|
Section 7. Book -Ent S. stem: Limited Obligation of City.
<br />7. 1. DTC. The Bonds will, be initially issued in the forin of a separate single typewritten of
<br />printed fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon initial
<br />issuance, the ownership. of each Band will be registered in the registration books kept by Registrar in the
<br />name of Cede .& Co., as. nominee for The Depository Trust. Company, New York, New York, and its .
<br />successors and assigns ("DTC`). Except as provided in this section, all of the outstanding Bonds will be
<br />tegistered in the :registration books: kept by the Registrar in thename of.Code & Co., as nominee of DTC.
<br />7.02, Participants. With respect to Bonds registered in the registration books kept by the
<br />Registrar in the name. of Cede &. Co., as nominee of DTC; the City, the .Registrar and the Paying Agent will
<br />have no responsibility or obligation to. any broker dealers, banks. and other financial .institutions fiom time to
<br />time for which DTC holds Bonds as securities depository (the "Participants") or ta any other person on
<br />behalf of which a. Participant holds an interest in the Bonds, including. but not .limited to any responsibility
<br />or obligation with respect to Q) the accuracy of the records. of DTC, Cede & Co. or any Participant with
<br />respect to %any Ownership interest in the Bonds, (ii) the delivery to any Participant or any other person {other
<br />than a registered owner of Bonds, :as. shown by the .registration books. kept by the. Registrar}., of any notice
<br />with respect to the. -Bonds, including any notice of redemption, or (iii) the payment to any .Participant or any
<br />other person; other than a registered owner of Bonds, of any amount with respect to principal of, premium,
<br />if any, or interest on the Bonds: The City, the Registrar and the. Paying Agent. may treat .and. consider the
<br />person in whose name each Bond is registered. in the registration books kept by the Registrar as. the holder
<br />and absolute owner of such Bond..for the purpose df payment of principal,.premiuin and. interest with respect
<br />to such Bond, for the purpose ofregistering transfers with respect to such Bonds, .and for all other purposes.
<br />The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the.
<br />order of the respective registered owners, as shown in the registration books kept by the Registrar, and all
<br />such: payments will be valid and effectual to fully satisfy and discharge the Citys obligations with respect .to
<br />payment of principal of, premium, if any, Or interest: on the Bonds to the extent of the sum or sums so: paid.
<br />No person other than.a registered owner of Bonds, as .shown in the registration books kept by the Registrar,
<br />will .receive a certificated Bona evidencing the obligation: of this resolution, Upon delivery by DTC to the
<br />City Clerk. of a written notice to the effect that DTC has determined to substitute a new. nominee in place of
<br />Cede &'Co., the words. "Cede .&: Co." will.refer to such new. nominee of.DTC; and upon receipt of such a
<br />notice, the City Clerk will promptly deliver a copyof the same to the. Registrar and Paying Agent.
<br />7,03. Representation Letter. The City has heretofore executed and. delivered. to DTC. a Blanket.
<br />Issuer Letter of Representations (the "Representation Letter") which will govern payinent of principal of,
<br />premium, . if any, and. interest on the Bonds and notices with. respect to. the Bonds. . Any.Paying Agent or
<br />Registrar subsequently appointed by the :City with respect to: the Bonds will agree to take all action
<br />necessary for all representations of the City in the Representation Letter with respect to the Registrar and
<br />Paying Agent, respectively, to. be complied with at all times.
<br />7.04. Transfers Outside Book -Entry System. In the event: the City,. by resolution of the City
<br />Council, determines. that it is in the best interests of the persons.. having beneficial interests in the Bonds that
<br />they be able to obtain Bond certificates,: the City will notify DTC, whereupon DTC. will notify the
<br />Participants, .of the availability through DTC of Bond. certificates. In such event the City will .issue, transfer
<br />and exchange Bond certificates. as requested .by DTC and any other .registered. owners .in accordance with
<br />the provisions of this resolution. DTC may determine to discontinue. providing its services with respect to
<br />the Bonds at any time by giving ..notice to the City and discharging its. responsibilities with respect thereto
<br />under applicable law. In such event,.if no successor securities depository is appointed, the City will. issue
<br />526486vI :GAF G)190-14 l.p
<br />
|