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9/21/98 - ORIqINAL ADOPTION COPY RESOLUTION NO. PFA 98-02 A RESOLUTION OF THE BOARD OF THE CITY OF REDWOOD CITY PUBLIC FINANCING AUTHORITY AUTHORIZING AND DIRECTING EXECUTION OF A LEASE AGREEMENT, A GROUND LEASE, A REIMBURSEMENT AGREEMENT, A CONTRACT OF PURCHASE, AN ASSIGNMENT AGREEMENT, AND PROVIDING OTHER MATTERS PROPERLY RELATING TO THE SALE OF CERTIFICATES OF PARTICIPATION WHEREAS, the City of Redwood City (the "City") has constructed and acquired certain city hall facilities (the "City Hall Project") with funds temporarily available therefor; WHEREAS, in order to provide funds to reimburse such temporarily available funds and to finance the City Hall Project on a permanent basis, the City proposes to cause to be executed and delivered the City of Redwood City Variable Rate Demand Certificates of Participation (City Hall Project), in the aggregate principal amount of not to exceed $11,700,000 (the "Certificates"), pursuant to a Trust Agreement (the "Trust Agreement"), dated as of October 1, 1998, by and among the City, the City of Redwood City Public Financing Authority (the "Authority") and U.S. Bank Trust National Association, as trustee (the "Trustee"); WHEREAS, the Authority and the City propose to lease and lease back the City Hall Project as provided in the Lease Agreement (the "Lease Agreement"), dated as of October 1, 1998, by and between the Authority and the City, such lease back to the City being for the purpose (among others) of providing amounts sufficient to provide for the payment of the principal of and interest evidenced by the Certificates; WHEREAS, the City proposes to sell the Certificates pursuant to a negotiated sale to the underwriter named below for offer and sale by the underwriter to members of the general public, and in connection with the offering of the Certificates, the City has caused to be prepared an Official Statement describing, among other things, the City, the Trust Agreement, the Lease Agreement, the Ground Lease, the Reimbursement Agreement, the Remarketing Agreement, the Contract of Pumhase, the Assignment Agreement and the Certificates, preliminary forms of which is on file with the Authority Secretary; WHEREAS, this Board has duly considered such transactions, including, without limitation, the agreements described above and the Official Statement, and wishes at this time to approve said transactions in the public interests of the Authority; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE COMMISSION OF THE CITY OF REDWOOD CITY PUBLIC FINANCING AUTHORITY, AS FOLLOWS: 11794.2\22931.0002