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May 18, 2009 (Regular Meeting) <br />Page 1381 <br />or indirectly or contingently to secure any moneys due under the Contract; <br />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. All actions taken by or on behalf of the County to date to <br />effectuate the proposed financing, 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 Board of Commissioners hereby finds and confirms that <br />(i) the Projects and the financing thereof by an installment financing <br />contract is necessary and expedient for the County; (ii) financing of the <br />Projects by an installment financing contract, under the circumstances, is <br />preferable to a bond issue by the County; (iii) the sums to fall due under <br />the installment financing contract are adequate and not excessive for their <br />proposed purpose; (iv) the County's debt management procedures and policies <br />are good and its debt will continue to be managed in strict compliance with <br />law; (v) the increase in taxes, if any, necessary to meet the sums to fall <br />due under the installment financing contract will not be excessive; and (vi) <br />the County is not in default regarding any of its debt service obligations. <br />Section 3. The acquisition, construction and equipping of the 2009 <br />Project, the financing thereof and the granting of security interests <br />therein, all as provided in the Financing Documents referenced in this <br />Resolution, are hereby ratified and approved. <br />Section 9. Each of the Contract, the Purchase Contract and the Deed of <br />Trust is hereby approved in substantially the form submitted to this meeting, <br />and each of the Chairman of the Board of Commissioners or the County Manager <br />is hereby authorized to execute and deliver each of those documents in the <br />name and on behalf of the County, with such changes, insertions or omissions <br />as the persons executing such documents may approve, 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 2009 <br />Certificates, their execution and delivery thereof to constitute conclusive <br />evidence of such approval. The County Cierk is hereby authorized to affix <br />the seal of the County to each of said documents as may be appropriate and to <br />attest to the same. <br />Section 5. The Trust Indenture (including the form of 2009 <br />Certificate) is hereby approved in substantially the form submitted to this <br />meeting, with such changes, insertions or omissions as appropriate, including <br />but not limited to changes, insertions or omissions related to obtaining a <br />policy of municipal bond insurance with respect to all or a portion of the <br />2009 Certificates, as the representative(s) of the County executing the <br />Contract may approve, the execution and delivery of the Contract to <br />constitute conclusive evidence of such approval. The Board of Commissioners <br />hereby approves the sale of the 2009 Certificates 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 Contract. <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 2009 <br />Certificates, and the use thereof by the Underwriters in connection with the <br />public offering and sale of the 2009 Certificates is hereby authorized. Each <br />of 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 />respect to all or a portion of the 2009 Certificates, as the person executing <br />the final Official Statement may approve, the execution and delivery thereof <br />to constitute conclusive evidence of such approval. <br />Section 7. Each of the Chairman of the Board of Commissioners, the <br />County Manager and the Director of Finance are authorized to approve all <br />