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ORDINANCE NO. 96-08_ PAGE 8
<br />inconsistent with this ordinance and not substantially adverse to the Village and that are
<br />approved by them on behalf of the Village, all of which shall be conclusively evidenced by the
<br />signing of the Bond Purchase Agreement or amendments to the Bond Purchase Agreement. The
<br />Director of Finance shall cause the Bonds to be prepared and signed and delivered, together
<br />with a true transcript of proceedings with reference to the issuance of the Bonds, to the Original
<br />Purchaser upon payment of the purchase price. The Mayor, the Director of Finance, the Law
<br />Director and other Village officials, as appropriate, are each authorized and directed to sign any
<br />transcript certificates, financial statements and other documents and instruments and to take such
<br />actions as are necessary or appropriate to consummate the transactions contemplated by this
<br />ordinance.
<br />(b) Official Statement. If in the judgment of the Mayor and the Director of
<br />Finance a disclosure document in the form of an official statement is appropriate relating to the
<br />original issuance of the Bonds, either or both of those officers, on behalf of the Village and in
<br />their official capacities, are authorized to (i) prepare or cause to be prepared, and make or
<br />authorize modifications, completions or changes of or supplements to, such an official statement,
<br />(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 SEC Rule 15c2-12(b)(1), (3) and (4), (iii) use and distribute, or
<br />authorize the use and distribution of those official statements and any supplements thereto in
<br />connection with the original issuance of the Bonds, and (iv) complete and sign those official
<br />statements as so approved together with such certificates, statements or other documents in
<br />comiection with the finality, accuracy and completeness of those official statements.
<br />(c) Continuing Disclosure. As used in this section and this ordinance:
<br />"Bond proceedings" means, collectively, this ordinance, the Certificate of
<br />Award, the Continuing Disclosure Certificate and such other proceedings of the Village,
<br />including the Bonds, that provide collectively for, among other things, the rights of holders and
<br />beneficial owners of the Bonds.
<br />"Continuing Disclosure Certificate" means the certificate authorized herein, to
<br />be substantially in the form on file with the Clerk of Council, which shall constitute the
<br />continuing disclosure agreement made by the Village for the benefit of the holders and
<br />beneficial owners of the Bonds in accordance with the Rule.
<br />"Rule" means Rule 15c2-12 prescribed by the SEC pursuant to the Securities
<br />Exchange Act of 1934.
<br />"SEC" means the Securities and Exchange Commission.
<br />For the benefit of the holders and beneficial owners from time to time of the Bonds,
<br />the Village agrees, in accordance with, and as the only obligated person with respect to the
<br />Bonds under, the Rule, to provide or cause to be provided such financial information and
<br />operating data and notices, in such manner, as may be required for purposes of paragraph (d)(2)
<br />of the Rule. In order to describe and specify certain terms of the Village's continuing
<br />disclosure agreement for that purpose, and thereby to iinplement that agreement, including
<br />provisions for enforcement, ainendment and termination, the Mayor and the Director of Finance
<br />are authorized and directed to sign and deliver, in the name and on behalf of the Village, the
<br />Continuing Disclosure Certificate, with any changes or amendments that are not inconsistent
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