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HomeMy Public PortalAboutResolution - 77-09- 19770228 - Approve Borrowing $395KRESOLUTION NO. 77-9 PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Park District on February 28 meeting thereof, by the following vote: , 19 77 at a regular AYES: K. Duffy, B. Green, N. Hanko, H. Turner, D. Wendin, E. Shelley and G. Seager NOES: None ABSTAIN: None ABSENT: None Secretfry', Board o j irectors APPROVED: President, Board of Directors I, the District Clerk of the Midpeninsula Regional Park District, hereby certify that the above is a true and correct copy of a resolution duly adopted by the Board of Directors of the District by the above vote at a meeting thereof duly held and called on the above date. District Clerk /41"1 Meeting 77-71 Agenda item No. 1(b) RESOLUTION NO. 77-9 RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA REGIONAL PARK DISTRICT APPROVING BORROWING RESOLUTION (UNION BANK) The Board of Directors of the Midpeninsula Regional Park District does hereby resolve: as set forth on Exhibit A attached hereto and by reference made a part hereof. * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * EXHIBIT A Certified Copy of Borrowing Resolution UNION BANK 14id_Penjnsula Regional Head Office • OFFICE 400 University Ave., Palo Alto, Ca. 94301 ADDRESS In completing this resolution; you must list in this opening paragraph the names of the officers authorized to sign and you must insert the words "AND" or "OR" after the title of each officer if there is more than one authorized signer. Unless otherwise stated herein, use of the word "AND" will indicate that two or more signatures are needed to execute documents and use of the word "OR" will indicate that only one signature of two or more successive signers will be required on documents. X RESOLVED, That Sig. Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title (hereafter sometimes referred to, whether one or more, as "said officers") of ML PEN tULA�REGIONAL PARK DISTRICT, a public district, hereinafter rcrerrea corporation, are authorized to borrow from time to time, in the name of and in behalf of this corporation, from UNION BANK such sums of money as said officers deem expedient, from time to time to extend or renew any such loan in whole or in part, to contract with said bank upon such terms and conditions as it requires for the issuance of commercial letters of credit, circular letters for the use of travelers and any other instruments of credit, the aggregate principal indebtedness of this corporation with respect to such transaction outstanding and unpaid at any one time not to exceed the sumof *Three Hundred. Ninety Five Thousand Five Hundred and 00/100* dollars ($ 395, 5 n n - 00 ); and said officers are hereby authorized to execute in its corporate name the note or notes of this corporation as evidence of each such loan and of any extension or renewal thereof and to execute all contracts and other instruments required by the bank in connection with any loan, each of which contracts, notes and other instruments shall contain such terms and conditions as are agreed upon by said officers and said bank, including among others not specified in this resolution provisions regulating or restricting the declaration and payment of dividends by the corporation, the payment of indebtedness to officers, shareholders, or other persons other than the bank, or other regulations or restrictions of the same or different kinds, conditions as to default, attorney's fees, waivers of notice, and sale of securities. "RESOLVED FURTHER' that said officers are authorized • to hypothecate or pledge with and transfer and deliver to said bank as security for the payment of any obligations so incurred such securities or other assets of this corporation as are agreed upon by them and said bank and to execute in the name of the corporation such agreements of hypothecation as they deem expedient and to include in any such agreement such waivers of demand, notice or advertisement and such other waivers and provisions as seem expedient to them, including among others a provision that any such security may be held by said bank to secure any other indebtedness, whether due or not due, owing to said bank from this corporation. "RESOLVED FURTHER that said officers may direct said bank orally or by written instruction to disburse the proceeds of any loan made in the name of the corporation to any person,partnership, corporation or other legal entity without limit including to said officers personally. "RESOLVED FURTHER that at any time said bank may apply any money or property in