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immobilization, and transfer of Bonds, 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 Bonds shall be issued in
<br />the form of one fully registered Bond registered in the name of the Depository or its nominee, as
<br />registered owner, and mobilized in the custody of the Depository; (ii) the beneficial owners in
<br />book-entry form shall have no fight to receive Bonds in the form of physical securities or
<br />certificates; (iii) ownership of beneficial interests in book-entry form shall .be shown by a book
<br />entry on the system maintained and operated by the Depository and its Participants (as
<br />hereinafter defined), and transfers of the ownership of beneficial interests shall be made only by
<br />book entry by the Depository and its Participants; and (iv)the Bonds as such shall not be
<br />transferable or exchangeable, except for transfer to another Depository or to another nominee of
<br />a Depository, without further action by the Council of the City.
<br />
<br /> If any Depository determines not to continue to act as a Depository for the Bonds
<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 she deems necessary, shall
<br />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 />corporations.
<br />
<br /> SECTION 5. The Bonds shall 1~ sold at private sale in a manner determined by
<br />the Fiscal Officer and shall be awarded to the original purchaser (the "Original Purchaser") by
<br />the Fiscal Officer with the aggregate principal amount, date of issuance, Interest Payment Dates,
<br />principal payment dates, final purchase price, interest rate or rates and principal installments due
<br />at stated maturity or pursuant to Mandatory Sinking Fund Redemption Requirements as set forth
<br />in the Certificate of Award, in accordance with law and the provisions of this ordinance, at a
<br />purchase price of not less than 97% of par plus accrued interest to their date of delivery, and the
<br />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 confirmed, approved and ratified. The Fiscal Officer shall obtain the
<br />services of a qualified financial advisor, and her selection of Sudsina & Associates as financial
<br />advisor for the Bonds is hereby corffLrmed, approved and ratified. The Fiscal Officer shall cause
<br />the Bonds to be prepared, and have the Bonds signed and delivered, together with a tree
<br />
<br />{KLF19881;1} 6
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