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HomeMy WebLinkAbout5056_CCv0001.pdf RESOLUTION NO. 5056 RESOLUTION GSE THE CITY COUNCIL OF THE CITE' OF REDLANDS AUTHORIZING 'ISE ISSUANCE AND SALE OF 1994 GENERAL OBLIGATION REFUNDING BONDS IN THE AGGREGATE PRINCIPAL AMOUNT CE $7,570,000 KAB201237 TABLE OF CONTENTS Page(s) Section 1. Definitions . . . . . . . . . . . . . . . I . . . . . . . I . . . 1. Section 2. Finding; The Bonds; Principal Amount; Designation . . . . . . . . . . . 5 Section 3. Terms of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . 5 (A) Registration; Denomination . . . . . . . . . . . . . . . . . . . . 5 (B) Date of Bonds . . . . . . . . . . . . . . . . . . . . . .5 (C) CUSIP Identification Numbers . . . . . . . . . . . . . . . . . . . . . . . 5 (D) Maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 (E) Interest . . . . . . . . . . . . . . . . . . . . . . . . 6 (F) Method of Payment . . . . . . . . . . . . . 6 (G) Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . .. 7 (H) Redemption Procedure . . . . . . . . . . . . . . . . . . . . . . 8 Section 4. Form of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 5. Execution, of Bonds . . . . . . . . . . . . . . . . 8 Section 6. Transfer of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 7. Exchange of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 8. Bond Register . . . . . . . . . . . . . . . . . . . . . - - 9 Section 9. Temporary Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 10. Bonds Mutilated, Lost, Destroyed or Stolen . . . . . . . . . . . . . 10 Section It. [RESERVED] . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 12. Issuance and Delivery of Bonds . . . . . . . . . . . . . . . . . . . . . 10 Section, 13. Application of Proceeds of Sale of Bonds . . . . . . . . . . . . . . . . . . . . . 11 Section 14. Costs of Issuance Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . It (A) Establishment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I I (B) Disbursements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . It Section 15. Bond Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11. (A) Establishment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - - - - - II (B) Disbursements . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 16. Investment of Funds . . . . . . . . . . . . . . - , , . . . . . . . . . . . . 12 Section 17. Rebate Fund . . . . . . . . . . . . .. . . . . . . . . . . . . 12 Section 18. Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 (A) Punctual Payment . . . . . . . . . . . . . . . . . . . . . . . . 12 (B) Levy of Taxes . . . . . . . 4 . . , . . . . . . . . . . . . . . . . . . . . . 12 (C) Rights of Owners . . . . . . . . . . . . . . . . . . . . . 13 (D) Tax Covenants . . . . . . 13 Section 19. Appointment of Paying Agent . . . . . . . . . 13 Section 20. Appointment of Escrow Agent; Approval of Escrow Agreement 13 Section 2 1. Amendment of Resolution . . . . . . . . . . . . . . . . . . . 14 Section 22. Procedure for Amendment of Resolution with Written Consent of Owners 14 Section 23. Disqualified Bonds . . . . . . . . . . . . . . . . . 15 Section 24. Effect of Supplementa.1 Resolution . . . . . . . . . . 15 Section 25. Discharge of Resolution . . . . . . . . . . . . . . . . . . 15 Section 26. Execution of Documents and Proof of Ownership by Owners 16 KA8201237 Section 27. Final Official Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 28. Contract with Owners of the Bonds . . . . . . . . . . . . . . . . . . . . 17 Section 29. Partial Invalidity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 30. Liberal Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 31. Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 KA8201237 -ii- RESOLUTION NO, 5056 RESOLUTION N CSF °IIF CITY COUNCIL OF THE CITY OF REDLANDS ALTMORIZING T14E ISSUANCE AND SALE OF 1994 GENERAL OBLIGATION REFUNDING BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF $7,57().0311` WHEREAS, the City of Redlands (tire "City") has heretofore issuedgeneral obligation boards in the aggregate principal amount of$7,620,000 denominated "City of Redlands General Obligation Bonds, Series 1988A" (the "Prior Fonds"), having an original issue date of February 1, 1985, and the aggregate principal amount of the Prior Bonds which remai undertake the action referenced in this Resolution as required to be undertaken by an Authorized Officer, "Bond Counsel" means any attomey or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Fund" means the fund by that name established by Section 15. "City" means the City of Redlands, California. "City Council" means the City Council of the City. "Closing Date" means the date upon which there is an exchange of the Bonds for the proceeds representing payment of the purchase price of the Bonds by the Original Purchaser. "Code" means the Internal Revenue Code of 1986, as amended. "Costs of Issuance" means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, including but not limited to the preliminary official statement and official statement regarding the Bonds, closing costs, Ming and recording fees, initial fees and charges of the Paying Agent including its first annual administration fees and the fees of its counsel., expenses incurred by the City in connection with the issuance of the Bonds, Bond(underwriter's) discount, legal fees and charges, including the fees of Bond Counsel and counsel to the Financial Advisor, Financial