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APIC1985-811009-13 2725W JHHW:SSW:Kla 06~27~85 :cmw 07/03/85 :jvs 07/21/85 08/06/85 RESOLUTION NO. APTC85-8 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM PUBLIC IMPROVEMENT CORPORATION APPROVING AND AUTHORIZING EXECUTION OF LEASE AGREEMENT, TRUST AGREEMENT, ASSIGNMENT AGREEMENT AND AGENCY AGREEMENT, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED by the Board of Directors of the Anaheim Public Improvement Corporation, California, as follows: WHEREAS, there have been presented to this Board the agreements more particularly described below and this Board has, w~th the aid of its staff, reviewed said agreements and each and every part thereof; and WHEREAS, it is in the public interest and for the public benefit that this Board authorize the execution of the agreements described below; NOW, THEREFORE, it is hereby ORDERED and DETERMINED as follows: 1. That the following documents be and are hereby approved and that the President be and is hereby authorized to execute said documents and the Secretary be and is hereby authorized to attest his signature: (i) Lease Agreement Relating to Capital Improvements Project C, by and between Anaheim Public Improvement Corporation (the "Corporation") as lessor and the City of Anaheim (the "City") as lessee, dated as of August l, 1985; (ii) Trust Agreement Relating to Capital Improvements Project C, by and among Security Pacific National Bank, as Trustee (the "Trustee"), the Corporation and the City, dated as of August l, 1985; (i~i) Assignment Agreement Relating to Capital Improvement Project C, by and between the Corporation and the Trustee, dated as of August l, 1985; and (iv) Agency Agreement Relating to Acquisition, Construction and Installation of Capital Improvements Project C, by and between the Corporation and the City, dated as of August 1, 1985. 2. That the President and Secretary be and are hereby authorized to approve insertions of legal descriptions and any nonsubstantive changes tn the documents listed tn Section 1 of this Resolution as are necessary to reflect accurately the transactions set forth in said documents. 3. That the President, Secretary, Treasurer and other officers of the Corporation are authorized and d~rected to execute such certificates, agreements and other closing documents as are necessary to consummate the transactions contemplated by the documents set forth in Section 1 of th~s Resolution. THE FOREGOING RESOLUTION ts approved and adopted by the Board of Directors of the Anaheim Public Improvement Corporation th~s 13th day of August, 1985. PRESIDENT OF THE ANAHEIM PUBLIC IMPROVEMENT CORPORATION ATTEST: SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT CORPORATION STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF ANAHEIM ss. I, LEONOR_A H. SOH~ Secretary of the Board of Directors of the Anaheim Public Improvement Corporation, do hereby certify that the foregoing Resolution No. ABIC85-8 was introduced and adopted at a regular meeting provided by law, of the Board of Directors of the Anaheim Public Improvement Corporation held on the 13th day of August, 1985, by the following vote of the members thereof: AYES BOARD MEMBERS: Pickler and Roth NOES: BOARD MEMBERS: None ABSENT: BOARD MEMBERS: 0verholt VACANCIES: Two AND I FURTHER certify that the President of the Board of Directors signed said Resolution No. APIC85-8 on the 13th day of August, 1985. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Anaheim Public Improvement Corporation this 13th day of August, 1985. SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT CORPORATION (SEAL) I, LEONORAN. SOH~ Secretary of the Anaheim Public Improvement Corporation, do hereby certify that the foregoing is the original of Resolution No. APZ¢85-8 duly passed and adopted by the Anaheim Public Improvement Corporation on August t3, 1985. SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT CORPORATION