89-076 Ordinance - Laserfiche WebLink

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~ • .~ ' Section 2. In order to provide funds to pay costs of the Project, this Council hereby agrees to authorize and issue industrial development revenue bonds of the Issuer pursuant to Chapter 165, Ohio Revised Code, upon the terms provided in the form of Agreement to issue bonds by and between the Issuer and the Borrower attached hereto as Exhibit A, which is hereby in all respects approved. The Mayor is hereby authorized and directed to execute such Agreement substantially in such form with such changes as are not adverse to the Issuer as he may approve, such execution being conclusive evidence of approval of any such changes. Section 3. The legal services of the law firm of Amer Cunningham Brennan Co., L.P.A. are hereby retained, such legal services to be in the nature of legal advice and recommendations as to the documents and the proceedings in connection with the security, issuance and sale of the Bonds, and the rendering of approving legal opinions with respect to such financing, all pursuant to the provisions of Chapter 165, Ohio Revised Code. In rendering such legal services, as an independent contractor and in an attorney-client relationship, said firm shall not exercise any administrative discretion on behalf of the Issuer or this Council in the formulation of public policy, expenditure of public funds, enforcement of laws, rules, and regulations of the State, any political subdivision, or the Issuer or the execution of public trusts. Section 4. For such legal services, reasonable fees shall be paid said firm and in addition to such fees, said firm shall be reimbursed for actual out-of-pocket expenses (including but not limited to long distance telephone, travel, duplicating expenses and the like) incurred in rendering such services. Such fees and expenses shall be paid solely from the proceeds of the sale of the Bonds, by the original purchaser of the Bonds as part of the purchase price therefor, or by the Borrower, and if the Bonds are for any reason not delivered, shall be paid by the Borrower pursuant to the agreement by him to indemnify the Issuer against any and aii loss, cost, expense, claims, or actions arising out of or connected with the issuance or sale of the Bonds. Section 5. It is found and determined that all formal actions of this Council concerning and relating to the passage of this Ordinance were taken in an open meeting of this Council, and that all deliberations of this Council and of any of its committees that resulted in such formal action, were in meetings open to the public, in compliance with all legal requirements including Section 121.22, Ohio Revised Code. Section 6. This Ordinance shall be published by number and title only as provided for Ordinances of this Council of a general nature or providing for improvements by the Rules of this Council, as amended. -2-