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the transactions contemplated by this Ordinance, and all actions heretofore taken by these oflicers <br />and officials in connection with the Project and the Notes are hereby certified. ratified and <br />approved. <br />(b) Note Purchase Aerecntent. If the Director of Finance and the Original Purchaser <br />determine to use a Note Purchase Agreanent_ then the Mayor and the Director of finance may <br />sign and deliver, in the name and on behalf of the City. the Note Purchase Agreement between <br />the Cityand the Original Purchaser (the Note Purchase Agreement), in substantialh the form as <br />is now on file with the Clerk of Council, providing for the sale to, and the purchase by. the <br />Original Purchaser of the Notes. I he Note Purchase Agreement is approved, together with any <br />changes or amendments that are not inconsistent with this ordinance and not substantially <br />adverse to the City and that arc approved by the Director of Finance on behalf of the City, all of <br />which shall be conclusively evidenced by the signing of the Note Purchase Agreement or <br />amendments- thereto. <br />(e) Application for Ratina; flnanCmi$ ( osts. the Director of Finance is authorized to (i) <br />engage the services ora municipal advisor and (ii) request a rating lot the Notes from one or more <br />nationally recognized rating services in connection with the sale and issuance of the Notes. the <br />expenditure of the amounts necessary to engage a municipal advisor and/or secure those ratings) <br />and to pay the other financing costs in connection with the Notes is authorized and approved, and <br />the Director of Finance is authorized to provide for the payment of any such amounts and costs <br />front the proceeds of the Notes to the extent available and othervise from any other limds lawfully <br />available that arc appropriated or shall be appropriated for that purpose. <br />(d) Ohio Market Access Prokram. It the Director of Finance determines in the Certificate <br />of Award for it to be in the best interest of financially advantageous to the City, the City <br />shall participate in the Treasurer of State's Ohio Market Access Program. <br />the Standhy Note Purchase Agreement (Standby Note Purchase Agreement) and Paving <br />Agent Agreement (Paring Agent Agreement) are hereby authorized in the forms presented to <br />this Council with such changes not materially adverse to the City as may be approved by the <br />oflicers of the City executing the Standby Note Purchase Agreement and Paying Agent <br />Agreement. The City acknowicdgcs the agreement ol'the l rcasurcr of Slate in the Standby Note <br />Purchase Agreement that, in the crent the City is unable to repay the principal amount and <br />accrued and unpaid interest of the Notes at their maturity.. whether through its own funds or <br />through the issuance of other obligations of the C'.ity. the "IYeasurer of State agrees (A) to <br />purchase the Notes- from the holders or beneficial owners thereof upon their presentation to the <br />Treasurer of Stale for such purchase at a price of par plus accrued interest to maturity or (B) to <br />purchase renewal notes of the City in a principal amount not greater than the principal amount of <br />the Notes plus interest due at otatw-ity, with such renewal notes hearing interest at the Renewal <br />Note Rate (as defined in the Standby Note Purchase Agreement). maturing not more than one <br />year after the dale of their issuance. and being prepayable at any time with 30 days' notice. <br />provided that in connection with the Treasurer of State's purchase o1'such renewal notes the City <br />shall deliver to the Treasurer of State an unqualified opinion of nationally recognized bond <br />counsel that such renewal notes are the legal, valid and binding special obligations of the City. <br />and the principal of and interest on such renewal notes. unless paid from other sources, are to lie <br />