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4 <br />3. Authorization to Finance Officer To Complete Closing -The <br />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 <br />County's behalf until the conditions for their delivery have been completed to such <br />officer's satisfaction, and thereupon to release the executed copies of such <br />documents for delivery to the appropriate persons or organizations. <br />Without limiting the generality of the foregoing, the Board specifically <br />authorizes the Finance Officer to approve changes to any Documents, agreements <br />or certifications previously signed by County officers or employees, provided that <br />such changes do not conflict with this resolution or substantially alter the intent <br />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 <br />conclusive evidence of such officer's approval of any such changes. <br />4. Resolutions As To Tax Matters -- The County will not take or omit <br />to take any action the taking or omission of which will cause its obligations to pay <br />principal and interest (the "Obligations") to be "arbitrage bonds," within the <br />meaning of Section 148 of the "Code" (as defined below), or "private activity <br />bonds" within the meaning of Code Section 141, or otherwise cause interest <br />components of the installment payments to be includable in gross income for <br />federal income tax purposes. Without limiting the generality of the foregoing, the <br />County will comply with any Code provision that may require the County at any <br />time to pay to the United States any part of the earnings derived from the <br />investment of the financing proceeds. In this resolution, "Code" means the United <br />States Internal Revenue Code of 1986, as amended, and includes applicable <br />Treasury regulations. <br />S. Obligations are "Bank-Qualified" -The County designates its <br />payment Obligations as "qualified tax-exempt obligations" for the purpose of Code <br />Section 265(b)(3), which provides certain tax advantages for financial institutions <br />providing financing to the County. <br />6. Miscellaneous Provisions -- All County officers and employees are <br />authorized and directed to .take all such further action as they may consider <br />necessary or desirable in furtherance of the purposes of this resolution. All such <br />prior actions of County officers and employees are ratified, approved and <br />confirmed. Upon the absence, unavailability or refusal to act of the County <br />Manager, the Board's Chair or the Finance Officer, any other of such officers may <br />assume any responsibility or carry out any function assigned in this resolution. <br />All other Board proceedings, or parts thereof, in conflict with this resolution are <br />repealed, to the extent of the conflict. This resolution takes effect immediately. <br />