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RESOLUTION 93-'006 030 evidencing and representing proportionate interests in such base rental payments; and WHEREAS, the city and the Agency have determined that it would be in the best interests of the City and the Agency to provide for the prepayment of the 1983 Certificates through the sale and delivery of not to exceed $2,000,000 Certificates of Participation (Commercial Facilities Refunding Project), Series 1993B (the "Certificates") evidencing proportionate interests in the base rental payments to be made pursuant to an Amended and Restated Lease Agreement, dated as of January 1, 1993 between the City and the Agency (which amends and restates in its entirety the 1983 Lease) (such Amended and Restated Lease Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Lease"); and WHEREAS, to accomplish the prepayment of the 1983 Certificates (i) the city and the Agency will enter into an Amended and Restated Site Lease dated as of January 1, 1993 (such Amended and Restated Site Lease, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Site Lease"), and (ii) the City will enter into an Escrow Agreement dated as of January 1, 1993, by and between the City and the 1983 Trustee (such Escrow Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Escrow Agreement"); and WHEREAS, First Interstate Bank of California, as trustee (the "Trustee") will execute and deliver the Certificates pursuant to the terms of a Trust Agreement, dated as of January 1, 1993, by and among the City, the Agency and the Trustee (such Trust Agreement in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Trust Agreement"); and WHEREAS, Prudential Securities Incorporated, as underwriter (the "Underwriter"), has submitted to the City a proposed form of Purchase Contract to purchase the Certificates (such Purchase Contract, in the form presented to this meeting, with such changes, insertions or omissions as are made pursuant to this Resolution, being referred to herein as the "Purchase Contract"); and WHEREAS, the city has been presented with a form of preliminary official statement (the "Preliminary official Statement") to be distributed in connection with the public offering of the Certificates; and