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<br />NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE <br />COUNTY OF CABARRUS, NORTH CAROLINA, AS FOLLOWS; <br /> <br />Section I. Appointment of Underwriting Team. The Board hereby appoints (a) UBS to serve <br />as the book-running senior manager and Ferris as the co-manager for all negotiated governmental Debt <br />Instruments issued by or on behalf of the County and (b) UBS and Ferris to serve jointly as its financial <br />advisor for all competitively sold governmental Debt Instruments. <br /> <br />Section 2. Term of Appointment. The term of this appointment shall be from the Effective <br />Date of this Resolution through December 31, 2007, with two mutual one-year options ending, <br />respectively, December 31, 2008 and 2009. <br /> <br />Section 3. Compensation. The Underwriting Team shall be compensated. for their efforts <br />from proceeds of the governmental Debt Instruments related to such efforts on terms as follows: $5.50 <br />per bond plus reasonable expenses as Agreed to by the County Manager and/or Deputy County Manager. <br /> <br />Section 4. Further Actions. Under the authority of Section 153A-449 of the General Statutes <br />of North Carolina, as amended, the County Manager, the Chairman, the Finance Officer of the County, <br />the County Attorney and the Clerk to the Board are hereby authorized to reduce the terms of this <br />appointment to writing, such agreement to be executed by the County Manager and the Chairman of the <br />Board, approved by the County Attorney and witnessed by the Clerk to the Board <br /> <br />Section 5. Repealer. All motions, orders, resolutions, ordinances and parts thereof, in conflict <br />with this Resolution are hereby repealed. <br /> <br />Section 6. Severability. If any section, phrase or provision of this Resolution is for any reason <br />declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, <br />phrases or provisions of this Resolution. <br /> <br />Section 7. Effective Date. This Resolution shall become effective on the date of its adoption. <br /> <br />PASSED, ADOPTED AND APPROVED this _ day of March, 2005. <br /> <br />2 <br /> <br />CLT 737387v2 <br /> <br />r:~/6 <br />