46-08 Issuance & Sale of Notes Motorized Equip $2,550,000

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(c) Book-Entry System. Unless otherwise provided in the Certificate of Award, the Notes must be originally issued in Book-Entry Form to a Depository, initially 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 Service, redemption and other notices, and enforcement of remedies, If any Depository determines not to continue to act as a Depository for the Notes for use in a Book-Entry System or if the City determines to discontinue the Book- 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 any 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 required or authorized by this ordinance to be specified in the Certificate of Award, in accordance with the law, the provisions of this ordinance, and any Purchase Agreement, If she determines it to be in the best interest of the City, the Director of Finance may sell the Notes to the Bond Retirement Fund of the City, under Section 133.29, Revised Code, and or the Treasury Investment Account of the City, under Section 731.56 through 731.58, Revised Code, 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 4