96-069 Ordinance - Laserfiche WebLink

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„ . . .,.. !._. . . . . . . . .. . . . .. . . ..... . ...,... .... ... .. .. -... . .... .. i -4- necessary, shall permit withdrawal of the Notes from the Depository, and authenticate and deliver note certificates in registered form to the assigns of the Depository or its nominee, all at the cost and expense (including any costs of printing), if the event is not the result of City action or inaction, of those persons requesting such issuance. The Director of Finance is also hereby authorized and directed to the extent necessary or required to enter into any agreements determined necessary in connection with the book entry system for the Notes, after determining that the signing thereof will not endanger the funds or securities of the City and after the approval of the form of any such agreement by the Director of Law. Section 7. (a) The Notes shall be sold by the Director of Finance at private sale to NatCity Investments, Inc., Cleveland, Ohio (the Original Purchaser) at not less than 97 % of the aggregate principal amount thereof plus accrued interest in accordance with law and the provisions of this ordinance. The Director of Finance shall sign the Certificate of Award referred to in Section 3 evidencing that sale, cause the Notes to be prepared, and have the Notes signed and delivered, together with a true transcript of proceedings with reference to the issuance of the Notes if requested by the Original Purchaser, to the Original Purchaser upon payment of the purchase price. The Mayor, the Director of Finance, the Director of Law, the Clerk of Council and other City officials, as appropriate, are each authorized and directed to sign any transcript certificates, financial statements and other documents and instruments and to take such actions as are necessary or appropriate to consummate the transactions contemplated 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 D03:[00523.DOCS.NOR05225]NOTE_ORD_NM_FIRE-SQUAD_$150.