Advisor's fees, charges for authentication, transportation and safekeeping of the Bonds and other costs, charges and fees in connection with the foregoing, including capitalized interest on the Bonds. "Costs of Issuance Fund" means the fund by that name established by Section 14 hereof. "Debt Service" means the scheduled amount of interest and principal payable on the Bonds scheduled to be paid during the period of computation, excluding amounts payable during such period which relate to principal of the Bonds which are scheduled to be retired and paid before the beginning of such period. "Escrow Agent" means First Trust of California,National Association, with which the City will enter into the Escrow Agreement, "Escrow Agreement" means the Escrow Agreement to be dated as of the Closing Date and to be entered into by and between the City and the Escrow Agent with respect to the defeasance and refunding of the Prior Bonds. KA8201237 -2- "Escrow Fund" means the Escrow Fund established pursuant to the Escrow Agreement. "Federal Securities" means any of the following which at the time of investment are legal investments under the laws of the State of California for funds held by the Treasurer: (i) Direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal of and interest on Which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as "stripped" obligations and coupons; or (ii) Any of the following obligations of the following agencies of the United States of America: (i) direct obligations of the Export-Import Bank, (ii) certificates of beneficial ownership issued by the Farmers Home Administration, (iii) participation certificates issued by the General Services Administration, (iv) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, (v) project notes issued by the United States Department of Housing and Urban,Development, (vi)public housing notes and bonds guaranteed by the United States of America, and (vii) obligations of the Resolution Funding Corporation or evidences of participation therein. "Financial Advisor" means Miller & Schroeder Financial, Inc., an independent financial consulting firm appointed by the City to advise the City as to financial matters relating to the Bonds. "Fiscal Year" means the twelve-month period extending from July I in a calendar year to June 30 of the succeeding year, both dates inclusive. "Interest Pa menti Dates" means February I and August I of each year, commencing August 1, 1994. "Officer's Certificate" means a written certificate of the City signed by an Authorized Officer of the City. "Original Purchaser" means Miller & Schroeder Financial, Inc., the first purchaser of the Bonds from the City. "Outstanding," when used as of any particular time with reference to the Bonds, means all. Bonds except: (i) Bonds theretofore canceled by the Paying Agent or, surrendered to the Paying Agent for cancellation; KA8201?37 (ii) Bonds paid or deemed to have been paid within the meaning of Section 25; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized and executed by the City and authenticated and delivered by the Paying Agent pursuant to this Resolution. "Owner" means any person who shall be the registered owner of any Outstanding Bond. "Participants" means the,broker-dealers, banks and other financial institutions for which the Depository holds the Bonds as securities depository. "Paying Agent" means First Trust of California, National Association, and any successor thereto appointed as Paying Agent pursuant to Section 19. "Permitted Investments" means investments which are permitted by the laws of the State of California for investment of the funds of the City. "Preliminary Official Statement" means the Preliminary Official Statement dated as of February 24, 1994 with respect to the Bonds which was delivered by the Financial Advisor to prospective purchasers of the Bonds. "Principal Office" means the principal corporate trust office of the Paying Agent as provided in Section 19, or any other office which.the Paying Agent may designate in writing to the City. .Prior Bonds" means the City of Redlands General Obligation Bonds, Series 1988A, of the City which are outstanding as of the Closing Date. "Rebate Fund" means the fund by that name established by Section 17. "Rebate Certificate" means the certificate delivered by the City upon the delivery of the Bonds relating to Section 148 of the Code, or any functionally similar replacement certificate. "Record Date" means the fifteenth (15th) day of the month next preceding the applicable Interest Payment Date whether or not such day is a business day. "Refunding Bond Law" means Article 9 (commencing with Section 53550) and Article I I (commencing with Section 53580) of Division 2 of Title 5 of the California Government Code. "Regulations" means temporary and permanent regulations of the United States Department of the Treasury promulgated under the Code. KA8201237 "Resolution" means this resolution. "Treasurer" means the Treasurer of the City. Section 2. Findine: The Bonds: Principal Amount: lei nation; The City Council hereby finds and determines that prudent management of the fiscal affairs of the City requires that it issue the Bonds tinder the provisions of the Refunding Bond Law, and may do so without submitting the question of the issuance of the refunding bonds to a vote of the qualified electors within the City. The City Council further finds that the total net interest cost