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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 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 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 he 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 from the Depository, and authenticate and deliver Note
<br />certificates in hearer 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 /> A; used in this Section and this ordinance:
<br /> 'Book-entry forrd' or '~ook-entry systenl' means a forrn 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 /> 'knmobilized'to the custody of the Depository, and the book entry is the record that identifies the
<br /> owners ofheneficial interests in that principal and interest.
<br />
<br /> 'Deposito~'~ any securities depository that is a clearing agency under federal
<br /> law operating and maintaining a book:entry system to record beneficial ownership of the 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 /> '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 o£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 confmned, 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 of a qualified financial
<br /> advisor in connection with the issuance of the 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 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
<br /> lawfully available moneys of the City, which monies are hereby appropriated to such purpose;
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<br />{r. zm044;1} 2
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