|
<br />»
<br />
<br />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, immobilization, and
<br />transfer of Notes, including arrangements for the payment of principal andÎ interest by wire
<br />trap,sfer, after detennining that the execution thereof will not endanger the funds or securities of
<br />the City, which determination shaH he conclusively evjdenced 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 fann 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 />ree,eive Notes in the form of physical securities or certificates; (iii) ownership of beneficial
<br />int,erests 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 deíined), 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 exchang.eable, except for
<br />transfer to another Depository or to another nominee of a Depository, without!further action by
<br />th<¡ 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 F{scal Officer does
<br />not or is unable to do so, the Fiscal Officer, after making provision for notification of the
<br />beIleficial owners by the then Depository and any other arrangements he deem~ n,ecessary, shall
<br />peJ¡!nit withdrawal of the Notes from the Depository, and authenticate and deliver Note
<br />cei,tificates in bearer or registered fonn, as he detennines, to the assigns of the Depository or its
<br />nominee, all at the cost and expense (including any costs of printing), if the eve~t 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 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 />"immobiHzed" 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 />"Depository" means any securities depository that is a clearing agency under
<br />federal law operating and maintaining a book-entry system. to record beneficial oV(nership of the
<br />right to- principal and interest, and to effect transfers of notes, in book-entry f0llJl-, and includes
<br />and 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 />en~ry 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 />Fis'eal Officer at private sale in a manner determined by the Fiscal Officer ~{) be in the best
<br />interest and welfare of the City and at an interest rate not exceeding that specifièd 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, ~s Bond Counsel
<br />for the Notes is hereby confirmed, approved and ratified. ,The Fiscal Office±- shall 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, shall be paid into the proper fund and used for the purpose for,which the Notes
<br />aréJbeing issued under the provisions of this ordinance. The proceeds of the N6tes also may be
<br />used to pay, and are hereby appropriated to pay, those certain costs of issutµ1c:e set forth in
<br />Section 133.15(B), Ohio Revised Code: any such costs also may be paid qut of any other
<br />law;fully available moneys of the City, which monies are hereby appropriated to such purpose;
<br />any such costs may be paid from the same sources from which the principal of arid interest on the
<br />Notes are paid, which monies are hereby appropriated for such purpose. Any accrued interest
<br />
<br />{KLF300S.DOC;1 }
<br />
<br />2
<br />
|