2004-04-28 WS & CC Meeting - Laserfiche WebLink

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Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Secwities Exchange Act of 1934, as amended. DTC was created to hold secwities of its participants (the "DTC Participants'') and to facilitate the clearance and settlement of securities transactions among DTC Participants in such secwities through electronic book-entty changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of secwities Bonds. DTC Participants include secwities brokers and dealers, banks, trust companies, clearing cotporations, and certain other organizations, some of whom (andlor their representatives) own DTC. Access to the DTC system is also available to others such as banks, brokers, dealers, and trnst companies that clear through or maintain a custodial relationship with DTC Participants, either directly or indirectly (the "Indirect Participants"). The interest of each of the Beneficial Owners of the Bonds will be recorded through the records of a DTe Participant or Indirect Participant Each DTC Participant will receive a credit balance on the records of DTC. Individual purchases will be made in the denomination of $5,000 or any wbole multiple thereof. Beneficial owners of Bonds will receive a written confirmation of their purchases providing details of the Bonds acquired. Beneficial owners of Bonds will not receive Bonds representing their ownership interest in the Bonds, except as specifically provided below. Transfers of beneficial ownership interest in the Bonds will be accomplished by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Indirect Participants and the Beneficial Owners of Bonds. For every transfer and exchange of beneficial ownership of Bonds, the beneficial owner may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. The City will make payments of principal and interest on the Bonds to DTC or its nominee, Cede & Co., as registered owner of the Bonds. Upon receipt of moneys, DTC's current practice is to immediately credit the accounts of the DTC Participants in accordance with their respective holdings shown on the records of DTC. Payments by DTC Participants and Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices such as those which are now the case for municipal secwities held in bearer form or registered in "street name" for the accounts of customers and will be the responsibility of such DTC Participants or Indirect Participants and not the responsibility of DTC or the Issuer, subject to any statutory and regulatory requirements as may be in effect from time to time. CONTINUING DISCLOSURE CERTIFICATE In order to assist the Underwriter{s) in complying with SEC Rule 15c2-12 (the "Rule"), pursuant to the Award Resolution and a Continuing Disclosure Certificste (the "Certificate") to be executed on behalf of the City on or before Bond Closing, the City has and will covenant for the benefit of holders of the Bonds to provide certain financial information and operating dsta relating to the City to certain information repositories annually, and to provide notices of the occurrence of certain events enumerated in the Rule to certain information repositories or the Municipal Secwities Rulemaldng Board and to any state information depository. The specific natore of the Certificste, as well as the information to be contained in the annual report or the notices of material events are set forth in the Continuing Disclosure Certificate in substantially the form attached hereto as Appendix B. The City has never failed to comply in all material respects with any previous undertakings under the Rule to provide annual reports or notices of materiaI events. A failure by the City to comply with the Certificate will not constitute an event of default on the Bonds (although holders will have an enforceable right to specific performance). Nevertheless, such a failure must be reported in accordance with the Ru