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Anticipation Notes, Series 1997"; such notes shall contain a summary statement of purposes
<br />encompassing the purpose for which the Notes are issued; shall state that they are issued
<br />pursuant to this ordinance; shall be issued in such numbers and denominations ~s may be
<br />requested by the original purchase~, and shall be executed by the Mayor and Fiscal Officer,
<br />provided that one of such signatures may be a facsimile signature.
<br /> Section ,~. The Notes shall be sold at not less than the par value thereof in a
<br />manner determined by the Fiscal Officer to the purchaser offering the lowest interest cost to the
<br />City at an interest rate not exceedln~ that specified in Section 3 of this ordinance after
<br />distribution to prospective purchasers of the Notes of an Invitation for Proposals substantially in
<br />the form attached hereto as E,,d~ibit I. The Director of Law shall obtain the services of qualified
<br />Bond Counsel, and her selection of Calfee, Halter & Griswold LLP, Bond Attorneys, Cleveland,
<br />Ohio, as Bond Counsel for the Notes is hereby confirmed, approved and ratified. The Fiscal
<br />Officer shall cause the Notes to be prepared, and have the Notes signed and delivered, together
<br />with a true transcript of proceedings with reference to the issuance of the Notes, to the origi~l
<br />purchaser thereof upon payment of the purchase price. The proceeds fi'om the sale of said Notes,
<br />except the accrued interest thereon, shall be paid into thc proper fund and used for the purpose
<br />for which the Notes are being issued under the provisions of this ordinance. The proceeds of the
<br />Notes also may be used to pay, and are hereby appropriated to pay, those certain costs of
<br />issuance set forth in Section 133.15(B), Ohio Revised Code; any such costs also may be paid out
<br />of any other lawfully available moneys of the City, which monies are hereby appropriated to
<br />such purpose; any such costs which are future financing costs may be paid from the same sources
<br />from which thc principal of and interest on the Notes are paid, which monies are hereby
<br />appropriated for such purpose. Any accrued interest shall be paid into the Bond Retirement Fund
<br />to be applied to the payment of the principal and interest of the Notes in the manner provided by
<br />law.
<br /> The City covenants that it will restrict the use of the proceeds of the Notes in such
<br /> manner and to such extent, if any, as may be necessary so that the Notes will not constitute
<br /> arbitrage bonds under Section 148 of the Internal Revenue Code of I986, as amended (the
<br /> "Code"). The Fiscal Officer, as the fiscal officer, or any other officer of the City having
<br /> responsibility for the issuance of the Notes shall give an appropriate certificate of the City, for
<br /> inclusion in the l~anscript of proceedings for the Notes, setting forth the reasonable expectations
<br /> of the City regarding the amount and use of all the proceeds of the Notes, the facts,
<br /> circumstances, and estimates on which they are based, and other facts and circumstances relevant
<br /> to the tax treatment of interest on thc Notes.
<br /> The City covenants that it (a) will take or cause to be taken such actions which
<br /> may be required of it for the interest on the Notes to be and remain excluded from gross income
<br /> for federal income ~ax purposes, and Co) will not take or permit to be taken any actions which
<br /> would adversely affect that exclusion, and that it, or persons acting for i&..will, among other acts
<br /> of compliance,, (i) apply the proceeds of the Notes to the gnvemmentai purpose of the borrowing,
<br /> (it') restrict the yield on investment property acquired with those proceeds, (iii)make timely
<br /> rebate payments to the federal government, (iv)maintain books and records and make
<br /> calculations and repons, and (v) refrain from certain uses of proceeds, all in such manner and to
<br /> the ~xtent necassary to assure such exclusion of that interest under the Code. The Fiscal Officer
<br /> and other appropriate officers are hereby authorized and directed to take any and all actions.
<br /> make calculations and rebate payments, and make or give reports and certifications as may be
<br /> appropriate to assure such exclusion of that interest.
<br />
<br /> Section.7.. The Fiscal Officer is authorized and directed to execute a
<br /> continuing disclosure certificate (the "Disclosure Certificate") setting forth the City's
<br /> undertaking to provide annual reports and notices of certain events dated the date of delivery of
<br /> the Notes and delivered to the original purchaser of the Notes for the benefit of the holders of thc
<br /> No,es (the "Noteholders") and to assist the original purchaser in complying with S.E.C.
<br /> Rule I$c2-12(b)(5). The City hereby covenants and agrees that it will comply with and carry out
<br /> all of the provisions of the Disclosure Certificate. Failure of the City to comply with the
<br /> Disclosure Certificate shall not be considered an event of default; however, any Noteho[der may
<br /> take such actions as may be ncccssary and appropriate to cause thc City'to comply with its
<br /> obligations under this Section.
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