R ESOLUTION 25-01 Page Three
2025 Bonds are special obligations of the MDTA payable, as to principal and interest, solely from the revenues and funds pledged thereto under the Master Trust Agreement, as amended and supplemented, and are not and shall not be deemed (i) to be general obligations of the MDTA, (ii) to constitute obligations of the Department of Transportation of Maryland, or (iii) to constitute a debt or a pledge of the faith and credit or the taxing power of the State of Maryland or any political subdivision thereof. Section 3 . Bond Sale. (a) The MDTA hereby authorizes its Executive Director to sell the 2025 Bonds in one or more sales by either competitive bidding or private negotiation (including but not limited to a direct placement with a financial institution) as determined to by the Executive Director, with the advice of the Chief Financial Officer of the MDTA (the “ Chief Financial Officer ”), its bond counsel, its financial advisors and, as appropriate, other officers and staff of the MDTA, to be the most advantageous for the MDTA, provided that such sales must occur no later than December 31, 2025, unless a later sale date is approved by future resolution of the MDTA. (b) The Executive Director is authorized to determine, with the advice of the Chief Financial Officer, its bond counsel, its financial advisors and, as appropriate, other officers and staff of the MDTA, the rate or rates of interest to be borne by the 2025 Bonds or the method of determining the rates (such rates of all or a portion of the 2025 Bonds may be fixed or variable), if all or a portion of the 2025 Bonds will be sold with taxable or tax-exempt interest, the dates of principal and interest payments and final maturity of the 2025 Bonds, provided that the date of final maturity of the 2025 Bond shall not exceed (i) the useful life of the assets financed with respect to the proceeds used for 2025 Projects and (ii) the final maturity of the Refunded Bonds with respect to proceeds used to refund the Refunded Bonds. (c) If the Executive Director determines to sell all or a portion of the 2025 Bonds by the solicitation of competitive bids, the MDTA hereby authorizes the Executive Director, with the assistance of the Chief Financial Officer, its bond counsel, its financial advisors and, as appropriate, other officers and staff of the MDTA, (1) to determine the means for the submission of competitive bids, including but not limited to electronic bids via such service provider as the Executive Director deems appropriate, (2) 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 bidder, subject to the limitations set forth in this Resolution, (3) to prepare a notice of sale setting forth the terms and conditions of such sale (the “ Notice of Sale ”), and (4) 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 shall deem appropriate, at least ten days before the date set for the receipt of bids. (d) If the Executive Director determines to negotiate the terms of the sale of all or a portion of the 2025 Bonds, the MDTA hereby authorizes the Executive Director, with the assistance of the Chief Financial Officer, its bond counsel, its financial advisors and, as appropriate, other officers and staff of the MDTA, (1) to solicit and accept proposals for the purchase of the 2025 Bonds on a private, negotiated basis, and (2) to negotiate an agreement for
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