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SECRETARY'S CERTIFICATE <br /> I, JANICE C. GUY, Secretary of the Santa Ana Financing Authority (the <br /> "Authority"), hereby certify as follows: <br /> Attached hereto as Exhibit A is a full, true and correct copy of Resolution No. <br /> 94-001 SAFA, adopted on February 22, 1994, during a meeting of the Authority. Such <br /> meeting was duly and legally held at the regular meeting place of the Authority. All of the <br /> members of the Authority had due notice of such meetings and a majority thereof were <br /> present at such meeting. <br /> I have carefully compared the same with the original minutes of said meetings <br /> on file and of record in my office, and the foregoing is a full, true and correct copy of the <br /> resolution adopted at the said meeting and entered in said minutes. Said resolution has not <br /> been amended, modified or rescinded since the date of its respective adoption, and the same <br /> is now in full force and effect. <br /> Attached hereto as Exhibit B is a full, true, and correct copy of the Joint <br /> Exercise of Powers Agreement, dated as of March 1, 1993, by and between the City of Santa <br /> Ma and the Redevelopment Agency of the City of Santa Ma. Such document has not been <br /> amended, modified or rescinded since the date of its execution, and the same is now in full <br /> force and effect. <br /> Attached hereto as Exhibit C is a full, true and correct copy of the original <br /> By-laws of the Authority, dated August 2, 1993, and that said By-laws have not been <br /> modified, amended or rescinded since the date of their adoption, and the same are now in <br /> full force and effect. <br /> Dated: March 23, 1994. <br /> Janice C. Guy, <br /> Secretary of the <br /> Santa Ana Financing Authority <br /> LAI-69935.2 <br />