to maturity on the Bonds plus the principal amountof the Bonds, does not exceed the net interest cost to maturity on the Prior Bonds plus the principal amount of the Prior Bonds. Bonds in the aggregate principal amount of Seven Million Five Hundred Seventy Thousand Dollars ($7,570,000) are hereby authorized to be issued by the City and delivered to the Original Purchaser as hereinafter provided. The Bonds shall be designated "City of Redlands 1994 General Obligation Refunding Bonds", and shall be general obligation bonds of the City. Section 3, Terms of the Bonds. (A) Registration,,Denomination. The Bonds shall be issued as fully registered bonds without coupons in the denomination of $5,000 or any integral multiple thereof. The Bonds shall be lettered and numbered in a customary manner as determined by the City. (B) Date of_BQnds. The Bonds shall be dated March 1, 1994. (C) CjjSIP Identification Numbers. CI SIP identification numbers shall be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds. In addition, failure on the part of the City or the Paying Agent to use such CUSIP numbers in any notice to Owners of the Bonds shall not constitute an event of default or any violation of the City's contract with such Owners and, shall not impair the effectiveness of any such notice. (D) Ma_tunties, The Bonds shall mature and become payable on February I of each year as follows-. KA8201Z37 -5- Maturity Date (Pebnjary 1)_ principal Arnouut Interest Rate 199:5 $245,000 4.90 1991 225,000 4.90 1997 240,000 4.90 1998 250,000 4.90 19992.61,000', 4.90 2000 275,000 4.901 2001 295,000 4,90 2002 310,000 4.90 2003 330,000 4.90 2004 345,000 5x00 2008 1,590,000 5.40 2014 3,205, 5,50 (F,) Interest. The Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360 day year composed of twelve (12) 30-day months Each Bond shall bear interest from the interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Tate, in which event it shall bear interest from such Interest Payment Date, or (d) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first interest Payment Date, in which event it shall bear interest from March 1, 1994; provided, however, that if at the time of authentication of a Bond, interest is in default>thereon, such Band shall bear interest from. the Interest Payment mate to which interest has previously been paid or made available for payment thereon.. (F) Method of Payment. The interest on the Bonds is payable by check of the Paying Agent mailed by first class mail on the Interest payment Dates to the registered Owners thereof at such registered Owners' addresses as they appear on the registration books maintained by the Paying Agent at the close of business on the Record Date or by wire transfer to ars account in the United..States specified by an Owner of S,t,000,000 or more in aggregate principal amount of the Bonds in written wire transfer instructions received by the Paying Agent by the Record Date prior to:any Interest Payment Date. The principal of the Bands and any premium thereon are payable in lawful money of the United States upon surrender of the Bands at the Principal Office of the Laying Agent. All Bonds paid by the paying Agent pursuant to this Section shall be canceled and destroyed by the Laying Agent. KA8201237 (G) Redemption. (1) Optional Redemption:- The Bonds maturing after February 1, 2004, are subject, at the option of the City, to redemption prior to their stated maturities in whole or in part on any Interest Payment Date, commencing February 1,1, 2004, by lot among maturities in a manner determined by the City, equal to the principal amount thereof, at the following redemption prices (expressed as percentages of the principal amount of Bonds called for redemption), for the respective periods set forth below, together with accrued interest to the date fixed for redemption, from any moneys lawfully available to the City for such purpose: RgdeMption Dates Redernotion Price February 1, 2004 and August 1, 2004 102% February 1, 2005 and August 1, 2005 lot February 1, 2006 and thereafter 100 (2) Mandatory Sinking Fund Redemption. The Bonds maturing February 1, 2008 and February 1, 2014, respectively, are subject to mandatory sinking fund redemption in part, by lot, commencing February 1, 2005, with respect to the Bonds maturing February 1, 2008, and commencing February 1, 2009, with respect to the Bonds maturing February 1, 2014, and on each February I thereafter from mandatory sinking fund payments set aside in the Bond Fund, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, in the aggregate respective principal amounts and on the dates set forth below: Bonds Maturing February 1, 2008 Payment Date (Februaa 1) Amount 2005 $365,000 2006 385,000 2007 410,000 2008 430,000 Bonds Maturing Febn4ary 1, 2014 Payment Date ffiebrt L_ar�L 1 Amount 2009 $460,000 2010 490,000 2011 515,000 2012 545,000 2013 580,000 2014 615,000 KA8201237 -7- (H) Redemption Procedure. The Paying Agent shalt cause notice of any redemption to be mailed, first class mail, postage prepaid, at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption, to the respective Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books held by the Paying Agent: but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice shall not affect the validity of the proceedings for the redemption of such Bonds. Such notice of redemption shall (a) specify the numbers of the Bonds selected for redemption, except