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September 20, 2010 (Regular Meeting) Page 121 <br />NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners, as <br />follows: <br />Section 1. All actions taken by or on behalf of the County to date to <br />effectuate the proposed plan of refinancing, including the selection of the <br />Underwriters and McGuireWoods LLP, as special counsel, are hereby ratified, <br />approved and authorized pursuant to and in accordance with the transactions <br />contemplated by the Financing 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 2002 First Contract Amendment, the 2003 First <br />Contract Amendment, the 2010B Purchase Contract, the 2010C Purchase Contract <br />and the Escrow Agreement is hereby approved in substantially the form <br />submitted to this meeting, and each of the Chairman of the Board of <br />Commissioners or the County Manager is hereby authorized to execute and <br />deliver each of those documents in the name and on behalf of the County, with <br />such changes, insertions or omissions as the persons executing such documents <br />may approve, including but not limited to changes, insertions or omissions <br />related to obtaining a policy of municipal bond insurance with respect to all <br />or a portion of the 2010B Certificates and /or Limited Obligation Bonds or <br />with respect to all or a portion of the 2010C Certificates and /or Limited <br />Obligation Bonds, the execution and delivery of the 2010B Certificates and /or <br />Limited Obligation Bonds or the 2010C Certificates and /or Limited Obligation <br />Bonds, respectively, to constitute conclusive evidence of such approval. The <br />County Clerk is hereby authorized to affix the seal of the County to each of <br />said documents as may be appropriate and to attest to the same. <br />Section 4. The 2002 First Supplement (including the form of 2010B <br />Certificate and /or Limited Obligation Bond) is hereby approved in <br />substantially the form submitted to this meeting, with such changes, <br />insertions or omissions as appropriate, including but not limited to changes, <br />insertions or omissions related to obtaining a policy of municipal bond <br />insurance with respect to all or a portion of the 2010B Certificates and /or <br />Limited Obligation Bonds, as the representatives) of the County executing <br />the 2002 First Contract Amendment may approve, the execution and delivery of <br />the 2002 First Contract Amendment to constitute conclusive evidence of such <br />approval. The Board of Commissioners hereby approves the sale of 20103 <br />Certificates and /or Limited Obligation Bonds by the Corporation in an <br />aggregate principal amount not in excess of the amount of moneys to be <br />advanced to the County pursuant to the 2002 First Contract Amendment. <br />Section 5. The 2003 First Supplement (including the form of 2010C <br />Certificate and /or Limited Obligation Bond) is hereby approved in <br />substantially the form submitted to this meeting, with such changes, <br />insertions or omissions as appropriate, including but not limited to changes, <br />insertions or omissions related to obtaining a policy of municipal bond <br />insurance with respect to all or a portion of the 2010C Certificates and /or <br />Limited Obligation Bonds, as the representative (s) of the County executing <br />the 2003 First Contract Amendment may approve, the execution and delivery of <br />the 2003 First Contract Amendment to constitute conclusive evidence of such <br />approval. The Board of Commissioners hereby approves the sale of 2010C <br />Certificates and /or Limited Obligation Bonds by the Corporation in an <br />aggregate principal amount not in excess of the amount of moneys to be <br />advanced to the County pursuant to the 2003 First Contract Amendment. <br />Section 6. Each of the Preliminary Official Statement and the Official <br />Statement, in substantially the form of the Preliminary Official Statement <br />submitted to this meeting, is hereby approved in substantially such form, <br />with such changes, insertions and omissions as appropriate, including but not <br />limited to changes, insertions or omissions related to obtaining a policy of <br />municipal bond insurance with respect to all or a portion of the 2010B <br />Certificates and /or Limited Obligation Bonds or with respect to all or a <br />portion of the 2010C Certificates and /or Limited Obligation Bonds, and the <br />use thereof by the Underwriters in connection with the public offering and <br />sale of the 2010B Certificates and /or Limited Obligation Bonds and the 2010C <br />Certificates and /or Limited Obligation Bonds is hereby authorized. Each of <br />the Chairman of the Board of Commissioners or the County Manager is hereby <br />authorized to execute and deliver in the name and on behalf of the County the <br />final Official Statement in substantially such form, with such changes, <br />insertions and omissions, including but not limited to changes, insertions or <br />omissions related to obtaining a policy of municipal bond insurance with <br />