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05-0731_AMERICAN STERLING BANK_Corporate Resolution to Grant Collateral/GuaranteeCORPORATE RESOLUTION TO GRANT COLLAI "RAL / GUARANTEE ff _C Pai 1,oan 1iat� 07wimw q cai Act suit Uftteer 1 ritlats *'* References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or Rem Any item above containing ""'" has been omitted due to text length limitations. Borrower: Boys & Girls Clubs of Capistrano Valley, a California Non -Profit Corporation (TIN: 33-0529575) One Via Positiva San Juan Capistrano, CA 92675 Corporation City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 1, THE UNDERSIGNED, DO HEREBY CERTIFY THAT: Lender: AMERICAN STERLING BANK Sugar Creek Financial Center 535 South Sterling P. O. Box 6500 Sugar Creek, MO 64054 THE CORPORATION'S EXISTENCE. The complete and correct name of the Corporation is City of San Juan Capistrano ("Corporation"). The Corporation is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of California. The Corporation is duly authorized to transact business in all other states in which the Corporation is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which the Corporation is doing business. Specifically, the Corporation is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. The Corporation has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. The Corporation maintains an office at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675. Unless the Corporation has designated otherwise in writing, the principal office is the office at which the Corporation keeps its books and records. The Corporation will notify Lender prior to any change in the location of The Corporation's state of organization or any change in The Corporation's name. The Corporation shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi -governmental authority or court applicable to the Corporation and The Corporation's business activities. RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporationor R the Corpgrli9T is a close corporation having no Board of Directors than at a meeting of the Corporation's shareholders, duly called and held on :3 1( 1 r'f "! `/ , at which a quorum was present and voting, or by other duly authorized action in lieu of a meeting, the resolutions set forth in this Resolution were adopted. OFFICER. The following named person is an officer of City of San Juan Capistrano: NAMES TITLES AUTHORIZED ACTUALSIGNATURES David F. Adams City Manager Y X l ACTIONS AUTHORIZED. The authorized person listed above may enter into any agreements of any nature with Lender, and those agreements will bind the Corporation. Specifically, but without limitation, the authorized person is authorized, empowered, and directed to do the following for and on behalf of the Corporation: Guaranty. To guarantee or act as surety for loans or other financial accommodations,to Borrower from Lender on such guarantee or surety terms as may be agreed upon between the officer of the Corporation and Lender and in such sum or sums of money as in his or her judgment should be guaranteed or assured, without limit (the "Guaranty'). Grant Security. To mortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber and deliver to Lender any property now or hereafter belonging to the Corporation or in which the Corporation now or hereafter may have an interest, including without limitation all of the Corporation's real property and all of the Corporation's personal property (tangible or intangible), as security for the Guaranty, and as a security for the payment of any loans, any promissory notes, or any other or further indebtedness of Boys & Gids Clubs of Capistrano Valley, a California Non-ProfR Corporation to Lender at any time owing, however the same may be evidenced. Such property may be mortgaged, pledged, transferred, endorsed, hypothecated or encumbered at the time such loans are obtained or such indebtedness is incurred, or at any other time or times, and may be either in addition to or in lieu of any property theretofore mortgaged, pledged, transferred, endorsed, hypothecated or encumbered. The provisions of this Resolution authorizing or relating to the pledge, mortgage, transfer, endorsement, hypothecation, granting of a security interest in, or in any way encumbering, the assets of the Corporation shall include, without limitation, doing so in order to lend collateral security for the indebtedness, now or hereafter existing, and of any nature whatsoever, of Boys & Gids Clubs of Capistrano Valley, a California Non-ProfR Corporation to Lender. The Corporation has considered the value to itself of lending collateral in support of such indebtedness, and the Corporation represents to Lender that the Corporation is benefited by doing so. Execute Security Documents. To execute and deliver to Lender the forms of mortgage, deed of trust, pledge agreement, hypothecation agreement, and other security agreements and financing statements which Lender may require and which shall evidence the terns and conditions under and pursuant to which such liens and encumbrances, or any of them, are given; and also to execute and deliver to Lender any other written instruments, any chattel paper, or any other collateral, of any kind or nature, which Lender may deem necessary or proper in connection with or pertaining to the giving of the liens and encumbrances. Further Acts. To do and perform such other acts and things and to execute