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5. Authorization to County Manager and Finance Officer To Complete Closing —The <br /> County Manager, the Finance Officer and all other County officers and employees are <br /> authorized and directed to take all proper steps to complete the financing in accordance <br /> with the terms of this resolution. <br /> The Board authorizes and directs the Finance Officer to hold executed copies of all <br /> financing documents authorized or permitted by this resolution in escrow on the County's <br /> behalf until the conditions for their delivery have been completed to such officer's <br /> satisfaction, and thereupon to release the executed copies of such documents for delivery <br /> to the appropriate persons or organizations. <br /> Without limiting the generality of the foregoing, the Board specifically authorizes the <br /> Finance Officer (a) to approve any additional agreements appropriate to carry out the plan <br /> of financing contemplated by this resolution, including agreements for the custody or <br /> investment of bond proceeds and agreements for appropriate professional services, and <br /> (b) to approve changes to any documents or closing certifications previously signed by <br /> 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 signed. <br /> The Finance Officer's authorization of the release of any such document for delivery will <br /> constitute conclusive evidence of such officer's approval of any such changes. <br /> In addition, the Finance Officer is authorized and directed to take all appropriate steps for <br /> the efficient and convenient carrying out of the County's on-going responsibilities with <br /> respect to the bonds. This authorization includes, without limitation, contracting with third <br /> parties for reports and calculations that may be required under the bonds, this resolution or <br /> otherwise with respect to the bonds. <br /> 6. Miscellaneous Provisions -- All County officers and employees are authorized <br /> and directed to take all such further action as they may consider necessary or desirable in <br /> furtherance of the purposes of this resolution. All such prior actions of County officers and <br /> employees are ratified, approved and confirmed. Upon the absence, unavailability or <br /> refusal to act of the County Manager, the Board's Chair or the Finance Officer, any other of <br /> such officers may assume any responsibility or carry out any function assigned in this <br /> resolution. In addition, upon the unavailability of the Chair or the Clerk, respectively, any of <br /> the rights or responsibilities directed to such officers may be carried out or exercised by the <br /> Vice Chair or any Deputy or Assistant Clerk. All other Board proceedings, or parts thereof, <br /> in conflict with this resolution are repealed, to the extent of the conflict. This resolution <br /> takes effect immediately. <br /> * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * <br /> Exhibit A -- Draft Documents <br /> (a) A draft dated August 22, 2011, of an Installment Financing Contract to be dated <br /> on or about September 1, 2011 (the "Financing Contract"), between the County and <br /> Orange County Public Facilities Company (the "Company), providing for the advance of <br /> funds to the County for the County to refinance other financing obligations, and further <br /> providing for the County's obligation to repay the amounts advanced. <br />