HomeMy WebLinkAboutReso 1988-13429
RESOLUTION NO. 13429
RESOLUTI ON OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA GUARANTEEING THE REDEVELOPMENT
AGENCY'S LOAN FOR A MAXIMUM OF $694,068 FROM BANK
OF AMERICA FOR THE AGENCY PURCHASE OF UNSOLD
SPACES AT ORANGE TREE MOBILEHOME PARK AND
APPROVING THE CONTINUING GUARANTEE AND THE
RESOLUTION TO SIGN GUARANTEE
The City Council of the City of Chula Vista does hereby resolve as follows:
WHEREAS, the Redevelopment Agency has pledged to purchase unsol d
spaces at Orange Tree Mobilehome Park, and has a loan commitment from Bank of
America for 75% of the cost to purchase; and
WHEREAS, the Bank of Ameri ca requi res that the City guarantee the
Agency's loan; and
WHEREAS, the City Council desires to assist the Redevelopment Agency
in securing this loan by guaranteeing the Agency's loan to purchase; and
WHEREAS, the "Continuing Guarantee" and the "Resolution To Sign
Guarantee" attached hereto as though fully set forth and incorporated herei n
are requi red by the Bank to secure the Agency IS loan.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Chul a Vi sta does hereby guarantee the Agency's loan from the Bank of Ameri ca
for a maximum of $694,068 to purchase unsold spaces at Orange Tree Mobilehome
Park.
BE IT FURTHER RESOLVED that the City Counci 1 app roves the above
mentioned "Continuing Guarantee" and the "Resolution To Sign Guarantee", and
authorizes the Mayor, City Manager, and Community Development Director to sign
said documents.
present~y,
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Paul G. Desrochers, Communi ty
Development Director
I¡PC 3364H
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ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
ChuLA VISTA, CALIFORNIA, this 26th day of January
19 ~. by the following vote, to_it:
AYES; Counc i 1 members McCandliss, Nader, Moore, Malcolm
NAYES; Council members None
ABSTAIN; Counci 1 members None
ABSENT: Councilmembers Cox
~ ~dy gc~ V."
ATTEST fin,..., ~ q.~
City er
S', ¿ OF CALIFORNIA )
COUNTY OF SAN DIEGO ) 55.
CITY OF CHULA VISTA )
" JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chula Vista, California,
DO HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 13429 . and that the same has not been amended or repealed
DATED
~~f?
~ City Clerk
...... -- --
env OF
CHUu\ VISTA
(C-660
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Bank of America
Corporate Resolution to Sign Guaranty
Resolvedthat the City of Chula Vista, Resolved that this corporation will receive a business
a ..J11un i c i pa 1 benefit from the borrower's financial arrangements with
corporation, guarantee payment of the debt of The Redev- the Bank and therefore will benefit from guaranteeing the
e 1 opmf'nt Agf'ncy of the City of Chul a Vi s ta debt.
(the borrower) to Bank of America National Trust and
Savings Association (the Bank).
1, Debt
Resolved that at anyone time the total guaranty This amount is in addition to any other debt of the same
authorized by this resoiution is iimited to the principal borrower guaranteed under the authorization of separate
amount of $694.068.00 plus any interest and fees. resolutions.
2. Authorization
Resolved that any ~ of the officers named below . grant a security interest in any propertx owned or
(and their successors in office) are authorized to: controlled by the corporation as security for the
- guaranty; and
sign the guaranty for the corporation; . sign and deliver to the Bank any additional documents
the Bank may require and the officers approve.
The authorized officers are;
1. Gregory R. Cox Mayor
Name Title
2. John Goss City Manager
Name Title
3.~. Desrochers Community Development Director
Name Title
4.-
Name Title
3. Revocation
Resolved that the Bank is authorized to act on this resolution until notified in writing of its revocation.
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N,245 BB 10,86
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4. Secretary's Certification
I, M~ry r.h~"p. I also certify that this resolution is still in effect and has not
the corporate secretary of the corporation named above, been amended or revoked. The signatures below are -
certify that this is an accurate copy of a resolution of its those of the officers authorized to sign for this corporatic
board of directors. The board adopted it as required by by this resolution.
state law and the corporation's by-laws. It was adopted by
a quorum of the board on January 26th 19~. This certification is datE)d Tanuary 29 19~.
