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Resolution No. ____ <br /> <br /> Page 3 of 3 <br />Section 5. Sale of Bonds. The Board hereby approves the sale of the Bonds <br />by negotiation with Siebert Williams Shank & Co., LLC, as underwriter (the <br />“Underwriter”). The Bonds shall be sold to the Underwriter under the Bond Purchase <br />Agreement among the Authority, the City and the Underwriter, which is hereby <br />approved in substantially the form on file with the Secretary, together with any changes <br />therein or additions thereto deemed advisable by an Authorized Officer, and the <br />execution thereof by an Authorized Officer shall be conclusive evidence of the approval <br />of any such changes or additions; provided, that the Underwriter’s discount shall not <br />exceed 0.69%, and the true interest cost of the Bonds shall not exceed 5.50%. An <br />Authorized Officer is hereby authorized and directed for and in the name and on behalf <br />of the Authority to accept an offer from the Underwriter to purchase the Bonds from the <br />Authority and to execute the final form of the Bond Purchase Agreement in the name of <br />the Authority. <br /> <br />Section 6. Official Statement. The Board hereby approves and deems final <br />within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, a <br />preliminary Official Statement for the Bonds in the form on file with the Secretary. An <br />Authorized Officer is authorized, at the request of the Underwriter, to execute an <br />appropriate certificate affirming the Authority’s determination that said preliminary <br />Official Statement has been deemed final within the meaning of said Rule. The Board <br />approves the distribution of the preliminary Official Statement by the Underwriter to <br />prospective investors, in substantially the form on file with the Secretary together with <br />any changes therein or additions thereto deemed advisable by an Authorized Officer. <br />An Authorized Officer is authorized and directed to approve any changes in or additions <br />to a final form of an Official Statement for the Bonds, and the execution thereof by an <br />Authorized Officer will be conclusive evidence of approval of any such changes and <br />additions. The Board authorizes the distribution of the final Official Statement by the <br />Underwriter, which will include final pricing information related to the Bonds. <br /> <br />Section 7. Official Actions. The Chair, Executive Director, Treasurer, <br />Secretary and all other officers of the Authority are each authorized and directed in the <br />name and on behalf of the Authority to make any and all assignments, certificates, <br />requisitions, agreements, notices, consents, instruments of conveyance, warrants and <br />other documents, which they or any of them might deem necessary or appropriate in <br />order to consummate any of the transactions contemplated by the agreements and <br />documents approved under this Resolution. Whenever in this Resolution any officer of <br />the Authority is authorized to execute or countersign any document or take any action, <br />such execution, countersigning or action may be taken on behalf of any person serving <br />in such role in an interim capacity or by any officer or person designated by such officer <br />to act on his or her behalf. <br /> <br />Section 8. Effective Date. This Resolution shall take effect from and after the <br />date of its passage and adoption. <br />Page 11 of 205