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53 <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 ~nder 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 $65,000,000 (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 $65,000,000. <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 t© 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 26tn day of March, 2001. , <br /> <br />Attest: <br />/s/ Frankie F. Bonds <br /> <br />Clerk <br /> <br />/s/ Arne L. Fennel <br /> <br />Chairman <br /> <br />ITEMS REMOVED FROM THE CONSENT AGENDA FOR DISCUSSION <br /> <br />Award of Bid ($164,798) to Lake Electric for Electrical Renovations <br /> <br />(Generator) at Governmental Center <br /> <br /> <br />