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Section 6. Continuing Disclosure Certificate. The form of Continuing Disclosure <br />Certificate (the "Continuing Disclosure Certificate") to be executed by the Agency, presented to <br />this meeting and on file with the Secretary, is hereby approved. The Chairperson, Executive <br />Director, Treasurer or such other person designated by the Executive Director is hereby <br />authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver <br />the Continuing Disclosure Certificate in substantially said form, with such changes therein as <br />such officer may require or approve, such approval to be conclusively evidenced by the execution <br />and delivery thereof. <br /> <br /> Section 7. Findings under 33445 of the Law. This Agency hereby reaffirms the <br />following findings required by Section 33445 of the Law: (i) the public improvements financed <br />with the proceeds of the Loan and to be prepaid with the Bonds are of benefit to the Project <br />Area, (ii) no other reasonable means of financing or refinancing such improvements are available <br />to the community and (iii) the payment of funds for such improvements will assist in the <br />elimination of one or more blighting conditions within the Project Area. <br /> <br /> Section 8. Bond Counsel. The Agency appoints Stradling, Yocca, Carlson & Rauth, a <br />Professional Corporation as the Agency's bond counsel with respect to the Bonds. Fees of Bond <br />Counsel are contingent on the issuance and sale of the Bonds and are to be paid out of proceeds <br />of the Bonds. <br /> <br /> Section 9. Other Actions. The Chairperson, Executive Director, Treasurer and such other <br />person designated by the Executive Director are hereby authorized and directed, jointly and <br />severally, to do any and all things and to execute and deliver any and all documents which they <br />deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds <br />and otherwise carry out, give effect to and comply with the temis and intent of this Resolution, <br />the Bonds, the Indenture, the Escrow Agreement, the Official Statement and the Continuing <br />Disclosure Certificate, including but not limited to the purchase of municipal bond insurance for <br />the Bonds if determined to be cost effective. Such actions heretofore taken by such officers are <br />hereby ratified, confirmed and approved. <br /> <br /> Section 10. Effective Date. This Resolution shall take effect from and al~er its passage <br /> and approval. <br /> <br /> fi~22931-0Bagency.2 3 <br /> <br /> <br />