18-97 Site Improvement Bond $121,000

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pursuant to this ordinance; shall be issued in such numbers and denominations as m,y be requested by the ofi§inal purchaser, and shall be executed by the Mayor and Fiscal Officer. provided that one of such signatures may be a facsimile signature. Section .5. The Notes shall be sold at not less than the par value thereof in a manner d~grmined by the Fiscal Officer to the purchaser offering the lowest interest cost to the City at an haterest rote not exceeding that specified in Section 3 of this ordinance after distribution to prospective purchasers of the Notes of an Invitation for Proposals a~bstuntially in the form attached hereto as Exhibit I. The Director of Law shall obtain the services of qualified Bond Counsel, and her selection of Calfee, Halter & Griswold LLP, Bond Attorneys, Cleveland, Ohio, as Bond Counsel for the Notes ia hereby confirmed, approved and ratified. The Fiscal Officer shall cause the Notes to be prepared, and have the Notes signed and delivered, together with a truc transcript of proceedings with reference to the issuance of the Notes, to the original purchaser thereof upon payment of the purchase price. The proceeds from the sale of said Notes, except thc accrued interest thereon, shall be paid into the proper fund and used for the purpose for which th~ Notes ar~ being issued under the provisions of this ordinance. The proceeds of the Notes also may be used to pay, and are hereby appropriated to pay, those certain costs of issuance set forth in Section 133.I$(B), Ohio Revised Code; any such costs also may be paid out of any other lawfully available moneys of the City, which monies are hereby appropriated to such purpose; any such costs which are future fmanchag costs may be paid from the same sources from which the principal of and interest on the Notes are paid, which monies are hereby appropriated for such purpose. Any accrued interest shall be paid into the Bond Retirement Fund to be applied to the payment of the principal and interest of the Notes ha the manner provided by law. The City covenants that it will restrict the use of the proceeds of the Notes in such ' manner and to such extent, if any, as may be necessary so that the Notes will not constitute arbitrage bonds under Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"). The Fiscal Officer, as the fiscal officer, or any other officer of the City having responsibility for the issuance of the Notes shall give an appropriate cet'tLficate of the City, for inclusion in the transcript of proceedings for the Notes, setting forth the reasonable expectations of the City reganiing the amount and use of all the proceeds of the Notes, the facts, circumstances, and estimates on which they are based, and other facts and circumstances relevant to the tax treatment of interest on the Notes. The City covenants that it (a) will take or cause to be taken such actions which may be requi~ of it for the interest on the Notes to be and remain excluded from gross income for federal income tax purposes, and (b) will not take or permit to be taken any actions which would advasety affect that exclusion, and that it, or pe:eous acting for it, will, among other acts of compliance, (i) apply the proceeds of the Notes to the goventmental purpose of the borrowing ....... (ii) reslrict the yield, on investment protm'ty acquired with those proceeds, (iii)make timely rebate paymmts to the federal gnv~rament, (iv)maintain books and records and make calculations and reports, and (v) refrain from certain uses of pwc~ ail in such manner and to the extent n~_~_mry to assure such exclusion of that interest under th~ Code. The Fiscal Officer and other appropriate officers a~ hereby authorized and directed to take any and ail actions, make calculations and rebate payments, and make or give reports and certifications as may be appropriate to assure such exclusion of that interest. Section 7. The Fiscal Officer is authorized and directed to execute a continuing disclosure certificate (the "Disclosure Certificate") setting forth the City's undertaking to provide annual reports and notices of certain events dated the date of delivery of the Notes and delivered to the original purchaser of the Notes for the benefit of the holders of the Notes (the "Notebolders") and to assist the original purchaser in complying with S.E.C. Rule I5c2-12(b)(5). The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Disclosure Certificate. Fallur~ of thc City to comply with the Disclosure Certificate shall not be considered an event.of default; however, any Noteholder may take such actions as may be necessary and appropriate to cause the City to comply with its obligations under this Section.