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APIC1989-211009-33 JHHW:BDQ:cbf 06/0?/89 Z4470 06,'19/89 ANAHEIM PUBLIC IMPROVEMENT CORPORATION RESOLUTION NO. APIC89- 2 A RESOLUTION APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN INSTALLMENT SALE FINANCING DOCUMENTS AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED, by the Anaheim Public Improvement Corporation (the "Corporation"): WHEREAS, the City of Anaheim (the "City"), working together with the Corporation, is proposing to proceed with an installment sale financing of certain public improvements; and WHEREAS, in connection therewith, the City proposes to finance the acquisition of certain recycling equipment (the "Project") and it is in the public interest and for the public benefit that the Corporation authorize and direct execution of an installment sale agreement and certain other financing documents in connection therewith; and WHEREAS, the documents below specified have been filed with the Corporation, and the Board of Directors of the Corporation, with the aid of its staff, have reviewed said documents; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. The below-enumerated documents be and are hereby approved, and the President, the Vice President and the Treasurer of the Corporation are hereby separately authorized and directed to execute and deliver said documents, for and in the name and on behalf of the Corporation, with such changes, insertions and omissions as may be approved by such official, such approval to be conclusively evidenced by the execution of such documents by such official, and the Secretary of the Corporation is hereby authorized and directed to attest to such official's signature: (a) an installment sale agreement relating to the financing of the Project, between the Corporation, as seller, and the City, as purchaser (the "Installment Sale Agreement"); (b) a trust agreement by and among the Corporation, the City and a trustee to be selected by the City (the "Trustee"), relating to the financing and the execution and delivery of certificates of participation evidencing undivided fractional interests of the owners thereof in installment payments to be made by the City under the Installment Sale Agreement; and (c) an assignment agreement by and between the Corporation and the Trustee, pursuant to which the Corporation will assign certain of its rights under the Installment Sale Agreement, including its right to receive installment payments thereunder, to the Trustee. Section 2. The President, the Vice President, the Treasurer, the Secretary and other officials of the Corporation are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the installment sale financing herein authorized. Section 3. This Resolution shall take effect upon its adoption. I hereby certify that the foregoing resolution was duly adopted at a meeting of the Anaheim Public Improvement Corporation held on the 27th day of June, 1989, by the following vote: AYES, and in favor of, Directors: NOES, Directors: ABSENT, Directors: Daly, Ehrle, Kaywood and Hunter None Pickler ATTEST Secretary -2-