Subject: 19128/Loan Agree/City of Clarksville Date: Fri, 2 Aug 1991 11:46:00 -0500 RESOLUTION NO. 19128 A RESOLUTION TO APPROVE A LOAN AGREEMENT FOR THE PURPOSE OF PROVIDING FUNDS FOR IMPROVEMENTS FOR THE CITY OF CHATTANOOGA IN THE SUM OF FOUR MILLION EIGHT HUNDRED THIRTY-FIVE THOUSAND AND NO/100 ($4,835,000.00) DOLLARS. WHEREAS, the City Council of the City of Chattanooga, Tennessee (the "Municipality"), has determined that need exists for the acquisition, construction and/or installation of certain "projects" (the "Project"), as defined in that certain Indenture of Trust (the "Indenture"), dated as of June 27, 1990, between The Public Building Authority of The City of Clarksville, Tennessee (the "Issuer") and Sun Bank, National Association, Orlando, Florida, as Trustee, as permitted under Title 12, Chapter 10, Tennessee Code Annotated, as from time to time amended and supplemented, and as described in the form of the Loan Agreement (the "Loan Agreement") among the Municipality (hereinafter the "Borrower"), Municipal Bond Investors Assurance Corporation (the "Insurer"), and the Issuer presented to this meeting; and, WHEREAS, the City Council of the City of Chattanooga has taken the necessary steps to arrange for the acquisition, construction, and/or installation of the Project; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CHATTANOOGA, TENNESSEE, That: Section 1. Approval of the Loan Agreement and the Reimbursement Agreement. The terms of said Loan Agreement presented at this meeting and the terms of the Reimbursement Agreement incorporated in the Loan Agreement are in the best interest of the Borrower and are hereby approved and the City Council of the City of Chattanooga designates and confirms the appointment of Gene Roberts, Mayor, and H.D. Miller, City Finance Officer, to execute and deliver, and to attest, respectively, the Loan Agreement, the Reimbursement Agreement and any related documents necessary to the consummation of the transactions contemplated by the Loan Agreement and the Reimbursement Agreement. Section 2. Fulfillment of Obligations. The Borrower is authorized and directed to fulfill all obligations under the terms of the Loan Agreement and the Reimbursement Agreement. Section 3. Tax Levy. There shall be levied and collected in the same manner as other ad valorem taxes of the Municipality on all taxable property within the corporate limits of the Municipality without limitation as to time, rate or amount, a tax sufficient to pay when due the annual amount payable under the Loan Agreement as and when it becomes due and to pay any expenses of maintaining and operating the Project required to be paid by the Municipality under the terms and provisions of the Loan Agreement. For the prompt payment of the Loan Agreement, both principal and interest, as the same shall become due, the full faith and credit of the Municipality are irrevocably pledged. Section 4. Special Fund. The Municipality shall establish and maintain a special fund known as the Tennessee Municipal Bond Fund Loan Project Fund in which there shall be established two separate accounts. One account shall be known as the Tennessee Municipal Bond Fund Loan Project Fund Principal and Interest Account (the "Principal and Interest Account") into which there shall be set aside an amount sufficient for the payment of the annual amount due under the Loan Agreement, and the money in the Principal and Interest Account shall be used exclusively for such purpose and shall not be used for any other purposes until such annual amount due under the Loan Agreement has been paid in full. The other account shall be known as the Operation and Maintenance Account (the "Operation and Maintenance Account") into which there shall be set aside an amount sufficient to pay all expenses of maintaining the Project in good condition and making all necessary renewals, replacements, additions, betterments, and improvements thereof and thereto, and the money in the Operation and Maintenance Account shall be used for such purpose. Section 5. Consent to Assignment. The Municipality hereby acknowledges that the provisions of the Indenture assign to the Trustee, among other things, all of the interest of the Issuer in and to the Loan Agreement (other than the rights of the Issuer reserved to the Issuer under Article VII of the Loan Agreement) and the Municipality agrees to pay directly to the Trustee any amounts required to be paid by the Municipality to the Issuer pursuant to the Loan Agreement. Section 6. Captions. The captions or headings in this Resolution are for convenience only and shall in no way define, limit, or describe the scope or intent of any provisions hereof. Section 7. Severability. Should any provision or provisions of this Resolution be declared invalid or unenforceable in any respect by final decree of any court of competent jurisdiction, the invalidity or unenforceability of such section, paragraph, ordinance, or provisions shall not affect the remaining provisions of such Resolution. Section 8. Repeal of Conflicting Resolutions. All resolutions or parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed. Section 9. Effective Date. This Resolution shall take effect upon its adoption, the welfare of the Municipality requiring it. ADOPTED: August 13, 1991 MAM:jrm