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2911419 JH:SMadw 03/19/03 <br />04/07/03 <br />CITY OF SAN LEANDRO, CALIFORNIA <br />RESOLUTION NO. 2003-109 (2989) <br />RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF NOT TO <br />EXCEED $15,000,000 CERTIFICATES OF PARTICIPATION, AUTHORIZING AND <br />DIRECTING EXECUTION OF RELATED LEASE FINANCING DOCUMENTS, <br />TRUST AGREEMENT, AND CERTIFICATE PURCHASE AGREEMENT, <br />APPROVING OFFICIAL STATEMENT AND AUTHORIZING OFFICIAL ACTIONS <br />RESOLVED, by the City of San Leandro, California (the "City"), as follows: <br />WHEREAS, the Authority and the City have heretofore caused the execution and <br />delivery of Certificates of Participation (1993 Seismic Retrofit Financing Project) (the "1993 <br />Certificates') evidencing the direct, undivided fractional interest of the owner hereof in lease <br />payments to be made by the City as the rental for certain property pursuant to a Lease <br />Agreement dated as of June 1,1993 (the "1993 Lease Agreement") with the Authority; and <br />WHEREAS, the proceeds of the 1993 Certificates were used to provide certain capital <br />improvements to the City Hall of the City; and <br />WHEREAS, in order to provide funds to allow the' City to prepay its obligations under <br />the 1993 Lease and to refund the 1993 Certificates, and to finance additional capital <br />improvements of the City, the City has agreed to lease certain real property, consisting of the <br />City's existing City Hall (the "Leased Premises"), to the Authority as provided in the Site Lease, <br />as defined herein, and has further agreed to sublease the Leased Premises back from the <br />Authority pursuant to that certain Lease Agreement expected to be dated as of May 1, 2003, by <br />and between the Authority as sublessor and the City as sublessee (the "Lease Agreement"); and <br />WHEREAS, the City proposes to assign and transfer certain of its rights under the Lease <br />Agreement to the Trustee and, in consideration of such assignment and the execution of a Trust <br />Agreement expected to be dated as of May 1, 2003 among the City, the Authority and U.S. Bank <br />National Association, as trustee (the "Trustee"), the Trustee has agreed to execute and deliver <br />2003 Certificates of Participation (City Hall Refunding Project) in the aggregate principal <br />amount of not to exceed $15,000,000 (the "Certificates"), each evidencing a direct, undivided <br />fractional interest in the lease payments to be paid by the City pursuant to the Lease <br />Agreement; and <br />WHEREAS, for purposes of the sale of the Certificates, Disclosure Counsel, as <br />hereinafter defined, has caused to be prepared an Official Statement describing the Certificates, <br />the preliminary form of which is on file with the City Clerk and the Members of the City <br />Council, with the aid of their staff, have undertaken such review of the Official Statement as <br />hereinafter described as is necessary to assure proper disclosure of all material facts relating to <br />the Certificates that are within the personal knowledge of Council members and the staff; <br />