R ESOLUTION 26-01 Page 4
means for the submission of competitive bids, including but not limited to electronic bids via such service provider as the Executive Director deems appropriate, (ii) to determine the terms and conditions for such sale, including but not limited to, the conditions for acceptance of bids and the criteria for the selection of a winning bidders, subject to the limitations set forth in this Resolution, (iii) to prepare a notice of sale setting forth the terms and conditions of such sales (the “ Notice of Sale ”), and (iv) to advertise such sale, including but not limited to publication of the Notice of Sale or a summary thereof by any electronic medium, financial journal, or such other manner as the Executive Director deems appropriate, at least ten days before the date set for the receipt of bids. (e) The Executive Director and the Chief Financial Officer shall provide a report of the results of the sale of the Series 2026 PFC Bonds at the first meeting of the MDTA occurring after the sale of the Series 2026 PFC Bonds. Section 4 . The Executive Director is hereby authorized to engage, as appropriate, the services of a trustee, a registrar, a paying agent, an underwriter, a feasibility consultant, engineers, accountants, printers and such other service providers as the Executive Director deems appropriate from time to time with respect to the Series 2026 PFC Bonds. Section 5 . The MDTA hereby authorizes the Executive Director, Chief Financial Officer and other staff of the MDTA, with the assistance of its counsel, bond counsel and its financial advisors, to prepare a preliminary official statement, a final official statement, a private placement memorandum or any other form of offering and disclosure documents (each referred to herein as, an “ Official Statement ”) for the sale related to the Series 2026 PFC Bonds and to distribute each Official Statement to the entities that they shall deem appropriate. Section 6 . The MDTA hereby authorizes the Executive Director, with the assistance of counsel, bond counsel and appropriate officers and staff of the MDTA, to negotiate the terms of any lease agreements, including supplements and amendments to existing agreements (collectively, the “ Lease Agreements ”), and any financing agreements, including supplements and amendments to existing agreements (collectively, the “ Financing Agreements ”), related to issuing and financing the 2026 PFC Projects. Section 7 . Subject to the terms set forth in this Resolution, the MDTA hereby authorizes its Executive Director, with the assistance of other officers of the MDTA, counsel to the MDTA, its bond counsel, financial advisors, and staff, to prepare (i) a Fifth Supplemental PFC Trust Agreement to secure the payment of one or more series of PFC Bonds with the PFC Revenues for the purpose of financing the 2026 PFC Projects, (ii) one or more bond certificates for the Series 2026 PFC Bonds (each, a “ Bond Certificate ”), and (iii) a continuing disclosure agreement (“ Continuing Disclosure Agreement ”) to assist the underwriters of the Series 2026 PFC Bonds in complying with the requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. Section 8. The Chairman of the MDTA (the “ Chairman ”) and the Executive Director are hereby authorized to execute and deliver on behalf of the MDTA each Bond Certificate by their manual or facsimile signatures. The Executive Director of the MDTA is hereby authorized
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