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treatment, and disposal facilities of the Members and LAVWMA (collectively, the "Enterprise");and WHEREAS, in order to facilitate compliance by the purchaser of the 2011 Bonds with requirements of the Securities & Exchange Commission, and to facilitate dissemination of certain information concerning LAVWMA, the Members and the Enterprise to Bondholders and others, LAVWMA and each Member is entering into a Continuing Disclosure Certificate (the "Continuing Disclosure Certificate") with respect thereto; and WHEREAS, the City Council wishes at this time to authorize all proceedings relating to the City's participation in the refinancing of the 2001 Bonds through the issuance of the 2011 Bonds and the City's proportionate responsibility for the security therefor; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Pleasanton as follows: Section 1. Approval of Amended and Restated Sewer Service Contract. The City Council hereby approves the Amended and Restated Sewer Service Contract, in substantially the form on file with the City Manager, together with any changes therein or additions thereto deemed advisable by the City Manager, whose execution thereof shall be conclusive evidence of his approval of any such additions and changes. The City Council hereby authorizes and directs the City Manager, to execute, and the City Clerk to attest and affix the seal of the City to, said form of the Amended and Restated Sewer Service Contract for and in the name of the City. The Amended and Restated Sewer Service Contract provides that the total amount of payments to be made by all of the Members will be sufficient to pay debt service on the 2011 Bonds. Section 2. Approval of Material in Preliminary Official Statement Relating to City. The City Council hereby approves, and deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, those portions of the Preliminary Official Statement, describing the City, including the Section entitled "City of Pleasanton" (the "City Information"), in substantially the form submitted by LAVWMA, and on file with the City Manager. The City Manager is hereby authorized to execute, subject to the restrictions set forth in Section 6, an appropriate certificate stating his determination that the City Information has been deemed final within the meaning of such Rule. Distribution of the City Information within the Preliminary Official Statement is hereby approved. The City Manager is hereby authorized and directed to approve any changes in or additions to a final form of said City Information, as incorporated into the final form of the Official Statement, and the execution thereof by the City Manager shall be conclusive evidence of approval of any such changes and additions. The City Council hereby authorizes the distribution of the City Information, as incorporated into the final Official Statement to prospective purchasers of the 2011 Bonds. Section 3. Approval of Continuing Disclosure Certificate. The City Council hereby approves the Continuing Disclosure Certificate, in substantially the form attached to the Preliminary Official Statement as Appendix F, and on file with the City Manager, together with any changes therein or additions thereto deemed advisable by the City Manager, whose execution thereof shall be conclusive evidence of his approval of any such additions and changes. The City Council hereby authorizes and directs the City Manager to execute, subject -2-