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APFA 2000-1RESOLUTION NO. ,~2FA2000-1 A RESOLUTION OF THE GOVERNING BOARD OF THE ANAHEIM PUBLIC FINANCING AUTHORITY APPROVING THE RELEASE AND SETTLEMENT AGREEMENT, AND DESIGNATING THE PERSON AUTHORIZED TO RECEIVE ANY DISTRIBUTION OF FUNDS MADE TO AUTHORITY BY ANY COURT ORDER RELATING TO THE ORANGE COUNTY BANKRUPTCY Whereas, the Anaheim Public Financing Authority is an Option A Pool Participant, as that term is defined in the Second Amended Plan of Adjustment ("Plan") for the County of Orange ("County"); Whereas, the Representative, as that term is used in the Plan, has served a Notice of Motion and Motion of the Representative for Order Approving (1) Distribution of Net Litigation Proceeds; (2) Distribution in Respect of Assigned Excluded Claims; (3) The Representative's Fee; (4) Certain Other Actions of the Representative; and (5) The Representative's Final Report ("Final Report Motion"); Whereas, the Pool Committee and the County have served a Notice of Motion and Joint Motion for Order Approving Compromise Regarding Additional Funds and Reclassification of Claims ("Additional Funds Motion"), which motion describes the proposed division of certain "Additional Funds"; Whereas, the Anaheim Public Financing Authority is entitled to a distribution of Net Litigation Proceeds, Additional Funds and other funds as described in the Final Report Motion and the Additional Funds Motion; and Whereas, the Anaheim Public Financing Authority is referred to as "CITY OF ANAHEIM PUBLIC FINANCING AUTHORITY" in Exhibits 5 and 6 to the Final Report Motion. NOW, THEREFORE, BE IT RESOLVED: Charlene Jung, Treasurer of the Anaheim Public Financing Authority, is hereby designated to receive all distributions made pursuant to (i) the Final Report Motion or any order of the Bankruptcy Court relating thereto; and/or (ii) the Additional Funds Motion or any order of the Bankruptcy Court relating thereto. RESOLVED FURTHER that all distributions to which the Anaheim Public Financing Authority is entitled under or pursuant to the Final Report Motion and/or the Additional Funds Motion should be delivered to Charlene Jung. RESOLVED FURTHER that the form of the Release and Settlement Agreement which is attached to the Additional Funds Motion be and hereby is approved, and that the Chairman and Secretary be and hereby are authorized and directed to execute and deliver the Release and Settlement Agreement on behalf of the Anaheim Public Financing Authority. THE FOREGOING RESOLUTION IS APPROVED AND ADOPTED by the Governing Board of the Anaheim Public Financing Authority this 15th_day ofrF~bruary, 2000. By: .~'""~ ~~~~[~ ANAHEIM PUBLIC FINANCING AUTHORITY ATTEST: SECRETARY ANAHEIM PUBLIC FINANCING AUTHORITY 3~14.3 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, SHERYLL SCHROEDER, Secretary of the Board of Directors of the Anaheim Public Financing Authority, do hereby certify that the foregoing Resolution No. APFA2000-1 was introduced and adopted at a special meeting provided by law, of the Board of Directors of the Anaheim Public Financing Authority held on the 15th day of February, 2000, by the following vote of the members thereof: AYES: BOARD MEMBERS: Feldhaus, Kring, Tait, McCracken, Daly NOES: BOARD MEMBERS: None ABSENT: BOARD MEMBERS: None AND I FURTHER certify that the Chairman of the Board of Directors signed said Resolution No. APFA2000-1 on the 15th day of February, 2000. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 15th day of February, 2000. S THE ANAHEIM PUBLIC FINANCING AUTHORITY (SEAL) I, SHERYLL SCHROEDER, Secretary of the Anaheim Public Financing Authority, do hereby certify that the foregoing is the original of Resolution No. APFA2000-1 duly passed and adopted by the Anaheim Public Financing Authority on February 15, 2000. ~ECRETAFI~ OF TI':IE ANAHEIM PUBLIC FINANCING AUTHORITY CERTIFICATE OF ADOPTION OF AUTHORIZING RESOLUTION The undersigned is the duly appointed Secretary of the Anaheim Public Financing Authority (the "Option A Pool Participant"). At a duly held meeting of the Governing Board of the foregoing Option A Pool Participant held on February 15, 2000, the following resolutions were duly adopted. Whereas, the Anaheim Public Financing Authority is an Option A Pool Participant, as that term is defined in the Second Amended Plan of Adjustment ("Plan") for the County of Orange ("County"); Whereas, the Representative, as that term is used in the Plan, has served a Notice of Motion and Motion of the Representative for Order Approving (1) Distribution of Net Litigation Proceeds; (2) Distribution in Respect of Assigned Excluded Claims; (3) The Representative's Fee; (4) Certain Other Actions of the Representative; and (5) The Representative's Final Report ("Final Report Motion"); Whereas, the Pool Committee and the County have served a Notice of Motion and Joint Motion for Order Approving Compromise Regarding Additional Funds and Reclassification of Claims ("Additional Funds Motion"), which motion describes the proposed division of certain "Additional Funds"; Whereas, the Anaheim Public Financing Authority is entitled to a distribution of Net Litigation Proceeds, Additional Funds and other funds as described in the Final Report Motion and the Additional Funds Motion; and Whereas, the Anaheim Public Financing Authority is referred to as "CITY OF ANAHEIM PUBLIC FINANCING AUTHORITY" in Exhibits 5 and 6 to the Final Report Motion. NOW, THEREFORE, BE IT RESOLVED: Charlene Jung, Treasurer of the Anaheim Public Financing Authority, is hereby designated to receive all distributions made pursuant to (i) the Final Report Motion or any order of the Bankruptcy Court relating thereto; and/or (ii) the Additional Funds Motion or any order of the Bankruptcy Court relating thereto. RESOLVED FURTHER that all distributions to which the Anaheim Public Financing Authority is entitled under or pursuant to the Final Report Motion and/or the Additional Funds Motion should be delivered to Charlene Jung. RESOLVED FURTHER that the form of the Release and Settlement Agreement which is attached to the Additional Funds Motion be and hereby is approved, and that the Chairman and Secretary be and hereby are authorized and directed to execute and deliver the Release and Settlement Agreement on behalf of the Anaheim Public Financing Authority. Executed this __day ofFebruary, 2000. a, Secretary Anaheim Public Financing Authority 34424.1 2