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CC Resolution 9272 13051 JH:CKL 8/21/97 RESOLUTION NO. 9272 BEING A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL APPROVING, AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT TO A PROPOSED LEASE FINANCING INVOLVING AMENDMENT OF CERTAIN LEASE OBLIGATIONS OF THE CITY AND CERTAIN INDEBTEDNESS OF THE REDEVELOPMENT AGENCY, AND APPOINTING A FINANCING TEAM IN CONNECTION THEREWITH RESOLVED, by the City Council of the City of Campbell (the "City"): WHEREAS, in August, 1985, the City of Campbell Redevelopment Agency (the "Agency") purchased the former Campbell High School for the purpose of establishing the Campbell Community Center (the "Community Center"); and WHEREAS, to finance acquisition and construction of the Community Center (the "Project"), the Agency entered into that certain Lease Agreement, dated as of August I, 1985, by and between the Agency, as lessor, and the City, as lessee (the "1985 Lease"); and WHEREAS, for the purpose of (i) refinancing the 1985 Lease, (ii) refinancing an outstanding $500,000 promissory note of the City (the "1991 Note"), (iii) financing the costs of acquisition and construction of certain community center and related facilities to be used for the purposes of the City (the "City Project"), and (iv) financing the cost of acquisition and construction of certain public improvements and related facilities to be used for the purposes of the Agency (the "Agency Project"), the 1985 Lease was amended and restated pursuant to the provisions of that certain First Amended and Restated Lease Agreement, dated as of November I, 1991, by and between the Agency, as lessor, and the City, as lessee (together with the 1985 Lease, the "Amended Lease"); and WHEREAS, as part of the 1991 refinancing, the Agency assigned and transferred certain of its rights under the Amended Lease to a corporate trustee bank (the "1991 Trustee"), which 1991 Trustee executed and delivered $30,245,000 aggregate principal amount of 1991 Certificates of Participation (Civic Center Project) (the "1991 Certificates"), each evidencing a direct, undivided fractional interest in the lease payments to be made by the City under the Amended Lease; and WHEREAS, in connection with the 1991 Certificates, the City and the Agency entered into that certain Indebtedness Agreement, dated as of November I, 1991 (the "Indebtedness Agreement"), pursuant to which the City advanced to the Agency the amount of $11,405,000 of the proceeds of the 1991 Certificates, which amount was used by the Agency for the Agency Project; and WHEREAS, in 1993, the Agency and the City determined that as a result of favorable financial market conditions and other considerations it was in the best interests of the Agency and the City to prepay and defease a portion of the obligation of the City to make payments under the Amended Lease, and, accordingly, the Agency and the City entered into an amendment and restatement of the Amended Lease (the "Second Amended Lease"); and WHEREAS, as part of the 1993 refinancing, the Agency assigned and transferred certain of its rights under the Second Amended Lease to a corporate trustee bank (the "1993 Trustee"), which 1993 Trustee executed and delivered $11,810,000 aggregate principal amount of 1993 Certificates of Participation (the "1993 Certificates"), each evidencing a direct, undivided * * * * * * * * * * THE FOREGOING RESOLUTION was introduced by Councilperson Watson seconded by Councilperson Furtado and carried this 2nd day of September, 1997, by the following vote on roll call: AYES: Councilmembers: Dougherty, Watson, Dean, Furtado, Conant NOES: Councilmembers: None ABSENT: Councilmembers: None WHEREUPON, the Mayor declared the resolution adopted, AND SO ORDERED. ~&6uJ MAYOR Barbara D. Conant ATTEST: tL.~ CITY CLERK Anne Bybee -3- ST ATE OF CALIFORNIA CITY OF CAMPBELL I, e ^,^e ~.~ \;l~"-City Clerk of the City of Campbell, do hereby certify that the foregoing is the original of Resolution No. 9272 duly passed and adopted by the City Council of the City of Campbell on September 2, 1997. ~~ CITY CLERK Anne Bybee -4-