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owners of Bonds under this resolution, with respect to the selection by DTC or any Participant of <br />any person to receive payment in the event of a partial redemption of the Bonds, or with respect to <br />any consent given or other action taken by DTC as registered owner of the Bonds. So long as any <br />Bond is registered in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all <br />principal of and interest on such Bond, and shall give all notices with respect to such Bond, only <br />to Cede & Co. in accordance with DTC's Operational Arrangements, and all such payments shall <br />be valid and effective to fully satisfy and discharge the City's obligations with respect to the <br />principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other <br />than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the <br />obligation of the City to make payments of principal and interest. Upon delivery by DTC to the <br />Registrar of written notice to the effect that DTC has determined to substitute a new nominee in <br />place of Cede & Co., the Bonds will be transferable to such new nominee in accordance with <br />paragraph (e) hereof. <br />(c) In the event the City determines that it is in the best interest of the Beneficial <br />Owners that they be able to obtain Bonds in the form of physical certificates, the City may notify <br />DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through <br />DTC of Bonds in the form of certificates. In such event, the Bonds will be transferable in <br />accordance with paragraph (e) hereof. DTC may determine to discontinue providing its services <br />with respect to the Bonds at any time by giving notice to the City and the Registrar and discharging <br />its responsibilities with respect thereto under applicable law. In such event the Bonds will be <br />transferable in accordance with paragraph (e) hereof. <br />(d) The execution and delivery of the Representation Letter to DTC, if not previously <br />filed with DTC, by the Mayor or City Clerk is hereby authorized and directed. <br />(e) In the event that any transfer or exchange of Bonds is permitted under paragraph <br />(b) or (c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of <br />the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted <br />transferee in accordance with the provisions of this resolution. In the event Bonds in the form of <br />certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as owner <br />of all the Bonds, or another securities depository as owner of all the Bonds, the provisions of this <br />resolution shall also apply to all matters relating thereto, including, without limitation, the printing <br />of such Bonds in the form of physical certificates and the method of payment of principal of and <br />interest on such Bonds in the form of physical certificates. <br />2.09. Form of Bonds. The Bonds shall be prepared in substantially the form found at <br />EXHIBIT B attached hereto. <br />Section 3. USE OF PROCEEDS; PROJECT FUND. <br />There is hereby created a special bookkeeping fund to be designated as the "General <br />Obligation Improvement Bonds, Series 2024A Project Fund" (the "Project Fund"), to be held and <br />administered by the City Manager separate and apart from all other funds of the City. The Project <br />Fund shall be credited with (i) $1,972,259.92 from the proceeds of the Bonds, representing the <br />estimated costs of the Project ($1,916,384.92) and costs of issuance of the Bonds ($55,875.00); <br />and (ii) all special assessments collected with respect to the Project (other than prepaid <br />no <br />