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SECTI°N 5. The Bonds ~hall be sold to A.G. Edwards 8: Sons, Inc., St. Louis,
<br />Missouri (the "Original Purchaser"), and shall be awarded by the Fiscal Officer with the
<br />aggregate principal amount, date of issuance, Interest Payment Dates, principal payment dates,
<br />final purchase price, interest rate or rates and principal installments due at stated maturity or
<br />pursuant to Mandatory Sinking Fund Redemption Requirements as set forth in the Certificate of
<br />Award, in accordance with law, the provisions of this ordinance and the Original Purchaser's
<br />offer to purchase the Bonds (as set forth in the Bond Purchase Agreement hereinaiter mentioned)
<br />at a purchase price of not less than 97% of par plus accrued interest to their date of delivery, and
<br />the Fiscal Officer shall sign and deliver, in the name and on behalf of the City, a Bond Purchase
<br />Agreement between the City and the Original Purchaser. The Mayor and the Fiscal Officer, as
<br />appropriate, are each authorized and directed to sign any transcript certificates, financial
<br />statements and other documents, agreements, representations and instruments and to take such
<br />actions as are necessary or appropriate to consummate the transactions contemplated by this
<br />ordinance. The Director of Law shall obtain the services of qualified Bond Counsel, and his
<br />selection of Calfee, Halter & Griswold LLP, Bond Attorneys, Cleveland, Ohio, as Bond Counsel
<br />for the Bonds is hereby confirmed, approved and ratified. The Fiscal Officer shall cause the
<br />Bonds to be prepared, and have the Bonds signed and delivered, together with a true transcript of
<br />proceedings with reference to the issuance of the Bonds, to the Original Purchaser upon payment
<br />of the purchase 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 the Bonds are
<br />being issued under the provisions of this ordinance and may be used to pay those certain costs of
<br />issuance set forth in S'cction 133.15(B),-Ohio Revised Code; any such costs also may be paid out
<br />of any other lawfully available moneys of the City and any such costs which are future financing
<br />costs may be 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 be applied to the
<br />payment of the principal and interest of the Bonds in the manner provided by law.
<br />
<br /> A preliminary official statement of the City relating to the original issuance of the
<br />Bonds is authorized to be distributed. The Mayor and Fiscal Officer, and any one of them, are
<br />authorized and directed to complete and sign, on behalf of the City and in their official
<br />capacities, an official statement, with such modifications, changes and supplements from the
<br />preliminary offficial statement as those officers or .any one of them shall approve or authorize.
<br />Those officers are authorized, on behalf of the City and in their official capacities, to
<br />(i) determine, and to certify or otherwise represent, when the official statement is "deemed final"
<br />(except for permitted omissions) by the City as of its date or is a final official statement for
<br />purposes of SEC Rule 15c2-12Co)(1), (3) and (4), (ii) use and distribute, or authorize thc use and
<br />distribution of, those official statements and any supplements thereto in connection with the
<br />original issuance of the Bonds, and (iii)complete and sign those official statements as so
<br />approved together with such certificates, statements or other documents in connection with the
<br />finality, accuracy and completeness of those official statements.
<br />
<br /> SECTION 6. The Fiscal Officer shall appoint a bank or trust company to act as
<br />the authenticating agent, bond registrar, transfer agent and paying agent for the Bonds (the
<br />"Registrar"). The Fiscal Officer shall sign and deliver, in the name and on behalf of the City, a
<br />Bond Registrar Agreement between the City and the Registrar (the "Agreement"). The Fiscal
<br />Officer shall provide for the payment of the services rendered and for reimbursement of expenses
<br />incurred pursuant to the Agreement from the proceeds of the Bonds to the extent available and
<br />then fi'om other moneys lawfully available and appropriated or to be appropriated for that
<br />purpose.
<br />
<br /> SECTION 7. For the purpose of providing the necessary funds to pay the interest
<br />on the foregoing issue of Bonds promptly when and as the same falls due, and also to provide a
<br />fund sufficient to pay the principal of the Bonds when due, there shall be and is hereby levied on
<br />all taxable property in the City, in addition to all other taxes, a direct tax annually during the
<br />period said Bonds are to nm in an amount sufficient to provide funds to pay the interest upon
<br />said Bonds as and when the same fall due, and also to provide a fund for the payment of the
<br />principal of.the Bonds when due, which tax shall not be less than the interest and sinking fund
<br />tax required by Section 11 ofAxticle XII of the Constitution of Ohio.
<br />
<br /> SECTION 8. Said tax shall be and is hereby ordered computed, certified, levied
<br />and extended upon the tax duplicate and collected by the same officers, in the same manner and
<br />atthe same time that taxes for general purposes for each of said years are certified, extended and
<br />
<br />{KLF0962.DOCiI }
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