RESOLUTION NO. 2005-02

 

A RESOLUTION AUTHORIZING PARTICIPATION IN THE FLORIDA LEAGUE OF CITIES/BANK OF AMERICA, N.A. DISASTER RELIEF LOAN PROGRAM; AUTHORIZING A LINE OF CREDIT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A PROMISSORY NOTE AND A LOAN AGREEMENT WITH BANK OF AMERICA, N.A.; AND PROVIDING AN EFFECTIVE DATE.

 

BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE BAREFOOT BAY RECREATION DISTRICT (the "Borrower") that:

 

Section 1. Authority for this Resolution. This Resolution is adopted pursuant to the Constitution and laws of the State of Florida.

 

Section 2. Definitions. Words and phrases used herein in capitalized form, and not otherwise defined herein, shall have the meanings ascribed thereto in the Loan Agreement (hereinafter defined) and, in addition, the following words and phrases shall have the following meanings when used herein:

 

"Authorized Signatory" means Bruce R. Bolin, Chairman of the Board of Trustees.

 

"Loan Amount" Means One Million and No/lOO Dollars ($1,000.000.00).

 

Section 3. Authorization of Transaction. In order to obtain funds to pay the costs of

unanticipated expenditures of the Borrower necessitated by the 2004 Hurricanes Charley, Frances and Jeanne, prior to the receipt of funds anticipated to be received by the Borrower from FEMA, the Borrower is authorized to participate in the Florida League of Cities I Bank of America, N.A. Disaster Relief Loan Program and to obtain a two-year line of credit (the "Loan") from and borrow from Bank of America, N.A. (the "Bank") the amount of not to exceed the Loan Amount. The first draw to be made on the Loan shall be at least Fifty Thousand and Noll 00 Dollars ($50,000.00). Because of the characteristics of the transaction and the need for immediate funding, it is in the best interest of the Borrower to obtain the loan through negotiation with the Bank.

Section 4. Loan Agreement and Promissory Note. The Borrower is authorized to execute a Loan Agreement with the Bank in substantially the form attached hereto as Exhibit A (the "Loan Agreement ") and to make the Promissory Note in the form attached to the Loan Agreement, provided that the principal amount of the Promissory Note may not exceed the Loan Amount. The forms and terms of the Loan Agreement and Promissory Note are hereby approved by the Borrower 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.

Section 5. Severability. If any provision of this Resolution 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 Resolution shall be governed by and construed in accordance with the laws of the State of Florida.

 

Section 7. Authorizations. All officials and employees of the Borrower 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 Borrower that are necessary or desirable in connection with the completion of the Loan.