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RESOLUTION NO. .fffA "2..00, - \ RESOLUTION OF THE BOARD OF DIRECTORS OF THE FAIRFIELD PUBLIC FINANCING AUTHORITY AUTHORIZING THE EXECUTION, DELIVERY AND SALE OF CERTIFICATES OF PARTICIPATION, 2007 SERIES A (CITY OF FAIRFIELD WATER FINANCING) IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $95,000,000 TO PROVIDE FINANCING FOR WATER SYSTEM IMPROVEMENTS, AND APPROVING RELATED DOCUMENTS AND ACTIONS WHEREAS, the City of Fairfield (the "City") owns and operates a system for the transportation, treatment and distribution of water for the residents, commercial and industrial consumers of water in the City (the "Water System"), and the City wishes to provide funds at this time to finance various capital improvements to the Water System, as more particularly described in Exhibit A (the "Project"); and WHEREAS, the City wishes to authorize the execution, delivery and sale of certificates of participation in the aggregate principal amount of not to exceed $95,000,000 at this time for the purpose of financing the Project, and the City has requested that the Fairfield Public Financing Authority (the" Authority") assist it in such proceedings; and WHEREAS, the Authority has been formed for the purpose of providing financial assistance to the City in the construction of public capital improvements; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Fairfield Public Financing Authority as follows: Section 1. Approval of Financing Plan and Related Documents. The Board of Directors hereby approves the issuance and sale of Certificates of Participation, 2007 Series A (City of Fairfield Water Financing) in the aggregate principal amount of not to exceed $95,000,000 (the "Certificates") for the purposes described above. To that end, the Board of Directors hereby approves each of the following financing documents in substantially the respective forms on file with the Secretary, together with any changes therein or additions thereto approved by the Chairperson, the Executive Director or the Treasurer (each, an " Authorized Officer"): . Installment Sale Agreement between the City and the Authority, under which the Authority agrees to provide financing for the Project, and to sell the completed Project to the City in consideration of the payment by the City of semiannual installment payments as the purchase price, to be made from the net revenues of the Water System. . Trust Agreement among the City, the Authority and The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), whereby the Trustee agrees to execute and deliver the Certificates and to deposit the proceeds thereof in