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with the current lenders, instead of refinancing those obligations through the issuance of <br />the limited obligation bonds. The Finance Officer, and all other County officers and <br />representatives, are authorized and directed to take all appropriate action to carry out such <br />modifications and refinancings with the existing lenders. <br />S. Authorization to County Manager and Finance Officer To Complete <br />Closirtg - The County Manager, the Finance Officer and all other County officers and <br />employees are authorized and directed to take all proper steps to complete the financing <br />in accordance 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 <br />the Finance Officer (a) to approve any additional agreements appropriate to carry out the <br />plan of financing contemplated by this resolution, including agreements for the custody <br />or investment of financing proceeds, appointment of additional underwriters and <br />agreements for appropriate professional services, and (b) to approve changes to any <br />documents or closing certifications previously signed by County officers or employees, <br />provided that such changes do not conflict with this resolution or substantially alter the <br />intent from that expressed in the form originally signed. The Finance Officer's <br />authorization of the release of any such document for delivery will constitute conclusive <br />evidence of such officer's approval of any such 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 may 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 />3 <br />