HomeMy WebLinkAboutCC RES 09-036 RESOLUTION RELATING TO $5,245,000 GENERAL OBLIGATION BONDS, SERIES 2009A; AWARDING THE SALE, FIXING THE FORM AND DETAILS AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR AND LEVYING AD VOLREM TAXES FOR THE PAYMENT T Meeting Sheet
I�IIII VIII VIII VIII VIII VIII IIII IIII
ioaozi
Box: 31
Folder: RES 2009
Document: CC RES 09-036 RESOLUTION RELATING TO $5,245,000
GENERAL OBLIGATION BONDS, SERIES 2009A; AWARDING THE SALE,
FIXING THE FORM AND DETAILS AND PROVIDING FOR THE EXECUTION
AND DELIVERY THEREOF AND SECURITY THEREFOR AND LEVYING AD
VOLREM TAXES FOR THE PAYMENT T
Councilmember Stille then introduced the following resolution and moved its adoption:
RESOLUTION 09-036
RESOLUTION RELATING TO $5,175,000 GENERAL
OBLIGATION BONDS, SERIES 2009A; AWARDING THE
SALE, FIXING THE FORM AND DETAILS AND PROVIDING
FOR THE EXECUTION AND DELIVERY THEREOF AND
SECURITY THEREFOR AND LEVYING AD VALOREM
TAXES FOR THE PAYMENT THEREOF
BE IT RESOLVED by the City Council of the City of St. Anthony, Minnesota(the
"City"), as follows:
Section 1. Recitals, Authorization and Sale of Bonds.
1.01. Authorization. The City has presently outstanding its General Obligation Storm
Sewer Revenue Bonds, Series 2000A, initially dated as of July 1, 2000 (the"Series 2000A
Bonds") and its General Obligation State-Aid Street Bonds, Series 2000B, initially dated as of
July 1, 2000 (the "Series 2000B Bonds," and together with the Series 2000A Bonds, the"Prior
Bonds"). The Series 2000A Bonds were issued pursuant to Minnesota Statutes, Section 475.65
and are payable primarily out of the net revenues (the"Net Revenues") to be derived from the
municipal storm sewer utility of the City(the "System"). The Series 2000B Bonds were issued
to defray the expense incurred and estimated to be incurred by the City in making improvements
to various state-aid roads in the City, including every item of cost of the kinds authorized in
Minnesota Statutes, Section 475.65 and are payable primarily from money allotted to the City
from its account in the Municipal State-Aid Street Fund of the State of Minnesota. This Council
hereby determines that it is in the best interest of the City to issue its $5,175,000 General
Obligation Bonds, Series 2009A(the"Bonds") for the purpose of currently refunding on June 1,
2009 all of the outstanding Prior Bonds, and for the purpose of financing the 2009 road
reconstruction projects being undertaken by the City pursuant to Minnesota Statutes, Chapter
429 (the"Improvements") and improvements to Emerald Park by the City (the"Park
Improvements"). The portion of the Bonds issued to refund the Series 2000A Bonds are referred
to as the"Storm Sewer Bonds" and are issued pursuant to the Minnesota Statutes, Chapter 475,
the portion of the Bonds issued to refund the Series 2000B Bonds are referred to as the"State-
Aid Street Bonds" and are issued pursuant to Minnesota Statutes, Chapter 475, the portion of the
Bonds issued to finance the 2009 road reconstruction projects by the City are designated as the
"Improvement Bonds" and are issued pursuant to Minnesota Statutes, Chapter 429 and the
portion of the Bonds issued to finance the improvements to Emerald Park are designated as the
"Abatement Bonds" and are issued pursuant to Minnesota Statutes, Section 469.1814 and
Chapter 475. The allocation of the Bonds for this purpose is set forth in Section 3.01 hereof.
