55B - RESO - WARNER ASSESSMENT DISTRICT

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"Authorized Officer" means any officer or employee of the City authorized by the City Council as evidenced by an Officer's Certificate delivered to the Fiscal Agent, or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer. "Bond Counsel" means any attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax- exempt status of securities issued by public entities. "Bond Year" means the period beginning on the Closing Date and ending on September 2, 2016 and thereafter the period beginning on each September 3 and ending on the following September 2. "Bonds" means the Bonds at any time Outstanding tinder this Agreement, "Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the State of California, the State of New York, or in the state in which the Fiscal Agent has its Principal Office are authorized or obligated by law or executive order to be closed. "City Treasurer" means the City Treasurer of the City, "Closing Date" means the date upon which there is an exchange of the Bonds for the proceeds representing payment of the purchase price of the Bonds by the Original Purchaser, "Code" means the Internal Revenue Code of 1986, as amended. "Continuing Disclosure Agreement" means the Continuing Disclosure Agreement between the City and Urban Futures, Inc., as Dissemination Agent, entered into pursuant to Rule 150- 12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, dated the Closing Date, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Costs of Issuance" means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, including but not limited to the preliminary official statement and official statement regarding the Bonds, closing costs, filing and recording fees, initial fees and charges of the Fiscal Agent, including its first annual administration fee and the fees of its counsel, expenses incurred by the City in connection with the issuance of the Bonds and the formation of the Assessment District, bond (underwriter's) discount, legal fees and charges, including the fees of Bond Counsel and counsel to the underwriter, fees of consultants, advisors and engineers, charges for authentication, transportation and safekeeping of the Bonds and other costs, charges and fees in connection with the foregoing, hereof. "Cost of Issuance Fund" means the fund by that name established by Section 3.04(A) -3- 55B -23