Res 1989-034 - Laserfiche WebLink

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7°8 887 Ii 0 Exhibit "B" CERTIFICATE I, W. Billingslea, Jr., do hereby certify that I am the duly elected, qualified and acting Corporate Counsel and Assistant Secretary of Rohr Industries, Inc., a Delaware corporation (the "Corporation"), and do further certify that the following resolutions were duly adopted by the Board of Directors of the Corporation at a meeting held at Chula Vista, California, on the 7th day of April, 1989, at which a quorum was present and acting throughout, and on which date I was the aforesaid officer of the Corporation, and that said resolutions have not since been modified or rescinded and remain in full force and effect. TAX ABATEMENT RESOWTION WHEREAS, the Corporation has entered a joint venture agreement whereunder a partnership ("CTEC") was formed to do business in the State of Texas; and WHEREAS, the City of San Marcos, Texas, has offered certain incentives to opening and operating a facility there; NOW, THEREFORE, BE IT RESOLVED that the officers of the Corporation be, and they hereby are, authorized and directed to enter a tax abatement agreement (the "Tax Abatement Agreement"), whereunder the City of San Marcos provides real property tax abatement and other incentives and the Corporation agrees to cause CTEC to construct a factory in San Marcos having approximately 145,000 square feet and to create employment for 400 employees, failing which such abatement and incentives must be returned; and RESOLVED FURTHER, that the o~ficers of this Corporation, individually or acting together, are hereby authorized, empowered and directed, without further authority of the Board of Directors (i)to enter into, execute, deliver and perform on behalf of this Corporation and in its name, and as the action of this Corporation, the Tax Abatement Agreement, as well as such other agreements, certificates, notices and documents as the officers or any of them may deem necessary or desirable in his or their sole discretion, conclusively evidenced by their signature thereon, in connection with the aforesaid transaction (including but not limited to those made to obtain the approval or consents of government agencies which they or any of them deem appropriate); (ii)to make such changes, deletions or modifications in any or all of the foregoing instruments or to add such other terms and provisions as the officer or officers executing the same in his or their sole discretion shall approve, such approval to be conclusively evidenced as aforesaid;