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Anticipation Notes, Series 199T'; 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 as may be <br />requested by the original purchaser;, and shall be executed by the Mayor and Fiscal Officer. <br />provided that one of such signatures may be a facsimile signature. <br /> <br /> Section 5. 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 rote not exceeding 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 Exhibit 1. 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 shail cause the Notes to be prepared, and have the Notes signed and delivered, together <br />with a tree transcript of proceedings with reference to the issuance of the Notes, to the original <br />purchaser thereof upon payment of the purchase price. The proceeds from the sale of said Notes, <br />except the accrued interest thereon, shall be paid into the proper fund and used for the purpose <br />for which the Notes are being issued under the provisions of thl.q 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 13.3.15(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 the principal of and interest on the Notes arc paid, which monies are hereby <br />appropriated for such purpose. Any sccrued 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 /> <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 1986, as amended (the <br />"Cede"). The Piscal Officer, as the fiscal officer, or any other officer of the City having <br />mspousibility for the issuance of the Notes shall give an appropriate certificate of the City, for <br />inclusion in the transcript 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 />ei.,'mmstances, and estimates on which they are based, and other facts and circumstances relevant <br />to the tax treatment of interest on the Notes. <br /> <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 tax purposes, and (b) will not take or permit ~o be taken any actions which <br />would adversely affect that exclusion, and that it, or persons acting for it, will, among other acts <br />of compliance, (i) apply the proceeds of the Notes to the govcnunentafl purpose of the borrowing, <br />(ii) mstr/ct the yield on invesunent property acquimt with those proceed.s, (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 extent necessary to assure such exclusion of that interest under the Code. The Fiscal Officer <br />and other appropriate officers am hereby authorized and direeted 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 the <br />Notes (the "Notehoiders") and to assist the original purchaser in complying with S.E.C. <br />Rute'l 5c2-12(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 Noteholder may <br />take such actions as may be necessary and appropriate to cause the City to comply with its <br />obligations under this Section. <br /> <br />II XFliNIX'~I.12.'t:'~I4212FAD ~II II 2 <br /> <br /> <br />