31-07 Issue/Sale of notes to pay Sidewalk Program

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all purposes of the Note Proceedings. Payment of the Debt Service on any Note will be made only to or upon the order of that person. Transfer and Exchange. Any Note may be transferred or exchanged for Notes of any Authorized Denomination, as provided in the Registrar Agreement. Book-Entry System. Unless otherwise provided in the Certificate of Award, the Notes must be Originally issued in Book-Entry Form to a Depositow, hfifially Depository Trust Company, for use in a Book-Entry System upon the terms provided in the Registrar Agreement. The City and the Registrar must recognize and treat the Depository as the owner of the Notes for all purposes, including payment of Debt Servicc, redemption and other notices, and enforcement of remedies. If any Depository determines not to continue to act as a Depository for the Notes for nse in a Book-Entry System or if the City determines to discontinue the Book- Entry System, the Directm- of Finance may attempt to establish a securities depository relationship with another qualified Depository. If the Director of Finance does not or is unable to do so, the Director of Finance ~nust dkect the Registrar to make provision for notification of the book-entry interest owners by the Depository end to make any other arrangenlents necessary for the withdrawal of the Notes from the Book-Entry System. Section 7. Sale of the Notes. The Notes will be sold ar private sale to the Underwriter, in accordance with law and the provisions of this ordinance, ar a purchase price to be determined by the Director of Finance in the Certificate of Award That purchase price must not be less than 97% of the principal amount of the Notes, plus any accrued interest on the Notes. if any, from their date to the Closing Date. The Notes must be sold with end upon such other terms as are required or authorized by this ordinance to be specified in the Certificate of Award, in accordance with the law end the provisions of tiffs ordinance. The Director of Finance is authorized, if she determines it to be in the best interests of the City, to combine the issue of the Notes with one or more other note issues of the City into a consolidated note issue in accordance with Section 133.30(B), Revised Code. The Dfl'ector of Finance is hereby authorized and directed to execute and deliver the Certificate of Award. The Director of Finance must stare in the Certificate of Award' the pnnc~pal smount of the Notes; the interest rate on the Notes; the purchase price for the Notes; and any other terms required by this ordinance The Director of Finance may state in the Certificate of Award any changes in the date, the maturity date, the redemption provisions, and the designation of the Notes; whether the Notes are to be consolidated with other note issues; and any other terms authorized by this ordinance, subject to the liinitations stated in this ordinance. The Director of Finance must sign and deliver the Certificate of Award and must cause the Notes to be prepared, signed, and delivered, together with a tme transcript of proceedings of the issuance of the Notes, to the Underwriter upon payment of the purchase price Section 8. Financing Costs. The City retains the professional services end authorizes the payment of the Financing Costs for the Notes, as provided in this Section 8. (at Bond Counsel. The City retains the legal services of Vorys, Sater, Seymour and Pease LLP, as bond couusel for the Notes The legal seIMces will be in thc natm-e of legal advice and recommendations as to the documents end the proceedings in connection with the issuance and sale of the Notes and rendering legal opinions upon the delivery of the Notes. Bond counsel must render those services to the City in an attomey-alient relatienstfip. Bond counsel must be paid just and reasonable cunlpeusation for those legal services in accordance with its proposal and letter of engagement. 3