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r <br /> of twelve 30 -day months and will be rounded pursuant to rules of the MSRB. All Bonds of the same maturity must <br /> bear interest from date of issue until paid at a single, uniform rate, not exceeding the rate specified for Bonds of any <br /> subsequent maturity. Each rate must be expressed in an integral multiple of 5 1100 or 1/8 of 1 %. <br /> Optional Redemption <br /> At the option of the City, Bonds maturing on or after February 1, 2006 shall be subject to prior payment on February <br /> 1, 2005 or any date thereafter, at a price of par and accrued interest. <br /> Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the selection of <br /> the Bonds remaining unpaid to be prepaid shall be at the discretion of the City. If only part of the Bonds having a <br /> common maturity date are called for prepayment, the City will notify DTC of the particular amount of such maturity <br /> to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and <br /> each participant will then select by lot the beneficial ownership interest in such maturity to be redeemed. <br /> Notice of such call shall be given by mailing a notice thereof by registered or certified mail at least thirty (30) days prior <br /> to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the <br /> registration books. <br /> Book Entry Format <br /> The Bonds will be designated in the name of Cede & Co., as nominee for The Depository Trust Company ( "DTC "), <br /> New York, New York. DTC will act as securities depository for the Bonds, and will be responsible for maintaining <br /> a book -entry system for recording the interest of its participants and the transfers of interests between its participants. <br /> The participants will be responsible for maintaining records regarding the beneficial interests of the individual <br /> purchasers of the Bonds. So long as Cede & Co. is the registered owner of the Bonds, all payments of principal and <br /> interest will be made to the depository which, in turn, will be obligated to remit such payments to its Participants for <br /> subsequent disbursement to the beneficial owners of the Bonds. <br /> Paving Agent <br /> The City has selected Firstar Bank of Minnesota, N.A., St. Paul, Minnesota, to act as paying agent (the "Paying <br /> Agent "). The City will pay the charges for Paying Agent services. The City reserves the right to remove the Paying <br /> Agent and to appoint a successor. <br /> Delivery <br /> Within 40 days after the sale, the Bonds will be delivered without cost to the original purchaser at DTC. On the day <br /> of closing, the City will furnish to the purchaser the opinion of bond coynsel hereinafter described, appropriate <br /> arbitrage certifications and a certificate verifying that no litigation in any manner questioning the validity of the Bonds <br /> is then pending or, to the hest knowledge of officers of the City, threatened. Payment for the Bonds must be received <br /> by the City at its designated depository on the date of closing in immediately available funds. <br /> Legal Opinion <br /> An opinion as to the validity of the Bonds and the exemption from taxation of the interest thereon will be furnished <br /> by Kennedy & Graven, Chartered, of Minneapolis, Minnesota, bond counsel to the City, and will accompany the <br /> Bonds. The legal opinion will state that the Bonds are valid and binding general obligations of the City enforceable <br /> in accordance with their terms, except to the extent to which enforceability may be limited by Minnesota or United <br /> States laws relating to bankruptcy, reorganization, moratorium or creditors' rights generally. <br /> 2 <br />