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ORDINANCE NO. 2006-31 PAGE 10
<br />The Director of Finance shall sign and deliver the Certificate of Award and shall cause
<br />the Bonds to be prepared and signed and delivered, together with a true transcript of proceedings
<br />with reference to the issuance of the Bonds, to the Original Purchaser upon payment of the
<br />purchase price. The Mayor, the Director of Finance, the Clerk of Council, the President of
<br />Council, the Law Director and other Village officials, as appropriate, each are authorized and
<br />directed to sign any transcript certificates, financial statements and other documents and
<br />instruments and to take such actions as are necessary or appropriate to consummate the
<br />transactions contemplated by this ordinance. The Director of Finance is authorized, if it is
<br />determined to be in the best interest of the Village, to combine the issue of Bonds with one or
<br />more other unvoted bond issues of the Village into a consolidated bond issue pursuant to Section
<br />133.30(B) of the Revised Code.
<br />(b) Primary Offering Disclosure -- Official Statement. The Mayor and the Director
<br />of Finance are authorized and directed, on behalf of the Village and in their official capacities, to
<br />(i) prepare or cause to be prepared, and make or authorize modifications, completions or changes
<br />of or supplements to, a disclosure document in the form of an official statement (including within
<br />such term, but not limited to, an annual information statement) relating to the original issuance of
<br />the Bonds, (ii) determine, and to certify or otherwise represent, when the official statement is to be
<br />"deemed final" (except for permitted omissions) by the Village as of its date or is a final official
<br />statement for purposes of paragraph (b) of the Rule, (iii) use and distribute, or authorize the use
<br />and distribution of those official statements and any supplements thereto in connection with the
<br />original issuance of the Bonds, and (iv) complete and sign the final official statement together with
<br />such certificates, statements or other documents in connection with the finality, accuracy and
<br />completeness of those official statements as they may deem necessary or appropriate.
<br />(c) Obtaining Rating or Bond Insurance Policv; Covenants with Bond Insurer. If,
<br />in the judgment of the Mayor or the Director of Finance, the filing of an application for (i) a rating
<br />on the Bonds by one or more nationally-recognized rating agencies, or (ii) a policy of insurance
<br />from a company or companies (the Bond Insurer) to better assure the payment of principal of and
<br />interest on the Bonds, is in the best interest of and financially advantageous to this Village, the
<br />Mayor or the Director of Finance may prepare and submit those applications, provide to each such
<br />agency or such Bond Insurer such information as may be required for the purpose, provide further
<br />for the payment of the cost of obtaining each such rating or policy, except to the extent paid by the
<br />Original Purchaser, from the proceeds of the Bonds to the extent available and otherwise from any
<br />other funds lawfully available and that are appropriated or shall be appropriated for that purpose,
<br />and do any and all things and take any and all actions required to secure that, includ'mg, but not
<br />limited to, the entering into agreements on behalf of this Village necessary to secure such policy,
<br />which agreements may be in separate documents or included in the Registrar Agreement or the
<br />Certificate of Award, or any combination thereof. If such policy is obtained, then any provision of
<br />this ordinance, the Certificate of Award or the Registrar Agreement expressly recognizing or
<br />granting rights in or to the Bond Insurer may not be amended in any manner that affects the rights
<br />of the Bond Instuer hereunder without the prior written consent of the Bond Insurer. If such
<br />policy is obtained, then in the event that the debt charges on the Bonds shall be paid by the Bond
<br />Insurer pursuant to such policy, the Bonds shall remain outstanding for all purposes, not be
<br />defeased or otherwise satisfied and not be considered paid by the Village and the covenants,
<br />agreements and other obligations of the Village to the registered owners sha11 continue to exist and
<br />shall run to the benefit of the Bond Insurer, and the Bond Insurer shall be subrogated to the rights
<br />of such registered owners.
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