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April 1, 1992
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<br /> The Bonds shall be issued only in fully registered form without coupons. One
<br />Bond representing each maturity of each issue of thc Bonds will be issued to and registered
<br />in the name of Cede & Co., as nominee of Tbe Depository Trust Company, New York, New
<br />York C'DTC'), as registered owner of the Bonds and each such Bond shall bc immobilized
<br />in the custody of DTC. DTC will act as securities depository for the Bonds. Individual
<br />purchases will be made in book-entry form only, in the principal amount of $5,000 or any.
<br />integral multiple thereof. Purchasers will not rccaivc ghysical delivery of certificates
<br />representing their interest in the Bonds purchased.
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<br /> Principal, premium, if any, and interest payments on the Bonds will be made
<br />by the Director of Finance of the City, as Registrar and Paying Agent for the Bonds. to DTC
<br />or its nominee, Cede & Co., as registered owner of the Bonds. which will in turn remit such
<br />payments to the DTC participants for subsequent dishursal to the beneficial owners of the
<br />Bonds. Transfer of principal, premium, if any, and interest payments to DTC participants
<br />*aU be the responsibility of DTC. Transfers of such payments to beneficial owners of the
<br />Bonds by DTC participants will be the responsibility ofsech participants and other nominees
<br />of such beneficial owners. Transfers of ownership interests in the Bonds will be
<br />accomplished by book entries made by DTC and, in turn, by the DTC participants who act
<br />on behalf of the indirect participants of DTC and the beneficial owners of the Bonds.
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<br /> The City will not be responsible or liable for sending transaction statements
<br />or for maintaining, supervising or reviewing records maintained by DTC. its participants or
<br />persons acting through such participants or for transmitting payments to, communicating
<br />with, notifying, or otherwise dealing with any beneficial owner of the Bonds. So tong as the
<br />Bonds are in book-entry only form, the Director of Finance of the City will serve as
<br />Registrar and Paying Agent for the Bonds. The City reserves the right to designate a
<br />successor Registrar and Paying Agent for the Bonds if the Bonds at any time cease to be in
<br />book-entry only form.
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<br /> So long as the Bonds are in book-entry only form. any notice of redemption
<br />will be given only to DTC or its nominee. The City shall not be responsible for providing
<br />any beneficial owner of the Bonds any notice of redemption.
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<br /> 3. The full faith and credit of the City shall be and hereby is irrevocably
<br />pledged to the payment of the principal of and interest on the Bonds as the same become
<br />due. In each year while the Bonds, or any of them, are outstanding and unpaid, there shall
<br />be assessed, levied and collected, at the same time and in the same manner as other taxes
<br />in the City are assessed, levied and collected, upon all proper~ within the City subject to
<br />taxation by the City, ad valorem taxes, without limitation of rate or amount, sufficient to
<br />provide for the payment of the principal of and interest on the Bonds as the same become
<br />dne.
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<br /> A. The City covenants and agrees to comply with the provisions of Sections
<br />103 and 1~1-150 of the Internal Revenue Code of 1986 and the Treasury Regulations
<br />promulgated thereunder throughout the term of the Bonds.
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<br /> 5. The Bonds shall be sold in conjunction with the sale of the Public
<br />Utility Refunding Bonds, Series 1992. and the Port Improvement Refunding Bonds, Series
<br />1992. of the City, authorized for sale by the Council at the meeting al which this resolution
<br />is being adopted.
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<br /> 6. The Bonds shall be executed, for and on behalf of the City, by the
<br />facsimile signatures of the Mayor and the Director of Finance of the City, and a facsimile
<br />of the corporate seal of the City shall be imprinted on the Bonds and attested by the
<br />facsimile signature of the City Clerk of the City.
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<br /> The Director of Finance of the City, as the Registrar for the Bonds. shall
<br />authenticate such Bonds and no such Bond shall be valid or obligatory for any purpose
<br />unless and until the certificate of authentication endorsed on each Bond shall have been
<br />manually executed by or on behalf o£ the Registrar. Upon the authentication of any Bonds
<br />the Registrar shall insert in the certificate of authentication the date as of which such Bonds
<br />are authenticated as follows: (i) if the Bond is authenticated prior to the first interest
<br />payment date, the certificate shall be dated as of the date the Bonds are delivered to and
<br />paid for by the initial purchasers thereof; (ii) if the Bond is authenticated upon an interest
<br />payment date, the certificate shall be dated as of such interest payment date: (ii) if the Bond
<br />~s authenticated after the fifteenth (15th) day of the calendar month next preceding aa
<br />interest payment date and prior to such interest payment date. the certificate shall be dated
<br />as of such interest payment date; and (iv) in ail other instances the certificate shall be dated
<br />as of the interest payment date next preceding the date upon which the Bond is
<br />authenticated.
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<br /> The execution of the Bonds in the manner above set forth is adopted as a due
<br />and sufficient authentication of the Bonds.
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<br /> CUSIP identification numbers may be printed on the Bonds, but neither the
<br />failure m print any such number on any Bond nor any error or omission with respect thereto
<br />shall constitute cause for failure or refusal by the Undurwritur for the Bonds to accept
<br />delivery of and pay for the Bonds in accordance with the terms of the Purchase Contract.
<br />No such number shall constitute or be deemed to be a part of any Bond or a part of the
<br />contract evidenced thereby and no liability shall attach m thc City or any of its officers or
<br />agents because of or on account of any such number~or any use made thereof. All expenses
<br />in relation to thc printing of such numbers on thc Bond shall be paid by thc City, including
<br />the CUSIP Service Bureau charge for the assignmefi~ t of such numbers.
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<br /> A copy of thc complete f'mal legal opinion with respect m the Bonds, with the
<br />name of the attorney or attorneys rendering same, together with a certification of the City
<br />Clerk, executed by a'facsimile signature of that officer, to the effect that such copy us a true
<br />and correct copy of the legal opinion which was dated as of the date of delivery of and
<br />payment for the Bonds, may be printed on the Bonds.
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<br />7. The Bonds shall be in substantially the following form:
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