sets of buildings located on approximately 12 acres of land, at which new waste material and existing waste material located in the County's existing landfill will be stored, processed with a plasma arc gasification system to generate synthetic gas, which will be used to generate approximately 160 megawatts of electricity, and will include fixtures, furniture and equipment relating thereto (collectively, the "Project"). The Project will be owned and operated by the Borrower. (c) Borrower Representations and Intent of Memorandum The Borrower represents that the portion of the capital cost of the Project to be financed with the Bonds, including the cost of issuance of the Bonds (as hereinafter defined), is not expected to exceed $325,000,000. 2. The Borrower represents that the Project is a "project" within the meaning and contemplation of the Act. (a) The Borrower represents that neither it nor any "related person" (as such term is used in Section 144(a)(3) of the Internal Revenue Code of 1986, as amended (the "Code")), directly or indirectly, commenced or entered into any binding contracts for the acquisition or construction of the Project or for the purchase of machinery or equipment for the Project more than sixty days prior to the date hereof (unless otherwise permitted by applicable Treasury Regulations), and that it is essential that it make commitments for such purposes prior to issuance of the Bonds. {5000!10!00087149.DOCv3}JACK_522259.4 (b) The Borrower has requested that the Issuer express its intention to issue its industrial development revenue bonds for the Project in an aggregate principal amount of not to exceed $325,000,000, (the "Bonds") of which not to exceed $250,000,000 may be issued as bonds the interest on which will be excluded from gross income of the holders thereof for federal income tax purposes (the "Tax Exempt Bonds"), and that the Issuer approve the Bonds and file for an allocation for the Bonds in the amount of up to $250,000,000 for calendar year 2006 if available, and otherwise for calendar year 2007 through 2009 (inclusive of any carryforward allocation available during such period), for the purpose of financing all or part of the "cost" (as defined in the Act) of the Project under a loan agreement between the Issuer and the Borrower, whereby the Borrower will be unconditionally obligated to operate, repair and maintain the Project, to make payments sufficient to pay the debt service on the Bonds and to pay all other costs incurred by the Issuer in connection with the financing, the acquisition, construction and installation, and the administration of the Project which are not paid out of the Bond proceeds or otherwise; the Bonds are to be secured by such obligations of the Borrower; and the interest on the Tax-Exempt Bonds to be exempt from federal income taxation under the laws of the United States of America. (c) This Memorandum of Agreement is entered into to permit the Borrower to proceed with commitments for the Project and to incur or pay costs in connection with various phases of the Project (including the costs of the acquisition, construction and installation of the Project and related expenses) and to provide a declaration of intent by the Issuer, 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, including reimbursement of original expenditures for the Project paid prior to the issuance of the Bonds, 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 Act, the Florida Private Activity Bond Allocation Act, Chapter 159, Part VI, Florida Statutes, as amended (the "Bond Allocation Act"), the Code and Treasury Regulations Section 1.150-2 under the Code, and this Memorandum of Agreement. 3. Intentions on the Part of the Issuer. Pursuant to and in accordance with and subject to the limitations of the Constitution and other laws of the State of Florida, including the Act, the Code and Treasury Regulations Section 1.150-2 under the Code, and the Bond Allocation Act, and upon the conditions stated in this Memorandum of Agreement, the Issuer declares its intent as follows: (a) It will authorize the issuance and sale of one or more series of the Bonds, pursuant to the terms of the Act as then in force, for the purpose of financing all or a portion of the cost of the Project, including reimbursement of original expenditures for the Project paid prior to the issuance of the Bonds but no earlier than 60 days prior to the date hereof (unless otherwise permitted by applicable Treasury Regulations). (b) It will, at the proper time and subject in all respects to the prior advice, consent and approval of the Borrower, adopt such proceedings and authorize the execution of such documents as may be necessary and advisable for the authorization, sale and issuance of {5000/1 0/00087149. DOCv3} -2- the Bonds, the acquisition, construction and installation of the Project and the financing of the Project, all as shall be provided for or permitted by the Code and the Bond Allocation Act, authorized by the Act and mutually