NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of Corte Madera as follows:

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1 RESOLUTION NO. 15/2016 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF CORTE MADERA AUTHORIZING DELIVERY AND SALE OF REFUNDING CERTIFICATES OF PARTICIPATION TO REFINANCE OUTSTANDING 2006 CERTIFICATES OF PARTICIPATION, AND APPROVING RELATED DOCUMENTS AND ACTIONS WHEREAS, the Public Property Financing Corporation of California (the "Corporation") and the Town of Corte Madera (the "Town") have previously entered into a Lease Agreement, dated as of September 1, 2006 (the "Prior Lease"), under which the Town has agreed to pay semiannual lease payments which are evidenced by Town of Corte Madera Certificates of Participation in the aggregate principal amount of $10,575,000 (the "2006 Certificates"); and WHEREAS, in order to take advantage of favorable interest rates prevailing in the municipal bond market, the Town wishes at this time to provide for the refinancing of its obligations under the Prior Lease and the 2006 Certificates from the proceeds of Town of Corte Madera 2016 Federally Taxable Refunding Certificates of Participation to be delivered in the maximum principal amount of $11,000,000 (the "Refunding Certificates"); and WHEREAS, the Town Council wishes at this time to authorize and approve all proceedings for the refinancing of the Prior Lease and the 2006 Certificates, the delivery and sale of Refunding Certificates for such purpose, and all related documents and actions, in furtherance of the public purposes of the Town; NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of Corte Madera as follows: Section 1. Approval of Refinancing Plan and Related Documents. The Town Council hereby approves the refinancing plan outlined above. To that end, the Town Council hereby approves each of the following financing documents in substantially the respective forms on file with the Town Clerk, together with any changes therein or additions thereto approved by the Mayor, the Town Manager or the Director of Administrative Services/Town Treasurer (each, an "Authorized Officer"): Site Lease, between the Town as lessor and the Corporation as lessee, whereby the Town leases certain real property consisting generally of the land and improvements constituting (i) the Park Madera Center located at Tamalpais Drive, and (ii) the Civic Center complex and fire substation located at 5600 Paradise Drive (collectively, the "Leased Property") to the Corporation. Lease Agreement, between the Corporation as lessor and the Town as lessee, whereby the Corporation leases the Leased Property back to the Town in consideration of the payment by the Town of semiannual lease payments.

2 Trust Agreement, among the Town, the Corporation and the Trustee, whereby the Trustee agrees to execute and deliver the Refunding Certificates. Escrow Deposit and Trust Agreement between the Town and The Bank of New York Mellon Trust Company, N.A., as trustee for the 2006 Certificates and escrow agent, relating to refinancing of the 2006 Certificates. Termination Agreement, among the Town, the Corporation and The Bank of New York Mellon Trust Company, N.A, as trustee for the 2006 Certificates, whereby the Town and the Corporation terminate the documentation relating to the 2006 Certificates. Certificate Purchase Contract between the Town and the Underwriter, specifying the terms and conditions upon which the Certificates are to be sold to the Underwriter (as defined below). Each Authorized Officer is hereby authorized and directed on behalf of the Town to execute the final form of each of the foregoing documents, and the Town Clerk is hereby authorized and directed to attest to the final form of each of the foregoing documents. Execution of each of the foregoing documents by an Authorized Officer shall be conclusive evidence of the approval of any changes therein or additions thereto by an Authorized Officer. The schedule of lease payments attached to the Lease Agreement shall correspond to the payments of principal and interest represented by the Refunding Certificates, to be determined upon the sale thereof as set forth in Section 2. Section 2. Sale of Certificates. The Town Council hereby approves the sale of the Certificates by negotiation with Stifel, Nicolaus & Company, Incorporated (the "Underwriter"). The Certificates shall be sold to the Underwriter under the Certificate Purchase Contract in the form approved above. The Underwriter's discount excluding original issue discount, shall not exceed 1.00% of the par amount of the Certificates, and the true interest cost of the Certificates may not exceed 5.00%. Section 3. Official Statement. The Town Council 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 substantially the form on file with the Town Clerk. The Town Manager and the Director of Administrative Services/Town Treasurer, each acting alone, are hereby authorized to execute an appropriate certificate stating the Town Council's determination that the Preliminary Official Statement has been deemed nearly final within the meaning of such Rule. Distribution of the preliminary Official Statement by the Underwriter is hereby approved. The Town Manager and the Director of Administrative Services/Town Treasurer, each acting alone, are hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by the Town Manager or the Director of Administrative Services/Town Treasurer shall be conclusive evidence of approval of any such changes and additions. The Town Council hereby authorizes the distribution of the final Official Statement by the Underwriter. The final Official Statement shall be executed in the name and on behalf of the Town by the Town Manager or the Director of Administrative Services/Town Treasurer. -2-

3 Section 4. Authorization to Obtain Municipal Bond Insurance. The Town Council hereby authorizes an Authorized Officer to determine whether the Refunding Certificates are eligible for municipal bond insurance and reserve fund surety bond and, if so, whether it is in the best interests of the Town to obtain such insurance or surety bond. An Authorized Officer is hereby authorized to execute a commitment for such insurance or surety bond and to take all actions required to implement the delivery of such municipal bond insurance policy or surety bond. Section 5. Appointment of Professionals. The following professionals are hereby appointed to provide services relating to the Bonds: Jones Hall, A Professional Law Corporation, as special counsel and disclosure counsel; NHA Advisors, LLC, as municipal advisor; The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee") and escrow agent; and Grant Thornton LLP, as verification agent. The Town Manager and the Director of Administrative Services/Town Treasurer, are hereby authorized to execute agreements for services with such professionals relating to the Refunding Certificates in substantially the forms presented at this meeting and on file with the Director of Administrative Services/Town Treasurer. Section 6. Official Actions. The Mayor, the Town Manager, the Director of Administrative Services/Town Treasurer, the Town Clerk, and all other officers of the Town, are authorized and directed in the name and on behalf of the Town to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and documents approved under this Resolution. Whenever in this resolution any officer of the Town is directed to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. -3-

4 Section 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. I hereby certify that the foregoing Resolution was passed and adopted by the Town Council of the Town of Corte Madera at a regular meeting thereof duly held on June 6, 2016, by a majority vote of all of its members. Adopted by the following votes: AYES: NOES: ABSENT: Andrews, Bailey, Condon, Furst, Lappert - None - - None - - None - TOWN OF CORTE MADERA ATTEST:.i.> i\office\wpwin\resolutions\town\resolution COP Refinance doc -4-

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