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<br />depositorylbook-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 />pennit 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 he transferred only through a book entry and
<br />(ii) physical bonds in registered fann are issued only to a Depository or its nominee as registered
<br />owuer, 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 />'TIepository" 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 iuterest, and to effect transfers of bonds, in book-entry fonn, and includes
<br />and means initially The Depository Trust Company (a iimited 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 Bouds shall be sold at private sale in a manner detennined by
<br />the Fiscal Officer and shall be awarded to Fifth Third Securities, Iuc, (the "Original Purchaser")
<br />by the Fiscal Officer with the aggregate principal amount, date of issuance, Interest Payment
<br />Dates, principal payment dates, final purchase pIice, interest rate or rates and principal
<br />installments due at stated maturity or pursuant to Mandatory Sinking Fund Redemption
<br />Requirements as set forth in the Certificate of Award, in accordance with law and the provisions
<br />of this ordinance, at a purchase price of not less tþan 97% of par plus accrued interest to their
<br />date of delivery, and the Fiscal Officer shall sign and deliver, in the name and on behalf of the
<br />City, a Bond Purchase Agreement between the City and the Original Purchaser. The Mayor and
<br />the Fiscal Officer, as appropriate, are each authorized and directed to sign any transcript
<br />certificates, financial statements and other documents, agreements, representations and
<br />instruments and to take such actions as are necessary or appropriate to consummate the
<br />transactions contemplated by this ordinance. The Director of Law shall obtain the services of
<br />qualified Bond Counsel, and his selection of Calfee, Halter & Griswold LLP, Bond Attorneys,
<br />Cleveland, Ohio, as Bond Counsel for the Bonds is hereby confinned, approved and ratified.
<br />The Fiscal Officer shall cause the Bonds to be prepared, and have the Bonds signed and
<br />delivered, together with a true transcript of proceedings with reference to the issuance of the
<br />Bonds,' to the Original Purchaser upon payment of the purchase price. . The proceeds from the
<br />sale of said Bonds, except the accrued interest thereon, shall be paid into the proper ftmd and
<br />used for the purpose for which the Bonds are being issued under the provisions of this ordinance
<br />and may be used to pay those certain costs of issuance set forth in Section 133 l5(B), Ohio
<br />Revised Code; any such costs also may be paid out of any other lawfully available moneys of the
<br />City and any such costs which are future financing costs may be paid from the same sources
<br />:/iom which the principal of and interest on the Bon9-s are paid. The accrued interest shall be
<br />paid iuto the Boud Retirement Fuud to be applied to the payment of the principal and interest of
<br />tbe Bonds in the manner provided by law
<br />
<br />A preliminary official statement of the City relating to the original issuance of the
<br />Bonds is authorized to be distributed. The Mayor and Fiscal Officer, and anyone of them, are
<br />authorized and directed to complete and sign, on behalf of the City and in their official
<br />capacities, an official statement, with such modifications, changes and supplements from the
<br />preliminary official statement as those officers or any one of them shall approve or authorize,
<br />Those officers are authorized, on behalf of the City and in their official capacities, to
<br />(i) detennine, and to certifY or otherwise represent, when the official statement is "deemed final"
<br />(except for pennitted omissions) by the City as of its date or is a final official statement for
<br />purposes of SEC Rule l5c2-12(b)(1), (3) and (4), (ii) use and distribute, or authorize the use and
<br />
<br />{KLF2636;1}
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