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Section 2. The proper officers of the City, including the Mayor, City Manager, Director of <br /> Finance and City Clerk, are hereby authorized and directed, for and in the name <br /> and on behalf of the City, to do any and all things and take any and all actions <br /> and execute any and ail certificates, agreements and other documents, which <br /> they, or any of them, may deem necessary or advisable in order to consummate <br /> the amendment of the Indenture as contemplated by the Supplement including <br /> but not limited to any modification agreements, certificates, Internal Revenue <br /> Service forms related to the Bonds and other documents related to the Indenture <br /> or any agreements referenced therein as determined by Bond Counsel to be <br /> necessary to implement the changes to the Indenture contemplated by the <br /> Supplement. <br /> <br />Section 3. The law firm of Quint & Thimmig LLP is hereby designated as Bond Counsel to <br /> the City with respect to the Supplement. All compensation to such firm for its <br /> services In connection with the Supplement shall be paid by the Borrower. <br /> <br />Section 4. This Resolution shall become effective immediately upon its passage and <br /> adoption. <br /> <br />I HEREBY CERTIFY THAT THE FOREGOING WAS DULY AND REGULARLY ADOPTED BY <br />THE CITY COUNCIL OF THE CITY OF PLEASANTON AT A MEETING HELD ON <br /> ,2005 BY THE FOLLOWING VOTE: <br /> <br /> AYES: <br /> NOES: <br /> ABSTAIN: <br /> ABSENT: <br /> <br /> ATTEST: <br /> <br /> Dawn Abrahamson, City Clerk <br />APPROVED AS TO FORM: <br /> <br /> Michael H. Roush, City Attorney <br /> <br />J8095 <br />4/ll/0S <br /> <br /> -2- <br /> <br /> <br />