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<br />subject to redemption by the City at any time prior to maturity, unless the original purchaser of
<br />the Notes requests that the Notes provide for such redemption, in which case provision shall be
<br />made for calling the Notes for redemption upon ten (10) days'_ written notice to the Paying Agent
<br />for the Notes ('as defined below), or to the original purchaser if the Director of Finance is the
<br />Paying Agent. In addition, the Notes shall be issued in the numbers and denominations
<br />requested by the original purchaser, shall be payable as to both principal and interest at the office
<br />of the Director of Finance or at a bank or trust company designated by the Director of Finance
<br />(herein individually or collectively the "Paying Agent"), without deduction for exchange,
<br />collection or service charge; and shall be payable in Federal Reserve funds of the United States
<br />of America if requested by the original purchaser
<br />
<br />Section 4. Pursuant to Section 133.3Q(B) of the Ohio Revised Code, the Director
<br />of Finance may combine the Notes with other notes into a single consolidated issue of notes for
<br />purposes of their sale as a single issue, to be designated "Various Purpose General Obligation
<br />Bond Anticipation Notes, Series 2006", Such notes shall contain a summary statement of
<br />purposes encompassing the purpose for which the Notes are issued, shall be issued in the
<br />numbers and denominations requested by the original purchaser, and shall be executed by the
<br />Mayor and the Director of Finance of the City, provided that one of such signatures may be a
<br />facsimile signature
<br />
<br />The Notes, pursuant to the tenns set forth below, may also be issued to a
<br />Depository (as hereinafter defmed) for use in a book-entry system (as hereinafter defined). The
<br />Director of Finance is hereby authorized and directed, to the extent necessary or required, to
<br />enter into any agreements determined necessary in cOImection with the authentication,
<br />immobilization, and transfer of Notes, including arrangements for the payment of principal and
<br />interest by wire transfer, after detenTIining that the execution thereof will not endanger the funds
<br />or securities of the City, which detennination shall be conclusively evidenced by the signing of
<br />any such agreement.
<br />
<br />If and as long as a book-entry system is utiJized, (i) the Notes shall be issued in
<br />the form 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 />receive Notes in the form of physical securities or certificates; (iii) ownership of beneficial
<br />interests 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 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 Director of ,Finance may attempt to have established a
<br />securities depositorylbook-entry relationship with another qualified Depository, If the Director
<br />of Finance does not or is unable to do so, the Director of Finance, after making provision for
<br />notification of the beneficial mvners by the then Depository and any other arrangements he
<br />deems necessary, shall permit withdrawal of the Notes from the Depository, and authenticate and
<br />deliver note certificates in bearer or registered form, as he detennines, to thè assigns of the
<br />Depository or its nominee, all at the cost and expense (including any costs of printing), if the
<br />event is not the result 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 fonn or system under which
<br />(i) the beneficial right to principal and interest may be transferred only thIough a book entry and
<br />(ii) physical notes are issued only to -a Depository or its nominee as owner, with the notes
<br />"irrimobilized" 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 />fede:rallaw operating 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 form, and includes
<br />and means initially The Depository Trust Company (a limited purpose trust company), New
<br />York, New York.
<br />
<br />{2006BAt'TS.DOC;1}
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