57-06 Issuance/Sale of Notes - The Cliffs $2,000,000

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"Noteholders'') and to assist the original purchaser in complying with SEG Rule 15c2-12(b)(5). The City hereby covenants and agrees that it will comply with and carry out all of the provisions ofthe Disclosure Certificate. Failure of the 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. Section 9.. It is hereby determmed that all acts, conditions.and things necessary to be done precedent to and in the issuing of the Notes, in .order to make them legal, valid and binding obligations of the City, have been or will have been done and performed in regular and due form as required by law; and that no limitation of indebtedness or taxation, either statutory or constitutional, will be exceeded in the issuance ofthe Notes, Section 10. The Clerk of Couucil is hereby directed tõ forward or cause to be forwarded a certified copy of this Ordinance to the Couuty Auditor of Cuyahoga Couuty and to secure a receipt therefor. Section 11. The Mayor, Director of Finance, Law Director and the Clerk of Council, as appropriate, are each authorized and directed to prepare, execute and deliver any transcript certificates, financial statements and other documents, agreéments, representations and instrµments and to take such actions as are necessary or appropriate to conswnmate the issuance of the Notes as provided in this Ordinance Section 12. It is found and determined that all formal actions of this Couucil concerning and relating to the passage of this Ordinance were ~opted in an open meeting of this Council, and that all such deliberations of this Council and any of its 'Committees that resulted in such fonnal action, were in meetings open to the public, in compliance with all legal requirements, including the City's Charter, Codified Ordinances and any applicable provisions of Section 121.22 of the Ohio Revised Code. Section 14. This Ordinance is hereby declared to be an emergency measure necessary for the immediate preservation of the public peace, health, safety and welfare in the City, and for the usual daily operation of the City for the reasons set forth and defined in the preamble to this Ordinance, and provided it receives the affirmative vote of at least five (5) of its members elected to Council, this Ordinance shall take effect and be in force immediately upon its passage by the Couucil and approval by the Mayor; otherwise, it shall take effect and be in force after the earliest period allowed by law. Passed: (}4 ð 17 ,2006 t2AA,Lk President of Couuci¡ ,2006 ?<1 ~ 7- #0'- ,2006 Clerk of uucil Approved: dz'.to /1 ,2006 ~J,/8tnr ,2006 {ORDINANCE, TIP (KLF3740-2)¡2} 4