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D. Certain additional documents required by the Memorandum of Understanding <br /> and the Document Escrow Agreement have been prepared and submitted to the County for <br /> approval. <br /> E. The parties to the Document Escrow Agreement, other than the County have <br /> each indicated that all conditions precedent to the release of the documents held by the <br /> Escrow Agent pursuant to the Document Escrow Agreement have either been satisfied or <br /> waived and upon approval of the additional documents by this Resolution, the conditions to <br /> the release of all such documents by the Escrow Agent will have been satisfied. <br /> SECTION 3. APPROVAL OF THE COLLATERAL DEVELOPMENT AGREEMENT. <br /> The Collateral Development Agreement in substantially the form attached hereto as Exhibit A is <br /> hereby approved and the Chairman or Vice-Chairman and the Clerk are hereby authorized and <br /> directed to execute and deliver the consent to the Collateral Development Agreement on behalf of <br /> and in the name of the County, with such additional changes, insertions and omissions therein as may <br /> be otherwise made and approved by said officers of the County executing the same, such execution <br /> to be conclusive evidence of such approval. <br /> SECTION 4. APPROVAL OF THE DECLARATION OF EASEMENTS FOR PARKING. <br /> The Declaration of Easements for Parking in substantially the form attached hereto as Exhibit B is <br /> hereby approved and the Chairman or Vice-Chairman and the Clerk are hereby authorized and <br /> directed to execute and deliver the Declaration of Easements for Parking on behalf of and in the name <br /> of the County, with such additional changes, insertions and omissions therein as may be otherwise <br /> made and approved by said officers of the County executing the same, such execution to be <br /> conclusive evidence of such approval. <br /> SECTION 5. APPROVAL OF WAIVER AND ACKNOWLEDGMENT. The Waiver and <br /> Acknowledgment in substantially the form attached hereto as Exhibit C is hereby approved and the <br /> Chairman or Vice-Chairman and the Clerk are hereby authorized and directed to execute and deliver <br /> the Waiver and Acknowledgment on behalf of and in the name of the County, with such additional <br /> changes, insertions and omissions therein as may be otherwise made and approval of said officers of <br /> the County executing the same, such execution to be conclusive evidence of such approval. <br /> SECTION 6. GENERAL AUTHORITY. The Chairman or Vice-Chairman, the County <br /> Administrator, the County Attorney, the Clerk and any other proper officials of the County are hereby <br /> authorized to do all acts and things required of them by this Resolution or that may otherwise be <br /> desirable or consistent with accomplishing the full, punctual and complete performance of all the <br /> terms, covenants and agreements contained in any of the foregoing and the County is hereby <br /> authorized and directed to execute and deliver any and all papers and instruments and to cause to be <br /> done any and all acts and things necessary or proper for carrying out the transactions contemplated <br /> thereby. <br /> 2 <br />