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the Securities Exchange Act of 1934 except for permitted omissions, and to execute the final form of <br />the Official Statement, on behalf of the City, including as it may be modified by such additions thereto <br />and changes therein as such Authorized Officer shall deem necessary, desirable or appropriate, and the <br />execution of the final Official Statement by such Authorized Officer shall be conclusive evidence of <br />the approval of any such additions and changes. The City Council also approves the distribution of the <br />final Official Statement by the purchaser of the Certificates. <br /> <br /> Section 8. Further Actions. The Mayor of the City, the City Manager, the Director of <br />Finance, the City Clerk, the City Attorney and any and all other officers of the City are hereby <br />authorized 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, consents, instruments of conveyance, warrants and other documents, which <br />they, or any of them, may deem necessary or advisable in order to consummate the lawful execution, <br />sale and delivery of the Certificates, and the lease of the City Hall Project to the Authority and the lease <br />of the City Hall Project back to the City. <br /> <br /> Section 9. Approval of Special Counsel and Financial Advisor. The employment of <br />Stradling Yocca Carlson & Rauth to serve as Special Counsel and William Euphrat Municipal Finance, <br />lnc. to serve as financial advisor to the City is hereby approved and authorized. <br /> <br /> Section 10. Effective Date. This Resolution shall take effect from and after the date of its <br />passage and adoption. <br /> <br /> 11795.2\22931.0002 3 13463 <br /> <br /> <br />