and deliver such other documents and agreements as the officer may in his or her discretion deem reasonably necessary or proper in order to carry into effect the provisions of this Resolution. ASSUMED BUSINESS NAMES. The Corporation has filed or recorded all documents or filings required by law relating to all assumed business names used by the Corporation. Excluding the name of the Corporation, the following is a complete list of all assumed business names under which the Corporation does business: None. NOTICES TO LENDER. The Corporation will promptly notify Lender in writing at Lender's address shown above (or such other addresses as Lender may designate from time to time) prior to any (A) change in the Corporation's name; (B) change in the Corporation's assumed business name(s); (C) change in the management of the Corporation; (D) change in the authorized signer(s); (E) change in the Corporation's principal office address; (F) change in the Corporation's state of organization; (G) conversion of the Corporation to a new or different type of business entity; or (H) change in any other aspect of the Corporation that directly or indirectly relates to any agreements between the Corporation and Lender. No change in the Corporation's name or state of organization will take effect until atter Lender has received notice. CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS. The officer named above is duly elected, appointed, or employed by or for the Corporation, as the case may be, and occupies the position set opposite his or her respective name. This Resolution now stands of record on the CORPORATE RE„JLUTION TO GRANT COLLATEhAL / GUARANTEE Loan No: 0151749901 (Continued) Page 2 books of the Corporation, is in full force and effect, and has not been modified or revoked in any manner whatsoever. NO CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no seal is affixed to this Resolution. CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and performed prior to the passage of this Resolution are hereby ratified and approved. This Resolution shall be continuing, shall remain in full force and effect and Lender may rely on it until written notice of its revocation shall have been delivered to and received by Lender at Lender's address shown above (or such addresses as Lender may designate from time to time). Any such notice shall not affect any of the Corporation's agreements or commitments in effect at the time notice is given. IN TESTIMONY WHEREOF, 1 have hereunto set my hand. I have read all the provisions of this ResolyIto n, and I personally and on behalf of the Corporation certify that all statements and r resented ns TI gesglptlon,are true�and correct. This Corporate Resolution to Grant Collateral / Guarantee is dated Uokl-tly7 C�¢�,/1 CERTIFIED TO AND ATTESTED BY: David F. Adams, City Manager of City of San Juan Capistrano NOTE: ff the officer signing this Resolution is designated by the foregoing document as one of the officers authorized to act on the Corporation's behalf, h is advlsable to have this Resolution signed by at least me nm-authodzed officer of the Coiporagon. usw wu u.e,o. v.,. azs.m.mz caw w,we rr..Kri se,m., iT. fen. aas �n eyw a.w..a.. cwiw iicowersxcruna+a.rc ram CERTIFIED COPY RESOLUTION NO. 99-6-1-6 GUARANTEE OF REPAYMENT OF CONSTRUCTION LOAN - AMERICAN STERLING BANK (BOYS & GIRLS CLUB OF CAPISTRANO VALLEYI A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, RELATING TO A CONSTRUCTION LOAN GUARANTEE FROM AMERICAN STERLING BANKFORTHE BOYS & GIRLS CLUB OF CAPISTRANO VALLEY FACILITY AT THE COMMUNITY CENTER SITE WHEREAS, the Boys & Girls Club of Capistrano Valley (the "Club") has entered into a lease with the City of San Juan Capistrano providing for the lease of approximately 11,000 square feet of City -owned land to the Club; and, WHEREAS, the Club will construct on the lease land, a Boys & Girls Club facility as depicted on the site plan attached to the lease; and, WHEREAS, the Club will construct the facility with a combination of funding, including the availability of a line of credit (construction loan) from American Sterling Bank in the amount of $1,300,000; and, WHEREAS, the City has agreed in the subject lease to guarantee the repayment of the construction loan in full in the event of a Club default. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of San Juan Capistrano that the City:of San Juan Capistrano does hereby guarantee the repayment of that certain construction loan in the amount of up to $1,300,000 to American Sterling Bank in the event of a default by the Boys & Girls Club of Capistrano Valley. PASSED, APPROVED, AND ADOPTED this I st day of .Tune '1999. ATTEST: CITY CLERIO U4.t_ 1X4_J4 HN GREINER, MAYOR -I- 207 RM STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF SAN JUAN CAPISTRANO ) I, CHERYL JOHNSON, City Clerk of the City of San Juan Capistrano, California, DO HEREBY CERTIFY that the foregoing is a true and correct copy of Resolution No. 99-6-1-6 adopted by the City Council of the City of San Juan Capistrano, California, at a regular meeting thereof held on the day of Anne 1999, by the following vote: AYES: Council Members Jones, Swerdlin, Campbell and Mayor Greiner NOES: None ABSTAIN: Council Member Hart ABSENT: None (SEAL) CHERYL JOHIVOW,CITY CLERK -2- The foregoing instrumant is a orrs of the original on fit this office. Attest: 20 City Clerk of the Cily of San Ju C istr o, ounty Of grog, a horni By: