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<br />has agreed to enter into a Remarketing Agreement (the "Remarketing Agreement")
<br />with First Union Capital Markets, Corp. (the "Remarketing Agent"). There is
<br />hereby delegated by the Issuer to the Remarketing Agent under the Remarketing
<br />Agreement such authority as is necessary for the establishment of the interest rate
<br />on the Bonds pursuant to the terms of the Trust Agreement and to carry out all
<br />duties established by the Remarketing Agreement.
<br />SECTION 12. First Union National Bank (m such capacity, the
<br />"Tender Agent") is hereby appointed as the initial Tender Agent under the terms of
<br />the Trust Agreement and is hereby authorized to take all actions as such. In order
<br />to facilitate the ability, under this Resolution for bondholders to tender the Bonds
<br />back to the Tender Agent, the Borrower and the Tender Agent will enter into the
<br />Tender Agency Agreement, the execution and delivery of the Tender Agency
<br />Agreement by the Borrower and the Tender Agent is hereby approved.
<br />SECTION 13. Certain rights of the Issuer under the Agreement shall
<br />be assigned by the Issuer to the Trustee under the terms of the Trust Agreement,
<br />all as set forth in the Trust Agreement.
<br />SECTION 14. The Chairman and the Clerk are, subject to the terms
<br />hereof, hereby authorized and empowered to execute and deliver the Bonds, the
<br />Trust Agreement, the Agreement, the Bond Purchase Agreement, and all
<br />documents contemplated thereby, in each case, subject to such changes and
<br />modifications as either of such officers may approve, such execution to be conclusive
<br />evidence of any such approval, and to affix thereto or impress thereon, the seal of
<br />the Issuer.
<br />SECTION 15. The Issuer hereby approves the form and content of and
<br />authorizes the distribution of the Offering Statement relating to the Bonds in
<br />substantially the draft form attached hereto as Exhibit "EA (the "Offering
<br />Statement") in accordance with the intended purposes thereof with such changes,
<br />omissions and insertions to the Offering Statement as the Chairman may, in his
<br />discretion, approve, and the execution and delivery of the Bonds by the officers of
<br />the County as are herein authorized shall constitute conclusive evidence of such
<br />approval.
<br />SECTION 16. The Issuer and the officers, employees and agents of the
<br />Issuer acting on behalf of the Issuer are hereby authorized and directed to execute
<br />such documents, instruments and contracts, whether or not expressly contemplated
<br />hereby, and to do all acts and things required by the provisions of this Resolution
<br />and by the provisions of the Bonds, the Trust Agreement, the Agreement, the
<br />Reimbursement Agreement, the Tender Agency Agreement, the Remarketing
<br />Agreement, the Letter of Credit and the Bond Purchase Agreement authorized
<br />herein, as may be necessary for the full, punctual and complete performance of all
<br />the terms, covenants, provisions and agreements herein and therein contained, or
<br />as otherwise may be necessary or desirable to effectuate the purpose and intent of
<br />this Resolution, or as may be requested by the Underwriter, the Bank, the
<br />Remarketing Agent, the Borrower, the Trustee or the Tender Agent. The Chairman
<br />and the Clerk are hereby designated as the primary officers of the Issuer charged
<br />with the responsibility of issuing the Bonds, and the Chairman is hereby authorized
<br />to delegate to any other person any of the duties or authorizations of the Chairman
<br />or Vice Chairman or the Clerk hereunder.
<br />SECTION 17. In case any one or more of the provisions of this
<br />Resolution shall for any reason be held to be illegal or invalid, such illegality or
<br />invalidity shall not affect any other provisions of this Resolution, and this
<br />Resolution shall be construed and enforced as if such illegal or invalid provision had
<br />not been contained herein. This Resolution is adopted and the Trust Agreement
<br />and the Agreement shall be executed, and the Bonds shall be issued, with the intent
<br />that the laws of the State of Florida shall govern their construction, except as shall
<br />otherwise be expressly provided by the terms thereof.
<br />SECTION 18. All parts of the Inducement Resolution and the other
<br />agreements- emplated thereby not in conflict with the express terms hereof are
<br />hereby reaffirmed. All resolutions or parts thereof in conflict herewith are hereby
<br />repealed.
<br />SECTION 19. This Resolution shall become effective immediately
<br />upon its adoption.
<br />JULY 209 1999
<br />-23-BOOK .' 0 PAGE C 0
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