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<br />"Participant" means any participant contracting with a Depository under a book-
<br />entry -system 'and includes security brokers änd 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 />Fiscal Officer at private sale, in a mannerdetennined 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, ß'ond Attorneys, Cleveland, Ohio, as Bond Counsel
<br />for the Notes is hereby confinned, approved and ratified, The Fiscal Officer shall cause the
<br />Notes to be prepared and shall have the Notes signed and delivered, together with a true
<br />transcript of proceedings with reference to the issuance of the Notes, to the original purchaser
<br />thereof upon payment of the purch(ise price. The proceeds ITom the.sale of the Notes, except the
<br />accrued interest thereon, shall be paid into the proper fund and used for the purpose for which the
<br />Notes are being issued under the provisions of this Ordinance, The proceeds of the Notes also
<br />may be used to pay, and are hereby appropriated to pay, those certain costs of issuance set forth
<br />in Section 133 15(B) of the Ohio revised Code. Any of such costs also may be paid out of any
<br />other lawfully available moneys of the City, which monies are hereby appropriated for such
<br />purpose. Any of such costs may be paid from the same sources from which the principal of and
<br />interest on the Notes are paid, which monies are hereby appropriated for such purpose, Any
<br />accrued interest shan þe paid into the Bond Retirement Fund, to be applied to the payment of the
<br />principal and interest on the Notes in the manner provided by law
<br />
<br />A preliminary official statement of the City relating to the original issuance ofthe
<br />Notes 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 ITom the
<br />preliminary official statement as those officers or anyone of them shall approve or authorize,
<br />Those officers are authorized, on behalf of the City and in their official capacities, to
<br />(i) determine, and to certify or otherwise represent, when the official statement is "deemed final"
<br />(except for permitted omissions) by the City as of its date or is a final official statement for
<br />purposes ofSEC Rule 15c2-12(b)(1), (3) and (4), (ii) use and distribute, or authorize the use and
<br />distribution of, those official statements and any supplements thereto in connection with the
<br />original issuance of the Notes, and (iii) complete and sign those official statements as so
<br />approved together with such certificates, statements or other documents in connection with the
<br />finality, accuracy and completeness ofthose official statements
<br />
<br />Section 6. The City covenants that it will restrict the use of the proceeds of the
<br />Notes in such manner and to such extent, if any, as may be necessary so that the Notes will not
<br />constitute arbitrage bonds under Section 148 of the Internal Revenue Code of 1986, as amended
<br />(the "Code") The Director of Finance of the City, as the fiscal officer, or any other officer of the
<br />City, including the Clerk, having responsibility for the issuance of the Notes shall give an
<br />appropriate certificate of the City, for inclusion in the transcript of proceedings for the Notes,
<br />setting forth the reasonable expectations of the City regarding the amount and use of all the
<br />proceeds ofthe Notes, the facts, circumstances, and estimates on which they are based, and other
<br />facts and circumstances relevant to the tax treatment of interest on the Notes
<br />
<br />The City covenants that ( a) it 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 ITom gross income
<br />for federal income'-tax purposes, and (b) it will not take or permit 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 compliance, (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) refrain from 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 Director of
<br />Finance and other appropriate officers of the City are hereby authorized and directed to· take any
<br />and all actions, make calculations and rebate payments, and take or give reports and
<br />certifications as may be appropriate to assure such exclusion of that interest
<br />
<br />Section 7. The Notes shall be full general obligations of the Cjty and the fuJl faith
<br />and credit of the City are hereby pledged for the prompt payment of the same The par value to
<br />be received ITom the sale of the bonds anticipated by the Notes and any excess funds resulting
<br />
<br />{2006 BANS.DOC;!}
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