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3. Officers To Complete Closing - The County Manager, the Finance Officer and all <br /> other County officers and employees are authorized to take all proper steps to complete the <br /> financing in cooperation with the Bank and in accordance with this resolution. <br /> The Board authorizes the Finance Officer to hold executed copies of all financing documents <br /> authorized by this resolution in escrow on the County's behalf until the conditions for their delivery <br /> have been completed to his satisfaction,and then to release the executed copies of the documents for <br /> delivery to the appropriate persons or organizations. <br /> Without limiting the generality of the foregoing,the Board specifically authorizes the Finance <br /> Officer to approve changes to any documents, agreements or certifications previously signed by <br /> County officers or employees, provided that the changes do not conflict with this resolution or <br /> substantially alter the intent from that expressed in the form originally signed.The Finance Officer's <br /> authorization of the release of any document for delivery will constitute conclusive evidence of his <br /> approval of the final form. <br /> In addition, the Finance Officer is authorized to take all appropriate steps for the efficient <br /> and convenient carrying out of the County's on-going responsibilities with respect to the financing of <br /> the Project.This authorization includes,without limitation,contracting with third parties for reports <br /> and calculations that may be required under this resolution or otherwise with respect to the <br /> Agreements. <br /> 4. Resolutions as to Tax Matters--The County will not take or omit to take any action <br /> the taking or omission of which will cause its obligations to pay principal and interest (the <br /> "Obligations") to be "arbitrage bonds," within the meaning of Section 148 of the "Code" (as defined <br /> below), or "private activity bonds" within the meaning of Code Section 141, or otherwise cause <br /> interest components of the installment payments to be includable in gross income for federal income <br /> tax purposes.Without limiting the generality of the foregoing,the County will comply with any Code <br /> provision that may require the County at any time to pay to the United States any part of the <br /> earnings derived from the investment of the financing proceeds.In this resolution,"Code" means the <br /> United States Internal Revenue Code of 1986, as amended, and includes applicable Treasury <br /> regulations. <br /> 5. Acceptance of Property Transfer - The County agrees to accept title to the Grady <br /> Brown School and its associated real property to facilitate the financing arrangements contemplated <br /> by the Agreements. <br /> 6. Miscellaneous Provisions -- All County officers and employees are authorized to <br /> take all further action as they may consider necessary or desirable in furtherance of the purposes of <br /> this resolution. The Board ratifies all prior actions of County officers and employees to this end. <br /> Upon the absence, unavailability or refusal to act of the County Manager, the Chair or the Finance <br /> Officer, any other of those officers may assume any responsibility or carry out any function <br /> assigned in this resolution. In addition,the Vice Chair or any Deputy or Assistant Clerk to the Board <br /> may in any event assume any responsibility or carry out any function assigned to the Chair or the <br /> Clerk, respectively, in this resolution. All other Board proceedings, or parts thereof, in conflict with <br /> this resolution are repealed,to the extent of the conflict.This resolution takes effect immediately. <br />