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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 />Director of Finance is hereby authorized and directed, to the extent necessary or required, to
<br />enter into any agreements determined necessary in connection with the authentication,
<br />mobilization, and transfer of Notes, including arrangements for the payment of principal and
<br />interest by wire transfer, after determining that the execution thereof will not endanger the funds
<br />or securities of the City, which determination shall be conclusively evidenced by the signing of
<br />any such agreement.
<br />
<br /> If and as long as a book-entry system is utilized, (i) the Notes shall be issued in
<br />thc 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.
<br />
<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 Director of Finance may attempt to have established a
<br />securities depository/book-entry relationship with another qualified Depository. If the Director
<br />of Finance does not or is unable to do so, the Director of Finance, after making provision for
<br />notification of the beneficial owners by the then Depository and any other arrangements she
<br />deems necessary, shall permit withdrawal of the Notes from the Depository, and authenticate and
<br />deliver Note certificates in bearer or registered form, as she determines, to the assigns of the
<br />Depository or its nominee, all at the cost and expense (including any costs of printing), if the
<br />event is not the result 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 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.
<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 />fight 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.
<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 />corporations.
<br />
<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
<br />for the Notes is hereby confirmed, approved and ratified. The Fiscal Officer shall cause the
<br />Notes to be prepared, and have the Notes signed and delivered, together with a lzue transcript of
<br />proceedings with reference to the issuance of the Notes, to the original purchaser thereof upon
<br />payment of the purchase price. The proceeds from the sale of said Notes, except the accrued
<br />interest thereon, shall be paid into the proper fund and used for the purpose for which the Notes
<br />are being issued under the provisions of this ordinance. The proceeds of the Notes also may be
<br />used to pay, and are hereby appropriated to pay, those certain costs of issuance set forth in
<br />Section 133.15(B), Ohio Revised Code; any such costs also may be paid out of any other
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