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File Number: 14-360 <br />of the preliminary Official Statement by the Successor Agency and Stifel, Nicolaus & <br />Company, Incorporated (the “Underwriter”) is hereby approved, and, prior to the distribution of <br />the preliminary Official Statement, the Mayor, the City Manager or the Finance Director of the <br />City, on behalf of the Successor Agency (each, an “Authorized Officer”), each acting alone, <br />are authorized and directed, on behalf of the Successor Agency, to deem the preliminary <br />Official Statement “final” pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 <br />(the “Rule”). The execution of the final Official Statement, which shall include such changes <br />and additions thereto deemed advisable by the Authorized Officer executing the same, and <br />such information permitted to be excluded from the preliminary Official Statement pursuant to <br />the Rule, is hereby approved for delivery to the purchasers of the Refunding Bonds, and each <br />Authorized Officer, acting alone, is authorized and directed to execute and deliver the final <br />Official Statement for and on behalf of the Successor Agency, to deliver to the Underwriter a <br />certificate with respect to the information set forth therein and to deliver to the Underwriter a <br />Continuing Disclosure Certificate or Agreement substantially in the form appended to the final <br />Official Statement. <br />3. Official Actions. The Authorized Officers and any and all other officers of the <br />Successor Agency are hereby authorized and directed, for and in the name and on behalf of <br />the Successor Agency, to do any and all things and take any and all actions, which they, or <br />any of them, may deem necessary or advisable in connection with the issuance, sale and <br />delivery of the Refunding Bonds. Whenever in this Resolution any officer of the Successor <br />Agency is directed to execute or countersign any document or take any action, such <br />execution, countersigning or action may be taken on behalf of such officer by any person <br />designated by such officer to act on his or her behalf in the case such officer is absent or <br />unavailable. <br />4. Effective Date. This Resolution shall take effect from and after the date of approval <br />and adoption thereof. <br />Page 3 City of San Leandro Printed on 8/26/2014