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<br />• or investment of Bond proceeds and agreements for appropriate professional services, <br />and (b) to approve changes to any documents or closing certifications previously signed <br />by County officers or employees, provided that such changes do not conflict with this <br />resolution or substantially alter the intent from that expressed in the form originally <br />signed. The Finance Officer's authorization of the release of any such document for <br />delivery will constitute conclusive evidence of such officer's approval of any such <br />changes. <br />In addition, the Finance Officer is authorized and directed to take all appropriate <br />steps for the efficient and convenient carrying out of the County's on-going <br />responsibilities with respect to the Bonds. This authorization includes, without limitation, <br />contracting with third parties for reports and calculations that inay be required under the <br />Bonds, this resolution or otherwise with respect to the Bonds. <br />6. Miscellaneous Provisions -- All County officers and employees are <br />authorized and directed to take all such further action as they may consider necessary or <br />desirable in furtherance of the purposes of this resolution. All such prior actions of <br />County officers and employees are ratified, approved and confirmed. Upon the absence, <br />unavailability or refusal to act of the County Manager, the Board's Chair or the Finance <br />Officer, any other of such officers may assume any responsibility or carry out any <br />• function assigned in this resolution. In addition, upon the unavailability of the Chair or <br />the Clerk, respectively, any of the rights or responsibilities directed to such officers may <br />be carried out or exercised by the Vice Chair or any Deputy or Assistant Clerk. All other <br />Board proceedings, or parts thereof, in conflict with this resolution are repealed, to the <br />extent of the conflict. This resolution takes effect immediately. <br /> <br />Exhibit A --Draft Documents <br />(a) A draft dated November 11, 2010, of an Installment Financing Contract to <br />be dated on or about December 1, 2010 (the "Financing Contract"), between the County <br />and Orange County Public Facilities Company (the "Company), providing for the <br />advance of funds to the County for the County's undertaking of the Project and further <br />providing for the County's obligation to repay the amounts advanced. <br />(b) A draft of a Deed of Trust and Security Agreement to be dated on or about <br />December 1, 2010, from the County to a deed of trust trustee for the Company's benefit, <br />providing far a security interest in the New School (and the associated land) to secure the <br />• County's obligations under the Financing Contract. <br />(c) A draft of a Trust Agreement to be dated on or about December 1, 2010, <br />between the Company and a Trustee, providing for the issuance of limited obligation <br />3 <br />