1.02. Sale of Bonds. The City has retained Ehlers & Associates, Inc., an independent
financial advisor, to assist the City in connection with the sale of the Bonds. The Bonds are
being sold pursuant to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph (9), without
meeting the requirements for public sale under Minnesota Statutes, Section 475.60,
Subdivision 1. Pursuant to the Terms and Conditions of Sale for the Bonds, ten 00 proposals
for the purchase of the Bonds were received at or before the time specified for receipt of
proposals. The proposals have been opened and publicly read and considered, and the purchase
price, interest rates and true interest cost under the terms of each bid have been determined. The
most favorable proposal received is that of RBC Capital Markets, of Minneapolis, Minnesota,
and associates (the"Purchaser"),to purchase the Bonds at a price of$5,253,383.92, the Bonds to
bear interest at the rates set forth in Section 2.01. The proposal is hereby accepted, and the
Mayor and the City Manager are hereby authorized and directed to execute a contract on the part
of the City for the sale of the Bonds with the Purchaser. The good faith checks of the
unsuccessful bidders shall be returned forthwith.
1.03. Performance of Requirements. All acts, conditions and things which are required
by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be
performed precedent to and in the valid issuance of the Bonds having been done, existing, having
happened and having been performed, it is now necessary for this Council to establish the form
and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith.
1.04. Maturities of Bonds. The Council hereby finds that the maturities of the
Improvement Bonds as set forth in Section 3.01 hereof are warranted by the anticipated
collections of special assessments and ad valorem taxes levied and to be levied for the payment
of the Improvement Bonds as provided in Section 5 hereof.
Section 2. Form of Bonds. The Bonds shall be prepared in substantially the
following form:
i
[The remainder of this page is intentionally left blank]
•
-2-
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTIES OF HENNEPIN AND RAMSEY
CITY OF ST. ANTHONY
GENERAL OBLIGATION BOND, SERIES 2009A
No. R- $
Interest Rate Maturity Date of CUSIP
Original Issue
May 7, 2009
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF ST. ANTHONY, Hennepin and Ramsey Counties, Minnesota(the
"City"), acknowledges itself to be indebted and, for value received,hereby promises to pay to the
registered owner named above, or registered assigns, the principal amount specified above, on
the maturity date specified above, with interest thereon from the date of original issue specified
• above, or from the most recent interest payment date to which interest has been paid or duly
provided for, at the annual rate specified above. Interest hereon is payable on February 1 and
August 1 in each year, commencing February 1, 2010, to the person in whose name this Bond is
registered at the close of business on the 15th day(whether or not a business day) of the
immediately preceding month, all subject to the provisions referred to herein with respect to the
redemption of the principal of this Bond before maturity. The interest hereon and, upon
presentation and surrender hereof, the principal hereof, are payable in lawful money of the
United States of America by check or draft of Wells Fargo Bank,National Association, in
Minneapolis, Minnesota, as Bond Registrar, Transfer Agent and Paying Agent (the"Bond
Registrar"), or its successor designated under the Resolution described herein.
This Bond is one of an issue in the aggregate principal amount of$5,175,000 (the
"Bonds"), issued pursuant to a resolution adopted by the City Council on April 14, 2009 (the
"Resolution"), for the purpose of refunding bonds issued to finance improvements to the City's
storm sewer utility, refunding bonds issued to finance the costs of improvements to state-aid
roads in the City, financing a portion of the costs of various street improvements in the City and
financing costs of various park improvements within the City, and is issued pursuant to and in
full conformity with the provisions of the Constitution and laws of the State of Minnesota
thereunto enabling, including Minnesota Statutes, Section 162.18, Minnesota Statutes,
Section 469.1814 and Minnesota Statutes, Chapters 429 and 475. The Bonds are issuable only as
fully registered bonds in denominations of$5,000 or any multiple thereof, of single maturities.
The Bonds of this series are issuable only as fully registered Bonds, in denominations of$5,000
• or any multiple thereof, of single maturities.
