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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 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.
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<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 rate 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 Calfce, 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 hue 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 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 the 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.
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<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 />"Code"). The Fiscal Officer, as the fiscal officer, or any other officer of the City having
<br />responm'bility 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 />circumstances, and estimates on which they are based, and other facts and circumstances relevant
<br />to the tax treatment of interest on the Notes.
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<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 _fe4__,~ral income tax purposes, and (b) will not take or permit to be taken any actions which
<br />would adversely affect thar'exclusion, and that it, or persons acting for it, will, among other acts
<br />of compliance, (i) apply the proceeds of the Notes to thc governmental purpose oftha borrowing,
<br />(ii) n:strict the yield on investment ta'open'y acquired with those proceeds, (iii)make timely
<br />rebam payments to the federal government, (iv)maintain books and records and make
<br />caic,,l-tlons and repons, and (v) refrain from certain uses of proceeds, ail in such manner and to
<br />the ex~nt necessary 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 ac{ions,
<br />make calculations and rebate payments, and make or give repons and certifications as may be
<br />appropriate to assure such exclusion of that interest.
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<br /> ~ection 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 repons 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 />Rule 15c2-12(b)(5), The City hereby covenants and agrees that it will comply with and carry out
<br />all of the provisions of the Disclosure Cenificate. Failure of the City to comply with the
<br />Disclosure Certificate shall not be considered an event of default; however, any Noteholder may
<br />lake such actions as may be necessary and appropriate to cause the City to comply with its
<br />obligations under this Section.
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<br />I1,11 Nl.'k'l142,"12~,1.12921' kG .~11! 9
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