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A TRUE COPY <br />CERTIFICATION ON LAST PAGE <br />J.K. BARTON, CLERK <br />WHEREAS, on March 18,292, following a duly noticed public hearing held by <br />the Indian River County Board of County Commissioners for the purpose of giving all interested <br />persons an opportunity to express their views, either orally or in writing, on the proposed <br />issuance of the Bonds, the Indian River Board of County Commissioners, which has jurisdiction <br />for purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended, over the area <br />in which the portion of the 2008 Projects to be financed or refinanced in Indian River County, <br />Florida, will be located, approved the execution and delivery of this Agreement, the issuance of <br />the Series 2008 Bonds by Palm Beach County and the application of the proceeds thereof; and <br />WHEREAS, the Interlocal Act authorizes Palm Beach County and Indian River <br />County to enter into this Agreement and confers upon Palm Beach County authorization to issue <br />the Series 2008 Bonds and to apply the proceeds thereof to the financing of the 2008 Projects <br />through a loan of such proceeds to the Borrower; and <br />WHEREAS, the parties hereto desire to agree to the issuance of the Series 2008 <br />Bonds by Palm Beach County for such purposes and such agreement by such parties is in the <br />public interest; and <br />WHEREAS, the Borrower has agreed to indemnify Palm Beach County and <br />Indian River County in connection with their execution of this Agreement; <br />NOW, THEREFORE, for and in consideration of the premises hereinafter <br />contained, and intending to be legally bound hereby, the parties hereto agree as follows: <br />SECTION 1. Authorization to Issue the Series 2008 Bonds. Palm Beach County <br />and Indian River County do hereby agree that Palm Beach County is hereby authorized to issue <br />the Series 2008 Bonds in an aggregate principal amount not exceeding $17,000,000 and to loan <br />the proceeds thereof to the Borrower to finance the 2008 Projects, with approximately <br />$4,300,000 of such proceeds to be applied to finance or refinance the 2008 Projects in Indian <br />River County, Florida. Palm Beach County is hereby authorized to exercise all powers relating <br />to the issuance of the Series 2008 Bonds vested in Indian River County pursuant to the <br />Constitution and the laws of the State of Florida and to do all things within the jurisdiction of <br />Indian River County which are necessary or convenient for the issuance of the Series 2008 <br />Bonds and the financing or refinancing of the 2008 Projects to the same extent as if Indian River <br />County were issuing its own obligations for such purposes without any further authorization <br />from Indian River County to exercise such powers or to take such actions. It is the intent of this <br />Agreement and the parties hereto that Palm Beach County be vested, to the maximum extent <br />permitted by law, with all powers which Indian River County might exercise with respect to the <br />issuance of the Series 2008 Bonds and the lending of the proceeds thereof to the Borrower to <br />finance or refinance the 2008 Projects in Indian River County as though Indian River County <br />were issuing such Series 2008 Bonds as its own special limited obligations. <br />SECTION 2. Qualifying project. <br />A. Each of the parties hereto represents that each of the 2008 Projects within <br />its jurisdiction constitutes a "project" as such term is used in Part II, Chapter 159, Florida <br />Statutes. <br />2 <br />