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WHEREAS, LAVWMA has determined that interest savings will be achieved if the 2011 Bonds are refunded through the issuance of its 2021 Sewer Revenue Refunding Bonds (the "2021 Bonds") under Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Refunding Bond Law"), and an Indenture of Trust between U.S. Bank National Association, as trustee, and LAVWMA (the "2021 Indenture"); and WHEREAS, in order to accomplish the refunding of the 2011 Bonds, it will be necessary for LAVWMA to enter into an Escrow Deposit and Trust Agreement, between LAVWMA and U.S. Bank National Association, acting as escrow bank (the "Escrow Deposit and Trust Agreement"); and WHEREAS, LAVWMA and the Members have determined it is necessary to amend and restate the 2011 Sewer Service Contract in connection with the sale and delivery of the 2021 Bonds pursuant to that certain Second Amended and Restated Sewer Service Contract, among LAVWMA and the Members (the "2021 Sewer Service Contract"); and WHEREAS, the Members and LAVWMA have engaged Jones Hall, A Professional Law Corporation, acting as disclosure counsel to LAVWMA, to prepare a Preliminary Official Statement (the "Preliminary Official Statement"), which describes the 2021 Bonds (including specifically the security therefor), and the finances and wastewater collection, treatment, and disposal facilities of each of the Members and LAVWMA; and WHEREAS, in order to facilitate compliance with requirements of the Securities and Exchange Commission by Stifel, Nicolaus & Company, Incorporated, as underwriter (the "Underwriter") of the 2021 Bonds, and to facilitate dissemination of certain information concerning LAVWMA and the Members, LAVWMA and each Member is entering into a Continuing Disclosure Certificate (each, a "Continuing Disclosure Certificate"); and WHEREAS, pursuant to Government Code Section 5852.1, certain information relating to the 2021 Bonds is set forth in Exhibit A attached to this Resolution, and such information is hereby disclosed and made public; and WHEREAS, the City Council wishes at this time to authorize all proceedings relating to the City's participation in the refinancing of the 2011 Bonds through the issuance of the 2021 Bonds and the City's proportionate responsibility for the security therefor (which is estimated to be approximately 33.27 percent of the debt service on the 2021 Bonds); NOW, THEREFORE BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF PLEASANTON DOES RESOLVE, DECLARE, DETERMINE AND ORDER THE FOLLOWING: Section 1. Approval of 2021 Bonds. The City Council hereby approves the issuance by LAVWMA of the 2021 Bonds. Section 2. Approval of 2021 Sewer Service Contract. The City Council hereby approves the 2021 Sewer Service Contract, in substantially the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Mayor, the Vice Mayor, the City Manager or the Finance Director (each, an "Authorized Officer"), whose execution thereof shall be conclusive evidence of the approval of any such additions and changes. The City Council hereby authorizes and directs an Authorized Officer to execute, and the City Clerk to attest and affix the seal of the City to, said form of the 2021 Sewer Service Contract for and in the name of the City. The Board of Directors hereby authorizes the delivery -2-