5. Signatures
GAtG.ofJ.1( A. Cóx
Print name
:¡; II" Þ. C;", So <;.
Print name
hÄ'l; fr, , y;'
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I STATE OF CALIFORNIA }s
COUNTY OF San Diego
On this 8th day of February , in the year 19~,
before me, the undersigned, a Notary Public in and for said State, personaily appeared
Gregory R. Cox ---.,
and Paul G. Desrochers
I ' personaiiy known 'v me
~Ie)I J!OCIIJI~ to be the persons who executed the
within instrument as Agency Chairman and Agency Secrefary,
respectively, of the Corporation therein named, and acknowiedged to me that the Corporation
Il ._,-",--". ,"-_,_m__'" executed it pursuant to its by,iaws or a resoiution of its board of directors,
@1983WOLCOTTS,,"C (p"""",S'2)
STATE OF CALIFORNIA }s
COUNTY OF San Diego
On this 8th day of February , in the year 19~,
before me, the undersigned, a Notary Public in and for said State, personaiiy appeared
John Goss
I and ---------------
~ o"'"iA"'" ------------------ , personaiiy known to me
I - Mary Elaine Chavez ~meJQJI~~~) to be the person who executed the
°,'" , : NOTARY PUBLIC CALIFORNIA within instrument as "vpc"H"p nirectorand ---------- Secretary,
. t-. . PRINCOPAL OFFICE IN
, SAN OIEGOCnUNTY respectiveiy, of the Corporation therein named, and acknowiedged to me that the Corporation
"~f;'~ommISSIon Expires Mar, \, 1991 executed it pursuant to its by,iaws or a resolution of its board of directors.
~~., ""'H""-. --
ACKNOWLEOGMENT-C"p-P",' 5,,-W",,", F"m mCA-'.. 1183
""98,WOLCOTTS.INC <P'¡" "",S'2}
-,-
BORROWER:
GUARANTOR:
CONTINUING GUARANTY
To Iß Bank of America
N"""" T,"" "ed 5"""9< A<=,"..,e
(1) For valuable consideration, the undersigned (hereinafter called Guarantors) jointly and severally
unconditionally guarantee and promise to pay to BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION (hereinafter called Bank), or order, on demand, in lawful money of the United
States, any and all indebtedness of the Redevelopment Aqency of the Ci ty of Chul a Vi sta
(hereinafter called Borrowers) to Bank. The word "indebtedness" is used herein in its most comprehensive
sense and includes any and all advances, debts, obligations and liabilities of Borrowers or anyone or
more ofthem, heretofore, now, or hereafter made, incurred or created, whether voluntary or involuntary
and however arising, whether director acquired by Bank by assignment or succession, whether due or not
due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether
Borrowers may be liable individually or jointly with others, or whether recovery upon such indebtedness
may be or hereafter become barred by any statute oflimitations, or whether such indebtedness may be or
hereafter becomes otherwise unenforceable.
(2) The liability of Guarantors under this guaranty shall not exceed at anyone time the sum of
Six hundred ninety-four thousand and sixty-eiqht Dollars ($ 694,068.00 )
for principal, together with all interest upon the indebtedness or upon such part thereof as shall not
exceed the foregoing limitation (exclusive of liability under any other guaranties executed by
Guarantors). Notwithstanding the foregoing, Bank may permit the indebtedness of Borrowers to
exceed Guar~ntors' liability. This is a continuing guaranty relating to any indebtedness, including
that arising under successive transactions which shall either continue the indebtedness or from time
to time renew it after it has been satisfied. This guaranty shall not apply to any indebtedness
created after actual receipt by Bank of written notice of its revocation as to future transactions. Any
payment by Guarantors shall not reduce their maximum obligation hereunder, unless written notice
to that effect be actually received by Bank at or prior to the time of such payment.
(3) The obligations hereunder are joint and several, and independent of the obligations of
Borrowers, and a separate action or actions may be brought and prosecuted against Guarantors
whether action is brought against Borrowers or whether Borrowers be joined in any such action or
actions; and Guarantors waive the benefit of any statute of limitations affecting their liability
hereunder or the enforcement thereof.
