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such Authorized Officer, with the provider of such surety bond pursuant to which the Successor Agency would agree to reimburse such provider for any draws under such surety bond and to pay such provider any other fees and expenses related thereto as such Authorized Officer shall approve, such approval (and the approval by the Authorized Officer of the form of such agreement) to be conclusively evidenced by the execution and delivery of such agreement. 7. Recovery of Costs. The Successor Agency is hereby authorized to recover its costs of issuance with respect to the Refunding Bonds including the cost of reimbursing the City for staff time and costs spent with respect to the Refunding Bonds. 8. Approval of Debt Management Policy. With the passage of this Resolution, the Successor Agency hereby certifies that the form of Debt Management Policy presented at this meeting complies with Government Code Section 8855(1), and that the Refunding Bonds authorized to be issued pursuant to this Resolution are consistent with such policy, and instructs Orrick, Herrington & Sutcliffe LLP, as Bond Counsel, on behalf of the Successor Agency, with respect to the Refunding Bonds issued pursuant to this Resolution, (a) to cause notices of the proposed sale and final sale of the Refunding Bonds to be filed in a timely manner with the California Debt and Investment Advisory Commission pursuant to Government Code Section 8855, and (b) to check, on behalf of the Successor Agency, the "Yes" box relating to such certifications in the notice of proposed sale filed pursuant to Government Code Section 8855. 9. Good Faith Estimates of Costs of Finance. In accordance with SB 450, good faith estimates of the following have been obtained from the Underwriter and the Municipal Advisor and are set forth on Exhibit A attached hereto: (a) the true interest cost of the Refunding Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Refunding Bonds, (c) the amount of proceeds of the Refunding Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Refunding Bonds, and (d) the sum total of all debt service payments on the Refunding Bonds calculated to the final maturity of the Refunding Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Refunding Bonds. 10. Bond Issuance Services. The Bank of New York Mellon Trust Company, N.A. is hereby appointed as Trustee and Escrow Bank, Samuel A. Ramirez & Co., Inc. is hereby appointed as Underwriter, Orrick, Herrington and Sutcliffe LLP is hereby appointed as Bond Counsel, Best Best & Krieger LLP is hereby appointed as Disclosure Counsel, Keyser, Marston & Associates is hereby appointed as Fiscal Consultant and Urban Futures is hereby appointed as Financial Advisor. Either the City Manager or the Executive Director - Finance & Management Services Agency, acting for the Successor Agency, is authorized to execute contracts for such services and any other related services as may be required to defease and/or refund all or a portion of the Refunded Bonds. 11. Other Acts. The officers and staff of the Successor Agency are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, including refunding escrow agreements or instructions, which in consultation with Orrick, Herrington & Sutcliffe LLP, the Successor Agency's bond counsel, they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Refunding Bonds, or otherwise effectuate the purposes of this Resolution, and any and all such actions previously taken by such officers or staff members are hereby ratified and confirmed. 6 4154-5855-2844.7 SA -3-10