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<br />"Depository" means any securi,ties 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 inclndes
<br />¡µ1d 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 shan 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 shan cause the
<br />Notes to be prepared, and have the Notes signed and delivered, together with a true 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, shan be paid into the proper fund and used for the purpose for which the Notes
<br />are being issued under the provisions of thi's ordinance. The proceeds of the Notes also may be
<br />u~ed 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 />any such costs may be paid iÌom the same sources iÌom which the principal of and interest on the
<br />Notes are paid, which monies are hereby appropriated for such purpose. Any accrued interest
<br />shan be paid into the Bond Retirement Fund to be applied to the payment of the principal and
<br />interest of the Notes in the manner provided by law.
<br />
<br />The City covenants that it will restrict the use of the proceeds of the Notes in such
<br />manner and to such extent, if any, as may be necessary so that the Notes will not constitute
<br />arbitrage bonds under Section 148 of the Internal Revenue Code of 1986, as amended (the
<br />"Code"). The Fiscal Officer, as the fiscal officer, or any other officer of the City having
<br />responsibility for the issuance of the Notes shall give an appropriate certificate of the City, for
<br />inclusion in the transcript of proceedings for the Notes, setting forth the reasonable expectations
<br />of the City regarding the amount and use of an the proceeds of the Notes, the facts,
<br />circumstances, and estimates on which they are based, and other facts and circumstances relevant
<br />to the tax treatment of interest on the Notes.
<br />
<br />The City covenants that it (a) will take or cause to be taken such actions which
<br />may be required of it for the interest on the Notes to be and remain excluded iÌom gross income
<br />for federal income tax purposes, and (b) will not take or pem1Ít to be taken any actions which
<br />would adversely affect that exclusion, and that it. or persons acting for it, will, among other acts
<br />of compllance, (i) apply the proceeds of the Notes to the governmental purpose of the borrowing.
<br />(ii) restrict the yield on investment property acquired with those proceeds, (Iii) make timely
<br />rebate payments to the federal government, (iv) maintain books and records and make
<br />calculations and reports, and (v) rerrain iÌom certain uses of proceeds, all in such manner and to
<br />the extent necessary to -assure such exclusion of that interest under the Code. The Fiscal Officer
<br />and other appropriate officers are hereby authorized and directed to take any and all actions,
<br />make calculations and. rebate payments, and make or give reports and certifications as may be
<br />appropriate to assure such exclusion of that interest.
<br />
<br />Section 7. The Fiscal Officer is authorized and directed to execute a
<br />continning disclosure certificate (the "Disclosure Certificate") setting forth the City's
<br />undertaking to provide annual reports and notices of certain events dated the date of delivery of
<br />the Notes and delivered to the original purchaser of the Notes for the benefit of the holders of the
<br />Notes (the "Noteholders") and to assist the original purchaser in complying with S.RC.
<br />Rule 15c2-12(b )(5). The City bereby covenants and agrees that it will comply with and carry out
<br />all of the provisions of the Disclosure Certificate. Failure of the City to comply with the
<br />Disclosure Certificate shan not be considered an event of default; however, any Noteholder may
<br />take such actions as may be necessary and appropriate to cause the- City to comply with its
<br />obligations under this Section.
<br />
<br />{KLF2558.DOC;1}
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