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RESOLUTION NO. 2008-037 D. The Board of County Commissioners of the County is the elected legislative body of the County, and, based upon representations of the Borrower, the County has jurisdiction over the Indian River County Project for purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"). E. In accordance with Chapter 159, the Bonds and the interest thereon shall not constitute an indebtedness or pledge of the general credit or taxing power of Palm Beach County, the County, the State of Florida or any political subdivision thereof but shall be payable solely from the revenues pledged therefor pursuant to a loan agreement entered into by and between Palm Beach County and the Borrower prior to or contemporaneously with the issuance of the Bonds. SECTION 3. Authorization of Interlocal Agreement. The form of the Interlocal Agreement attached hereto as Exhibit B is hereby approved. The Chairman or Vice Chairman and the Clerk of the Board of County Commissioners are hereby authorized in the name and on behalf of the County pursuant to this Resolution to execute and deliver the Interlocal Agreement on behalf of the County in substantially the form attached to this Resolution, with such changes, insertions and deletions as the officers signing such document may approve, their execution thereof to be conclusive evidence of such approval. The officers executing the Interlocal Agreement are hereby further authorized to do all things which may be required or advisable with respect to or in any way related thereto, including, but not limited to, filing the Interlocal Agreement with the Clerk of the Circuit Court in and for the County in accordance with Section 163.01(11), Florida Statutes, as amended. The Chairman or Vice Chairman and Clerk of the Board of County Commissioners are hereby further authorized to take such further action and execute such further instruments as may be necessary or appropriate to fully effectuate the purpose and intention of this Resolution and the Interlocal Agreement. SECTION 4. Approval. For the purposes of Section 147(f) of the Code, the Board of County Commissioners hereby approves the issuance of the Bonds by Palm Beach County in an aggregate principal amount not exceeding $17,000,000, with approximately $4,300,000 to be applied to finance or refinance the costs of the portion of the Indian River County Project, SECTION 5. Effective Date. This Resolution shall take effect immediately upon its passage. [Remainder of Page Intentionally Left Blank; Signature Page Follows.] 3 JACK_926930.3