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• Assignment Agreement, between the Authority and the Trustee, whereby the <br />Authority assigns certain of its rights under the Lease Agreement to the <br />Trustee for the benefit of the Refunding Bond owners; and <br />• Refundiniz Instructions, for the 2007 Certificates, from the City and the <br />Authority to U.S. Bank National Association, as trustee for the 2007 <br />Certificates, providing the deposit, investment and application of funds to <br />refinance the 2007 Certificates. <br />SECTION 3. Negotiated Sale of Refunding Bonds. The Board of Directors hereby authorizes <br />and directs the negotiated sale of the Refunding Bonds to Stifel, Nicolaus & Company, <br />Incorporated (the "Underwriter"). The Refunding Bonds shall be sold pursuant to the terms and <br />provisions of a Bond Purchase Agreement among the Authority, the City and the Underwriter in <br />substantially the same form on file with the Secretary together with any changes therein or <br />additions thereto deemed advisable by an Authorized Officer. The Refunding Bonds shall be <br />sold at such price and shall bear interest at such rates as shall produce a minimum net present <br />value savings to the City of at least 5% of the principal amount of the outstanding 2007 <br />Certificates, as such savings shall be verified and conclusively determined by the City's <br />Financial Advisor (the "Minimum Savings Requirement"). The Underwriter's discount shall not <br />exceed 0.45%. <br />SECTION 4. Official Statement. The Board of Directors hereby approves the preliminary <br />Official Statement describing the Refunding Bonds in substantially the form on file with the <br />Secretary. The Executive Director and the Treasurer, each acting alone, are hereby authorized <br />and directed to approve any changes in or additions to said preliminary Official Statement and, if <br />requested by the Underwriter, to execute an appropriate certificate stating the Authority's <br />determination that the preliminary Official Statement (together with any changes therein or <br />additions thereto) has been deemed nearly final within the meaning of Rule 15c2-12 of the <br />Securities Exchange Act of 1934. Distribution of the preliminary Official Statement by the <br />Underwriter is hereby approved. The Executive Director and the Treasurer, each acting alone, <br />are hereby authorized and directed to approve any changes in or additions to a final form of said <br />Official Statement, and the execution thereof by the Executive Director or the Treasurer shall be <br />conclusive evidence of approval of any such changes and additions. The Board of Directors <br />hereby authorizes the distribution of the final Official Statement by the Underwriter. The final <br />Official Statement shall be executed on behalf of the Authority by the Executive Director or the <br />Treasurer. <br />SECTION 5. Official Actions. The Authorized Officers and the General Counsel, the Secretary <br />and all other officers of the Authority are each authorized and directed on behalf of the Authority <br />to make any and all leases, assignments, certificates, requisitions, agreements, notices, consents, <br />instruments of conveyance or termination, warrants and other documents, which they or any of <br />them deem necessary or appropriate in order to consummate any of the transactions <br />RESOLUTION NO. 2016-001 PFA <br />