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<br />Fiscal Officer is hereby authorized and directed, to the extent necessary or required, to enter into <br />any agreements detenuined necessary in connection with the authentication, immobilization. and <br />transfer of Notes, including arrangements for the payment of principal and interest by wire <br />transfer, after detennining that the execution thereof will not endanger the funds or securities of <br />the City. which detennination 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 shaIl be issued in <br />the fonn 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 fonn shall have no right to <br />receive Notes in the fonn of physical securities or certificates; (iii) ownership of beneficiai <br />interests in book-entry fonu 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 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 secUl:ities <br />depositorylbook-entry reiationship 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 />pennit withdrawal of the Notes ITom the Depository, and authenticate and deliver Note <br />certificates. in bearer or registered fonn, 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 fonn" or "book -entry system" means a fonn 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 of the Depository, and the book entry is the record that identifies <br />the owners of beneficial interests in that principal and interest. <br /> <br />l <br /> <br />"D~ository" means any securities depository that is a clearing agency under <br />federal law op~rating 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 fonn, and includes <br />and means initialiy The Depository Trnst 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 shall be sold at not less than the par vaiue 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 shali obtain the services of qualified Bond Counsei, and his <br />selection of Calfee, Halter & Griswold LLP, Bond Attorneys, Cieveland, Ohio, as Bond Counsel <br />for the Notes is hereby confinned, approved and ratified. The Fiscal Officer is authorized, if she <br />detennines 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 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 ITom 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 prdvisions 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 avai1able moneys of the City, which monies are hereby appropriated to such purpose; <br /> <br />{KLF2565.DOC;1} <br /> <br />2 <br />