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(ii) Upon termination of the services of the Depository as provided in the <br />preceding paragraph, and if no substitute securities depository can be found which, in the <br />opinion of the City, is willing and able to assume the functions of the Depository <br />hereunder upon reasonable or customary terms, or if the City determines that it is in the <br />best interests of the City or the Beneficial Owners of the Bonds that the Beneficial <br />Owners be able to obtain certificates for the Bonds, the Bonds shall no longer be <br />registered as being registered in the bond register in the name of the Nominee, but may <br />be registered in whatever name or names the Holder of the Bonds shall designate at that <br />time, in accordance with paragraph 12. To the extent that the Beneficial Owners are <br />designated as the transferee by the Holders, in accordance with paragraph 12, the Bonds <br />will be delivered to the Beneficial Owners. <br />(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of <br />paragraph 12. <br />(d) Letter of Representations. The provisions in the Letter of Representations are <br />incorporated herein by reference and made a part hereof. If and to the extent any such provisions <br />are inconsistent with the other provisions of this resolution, the provisions in the Letter of <br />Representations shall control. <br />3. PMWose. The Bonds shall provide funds to finance the Project as set forth in the <br />Plan. The total cost of the Project, which shall include all costs enumerated in Minnesota <br />Statutes, Section 475.65, is estimated to be at least equal to the amount of the Bonds. Work on <br />the Project shall proceed with due diligence to completion. <br />4. Interest. The Bonds shall bear interest payable semiannually on February 1 and <br />August 1 of each year (each, an "Interest Payment Date"), commencing February 1, 2005 <br />calculated on the basis of a 360 -day year of twelve 30 -day months, at the respective rates per <br />annum set forth opposite the maturity years as follows: <br />Maturity <br />Interest Rate <br />Maturity Year <br />Interest Rate <br />2006 <br />2.25% <br />2014 <br />3.90% <br />2007 <br />2.75 <br />2015 <br />4.00 <br />2008 <br />3.00 <br />2016 <br />4.00 <br />2009 <br />3.25 <br />2017 <br />4.20 <br />2010 <br />3.50 <br />2018 <br />4.25 <br />2011 <br />3.70 <br />2019 <br />4.40 <br />2012 <br />3.70 <br />2020 <br />4.50 <br />2013 <br />3.80 <br />The maximum annual principal and interest on the Bonds and any other outstanding <br />bonds of the City previously issued under Section 475.521, Subdivision 4, is less than .05367% <br />of the taxable market value of the City. <br />5. Redemption. All Bonds maturing on February 1, 2016 and thereafter, shall be <br />subject to redemption and prepayment at the option of the City on February 1, 2015 and on any <br />16519WI 5 <br />