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March 18, 2013 (Regular Meeting) Page 1466
<br />The County shall appoint such registrars, transfer agents, depositaries
<br />or other agents as may be necessary for the registration, registration of
<br />transfer and exchange of Bonds within a reasonable time according to then
<br />current commercial standards and for the timely payment of principal,
<br />interest and any redemption premium with respect to the Bonds. The County is
<br />to act as the initial registrar, transfer agent and paying agent for the
<br />Bonds (collectively the "Bond Registrar ") , subject to the right of the
<br />governing body of the County to appoint another Bond Registrar. The Finance
<br />Director (or such other officer who shall from time to time perform the
<br />duties of finance officer within the meaning of North Carolina General
<br />Statutes, Section 159 -24, as it may be amended from time to time, or any
<br />successor statute), is hereby designated to act on behalf of the County in
<br />carrying out its responsibilities as Bond Registrar, subject to the right of
<br />the governing body of the County to designate another officer to act on its
<br />behalf, and as such shall keep at the office of the Finance Director,
<br />currently at Cabarrus County Governmental Center, Church Street, SE, Concord,
<br />North Carolina 28026, the books of the County for the registration,
<br />registration of transfer, exchange and payment of the Bonds.
<br />Section 9. The actions of the County Manager and the Finance Director
<br />of the County in applying to the Local Government Commission of North
<br />Carolina for a private sale of the Bonds are hereby approved, ratified and
<br />confirmed. The Local Government Commission of North Carolina is hereby
<br />requested to print and distribute a Preliminary Official Statement and an
<br />Official Statement, including any supplement thereto, relating to the sale of
<br />the Bonds. The Preliminary Official Statement, proposed to be dated on or
<br />about April 10, 2013, substantially in the form presented at this meeting,
<br />and an Official Statement, proposed to be dated on or about April 25, 2013,
<br />in substantially the form of the Preliminary Official Statement presented at
<br />this meeting, with such changes as are necessary to reflect the maturities,
<br />redemption provisions, if any, interest rates and other pricing data of the
<br />Bonds is hereby approved and the Chairman or Vice - Chairman of the Board, the
<br />County Manager and the Finance Director, respectively, of the County are each
<br />hereby authorized to approve changes in such Preliminary Official Statement
<br />or Official Statement, to approve any supplement to such Preliminary Official
<br />Statement or Official Statement and to execute such Official Statement and
<br />any supplement to such Official Statement for and on behalf of the County.
<br />Section 10. The Chairman or Vice - Chairman of the Board, the County
<br />Manager and the Finance Director, respectively, of the County are each hereby
<br />authorized, in the event they determine, in their discretion, such action to
<br />be appropriate and in the best interests of the County in connection with the
<br />issuance of the Bonds, to engage a qualified bank or trust company to serve
<br />as escrow agent in connection with the refunding of the Bonds To Be Refunded
<br />as described in this resolution, and to negotiate, execute and deliver, on
<br />behalf of the County, with the advice of bond counsel to the County, an
<br />Escrow Deposit Agreement to accomplish the refunding of the Bonds To Be
<br />Refunded and to perform the obligations of the County under said Escrow
<br />Deposit Agreement. The Chairman or Vice- Chairman of the Board, the County
<br />Manager and the Finance Director, respectively, of the County are each hereby
<br />further authorized, in the event they determine, in their discretion, such
<br />action to be appropriate and in the best interests of the County in
<br />connection with the issuance of the Bonds to engage a qualified verification
<br />agent to render the customary services of an escrow verification agent in
<br />connection with the refunding of the Bonds To Be Refunded.
<br />Section 11. There may be printed on the reverse of each of any printed
<br />Bonds the legal opinion of Nexsen Pruet, LLC, bond counsel to the County,
<br />with respect to the validity of the Bonds, and there may be printed
<br />immediately following such legal opinion a certificate bearing the manual or
<br />facsimile signature of the Chairman or Vice - Chairman of the Board of the
<br />County, said certificate to be in substantially the following form:
<br />"I HEREBY CERTIFY that the foregoing is a true and correct
<br />copy of the legal opinion on the bonds therein described which was
<br />manually signed by Nexsen Pruet, LLC, Charlotte, North Carolina, and
<br />was dated as of the date of delivery of and payment for said bonds.
<br />Chairman /Vice- Chairman of the
<br />County of Cabarrus, North Carolina"
<br />Section 12. The County covenants that, to the extent permitted by the
<br />Constitution and laws of the State of North Carolina, it will do and perform
<br />all acts and things to comply with the requirements of the Internal Revenue
<br />Code of 1986, as amended (the "Code "), and any related regulations and
<br />procedures in order to assure that interest paid on the Bonds will not be
<br />includable in the gross income of the owners thereof for purposes of federal
<br />income taxation, except to the extent that the County obtains an opinion of
<br />bond counsel to the effect that noncompliance would not result in interest on
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