that where all the Bonds are subject to redemption, or all the Bonds of one maturity are to be redeemed, the numbers thereof need not be specified; (b) state the date fixed for redemption; (c) state the redemption price; (d) state the place or places where the Bonds are to be redeemed; (e) in the case of Bonds to be redeemed only in part, state the portion of the Bond which is to be redeemed; (f) state the CUSIP numbers of the Bonds to be redeemed; and (g) state the maturity date of the Bonds to be redeemed in whole or in part. Such notice shall further state that on the date fixed for redemption there shall become due and payable on each Bond, or portion thereof called for redemption, the principal thereof, together with any premium, and interest accrued to the redemption date, and that from and after such date, interest thereon shall cease to accrue and be payable. Upon surrender of Bonds redeemed in part only, the City shall execute and the Paying Agent shall authenticate and deliver to the Owner, at the expense of the City, a new Bond or Bonds, of the same maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds. From and after the date fixed for redemption, if notice of such redemption shall have been duty given and funds available for the payment of the principal of and interest (and premium, if any) on the Bonds so called for redemption shall have been duty provided, such Bonds so called shall cease to be entitled to any benefit under the Resolution other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice. Whenever any Bonds are to be selected for redemption by lot, the Paying Agent shall determine, in any manner deemed by it to be fair, the serial numbers of the Bonds to be redeemed. All Bonds so redeemed shall be canceledand shall be surrendered to the City. Section 4. Per of Bonds. The Bonds, the Paying Agent's certification of authentication and the assignment to appear thereon sba.11 be substantially in the forms, respectively, set forth in Exhibit "A" attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Resolution. Section 5. Execution. of Bonds. The Bonds shall be signed by the manual, or facsimile signatures of the Mayor of the City, and countersigned by the manual signature of the KA8201237 City Clerk of the City, and the seal of the City shall be impressed, imprinted or reproduced in facsimile thereon. If any officer whose signature, appears on any Bond ceases to be such officer before delivery of the Bond to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bond to the Owner. Any Bond may be signed and attested on behalf of the City by such persons as at the actual,date of the execution of such Bond shall be the proper officers of the City although at the nominal date of such Bond any such persons were not such officers of the City. Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit "A" attached hereto, executed and dated by the Paying Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of authentication of the Paying Agent shall be conclusive evidence that such Bonds have been duty authenticated, registered and delivered hereunder, and are entitled to the benefits of this Resolution. Section 6. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 8 by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form approved by the Paying Agent. The cost of any services rendered or any expenses incurred by the Paying Agent in connection with any such transfer shall be paid by the City. The Paying Agent shall collect from the Owner requesting transfer of a Bond any tax or other governmental charge required to be paid with respect to such transfer. Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and the Paying Agent shall authenticate and deliver a new Bond or Bonds, in the same aggregate principal amount. No transfers of Bonds shall be required to be made (i) fifteen days prior to the date established by the Paying Agent for selection of Bonds for redemption, or (ii) with respect to a Bond after such Bond has been selected for redemption. Section 7. Exchange of Bgnds. Bonds may be exchanged at the Principal Office of the Paying Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The costs for any services rendered or any expenses incurred by the Paying Agent in connection with any such exchange shall be paid by the City. I'lle Paying Agent shall collect from the Owner requesting the exchange of a Bond any tax or other govern- mental charge required to be paid with respect to such exchange. No exchanges of Bonds shall, be required to be made (i) fifteen days prior to the date established by the Paying Agent for selection of Bonds for redemption, or (ii) with respect to a Bond after such Bond has been selected for redemption. Section Bond Remister, The Paying Agent shall keep, or cause to be kept, at 8. lb, its Principal Office, sufficient books for the registration and transfer of the Bonds which books shall show the series, number, CUSIP number, date, amount, rate of interest and Owner of each Bond and shall at all times be open to inspection by the City during regular business hours upon reasonable notice; and upon presentation for such purpose, the Paying Agent, shall under such reasonable regulations at it may prescribe, register or transfer or cause to be registered or transferred, on said books, the ownership of the Bonds are hereinbefore provided. KA 201237 Section 9. !e t�®rary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed, or