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1. Determination To Proceed with Project-- The Board confirms its decision to <br /> carry out the proposed refinancing. The County will refinance the 2007 SunTrust financing, <br /> along with any other financings the Finance Officer may designate. <br /> 2. Approval of Documents; Direction To Execute Documents -- The Board <br /> approves the forms of the Documents submitted to this meeting. The Board authorizes and <br /> directs the Board's Chair and the County Manager, or either of them, to execute and deliver <br /> those Documents to which the County is a party. The Documents in their respective final <br /> forms must be in substantially the forms presented, with such changes as the Chair or the <br /> County Manager may approve. The execution and delivery of any Document by an <br /> authorized County officer will be conclusive evidence of such officer's approval of any such <br /> changes. The Documents in final form, however, must provide for the principal amount of <br /> limited obligation bonds to not exceed $45,000,000 and a financing term not to extend <br /> beyond December 31, 2027. The collateral pledged to the repayment of the County's <br /> obligations under the Documents may include any portion, or all, of the collateral pledged <br /> to the repayment of obligations that are refinanced. The amount financed under the <br /> Documents may include amounts to pay financing expenses and other necessary and <br /> incidental costs. <br /> 3. Approval of Official Statement—The Board approves the draft official statement <br /> submitted to this meeting as the form of the preliminary official statement pursuant to which <br /> the contemplated limited obligation bonds will be offered for sale. <br /> The preliminary official statement as distributed to prospective investors must be in <br /> substantially the form presented, with such changes as the Finance Officer may approve. <br /> The Board directs the Finance Officer, after the sale of the bonds, to complete and <br /> otherwise prepare the preliminary official statement as an official statement in final form. <br /> The Board approves and appoints BB&T Capital Markets (a division of Scott & Stringfellow, <br /> LLC) and Wells Fargo Securities as the underwriters of the bonds. The Board authorizes <br /> and approves the use of the preliminary official statement and final official statement by the <br /> underwriters in connection with the sale of the bonds. <br /> The Board acknowledges that it is the County's responsibility, and ultimately the Board's <br /> responsibility, to ensure that the Official Statement in its final form neither contains an <br /> untrue statement of a material fact nor omits to state a material fact required to be included <br /> therein for the purpose for which such Official Statement is to be used or necessary to <br /> make the statements therein, in light of the circumstances under which they were made, <br /> not misleading. By the adoption of this resolution, the Board members approve the Official <br /> Statement as materially correct and complete, and further acknowledge and accept their <br /> own responsibility for causing the County to fulfill these responsibilities for the Official <br /> Statement. <br /> 4. Authorization To Refinance Obligations with Existing Lenders —The Board <br /> understands that for certain of the County's outstanding installment financing obligations, it <br /> may be in the County's best interest to modify the existing agreements with the current <br /> lenders, instead of refinancing those obligations through the issuance of the limited <br /> obligation bonds. The Finance Officer, and all other County officers and representatives, <br /> are authorized and directed to take all appropriate action to carry out such modifications <br /> and refinancing with the existing lenders. <br />