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ORDINANCE NO. 94- 17 PAGE 2 <br />Village's paying agent, at the main office of Society National Bank, Cleveland, Ohio, or at the <br />principal office of a bank or trust company requested by the Original Purchaser, provided that <br />such request shall be approved by the Director of Finance after determining that the payment <br />at that bank or trust company will adequately protect the funds of the Village and that proper <br />procedures and safeguards are available for that purpose (Paying Agent). The Notes shall be <br />dated as of their date of issuance, and shall mature one year from that date, provided that the <br />Director of Finance may, if it is determined to be necessary or advisable to the sale of the <br />Notes, establish a maturity date that is up to seven days less than one year from the date of <br />issuance by setting forth that maturity date in the certificate signed in accordance with Section <br />6 of this ordinance. If agreed to by the Original Purchaser, the Notes shall be prepayable <br />without penalty or premium at the option of the Village at any time prior to maturity as <br />provided in this ordinance. Prepayment prior to maturity shall be made by deposit with the <br />Paying Agent of the principal amount of the Notes together with interest accrued thereon to the <br />date of prepayment. The Village's right of prepayment shall be exercised by mailing a notice <br />of prepayment, stating the date of prepayment and the name and address of the Paying Agent, <br />by certified or registered mail to the Original Purchaser not less than seven days prior to the <br />date of that deposit, unless that notice is waived by the Original Purchaser. If money for <br />prepayment is on deposit with the Paying Agent on the specified prepayment date following the <br />giving of that notice (unless the requirement of that notice is waived as stated above), interest <br />on the principal amount prepaid shall cease to accrue on the prepayment date, and, upon the <br />request of the Director of Finance, the Original Purchaser shall arrange for the delivery of the <br />Notes at the designated office of the Paying Agent for prepayment and surrender and <br />cancellation. <br />Section 5. The Notes shall be signed by the Mayor and the Director of Finance in <br />the name of the Village and in their official capacities, provided that one of those signatures <br />may be a facsimile. The Notes shall be issued in the denominations and numbers as requested <br />by the Original Purchaser and approved by the Director of Finance, provided that the entire <br />principal amount may be represented by a single note. The Notes shall not have coupons <br />attached, shall be numbered as determined by the Director of Finance and shall express upon <br />their faces the purpose, in summary terms, for which they are issued and that they axe issued <br />pursuant to this ordinance. <br />Section 6. The Notes are sold at not less than par to The Fifth Third Bank, <br />Cincinnati, Ohio (the Original Purchaser) in accordance with law and the provisions of this <br />ordinance. The Director of Finance shall, consistently with the provisions of Sections 3 and 4, <br />establish the interest rate after maturity to be borne by the Notes and their maturity, sign the <br />certificate referred to in Sections 3 and 4, cause the Notes to be prepared, and have the Notes <br />signed and delivered, together with a true transcript of proceedings with reference to the <br />issuance of the Notes if requested by the Original Purchaser, to the Original Purchaser upon <br />payment of the purchase price. The Mayor, the Director of Finance, the Law Director, the <br />Clerk of Council and other Village officials, as appropriate, are each authorized and directed <br />to sign any transcript certificates, financial statements and other documents and instruments and <br />to take such actions as are necessary or appropriate to consununate the transactions <br />contemplated by this ordinance. The Director of Finance is authorized, if it is determined to <br />be in the best interest of the Village, to combine the issue of Notes with one or more other <br />note issues of the Village into a consolidated note issue pursuant to Section 133.30(B) of the <br />Revised Code.