satisfactory to the Issuer and the Borrower. The Bonds are to be issued under a trust indenture between the Issuer and a trust company, bank or other qualified trustee having trust powers (which shall be qualified to serve as trustee under such indenture, under all applicable laws, and be designated by the Borrower and acceptable to the Issuer), as Trustee, pursuant to which the Trustee shall receive and disburse the proceeds from the sale of Bonds, collect payments from the Borrower under the financing agreements and enforce its obligations under the financing agreements. The Bonds shall not be deemed to constitute a debt, liability or obligation, or a pledge of the faith and credit or taxing power, of the Issuer or of the State of Florida or of any political subdivision thereof, but the Bonds shall be payable solely from the revenues and proceeds to be derived by the Issuer from the sale, operation or leasing of the Project, including payments received under the financing agreements. The Bonds 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 in such manner, at such price and at such time or times, shall have such provisions for redemption, shall be executed, and shall be secured pursuant to the Indenture, as hereafter may be requested by the Borrower and acceptable to the Issuer, all on terms complying with the Code, authorized by the Act and mutually satisfactory to the Issuer and the Borrower, subject to confirmation of an allocation pursuant to the Bond Allocation Act or other applicable law then in effect. (c) The interest on the Tax-Exempt Bonds shall be exempt from federal income taxation, as determined on the basis of an opinion of Bond Counsel approved by the Issuer. 4. Agreements of the Borrower. Subject to the conditions stated in the Preliminary Resolution or in this Memorandum of Agreement, the Borrower agrees, if it proceeds with the Project, as follows: (a) The Borrower will generally arrange for, manage and carry out the acquisition, construction and installation of the Project, it will advance its own funds for such purpose as herein provided and, to the extent that the proceeds derived from the sale of the Bonds are not sufficient to complete the Project, and to pay all costs incurred in connection therewith and with the financing and administration of the Project, it will supply all additional funds which are necessary therefor. (b) The Borrower will make arrangements for the sale of the Bonds and shall be responsible for compliance with all applicable securities laws, including any disclosure obligations, in connection with the offering and sale thereof. (c) Contemporaneously with the delivery of the Bonds, the Borrower will enter into financing agreements and such other agreements and related documents as shall be necessary or appropriate so that the Borrower will be obligated to operate, maintain and repair the Project at its own expense, to pay for the account of the Issuer sums sufficient in the aggregate to pay all of the principal of and interest and redemption premiums, if any, on the {500011 0/00087149 DOCv3} -3- Bonds when and as the same shall become due and payable, and to pay all other costs incurred by the Issuer in connection with the financing, construction and administration of the Project except as may be paid out of the Bond proceeds or otherwise. (d) The Borrower will take such further action and adopt such proceedings as may be required to implement its undertakings hereunder. 5. General Provisions. (a) Since it is anticipated that the acquisition, construction and installation of the Project will commence prior to the sale of the Bonds and the Borrower knows and acknowledges that the Issuer will have no funds available to pay the cost of the Project other than funds derived from the sale of the Bonds, the Borrower may advance from time to time any funds necessary for the acquisition, construction and installation of the Project, and any such funds when so advanced shall be deemed funds advanced on behalf of the Issuer; provided, however, that the Issuer 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 sufficient for such purpose, the Issuer agrees to reimburse the Borrower from such net proceeds after the issuance of the Bonds for costs of the Project incurred by the Borrower prior to the issuance of the Bonds (subject to any limitations imposed by the Code). (b) The Issuer agrees that the Borrower may enter into one or more agreements with a private lender or lenders to provide temporary construction financing and obtain commitments for permanent financing for the Project without violating in any manner the terms of this Agreement. (c) The Borrower shall act as independent contractor, and not as agent for the Issuer, for the acquisition, construction, installation and completion of the Project, and shall provide all services incident to the acquisition, construction and installation of the Project and pay the cost thereof pending reimbursement by the Issuer from the Bond proceeds, and the