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` , ~ 29114-15 JH:SM:ldw 9/17/01 9/28/01 v CITY OF SAN LEANDRO, CALIFORNIA RESOLUTION NO. 2001-177 (2915/2888) RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF NOT TO EXCEED $5,500,000 CERTIFICATES OF PARTICIPATION, AUTHORIZING AND DIRECTING EXECUTION OF RELATED LEASE FINANCING DOCUMENTS, TRUST AGREEMENT, AND CERTIFICATE PURCHASE AGREEMENT, APPROVING OFFICIAL STATEMENT AND AUTHORIZING OFFICIAL ACTIONS (ALAMEDA COUNTY-CITY OF SAN LEANDRO REDEVELOPMENT PROJECT AREA) RESOLVED, by the City of San Leandro, California (the "City"), as follows: WHEREAS, the City, working together with the San Leandro Public ~ Financing Authority (the "Authority"), is proposing to assist the Agency in undertaking various redevelopment activities within the boundaries of the Alameda County-City of San Leandro Redevelopment Project Area (collectively, the "Project"); WHEREAS, to that end, the City has determined to provide for the execution and delivery of 2001 Certificates of Participation (Joint Project Area Financing) (the "Certificates"), the proceeds of which will be used to finance the Project; WHEREAS, for purposes of the sale of the Certificates, Disclosure Counsel, as hereinafter defined, has caused to be prepared an Official Statement describing the Certificates, the preliminary form of which is on file with the City Clerk and the Members of the City Council, with the aid of their staff, have undertaken such review of the Official Statement as hereinafter described as is necessary to assure proper disclosure of all material facts relating to the Certificates that are within the personal knowledge of Council members and the staff; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. Execution and Delivery of Certificates. The City hereby authorizes the execution and delivery of the Certificates, representing the right to receive lease payments under the Lease Agreement (as described below), in the aggregate principal amount of not to exceed $5,500,000, and the execution and delivery of the following agreements (collectively, the "Agreements') (a) Site Lease, by and between the City, as lessor, and the Authority, as lessee; (b) Lease Agreement, by and between the Authority, as sublessor, and the City, as sublessee (the "Lease Agreement"); (c) Trust Agreement, by and among the City, the Authority and the Trustee; and