typewritten, shall be of such denominations as may be determined by the City, and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Bond shall be executed by the City upon the same conditions and substantially the same manner as the definitive Bonds. If the City issues temporary Bonds, it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered', for cancellation, in exchange for the definitive Bonds at the Principal Office of the Paying Agent, or at such other location as the City shall designate, and the Paying Agent shall deliver and exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Resolution as definitive Bonds executed and delivered hereunder. Section 10. Bgnds Mutilated. Lost. Destro ted or Stolen. If any Bond shall become mutilated, the City, at the expense of the Owner of said Bond, shall execute, and the Paying Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Paying Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Paying Agent shall be canceled and destroyed by the Paying Agent. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Paying Agent and, if such evidence be satisfactory to it and indemnity satisfactory to it shall be given, the City, at the expense of the Owner, shall execute, and the Paying Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The City or the Paying Agent may require payment of a sum not exceeding the actual cost of preparing each new Bond delivered under this Section and of the expenses which may be incurred, by the City and the Paying Agent for the preparation, execution, authentication and delivery thereof. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original, additional contractual obligation on the part of the City whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Resolution with all other Bonds issued pursuant to this Resolution. Sgction-11. [RESERVED]. Section 12. Issuancg!and Delivery of_Bonds. The Mayor, Treasurer, City Clerk-, City Manager and Finance Director of the City are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the Bonds in accordance with the provisions of this Resolution, to provide for the payment of Costs of Issuance and to cause the transfer to and deposit with the Escrow Agent of the amount of the proceeds which is to be deposited in the Escrow Fund for the defeasance and refunding of the Prior Bonds, as directed in Section 13, and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Original Purchaser. KA8201237 -10- Section 13. Application of Proceeds of Sale of Bonds. The proceeds of the purchase of the Bonds by the Original Purchaser shall be paid to the Treasurer, who shall forthwith set aside, pay over and deposit such proceeds on the Closing Date as follows: (A) Deposit in the Bond Fund an amount equal to the accrued interest on the Bonds paid on the Closing Date by the Original Purchaser ($17,709.11); (B) Deposit in the Costs of Issuance Fund an amount equal to $103,131.89; and (C) Transfer and deliver to the Escrow Agent $7,391,686.11 being the remaining proceeds of the Bonds to be deposited in the Escrow Fund pursuant to the Escrow Agreement. Section 14. Costs of Issuance Fund, (A) Establishment. There is hereby established as a separate account to be held by the Treasurer, the "1994 General Obligation Refunding Bonds Costs of Issuance Fund," to the credit of which a deposit shall be made as required by paragraph B of Section 13. Moneys in the Costs of Issuance Fund shall be held in trust by the Treasurer and shall be disbursed as provided in subsection (B) of this Section for the payment of reimbursement of Costs of Issuance. (B) DisbArsernots. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance, as set forth in a requisition containing respective amounts to be paid to the designated payees, signed by an Authorized Officer and delivered to the Treasurer concurrently with the delivery of the Bonds, and the Treasurer shall pay all Costs of Issuance, upon receipt of an invoice from any such payee which requests payment in an amount which is less than Or equal to the amount set forth with respect to such payee, or upon receipt of a certificate of an Authorized Officer requesting payment of a Cost of Issuance not listed on the initial requisition delivered to the Treasurer on the Closing Date. The Treasurer shall maintain the Costs of Issuance Fund for a period of one hundred eighty (180) days from the Closing Date, and shall then transfer any moneys remaining therein, for deposit in the Bond Fund for the payment of Debt Service. Section 15. Bond fund. (A) stalishnrrrt. There is hereby established as a separate account to be held by the Treasurer the "1994:General Obligation Refunding Bonds Bond Fund," to the credit of which the Treasurer shall deposit amounts received by the City frown the County of San Bernardino resulting from the levy of taxes can properly within the City, for the payment of Debt Service and other moneys which are necessary for the payment of Debt Service on each Interest Payment Date, Moneys in the Bond Fund shall be held in trust by the Treasurer for the benefit of the Owners of the Bonds, shall be disbursed for the payment of Debt Service as provided below, and, pending such disbursement, shall be subject to a lien in, favor of the Owners of the Bonds. KA9201237 (B)' Disbursements, On or before each Interest Payment Date the Treasurer shall transfer from the Bond Fund, to the Paying Agent the amount necessary for the payment of Debt Service on such Interest Payment Date- Each such transfer of moneys from the Bond Fund by the Treasurer to the Paying Agent shall be in federal or other immediately available funds. The Paying Agent shall use all such moneys transferred to it by the Treasurer for the payment of Debt Service on the Interest Payment Date with respect to which each such transfer is made and for no other purpose. Section. 