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permit withdrawal of the Bonds from .the Depository, and authenticate and deliver bond
<br />certificates in bearer or registered form, as she 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.
<br />
<br />As used in this Section and this ordinance:
<br />
<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 bonds in registered form are issued only to a Depository or its nominee as registered
<br />owner, with the bonds "immobilized" to the custody of the Depository, and the book entry is the
<br />record that identifies the owners of beneficial interests in that principal and interest.
<br />
<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 bonds, in book-entry form, and includes
<br />and means initially The Depository Trust Company (a limited purpose trust company), New
<br />York, New York.
<br />
<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 />eorporatious.
<br />
<br /> SECTION 5. The Bonds shall be sold at private sale to A.G. Edwards & Sons,
<br />Inc., St. Louis, Missouri (the "Original Purchaser"), and shall be awarded by the Fiscal Officer
<br />with the aggregate principal amount, date of issuance, Interest Payment Dates, principal payment
<br />dates, 'final purchase price, interest rate or rates and principal installments due at stated maturity
<br />or pursuant to Mandatory Sinking Fund Redemption Requirements as set forth in the Certificate
<br />of Award, in accordance with law, the provisions of this ordinance and the Original Purchaser's
<br />offer to purchase the Bonds (as set forth in the Bond Purchase Agreement hereinafter mentioned)
<br />at a purchase price of not less than 97% of par plus accrued interest to their date of delivery, and
<br />the Fiscal Officer shall sign and deliver, in'the name and on behalf of the City, a Bond Purchase
<br />Agreement between the City and the Original Purchaser. The Mayor and the Fiscal Officer, as
<br />appropriate, are each authorized and directed to sign any transcript certificates, financial
<br />statements and other documents, agreements, representations and instruments and to take such
<br />actions as are necessary or appropriate to consummate the transactions contemplated by this
<br />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
<br />for the Bonds is hereby confn'med, approved and ratified. The Fiscal Officer shall cause the
<br />Bonds to be prepared, and have the Bonds signed and delivered, together with a tree transcript of
<br />proceedings with reference to the issuance of the Bonds, to the Original Purchaser upon payment
<br />of the purchase price. The proceeds from the sale of said Bonds, except the accrued interest
<br />thereon, shall be paid into the proper fund and used for the purpose for which the Bonds are
<br />being issued under the provisions of this ordinance and may be used to pay those certain costs of
<br />issuance set forth in Section 133.15(B), Ohio Revised Code; any such costs also may be paid out
<br />of any other lawfully available moneys of the City and any such costs which are future financing
<br />costs may be paid from the same sources from which the principal of and interest on the Bonds
<br />are paid. The accrued interest shall be paid into the Bond Retirement Fund to be applied to the
<br />payment of the principal and interest of the Bonds in the manner provided by law.
<br />
<br /> A preliminary official statement of the City relating to the original issuance of the
<br />Bonds is authorized to be distributed. The Mayor and Fiscal Officer, and any one of them, are
<br />authorized and directed to complete and sign, on behalf of the City and in their official
<br />capacities, an official statement, with such modifications, changes and supplements from the
<br />preliminary official statement as those officers or any one of them shall approve or authorize.
<br />Those officers are authorized, on behalf of the City and in their official capacities, to
<br />(i) determine, and to certify or otherwise represent, when the official statement is "deemed final"
<br />(except for permitted omissions) by the City as of its date or is a final official statement for
<br />purposes of SEC Rule 15c2-12(b)(1), (3) and (4), (ii) use and distribute, or authorize the use and
<br />distribution of, those official statements and any supplements thereto in connection with the
<br />original issuance of the Bonds, and (iii)complete and sign those official statements as so
<br />
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