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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, mobilization, and
<br />transfer of N.otes, 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 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 hereinaiter 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 Fiscal Officer may attempt to have established a securities
<br />depos'itory/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 proyision for notification of the
<br />beneficial owners by the then Depository and may other arrangements he deems necessary, shall
<br />permit withdrawal of the Notes from the Depository, and authenticate and deliver Note
<br />certificates hx 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,'ofthose persons requesting such issuance.
<br />
<br />As used 'hi this Section and this ordinance:
<br />
<br /> 'Book-entry forrd' or '%ook-entry systerd' 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 oftbe Depository, and the book entry is the record that identifies the
<br />owners of beneficial interests in that principal and interest.
<br />
<br /> 'Bepositorf'means any securities depository that is a clearing agency under federal
<br />law operating and maintaining a book-entry system to record beneficial ownership oftbe right to
<br />principal and interest, and to effect transfers of notes, in book-entry form, and includes and
<br />means initially The Depository Trust Company (a limited purpose trust company), New York,
<br />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 oftbe 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 is authorized, if she
<br />determines it to be in the best interest of the City, to retain the services ora qualified financial
<br />advisor in connection with the issuance oftbe Notes. The Fiscal Officer shall cause the Notes to
<br />be prepared, and have the Notes signed and delivered, together with a tree transcript of
<br />proceedings with referer/ce 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
<br />lawfully available moneys of the City, which monies are hereby appropriated to such purpose;
<br />
<br />{r, LF203~l) 2
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