1985-08-28 Special Called Meeting

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• No Litigation Certificate The City will furnish without cost to the Purchaser a Certificate signed by the Mayor and City Secretary which will recite, among other things, that no litigation of any nature has been filed or is now pending to restrain or enjoin the issuance or delivery of the Bonds or which would affect the provision made for their payment or security, or in any other manner questioning the proceedings or authority concerning the issuance of the Bonds, and that so far as is known and believed, no such litigation is threatened. Certification as to Official Statement At the time of payment for and delivery of the Bonds, the City will furnish the Purchaser a certificate signed by the City Manager, acting in his official capacity, - to the effect that the "Official Statement" has been authorized and approved by the City Council, and to the best of his knowledge and belief after reasonable investigation: (a) neither the "Official Statement" nor any amendment or supplement thereto contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of circumstances in which they were made, not misleading; (b) since the date of the "Official Statement" no event has occurred which should have been set forth in an amendment or supplement to the "Official Statement" which has not been set forth in such amendment or supplement; and (c) there has not been any material adverse change in the operation or financial affairs of the City since the date of such "Official Statement." GENERAL Future Registration The Bonds may be transferred, registered and assigned only on the registration books of the Registrar, and such registration and transfer shall be without expense or service charge to the owner, except for any tax or other governmental charges required to be paid with respect to such registration and transfer. A Bond may be assigned by the execution of an assignment form on the Bonds or by other instrument of transfer and assignment acceptable to the Registrar. A new Bond or Bonds will be delivered by the Registrar in lieu of the Bond being transferred or exchanged at the principal office of the Registrar. To the extent possible, new Bonds issued in an exchange or transfer of Bonds will be delivered to the registered owner or assignee of the owner in not more than three (3) business days after the receipt of the Bonds to be cancelled in the exchange or transfer and the written instrument of transfer or request for exchange duly executed by the owner or his duly authorized agent, in form satisfactory to the Registrar. New Bonds registered and delivered in an exchange or transfer shall be in denominations of $5,000 or any integral multiple thereof for any one maturity and for a like aggregate principal amount as the Hond or Bonds surrendered for exchange or transfer. Limitation on Transfer or Exchange of Bonds Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange any Bond during the period of fifteen (15) days next preceding any interest date or to transfer or exchange any Bond during the thirty (30) day period prior to the date fixed for the redemption of such Bond or Bonds. Successor Paying Agent/Registrar (the "Registrar") Provision is made in the ordinance authorizing the issuance of the Bonds (the "Bond Ordinance") for replacement of the Registrar. If the Registrar is replaced by the City, the new Registrar shall accept the previous Registrar's records and act in the same capacity as the previous Registrar. Any Registrar selected by the City shall be either a national or state banking institution and shall be a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise trust powers, and subject to supervision or examination by Federal or State authority. Successor Registrars, if any, shall be determined by the City.' Record Date The record date ("Record Date") for the interest payable on any interest payment date is defined as the last business day of the month next preceding such interest payment date.