-3-
Bonds maturing in the years 2010 through 2017 are payable on their respective stated maturity
dates without option of prior payment,but Bonds having stated maturity dates in 2018 and later
years are each subject to redemption and prepayment, at the option of the City and in whole or in
part, and if in part, in the maturities selected by the City and, within a maturity, in $5,000
principal amounts selected by lot, on February 1, 2017 and on any date thereafter, at a price
equal to the principal amount thereof to be redeemed plus accrued interest to the date of
redemption.
At least thirty days prior to the date set for redemption of any Bond, notice of the call for
redemption will be mailed to the Bond Registrar and to the registered owner of each Bond to be
redeemed at his address appearing in the Bond Register,but no defect in or failure to give such
mailed notice of redemption shall affect the validity of the proceedings for the redemption of any
Bond not affected by such defect or failure. Official notice of redemption having been given as
aforesaid, the Bonds or portions of the Bonds so to be redeemed shall, on the redemption date,
become due and payable at the redemption price herein specified and from and after such date
(unless the City shall default in the payment of the redemption price) such Bond or portions of
Bonds shall cease to bear interest. Upon the partial redemption of any Bond, a new Bond or
Bonds will be delivered to the registered owner without charge, representing the remaining
principal amount outstanding.
The Bonds have been designated by the City as "qualified tax-exempt obligations"
pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended.
As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the City at the principal office of the Bond Registrar,by
the registered owner hereof in person or by his attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or his attorney; and may also be surrendered in exchange
for Bonds of other authorized denominations. Upon such transfer or exchange, the City will
cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the
same aggregate principal amount, bearing interest at the same rate and maturing on the same
date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond
is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose
of receiving payment and for all other purposes, and neither the City nor the Bond Registrar shall
be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota to be done,
to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order
to make it a valid and binding general obligation of the City in accordance with its terms, have
been done, do exist, have happened and have been performed as so required; that, prior to the
issuance hereof the City has pledged to the payment of the principal of and interest on the Bonds
(a) so much of the net revenues of the City's storm sewer utility as shall be required to pay the
principal and interest on the portion of the Bonds issued to refund the bonds issued to refinance
-4-
improvements to the City's storm sewer utility; (b) money to be allocated from its account in the
Municipal State-Aid Street Fund of the State of Minnesota in such amount as shall be sufficient
to pay all principal of and interest on the portion of the Bonds issued to refund the bonds issued
to refinance improvements to various state-aid roads in the City, (c) has levied or agreed to levy
special assessments on property specially benefited by the portion of the Bonds issued to finance
street reconstruction projects in the City and ad valorem taxes on all taxable property in the City,
collectible in the years and amounts required to produce sums not less than 5% in excess of the
principal of and interest on such portion of the Bonds as such principal and interest respectively
become due, and has appropriated the same to the payment of such portion of the Bonds in the
manner specified in Minnesota Statutes, Section 429.091, Subdivision 4; (d) tax abatements to be
derived by the City from certain specified properties of the City; that if necessary to pay the
principal and interest on the tax abatement portion of the Bonds, and (e) if necessary for payment
of the principal and interest on this Bond, additional ad valorem taxes are required to be levied
upon all taxable property in the City, without limitation as to rate or amount; and that the
issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or
statutory limitation of indebtedness.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication hereon shall have
been executed by the Bond Registrar by the manual signature of a person authorized to sign on
its behalf.
•
[The remainder of this page is intentionally left blank]
-5-
• IN WITNESS WHEREOF, the City of St. Anthony, Hennepin and Ramsey Counties,
Minnesota,by its City Council,has caused this Bond to be executed by the signatures of the
Mayor and the City Manager and has caused this Bond to be dated as of the date set forth below.
CITY OF ST. ANTHONY
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Date of Authentication:
WELLS FARGO BANK,NATIONAL
ASSOCIATION, Minneapolis, Minnesota,
as Bond Registrar
By_
Authorized Representative
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM——as tenants UNIF TRANS MIN ACT.......Custodian...........
in common (Cust) (Minor)
TEN ENT—— as tenants
by the entireties under Uniform Transfers to
Minors
Act. . . . . . . . . . . . . . . . . . . . . .