its hands belonging to this corporation to the payment of any indebtedness of this corporation to it, whether due or not due, and any agreement executed as aforesaid may so provide. "RESOLVED FURTHER that if two or more resolutions of this corporation authorizing any of the transactions authorized by this resolution are outstanding concurrently at any time the provisions thereof shall be deemed to be cumulative. "RESOLVED FURTHER that said officers are authorized in addition to any obligation incurred under any of the preceding provisions of this resolution to discount with said bank any notes, drafts, acceptances, bills of exchange, or other evidences of debt owned by this corporation upon such terms as are agreed upon by said bank and said officers and in the name of this corporation to endorse such evidences of indebtedness so to be discounted by said bank and to guarantee payment thereof to said bank. "RESOLVED FURTHER that upon the execution by said officers of any instrument authorized by this resolution such instrument shall be deemed to be executed by this corporation whether or not the corporate seal of this corporation is affixed thereto. "RESOLVED FURTHER that all loans heretofore made by said officers in the name of this corporation and all promissory notes and other documents executed by them in connection therewith or to secure the same are hereby ratified and approved. "RESOLVED FURTHER that said bank shall be able to rely on the incumbency of the above named officers until written notice is received at the above captioned office. "RESOLVED FURTHER that this resolution shall remain in full force and effect until written notice of its repeal has been received by said bank, at the above captioned office, such revocation however not to affect the validity or any note or other instruments theretofore executed." This is to certify that the foregoing is a true copy of a resolution duly adopted by the directors of MTDPFNTNSTIT.A RF(TTQNAT, PARK DTSTRTCT a corporation, at a meeting of its board of directors duly and regularly held on X , 19 and that said resolution is in full force and effect. This will further certify that the signatures indicated above are true specimens of each captioned officer's signature. Dated )( , 19 at , California. (City) X as Secretary of X MIDPENINSULA REGIONAL PARK DISTRICT President BORROWER NAME MIDPENINSULA REGIONAL PARK DIST MATURITY DATE 01-31-78 BORROWER NUMBER NOTE NUMBER Palo Alto California Date $395,500.00 On demand and if no demand then on January 31, 1978 after date, for value received, the undersigned maker (s) promise(s) to pay to UNION BANK, or order, at its 141d - P e n i n s u l a Regional Head , Office, nOLLARS, the principal sum of together with interest from date on the unpaid principal hereof: EX at the rate of -5 1/2- 96 per year, 0 at the rate of % per year in excess of the prime rate of interest which UNION BANK charges "° i U N Ot jN 4'41. s � �• ',riPA� ;'"'• : i ,s ', , , ti;, corporate borrowers of the highest credit standing for short-term unsecured loans, which shall vary concurrently with any change in such prime rate, or $ 10 0 . 0 0 , whichever is greater. Interest shall be computed at the above rate on the basis of the actual number of days during which the principal hereunder is outstanding divided by 360 which shall, for the purposes of this note, be one year. Interest shall be payable: 0 monthly El quarterly S e m ]. - a n n u a 11 v , and if not so paid shall become part of the principal. Upon default, the whole sum of principal and interest shall become due immediately at the option of the holder hereof. Default shall include, but not be limited to, the failure of the maker(s) to pay interest or principal when due; the filing as to each person obligated hereon, whether as maker, co -maker, endorser or guarantor (hereafter individually or collectively referred to as the "Obligor") of a voluntary or involuntary petition under the provisions of the Federal Bankruptcy Act, the issuance of any attachment or execution against any asset of any Obligor; the death of any Obligor; or any deterioration of the financial condition of any Obligor which results in the holder hereof deeming itself, in good faith, insecure. In the event of default, at the. option of the holder hereof, interest may be charged on the amount delinquent at a rate 5% greater than the interest rate contracted for on the principal herein, effective from the date that such amount(s) shall become overdue, and the day following any other event of default. Such increased rate of interest shall continue until such delinquent amount(s), with