Issuer shall have no responsibility for the provision of any such services. (d) The Borrower may engage the services of an underwriter or financial consultant or adviser and legal counsel in connection with the offering and sale of the Bonds; provided, however, that the Issuer shall have no liability for the payment if any such firm's compensation or expenses if the Bonds are not sold and issued, and if the Bonds are sold and issued the Issuer shall be liable for the payment thereof only out of the proceeds of sale of the Bonds. (e) The Borrower has paid the Issuer's nonrefundable application fee and agrees to pay the Issuer's actual out-of-pocket costs and expenses in connection with the transactions contemplated hereby, whether or not the Bonds are issued and sold, provided that if the Bonds are issued and sold, such fee and costs and expenses may be reimbursed out of the proceeds of the sale of the Bonds. {5000/IO/00087149.DOCv} } -4- (f) Daniel S. McIntyre, Esquire, County Attorney, serves as counsel for the Issuer and Bryant Miller Olive P.A., Tallahassee, Florida, serves as Bond Counsel for the Issuer, and Public Financial Management serves as Financial Advisor for the Issuer. The Borrower shall be responsible for the payment of all standard fees, costs and expenses of said counsel and Financial Advisor for the Issuer and of all fees, costs and expenses of Bond Counsel and Financial Advisor, and shall pay the same whether or not the Bonds are issued and sold, provided that if the Bonds are issued and sold such fees, costs and expenses may be paid or reimbursed out of the proceeds of the sale of the Bonds. (g) The Bonds shall not be required to be validated pursuant to the provisions of Chapter 75, Florida Statutes, unless validation shall be deemed advisable or shall be required by counsel to the Issuer, Bond Counselor the initial purchaser of the Bonds. (h) Confirmation of an allocation for the Tax-Exempt Bonds for the calendar year in which the Bonds are issued (unless carryforward allocation is available), sold and delivered and the purchase price therefor is received, under Section 146 of the Code, the Bond Allocation Act and other applicable law then in effect, and, if required by the Issuer or its counsel, the Borrower or its counsel, or Bond Counsel, such other rulings, approvals, consents, certificates of compliance, opinions of counsel and other instruments and proceedings satisfactory to each of them, with respect to the Bonds, the Project this Memorandum of Agreement, the financing agreements, the trust indenture or any other instrument or act contemplated hereby, shall be obtained from such governmental agency, as well as nongovernmental, agencies and entities as may have or assert competence or jurisdiction over or interest in matters pertinent thereto, and the same shall be in full force and effect at the time of issuance of the Bonds. (i) The intentions of the Issuer to issue the Bonds pursuant to this Memorandum of Agreement and to use the proceeds thereof as herein contemplated are subject to the conditions that (i) the issuance of the Bonds by the Issuer shall have been authorized by a bond resolution of the Issuer; (ii) an amount equal to the face amount of the Tax Exempt Bonds shall have been allocated for the issuance of the Tax Exempt Bonds for the calendar year in which the Bonds are issued (unless carryforward allocation is available), sold and delivered and the purchase price therefor is received, pursuant to Section 146 of the Code and the Bond Allocation Act or any other applicable provisions, which allocation shall be in full force and effect on the closing date for the issuance of the Bonds, and (iii) the Issuer and the Borrower shall have agreed to mutually acceptable terms for the Bonds and the sale and delivery thereof and mutually acceptable terms and conditions for the financing agreements and other agreements and documents referred to in Sections 2(b) and 4(c) and the proceedings referred to in Sections 2 and 3 hereof and the Bonds shall have been issued, sold and delivered; provided, however, that the Bonds may not be issued more than one year after the date on which the entire Project shall have been first placed in service or acquired (whichever occurs last), after the allocation referred to in clause (ii) shall have expired, elapsed or become ineffective, or after the expiration, lapse or repeal of any authority for the issuance of the Bonds under Florida law or of {5000/1O/00087149.00CvJ} -5- the exclusion of interest on the Tax-Exempt Bonds from gross income for federal income tax purposes under the Code. (j) If the events set forth in paragraph (i) of this Section do not take place within the times set forth therein or any extensions thereof and the Bonds are not issued as herein contemplated, the Borrower agrees to pay all costs and expenses incurred pursuant to this Memorandum of Agreement by the Borrower, the fees and expenses of any underwriter, financial consultant or adviser engaged by the