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SECTION 5. The Bonds are sold at private sale to National City Bank,
<br />Cleveland, Ohio (the "Original Purchaser"), and shall be awarded by the Fiscal
<br />Officer with the final purchase price, interest rate or rates and principal
<br />installments due at stated maturity or pursuant to Mandatory Sinking Fund
<br />Redemption Requirements as set forth in the Certificate of Award, in accordance
<br />with law, the provisions of this ordinance and the Original PurchaserVs offer to
<br />purchase the Bonds (as set forth in the Bond Purchase Agreement hereinafter
<br />mentioned) at a purchase price of not less than 97% of par plus accrued interest
<br />to their date of delivery, and the Fiscal Officer shall sign and deliver, in the
<br />name and on behalf of the City, the Bond Purchase Agreement between the City and
<br />the Original Purchaser in substantially the form now on file with the Fiscal
<br />Officer. The Bond Purchase Agreement is approved, toge':her with any changes or
<br />amendment~ that are not inconsistent with this ordinance and not substantially
<br />adverse to the City and that are approved by the Fiscal Officer on behalf of the
<br />City, all of which shall be conclusively evidenced by the signing of the Bond
<br />Purchase Agreement or amendments to the Bond Purchase Agreement. The Mayor and
<br />the Fiscal Officer, as appropriate, are each authorized and directed to sign any
<br />transcript certificates, financial statements and other documents, agreements,
<br />representations and instruments and to take such actions as are necessary or
<br />appropriate to consummate the transactions contemplated by this ordinance. The
<br />Director of Law shall obtain the services of qualified Bond Counsel, and his
<br />selection of Calfee, Halter & Griswold, Bond Attorneys, Cleveland, Ohio, as Bond
<br />Counsel for, the Bonds is hereby confirmed, approved and ratified. The Fiscal
<br />Officer shall cause the Bonds to be prepared, and have the Bonds signed and
<br />delivered, together with a true transcript of proceedings with reference to the
<br />issuance of the Bonds, to the Original Purchaser upon payment of the purchase
<br />price. The proceeds from the sale of said Bonds, except the accrued interest
<br />thereon, shall be paid into the proper fund and used for the purpose for which
<br />the Bonds are being issued under the provisions of this ordinance and may be used
<br />to pay those certain costs of issuance set forth in Section 133.15(B), Ohio
<br />Revised Code; any such costs also may be paid out of any other lawfully availabl~
<br />moneys of the City and any such costs which are future financing costs may be
<br />paid from the same sources from which the principal of and interest on the Bonds
<br />are paid. The accrued interest shall be paid into the Bond Retirement Fund to
<br />be applied to the payment of the principal and interest of the Bonds in the
<br />manner provided by law.
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<br /> The preliminary official statement of the City relating to the
<br />original issuance of the Bonds, substantially in the form now on file with the
<br />Fiscal Officer, is approved and its distribution is authorized. The Mayor and
<br />Fiscal Officer, and any one of them, are authorized and directed to complete and
<br />sign, on behalf of the City and in their official capacities, an official
<br />statement, with such modifications, changes and supplements from the preliminary
<br />official statement as those officers or any one of them shall approve or
<br />authorize. Those officers are authorized, on behalf of the City and in their
<br />official capacities, to (i) determine, and to certify or otherwise represent,
<br />when the official statement is "deemed final" (except for permitted omissions)
<br />by the City as of its date or is a final official statement for purposes of SEC
<br />Rule 15c2-12(b)(1), (3) and (4), (ii) use and distribute, or authorize the use
<br />and distribution of, those official statements and any supplements thereto in
<br />connection with the original issuance of the Bonds, and (iii) complete and sign
<br />those official statements as'so approved together with such certificates,
<br />statements or other documents in connection with the finality, accuracy and
<br />completeness of those official statements.
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<br /> SECTION 6. The Fiscal Officer shall appoint a bank or trust company
<br />to act as the authenticating agent, bond registrar, transfer agent and paying
<br />agent for the Bonds (the "Registrar"). The Fiscal Officer shall sign and
<br />deliver, in the name and on behalf of the City, the Bond Registrar Agreement
<br />between the City and the Registrar (the "Agreement") in substantially the form
<br />now on file with the Fiscal Officer. That Agreement is approved, together with
<br />any changes or amendments that are not inconsistent with this ordinance and not
<br />substantially adverse.to the City and'that are approved by the Fiscal Officer on
<br />behalf of the City, all of which shall be conclusively evidenced by the signing
<br />of the Agreement or amendments to the Agreement. The Fiscal Officer shall
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