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-6- by this ordinance. The Director of Finance is authorized, if he determines it to be in the best interest of the City, to combine the issue of Notes with one or more other note issues of the City into a consolidated note issue pursuant to Section 133.30(B) of the Revised Code. (b) The Mayor and the Director of Finance, on behalf of the City and in their official capacities, are authorized and directed to (i) prepare or cause to be prepared, and make or authorize modifications, completions or changes of or supplements to, a disclosure document in the form of an official statement (including an annual information statement) relating to the original issuance of the Notes, (ii) determine, and to certify or otherwise represent, when such an official statement is to be "deemed final" (except for permitted omissions) by the City as of its date or is a final official statement for purposes of SEC Rule 15c2-12(b)(1), (3) and (4), (iii) use and distribute, or authorize the use and distribution of the official statement and any supplements thereto in connection with the original issuance of the Notes, and (iv) complete and sign that official statement as so approved together with such certificates, statements or other documents in connection with the finality, accuracy and completeness of the official statement as they may deem necessary or appropriate. (c) As used in this Section and this ordinance: "Note proceedings" means, collectively, this ordinance and such other proceedings of the City, including the Notes, that provide collectively for, among other things, the rights of holders and beneficial owners of the Notes. "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 status 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 Rule, including specifically notice to each nationally recognized municipal securities information repository (NRMSIR) or to the Municipal Securities Rulemaking Board (MSRB), and 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 Mayor and the Director of Finance are 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 Mayor and the Director of D03: [00523. DOCS. NOR05225]NOTE_ORD_CITY_ADMIN_COM P_$355.