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BE IT THEREFORE RESOLVED by the Board of Commissioners of Orange County, North <br />Carolina, as follows: <br />1. Determination to Proceed with Project --The Board confirms its decision to carry out the <br />Project in accordance with the plan described in the Documents. <br />2. Approval of Documents; Direction to Execute Documents -- The Board approves the <br />forms of the Documents submitted to this meeting and directs the Board's Chair to execute <br />and deliver those Documents to which the county is a party. The Documents in their final <br />form must be in substantially the forms presented, with such changes as the Chair may <br />approve; the execution and delivery of any Document by the Chair shall be conclusive <br />evidence of such officer's approval of any such changes. The Documents in final farm, <br />however, must provide far the amount to be financed by the County not to exceed <br />$14,000,000 and for a financing term not to extend beyond December 31, 2010. <br />3. Approval of Officio! Statement -- The Board approves the draft official statement submitted <br />to this meeting as the farm of the preliminary official statement pursuant to which the <br />Certificates {as defined in Exhibit A} will be offered for sale. The preliminary official <br />statement as distributed to prospective investors must be in substantially the farm presented, <br />with such changes as the Finance Officer may approve. The Board directs the Finance <br />Officer, after the sale of the Certificates, to complete and otherwise prepare the preliminary <br />official statement as an official statement in final form. The Board directs the Board's Chair <br />to execute and delivery the final official statement in such form as such officer may approve <br />upon recommendation from the Finance Officer. <br />4. Authorization to Finance Officer to Complete Closing -- The Board authorizes and <br />directs the Finance Officer to hold executed copies of the Documents, and any other <br />documents authorized ar permitted by this resolution, in escrow on the County's behalf until <br />the conditions for the delivery of the Documents have been completed to such officer's <br />satisfaction, and thereupon to release the executed copies of such documents far delivery to <br />the appropriate persons or organizations. Without limiting the generality of the foregoing, the <br />Board specifically authorizes the Finance Officer to approve changes to any documents <br />(including the Documents and any closing certifications} previously signed by County officers <br />ar employees, provided that such changes shall not substantially alter the intent of such <br />documents from that expressed in the farms of such documents as executed by such <br />officers. Such officer's authorization of the release of any such document for delivery shall <br />constitute conclusive evidence of such officer's approval of any such changes. <br />5. Authorization to Schoo! Board Attorney -- The Board authorizes and approves actions <br />taken and to be taken by the attorney for the Orange County School Board in connection <br />with the conveyance of the site of the New School to the County and in obtaining a title <br />insurance policy an that site for the County's benefit, and waives any conflict that may arise <br />between such activities on the County's behalf and the attorney's representation of the <br />School Board. <br />6. Miscellaneous Provisions -- All County officers and employees are authorized and directed <br />to take all such further action as they may consider necessary or desirable in furtherance of <br />the execution and delivery of the Documents in final farm and the other purposes of this <br />resolution. All such prior actions of the County officers and employees are ratified, <br />approved, and confirmed. In the Chair's absence, the Vice Chair may assume any <br />responsibility or carry out any function assigned to the Chair in this resolution. All other <br />resolutions, or parts thereof, in conflict with this resolution are repealed, to the extent of the <br />conflict. This resolution shall take effect immediately. <br />This, the 21St day of November 2000. <br />VOTE: UNANIMOUS <br />b. Referral of Shaping Orange County's Future Report <br />