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RESOLUTION 98-014.~ 37 Section 3. Preliminary Official Statement. The City hereby approves the Preliminary Official Statement describing the financing in the form on file with the Clerk of the Council, together with any changes therein or additions thereto deemed advisable by the Mayor, the City Manager or the Executive Director, Finance & Management Services Agency. The City authorizes and directs the Mayor, the City Manager or the Executive Director, Finance & Management Services Agency, on behalf of the City, to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934, the information with respect to the City and the City Lease Documents in the Preliminary Official Statement prior to its distribution to prospective investors. Section 4. Final Official Statement. The Mayor, the City Manager or the Executive Director, Finance & Management Services Agency, is authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final official statement (the "Final Official Statement") and to execute said Final Official Statement and a statement that the information with respect to the City and the City Lease Documents contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Bonds, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Bonds, and does not, as of the date of delivery of the Bonds, contain any untrue statement of a material fact with respect to the information relating to the City and the City Lease Documents or omit to state material facts with respect thereto required to be stated where necessary to make any statements made therein not misleading in the light of the circumstances under which they were made. The Mayor, the City Manager or the Executive Director, Finance & Management Services Agency, shall take such further actions prior to the signing of the Final Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. The execution of the Final Official Statement, which shall include such changes and additions thereto deemed advisable by the Mayor, the City Manager or the Executive Director, Finance & Management Services Agency, shall be conclusive evidence of the approval of the Final Official Statement by the City. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Bonds. Section 5. Bond Counsel. Quint & Thimmig LLP, San Francisco, California, is hereby designated as Bond Counsel to the City in connection with the City Lease Documents and the Bonds. Any fees and expenses of such counsel shall be paid solely from the proceeds of the Bonds. Section 6. Other Actions. The Mayor, the City Manager, the Executive Director, Finance & Management Services Agency, the City Attorney, the Clerk of the Council and all other appropriate officials of the City are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this Resolution and the refinancing herein authorized. 3