Borrower, the standard fees, costs and expenses of counsel of the Issuer, the fees, costs and expenses of Bond Counsel and Financial Advisor, and any necessary and reasonable out-of-pocket costs and expenses incurred pursuant to this Memorandum of Agreement by the Issuer, whereupon this Memorandum of Agreement shall terminate. (k) So long as this Memorandum of Agreement is in effect, all risk of loss to the Project will be borne by the Borrower. (I) It is expressly agreed that any pecuniary liability or obligation of the Issuer hereunder shall be limited solely to the revenues and other funds derived by the Issuer from the sale, operation or leasing of the Project, including payments received under the financing agreements, and nothing contained in this Memorandum of Agreement shall ever be construed to constitute a personal or pecuniary liability or charge against any member, officer, commissioner, employee or agent of the Issuer or its governing body, and in the event of a breach of any undertaking on the part of the Issuer contained in this Memorandum of Agreement, no personal or pecuniary liability or charge payable directly or indirectly from any funds or property of the Issuer shall arise therefrom. The Borrower hereby releases the Issuer from and agrees that the Issuer shall not be liable for, and agrees to defend, indemnify and hold the Issuer harmless against any liabilities, obligations, claims, damages, litigation, costs and expenses (including but not limited to attorneys' fees and expenses) imposed on, incurred by or asserted against the Issuer for any cause whatsoever pertaining to the Project, the Bonds or this Memorandum of Agreement, or any transaction contemplated hereby; provided, however, that the scope and amount of the liability of the Borrower under this sentence shall never exceed the scope and amount of the Issuer's liability, costs and expenses (including attorneys' fees). The provisions of this paragraph shall survive any termination of this Memorandum of Agreement. (m) If at any time prior to the issuance and sale of the Bonds the Issuer shall determine that the business, operations or financial condition of the Borrower is not satisfactory or that the Borrower is not proceeding diligently with the acquisition, construction and installation of the Project or the financing thereof as contemplated hereby the Issuer may, at its option, terminate this Memorandum of Agreement and any allocation for the Bonds by written notice to the Borrower. The Issuer shall be discharged of its undertakings under this Memorandum of Agreement if the Borrower shall not provide at the closing for the issuance of the Bonds assurances satisfactory to the Issuer that no material adverse change has occurred in the representations of the Borrower or in the business, operations or financial condition of the Borrower. {5000110100087149DOCvJ} -6- (n) Except as otherwise provided in paragraph (m) of this Section, the proVISIOnS of this Memorandum of Agreement shall be superseded by (i) any financing agreement entered into by the Issuer and the Borrower in accordance with Sections 2(b) and 4(c) of this Agreement and (ii) as applicable, any lease agreement, service contract or related agreement entered into by the Issuer and the Borrower with respect to the Project, and shall, upon the execution and delivery of such financing agreements, lease agreement, service contract or related agreements, as applicable, terminate and be of no effect. (0) This Memorandum of Agreement shall become effective when executed and delivered by the Issuer and the Borrower. IN WITNESS WHEREOF, the parties hereto have entered into this Memorandum of Agreement as of the 28th day of November, 2006. ST. LUCIE COUNTY, FLORIDA By Chairman, Board of County Commissioners Signed this _ day of .2006. ATTEST: Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners APPROVED AS TO FORM AND CORRECTNESS: By: County Attorney GEOPLASMA - ST. LUCIE LLC. By Title: Signed this _ day of .2006. (50001l0/00087149.DOCv) } -7- GUIDELINES AND PROCEDURES FOR THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS IN ST. LUCIE COUNTY I. BACKGROUND Industrial development revenue bonds (IDRBs) are securities issued by a local governmental agency (here, St. Lucie County) for the purpose of financing capital facilities for use by private business and industry. Usually, the facilities are leased or sold by the agency to qualifying industries for lease or installment purchase payments necessary to retire the bonds. The debt service on the bonds is paid solely from revenues or payments received from the company; there is no undertaking on the part of the County or any other governmental unit to make such payments other than from the least or installment payments received. IDRB financing often is comparable to ordinary note and mortgage financing in that a private lender (the bond purchaser) agrees to lend funds to a private company (by buying the bonds). The facilities (the capital project) that the lender's