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The Documents in final form, however, must provide for the principal amount of limited <br /> obligation bonds to not exceed $28,000,000, a true interest cost of the financing not to exceed <br /> 3.75%, and a financing term not to extend beyond December 31, 2035. The amount financed <br /> under the Documents may include amounts to pay financing expenses and other necessary and <br /> incidental costs. <br /> 3. Sale of Bonds;Approval of Official Statement— The Board appoints Robert W. <br /> Baird & Co. to underwrite a public offering of the proposed limited obligation bonds. <br /> The Board approves the draft official statement submitted to this meeting as the form of <br /> the preliminary official statement pursuant to which the underwriter will offer the bonds for sale. <br /> The preliminary official statement as distributed to prospective investors must be in substantially <br /> the form presented, with such changes as the Finance Officer may approve. The Board directs <br /> the Finance Officer, after the sale of the bonds, to complete and otherwise prepare the <br /> preliminary official statement as an official statement in final form. <br /> The Board authorizes the use of the preliminary official statement and the final official <br /> statement (collectively, the "Official Statement") by the underwriter in connection with the sale <br /> 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 untrue <br /> statement of a material fact nor omits to state a material fact required to be included therein for <br /> the purpose for which such Official Statement is to be used or necessary to make the statements <br /> therein, in light of the circumstances under which they were made,not misleading. <br /> 4. Call of 2006 Certificates for Prepayment -- The Board authorizes the Finance <br /> Officer to make, on the County's behalf, an irrevocable call for redemption of such of the <br /> Certificates of Participation (Orange County Public Improvement Projects), Series 2006, as the <br /> Finance Officer deems beneficial to the County. The Finance Officer will make this call for <br /> redemption by the execution and delivery of an appropriate certificate in connection with the <br /> original delivery of the planned limited obligation bonds. <br /> S. Authorization To Refinance Obligations with Existing Lenders — The Board <br /> understands that it may be in the County's best interest to modify some or all of the 2006 <br /> Obligations through agreements with the current lenders, instead of refinancing those obligations <br /> through the issuance of the limited obligation bonds. The Finance Officer, and all other County <br /> officers and representatives, are authorized to take all appropriate action to carry out such <br /> modifications and refinancings with the existing lenders if the Finance Officer deems that option <br /> to be in the County's best interests. <br /> 6. Officers To Complete Closing — The County Manager, the Finance Officer and <br /> all other County officers and employees are authorized to take all proper steps to complete the <br /> financing in accordance with the terms of this resolution. <br /> The Board authorizes the County Manager to hold executed copies of all financing <br /> documents authorized by this resolution in escrow on the County's behalf until the conditions for <br /> their delivery have been completed to her satisfaction, and then to release the executed documents <br /> for delivery to the appropriate persons or organizations. <br /> 2 <br />