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3 <br /> <br />Authority is authorized to sign the Final Official Statement and by such signature approve its <br />distribution. <br />SECTION 6. The Authority authorizes the Bonds to be sold by a negotiated sale as <br />provided herein. The Authority hereby authorizes the Controller of the City (the “Controller”) to <br />act on behalf of the Authority with respect to all actions necessary to provide for the sale of the <br />Bonds. The Bonds shall be sold through a negotiated sale in the manner and upon the terms and <br />conditions set forth in a bond purchase agreement (the “Bond Purchase Agreement”) between the <br />Authority and an underwriter, bank, financial institution or other purchaser to be selected by the <br />Controller on behalf of the Authority, at such prices and on such terms as may be determined at <br />the time of such sale and approved by the Controller on behalf of the Authority. The President or <br />any other officer of the Authority is hereby authorized and directed to execute and deliver the Bond <br />Purchase Agreement in the form approved by the President or any other officer of the Authority <br />in the name and on behalf of the Authority as evidenced by the execution thereof and the Secretary- <br />Treasurer or any other officer of the Authority is hereby authorized and directed to attest such <br />execution. Such Bond Purchase Agreement may set forth the definitive terms and conditions for <br />such sale, but all such terms and conditions must be consistent with the terms and conditions of <br />this Resolution, including without limitation, the interest rate or rates on the Bonds, which shall <br />not exceed the maximum rate of interest for the Bonds authorized pursuant to this Resolution. <br />SECTION 7. Prior to the delivery of the Bonds, the Secretary-Treasurer shall be <br />authorized to obtain a legal opinion as to the validity of the Bonds from Barnes & Thornburg LLP, <br />bond counsel for the Authority, and to furnish such opinion to the purchaser or purchasers of the <br />Bonds. The cost of such opinion shall be considered as part of the costs incidental to the issuance <br />of the Bonds and shall be paid out of proceeds of said Bonds. <br />SECTION 8. If the Controller, with the advice of the Municipal Advisor to the Authority, <br />determines that market conditions at the time of the sale of the Bonds are such that the Authority <br />is able to finance the Projects and related expenses by issuing Bonds in an aggregate principal <br />amount which is less than $33,000,000, then the Controller, on behalf of the Authority, shall <br />provide for the sale of, and the Authority shall issue, such lesser principal amount of Bonds. <br />SECTION 9. The President or any officer of the Authority or the Controller is authorized <br />and directed to take all steps necessary to procure a rating on the Bonds and/or obtain bond <br />insurance and/or a reserve fund policy for the Bonds to the extent such officer determines, with <br />the advice of the Municipal Advisor, that such rating, insurance, and/or reserve fund policy may <br />be in the best interest of the Authority. <br />SECTION 10. Each officer of the Authority and the Controller is hereby authorized and <br />directed to take all such actions and to execute all such instruments as such officer or officers deem <br />necessary or desirable to carry out the transactions contemplated by this Resolution, including <br />executing a Continuing Disclosure Contract with respect to the Bonds in compliance with the Rule, <br />in such forms as the officer or officers executing the same shall deem proper, to be evidenced by <br />the execution thereof. Any such documents heretofore executed and delivered and any such <br />actions heretofore taken be, and the same hereby are, ratified and approved. <br />SECTION 11. This Resolution and the Indenture upon execution shall constitute a contract <br />between the Authority and the holders of the Bonds, and, after the issuance of the Bonds, this