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February 16, 2015 (Regular Meeting) Page 2290
<br />representative of the other Underwriters and /or Placement Agents (if any)
<br />named therein, pursuant to which the Underwriters and /or Placement Agents
<br />agree to purchase the 2015B Limited Obligation Refunding Bonds and /or
<br />Certificates for sale to the public and /or place the 2015E Limited Obligation
<br />Refunding Bonds anal /or Certificates in a private placement;
<br />(13) a Contract of Purchase, including the exhibits attached thereto,
<br />expected to be dated on or about March 9, 2015 (the "2015C Purchase
<br />Contract ") between the Corporation and Piper Jaffray & Co., on its own behalf
<br />and as representative of the other Underwriters and /or Placement Agents (if
<br />any) named therein, pursuant to which the Underwriters and /or Placement
<br />Agents agree to purchase the 20150 Limited Obligation Refunding Bonds and /or
<br />Certificates for sale to the public and /or place the 2015C Limited Obligation
<br />Refunding Bonds and /or Certificates in a private placement; and
<br />(14) a Contract of Purchase, including the exhibits attached thereto,
<br />expected to be dated on or about March 9, 2015 (the "2015D Purchase
<br />Contract ") between the Corporation and Piper Jaffray & Co., on its own behalf
<br />and as representative of the other Underwriters and /or Placement Agents (if
<br />any) named therein, pursuant to which the Underwriters and /or Placement
<br />Agents agree to purchase the 2015D Limited Obligation Refunding Bonds and /or
<br />Certificates for sale to the public and /or place the 2015D Limited Obligation
<br />Refunding Bonds and /or Certificates in a private placement;
<br />WHEREAS, the obligations of the County to make (a) the 2007 Installment
<br />Payments and other payments pursuant to the 2007 Contract, (b) the 2008A
<br />Installment Payments and other payments pursuant to the 2008A Contract, (c)
<br />the 2008C Installment Payments and other payments pursuant to the 20080
<br />Contract and (d) the 2009 Installment Payments and other payments pursuant to
<br />the 2009 Contract, respectively, shall constitute limited obligations of the
<br />County payable solely from currently budgeted appropriations of the County
<br />and shall not constitute a pledge of the faith and credit of the County
<br />within the meaning of any constitutional debt limitation;
<br />WHEREAS, no deficiency judgment may be rendered against the County in
<br />any action for breach of a contractual obligation under the 2007 Contract,
<br />the 2008A Contract, the 20080 Contract or the 2009 Contract, respectively,
<br />and the taxing power of the County is not and may not be pledged in any way
<br />directly or indirectly or contingently to secure any moneys due under the
<br />2007 Contract, the 2008A Contract, the 20080 Contract or the 2009 Contract,
<br />respectively; and
<br />WHEREAS, the Board of Commissioners desires to approve the Financing
<br />Documents and to authorize other actions in connection therewith;
<br />NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners, as
<br />follows:
<br />Section 1. Ail actions taken by or on behalf of the County to date to
<br />effectuate the proposed plan of refinancing, including the selection of Piper
<br />Jaffray & Co., as Underwriter and /or Placement Agent and Nexsen Pruet, PLLC,
<br />as special counsel, are hereby ratified, approved and authorized pursuant to
<br />and in accordance with the transactions contemplated by the Financing
<br />Documents.
<br />Section 2. The refinancing of all or a portion of the prior
<br />installment financing contracts and the Refinanced Projects, and the granting
<br />of security interests therein, all as provided in the Financing Documents
<br />referenced in this Resolution, are hereby ratified and approved.
<br />Section 3. Each of the 2007 First Contract Amendment, the 2008A First
<br />Contract Amendment, the 2008C First Contract Amendment, the 2009 First
<br />Contract Amendment, the 2015A Purchase Contract, the 2015B Purchase Contract,
<br />the 2015C Purchase Contract, the 2015D Purchase Contract and the Escrow
<br />Agreement is hereby approved in substantially the farm submitted to this
<br />meeting, and each of the Chairman of the Board of Commissioners or the County
<br />Manager is hereby authorized to execute and deliver each of those documents
<br />in the name and on behalf of the County, with such changes, insertions or
<br />omissions as the persons executing such documents may approve, including but
<br />not limited to changes, insertions or omissions related to obtaining a policy
<br />of municipal bond insurance with respect to all or a portion of the 2015A
<br />Limited Obligation Refunding Bonds and /or Certificates, with respect to all
<br />or a portion of the 2015B Limited Obligation Refunding Bonds and /or
<br />Certificates, with respect to all or a portion of the 2015C Limited
<br />Obligation Refunding Bonds and /or Certificates, or with respect to all or a
<br />portion of the 2015D Limited Obligation Refunding Bonds and /or Certificates,
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