|
,,,?.?,.?,?..?. ._ ,:....r.. . .... 4...?.?. ?....?.....?,..?..?..??w,,.. _ .... _
<br />
<br />? -4- ?
<br />at the cost and expense (including any costs of printing), if the event is not the result of City
<br />action or inaction, of those persons requesting such issuance.
<br />The Director of Finance is also hereby authorized and directed to the extent
<br />necessary or required to enter into any agreements determined necessary in connection with the
<br />book entry system for the Notes, after determining that the signing thereof will not endanger the
<br />funds or securities of the City and after the approval of the form of any such agreement by the
<br />Director of Law.
<br />Section 7. (a) The Notes shall be sold by the Director of Finance at private sale
<br />to NatCity Investments, Inc., Cleveland, Ohio (the Original Purchaser) at not less than 97 % of
<br />the aggregate principal amount thereof plus accrued interest in accordance with law and the
<br />provisions of this ordinance. The Director of Finance shall sign the Certificate of Award
<br />referred to in Section 3 evidencing that sale, cause the Notes to be prepared, and have the Notes
<br />signed and delivered, together with a true transcript of proceedings with reference to the
<br />issuance of the Notes if requested by the Original Purchaser, to the Original Purchaser upon
<br />payment of the purchase price. The Mayor, the Director of Finance, the Director of Law, the
<br />Clerk of Council and other City officials, as appropriate, are each authorized and directed to
<br />sign any transcript certificates, financial statements and other documents and instruments and to
<br />take such actions as are necessary or appropriate to consummate the transactions contemplated
<br />by this ordinance. The Director of Finance is authorized, if he determines it to be in the best
<br />interest of the City, to combine the issue of Notes with one or more other note issues of the City
<br />into a consolidated note issue pursuant to Section 133.30(B) of the Revised Code.
<br />(b) The Mayor and the Director of Finance, on behalf of the City and in their
<br />official capacities, are authorized and directed to (i) prepare or cause to be prepared, and make
<br />or authorize modifications, completions or changes of or supplements to, a disclosure document
<br />in the form of an official statement (including an annual information statement) relating to the
<br />original issuance of the Notes, (ii) determine, and to certify or otherwise represent, when such
<br />an official statement is to be "deemed final" (except for permitted omissions) by the City as of
<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 />D03: [00523.DOCS.NOR05225]NOTE_ORD_NM_TELE_$100.
|