(4) Guarantors authorize Bank, without notice or demand and without affecting their liability
hereunder, from time to time to (a) renew, compromise, extend, accelerate or otherwise change the
time for payment of, or otherwise change the terms of the indebtedness or any part thereof,
including increase or decrease of the rate of interest thereon; (b) take and hold security for the
payment of this guaranty or the indebtedness guaranteed, and exchange, enforce, waive and release
any such security; (c) apply such security and direct the order or manner of sale thereof as Bank in
its discretion may determine; and (d) release or substitute anyone or more of the endorsers or
guarantors. Bank may without notice assign this guaranty in whole or in part.
(5) Guarantors waive any right to require Bank to (a) proceed against Borrowers; (b) proceed
against or exhaust any security held from Borrowers; or (c) pursue any other remedy in Bank's power
whatsoever. Guarantors waive any defense arising by reason of any disability or other defense of
Borrowers or by reason of the cessation from any cause whatsoever of the liability of Borrowers. Until
all indebtedness of Borrowers to Bank shall have been paid in full, even though such indebtedness is in
excess of Guarantors' liability hereunder, Guarantors shall have no right of subrogation, and waive
any right to enforce any remedy which Bank now has or may hereafter have against Borrowers, and
waive any benefit of, and any right to participate in any security now or hereafter held by Bank. Bank
may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the
indebtedness, and, even though the foreclosure may destroy or diminish Guarantors' rights against
Borrowers, Guarantors shall be liable to Bank for any part ofthe indebtedness remaining unpaid after
the foreclosure. Guarantors waive all presentments, demands for performance, notices of non
performance, protests, notices of protest, notices of dishonor, and notices of acceptance ofthis guaranty
and of the existence, creation, or incurring of new or additional indebtedness.
(6) In addition to all liens upon, arid rights of setoff against the moneys, securities or other property of
Guarantors given to Bank by law, Bank shall have a lien upon and a right of setoff against all moneys,
securities and other property of Guarantors now or hereafter in the possession of or on deposit with Bank,
"", 3,55 "-"' , -,-,." , ",,-,-
whethv held in a general or 'pecial account or deposit, or for safekeeping or other-wise; a qd every such
lien and right of setoff may be exercised without demand upon or notice to Guarantors. No lien or right
of ,<toff shall be deemed to have beeo waived by any act or conduct on the part of Bank, or by any
neglect to exercise such right of setoff or to enforce such lien, or by any delay io so doing, and every
right of setoff and lien shall continue in full force and effect until such right of setoff or lien is
,pecifically waived or released by an instrument in writing executed by Bank. -
(7) Any indebtedness of Borrowers now or hereafter held by Guarantors is hereby subordinated to
the indebtedness of Borrowers to Bank; and such indebtedness of Borrowers to Guarantors if Bank so
request shall be collected, enforced and received by Guarantors as trustees for Bank and be paid over to
Ban); on account of the indebtedness of Borrowers to Bank but without reducing or affecting in any
manner the liability of Guarantors under the other provisions of this guaranty.
(8) Where anyone or more of Borrowers are corporations or partnerships it is not necessary for
Bank to inquire into the powers of Borrowers or of the officers, directors, partners or agents acting or
purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed
exerci,e of such powers shall be guaranteed hereunder.
(9) Guarantors agree to pay a reasonable attorney's fee and all other costs and expenses which may
be incurred by Bank in the enforcement ofthis Guaranty.
(10) Any married person who signs this guaranty hereby expressly agrees that recourse may be had
against such person's separate property for all obligations under this guaranty.
(11) Where there is but a single Borrower, or where a single Guarantor executes this guaranty, then
all words used herein in the plural shall be deemed to have been used in the singular where the context
and construction so require; and when there is more than one Borrower named herein, or when this
guaranty is executed by more than one Guarantor, the words "Borrowers" and "Guarantors" respectively
shall mean all and anyone or more ofthem.
(12) This Agreement shall be governed by and construed according to the laws of the State of
California, to the jurisdiction of which the parties hereto s bmit.
Executed this .:<7-d-- day of ,19~
Witnessed
Witness Guarantor
Address Print Name
276 Fourth Ave., Chula Vista
Address
City Tax ID NO. 95-6000-690
Soc. Sec. No. or 1.0. No.
l:L--
Witness Guarantor
Address Print Name
276 Fourth Ave., Chula Vista
Address
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Witness Guarantor
Paul G. Des roc hers
Address Print Name
276 Fourth Ave.. Chula Vista
Address
Soc. Sec. No. or 1.0. No.
-
Guarantor
Print Name
Address
~-----, SOl' See No or Tn No