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July 21, 2003
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<br />Page 201
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<br />body of the IssueF to designate another officer to act on its behalf, and as
<br />such shall keep &= the office of the Finance Officer, currently a= Cabarrus
<br />County Governmental Center, 65 Church Street SE, Concord, North Carolina
<br />28026, the book~ of the Issuer for the registration, regis=ration of
<br />transfer, exchang~ and payment of the Bonds.
<br /> Section 9. ~ The ac=ions of the County Manager and the Finance Officer
<br />of the Issuer i~ applying =o the Local Government Commission of North
<br />Carolina to advertise and sell the Bonds are hereby approved, ratified and
<br />confirmed. The [Local Government Commission of North Carolina is hereby
<br />requested to asklfor sealed bids for the Bonds by publishing notices and
<br />printing and dis~ributing a Preliminary Official Statement and an Official
<br />Statement, including any supplement thereto, relating to the sale of the
<br />Bonds. The Preliminary Official Statement, proposed to be dated on or about
<br />July 25, 2002, substantially in the form presented aC this meeting, and an
<br />Official Statement, proposed to be dated on or about August 5, 2003, in
<br />substantially thai form of the Preliminary Official Statement presented at
<br />this meeting, wtt~ such changes as are necessary to reflect the maturities,
<br />redemption provis~ons, interest rates and other pricing data of the Bonds, as
<br />hereby approved a~d the Chairman or Vice-Chairman of the Board, the County
<br />Manager and the F~nance Officer, respectively, of the Issuer are each hereby
<br />authorized to apl)rove changes in such Preliminary Official Statement or
<br />Official Stateman*:, to approve any supplement to such Preliminary Official
<br />Statement or Offi=ial Statement and to execute such Official Statement and
<br />any supplement to such Official Statement for and on behalf of the Issuer.
<br /> Section 10. The Chairman or Vice-Chairman of the Board, the County
<br />Manager and the F~nance Officer, respectively, of the Issuer are each hereby
<br />authorized, in th~ event they determine, in their dis=re=ion, such action to
<br />be appropriate an~ in the best interests of the Issuer in connection with the
<br />issuance of the B;nds, to engage a qualified bank or trust company to serve
<br />as escrow agent i~ connection with the refunding of the Bonds To Be Refunded,
<br />and to negotiate,, execute and deliver, on behalf of the Issuer, with the
<br />advice of bond counsel to the Issuer, an Escrow Deposit Agreement to
<br />accomplish the r~funding of the Bonds To Be Refunded and to perform the
<br />obligations of th9 Issuer under said Escrow Deposit Agreement. The Chairman
<br />or Vice-Chairman 9f the Board, the County Manager and the Finance Officer,
<br />respectively, of ~he Issuer are each hereb~ further authorized, in the event
<br />they determine, i~ their discretion, such action to be appropriate and in the
<br />best interests of Ithe Issuer in connection with the issuance of the Bonds, to
<br />engage a qualifie~ verification agent to render the customary services of an
<br />escrow verificatic~ agent in corunection with the refunding of the Bonds To Be
<br />Refunded.
<br /> Section 11. The appointment of UBS Financial Services, Inc. to serve
<br />es financial advipor (and to submit a competitive bid at the sale of the
<br />Bonds, if it so desires) in connection with the issuance of the Bonds and the
<br />refunding of the' Bonds TO Be Refunded is hereby ra~ified, approved and
<br />confirmed.
<br /> Section 1R., There may be printed on the reverse of each of any printed
<br />Bonds the legal o~inion of Helms Mulliss & Micker, PLLC, bond counsel to the
<br />Issuer, with respect to the validity of the Bonds, and there may be printed
<br />iuwediately following such legal opinion a certificate bearing the manual or
<br />facsimile signatu~e of the Chairman or Vice-Chairman of the Board of the
<br />Issuer, said certificate to be in substantially the following form:
<br /> .~ HEREBY CERTIFY that the foregoing is a true and correct
<br /> copy ~f the legal opinion on the bonds therein described which
<br /> was m~nually signed by Helms Mulliee & Wicker, PLLC, Charlotte,
<br /> North ~arolina, and was dated as of the date of delivery of and
<br /> payman~ for said bonds.
<br /> IManual or Facsimile Siqnature]
<br /> Chairman/Vice-Chairman of the
<br /> County of Cabarrus, North Carolina
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<br /> Section 13. The Issuer covenants that, to the extant permitted by the
<br />Constitution and laws of the State of North Carolina, it will do and perform
<br />all acts and thin Is to comply with the requirements of the Internal Revenue
<br />Code of 1986, a~ e~nded (the "Code"), and any related regulations end
<br />procedures in ord~r 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, xcept to the extent that the Issuer obtains an opinion of
<br />bond counsel to th~ effect that noncompliance would not result in interest on
<br />the Bonds being in~ludable in the gross income of the owners of the Bonds for
<br />purposes of federa~ income taxation.
<br /> AS necessar~ or appropriate in connection with the issuance of the
<br />Bonds, all office~s, employees and agents of the Issuer are authorized and
<br />directed to provi~ certifications of material facts and estimates as to the
<br />reasonable expect%=ions of the Issuer as of the date(s) the Bonds are
<br />delivered and on behalf of the Issuer to sL~n agreements or acknowledge
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