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29 <br /> <br />RESOLUTION APPROVING THE SELECTION OF BOND COUNSEL <br />FOR PROPOSED EXEMPT FACILITY REVENUE BONDS TO BE <br />ISSUED BY THE CABARRUS COUNTY INDUSTRIAL FACILITIES <br />AND POLLUTION CONTROL FINANCING AUTHORITY. <br /> <br /> WHEREAS, The Cabarrus County Industrial Facilities and Pollution <br /> Control Financing Authority (the "Authority") is authorized by Chapter 159C, <br /> General Statutes of North Carolina, as amended (the ~Act"), to select and <br /> retain, subject to approval of the Local Government Commission, the bond <br /> attorneys to be associated with the issuance of any bonds, and to pay for <br /> services rendered by bond attorneys out of the proceeds of such issue with <br /> regard to which the services were performed; and <br /> WHEREAS, Corning Incorporated, a corporation organized under the laws <br /> of the State of New York (the "Company"), has entered into negotiations with <br /> the Authority seeking its assistance in the financing of a ~project" within <br /> the meaning of Section 159C-3(11) of the Act, such project to be located <br /> within the boundaries of Cabarrus County, North Carolina (the "County"), <br /> through the issuance of exempt facility revenue bonds of the Authority in the <br /> aggregate principal amount of approximately $60,000,000 (the ~Transaction"); <br /> and <br /> WHEREAS, the Company has requested that the law firm of Chapman and <br /> Cutler (the "Firm") serve as bond counsel for the proposed Transaction; and <br /> WHEREAS, the Firm is on the Local Government Commission's list of <br /> approved bond cOunsel; and <br /> WHEREAS, the Firm has not previously served as bond counsel for either <br />the Authority or the County, and it is .necessary for the Authority and the <br />County to approve such Firm as bond counsel prior to the preparation of or <br />execution of any documents in connection with the Transaction; <br /> NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of <br />Cabarrus County, North Carolina, as follows: <br /> (1) The proposed Transaction consists of facilities for the disposal of <br />sewage and solid wastes (the "Project") at the manufacturing complex of the <br />Company being constructed in Cabarrus County, North Carolina near the City of <br />Concord. <br /> (2) The Company has represented that it will request the Authority to <br />issue exempt facilities revenue bonds in an amount sufficient to finance <br />costs of the Project, currently estimated to be approximately $60,000,000. <br /> (3) This Board of Commissioners does hereby find and determine that the <br />law firm of Chapman and Cutler is qualified to serve as bond counsel for the <br />Authority, in that: <br /> (a) The Firm has extensive experience serVing as bond counsel and <br /> capabilities in each of the following areas: North Carolina municipal <br /> law (including, in particular, Chapter 159C of the General Statutes of <br /> North Carolina, the Industrial and Pollution ~Control Facilities <br /> Financing Act): municipal finance and municipal securities law; <br /> corporate finance and corporate securities law; and tax law; <br /> (b) The Firm has represented to the Authority that it is prepared <br /> to render an independent unqualified approving opinion as to the <br /> validity of the bonds and.as to the exemption of interest on the bonds <br /> from federal income tax; <br /> (c) The Firm does not have a conflict of interest in serving as <br /> bond counsel; the Firm has represented to the Authority that it will <br /> not represent the Company in the Transaction, is not general counsel to <br /> the Company and is not currently representing the Company in connection <br /> with any other matters; the Firm is not regular counsel for either the <br /> Authority or the County; and <br /> (d) The Firm has advised the Authority and the Company that its <br /> legal fees in connection with the Transaction will be based upon the <br /> amount of time expended, calculated at the Firm's normal hourly rates <br /> (plus reimbursement for customary expenses) for the contemplated <br /> Transaction. <br /> (4) The Board of Commissioners hereby concludes that it is in the best <br />interest of the Authority that the Firm serve as bond counsel for the <br />Transaction and approves the selection of the Firm to act in such capacity. <br /> (5) The Clerk is hereby directed to file a copy of this resolution with <br />the Secretary of Authority and with the Division of State and Local <br />Government Finance for the State of North Carolina. <br /> (6) This resolution shall take effect immediately upon its passage. <br /> Passed this 19 day of February, 2001. <br /> <br />Attest: <br />/s/ Frankie F. Bonds <br /> <br />Clerk <br /> <br />/s/ Arne L. Fennel <br /> <br />Chairman <br /> <br /> <br />