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DocuSign Envelope ID: D1 D7BO29-ODBD-4276-9A2E-BOA56F6EO688 <br />Bonds. The fee to be paid to such firm shall be subject to review and approval by the Director of Finance <br />and shall not exceed the fees customarily charged for such services and shall be paid upon closing of the <br />financing from proceeds of the Bonds. <br />Section 17. Transcript of Proceedings; Execution of Additional Documents. The. officer having <br />charge of the minutes of the Council and any other officers of the Council, or any of them individually, are <br />hereby authorized and directed to prepare and certify a true transcript of proceedings pertaining to the Bonds <br />and to furnish a copy of such transcript to the Original Purchaser. Such transcript shall include certified copies <br />of all proceedings and records of the Council relating to the power and authority of the City to issue the Bonds <br />and certificates as to matters within their knowledge or as shown by the books and records under their custody <br />and control, including but not limited to a general certificate of the Clerk of Council and a no -litigation <br />certificate of the Mayor and the Director of Finance, and such certified copies and certificates shall be deemed <br />representations of the City as to the facts stated therein. Except for the procedure for authenticating the Bonds <br />set forth herein, documents (including this Ordinance) executed, scanned and transmitted electronically and <br />electronic and digital signatures shall be deemed original signatures for said transcript of the Bonds, for e <br />purposes of this Ordinance, and for all matters related thereto, with any such scanned, electronic, and digital <br />signatures having the same legal effect as original signatures. <br />The Director of Finance is hereby authorized and directed to take such action and to execute and <br />deliver, on behalf of this Council, such additional instruments, agreements, certificates, and other documents <br />as may be in his discretion necessary or appropriate in order to carry out the intent of this Ordinance. Such <br />documents shall be in the form not substantially inconsistent with the terms of this Ordinance, as they or in <br />their discretion shall deem necessary or appropriate. <br />Section 18. Satisfaction of Conditions for Bond Issuance. It is hereby found and determined that <br />all acts, conditions and things necessary to be done precedent to and in the issuing of the Bonds in order to <br />make them legal, valid and binding obligations of the City have happened, been done and been performed in <br />regular and due form as required by law; that the full faith, credit and revenue of the City are hereby <br />irrevocably pledged for the prompt payment of the principal and interest thereof at maturity; and that no <br />limitation of indebtedness or taxation, either statutory or constitutional, has been exceeded in issuing the <br />Bonds. <br />Section 19. Compliance with Open Meeting Requirements. It is hereby found and determined <br />that all formal actions of this Council concerning and relating to the adoption of this Ordinance were adopted <br />in an open meeting of this Council, and that all deliberations of this Council and of any of its committees that <br />resulted in such formal action, were in meetings open to the public, in compliance with all legal requirements <br />including Section 121.22 of the Ohio Revised Code. <br />Section 20. Filing of Bond Ordinance. The Clerk of Council is hereby directed to forward a <br />certified copy of this Ordinance to the County Fiscal Officer of Cuyahoga County, Ohio. <br />Section 21. Emergency Measure. This Ordinance is hereby declared to be an emergency <br />measure necessary for the immediate preservation of the public property, health and safety, and to provide <br />for the usual daily operations of municipal departments, and for the further reason that this Ordinance is <br />required to be immediately effective in order to issue and promptly sell the Bonds in order to retire the <br />Outstanding Notes and maximize interest costs savings in a fluctuating bond market and obtain savings in <br />the issuance of the Bonds; and provided it receives the affirmative vote of at least five of this Council, this <br />190017990 10 <br />