2008-02-06 Resolution 163 - Laserfiche WebLink

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ninety-nine and percent (99.0%) in accordance with a bond purchase contract to be entered into with respect hereto. The President, the Vice-President and the Secretary-Treasurer of the Authority are, and each of them is, hereby authorized to negotiate, execute and deliver a bond purchase contract on behalf of the Authority to provide for the sale of the Bonds, consistent with the provisions of this Resolution. Section 8. The President and the Vice-President of the Authority are, and each of them is, hereby authorized to approve a Preliminary Official Statement of the Authority (the "Preliminary Official Statement"), to be prepared by or on behalf of the Underwriter, for distribution to potential bidders on the Bonds. The President and the Vice-President of the Authority are, and each of them is, hereby authorized, prior to distribution of the Preliminary Official Statement, to approve and to deem such Preliminary Official Statement, with such changes as may be approved by the President of the Authority upon the advice of counsel, as a "final official statement" as of its date for purposes of the provisions of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"). The Underwriter is hereby authorized and directed to cause to be distributed the Preliminary Official Statement substantially in the form deemed final. Subsequent to the sale of the Bonds, the President and Vice-President of the Authority are, and each of them is, further authorized to approve, execute and authorize distribution of a Final Official Statement (as defined in the Rule) by the Underwriter, with such approval and authorization for distribution to be conclusively established by such execution. The President and the Vice President of the Authority are, and each of them is, further authorized to execute an agreement in connection with the offering of the Bonds in accordance with the Rule by which the Authority agrees to undertake such continuing disclosure obligations as may be required under the Rule. Section 9. If the President, with the advice of the financial advisor to the Authority, determines that market conditions at the time of the sale of the Bonds are such that the Authority is able to finance the Project by issuing the Bonds in an aggregate principal amount which is less than $36,000,000, the Authority shall issue such lesser aggregate principal amount of Bonds. Section 10. After the sale of the Bonds, the President and the Secretary-Treasurer of the Authority are authorized to complete and place or cause to be placed into final form, the Trust Agreement and to execute the same on behalf of the Authority. Section 11. The Agency Agreement is hereby approved in the form submitted to this meeting and the President and the Secretary-Treasurer of the Authority are authorized to execute and attest the Agency Agreement with such changes as may be necessary or appropriate as determined by such officers, said officers' execution and attestation thereof to be conclusive evidence of their approval of such changes. Section 12. The President, the Vice President and the Secretary-Treasurer of this Authority are, and each of them is, hereby authorized to take all such actions and to execute all such instruments as are necessary and desirable to carry out the transactions contemplated by this Resolution, in such forms as the President, the Vice President and the Secretary-Treasurer of the Authority executing the same shall deem proper, to be evidenced by the execution thereof. BDDB01 5085738v1 - 4 -