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3. Sa/e of Bonds; Approval of Official Statement - The Board approves and <br />appoints BB&T Capital Markets (a division of Scott & Stringfellow, LLC) as the underwriter of <br />the bonds. <br />The Board approves the draft official statement submitted to this meeting as the form of <br />the preliminary official statement pursuant to which the contemplated limited obligation bonds <br />will be offered for sale. <br />The preliminary official statement as distributed to prospective investors must be in <br />substantially the form presented, with such changes as the Finance Officer may approve. The <br />Board directs the Finance Officer, after the sale of the bonds, to complete and otherwise <br />prepare the preliminary official statement as an official statement in final form. <br />The Board acknowledges that it is the County's responsibility, and ultimately the Board's <br />responsibility, to ensure that the Official Statement in its final form neither contains an untrue <br />statement of a material fact nor omits to state a material fact required to be included therein for <br />the purpose for which such Official Statement is to be used or necessary to make the <br />statements therein, in light of the circumstances under which they were made, not misleading. <br />By the adoption of this resolution, the Board members approve the Official Statement as <br />materially correct and complete, and further acknowledge and accept their own responsibility <br />for causing the County to fulfill these responsibilities for the Official Statement. The Board <br />authorizes and approves the use of the preliminary official statement and final official statement <br />by the underwriters in connection with the sale of the bonds. <br />4. Authorization To Refinance Obligations with Existing Lenders - The Board <br />understands that for certain of the County's outstanding installment financing obligations, it may <br />be in the County's best interest to modify the existing agreements with the current lenders, <br />instead of refinancing those obligations through the issuance of the limited obligation bonds. <br />The Finance Officer, and all other County officers and representatives, are authorized and <br />directed to take all appropriate action to carry out such modifications and refinancings with the <br />existing lenders. <br />5. Authorization to County Manager and Finance Officer To Complete Closing <br />- The County Manager, the Finance Officer and all other County officers and employees are <br />authorized and directed to take all proper steps to complete the financing in accordance with <br />the terms of this resolution. <br />The 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 County's behalf <br />until the conditions for their delivery have been completed to such officer's satisfaction, and <br />thereupon to release the executed copies of such documents for delivery to the appropriate <br />persons or organizations. <br />Without limiting the generality of the foregoing, the Board specifically authorizes the <br />Finance Officer (a) to approve any additional agreements appropriate to carry out the plan of <br />financing contemplated by this resolution, including agreements for the custody or investment <br />of financing proceeds, appointment of additional underwriters and agreements for appropriate <br />professional services, and (b) to approve changes to any documents or closing certifications <br />previously signed by County officers or employees, provided that such changes do not conflict <br />with this resolution or substantially alter the intent from that expressed in the form originally <br />