Ordinance 2009-323 - Laserfiche WebLink

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Section 3. Authorization of Transaction. In order to obtain funds to acquire, construct and equip the Projects as may be authorized by the City Commission from time to time, the City is authorized to obtain a loan (the "Loan") from and to borrow from Bank of America, N.A. (the "Bank") the Loan Amount. The City Commission finds and determines that a negotiated borrowing and sale to be undertaken in the form of the Loan from the Bank as described in the Loan Agreement and herein is in the best interest of the City (rather than a sale through competitive bidding) because the Loan offers (i) borrowing at lower costs than available alternatives and (ii) flexibility of financing that could not be obtained in a sale through competitive bidding. Section 4. Loan Agreement and Promissory Note. The City is authorized to execute a Loan Agreement with the Bank in substantially the form attached hereto as Exhibit A (the "Loan Agreement") and to execute the Promissory Note (the "Promissory Note") in substantially the form attached to the Loan Agreement. The forms and terms of the Loan Agreement and Promissory Note Uointly, the "Loan Documents") attached hereto are hereby approved by the City and the Authorized Signatory is authorized to execute the same, with such changes as may be approved by the Authorized Signatory, such approval to be conclusively evidenced by the execution thereof by the Authorized Signatory. The interest rate borne by the Promissory Note shall be (i) if the City has entered into a Rate Lock Agreement with the Bank, the interest rate set forth therein, and (ii) otherwise the sum of (a) 1.90% plus (b) 63.7% of the 10 year interest rate swap as published in the Federal Reserve Statistical Release H.15 on the day two business days prior to the date of the Promissory Note. Section 5. Severability. If any provision of this Ordinance shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect any other provision herein or render any other provision (or such provision in any other context) invalid, inoperative or unenforceable to any extent whatever. Section 6. Applicable Provisions of Law. This Ordinance shall be governed by and construed in accordance with the laws of the State of Florida. Section 7. Authorizations. The Mayor or Vice-Mayor in consultation with the City Manager are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents, and contracts on behalf of the City that are necessary or desirable in connection with the completion of the Loan. The Authorized Signatory is authorized to make on behalf of the City any elections or designations necessary or desirable in connection with the arbitrage provisions of Section 148 of the Internal Revenue Code of 1986 (the "Code") and/or the provisions of Section 265 of the Code regarding qualified tax-exempt obligations. Section 8. repealed. Repealer. All Ordinances or parts thereof in conflict herewith are hereby Section 9. Effective Date. This Ordinance shall take effect immediately upon its enactment after second reading. 2