|
operated by the Depository and its Participants (as hereinafter
<br />defined), and transfers of the ownership of beneficial interests
<br />shall be made only by book entry by the Depository and its
<br />Participants; and (iv) the Bonds as such shall not be transferable
<br />or exchangeable, except for transfer to another Depository or to
<br />another nominee of a Depository, without further action by the
<br />Council of the City.
<br />
<br /> If any Depository determines not to continue to act as a
<br />Depository for the Bonds for use in a book-entry system, the Fiscal
<br />Officer may attempt to have established a securities
<br />depository/book-entry relationship with another qualified
<br />Depository. If the Fiscal Officer does not or is unable to do so,
<br />the Fiscal Officer, after making provision for notification of the
<br />beneficial owners by the then Depository and any other arrangements
<br />he deems necessary, shall permit withdrawal of the Bonds from the
<br />Depository, and authenticate and deliver bond certificates in
<br />bearer or registered form, as he determines, to the assigns of the
<br />Depository or its nominee, all at the cost and expense (including
<br />any costs of printing), if the event is not the result of Council
<br />action or inaction, of those persons requesting such issuance.
<br />
<br />As used in this Section and this ordinance:
<br />
<br /> "Book-entry form" or "book-entry system" means a form or
<br />system under which (i) the beneficial right to principal and
<br />interest may be transferred only through a book entry and
<br />(ii) physical bonds in registered form are issued only to a
<br />Depository or its nominee as registered owner, with the bonds
<br />"immobilized,, to the custody of the Depository, and the book entry
<br />is the record that identifies the owners of beneficial interests in
<br />that principal and interest.
<br />
<br /> "Depository" means any securities depository that is a
<br />clearing agency under federal law operating and maintaining a book-
<br />entry system to record beneficial ownership of the right to
<br />principal and interest, and to effect transfers of bonds, in book-
<br />entry form, and includes and means initially The Depository Trust
<br />Company (a limited purpose trust company), New York, New York.
<br />
<br /> "Participant,, means any participant contracting with a
<br />Depository under a book-entry system and includes security brokers
<br />and dealers, banks and trust companies, and clearing corporations.
<br />
<br /> SECTION 5. The Bonds are sold at private sale to
<br />National City Investments Capital, Inc., Cleveland, Ohio (the
<br />"Original Purchaser"), and shall be awarded by the Fiscal Officer
<br />with the final purchase price, interest rate or rates and principal
<br />installments due at stated maturity or pursuant to Mandatory
<br />Sinking Fund Redemption Requirements as set forth in the
<br />Certificate of Award, in accordance with law, the provisions of
<br />this ordinance and the Original Purchaser's offer to purchase the
<br />Bonds (as set forth in the Bond Purchase Agreement hereinafter
<br />mentioned) at a purchase price of not less than 97% of par plus
<br />accrued interest to their date of delivery, and the Fiscal Officer
<br />shall sign and deliver, in the name and on behalf of the City, a
<br />Bond Purchase Agreement between the City and the Original
<br />Purchaser. The Mayor and the Fiscal Officer, as appropriate, are
<br />each authorized and directed to sign any transcript certificates,
<br />financial statements and other documents, agreements,
<br />representations and instruments and to take such actions as are
<br />necessary or appropriate to consummate the transactions
<br />contemplated by this ordinance. The Director of Law shall obtain
<br />the services of qualified Bond Counsel, and his selection of
<br />Calfee, Halter & Griswold, Bond Attorneys, Cleveland, Ohio, as Bond
<br />
<br />6
<br />
<br />
<br />
|