BANC OF AMERICA LEASING & CAPITAL LLC - EQUIP LEASE AGMT 2005

• 40 ARBITRAGE AND TAX CERTIFICATE I, the undersigned Nelson Fialho of the City of Pleasanton, CA (the "Issuer") and the City Manager of the Issuer, do hereby certify that this Certificate is issued pursuant to Sections 1.141-1 through 1.141-16, 1.148-0 through 1.148-11, 1.150-1 and 1.150-2 of the Treasury Regulations (the "Regulations") promulgated pursuant to the Internal Revenue Code of 1986, as amended(the "Code"), to set forth the Issuer's reasonable expectations on the date of issue of the obligations of the Issuer under that certain Lease/Purchase Agreement (as hereinafter defined) and as to future events regarding the amount and use of the proceeds thereof. The Lease/Purchase Agreement 1. Each of the undersigned is charged, together with other officials and officers, with the responsibility for entering into the $102,371.25 Schedule of Property No. 004, dated as of November 8, 2011 (the "Schedule") between the Issuer and Bank of America, N.A. (the "Lessor"), which Schedule incorporates by reference the terms of that certain Master Equipment Lease/Purchase Agreement, dated as of April 21, 2005 (the "Lease/Purchase Agreement") between the Issuer and Banc of America Leasing & Capital, LLC, an affiliate of Lessor, (the Schedule and the Master Lease are collectively referred to herein as the "Lease/Purchase Agreement"). The Lease Purchase Agreement is authorized pursuant to applicable state law, and City Council Agenda Report adopted by the Issuer on August 16, 2011 (the "Resolution"). This certificate shall constitute a document related to the Lease/Purchase Agreement. This certificate is given with the understanding that it may be relied upon by Jonathan Lowell, City Attorney in rendering the opinion. 2. The Lease/Purchase Agreement is being entered into to finance the cost of certain Equipment described in the Lease/Purchase Agreement. As contemplated by the Lease/Purchase Agreement, the Lessor will fund the Equipment Cost to the vendors thereof and will lease the Equipment back to the Issuer, and the Issuer will agree to make rental payments under the Lease/Purchase Agreement (the "Rental Payments") to the Lessor. The Equipment will be used for a corporate and public purpose of the Issuer. Proceeds 3. The Issuer will receive from the Lessor as a result of the financing of the Equipment as contemplated by the Lease/Purchase Agreement $102,371.25 (the "Equipment Proceeds"). The Equipment Proceeds shall be immediately used for the acquisition of the Equipment or to reimburse the Issuer for the cost of purchasing the Equipment, which purchase did not occur more than sixty (60) days prior to the adoption of the Resolution by Issuer. No investment of the Equipment Proceeds is expected. 4. The total cost of the Equipment is anticipated to be equal to the Equipment Proceeds. It is not anticipated that any proceeds from the issue will be used to pay the expenses of issuing the Lease/Purchase Agreement obligations. #359256v1 I