16. Investment of Funds. Moneys it the Costs of Issuance Fund and the Bond Fund shall, whenever practicable, be invested by the Treasurer in Permitted Investments. Any income therefrom or interest or gain thereon shallaccrue to and be deposited in the fund from which such moneys were invested, except as provided in Section 17. In investing moneys on deposit in the Rebate Fund established pursuant to Section 17, the Treasurer -shall.comply with the provisions of the Arbitrage and Tax Compliance Certificate, The Treasurer may seek the advice of nationally recognized Bond Counsel or financial advisers or other consultants known to the Treasurer to have expertise regarding the investment of such moneys and the requirements of the United States Department of the Treasury. Section 17. Rebates Fund. The Treasurer shall establish a special fund to be designated the "1994 General Obligation Refunding Bonds Rebate Fund,"° which shaH be maintained by the Treasurer as a separate fund. The Treasurer shall deposit moneys in the Rebate Fund which are required to be deposited therein pursuant to the Rebate Certificate. Moneys on deposit in the Rebate Fund shall be applied only to payments made to the United States, to the extent such payments are required by the Rebate Certificate. Section 18. Cgvenants. So long as any of the Bonds issued hereunder are outstanding and unpaid, the City makes the following covenants with the Owners of the Bonds (to be performed by the City or its proper officers, agents or employees), which covenants are necessary, convenient and desirable to secure the Bonds and tend to make them more marketable. (A) Punctual PayLnent. The City covenants that it will duly and punctually pay or cause to be paid the principal of and interest on every Bond issued hereunder, together with the premium thereon, if any, on the date, at the place and in the manner mentioned in the Bonds and in, accordance with this Resolution, and that payments into, the Bond Fund will be made, all in strict conformity with the terms of the Bonds and this Resolution, and that it will faithfully observe and perform all of the conditions, covenants and requirements of this Resolution and all resolutions supplemental hereto and of the Bonds, and that time of such payment and performance is of the essence of the City's contract with the Owners of the Bonds. (B) Levy of Taxes. On or before August I of each year the City Council will cause taxes to be levied on all taxable property within the City for the payment of Debt Service during the following calendar year. KA8201237 (C) Rights of Owners. The City will preserve and protect the security of the Bonds and the rights of the Owners thereof, and will warrant and defend their rights against all claims and demands of all persons. From and after the delivery of any of the Bonds by the City, the Bonds shall be incontestable by the City. (D) Tax Covenants. The City covenants that: (1) It willnot take any action or omit to take any action, which action or omission, if reasonably expected on the Closing Date, would have caused any of the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code; (2) It will not take any action or omit to take any action which action or omission, if reasonably expected on the Closing Date, would result in loss of exclusion from gross income for purposes of federal income taxation, under Section 103(a) of the Code, of interest paid with respect to the Bonds; (3) It will not take any action or omit to take any action, which action or omission if reasonably expected on the Closing Date, would have caused any of the Bonds to be "private activity bonds" within the meaning of Section 141 of the Code; (4) It will comply with the Arbitrage and Tax Compliance Certificate as a source of guidance for achieving compliance with the Code and Regulations; and (5) In order to maintain the exclusion from gross income for purposes of federal income taxation of interest paid with respect to the Bonds, it will comply with each applicable requirement of Section 103 and Sections 141 through 150 of the Code. Section 19. Appointment of RUing,Agont. First Trust of California, National Association, at its principal corporate trust office in Los Angeles, California, is hereby appointed Paying Agent for the Bonds. The Mayor and the City Clerk of the City are authorized to enter into an agreement with the Paying Agent with respect to its duties, responsibilities, liability and compensation with respect to the Bonds in a form to be approved by the City Attorney. Section 2 . A-ovointra ent of Eow Agent; ApproyLl of Escrow Agreement, §er First Trust of California, National Association, at its principal corporate trust office in Los Angeles, California, is appointed as Escrow Agent. The Escrow Agreement establishing the Escrow Fund for the deposit of the proceeds of the sale of the Bonds in the amount specified in Section 13 for the defeasance and refunding of the Prior Bonds is approved in the form of that which was presented to the City Council at the meeting at