08-1925 Refinancing Land Acquisition Note, Series 2005 - Concord Center Property

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(d) The City is authorized pursuant to the Act to pledge all Non-Ad Valorem Revenues to the repayment of the Note (as defined herein); and (e) The Non-Ad Valorem Revenues will be sufficient to pay principal and interest on the Note as the same shall become due; and (f) The principal of and interest on the Note to be issued pursuant to this Resolution, and all other payments provided for in this Resolution will be paid solely from the Non-Ad Valorem Revenues and the ad valorem taxing power of the City will never be necessary or authorized to pay the principal of and interest on the Note to be issued pursuant to this Resolution and, except as otherwise provided herein, the Note shall not constitute a lien upon any property of the City; and (g) Due to the immediate need for funds, prevailing market conditions, and the nature of the contemplated financing, it is hereby determined that it is in the best interests of the public and the City to enter into the Loan Agreement and to sell the Note at a negotiated sale to the Bank. SECTION 3. AUTHORIZATION OF THE REFINANCING OF THE NOTE. The City hereby authorizes the refinancing of the 2005 Note in accordance with the terms hereof. The proceeds of the Note shall only be used to repay the 2005 Note and pay costs related to the issuance of the Note. SECTION 4. AUTHORIZATION OF LOAN AGREEMENT. In order to provide for the security of the Note, and to express the contract between the City and the owners thereof, the City does hereby authorize the execution and delivery on behalf of the City by the Mayor under the seal of the City, attested by the City Clerk, of the Loan Agreement with the Bank (the "Loan Agreement"). The Loan Agreement shall be in substantially the form attached hereto and marked Exhibit "B" and is hereby approved, with such changes therein as shall be approved by any of the authorized officers executing the same, with such execution to constitute conclusive evidence of such officer's approval and the City's approval of any changes therein from the form of the Loan Agreement attached hereto. Subject and pursuant to the provisions of this Resolution and the terms and provisions of the Loan Agreement, there is hereby authorized to be issued one or more promissory notes to evidence the City's obligations under the Loan Agreement. SECTION 5. AUTHORIZATION OF NOTE. A Note is hereby authorized to be issued in accordance with the terms of the Loan Agreement in an amount not to exceed $2,277,000 (the "Note"). The maturity of the Note shall be no later than three (3) years from the date of issuance. Interest on amounts advanced under the Loan Agreement will be payable in semiannual installments and principal shall be due at maturity ofthe Note. The Note shall bear interest at a taxable rate as set forth therein. The Note shall be issued for the purpose of providing moneys to repay the 2005 Note and to pay the costs of issuance of the Note. The principal of and interest on the Note shall be payable from, and secured by, the Non-Ad Valorem Revenues. The Note shall be subject to prepayment at any time, in whole or in part and without penalty or premium, as set forth in the Note. The Note may be issued without any other proceedings or the happening of any other conditions or other things other than those proceedings, conditions or things which are specifically 2