HomeMy WebLinkAbout92-38 ~.SOLUTION NO. 92-~...
PURCHASE AGREEMENT AND A SUB-LEASE PURCHASE AGREEMENT
TO FINANCE THE ACQUISITION OF A BUILDING FOR THE
GREATER UKIAH SENIOR CENTER, INC.
WHEREAS, there has been presented to the City Council of the City of Ukiah, California (the
"Issuer") proposed forms of each of the following:
1. Lease-Pta'chase Agreement, dated as of (the "Lease-Purchase
Agreement"), between MPA Leasing Corporation, as lessor, and the Issuer, as lessee, attached hereto
as Exhibit A; and
2. Sublease-Purchase Agreement, dated as of (the "Sublease
Agreement-), between the Issuer, as sublessor, and The Greater Ukiah Senior Center, Inc., as
sublessee, attached HERETO as Exhibit B;
NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF UKIAH
THAT:
Section 1. It is hereby found that the Issuer is authorized by the laws of the State of California to
acquire the "Equipment" (which is generally described in Exhibit A to the Lease-Purchase Agreement).
Section 2. The Lease-Purchase Agreement and the Sublease Agreement (hereinafter collectively
referred to as the -Agreements-) are hereby approved in substantially the form and substance attached
hereto as Exhibits A and B, respectively, and the City Manacjer of the Issuer is hereby
authorized and directed, for and on behalf of the Issuer, to date, sign, and otherwise execute such
documents, and the City Clerk of the Issuer is hereby authorized to affix the seal of the
Issuer thereto and to attest such documents, and such officers are hereby authorized to deliver such
documents to the other parties to such documents. Upon execution by all parties to the respective
documents and delivery thereof in final form, such documents shall be binding upon the Issuer in
accordance with the terms and provisions thereof.
Section 3. The Members of the City Council of the Issuer shall be and they are hereby expressly
authorized, empowered, and directed from time to time and at any time to do and perform all such acts
and things and to execute, acknowledge, and deliver in the name and under the seal and on behalf of
the Issuer all such instruments, whether or not herein mentioned, as may be necessary or desirable in
order to carry out the terms and provisions of this Resolution. The members of the City Council of the
Issuer are further authorized, empowered and dire~otOrnao_pet)rove on behalf of the Issuer any and all
changes approved by David J. Rap_t:ort: Cfi-tv/'-,'a~s"counsel to the Issuer, to the Agreements, and
their approval of all such changes shall be e~,'idenced by their execution and delivery of such
documents in final form.
Section 4. All action (not inconsistent with provisions of this Resolution) heretofore taken by the
governing body of the Issuer and the officers or consultants of the Issuer in connection with the
transaction contemplated by this Resolution and the Agreements shall be and the same hereby is
ratified, approved, and confirmed.
Section 5. The members each being an authorized representative of the Issuer having responsibility
with respect to the transaction contemplated by this Resolution, are authorized and directed, alone or in
conjunction with any other official, employee, or consultant of the Issuer to give an appropriate
certificate on behalf of the Issuer, for inclusion in tile transcript of proceedings relating to such
transaction setting forth the facts, estimates, and circumstances and reasonable expectations pertaining
to Section 148 of tile Internal Revenue Ct×lo ()f 19S6, :is amended (the "Code").
Section 6. The actions of the Issuer contained in this Resolution shall be subject to and conditioned
upon the receipt by the Issuer, at or before the date of closing of the transaction contemplated by this
Resolution of such opinions, evidences, certificates, instruments, or other documents as shall be
requested by counsel to the Issuer and Special Tax Counsel to evidence the due performance or
satisfaction by the Issuer and the respective parties to the Agreements, at or prior to such time, of all
agreements then to be performed and all conditions then to be satisfied by each of them.
Section 7. If any section, paragraph, clause, or provision of this Resolution shall be held to be invalid
or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision
shall not affect any of the remaining portions of this Resolution. In case any obligation of the Issuer
authorized or established by this Resolution is held to be in violation of law as applied to any person or
in any circumstance, such obligation shall be deemed to be the obligation of the Issuer to the fullest
extent permitted by law.
PASSED AND APPROVED THIS 19rH DAY of February 1992 by the following
Mj[yor, City of Ukiah
C6~een B. Henderson
'~ity Cle~, City off~Jkiah Cathy/ McKayf
APPROVED AS TO FORM:
AYES:Councilmembers McMichael,
Wattenburger, Shoemaker, and 5Mayor :H~ndersc
NOES: None
ABSENT: Councilmember Schneiter
City Attorney
David Rapport