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WHEREAS, the City Council wishes at this time to authorize all proceedings relating to <br /> the City's participation in the refinancing of the 2001 Bonds through the issuance of the 2011 <br /> Bonds and the City's proportionate responsibility for the security therefor. <br /> NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Pleasanton as <br /> follows: <br /> SECTION 1. Approval of Amended and Restated Sewer Service Contract. The City <br /> Council hereby approves the Amended and Restated Sewer Service Contract, in substantially <br /> the form on file with the City Manager, together with any changes therein or additions thereto <br /> deemed advisable by the City Manager, whose execution thereof shall be conclusive evidence <br /> of his approval of any such additions and changes. The City Council hereby authorizes and <br /> directs the City Manager, to execute, and the City Clerk to attest and affix the seal of the City <br /> to, said form of the Amended and Restated Sewer Service Contract for and in the name of the <br /> City. The Amended and Restated Sewer Service Contract provides that the total amount of <br /> payments to be made by all of the Members will be sufficient to pay debt service on the 2011 <br /> Bonds. <br /> SECTION 2. Approval of Material in Preliminary Official Statement Relating to <br /> City. The City Council hereby approves, and deems nearly final within the meaning of Rule <br /> 15c2-12 of the Securities Exchange Act of 1934, those portions of the Preliminary Official <br /> Statement, describing the City, including the Section entitled "City of Pleasanton" (the "City <br /> Information"), in substantially the form submitted by LAVWMA, and on file with the City <br /> Manager. The City Manager is hereby authorized to execute, subject to the restrictions set forth <br /> in Section 4, an appropriate certificate stating his determination that the City Information has <br /> been deemed final within the meaning of such Rule. Distribution of the City Information within <br /> the Preliminary Official Statement is hereby approved. The City Manager is hereby authorized <br /> and directed to approve any changes in or additions to a final form of said City Information, as <br /> incorporated into the final form of the Official Statement, and the execution thereof by the City <br /> Manager shall be conclusive evidence of approval of any such changes and additions. The City <br /> Council hereby authorizes the distribution of the City Information, as incorporated into the final <br /> Official Statement to prospective purchasers of the 2011 Bonds. <br /> SECTION 3. Approval of Continuing Disclosure Certificate. The City Council <br /> hereby approves the Continuing Disclosure Certificate, in substantially the form attached to the <br /> Preliminary Official Statement as Appendix F, and on file with the City Manager, together with <br /> any changes therein or additions thereto deemed advisable by the City Manager, whose <br /> execution thereof shall be conclusive evidence of his approval of any such additions and <br /> changes. The City Council hereby authorizes and directs the City Manager to execute, subject <br /> to the restrictions set forth in Section 4, and the City Clerk to attest and affix the seal of the City <br /> to, said form of the Continuing Disclosure Certificate for and in the name of the City. <br /> SECTION 4. Official Actions. The Mayor, the Vice Mayor, the City Manager, the <br /> Finance Director, the City Clerk and any and all other officers of the City are hereby authorized <br /> and directed, for and in the name and on behalf of the City, to do any and all things and take <br /> any and all actions, including execution and delivery of any and all assignments, certificates, <br /> requisitions, agreements, notices, consents, instruments of conveyance, warrants and other <br /> documents, which they, or any of them, may deem necessary or advisable in order to <br /> consummate any of the transactions contemplated by the documents approved pursuant to this <br /> Resolution. <br /> -2- <br />