BC 1984 08 06 - Laserfiche WebLink

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28 (the "Company"), for the purpose of declaring the Authority's intention to provide financing in connection with the expansion by the Company of an existing industrial facility at U.S. Highway 29 South and Rock Hill Church Road in Cabarrus County and the acquisition of certain equipment for the production of coffee (all of which being referred to herein collectively as the "Project"), through the issuance and sale of one or more issues of the Authority's industrial revenue bonds in an aggregate principal amount not exceeding $2.5 million; and WHEREAS, the Company has asked the Authority and this Board to approve the law firm of Fleming, Robinson, Bradshaw & Hinson, P.A., Charlotte, North Carolina (the "Firm"), to act as bond counsel in connection with the issuance of the Authority's industrial revenue bonds financing all or a portion of the cost of the Project; and WHEREAS, the Firm has submitted a written statement to the Authority, with a copy to the Board of Commmissioners for the County of Cabarrus and to the Secretary of the Local Government Commission, a division of the Department of the State Treasurer, showing that the Firm meets the following criteria: 1. The Firm has an office in Charlotte, Mecklenburg County, North Carolina, and has capabilities in each of the following areas: a) North Carolina municipal law including, in particular, The Industrial and Pollution Control Facilities Financing Act, Chapter 159C of the North Carolina General Statutes; b) Municipal finance and municipal securities law; c) Corporate finance and corporate securities law; and d) Tax law including Section 103 of the Internal Revenue Code. 2. The Firm is prepared to render an independent, unqualified approving opinion as to the validity of the industrial revenue bonds of the Authority to be issued in connection with the Project and as to the exemption of interest on such bonds from federal income tax, assuming that, after an appropriate due dilig~ce inquiry, the Firm is satisfied that the specific circumstances of the transaction support such an opinion; and WHEREAS, the Firm has demonstrated to the satisfaction of the Authority and this Board that the Firm does not have a conflict of interest in serving as bond counsel in connection with the Project; that is, the Firm will not represent the Company in connection with the Project and is not general counsel to the Company; and further that the Firm will not represent any lending bank or other institution, underwriter or other party interested in the Project and related bond transaction and would withdraw as bond counsel in the event that any client that it represents as general counsel or on a substantial continuing basis should become so interested in the transaction in a manner that would present a conflict of interest; and further that the Firm is not the Authority's regular counsel or regular counsel for Cabarrus County o~ this Board; and T~R{EREAS, the Firm has advised the'Authority, this Board and the Company that the basis for determining its fee. s in connection with its services as bond counsel would be the amount of time expended by attorneys and legal assistants of the Firm in performing such services; that the basis for for determining expenses of the Firm in connection with its services'as bond counsel .would be that only reasonable, out-of-pocket expenses directly related to the transaction would be charged; and that the Firm's best estimate of its fees in connection with the Project and the related bond transaction is $7,500 to $15,000; and WHEREAS, on the basis of the foregoing and such other investigation as this Board deems necessary, this Board finds that the Firm is fully qualified to act as bond counsel in connection with the Project and meets all criteria for bond counsel as set out in the Guidelines and Procedures for the Employment of Bond Counsel in Industrial Development Bond Financings Under