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WHEREAS, the Board of Directors wishes at this time to approve all proceedings of the <br />Authority relating to the issuance and sale of the Refunding Bonds and assist the City in the <br />refinancing of the 2007 Certificates; <br />NOW, THEREFORE, BE IT RESOLVED by the Board of Directors, of the San Leandro <br />Public Financing Authority as follows: <br />SECTION 1. Issuance of Refunding Bonds. The Board of Directors hereby authorizes the <br />issuance of the Refunding Bonds under the Bond Law in the maximum principal amount not to <br />exceed $15,800,000, for the purpose of providing funds to refinance the 2007 Certificates. The <br />Refunding Bonds shall be issued under the Bond Law and the Indenture of Trust that is approved <br />below. <br />SECTION 2. Approval of Related Financing Agreements. The Board of Directors hereby <br />approves each of the following agreements required for the issuance and sale of the Refunding <br />Bonds and the refinancing of the 2007 Certificates, in substantially the respective forms on file <br />with the Secretary together with any changes therein or additions thereto (including the addition <br />of a reserve account) deemed advisable by the Chairman, Executive Director or the Treasurer <br />(each, an "Authorized Officer"), whose execution thereof shall be conclusive evidence of the <br />approval of any such changes or additions. An Authorized Officer is hereby authorized and <br />directed for and on behalf of the Authority to execute, and the Secretary is hereby authorized and <br />directed to attest, the final form of each such agreement, as follows: <br />• Indenture of Trust, between the Authority and U.S. Bank National <br />Association, as trustee (the "Trustee"), setting forth the terms and provisions <br />relating to the Refunding Bonds; <br />• Site Lease, between the City as lessor and the Authority as lessee, under <br />which the City leases the Leased Property to the Authority in consideration of <br />the payment of an upfront amount which will be applied by the City to <br />refinance the 2007 Certificates; <br />• Lease Agreement, between the Authority as lessor and the City as lessee, <br />under which the Authority leases the Leased Property back to the City and the <br />City agrees to pay semiannual lease payments to provide revenues with which <br />to pay principal of and interest on the Refunding Bonds when due; <br />RESOLUTION NO. 2016-001 PFA <br />