RES2025-012 Authorizing Resolution Emory Property Purchase
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Resolution 2025-012 AUTHORIZING RESOLUTION Mayor and Council June 16, 2025 Page 2 WHEREAS, pursuant to the terms of an Assignment and Security Agreement, to be dated the date of its execution and delivery, between the Authority and the Bond Purchaser, the Authority will assign and pledge, and grant a first priority security interest in, its right, title, and interest in the Contract to the Bond Purchaser as security for payment of the Bond; and WHEREAS, the Authority and the City propose to retain Raymond James and Associates, Inc. (the “Placement Agent”) to act as their exclusive placement agent to arrange a private placement of the Bond with the Bond Purchaser, pursuant to a Bond Placement Agreement, to be dated the date of its execution and delivery (the “Placement Agreement”), among the Authority, the City, and the Placement Agent; and WHEREAS, after careful study and investigation, the City desires to enter into the Contract and the Placement Agreement (collectively the “Contract”); NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the City of Smyrna as follows: The forms, terms, and conditions and the execution, delivery, and performance of the Contract, which have been filed with the City, are hereby approved and authorized. The Contract shall be in substantially the forms submitted to the Mayor and Council of the City with such changes, corrections, deletions, insertions, variations, additions, or omissions as may be approved by the Mayor or Mayor Pro Tem. of the City, whose approval thereof shall be conclusively evidenced by the execution of the Contract. The Mayor or Mayor Pro Tem. of the City is hereby authorized and directed to execute on behalf of the City the Contract, and the City Clerk or Deputy City Clerk of the City is hereby authorized and directed to affix thereto and attest the seal of the City, upon proper execution and delivery by the other parties thereto, provided, that in no event shall any such attestation or affixation of the seal of the City be required as a prerequisite to the effectiveness thereof, and the Mayor or Mayor Pro Tem. and Ci ty Clerk or Deputy City Clerk of the City are authorized and directed to deliver the Contract on behalf of the City to the other parties thereto and to execute and deliver all such other contracts, instruments, documents, affidavits, or certificates and to do and perform all such things and acts as each shall deem necessary or appropriate in furtherance of the issuance of the Bond and the carrying out of the transactions authorized by this Resolution or contemplated by the instruments and documents referred to in this Resolution, and all actions of the Mayor or Mayor Pro Tem. and City Clerk or Deputy City Clerk of the City heretofore taken in furtherance thereof, for and on behalf of the City, are hereby ratified and approved. This Resolution and the Contract, as approved by this Resolution, which are hereby incorporated in this Resolution by this reference thereto, shall be placed on file at the office of the City and made available for public inspection by any interested party immediately following the passage and approval of this Resolution.