09-99 1995 Motorized Equip Bonds $481,800

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their sale as a single issue, to be designated "Various Purpose General Obligation Bond Anticipation Notes, Series 1999": such notes shall contain a summary statement of purposes encompassing the purpose for which the Notes are issued; shall state that they are issued pursuant to this ordinance; shall be issued in such numbers and denominations as may be requested by the original purchaser; and shall be executed by the Mayor and Fiscal Officer. provided that one of such signatures may ,be a facsimile signature. The Notes, pursuant to the terms set forth below, may also be issued to a Depository (as hereinafter deft_ned) for use in a book-entry system (as hereinafter defined). The Director of Finance is hereby authorized and directed, to the extent necessary or required, to enter into any agreements determined necessary in connection with the authentication, immobilization, and transfer of Notes, including arrangements for the payment of principal and interest by wire transfer, after determining that the execution thereof will not endanger the funds or securities of the City, which determination shall be conclusively evidenced by the signing of any such agreement. If and as long as a book-entry system is utilized, (i) the Notes shall be issued in the form of one note in the name of the Depository or its nominee, as owner, and immobilized in the custody of the Depository; (ii) the beneficial owners in book-entry form shall have no right to receive Notes in the form of physical securities or certificates; (iii)ownership of beneficial interests in book-entry form shall be shown by a book entry on the system maintained and operated by the Depository and its Participants (as hereinafter defined), and transfers of the ownership of beneficial interests shall be made only by book entry by the Depository and its Participants; and (iv)the Notes as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the Council of the City. If any Depository determines not to contintm to act as a Depository for the Notes for use in a book-entry system, the Director of Finance may attempt to have established a securities depository/book-entry relationship with another qualified Depository. If the Director of Finance does not or is unable to do so, the Director of Finance, after making provision for notification of the beneficial owners by the then Depository and any other arrangements she deems necessary, shall permit withdrawal of the Notes from the Depository, and authenticate and deliver Note certificates in bearer or registered form, as she determines, 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 Council action or inaction, of those persons requesting such issuance. As used in this Section and this ordinance: "Book-entry form" or "book-entry system" means a form or system under which (i) the beneficial right to principal and interest may be transferred only through a book entry and (ii) physical notes are issued only to a Depository or its nominee as owner, with the Notes "immobilized" to the custody of the Depository, and the book entry is the record that identifies the owners of beneficial interests in that principal and interest. "Depository" means any securities depository that is a clearing agency under federal taw operating and maintaining a book-entry system to record beneficial ownership of the right to principal and interest, and to effect transfers of notes, in book-entry form, and includes and means initially The Depository. Trust Company (a limited purpose mist company), New York, New York. "Participant" means any participant contracting with a Depository under a book- entry system and includes security brokers and dealers, banks and trust companies, and clearing corporations. Section 5. The Notes shall be sold at not less than the par value thereof by the Fiscal Officer at private sale in a manner determined by the Fiscal Officer to be in the best interest and welfare of the City. and at an interest rate not exceeding that specified in Section 3 of this ordinance. The Director of Law shall obtain the services of qualified Bond Counsel. and her selection of Calfee, Halter & Griswold LLP, Bond Attorneys, Cleveland, Ohio. as Bond Counsel tbr the Notes is hereby confirmed, approved and ratified. The Fiscal Officer shall cause the Notes to be prepared, and have the Notes signed and delivered, together with a true transcript of l 11:q:EN I X'X 14282\KIoF0310.DOC; 1 ~ 2