2004 S Finance - BB&T Refinancing Installment Purchase Agreement

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,, INCUMBENCY AND AUTHORIZATION CERTIFICATE In connection with the execution and delivery by the County of Orange (the "County ") of Installment Financing Contract dated November ,2004 with RBC Centura Bank, I, 11ti~.u. do hereby certify that I am the duly appointed ~~ b ti,~,~,c~.~f'the County of Orange ,apolitical subdivision and body corporate and politic existing under the laws of the State of North Carolina, and that I have custody of the official minutes and other pertinent records of that body. I further certify that: (1) As of the date of this certificate, the persons named below hold the positions listed opposite their names. (2) The persons named below were authorized by the governing body of County of Orange , in a regular meeting held on August 17, 2004 to execute and deliver on behalf of the County the aforesaid Installment Financing Contract to evidence the obligation of the County in connection with the purchase of personal property, including any fixtures (the "Equipment") and the creation of a security interest in the Equipment, together with all other documents and instruments required and contemplated by said Installment Financing Contract, and to carry out the terms of all of the foregoing, all under and pursuant to the provisions of Section 160A-20 of the General Statutes of North Carolina, as amended. Attached hereto is a true, complete and accurate copy of so much of the minutes of the August 17, 2004 Board of Commissioners meeting as relates to this transaction. Such action has not been amended, rescinded, terminated or otherwise revoked and is in full force and effect. (3) The persons named below were on the date or dates of the execution of the Contract, and are on the date hereof, the duly appointed and qualified incumbents of the offices of the County appearing at the left of their respective names and the signatures appearing at the right of their respective names are their genuine signatures. (4) The signatures set opposite the names and positions of the persons named below are such persons' true and authentic signatures. Name Kenneth T. Chavious Position Finance Director Signature (5) The Seal of the County is the same seal of which an impression appears below and on the Contract. (6) No litigation of any kind is now pending or, to the best of our information, knowledge and belief, threatened to restrain or enjoin the execution or delivery of the Contract, or in any manner questioning the proceedings and authority under which the Contract has been executed and delivered, or affecting the validity of such documents.