RESOLUTION NO. _____________

BOARD OF SUPERVISORS, COUNTY OF SAN MATEO, STATE OF CALIFORNIA

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RESOLUTION BY THE BOARD OF SUPERVISORS OF THE COUNTY OF
SAN MATEO APPROVING THE ISSUANCE AND SALE OF REVENUE BONDS BY THE ABAG FINANCE AUTHORITY FOR NONPROFIT CORPORATIONS
IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $15,000,000
FOR MENLO SCHOOL

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RESOLVED, by the Board of Supervisors of the County of San Mateo, State of California, that the ABAG Finance Authority for Nonprofit Corporations, a joint exercise of powers agency established pursuant to the laws of the State of California (the "Authority"), has proposed to issue and sell its revenue bonds (the "Bonds") in an aggregate principal amount not expected to exceed $15,000,000 for the purpose of making a loan to the Menlo School, a nonprofit public benefit corporation (the "School") and;

WHEREAS, the County of San Mateo (the "County") is a member of the Authority and;

WHEREAS, the Board of Supervisors of the County (the "Board) is informed that the project to be financed with the proceeds of the Bonds consists of the construction of educational facilities, including the construction of two two-story buildings to house classrooms, laboratory facilities, faculty and staff administrative offices, a new combination lecture hall/performing arts facility and other related expenses (collectively, the "Project"), all to be owned and operated by the School or related organization; and

WHEREAS, the Board is informed that the interest on the Bonds may qualify for tax exemption under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), only if the Bonds are approved in accordance with Section 147(f) of the Code and;

WHEREAS, the Authority has requested that the Board approve the issuance and sale of the Bonds in order to satisfy the public approval requirements of Section 147(f) of the Code and;

WHEREAS, the Project is located wholly within the County of San Mateo, California and;

WHEREAS, on July 21, 2003, the County caused a notice stating that a public hearing with respect to the issuance of the Bonds and the Project would be held by the Board on August 5, 2003, to appear in The San Mateo County Times which is a newspaper of general circulation in the County and;

WHEREAS, the Board has held the public hearing described above, and an opportunity was provided for persons to comment on the issuance and sale of the Bonds and the Project; and

WHEREAS, this Board is the elected legislative body of the County and is informed that it is the applicable elected representative required to approve the Bonds within the meaning of Section 147(f) of the Code.

NOW, THEREFORE, IT IS HEREBY DETERMINED AND RESOLVED by the Board of Supervisors of the County of San Mateo, as follows:

Section 1. That this Board hereby finds and declares the above recitals are true and correct.

Section 2. That this Board hereby approves the issuance and sale of the Bonds by the Authority for purposes of Section 147(f) of the Code. It is the purpose and intent of this Board that this Resolution constitute approval of the Bonds by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is located in accordance with Section 147(f) of the Code.

Section 3. The members of the Board and such other officers as may be necessary are hereby authorized and directed, jointly and severally, to do any and all things and execute and deliver any and all documents, certificates and other instruments which it may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds by the Authority, and to execute and deliver such certificates and other documents they may deem appropriate and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Any actions heretofore taken by such officers are hereby ratified and approved.

Section 4. The Board expressly conditions its approval of this Resolution on its understanding that the County shall have no obligation whatsoever to pay any principal, interest, fees or any other costs associated with the Authority's issuance of the Bonds and that the, Board's approval of the issuance and sale of the Bonds is neither an approval of the underlying credit issues of the proposed Project nor an approval of the financial structure of the Bonds.

Section 5. This Resolution shall take effect from and after its passage and approval.

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