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3 <br />RES- 2014 -043 Attachment 1 <br />Resolution for the Sale of General Obligation <br />Refunding Bonds in the Maximum Amount of $15,500,000 <br />WHEREAS -- <br />Orange County has previously approved the issuance of general obligation <br />refunding bonds (called the "Bonds" in this resolution) to refinance all or a portion of the <br />County's outstanding General Obligation Refunding Bonds, Series 2005B (called the <br />"Prior Bonds" in this resolution). <br />Wells Fargo Bank, National Association ( "Wells Fargo ") has submitted a proposal <br />for the purchase of the Bonds by Wells Fargo or by a wholly -owned subsidiary of Wells <br />Fargo (in any case, the "Purchaser "). The County has determined to accept this proposal. <br />BE IT RESOLVED by the Board of Commissioners of Orange County, North <br />Carolina, as follows: <br />1. Determination To Sell Bonds -- The County will issue and sell the Bonds <br />and use the proceeds to pay all or a portion of the outstanding balance of the Prior Bonds, <br />along with other related costs. <br />2. Determination To Sell to the Purchaser - The County accepts the proposal <br />for the purchase of the Bonds. The Bonds will be sold to the Purchaser pursuant to the <br />terms of a proposal and a Forward Bond Purchase Agreement in substantially the forms <br />of the drafts presented to this meeting. The Board approves the drafts presented. The <br />Finance Director and the County Manager, or either of them, is authorized to sign and <br />deliver the proposal and the Agreement in their respective final forms. The final forms <br />may have such minor changes from the version presented as the signing officer may <br />approve. The execution and delivery of the final form will be conclusive evidence of the <br />signing officer's approval of the changes. <br />The Agreement in its final form, however, must provide for the principal amount <br />of the Bonds to not exceed $15,500,000, for a final maturity of the Bonds not beyond <br />April 1, 2019 (which is the same final payment date as the Prior Bonds), and for a <br />nominal interest rate on the Bonds not to exceed 2.50 %. <br />The County asks the North Carolina Local Government Commission (the "LGC ") <br />to sell the Bonds to the Purchaser at a private sale, substantially in accordance with the <br />draft proposal, this resolution and the draft Forward Bond Purchase Agreement. <br />3. Pledge of Faith, Credit and Taxing Power -- The County's full faith and <br />credit are hereby irrevocably pledged for the payment of the principal of and interest on <br />