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Home My WebLink AboutRES NO 141-17RESOLUTION NO. 14 1- 17 X -Retgg ci A RESOLUTION AUTHORIZING CITY OF BAKERSFIELD TO OBTAIN CREDIT FROM MUFG UNION BANK, N.A. PURSUANT TO COMMERCIAL CARD AGREEMENT SCHEDULE 10(A) CORPORATE BORROWING WHEREAS, City of Bakersfield, duly organized and existing under the laws of California with its chief executive office at 1600 Truxtun Ave., Bakersfield CA 93301 ('the Business ") desires to obtain present or future credit from, grant security to, or give guaranties or subordinations to MUFG Union Bank, N.A. ('Bank'); and WHEREAS, the Business desires that certain person(s) be authorized to act on its behalf from time to time in obtaining, among other things, such credit from, granting security to, or giving guaranties or subordinations to, Bank. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bakersfield as follows: The above recitals are true and correct and are incorporated by reference herein. 2. Authorization. Any One (1) of the following City employees is /are authorized and directed, in the name and on behalf of the Business, from time to time, with or without security, to obtain credit and other financial accommodations from Bank, or to give guaranties or subordinations to Bank, upon such terms as any such person(s) shall approve: 2.1 Finance Director 2.2 City Treasurer 2.3 Assistant Finance Director 2.4 Treasury Supervisor 3. Scope Of Authority. Without limiting the generality of the authority granted, each person designated in paragraph 2 above is authorized, from time to time, in the name and on behalf of the Business, to: 3.1 Incur Indebtedness to Bank in an amount NOT TO EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000.00). The word "Indebtedness" as used herein means all debts, obligations and liabilities, including without limitation obligations and liabilities under guaranties or subordinations, currently existing or now or hereafter made, incurred or created, whether voluntary or involuntary and however arising or evidenced, whether direct or acquired by assignment or oF0PKF9'I.� > m U � ORIGINAL succession, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether liability is individual or joint with others, all renewals, extensions and modifications thereof, and all attorneys' fees and costs incurred in connection with the negotiation, preparation, workout, collection and enforcement thereof; and 3.2 Execute, deliver and endorse with respect to Indebtedness to Bank, promissory notes, loan agreements, drafts, guaranties, subordinations, applications and agreements for letters of credit, acceptance agreements, applications and agreements pertaining to the payment and collection of documents, indemnities, waivers, purchase agreements and other financial undertakings, leases and other documents and agreements in connection therewith, and all renewals, extensions or modifications thereof; and 3.3 Sell to, or discount or rediscount with, Bank all negotiable instruments, including without limitation promissory notes, commercial paper, drafts, accounts, acceptances, leases, chattel paper, contracts, documents, instruments or evidences of debt at any time owned, held or drawn by the Business, and draw, endorse or transfer any of such instruments or documents on behalf of the Business, guarantee payment or repurchase thereof, and execute and deliver to Bank all documents and agreements in connection therewith, and all renewals, extensions or modifications thereof; and 3.4 Direct the disposition of the proceeds of any credit extended by Bank, and deliver to Bank and accept from Bank delivery of any property of the Business at any time held by Bank; and 3.5 Specify in writing to Bank the individuals who are authorized, in the name of and on behalf of the Business, to request advances under loans or credit lines made available by Bank to the Business, subject to the terms thereof. 4. Writings. Any instruments, documents, agreements or other writings executed under or pursuant to these resolutions (collectively, the "Authorization ") may be in such form and contain such terms and conditions as may be required by Bank in its sole discretion, and execution thereof by any officer authorized under the Authorization shall be conclusive evidence of such officer's and the Business's approval of the terms and conditions thereof. 5. Certification. The Secretary or any Assistant Secretary of the Business is hereby authorized and directed from time to time to certify to Bank a copy of this Authorization, the names and specimen signatures of the persons designated in paragraph 2 above, and any modification thereof. 6. Ratification /Amendment. The authority given under this Authorization shall be retroactive and any and all acts so authorized that are o BANe9T U O ORIGINAL performed prior to the formal adoption are hereby approved and ratified. In the event two or more resolutions of this Business are concurrently in effect, the provisions of each shall be cumulative, unless the latest shall specifically provide otherwise. The authority given hereby shall remain in full force and effect, and Bank is authorized and requested to rely and act thereon, until Bank shall have received at its Los Angeles Office a certified copy of a further resolution of the Business amending, rescinding or revoking the Authorization. 7. Requests For Credit. Credit may be requested by the Business from Bank in writing, by telephone, or by other telecommunication method acceptable to Bank. The Business recognizes and agrees that Bank cannot effectively determine whether a specific request purportedly made by or on behalf of the Business is actually authorized or authentic. As it is in the Business's best interest that Bank extend credit in response to these forms of request, the Business assumes all risks regarding the validity, authenticity and due authorization of any request purporting to be made by or on behalf of the Business. The Business is hereby authorized and directed to repay any credit that is extended by Bank pursuant to any request which Bank in good faith believes to be authorized, or when the proceeds of any credit are deposited to the account of the Business with Bank, regardless of whether any individual or entity other than the Business may have authority to draw against such account. 8. Business As Partner /Joint Venturer, LLC Member or Manager. Nothing in its organizational documents limits or prohibits the Business from acting as a general or limited partner of a partnership, a member or manager of a limited liability company, or joint venturer of a joint venture. Any person designated in paragraph 2 of the Authorization is authorized, on behalf of the Business, in its role as a general or limited partner, a member or manager, or a joint venturer, to execute, deliver and endorse all certificates, authorizations and agreements (i) to evidence the Business's role in and responsibilities to and for such partnership, limited liability company or joint venture so that Bank may rely thereon, and (ii) to evidence such partnership's, limited liability company's or joint venture's obligations and liabilities to Bank. 9. No Limitation By This Authorization. Nothing contained in this Authorization shall limit or modify the authority of any person to act on behalf of the Business as provided by law, any agreement or authorization relating to the Business or otherwise. 10. Indemnification. The Business unconditionally agrees to pay and protect, defend and indemnify Bank and Bank's employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives against, and hold Bank and each such other party harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including without limitation 0 0AK49p U O ORIGINAL attorneys' fees and costs) and other amounts incurred by Bank and each such other party, arising from the reliance by any such party on this Authorization. --------- 000--- - - - - -- HEREBY CERTIFY that the foregoing Resolution was passed and adopted by the Council of the City of Bakersfield at a regular meeting thereof held on OCT 1 12017 by the following vote: ✓ ✓ ✓ ✓ ✓ v ✓ AYES: COUNCILMEMBER RIVERA, GONZALES, WEIR, SMITH, FREEMAN, SULLIVAN, EARLIER NOES: COUNCILMEMBER woM ABSTAIN: COUNCILMEMBER NVN9 ABSENT: COUNCILMEMBER pJ rlca CHRISTOPHER) GERRY, Acting CITY CLERK and Ex Officio Clerk of APPROVED OCT 1 1 1017 the Council of the City of Bakersfield BY ✓ r WEN GOH Mayor APPROVED AS TO FORM: VIRGINIA GENNARO City Attorney gy 2� �11Li OSHUA H. RUDNICK Deputy City Attorney II JHR /vl S\ COUNCIL\ Resos\ I]- 10\MUFGBankCredil.Authotliall on Resodocx o eAKO, r m U () ORIGINAL