JT TEN—— as joint tenants (State)
with right of
survivorship and
not as tenants in
common
Additional abbreviations may also be used.
-6-
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
the within
Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER NOTICE: The signature(s) to this assignment
OF ASSIGNEE: must correspond with the name as it appears
upon the face of the within Bond in every
particular, without alteration, enlargement or
any change whatsoever.
Signature(s)must be guaranteed by an
M "eligible guarantor institution"meeting
the requirements of the Bond Registrar,
which requirements include membership
or participation in the Securities Transfer
Association Medallion Program (STAMP)
or such other"signature guaranty program"
as may be determined by the Bond Registrar
in addition to or in substitution for STAMP,
all in accordance with the Securities Exchange
Act of 1934, as amended.
[End of Bond Form.]
Section 3. Bond Terms, Execution and Delivery.
3.01. Maturities, Interest Rates, Denominations, Payment, Dating of Bonds. The Bonds
shall be designated General Obligation Bonds, Series 2009A, shall be originally dated as of
May 7, 2009, shall be in the denomination of$5,000 each, or any integral multiple thereof, shall
mature on February 1 in the respective years and amounts stated below, and shall bear interest,
computed on the basis of a 360-day year consisting of twelve 30-day months, from May 7, 2009
until paid or duly called for redemption at the respective annual rates set forth opposite such
years and amounts, as follows:
-7-
14
• Year Amount Rate Year Amount Rate
2010 $200,000 3.000% 2018 $260,000 3.000%
2011 335,000 3.000% 2019 270,000 3.200%
2012 410,000 3.000% 2020 285,000 3.400%
2013 420,000 3.000% 2021 295,000 3.600%
2014 430,000 3.000% 2022 310,000 3.750%
2015 445,000 3.000% 2023 325,000 3.875%
2016 245,000 3.000% 2024 340,000 4.000%
2017 255,000 3.000% 2025 350,000 4.000%
The Bonds shall be issuable only in fully registered form. The interest thereon and, upon
surrender of each Bond,the principal amount thereof, shall be payable by check or draft issued
by the Registrar for the Bonds appointed herein.
The portion of the Bonds maturing in the following years and amounts constitute the
Storm Sewer Bonds:
Year Amount
2010 $130,000
2011 130,000
2012 135,000
2013 135,000
2014 145,000
2015 150,000
The portion of the Bonds maturing in the following years and amounts constitute the
State-Aid Street Bonds:
Year Amount
1
2010 $70,000
2011 65,000
2012 65,000
2013 65,000
2014 60,000
2015 60,000
•
-8-
• The portion of the Bonds maturing in the following years and amounts constitute the
Improvement Bonds:
Year Amount Year Amount
2011 $140,000 2019 $175,000
2012 140,000 2020 185,000
2013 145,000 2021 190,000
2014 150,000 2022 200,000
2015 155,000 2023 210,000
2016 160,000 2024 220,000
2017 165,000 2025 225,000
2018 170,000
The portion of the Bonds maturing in the following years and amounts constitute the
Abatement Bonds:
Year Amount Year Amount
2012 $70,000 2019 $ 95,000
2013 75,000 2020 100,000
2014 75,000 2021 105,000
• 2015 80,000 2022 110,000
2016 85,000 2023 115,000
2017 90,000 2024 120,000
2018 90,000 2025 125,000
3.02. Interest Payment Dates. Interest on the Bonds shall be payable on February 1 and
August 1 in each year, commencing February 1, 2010, to the owners thereof as such appear of
record in the bond register as of the close of business on the fifteenth day of the immediately
preceding month, whether or not such day is a business day.
