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<br />its date or is a final official statement for purposes of SEC Rule 15c2-12(b)(1), (3) and (4), (iii)
<br />use and distribute, or authorize the use and distribution of the official statement and any
<br />supplements thereto in connection with the original issuance of the Notes, and (iv) complete and
<br />sign that official statement as so approved together with such certificates, statements or other
<br />documents in connection with the finality, accuracy and completeness of the official statement
<br />as they may deem necessary or appropriate.
<br />(c) As used in this Section and this ordinance:
<br />"Note proceedings" means, collectively, this ordinance and such other proceedings
<br />of the City, including the Notes, that provide collectively for, among other things, the rights of
<br />holders and beneficial owners of the Notes.
<br />"Rule" means Rule 15c2-12 prescribed by the Securities and Exchange Commission
<br />pursuant to the Securities Exchange Act of 1934.
<br />"Specified Events" means the occurrence of any of the following events, within the
<br />meaning of the Rule, with respect to the Notes as applicable: principal and interest payment
<br />delinquencies; non-payment related defaults; unscheduled draws on debt service reserves
<br />reflecting financial difficulties; unscheduled draws on credit enhancements reflecting financial
<br />difficulties; substitution of credit or liquidity providers, or their failure to perform; adverse tax
<br />opinions or events affecting the tax-exempt status of the Notes; modifications to rights of holders
<br />or beneficial owners of the Notes; Note calls; defeasances; release, substitution or sale of
<br />property securing repayment of the Notes; and rating changes. The City has not obtained or
<br />provided, and does not expect to obtain or provide, any debt service reserves, credit
<br />enhancements or credit or liquidity providers for the Notes, the Notes are not subject to call for
<br />redemption prior to maturiry, and repayment of the Notes is not secured by a lien on any
<br />property capable of release or sale or for which other property may be substituted.
<br />For the benefit of the holders and beneficial owners from time to time of the Notes,
<br />the City agrees, as the only obligated person with respect to the Notes under the Rule, to
<br />provide or cause to be provided such notices, in such manner, as may be required for purposes
<br />of paragraph (b)(5)(i)(C) of the Rule, including specifically notice to each nationally recognized
<br />municipal securities information repository (NRMSIR) or to the Municipal Securities Rulemaking
<br />Board (MSRB), and to any Ohio state information depository (SID), in a timely manner, of the
<br />occurrence of any Specified Event, if that event is material. (The City's agreement in this
<br />paragraph is herein referred to as the Continuing Disclosure Agreement).
<br />The Mayor and the Director of Finance are further authorized and directed to
<br />establish procedures to ensure compliance by the City with the Continuing Disclosure
<br />Agreement, including timely provision of notices as described above. Prior to providing notice
<br />of the occurrence of any Specifed Event or of any other events, the Mayor and the Director of
<br />Finance shall consult with and obtain legal advice from, as appropriate, the Director of Law and
<br />bond or other qualified independent special counsel selected by the City. The Mayor and the
<br />Director of Finance, acting in the name and on behalf of the City, shall be entitled to rely upon
<br />any such legal advice in determining whether a notice should be provided.
<br />The City reserves the right to amend the Continuing Disclosure Agreement, and to
<br />obtain the waiver of noncompliance with any provision of the Continuing Disclosure Agreement,
<br />as may be necessary or appropriate to achieve its compliance with any applicable federal
<br />securities law or rule, to cure any ambiguity, inconsistency or formal defect or omission, and
<br />to address any change in circumstances arising from a change in legal requirements, change in
<br />D03: [00523.DOCS.NOR05225]NOTE_ORD_STORM_S WRII_$670.
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