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the Treasurer is hereby authorized to execute an appropriate certificate stating the Board's <br /> determination that the Preliminary Official Statement has been deemed nearly final within the <br /> meaning of such Rule. Distribution of the Preliminary Official Statement by the Underwriter in <br /> connection with the sale of the Bonds is hereby approved. The Chairman, the Vice Chairman, <br /> the Executive Director or the Treasurer is hereby authorized and directed to approve any <br /> changes in or additions to a final form of official statement (the "Final Official Statement"), <br /> and the execution thereof by an authorized officer of the Authority shall be conclusive evidence <br /> of approval of any such changes and additions. The Board hereby authorizes the distribution of <br /> the Final Official Statement by the Underwriter. The Final Official Statement shall be executed <br /> in the name and on behalf of the Authority by the Chairman, the Vice Chairman, the Executive <br /> Director or the Treasurer. <br /> Section 5. Official Actions. The Chairman,the Vice Chairman, the Executive Director, the <br /> Treasurer, the Secretary and any and all other officers of the Authority are hereby authorized <br /> and directed, for and in the name and on behalf of the Authority, to do any and all things and <br /> take any and all actions, including execution and delivery of any and all assignments, <br /> certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants <br /> and other documents,which they, or any of them,may deem necessary or advisable in order to <br /> consummate the lawful issuance and sale of the Bonds as described herein. Whenever in this <br /> resolution any officer of the Authority is authorized to execute or countersign any document or <br /> take any action, such execution, countersigning or action may be taken on behalf of such officer <br /> by any person designated by such officer to act on his or her behalf in the case such officer shall <br /> be absent or unavailable. <br /> Section 6. Effective Date. This Resolution shall take effect from and after the date of its <br /> passage and adoption. <br /> * ** **** **** <br /> I, the undersigned Chairman of the Countywide Public Financing Authority, hereby <br /> certify that the foregoing is a full, true and correct copy of a resolution duly adopted by the <br /> Board of Directors of the Authority at a meeting thereof on the 19th day of June, 1996, by the <br /> following vote of the members thereof: <br /> AYES: Member Representatives from the Cities of Brea, Buena Park, Fullerton, <br /> Garden Grove,Orange,Santa Ana and Stanton and Tustin <br /> NOES: None <br /> ABSTAIN: None <br /> ABSENT: Member Representative from the City of Seal Beach <br /> Chairman <br /> -3- <br />