which this Resolution is adopted. The Mayor and City Clerk of the City are authorized to execute and deliver the Escrow Agreement in that form or with such modifications as may be approved by the City Attorney, on behalf of the City; and the Mayor, the City Clerk, the Treasurer, the City Manager and the Finance Director of the City are authorized to take whatever action is determined by the City Attorney to be necessary to the City's performance pursuant to the Escrow Agreement. KAS201237 -13- Section 21. Amendment of Resolution. W This Resolution and the rights and obligations of the City and of the Owners of the Bonds may be modified_ or amended at any time by a ;supplemental resolution pursuant to the affirmative vote at a meeting of the Owners, or with the written consent, without - a meeting, of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bands then Outstanding, exclusive of Bonds disqualified as provided in Section 23. No such modification or amendment shall (i) extend the maturity of any Bone or the time for paying interest thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest on, any Band, without the express consent of the towner of such. Bond, or (ii) reduce the percentage of Bonds required for the amendment of this Resolution, or(iii) reduce the principal amount of any Bond or reduce the interest rate thereon. (B); This ,Resolution and the rights and obligations of the Cite and of the Owners may also be modified or amended at any time by a supplemental resolution, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes• (1) to acid to the covenants and agreements ofthe City in this Resolution contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reservedto or conferred upon the City; ( ) to mare modifications not adversely affecting any Outstanding tanding series of the Bonds in any material respect; ( ) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provisions of this ;Resolution, or in regard to questions arising under this Resolution, as the City may deem necessary or desirable and not inconsistent with this Resolution, and which shall not adversely affect the rights of the Owners; °) to male such additions, deletions or modifications as may be necessary or desirable to assure compliance with Section 148 of the Code relating to required rebate of moneys to the united States or otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest on; the Bonds or to conform with the Regulations. Section 22, 1r cedtrre for Amenclrrrent f Resolution with written Consent of Owners. The City may at any time adapt a supplemental resolution amending the provisions of the Bonds or of this Resolution or any supplemental resolution, to the extent that: such amendment is }ennitted by Section "1(A), to take effect when and as provided in this Section 22. A copy of the supplemental resolution, together with a request to the Owners for their consent thereto, shall be mailed by first class mail by the Paying Agent to each Owner of Bonds Outstanding, but failure to torah copies of the supplemental resolution and request shall; not affect the validity of the supplemental resolution when assented to as in this Section provided. KA8201237 -14- Such a supplemental resolution shall not become effective unless there shall be filed with the Paying Agent the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 23) and a notice shaJI have been rnafled as hereinafter in this Section provided, Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 26. Any such consent shall be binding upon the Owner of the Bonds giving< such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Paying Agent, prior to the date when, the notice hereinafter in this Section provided for has been mailed. After the Owners of the required percentage of Bonds shall have filed their consents to the supplemental resolution, the Paying Agent shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the supplemental resolution, stating in substance that the supplemental resolution has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of said notice> shall not affect the validity of the supplemental resolution or consents thereto). Proof of the mailing of such notice shall be filed with the Paying Agent. A record, consisting of the papers required by this Section 22 to be filed with the Paying Agent, shall be proof of the matters therein stated until the contrary is proved. The supplemental resolution shall become effective upon the filing with the Paying Agent of the proof of mailing of such notice, and the supplemental resolution shall be deemed conclusively binding upon the City and the Owners of all Bonds then Outstanding at the expiration of sixty (60) days after such filing; except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty (60) day period. Section 23. Disqualified Bonds. Bonds owned or held for the account of the City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in Section 21 and Section 22, and shall not be entitled to vote upon, consent to, or participate in any action provided for in Section 21 and Section 22. Section-24. Effect;of Supplemental Resolution. From and after the time any supplemental resolution becomes effective pursuant to Section 21(B) or Section 22, this Resolution shall be deemed to be modified and amended in accordance therewith. and the respective rights, duties and obligations under this Resolution of the City and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental