Ordinance 2012-384 - Laserfiche WebLink

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Section 2.4. Litigation, Etc. There are no actions or proceedings pending against the City or affecting the City or, to the knowledge of the City, threatened, which, either in any case or in the aggregate, might result in any material adverse change in the financial condition of the City, or which question the validity of this Agreement, the Bond or any of the other Loan Documents or of any action taken or to be taken in connection with the transactions contemplated hereby or thereby. Section 2.5. Financial Information. The financial information regarding the City furnished to the Bank by the City in connection with the Loan is complete and accurate, and there has been no material and adverse change in the financial condition of the City from that presented in such information. ARTICLE III COVENANTS OF THE CITY Section 3.1. Affirmative Covenants. The City covenants, for so long as any of the principal amount of or interest on the Bond is outstanding and unpaid or any duty or obligation of the City hereunder or under any of the other Loan Documents remains unpaid or unperformed, as follows: (a) Use of Proceeds. The City covenants that the proceeds from the Bond, together with other available funds of the City will be used only for the purposes of: (i) refunding and prepaying the Prior Loan; and (ii) paying costs of issuance of the Bond and ofrefunding the Prior Loan. The City further covenants that, immediately upon receipt of the proceeds of the Bond, it shall apply proceeds of the Bond, together with other available funds of the City to tenninate the lien of the Prior Loan, and shall obtain a certificate dated the date of original issuance and delivery of the Bond executed on behalf of the Florida Municipal Loan Council and its appointed escrow agent acknowledging the termination of the lien of the Prior Loan. (b) Notice of Defaults. The City shall within fifteen (15) days after it acquires knowledge thereof, notify the Bank in writing upon the happening, occurrence, or existence of any Event of Default, and any event or condition which with the passage of time or giving of notice, or both, would constitute an Event of Default, and shall provide the Bank with such written notice, a detailed statement by a responsible officer of the City of all relevant facts and the action being taken or proposed to be taken by the City with respect thereto. (c) Records. The City agrees that any and all records of the City shall be open to inspection by the Bank or its representatives at all reasonable times at the offices of the City. (d) Maintain Existence. The City shall do all things lawfully within its power to maintain its existence as a municipal corporation of the State, and shall not voluntarily dissolve. (e) Notice of Liabilities. The City shall promptly inform the Bank of any actual or potential contingent liabilities or pending or threatened litigation of any amount that could reasonably be expected to have a material and adverse effect upon the financial condition of the City. 5 MIA 182.397,885vI3-5-12