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Section 4. Pursuant to Section 133.30(B), Ohio Revised Code, the Fiscal Officer
<br />may combine the Notes with other notes into a single consolidated issue of notes for purposes of
<br />their sale as a single issue, to be designated "Various Purpose General Obligation Bond
<br />Anticipation Notes, Series 2000B"; such notes shall contain a summary statement of purposes
<br />encompassing the purpose for which the Notes are issued; shall state that they are issued
<br />pursuant to this ordinance; shall be issued in such numbers and denominations as may be
<br />requested by the original purchaser; and shall be executed by the Mayor and Fiscal Officer,
<br />provided that one of such signatures may be a facsimile signature.
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<br /> The Notes, pursuant to the terms set forth below, may also be issued to a
<br />Depository (as hereinafter defined) for use in a book-entry system (as hereinafter defined). The
<br />Fiscal Officer is hereby authorized and directed, to the extent necessary or required, to enter into
<br />any agreements determined necessary in connection with the authentication, immobilization, .and
<br />t~nsfer of Notes, including arrangements for the payment of principal and interest by wire
<br />transfer, after determining that the execution thereof will not endanger the funds or securities of
<br />the City, which determination shall be conclusively evidenced by the signing of any such
<br />agreement.
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<br /> If and as long as a book-entry system is utilized, (i) the Notes shall be issued in
<br />the form of one note in, the name of the Depository or its nominee, as owner, and immobilized in
<br />the custody of the Depository; (ii) the beneficial owners in book-entry form shall have no fight to
<br />receive Notes in the form of physical securities or certificates; (iii)ownership of beneficial
<br />interests in book-entry form shall be shown by a book entry on the system maintained and
<br />operated by the Depository and its Participants (as hereinafter defined), and transfers of the
<br />ownership of beneficial interests shall be made only by book entry by the Depository and its
<br />Participants; and (iv)the Notes as such shall not be transferable or exchangeable, except for
<br />transfer to another Depository or to another nominee of a Depository, without further action by
<br />the Council of the City.
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<br /> If any Depository determines not to continue to act as a Depository for the Notes
<br />for use in a book-entry system, the Fiscal Officer may attempt to have established a securities
<br />depository/book-entry relationship with another qualified Depository. If the Fiscal Officer does
<br />not or is unable to do so, the Fiscal Officer, after making provision for notification of the
<br />beneficial owners by the then Depository and any other arrangements he deems necessary, shall
<br />permit withdrawal of the Notes from the Depository, and authenticate and deliver Note
<br />certificates in bearer or registered form, as he determines, to the assigns of the Depository or its
<br />nominee, all at the cost and expense (including any costs of printing), if the event is not the result
<br />of Council action or inaction, of those persons requesting such issuance.
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<br />As used in this Section and this ordinance:
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<br /> "Book-entry form" or "book-entry system" means a form or system under which
<br />(i) the beneficial right to principal and interest may be transferred only through a book entry and
<br />(ii) physical notes are issued only to a Depository or its nominee as owner, with the.Notes
<br />"immobilized" to the custody of the Depository, and the book entry is the record that identifies
<br />the owners of beneficial interests in that principal and interest.
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<br /> "Depository" means any securities depository that is a clearing agency under
<br />federal law operating and maintaining a book-entry system to record beneficial ownership of the
<br />right to principal and interest, and to effect transfers of notes, in book-entry form, and includes
<br />and means initially The Depository Trust Company (a limited purpose trust company), New
<br />York, New York.
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<br /> '*Participant" means any participant contracting with a Depository under a book-
<br />entry system and includes security brokers and dealers, banks and trust companies, and clearing
<br />corporations.
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<br /> Section 5. The Notes shall be sold at not less than the par value thereof by the
<br />Fiscal Officer at private sale in a manner determined by the Fiscal Officer to be in the best
<br />interest and welfare of the City and at an interest rate not exceeding that specified in Section 3 of
<br />this ordinance. The Director of Law shall obtain the services of qualified Bond Counsel, and his
<br />selection of Calfee, Halter & Griswold LLP, Bond Attorneys, Cleveland, Ohio, as Bond Counsel
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<br />{r, LF0876.DOC;i I 2
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