Ordinance 2012-384 - Laserfiche WebLink

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hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. ARTICLE II REPRESENTATIONS OF CITY THE CITY The City represents and warrants to the Bank that: Section 2.1. Powers of City. The City is duly organized and validly existing as a municipal corporation under the laws of the State. The City has the power to borrow the amount provided for in this Agreement, to execute and deliver the Loan Documents, to secure the Bond in the manner contemplated hereby, and to perform and observe all the terms and conditions of the Bond and this Agreement on its part to be performed and observed. The City may lawfully issue the Bond in order to obtain funds to refinance the Prior Loan. Section 2.2. Authorization of Loan. The City has, had or will have, as the case may be, full legal right, power, and authority to adopt the Ordinance and to execute and deliver this Agreement, to issue, sell, and deliver the Bond to the Bank, and to carry out and consummate all other transactions contemplated hereby and by the Loan Documents, and the City has complied and will comply with all provisions of applicable law in all material matters relating to such transactions. The City, by the Ordinance, has duly authorized the borrowing of the amount provided for in this Agreement, the execution and delivery of this Agreement, and the making and delivery of the Bond to the Bank, and to that end the City warrants that it will take all action and will do all things which it is authorized by law to take and to do in order to fulfill all covenants on its part to be performed and to provide for and to assure payment of the Bond. The City has duly adopted the Ordinance and authorized the execution, delivery, and performance of the Bond and the Agreement and the taking of any and all other such action as may be required on the part of the City to carry out, give effect to and consummate the transactions contemplated by the Loan Documents. The Bond has been duly authorized, executed, issued and delivered to the Bank and constitutes a legal, valid and binding obligation of the City enforceable in accordance with its terms and the terms of the Ordinance, and is entitled to the benefits and security of the Ordinance and this Agreement. All approvals, consents, and orders of and filings with any governmental authority or agency which would constitute a condition precedent to the issuance of the Bond or the execution and delivery of or the performance by the City of its obligations under the Loan Documents have been obtained or made and any consents, approvals, and orders to be received or filings so made are in full force and effect. Section 2.3. Agreements. The City is not in default in any material respect under any agreement or other instrument to which it is a party or by which it may be bound. The making and performing by the City of this Agreement will not violate any provision of the Act, any ordinance or resolution of the City, or any regulation, order or decree of any court, and will not result in a breach of any of the terms of any agreement or instrument to which the City is a party or by which the City is bound. The Loan Documents constitute legal, valid and binding obligations of the City enforceable in accordance with their respective terms. 4 MIA 182,397.885vl 3-5-12