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WHEREAS, in order to provide moneys to construct the Project, the City and the Corporation propose (i) to enter into a Site and Second Parking Structure Lease Agreement under which the City will lease the Parking Structure Addition Site, the Second Parking Structure Site, the Second Parking Structure and the Other Public Improvements Site to the Corporation; (ii) to enter into a Lease and Right of Entry Agreement under which the City will lease the Streets to the Corporation; (iii) to enter into a Lease Agreement (the "Lease Agreement") under which the City will lease back from the Corporation the Sites, the Second Parking Structure, the Streets and the Project; and the City, the Corporation and U.S. Bank National Association, as Trustee (the "Trustee") propose to enter into a Trust Agreement under which, among other things, the Corporation will assign and transfer to the Trustee certain of its rights under, the Lease Agreement and will authorize the execution and delivery of $22,500,000 aggregate principal amount of City of Riverside 2005 Lease Revenue Certificates of Participation (Galleria at Tyler Public Improvements) (the "Certificates") evidencing a proportionate interest in the lease payments to be made by the City under the Lease Agreement; and WHEREAS, the City proposes to enter into an Operating Agreement with Tyler Mall Limited Partnership (the "Operator") under which the Operator will manage the Project for the City; and WHEREAS, the City and the Corporation propose to enter into an Agency Agreement pursuant to which the City will agree to cause the Project to be constructed with proceeds of the Certificates; and WHEREAS, the Corporation will assign its rights under the Lease Agreement to the Trustee pursuant to an Assignment Agreement; and WHEREAS, the Corporation is authorized to undertake all of the foregoing pursuant to the laws of the State of California; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE BOARD OF DIRECTORS OF THE CITY OF RIVERSIDE MUNICIPAL IMPROVEMENTS CORPORATION AS FOLLOWS: Section 1. Recitals. All of the above recitals are true and con'ect. Section 2. Approval of Issuance of Certificates of Participation. The issuance of the City's not to exceed $22,500,000 2005 Lease Revenue Certificates of Participation is hereby approved. Section 3. Legal Documents. The forms of the Agreements listed below which have been presented to this meeting are hereby approved and any director or officer of the Corporation, including the Treasurer, is hereby authorized and directed for and in the name and on behalf of the Corporation to execute and deliver said agreements in the name of and on behalf of the Corporation in the form hereby approved with such changes as the officer exeCuting the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof: RVPUB\FJB\694632.1 2