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their sale as a single issue, to be designated '~Iilliard Road Improvement Bond Anticipation
<br />Notes, Series 2002"; such notes shall contain a summary statement of purposes encompassing
<br />the purpose for which the Notes are issued; shall state that they .are issued pursuant to. this
<br />ordinance; shall be issued in such numbers and denominations as may be requested by the
<br />original purchaser; and shall be executed by the Mayor and Fiscal Officer, provided that one of
<br />such signatures may be a facsimile signature.
<br />
<br /> The Notes, pursuant to the terms set forth below, may also be issued to a
<br />DepositOry (as hereina~er defined) for use in a book-entry system (as hereinafter d~fined). The
<br />Fiscal Officer is hereby authorized and directed, to the extent necessary or required, to enter into
<br />any agreements determ/ned necessary in connection with the authentication,/mmobilizadon, and
<br />transfer 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.
<br />
<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 right to
<br />receive Notes in the f6rm 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 de.fined), 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 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 ~om 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.
<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 />"immobil/zed" to the custody of the Depository, and the book entry is the record that identifies
<br />the Owners of beneficial inter, ts in that principal and interest.
<br />
<br /> "Depository" means any securiti6s 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.
<br />
<br /> "Participanf' 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 ~xceeding 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 & Crriswold 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./md delivered, together with a mae transcript of
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