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DISCUSSION RE SOUTH COUNTY BOND ANTICIPATION NOTES ATTORNEY COLLINS REPORTED THAT THE UNDERWRITER, SMITH BARNEY, HAS PUT TWO ITEMS IN THEIR PROPOSAL WHICH THEY WILL REQUIRE THE COUNTY TO SIGN PURSUANT TO THE BOND ANTICIPATION NOTES. ONE OF THE ITEMS CONCERNS THE REQUIREMENT FOR THE UNDERWRITERS TO SUBMIT A 2% GOOD FAITH CHECK RATHER THAN THE 1% PROPOSED BY THEM, THIS PERCENTAGE IS POSTED TO INSURE THEY WILL BE ABLE TO SELL THE NOTES, AND IF THEY DON ITITHEY FORFEIT THIS AMOUNT, SECONDLY, AND MORE IMPORTANTLY, THE ATTORNEY FELT, SMITH BARNEY IS REQUIRING THE COUNTY TO WARRANT CERTAIN ITEMS OF INFORMATION THAT APPEAR IN THE BANS AND RESOLUTIONS RATHER THAN TO REPRESENT THEM. ATTORNEY COLLINS EXPLAINED THAT IF YOU REPRESENT SOMETING AND IT IS FOUND NOT TO BE TRUE, THEN YOU CAN BE TAKEN TO COURT ON A TORT ACTION AND IT BECOMES A MATTER OF PROOF AS TO WHETHER YOU HAVE MISREPRESENTED A FACT; IF YOU WARRANT SOMETHING,'YOU CAN °T PUT ON ANY DEFENSE BECAUSE IT EITHER IS OR IT ISN'T. A WARRANTY IS A CONTRACT ACTION WHICH IS DIFFERENT THAN A COURT ACTION AND HAS DIFFERENT REPERCUSSIONS AND POTENTIAL DANGERS, ATTORNEY COLLINS DID NOT FEEL WE WILL GIVE SMITH BARNEY ANY INFORMA- TION THAT IS NOT CORRECT, BUT NOTED YOU CAN NEVER BE TOTALLY SURE. HE CONTINUED THAT HISTORICALLY IN THIS STATE WHEN THIS COUNTY HAS DEALT WITH UNDERWRITERS, WE HAVE ONLY HAD TO REPRESENT MATTERS OF FACT, NOT TO WARRANT THEM,AND OUR BOND COUNSEL IS RECOMMENDING THAT WE NOT WARRANT THE ITEMS. THE ATTORNEY INFORMED THE BOARD THAT AT THIS POINT WE ARE LOGGERHEADS, AND HE BROUGHT THIS MATTER TO THE COMMISSION TO DECIDE THE WAY WE WANT TO GO, HE NOTED THAT OUR BOND COUNSEL HAS SAID THAT SMITH BARNEY SHOULD BE ABLE TO ACCEPT REPRE- SENTATIONS, AND IF THEY ARE NOT, WE DO NOT HAVE TO DEAL WITH THEM. COMMISSIONER SCURLOCK STATED THAT HE HAS WORKED ALONG WITH ATTORNEY COLLINS AND INTERGOVERNMENTAL COORDINATOR THOMAS ON THIS MATTER. THAT HAS COMPLICATED THE MATTER EVEN MORE IS THAT SMITH BARN -EY IS MOVING INTO FLORIDA AND IS TRYING TO ESTABLISH A POSITION WHERE THEY REQUIRE A WARRANTY, HE CONTINUED THAT THE REASON SMITH BARNEY IS TAKING SUCH A STRONG POSITION WITH OUR COUNTY, WHICH ACTUALLY I%J JAN 28 1981 scow. 45 PAGE 743