funds (the bond proceeds) are used to finance are mortgaged to secure repayment of the loan (the bonds). In the case of IDRBs, the local issuing agency (St. Lucie County) serves as a pass- through medium. The loan is made to (the bonds are issued by) the County, and the County in turn lends the funds (the bond proceeds) to the private company (the project proponent) to pay the cost of the capital project. For federal income tax purposes, the action of passing the loan through the County qualifies the loan as a special obligation of a local governmental agency. Because IDRBs are considered a special obligation of a local governmental unit, and providing the project meets all qualifying conditions, the interest on the bonds is not subject to federal income tax. The lender (the bond purchaser), therefore, need not charge the same interest rate in order to receive the same net (after tax) rate of return as if the loan were made on a conventional basis. The resulting savings is passed on to the borrower (the project proponent) in the form of an interest rate that is lower than that obtainable through conventional financing. G:\atty\docs\IDRB Guidelines II. GUIDELINES A. Use of Bond Proceeds. The use of proceeds realized from the sale of IDRBs issued by the Board of County Commissioners of St. Lucie County shall be governed by the regulations and laws of the State of Florida and the United States Internal Revenue Code. B. Financial Structure. 1. The legal structure of the proposed financing may take any form that is permitted by the applicable federal and state statutes in effect at the time of the bond issue closing. 2. The Board of County Commissioners generally will require that the assets financed with the proceeds of IDRBs be pledged as security for repayment of the bonds. 3. The Board of County Commissioners generally will require that the term of the bonds be no longer than the useful life of the project financed. 4. If the project is for a corporate subsidiary, the Board of County Commissioners generally will require that the parent company guarantee the bonds. 5. The Board of County Commissioners generally will require that prospective bond issues not considered of investment-grade quality be sold only by private placement or limited public offering. 6. The user of facilities financed by IDRBs shall pay, as they become due, all taxes, fees, and other assessments levied by all state and local governmental agencies having jurisdiction over the facilities. 7. The IDRBs generally will be required to be redeemed if interest on the bonds becomes taxable or if construction or operation of the project is halted. 8. At least 10 days notice shall be provided to the Board of County Commissioners prior to any sale or other disposition of a project financed with IDRBs. C. Fees and Expenses. G:\atty\docs\IDRB Guidelines 1. An applicant for IDRBs will remit with the application a nonrefundable fee of $1,500. The County Attorney, the County's bond counsel, and the County's financial advisor shall represent St. Lucie County in connection with the review of the proposed IDRB issue, the financial feasibility thereof, the documents and procedures relative thereto, and the fiscal soundness of the applicant. The applicant shall pay all fees and expenses incurred by the County in connection with such representation; provided that, in the absence of extraordinary circumstances, such fees and expenses shall be deemed included in the administrative fee paid by the applicant as provided in paragraph 4 of this Section II.C. 3. The applicant may designate bond counsel for the issue, subject to acceptability to the County Attorney, or may request that the County's bond counsel serve as bond counsel on the issue. If the applicant chooses to have the County's bond counsel serve as bond counsel for the issue, the applicant shall negotiate the fee for such services with such bond counsel, who will represent the County as bond counsel, and shall pay the fees and expenses associated with such services; provided that, in such event, the applicant shall be entitled to a credit against such negotiated fee one-third (1/3) of the amount of the administrative fee payable to the County pursuant to paragraph 4 below. 4. In addition to the application fee payable as provided in paragraph 1 above, the applicant shall pay, at or before the date of issuance of the IDRB's in immediately available funds, an administrative fee equal to one-half of one percent (0.5'70) of the aggregate principal amount of IDRB's issued, provided that such fee will be not less than $10,500 and, in the absence of extraordinary circumstances, not greater than $30,000, regardless of the principal amount of IDRB's issues. Extraordinary circumstances may include, but not necessarily be limited to, bonds issued in multiple series, bonds secured by complex collateral mechanisms, bonds having complex financial structures (variable rate, multi-modal, etc.), and other factors affecting the process of review and approval of the documents and structure of the bonds. 