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File Number: 20-594 <br />accompanying this Resolution. <br />NOW, Therefore, Be It and It Is Hereby RESOLVED by the City Council of the City of San <br />Leandro as follows: <br />Section 1. Findings and Determinations. It is hereby found and determined that the <br />terms of the Agreement, in the form presented to the City Council at this meeting, are in the best <br />interests of the City for the acquisition, financing and leasing of the Equipment. <br />Section 2. Approval of Documents. The form, terms and provisions of the Agreement, <br />the MOU and the Escrow Agreement are hereby approved in substantially the forms presented at <br />this meeting, with such insertions, omissions and changes as shall be approved by the City <br />Manager, Assistant City Manager, Finance Director or any of them (each, an “Authorized <br />Officer”), the execution of the Agreement, the MOU and the Escrow Agreement being conclusive <br />evidence of such approval; and each of the Authorized Officers is hereby authorized and directed <br />to execute, and the City Clerk is hereby authorized and directed to attest, the Agreement, the <br />MOU and the Escrow Agreement. <br />Section 3.Other Actions Authorized. Each of the Authorized Officers and each of the other <br />officers and employees of the City shall take all actions necessary or reasonably required to carry <br />out, give effect to and consummate the transactions contemplated thereby (including the <br />execution and delivery of certificates and disbursement requests and any other tax certificates <br />and agreements, as contemplated in the Agreement) and to take all actions necessary in <br />conformity therewith, including, without limitation, the execution and delivery of any tax certificates <br />and other documents required to be delivered in connection with the Agreement, the MOU and <br />the Escrow Agreement. Whenever in this Resolution any officer of the City is authorized to <br />execute or attest any document or take any action, such execution, attestation or action may be <br />taken on behalf of such officer by any person designated by such officer to act on his or her behalf <br />in the case such officer shall be absent or unavailable, and any references to any officer of the <br />City shall include any person holding such office in an “interim” or “acting” capacity. <br />Section 4No General Liability. Nothing contained in this Resolution, the Agreement, the <br />Escrow Agreement, the MOU nor any other instrument shall be construed with respect to the City <br />as incurring a pecuniary liability or charge upon the general credit of the City or against its taxing <br />power of the City, nor shall the breach of any agreement or covenant contained in the Agreement, <br />the Escrow Agreement, the MOU or any other instrument or document executed in connection <br />therewith impose any pecuniary liability upon the City or any charge upon its general credit or <br />against its taxing power, except to the extent that the Rental Payments payable under the <br />Agreement are limited obligations of the City, subject to annual appropriation by this City Council, <br />as provided in the Agreement. <br />Section 5.Appointment of Authorized City Representatives. Each of the Authorized <br />Officers is hereby designated to act as authorized representatives of the City for purposes of the <br />Agreement, the MOU and the Escrow Agreement until such time as the City Council shall <br />designate any other or different authorized representative for purposes of the Agreement, the <br />MOU and/or the Escrow Agreement. <br />Section 6. Professional Services. Jones Hall, A Professional Law Corporation, is hereby <br />appointed as special counsel to the City in connection with the financing contemplated by this <br />Resolution, and any legal services agreement with said firm previously executed is hereby ratified <br />and confirmed. <br />Section 7.Severability. If any section, paragraph, clause or provision of this Resolution <br />shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of <br />such section, paragraph, clause or provision shall not affect any of the remaining provisions of this <br />Resolution. <br />Page 2 City of San Leandro Printed on 12/30/2020 <br />346