38-08 Issuance & Sale of Notes Reforestation $52,000

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Entry System, the Director 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 must direct the Registrar to make provision for notification of the book-entry interest owners by the Depository and to make any other arrangements necessary for the withdrawal of the Notes from the Book-Entry System. Section 7. Sale of the Notes. The Notes will be sold at private sale to the Underwriter, in accordance with law, the provisions of this ordinance, and the Purchase Agreement, at 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 accrued interest on the Notes, if any, :from their date to the Closing Date. The Notes must be sold with and upon such other terms as are reqnired or authorized by this ordinance to be specified in the Certificate of Award, in accordance with the law, the provisions of this ordinance, and the Purchase Agreement. 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 Director of Finance is hereby authorized and directed to execute and deliver the Certificate of Award, The Director of Finance must state in the Certificate of Award: the principal amount 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 limitations 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 true transcript of proceedings of the issuance of the Notes, to the Underwriter upon payment of the purchase price, Section 8. Financinl!' Costs. The City retains the professional services and authorizes the payment of the Financing Costs for the Notes, as provided in this Section 8, (a) Bond Counsel. The City retains the legal services ofVorys, Sater, Seymour and Pease LLP, as bond counsel for the Notes, The legal services will be in the nature of legal advice and recommendations as to the documents and 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 attorney-client relationship, Bond counsel must be paid just and reasonable compensation for those legal services in accordance with its proposal and letter of engagement. (b) Underwriter. The City retains the services of Wachovia Bank, National Association, as Underwriter for the Notes, The Underwriter must be paid for services in accordance with the Purchase Agreement, 4