39-12 Retire Outstanding Note with Bond Proceeds

Home Browse Search

acting in the name and on behalf of the City, shall be entitled to rely upon any such legal advice in determining whether a filing should be made. The performance by the City of its Continuing Disclosure Agreement shall be subject to the annual appropriation of any funds that may be necessary to perform it. Section 10. The Municipal Clerk is directed to deliver a certified copy of this Ordinance and the Final Terms Certificate to the Fiscal Officer of Cuyahoga County, Ohio. Section 11. The City desires to retain the law firm of Benesch, Friedlander, Coplan & Aronoff LLP ("Benesch") to represent the City as bond counsel in connection with the issuance and sale of the Bonds in accordance with the engagement letter from Benesch now on file with the Clerk. That engagement letter is approved and the Mayor• is authorized sign and deliver, in the name of and on behalf of the City, the acceptance of that engagement letter with such changes therein that are not materially adverse to the interests of the City and are approved by the Mayor. The signing and delivery of the engagement letter shall be conclusive evidence that any changes therein are not materially adverse to the interests of the City and have been approved by the Mayor. The City acknowledges that few legal firms actively represent public and private entities in connection with the authorization, sale and issuance of obligations by Ohio political subdivisions, and that the Original Purchaser may in the future request that Benesch represent the Original Purchaser in a matter or matters unrelated to the City. If such a request occurs, the Mayor is further authorized, after consultation with the Director of Law, to waive any conflict of interest if Benesch represents the Original Purchaser in a matter or matters unrelated to the City. Section 12. The Clerk is directed to give public notice of the passage of this Ordinance in accordance with Article III, Section 12 of the Charter. Section 13. This Council determines that all acts and conditions necessary to be done or performed by the City or• to have been met precedent to and in the issuing of the Bonds in order to make them legal, valid and binding general obligations of the City have been performed and have been met, or will at the time of delivery of the Bonds have been performed and have been met, in regular and due form as required by law; that the full faith and credit and general property taxing power (as described in Section 7) of the City are pledged for the timely payment of the principal of and interest on the Bonds; and that no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Bonds. Section 14. This Council finds and determines that all formal actions of this Council concerning and relating to the passage of this Ordinance, and that all deliberations of this Council and any of its committees that resulted in those formal actions, were taken in meetings open to the public, incompliance with the law. Section 15. This Ordinance is declared to be an emergency measure necessary for the immediate preservation of the public property, health and safety of the City, and to provide for the usual daily operations of municipal departments, and for the further reason that the Bonds must be sold promptly in order to retire the Outstanding Note and preserve the credit of the City, 14