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Underwriter in connection with the sale of the Bonds to the Underwriter, such form of <br /> bond purchase agreement to be approved by this City Council at a later date. <br /> Section 4. The City Council hereby acknowledges receipt of the proposal of the <br /> firm of Nossaman LLP to act as bond counsel to the City in connection with the <br /> issuance of the Bonds. The City Council hereby authorizes and directs the Director of <br /> Finance to execute and deliver an agreement with said firm for its services; provided <br /> that: (a) the agreement is consistent with said firm's proposal heretofore submitted to <br /> the City and contains terms (including those regarding compensation) no less favorable <br /> to the City than as set forth in such proposal, and (b) any and all compensation to such <br /> firm under the agreement is payable solely from the Deposits, the proceeds of the <br /> Bonds, or the proceeds of the levy of special taxes within the CFD. <br /> Section 5. The City Council hereby acknowledges receipt of the proposal of the <br /> firm of Quint and Thimmig LLP to act as disclosure counsel to the City in connection <br /> with the proposed issuance of the Bonds. The City Council hereby authorizes and <br /> directs the Director of Finance to execute and deliver an agreement with said firm for its <br /> services; provided that: (a) the agreement is consistent with said firm's proposal <br /> heretofore submitted to the City and contains terms (including those regarding <br /> compensation) no less favorable to the City than as set forth in such proposal, and (b) <br /> any and all compensation to such firm under the agreement is payable solely from the <br /> Deposits, the proceeds of the Bonds, or the proceeds of the levy of special taxes within <br /> the CFD. - <br /> Section 6. The City Manager, the Director of Finance, the City Clerk and all <br /> other employees of City are hereby authorized and directed to take such actions as are <br /> necessary or appropriate to process any request of the Owner to refund the Pacific <br /> Shores Project, and to present to this City Council all resolutions necessary in <br /> connection therewith. Nothing in this Resolution shall in any way commit the City <br /> Council to issue any Bonds. <br /> Section 7. This resolution shall be effective immediately upon its adoption. <br /> . . � <br /> ATTY/RES0.2175/PACIFIC SHORES PROJECT <br /> REV:11122117 <br /> 'z- <br />