5. The applicant shall be responsible for paying all fees charged by any participant in the bond issue, must pay all County fees at or prior to closing in immediately available funds, and shall make arrangements satisfactory to the County for payment of all other fees and expenses G:\atty\docs\IDRB Guidelines III. PROCEDURES A. Preapplication Review. Representatives for a potential applicant for the issuance of IDRBs may appear at a work session of the Board of County Commissioners to outline the proposed capital project and to request a preliminary, informal, and nonbonding indication of whether the proposal might receive favorable consideration. No further review or analysis will be performed by the Board of County Commissioners or County staff until an application is filed. B. Application. An application for the issuance of IDRBs shall be made to the Board of County Commissioners. The original and 10 copies of the application shall be submitted with the appropriate application fee to the County Attorney. The application shall be on the company letterhead and shall include the following information about the applicant and the project: 1. Applicant's name, parent company name or names of principals with 10 percent or more interest in the applicant, names of applicant's principal operating officers, names of principals with 10 percent or more interest in the project, and the applicant's business address and telephone number. 2. Specific amount in U.S. dollars being requested to be raised by the issuance of IDRBs. 3. A statement describing the applicant, its history, and its operations. 4. A statement describing the sources and uses of funds for the project, as follows: a. Sources of funds i. IDRB proceeds ii. Equity (cash, letter of credit, etc.) III. Other (fixed assets, etc.) b. Uses of funds i. Land acquisition, including location and size ii. Building construction, including type and size iii. Equipment, listed by type and cost IV. Other costs, itemized G:\atty\docs\IDRB Guidelines 5. A statement indicating the applicant's estimate of its financial performance as a result of new investment made possible by IDRBs. 6. A statement indicating the proposed security for and guarantors of the bonds. 7. A statement describing the proposed method of selling the bonds. 8. Audited financial statements (including balance sheet, income statement, statement of changes in financial condition, and all accompanying notes) of the applicant, parent company (if any), and bond guarantors for the preceding three years. If personal guarantees are required, include a current balance sheet for each individual guarantor. 9. If the applicant has been in business for less than three years, pro-forma statements covering the three years following the commencement of operation of the project. 10. If the application is for a new venture project and institutional guarantees are not available sufficient to render the bonds investment-grade quality, an independently prepared feasibility report on the project. The form, content, and author of the report must be acceptable to the Board of County Commissioners. 11. A statement describing the expected economic impact of the project, including existing employment preserved, new jobs created, approximate annual wages to be paid for new jobs created, and new capital investment. 12. A statement describing the zoning, land use, and other laws, ordinances, rules, and regulations affecting development of the project. 13. A statement indicating the availability or method of providing water, sewer, and other necessary services for the project. 14. A statement describing the effect of the project on the local community, and in particular the environmental impact of the project. 15. A notarized certificate executed by a principal or the chief executive or operating officer of the applicant, as follows: I hereby certify (a) that I am authorized to submit to the Board of County Commissioners of St. Lucie County, Florida, this application for the issuance of industrial development revenue bonds; (b) that I have reviewed the guidelines and Procedures for the Issuance of Industrial Development Revenue Bonds in St. Lucie County and have determined that this application and the project contemplated hereby meets the requirements set forth in such Guidelines and procedures; and (c) that the information contained in this application is true, correct, and complete to the best of my knowledge and belief. G:\atty\docs\IDRB Guidelines C. Application Review. Florida Statutes require that agencies issuing IDRBs determine that projects financed are appropriate to the needs and circumstances of and will make a significant contribution to the economic growth of the community in which located, and that affected local communities will be able to copy satisfactorily with the impact of the project. In addition, issuing agencies must also determine that the applicants for such projects are financially responsible and fully capable and willing to operate and maintain the project and to make payments as required to pay principal and interest on the bonds. 