interest thereon at the increased rate, shall have been paid or such other event of default has been cured to the satisfaction of the holder hereof. If this note is not paid when clue, each Obligor promises to pay all costs and expenses of collection and reasonable attorneys' fees incurred by the holder hereof on account of such collection, whether or not suit is filed thereon. Each Obligor shall be jointly and severally liable hereon and con- sents to renewals, replacements, and extensions of time for payment hereof, before, at, or after maturity; consents to the acceptance, release, or substi. tution of security for this note; and waives demand and protest and the right to assert any statute of limitations. Any married person who signs this instrument agrees that recourse may be had against his/her separate property for any obligations hereunder. The indebtedness evidenced hereby shall be payable in lawful money of the United States. In any action brought under or arising out of this note, each Obligor, including his/her successor(s) or assign(s), hereby consents to the jurisdiction of any competent court within the State of California, and consents to service of process by any means authorized by California Law. Refer to -the Credit Agreement dated February 25, 1977 between MIDPENINSULA REGIONAL PARK DISTRICT, maker and Union Bank, payee. MIDPENINSULA REGIONAL PARK DISTRICT By: By: Title Title By: By: Title Title 745 Distel Dr., Los Altos, Ca. 94022 By: Payment Guaranteed by• Title By: Title N-119 (REV. 12-76) t . 1®T Z CO :Lv 33- - N S Midpeninsula Regional Park District PAGE NO. 2 February 25, 1977 1. To provide Bank with an annual audit acceptable to Bank within 120 days of Borrower's fiscal year end. 2. To provide Bank an opinion letter satisfactory to Bank from counsel for Borrower expressing his opinion as to the legal authority of Borrower to enter into this agreement and that interest paid by Borrower is normally non-taxable under Federal or state statutes. 3. To maintain normal depository accounts of Borrower at Union Bank, Mid -Peninsula Regional Head Office. Interest charged by Bank to Borrower under this agreement shall be on an actual days outstanding and there shall be no prepayment penalty for early retirement of this debt. It is understood by Bank that subsequent financing of land acquisitions may require borrowings from other financial institutions which may require early retirement of this debt. Upon any default by Borrower under any of the terms or conditions of this agreement, or under any of the events of default listed in said Note, or a default occurs in any other loan or obligation to Union Bank or in any other loan or credit agreement, this loan shall, at the option of Bank, immediately terminate; and all sums of principal and interest remaining unpaid on loans made and notes issued under this credit agreement shall become immediately due and payable without notice. Your acknowledgement of this letter shall constitute acceptance of the foregoing terms and conditions. It is further agreed that this letter supercedes our commitment agreement dated December 8, 1976. Unless accepted, this commitment shall expire on March 15, 1977. ACKNOWLEDGED: MIDPENINSULA REGIONAL PARK DISTRICT By Title Date Yours truly, aryW. Kalbach Vice President Bruce Vanderberg Assistant Vice P sident '.T 1%T $ CD t 3E3 A. 194T i Mid -Peninsula Regional Head Office 400 University Avenue. Post Office Box 270. Palo Alto, California 94302 Telephone (415) 322-4541 February 25, 1977 Midpeninsula Regional Park District 745 Distel Avenue Los Altos, California 94022 Attention: Mr. John P. Melton, Controller Gentlemen: CREDIT AGREEMENT This is to confirm the availability of a loan in the amount of Three Hundred Ninety -Five Thousand Five Hundred Dollars ($395,500) by Union Bank ("Bank") to Midpeninsula Regional Park District ("Borrower") for land acquisition financing. Advances under this loan shall be evidenced by Bank's standard form of Promissory Note, and the terms and conditions of this letter are supplemental to said Note. Interest shall be at a rate of five and one-half percent (5 1/2%) per annum payable semi-annually. Notes under this commitment shall be drawn on a demand or one year basis with the initial note due on January 31, 1978. Repayment under this credit agreement shall be made on an annual basis at the maturity of each annual note in installments of $98,875. In consideration of Bank extending this credit to Borrower, and so long as any indebtedness under this credit agreement shall remain unpaid, Borrower agrees, unless Bank otherwise consents in writing: