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July 21, 2003 Page 201
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<br />body of the Issuer to designate another officer to act on its behalf, and as
<br />such shall keep at the office of the Finance Officer, currently at Cabarrus
<br />County Governmental Center, 65 Church Street SE, Concord, North Carolina
<br />28026, the books of the Issuer for the registration, registration of
<br />transfer, exchange and payment of the Bonds.
<br /> Section 9. The actions of the County Manager and the Finance Officer
<br />of the Issuer in applying to 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 ask for sealed bids for the Bonds by publishing notices and
<br />printing and distributing 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 at this meeting, and an
<br />Official Statement, proposed to be dated on or about August 5, 2003, in
<br />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, interest rates and other pricing data of the Bonds, is
<br />hereby approved and the Chairman or Vice-Chairman of the Board, the County
<br />Manager and the Finance Officer, respectively, of the Issuer are each hereby
<br />authorized to approve changes in such Preliminary Official Statement or
<br />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 Issuer.
<br /> Section 10. The Chairman or Vice-Chairman of the Board, the County
<br />Manager and the Finance Officer, respectively, of the Issuer 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 Issuer 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 />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 refunding of the Bonds To Be Refunded and to perform the
<br />obligations of the Issuer under said Escrow Deposit Agreement. The Chairman
<br />or Vice-Chairman of the Board, the County Manager and the Finance Officer,
<br />respectively, of the Issuer are each hereb~ further authorized, in the event
<br />they determine, in their discretion, such action to be appropriate and in the
<br />best interests of the Issuer in connection with the issuance of the Bonds, to
<br />engage a qualified verification agent to render the customary services of an
<br />escrow verification agent in connection with the refunding of the Bonds To Be
<br />Refunded.
<br /> Section 11. The appointment of UBS Financial Services, Inc. to serve
<br />as financial advisor (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 ratified, approved and
<br />confirmed.
<br /> Section 12. There may be printed on the reverse of each of any printed
<br />Bonds the legal opinion of Helms Mulliss & Wicker, PLLC, bond counsel to the
<br />Issuer, 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 />Issuer, 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
<br /> was manually signed by Helms Mulliss & Wicker, PLLC, Charlotte,
<br /> North Carolina, and was dated as of the date of delivery of and
<br /> payment for said bonds.
<br /> [Manual or Facsimile Signature]
<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 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 Issuer obtains an opinion of
<br />bond counsel to the effect that noncompliance would not result in interest on
<br />the Bonds being includable in the gross income of the owners of the Bonds for
<br />purposes of federal income taxation.
<br /> As necessary or appropriate in connection with the issuance of the
<br />Bonds, all officers, employees and agents of the Issuer are authorized and
<br />directed to provide certifications of material facts and estimates as to the
<br />reasonable expectations of the Issuer as of the date(s) the Bonds are
<br />delivered and on behalf of the Issuer~to sign agreements or acknowledge
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