1. Financial sufficiency factors. In determining financial responsibility and ability and willingness to make required payments of principal and interest, the Board of County Commissioners will consider financial sufficiency information for both the project and the applicant. a. History of financial performance. An examination of audited financial statements submitted by the applicant must lead to the conclusion that the company will be able to generate revenues sufficient to operate and maintain the project and to make all required payments of principal and interest on the bonds. Should audited financial statements not be available, the Board may agree to accept statements in unaudited form supported by corporate income tax returns in order to commence processing of the application. Prior to the closing of the bonds, however, statements for the most recently completed period of operations must be submitted with an audit opinion from a Certified Public Accountant. b. Collateral value of project. Except in the case of bonds rated "investment grade" by a major bond rating agency, the Board will require that any bond issued, and any obligation to make payments to the County or to any third party in connection with the bonds or security therefore, be secured at a minimum by a first mortgage or first lien on the project financed. In determining the sufficiency of such collateral, the Board may consider the ratio of market value of the project to the size of the proposed financing and such other factors as it deems appropriate. c. Additional security or guaranty. The Board may require the guaranty of the principals or of third parties, or may require letters of credit or debt service insurance as a condition to the issuance of bonds. In determining the need for such additional security or guaranty, the Board may consider the ratio of the applicant's net worth to the size of the financing, the value of the assets being acquired, and other factors as may be appropriate. G:\atty\docs\IDRB Guidelines 2. Staff report. The application for IDRBs will be reviewed by the County Administrator, County Finance Director, County Community Development Director, and County Attorney. The designated County staff shall report to the Board of County Commissioners on the following matters: a. The accuracy and completeness of the application. b. The financial soundness of the proposed project, the applicant, and any guarantor. c. Conformance of the project and the proposed financing with applicable federal, state, and local statutes, policies, and guidelines. d. Potential impact of the project on the St. Lucie County economy. e. Potential impact of the project on the St. Lucie County environment. 3. Board action. a. When the County staff report is complete, the report and the application will be presented to the Board of County Commissioners for consideration at a regular meeting. i. If the Board accepts the application, it will authorize publishing notice of a public hearing to be scheduled in accordance with the provisions of the federal Tax Equity and Fiscal Responsibility Act of 1982. ii. The Board may decide, however, that it requires additional information, or it may decline to consider the application further and suggest that the applicant seek alternative sources of financing. b. If the application is scheduled for a public hearing, the applicant, through bond counsel, shall be responsible for preparing the required notice of public hearing and submitting the notice to the County Attorney for review and publication. In addition, the applicant, again through bond counsel, shall be responsible for preparing the draft of an inducement resolution as described below and for submitting the draft to the County Attorney for review and circulation to the Board of County Commissioners. Following the public hearing, the Board will decide whether the project is financially sound, will inure to the benefit of the residents of St. Lucie County, and will meet all other criteria and requirements of Section 159.29, Florida Statutes. G:\atty\docs\IDRB Guidelines i. If the Board so decides, it may adopt a resolution authorizing execution of a memorandum of agreement between the Board and the applicant specifying the terms under which the Board will issue IDRBs and inducing the applicant to proceed with the project. ii. Again, however, the Board may decide that it requires more information, or it may decline to consider the application further. c. If a project is approved for IDRB financing, the applicant, through bond counsel, shall be responsible for preparing the Application for Notice of Intent to Issue Bonds and Request for Written Confirmation required by Executive Order Number 84-141 of the Governor of Florida. 