37-09 Repeal Ordinance 26-09 - Laserfiche WebLink

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the Holders and beneficial owners of not less than 25% in principal amount of the Notes then outstanding, or (B) by Holders and beneficial owners of not less than 10% in principal amount of the Notes then outstanding, in accordance with Section 133.25(B)(4)(b) or (C)(1), Revised Code, as applicable, or any comparable successor provisions. (6) Appropriation. The performance by the City of the Continuing Disclosure Agreement will be subject to the annual appropriation of any funds that may be necessary to perform it. (7) Term. The Continuing Disclosure Agreement will remain in effect only for the period that the Notes are outstanding in accordance with their terms and the City remains an obligated person with respect to the Notes within the meaning of the SEC Rule. The obligation of the City to provide the Annual Information, audited financial statements, and notices of the events described above will terminate if and when the City is no longer an obligated person with regard to the Notes. Section 9. Financing Costs. The City retains the professional services and authorizes the payment of the Financing Costs for the Notes, as provided in this Section 9. (a) Bond Counsel. The City retains the legal services of Vorys, Sater, Seymour and Pease LLP, as bond counsel for the Notes. The legal services will be in the nature of legal advice and recommendations as to the documents and the proceedings in connection with the issuance and sale of the Notes and rendering legal opinions upon the delivery of the Notes. Bond Counsel must render those services to the City in anattorney-client relationship. Bond Counsel must be paid just and reasonable compensation for those legal services in accordance with its proposal and letter of engagement. (b) Original Purchaser. This Council authorizes and directs the Director of Finance to select the Original Purchaser, either as an underwriter or as a purchaser in a private placement. The Original Purchaser must be paid for services in accordance with any Purchase Agreement, or, if there is no Purchase Agreement, in accordance with its proposal. (c) Registrar. The City retains the services of The Huntington National Bank, or another bank or trust company as determined by the Director of Finance in the Certificate of Award, to act as Registrar for the Notes. The Registrar must perform the services as bond registrar, authenficafing agent, paying agent, and transfer agent for the Notes as provided in this ordinance. The Registrar must be paid for those services in accordance with the Registrar Agreement. -8-