98-075 Ordinance - Laserfiche WebLink

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.?? "Rule" means Rule 15c2-12 prescribed by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. "Specified Events" means the occurrence of any of the following events, within the meaning of the Rule, with respect to the Notes as applicable: principal and interest payment delinquencies; non-payment related defaults; unscheduled draws on debt service reserves reflecting financial difficulties; unscheduled draws on credit enhancements reflecting financial difficulties; substitution of credit or liquidity providers, or their failure to perform; adverse tax opinions or events affecting the tax-exempt sta.tus of the Notes; modifications to rights of holders or beneficial owners of the Notes; Note calls; defeasances; release, substitution or sale of property securing repayment of the Notes; and rating changes. The City has not obtained or provided, and does not expect to obtain or provide, any debt service reserves, credit enhancements or credit or liquidity providers for the Notes, the Notes are not subject to call for redemption prior to maturity, and repayment of the Notes is not secured by a lien on any property capable of release or sale or for which other property may be substituted. For the benefit of the holders and beneficial owners from time to time of the Notes, the City agrees, as the only obligated person with respect to the Notes under the Rule, to provide or cause to be provided such notices, in such manner, as may be required for purposes of paragraph (b)(5)(i)(C) of the Ru1e, including specifically notice (A) to (i) each nationally recognized mwucipal securities information repository (NRMSIR) designated from time to time by the Securities and Exchange Commission in accordance with the Rule or (ii) the Municipal Securities Rulemaking Board (MSRB), and (B) to any Ohio state information depository (SID), in a timely manner, of the occurrence of any Specified Event, if that event is material. (The City's agreement in this paragraph is herein referred to as the Continuing Disclosure Agreement). The Director of Finance is further authorized and directed to establish procedures to ensure compliance by the City with the Continuing Disclosure Agreement, including timely provision of notices as described above. Prior to providing notice of the occurrence of any Specified Event or of any other events, the Director of Finance shall consult with and obtain legal advice from, as appropnate, the Director of Law and bond or other qualified independent special counsel selected by the City. The Director of Finance, acting in the name and on behalf of the City, shall be entitled to rely upon any such legal advice in determining whether a notice should be provided. The City reserves the right to amend the Continuing Disclosure Agreement, and to obtain the waiver of noncompliance with any provision of that Agreement, as may be necessary or appropriate to achieve its compliance with any applicable federal securities law or rule, to cure any ambiguity, inconsistency or formal defect or omission, and to address any change in circumstances arising from a change in legal requirements, change in law, or change in the identity, nature or status of the City, or type of business conducted by the City. Any such amendment or waiver will not be effective unless the Agreement (as amended or taking into account such waiver) would have complied with the requirements of the Rule at the time of the primary offering of the Notes, after taking into account any applicable amendments to or official interpretations of the Rule, as well as any change in circumstances, and until the City sha11 have received: either (i) a written opinion of bond or other qualified independent special counsel selected by the City that the amendment or waiver would not materially unpair the interests of holders or beneficial owners of the Notes or (ii) the written consent to the amendment or waiver of the holders of at least a majority of the principal amount of the Notes then outstanding. The Continuing Disclosure Agreement sha11 be solely for the benefit of the holders and beneficial owners from time to time of the Notes. The exclusive remedy for any breach of the Agreement by the City sha11 be limited, to the extent permitted by law, to a right of holders and beneficial owners to institute and maintain, or to cause to be mstituted and maintained, such -4- _