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<br />The Bonds, pursuant to the terms set forth below, may also be issued to a
<br />Depository for use in a Book-entry system. The Fiscal Officer is hereby authorized and directed,
<br />to the extent necessary or required, to enter into any agreements determined necessary in
<br />connection with the registration, authentication, immobilization, and transfer of Bonds, including
<br />arrangements for the payment of principal and interest by wire transfer, after determining that the
<br />execution thereof will not endanger the funds or securities of the 'City, which detennination shall
<br />be conclusively evidenced by the signing of any such agreement
<br />
<br />If and so long as a Book-entry system is utilized, (i}the Bonds shall be issued in
<br />the form of one fully registered Bond iegi'steted in the name of the Depository or its nominee, as
<br />registered owner, and immobilized iu the custody of the Depository; (ii) the beneficial owners iu
<br />Book-entry form shall have no right to receive Bonds in the fonn of physical securities or
<br />certificates; (iii) ownership of beneficial interests in Book-entry form shall be shown by a book
<br />entry on the system maintained and operated by the Depository and its Participants, and transfers
<br />of the ownership of beneficial interests shall be made only by book entry by the Depository and
<br />its Participants; and (iv) the Bonds as such shall not be transferable or exchangeable, except for
<br />transf~r 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 detennines not to continue to act as a Depository for the Bonds
<br />for use in a Book-entry system, the Fiscal Officer may attempt to have established a securities
<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 he deems necessary, shall
<br />permit withdrawal of the Bonds from the Depository, and authenticate and deliver bond
<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 (inclµding 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 />SECTION 5 The Bonds are hereby awarded and sold at private sale to the
<br />Original Purchaser, in accordance with law, the provisions of this Ordinance and the Original
<br />Purchaser's offer to purchase the Bonds (as set forth in the Bond Purchase Agreement) at the
<br />purchase price specified iu the Certificate of Award (the "Purchase Price"), and the Fiscal
<br />Officer is hereby authorized and directed to sign and deliver, in the name and on behalf of the
<br />City, a Bond Purchase Agreement between the City and the Original Purchaser
<br />
<br />The Mayor and the Fiscal Officer, as appropriate, are each authorized and directed
<br />to sign any transcript certificates, financial statements and other documents, agreements,
<br />representations and instruments, and to take such actions as are necessary or appropriate to
<br />consummate the transactions contemplated by this Ordinance. The Fiscal Officer, in accordance
<br />with his detennination of the best interests of and financial advantages-to the City and conditions
<br />then existing in the financial.market, all consistently with the provisions of this Ordinance, shall
<br />establish the terms of the Bonds to be specified in the Certificate of Award in accordance with
<br />the terms set out at Section 6 of this Ordinance, sign the Certificate of Award evidencing the sale
<br />ofllie Bonds, cause the Bonds to be prepared, and have the Bonds signed and delivered, together
<br />with a true transcript of proceedings with reference to the issuance of the Bonds, to the Original
<br />Pilrchaser upon payment of the Purchase Price. The Director of Law shall obtain the services of
<br />qualified Bond Counsel, and his selection of Calfee, Halter & Griswold LLP, Bond Attorneys,
<br />C1eveland, Ohio, as Bond Counsel for the Bonds is hereby confinned, approved and ratified.
<br />
<br />The proceeds fÌ"om the sale of the Bonds; except the preITÛum or accrued interest
<br />thereon, shall be paid into the proper fund and used for the purposes for which the Bonds are
<br />beiilg issued under ~e provisions of this Orclina.1tce and may be used to pay those certain costs of
<br />issuance set forth in Section 133 15(B) of the Ohio Revised Code; any such costs also may be
<br />paid out of any other lawfully available moneys of the City and any such costs which are future
<br />financing costs may be paid fÌ"om the same sources from which the principal of and interest on
<br />the Bond~; are paid, Premium or accrued interest on the Bonds shall be paid into the- Bond
<br />Retirement Fund.
<br />
<br />SECTION 6 The Fiscal Officer is hereby authorized to detennine and specify in
<br />th~ Certificate of Award the following terms and provisions with respect to the Bonds·
<br />
<br />{CT0126;1}
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