3.03. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer
agent and paying agent (the"Registrar"). The effect of registration and the rights and duties of
the City and the Registrar with respect thereto shall be as follows:
(a) Re 'ster. The Registrar shall keep at its principal office a bond register in
which the Registrar shall provide for the registration of ownership of Bonds and the
registration of transfers and exchanges of Bonds entitled to be registered, transferred or
exchanged.
(b) Transfer of Bonds. Upon surrender to the Registrar for transfer of any
Bond duly endorsed by the registered owner thereof or accompanied by a written
instrument of transfer, in form satisfactory to the Registrar, duly executed by the
registered owner thereof or by an attorney duly authorized by the registered owner in
• writing, the Registrar shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Bonds of a like aggregate principal amount
-9-
• and maturity, as requested by the transferor. The Registrar may,however, close the
books for registration of any transfer after the fifteenth day of the month preceding each
interest payment date and until such interest payment date.
(c) Exchange of Bonds. Whenever any Bond is surrendered by the registered
owner for exchange, the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount, interest rate and maturity, as requested by the
registered owner or the owner's attorney duly authorized in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall
be promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
its refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name any Bond is at any time registered in the bond register as the absolute
owner of such Bond, whether such Bond shall be overdue or not, for the purpose of
receiving payment of, or on account of, the principal of and interest on such Bond and for
• all other purposes, and all such payments so made to any such registered owner or upon
the owner's order shall be valid and effectual to satisfy and discharge the liability of the
City upon such Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds
(except for an exchange upon a partial redemption of a Bond), the Registrar may impose
a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or
other governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall
become mutilated or be lost, stolen or destroyed, the Registrar shall deliver a new Bond
of like amount, number, interest rate, maturity date and tenor in exchange and
substitution for and upon cancellation of any such mutilated Bond or in lieu of and in
substitution for any such Bond lost, stolen or destroyed, upon the payment of the
reasonable expenses and charges of the Registrar in connection therewith; and, in the case
of a Bond lost, stolen or destroyed, upon receipt by the Registrar of evidence satisfactory
to it that such Bond was lost, stolen or destroyed, and of the ownership thereof, and upon
receipt by the Registrar of an appropriate bond or indemnity in form, substance and
amount satisfactory to it, in which both the City and the Registrar shall be named as
obligees. All Bonds so surrendered to the Registrar shall be cancelled by it and evidence
of such cancellation shall be given to the City. If the mutilated, lost, stolen or destroyed
Bond has already matured or been called for redemption in accordance with its terms, it
• shall not be necessary to issue a new Bond prior to payment.
-10-
• (i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1.
3.04. Appointment of Initial Registrar. The City hereby appoints Wells Fargo Bank,
National Association in Minneapolis, Minnesota, as the initial Registrar. The Mayor and City
Manager are authorized to execute and deliver, on behalf of the City, a contract with Wells Fargo
Bank,National Association, as Registrar. Upon merger or consolidation of the Registrar with
another corporation, if the resulting corporation is a bank or trust company authorized by law to
conduct such business, such corporation shall be authorized to act as successor Registrar. The
City agrees to pay the reasonable and customary charges of the Registrar for the services
performed. The City reserves the right to remove any Registrar upon thirty(30) days' notice and
upon the appointment of a successor Registrar, in which event the predecessor Registrar shall
deliver all cash and Bonds in its possession to the successor Registrar. On or before each
principal or interest due date, without further order of this Council, the Finance Director shall
transmit to the Registrar from the 2009A Improvement Bond Fund described in Section 5 hereof,
moneys sufficient for the payment of all principal and interest then due.
3.05. Redemption. (a) Bonds maturing in the years 2010 through 2017 are payable on
their respective stated maturity dates without option of prior payment, but Bonds maturing in
2018 and later years are each subject to redemption, at the option of the City and in whole or in
part, and if in part, in the maturities selected by the City and, within any maturity, in $5,000
principal amounts selected by the Registrar by lot, on February 1, 2017 and on any date
• thereafter, at a redemption price equal to the principal amount thereof to be redeemed plus
accrued interest to the date of redemption.
