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WHEREAS, all rights to receive such base rental payments will be pledged by <br /> the Authority to the Trustee under the Trust Agreement; and <br /> WHEREAS, the Town, the Authority and Piper Jaffray & Co., as purchaser of the <br /> Bonds (the "Underwriter ") will enter into a Bond Purchase Contract (the "Purchase Contract "), <br /> and an Official Statement describing the Bonds will be distributed by the Underwriter to potential <br /> purchasers of the Bonds; <br /> WHEREAS, this Board has been presented with the form of the Official <br /> Statement, and the proposed forms of the Site Lease, the Facility Lease, the Trust Agreement, the <br /> Bond Purchase Agreement and a Continuing Disclosure Agreement; and <br /> WHEREAS, the Authority has full legal right, power and authority under the <br /> Constitution and the laws of the State of California to enter into the transactions hereinafter <br /> authorized; <br /> NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the <br /> Truckee Public Financing Authority, as follows: <br /> Section 1. The foregoing recitals are true and correct and the Authority :hereby so <br /> finds and determines. <br /> Section 2. The issuance and sale of the Truckee Public Financing Authority Lease <br /> Revenue Bonds Series 2009 in one.or more series of tax - exempt bonds or taxable bonds (either <br /> in the form of- Build America Bonds or Recovery Zone Economic Development Bonds <br /> (" RZEDBs") -intthe.aggregate principal amount of not to exceed $6,000,000, is hereby approved <br /> and ratified; provided however, that the proceeds of such Bonds (net of costs of issuance, <br /> underwriter's discount and reserve fund deposits) stall be appied solely to reimburse the Town for <br /> the purchase of land and utility improvements relating to the project. To the extent the taxable <br /> bonds are issued as RZEDBs, the approval of such taxable bonds is conditioned upon the <br /> approval by the County of Nevada of its resolution relating to the issuance of RZEDBs by the Town <br /> or the Authority. <br /> Section 3. The proposed form of Site Lease, dated as of August 1, 2009 (the <br /> "Facility Lease "), by and between the Authority and the Town, on file with the Secretary of the <br /> Board of Directors, is hereby approved and the Executive Director of the Authority and the <br /> Secretary of the Authority or their designees are hereby authorized and directed to execute and <br /> deliver the Site Lease in substantially said form, with such changes therein as such officers may <br /> require or approve, such approval to be conclusively evidenced by the execution and delivery <br /> thereof. <br /> Section 4. The proposed form of Facility Lease, dated as of August 1, 2009 (the <br /> "Facility Lease "), by and between the Authority and the Town, on file with the Secretary of the <br /> Board of Directors, is hereby approved and the Executive Director of the Authority and the <br /> Secretary of the Authority or their designees are hereby authorized and directed to execute and <br /> deliver the Facility Lease in substantially said form, with such changes therein as such officers <br /> may require or approve, such approval to be conclusively evidenced by the execution and <br /> delivery thereof; provided, however, that the term of the Facility Lease (including any <br /> extensions) shall not exceed December 1, 2039. <br /> Of IS West 2 <br />