96-075 Ordinance - Laserfiche WebLink

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-6- bond or other qualified independent special counsel selected by the City. The Mayor and 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 the Continuing Disclosure 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 Continuing Disclosure 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 shall 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 impair 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 shall 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 Continuing Disclosure Agreement by the City shall 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 instituted and maintained, such proceedings as may be authorized at law or in equity to obtain the specific performance by the City of its obligations under the Continuing Disclosure Agreement. Any individual holder or beneficial owner may institute and maintain, or cause to be instituted and maintained, such proceedings to require the City to provide or cause to be provided a pertinent filing if such a filing is due and has not been made. Any such proceedings to require the City to perform any other obligation under the Continuing Disclosure Agreement (including any proceedings that contest the sufficiency of any pertinent filing) shall be instituted and maintained only (i) by a trustee appointed by the holders and beneficial owners of not less than 25 % in principal amount of the Notes then outstanding or (ii) by holders and beneficial owners of not less than 10 % in principal amount of the Notes then outstanding, in accordance with Section 133.25(B)(4)(b) or (C)(1) of the Revised Code, as applicable (or any like or comparable successor provisions). The performance by the City of the Continuing Disclosure Agreement shall be subject to the annual appropriation of any funds that may be necessary to perform it. The Continuing Disclosure Agreement shall remain in effect only for such period that the Notes are outstanding in accordance with their terms and the City remains an obligated person with respect to the Notes within the meaning of the Rule. The obligation of the City to provide the notices of the Specified Events shall terminate, if and when the City no longer remains such an obligated person. Section 8. The proceeds from the sale of the Notes, except any premium and accrued interest, shall be paid into the proper fund or funds and those proceeds are appropriated and shall be used for the purpose for which the Notes are being issued. Any portion of those proceeds representing premium and accrued interest shall be paid into the Bond Retirement Fund. D03:[00523.DOCS.NOR05225]NOTE ORD GOLF COURSE $4 100.