4. Extension and subsequent allocation. Generally, the term of the memorandum of agreement authorized by the inducement resolution shall be limited to one year, and shall be subject to the continuing availability of a confirmed allocation and continuing financial responsibility. Any request for an extension shall be accompanied by copies of the latest financial statements for the applicant and the project, a written explanation for the delay in completing the financing, and a report on the status of the project. However, in the case of carryforward allocation for a "priority project" as defined by Governor's Executive Order 85-20 such request shall not be required. Moreover, an IDRB issued receiving a confirmed allocation for one calendar year shall not be entitled any priority for an allocation for the next calendar year. Therefore, if bonds are not sold in the year for which a confirmed allocation is received, Board of County Commissioner approval must be obtained for any allocation for a subsequent calendar year. D. Preparation of Bond Documents. After review and approval of the application, adoption of an inducement resolution, and execution of a memorandum of agreement, the applicant, in consultation with bond counsel, the County Attorney, and the bond purchaser, may initiate appropriate steps leading to the final preparation of the bond documents. E. Bond Validation. If deemed necessary or desirable by the County Attorney or the parties to the bond issue, the bonds may be validated in the manner prescribed in Chapter 75, Florida Statutes. G:\atty\docs\IDRB Guidelines F. Sale of Bonds. 1. The action of the Board of Country Commissioners in approving the issuance of IDRBs following a public hearing and entering a memorandum of agreement with the applicant for such issuance should not be construed as indicating the marketability of the bonds. Rather, those actions simply represent an agreement by the Board to issue its bonds only if a willing purchaser can be found and upon the execution of bond sale documents mutually agreeable to all parties. 2. The obligation for the repayment of IDRBs rests solely with the applicant, and neither the Country, the State, nor any political subdivision of the State is responsible for their repayment or for any associated expense. Thus, subject to the conditions contained in these Guidelines and Procedures and subsequent amendments, the manner in which the bonds are sold, as long as complying with all applicable federal and state statutes, shall be the prerogative of the applicant. The Board reserves the right to review the credentials of any investor, financial institution, or investment bankers chosen, and to reject the same for good cause shown. 3. The Board of County Commissioners generally will require that prospective bond issue not considered of investment-grade quality be sold only by private placement or by limited public offering. Prospective issues of investment-grade quality may be sold by public offering or private placement. Investment-grade quality shall be determined as meeting one of the following tests: a. A rating of the issue equal to or better than Mood's Baa or Standard and Poor's BBB. b. A rating of recently issued debt instruments of the company of similar term and security as that of the prospective bond issue equivalent to or better than Moody's Baa or Standard and Poor's BBB. For purpose of this paragraph, the term "limited public offering" shall mean an offering made only to institutional investors of not more than 35 in number who agree to purchase for investment for their own accounts and who do not purchase with a view toward distribution. This limitation is applicable not only to the initial sale of the bonds, but to resales, if any, in secondary markets, and shall be incorporated in the bond sale documents. 4. The Board of County Commissioners will not recommend nor suggest to the applicant any investor, financial institution, or investment banker to be used in the sale of bonds. If requested by the applicant, however, the County staff may provide the applicant with a list of investors, financial institutions, and investment bankers who may from time to time advise the County of their interest in purchasing or placing the County's IDRBs. G:\atty\docs\IDRB Guidelines G. Disposition of Proceeds of Bond Sale. Following the sale of the bonds, the proceeds will be deposited with the Trustee for the bond holders or in a trust account, to be disbursed for the acquisition and/or construction of the project according to a schedule provided in one or more of the bond documents. The County wi II be concerned that the proceeds are used for items allowed by governing laws and portions of the project as authorized in the memorandum of agreement and bond sale documents. To this end the County requires that the Trustee for the bond holders be furnished with copies of all requisitions for the expenditure of bond proceeds. The Board of County Commissioners reserves the right, upon good cause shown, to waive any of these Guidelines and Procedures except the provision requiring a public hearing. G:\atty\docs\IORB Guidelines