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HomeMy WebLinkAbout93-01EXHIBIT F RESOLUTION NO. 93-1 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH APPROVING THE LEASE-PURCHASE AGREEMENT, SUBLEASE PURCHASE AGREEMENT, AND ESCROW 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-Purchase Agreement, dated as of August 15, 1992 (the "Lease-Purchase Agreement"), between MPA Leasing Corporation, and the Issuer, as lessee, attached hereto as Exhibit A; 2. Sublease-Purchase Agreement, dated as of August 15, 1992 (the "Sublease Agreement"), between the Issuer, as sublessor, and the Greater Ukiah Senior Center, Inc. (the "Sublessee"), as sublessee, attached hereto as Exhibit B; and 3. Escrow Agreement dated as of August 15, 1992 (the "Escrow Agreement"), between the Lessor, the Issuer, the Sublessee and Ameritrust N.A., Dallas, Texas, as escrow agent, attached hereto as Exhibit C. 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, the Sublease Agreement, and the Escrow Agreement (hereinafter collectively referred to as the "Agreements") are hereby approved in substantially the form and substance attached hereto as Exhibits A, B and C respectively, and the City Manager 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 S:\U\RESOS\SENIOR 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 City Manager of the Issuer shall be and he is 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 City Manager of the Issuer is further authorized, empowered and directed to approve on behalf of the Issuer any and all changes approved by the City Attorney, as counsel to the Issuer, to the Agreements, and his approval of all such changes shall be evidenced by his execution and delivery of such documents in final form. Section 4. Ail action (not inconsistent with the 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 City Manager being an authorized representative of the Issuer having responsibility with respect to the transaction contemplated by this Resolution, is 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 the transcript of proceedings relating to such transaction setting forth the facts, estimates, and circumstances and reasonable expectations pertaining to Section 148 of the Internal Revenue Code of 1986, as 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 S:\U\RESOS\SENIOR 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 ADOPTED on roll call vote: July 15, , 1992, by the following AYES: NOES: C0uncilmembers McMichael, Wattenburger, Shoemaker, and Mayor Schneiter None ABSENT: None Mayor Fred Schneiter S:\U\RESOS\SENIOR