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January 22, 2007 (Regular Meeting) Page 232
<br />policy of municipal bond insurance with respect to the 2007 Certificates, as
<br />the representative(s) of the County executing the Contract may approve, the
<br />execution and delivery of the Contract to constitute conclusive evidence of
<br />such approval. The Board of Commissioners hereby approves the sale of the
<br />2007 Certificates by the Corporation in an aggregate principal amount not in
<br />excess of the amount of moneys to be advanced to the County pursuant to the
<br />Contract.
<br />Section 5. Each of the Preliminary Official Statement and the Official
<br />Statement, in substantially the form of the Preliminary Official Statement
<br />submitted to this meeting, is hereby approved in substantially such form,
<br />with such changes, insertions and omissions as appropriate, including but not
<br />limited to changes, insertions or omissions related to obtaining a policy of
<br />municipal bond insurance with respect to the 2007 Certificates', and the use
<br />thereof by the Underwriters in connection with the public offering and sale
<br />of the 2007 Certificates is hereby authorized. Each of the Chairman of the
<br />Board of Commissioners or the County Manager is hereby authorized to execute
<br />and deliver in the name and on behalf of the County the final Official
<br />Statement in substantially such form, with such changes, insertions and
<br />omissions, including but not limited to changes, insertions or omissions
<br />related to obtaining apolicy of municipal bondinsurance with respect to the
<br />2007 Certificates, as the person executing the final Official Statement may
<br />approve, the execution and delivery thereof to constitute conclusive evidence
<br />of such approval.
<br />Section 6. Each of the Chairman of the Board of Commissioners, the
<br />County Manager and the Director of Finance are authorized to approve all
<br />details of the financing of the 2007 Project, including, without limitation,
<br />the amount advanced under the Contract and the aggregate principal amount of
<br />the 2007 Certificates (which shall not exceed $35,000,000), the maturities,
<br />the principal amounts and the interest amounts of the Installment Payments
<br />and the 2007 Certificates, which interest amounts (calculated with respect to
<br />the 2007 Certificates) shall not exceed 5.96 per annum on an effective
<br />interest cost basis, the prepayment terms and prices (which shall not exceed
<br />103$ of the principal amount being prepaid) and the Underwriters' discount
<br />(exclusive of any original issue discount) (which shall not exceed 2.08 of
<br />the principal amount of the 2007 Certificates). Execution of the Contract by
<br />the Chairman of the Board of Commissioners or the County Manager shall
<br />conclusively evidence such approval of all such details of said financing.
<br />Section 7. The Chairman of the Board of Commissioners, the County
<br />Manager, the Director of Finance and the County Attorney are hereby
<br />authorized to take any and all such further action, including approval of
<br />modifications to the Financing Documents, and to execute and deliver for and
<br />on behalf of the County such other documents and certificates (including,
<br />without limitation, agreements with securities depositories, financing
<br />statements, appropriate tax certificates and agreements and other documents
<br />and agreements (including repurchase agreements) relating to the investment
<br />of the proceeds from the execution and delivery of the Contract) as they may
<br />deem necessary or advisable to carry out the intent of this resolution and to
<br />effect the financing pursuant to the Contract and the other Financing
<br />Documents. The County Clerk is hereby authorized to affix the seal of the
<br />County to such documents and certificates as may be appropriate and to attest
<br />to the same and to execute and deliver the same as may be needed. In
<br />addition, said officers are hereby authorized to cooperate with the
<br />Underwriters in preparing and filing such filings under state securities or
<br />"blue sky" laws (including special consents to service of process) as the
<br />Underwriters may request and as the Chairman of the Board of Commissioners,
<br />the County Manager or the Director of Finance shall determine.
<br />Section 8. 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"), in order to assure that interest paid
<br />with respect to the 2007 Certificates will not be includable in the gross
<br />income of the owners thereof for purposes of federal income taxation, except
<br />to the extent that the County obtains an opinion of bond counsel to the
<br />effect that noncompliance would not result in interest with respect to the
<br />2007 Certificates beincJ includable in the gross income of the owners of the
<br />2007 Certificates for purposes of federal income taxation.
<br />Section 9. This Resolution shall become effective immediately upon its
<br />adoption.
<br />Thereupon, upon motion of Commissioner Juba, seconded by Commissioner
<br />Mynatt, the foregoing Yesolution entitled "RESOLUTION APPROVING INSTALLMENT
<br />CONTRACT FINANCING FORILAW ENFORCEMENT FACILITIES PROJECTS IN AN AGGREGATE
<br />PRINCIPAL AMOUNT UP TO $35,000,000 AND THE EXECUTION AND DELIVERY BY THE
<br />CABARRUS COUNTY DEVELOPMENT CORPORATION OF CERTIFICATES OF PARTICIPATION
<br />RELATED THERETO, AUTHORIZING THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS
<br />IN CONNECTION THEREWITH; AND PROVIDING FOR CERTAIN OTHER RELATED MATTERS" was
<br />adopted and passed by the following vote:
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