(b) At least thirty days prior to the date set for redemption of any Bond, the City shall
cause notice of the call for redemption to be mailed to the Registrar and to the registered owner
of each Bond to be redeemed, but no defect in or failure to give such mailed notice of
redemption shall affect the validity of proceedings for the redemption of any Bond not affected
by such defect or failure. The notice of redemption shall specify the redemption date,
redemption price, the numbers, interest rates and CUSIP numbers of the Bonds to be redeemed
and the place at which the Bonds are to be surrendered for payment, which is the principal office
of the Registrar. Official notice of redemption having been given as aforesaid, the Bonds or
portions thereof so to be redeemed shall, on the redemption date,become due and payable at the
redemption price therein specified and from and after such date (unless the City shall default in
the payment of the redemption price) such Bonds or portions thereof shall cease to bear interest.
Bonds in a denomination larger than $5,000 may be redeemed in part in any integral
multiple of$5,000. The owner of any Bond redeemed in part shall receive without charge, upon
surrender of such Bond to the Registrar, one or more new Bonds in authorized denominations
equal in principal amount to be unredeemed portion of the Bond so surrendered.
3.06. Preparation and Delivery. The Bonds shall be prepared under the direction of the
City Manager and shall be executed on behalf of the City by the signatures of the Mayor and the
• City Manager; provided that said signatures may be printed, engraved, or lithographed facsimiles
thereof. In case any officer whose signature, or a facsimile of whose signature, shall appear on
-11-
the Bonds shall cease to be such officer before the delivery of any Bond, such signature or
facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer
had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or
obligatory for any purpose or entitled to any security or benefit under this Resolution unless and
until a certificate of authentication on such Bond has been duly executed by the manual signature
of an authorized representative of the Registrar. Certificates of authentication on different Bonds
need not be signed by the same representative. The executed certificate of authentication on
each Bond shall be conclusive evidence that it has been authenticated and delivered under this
Resolution. When the Bonds have been so executed and authenticated, they shall be delivered
by the City Manager to the Purchaser upon payment of the purchase price in accordance with the
contract of sale heretofore made and executed, and the Purchaser shall not be obligated to see to
the application of the purchase price.
3.07. Securities Depository. (a) For purposes of this Section the following terms shall
have the following meanings:
"Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in
whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the
records of such Participant, or such person's subrogee.
"Cede & Co." shall mean Cede& Co., the nominee of DTC, and any successor nominee
of DTC with respect to the Bonds.
• "DTC" shall mean The Depository Trust Company of New York,New York.
"Participant" shall mean any broker-dealer, bank or other financial institution for which
DTC holds Bonds as securities depository.
"Representation Letter" shall mean the Representation Letter from the City to DTC with
respect to the procedures of DTC presently on file with DTC.
(b) The Bonds shall be initially issued as separately authenticated fully registered
bonds, and one Bond shall be issued in the principal amount of each stated maturity of the
Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the bond
register in the name of Cede & Co., as nominee of DTC. The Registrar and the City may treat
DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the
purposes of payment of the principal of or interest on the Bonds, selecting the Bonds or portions
thereof to be redeemed, if any, giving any notice permitted or required to be given to registered
owners of Bonds under this resolution, registering the transfer of Bonds, and for all other
purposes whatsoever; and neither the Registrar nor the City shall be affected by any notice to the
contrary. Neither the Registrar nor the City shall have any responsibility or obligation to any
Participant, any person claiming a beneficial ownership interest in the Bonds under or through
DTC or any Participant, or any other person which is not shown on the bond register as being a
registered owner of any Bonds, with respect to the accuracy of any records maintained by DTC
or any Participant, with respect to the payment by DTC or any Participant of any amount with
• respect to the principal of or interest on the Bonds,with respect to any notice which is permitted
or required to be given to owners of Bonds under this resolution, with respect to the selection by
-12-