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Official Statement") is hereby approved for distribution by the Underwriter to municipal
<br />bond broker-dealers, to banking institutions and to members of the general public who
<br />may be interested in purchasing the 2010 Bonds. The Executive Director, or any
<br />designee thereof, is authorized to approve, upon advice of Agency counsel,
<br />modifications to the Preliminary Official Statement, from time to time, pending such
<br />distribution as shall be required to cause the Preliminary Official Statement to contain
<br />any further information necessary to accurately describe the 2010 Bonds. With respect
<br />to the distribution of the Preliminary Official Statement, the Executive Director, or any
<br />designee thereof, is authorized and directed, on behalf of the Agency, to deem the
<br />Preliminary Official Statement "final" pursuant to Rule 15c2-12 under the Securities
<br />Exchange Act of 1934.
<br />SECTION 7. Approval of the Final Official Statement. A final official statement,
<br />which shall include such changes and additions thereto deemed advisable by Executive
<br />Director, or any designee thereof, and upon advice of Agency counsel (the "Final
<br />Official Statement"), is hereby approved for delivery to the purchasers of the 2010
<br />Bonds, and the Executive Director, or any designee thereof, is authorized and directed
<br />to execute the Final Official Statement for and on behalf of the Agency. The Executive
<br />Director, or any designee thereof, is authorized and directed to deliver (i) a certificate
<br />with respect to the information set forth therein, and (ii) a continuing disclosure
<br />certificate substantially in the form appended to the Final Official Statement.
<br />SECTION 8. Bond Counsel and Disclosure Counsel.
<br />(a) Quint & Thimmig LLP, San Francisco, California, is hereby designated as
<br />bond counsel to the Agency in connection with the issuance of the 2010 Bonds. The
<br />Executive Director, or any designee thereof, is hereby authorized and directed in the
<br />name and on behalf of the Agency to execute an agreement for legal services with such
<br />firm, with compensation to be paid there under subject to the approval of the Executive
<br />Director, or any designee thereof.
<br />(b) Stradling Yocca Carlson & Rauth, Newport Beach, California, is hereby
<br />designated as disclosure counsel to the Agency in connection with the issuance of the
<br />2010 Bonds. The Executive Director, or any designee thereof, is hereby authorized and
<br />directed in the name and on behalf of the Agency to execute an agreement for legal
<br />services with such firm, with compensation to be paid there under subject to the
<br />approval of the Executive Director, or any designee thereof.
<br />SECTION 9. Official Actions. The Executive Director and the Secretary, and any
<br />and all other officers of the Agency, are hereby authorized and directed, for and in the
<br />name and on behalf of the Agency, to do any and all things and take any and all
<br />actions, including execution and delivery of any and all assignments, certificates,
<br />requisitions, agreements, notices, consents, instruments of conveyance, warrants and
<br />other documents which they, or any of them, may deem necessary or advisable in order
<br />to consummate the lawful issuance and sale of the 2010 Bonds as described herein.
<br />Whenever in this resolution any officer of the Agency is authorized to execute or
<br />countersign any document or take any action, such execution, countersigning or action
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