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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 $26,000,000, and the execution and delivery of the following agreements (collectively, the "Agreements"): (a) the Site and Facility Lease expected to be dated as of May 1, 2007 (the "Site Lease") between the City, as lessor, and the Authority, as lessee; (b) the Lease Agreement; ( c ) the Trust Agreement; (d) the Escrow Agreement expected to be dated as of May 1, 2007 (the "Escrow Agreement") among the Authority, the City and U.S. Bank National Association, as escrow agent; and (e) the Continuing Disclosure Certificate between the City and U.S. Bank National Association, as dissemination agent. The City hereby approves and separately authorizes the City Manager, the Assistant City Manager or the Finance Director (each, an "Authorized Officer") to execute the Agreements, and the City Clerk is hereby authorized and directed, if required, to attest and affix the seal of the City to said Agreements, in substantially the forms on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Authorized Officers, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. Section 2. Sale of Certificates. The City Council hereby authorizes and directs the sale of the Certificates by competitive public bidding. Bids shall be received, and the Certificates shall be sold, subject to the terms and conditions set forth in the Notice Inviting Bids in substantially the form on file with the City Clerk together with any additions thereto or changes therein deemed advisable by an Authorized Officer. An Authorized Officer is hereby authorized and directed to accept the best bid determined in accordance with the Notice Inviting Bids, in the name and on behalf of the City. As provided in Section 53692 of the Government Code the law firm of Jones Hall, as bond counsel to the City, is hereby authorized and directed to cause an appropriate notice of the City's intention to sell the Certificates to be published once in The Bond Buyer. Such publication shall be made not later than 5 days prior to the date set for receipt of bids on the Certificates. Section 3. Official Statement. The City hereby approves, and hereby deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary Official Statement describing the Certificates, in the form on file with the City Clerk. The Underwriter is hereby authorized to distribute the Official Statement in connection with the sale of the Certificates. The Authorized Officers, each acting alone, are hereby authorized and RESOLUTION NO. 2007-053 2