Resolution 13912CITY OF ALAMEDA RESOLUTION NO. 13912
AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER
EQUIPMENT LEASE - PURCHASE AGREEMENT, AN ` ESCROW
AGREEMENT AND SEPARATE EQUIPMENT SCHEDULES WITH
RESPECT TO THE ACQUISITION, PURCHASE, FINANCING AND
LEASING OF CERTAIN EQUIPMENT FOR THE PUBLIC BENEFIT
AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS
REQUIRED IN CONNECTION THEREWITH; AND AUTHORIZING
THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY
THIS RESOLUTION
WHEREAS, City of Alameda, California (Lessee), a body politic and
corporate duly organized and existing as a political subdivision, municipal corporation or
similar public entity of the State of California, is authorized by the laws of the State of
California to purchase, acquire and lease personal property for the benefits of the
Lessee and its inhabitants and to enter into contracts with respect thereto; and
WHEREAS, the Lessee desires to purchase, acquire and lease certain
equipment constituting personal property necessary for the Lessee to perform essential
governmental functions; and
WHEREAS, in order to acquire such equipment, the Lessee proposes to
enter into that certain Master Equipment Lease - Purchase Agreement (Agreement) and
separate Equipment Schedules form time to time as provided in the Agreement with
California First Leasing Corporation (Lessor) and that certain Escrow Agreement with
the Lessor and Deutsche Bank National Trust Company, as, escrow agent, the forms of
which have been presented to the governing body of the Lessee at the meeting; and
WHEREAS, the governing body of the Lessee deems it for the benefit of
the Lessee and for the efficient and effective administration thereof to enter into the
Agreement and the separate Equipment Schedules as provided in the Agreement for
the purchase, acquisition and leasing of the equipment to be therein described on the
terms and conditions therein provided;
NOW THEREFORE, BE IT RESOLVED by the City Council of the City of
Alameda, as follows:
Section 1. Approval of Documents. The form, terms and provisions of the
Agreement, the Escrow Agreement and the separate Equipment Schedules as provided
in the Agreement are hereby approved in substantially the forms presented at this
meeting, with such insertions, omissions and changes as shall be approved by the City
Manager of the Lessee or other members of the governing body of the Lessee
executing the same, the execution of such documents being conclusive evidence of
such approval; and the City Manager of the Lessee is hereby authorized and directed to
execute, and the Chief Financial Officer of the Lessee is hereby authorized and directed
to attest and countersign, the Agreement, the Escrow Agreement and each Equipment
Schedule (including such Exhibits) to the respective parties thereto, and the City Clerk
of the Lessee is hereby authorized to affix the seal of the Lessee to such documents.
Section 2. Other Actions Authorized. The officers and employees of the
Lessee shall take all action necessary or reasonably required by the parties to the
Agreement, the Escrow Agreement and each Equipment Schedule to carry out, give
effect to and consummate the transactions contemplated thereby (including the
execution and delivery of Acceptance Certificates and any tax certificate and
agreement, each with respect to separate Equipment Schedules, as contemplated in
the Agreement) and to take all action necessary in conformity therewith, including,
without limitation, the execution and delivery of any closing and other documents
required to be delivered in connection with the Agreement, the Escrow Agreement and
each Equipment Schedule.
Section 3. No General Liability. Nothing contained in this Resolution, the
Agreement, the Escrow Agreement, any Equipment Schedule nor any other instrument
shall be construed with respect to the Lessee as incurring a pecuniary liability or charge
upon the general credit of the Lessee or against its taxing power, nor shall the breach of
any agreement contained in the Resolution, the Agreement, the Escrow Agreement, any
Equipment Schedule or any other instrument or document executed in connection
therewith impose any pecuniary liability upon the Lessee or any charge upon its general
credit or against its taxing power, except to the extent that the rental payments payable
under each Lease are special limited obligations of the Lessee as provided in such
Lease.
Section 4. Appointment of Authorized Lessee Representatives. The City
Manager and Chief Financial of the Lessee are each hereby designated to act as
authorized representatives of the Lessee for purposed of the Agreement, the Escrow
Agreement and each Equipment Schedule until such time as the governing body of the
Lessee shall designate any other or different authorized representative for purposes of
the Agreement, the Escrow Agreement and each Equipment Schedule.
Section 5. Severability. If any section, paragraph, clause or provision of
the Resolution shall for any reason 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 provisions of this Resolution.
Section 6. Repealer. All bylaws, orders and resolutions or parts thereof,
inconsistent herewith, are hereby repealed to the extent only of such inconsistency.
This repealer shall not be construed as reviving any bylaw, order, resolution or
ordinance or part thereof.
Section 7. Effective Date. This Resolution shall be effective immediately upon its
approval and adoption.
I, the undersigned, hereby certify that the foregoing Resolution was duly and regularly
adopted and passed by the Council of the City of Alameda in the regular meeting of the City
Council on the 6th day of December, 2005, by the following vote to wit:
AYES: Councilmembers Daysog, deHaan, Gilmore, Matarrese
and Mayor Johnson — 5
NOES:
None..
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said City
this 7th day of December, 2005.
Lara Weisiger, City Cl
City of Alameda