Resolution 221-2008
RESOLUTION NO. 221-2008
A RESOLUTION AUTHORIZING A $10,000,000 LINE OF
CREDIT FROM BANK OF AMERICA, N.A.; APPROVING THE
FORM OF AND AUTHORIZING THE EXECUTION OF A
PROMISSORY NOTE AND A LOAN AGREEMENT; AND
PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE
COUNTY, FLORIDA (the "Borrower") that:
Section 1. Authoritv 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 hereto 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 the Mayor.
"Loan Amount" means $10,000,000.
Section 3. Authorization of Transaction. In order to obtain funds to pay any
unanticipated expenditures of the Borrower necessitated by a hurricane, tropical storm or other
similar event, the Borrower is authorized to obtain an eight-month 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.
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. In addition, after the
expiration of the initial Loan, the Borrower is authorized to enter into two subsequent transactions
with the Bank, one in 2009 and one in 2010, upon terms substantially the same as those approved
hereby.
Section 4. Loan Agreement and Promissorv 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. Severabilitv. 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.
Section 8.
repealed.
Reoealer. All resolutions or parts thereof in conflict herewith are hereby
Section 9.
adoption,
Effective Date. This Resolution shall take effect immediately upon its
ADOPTED at ~ n:eeting of the Board of County Commissioners on the:J..'3 ~f July, 2008.
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BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA
By:
Mayor
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ATTEST DANNY L. KOUIAGE. Clark
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Deputy Clerk '
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