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information set forth therein and (ii) a Continuing Disclosure Certificate substantially in the form <br />appended to the final Official Statement. <br />Section 5. Engagement of Professional Services. The Agency hereby authorizes the <br />engagement of the firm of Jones Hall, A Professional Law Corporation, to act as bond counsel <br />and disclosure counsel to the Agency in connection with the financing described herein, and the <br />firm of E. Wagner & Associates, Inc., to act as fmancial advisor to the Agency in connection <br />with the financing described herein. Each of said firms shall perform such services, and receive <br />such compensation, as set forth in the respective proposals from such firms which have <br />previously been made to the Agency. The Designated Officers are hereby authorized to execute <br />contracts with bond counsel/disclosure counsel and financial advisor on behalf of the Agency. <br />Section 6. Official Action. All actions heretofore taken by the officers and agents of the <br />Agency with respect to the issuance of the Bonds are hereby approved, confirmed and ratified. <br />The Designated Officers and the Secretary of the Agency and any and all other officers of the <br />Agency are hereby authorized and directed, for and in the name and on behalf of the Agency, to <br />do any and all things and take any and all actions, including execution and delivery of any and all <br />document revisions, assignments, certificates, requisitions (including, but not limited to, <br />requisitions for payment of costs of issuance of the Bonds), agreements (including, but not <br />limited to, agreements in customary form providing for investment of the proceeds of the Bonds, <br />as further provided in the Indenture), notices, consents, instruments of conveyance, warrants and <br />other documents, which they, or any of them, may deem necessary or advisable in order to <br />consummate the sale, issuance and delivery of the Bonds. Whenever in this Resolution any <br />officer of the Agency is authorized to execute or countersign any document or take any action, <br />such execution, countersigning or action may be taken on behalf of such officer by any person <br />designated by such officer to act on his or her behalf in the case such officer shall be absent or <br />unavailable. <br />Section 7. Effective Date. This resolution shall take effect from and after the date of <br />approval and adoption thereof. <br />Introduced by Agency Member Prola and passed and adopted this 21 S` day of December, <br />2009, by the following called vote: <br />Members of the Agency: <br />AYES: Members Gregory, Prola, Reed, Souza, Starosciak, Stephens; Chair Santos (7) <br />NOES: None (0) <br />ABSENT: None (0) <br />ATTEST: ~~~' lW l~(~V1 <br />Marian Handa, Agency Secretary <br />RESOLUTION NO.2009-024 RDA 4 <br />