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3. Approval of Indenture. The Successor Agency hereby approves the Indenture prescribing <br /> the terms and provisions of the Refunding Bonds and the application of the proceeds of the <br /> Refunding Bonds. Each of the Mayor,the City Manager and the Finance Director of the City, on <br /> behalf of the Successor Agency (each, an"Authorized Officer"), is hereby authorized and <br /> directed to execute and deliver, and the City Clerk of the City, on behalf of the Successor <br /> Agency, is hereby authorized and directed to attest to, the Indenture for and in the name and on <br /> behalf of the Successor Agency, in substantially the form on file with the Successor Agency, <br /> with such changes therein, deletions therefrom and additions thereto as the Authorized Officer <br /> executing the same shall approve, such approval to be conclusively evidenced by the execution <br /> and delivery of the Indenture. The Successor Agency hereby authorizes the delivery and <br /> performance of the Indenture. <br /> 4. Approval of Refunding Instructions. The form of the Refunding Instructions on file with <br /> the Successor Agency is hereby approved and the Authorized Officers are, each acting alone <br /> hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to <br /> execute and deliver the Refunding Instructions. The Successor Agency hereby authorizes the <br /> delivery and performance of its obligations under the Refunding Instructions. <br /> 5. Oversight Board Approval of the Issuance of the Bonds. The Successor Agency hereby <br /> requests the Oversight Board, as authorized by Section 34177.5(f), to direct the Successor <br /> Agency to undertake the refunding proceedings and as authorized'by Section 34177.5(f) and <br /> Section 34180 to approve the issuance of the Refunding Bonds pursuant to Section 34177.5(a)(1) <br /> and this Resolution and the Indenture. <br /> 6. Determinations by the Oversight Board. The Successor Agency requests that the <br /> Oversight Board make the following determinations upon which the Successor Agency will rely <br /> in undertaking the refunding proceedings and the issuance of the Refunding Bonds: <br /> (a) The Successor Agency is authorized, as provided in Section 34177.5(f), to recover its <br /> costs related to the issuance of the Refunding Bonds from the proceeds of the Refunding Bonds, <br /> including the cost of reimbursing the City for administrative staff time spent with respect to the <br /> authorization, issuance, sale and delivery of the Refunding Bonds; <br /> (b) The application of proceeds of the Refunding Bonds by the Successor Agency to the <br /> refunding and defeasance of all or a portion of the Prior Bonds, as well as the payment by the <br /> Successor Agency of costs of issuance of the Refunding Bonds, as provided in Section <br /> 34177.5(a), shall be implemented by the Successor Agency promptly upon sale and delivery of <br /> the Refunding Bonds, notwithstanding Section 34177.3 or any other provision of law to the <br /> contrary, without the approval of the Oversight Board, the California Department of Finance, the <br /> Alameda County Auditor-Controller or any other person or entity other than the Successor <br /> Agency; and <br /> (c) The Successor Agency shall be entitled to receive its full Administrative Cost Allowance <br /> under Section 34183(a)(3) without any deductions with respect to continuing costs related to the <br /> Refunding Bonds, such as trustee's fees, auditing and fiscal consultant fees and continuing <br /> disclosure and rating agency costs (collectively, "Continuing Costs of Issuance"), and such <br /> Continuing Costs of Issuance shall be payable from property tax revenues pursuant to Section <br /> 341831. In addition, and as provided by Section 34177.5(f), if the Successor Agency is unable to <br /> RESOLUTION NO.2017-008 SA <br />