resolution shall be deemed to be part of the terms and conditions of this Resolution for any and all purposes. Section 25,, Discharge of Resolution. _ If the City shall pay and discharge the entire indebtedness on all. Bonds Outstanding in any one or more of the following ways: KA8201Z37 (A) by well, and truly paying or causing to he paid the principal of and interest and any premium, on all Bonds Outstanding, as and when the same become due and payable; (B) by depositing with the Paying Agent, in trust, at or before maturity, an amount of money which is fully sufficient to pay all Bonds Outstanding, including all principal and interest; or (C) by irrevocably depositing with the Paying Agent, in trust, cash or non- callable Federal Securities in such amount as the City shall determine, as verified by a nationally recognized independent certified public accountant, will, together with the interest to accrue thereon, be fully sufficient to pay and discharge the indebtedness on all Bonds then Outstanding (including all principal and interest) at or before their respective maturity dates; and if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in this Resolution provided then, at the election of the City, and notwithstanding that any Bonds shall not have been surrendered for payment, all obligations of the City under this Resolution with respect to all Bonds Outstanding shall cease and terminate, except only the obligation of the City to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon. Any funds held by the Paying Agent to pay and discharge the indebtedness on all Outstanding Bonds, upon payment of all fees and expenses of the Paying Agent, which are not required for such purpose, shall be paid over to the City. Section 2fir Execution of Documents and Proof of OwnershiD bv Owners. Any request, declaration or other instrument which this Resolution may require or permit to be executed by Owners may he in one or more instruments of similar tenor, and shall be executed by Owners in personor by their attorneys appointed in writing, Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such a request, declaration or other instrument, or of a writing appointing such an attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such a notary public or other officer. Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the reaistration books maintained by the: Paying Agent pursuant to Section 8. Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Paying Agent in good faith and in accordance therewith. KAB201237 -16- Section 27. Final Qfficial_Statement, The Treasurer., the City Manager and the Finance Director of the City are authorized to participate in the preparation of a final Official Statement, based on the Preliminary Official Statement., and such modifications thereto as may be agreed to by the Financial Advisor and Bond Counsel, and to deliver to the Original Purchaser such reasonable number of the final Official Statement as the, Original Purchaser shall request, Section 28. Contract with Owners of the Bonds. The provisions of this Resolution and any other resolution supplementing or amending this Resolution shall constitute a contract between the City and the Owners of the Bonds and such provisions shall be enforceable by any Owner for the equal benefit and protection of all Owners similarly situated by mandamus, accounting, mandatory injunction or any other suit, action or proceeding at law or in equity that is now or may hereafter be authorized under the laws of the State of California in any court of competent jurisdiction. Said contract is made under and is to be construed in accordance with the laws of the State of California. No remedy conferred hereby upon any Owner is intended to be exclusive of any other remedy, but each such remedy is cumulative and in addition to every other remedy and may be exercised without exhausting and without regard to any other remedy conferred by law. No waiver of any default or breach of duty or contract by any Owner shall affect any subsequent default or breach of duty or contract or shall impair any right or remedies with respect to any subsequent default or breach. No delay or omission of any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed as a waiver of any default or acquiescence therein. Every substantive right and every remedy conferred upon the Owners of the Bonds may be enforced and exercised as often as may be deemed necessary. In case any suit, action or proceeding to enforce any right or exercise any remedy shall be brought or taken and should said suit, action or proceeding be abandoned, or be determined adversely to the Owners of the Bonds, then, and in every such case, the City and the Owners of the Bonds shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. Section 29. Partial Invalidity. If any Section, subsection, paragraph, sentence, clause or other provision of this Resolution shall, for any reason, be held by a court of competent jurisdiction to be unconstitutional, invalid or unenforceable, such holding shall not affect the validity or the remaining portions of this Resolution. The City Council hereby declares that it would have passed this Resolution and each Section,, subsection, paragraph, sentence, clause and provision hereof irrespective of the fact that any one or more Sections, subsections, paragraphs, sentences, clauses or provisions be declared to be unconstitutional, invalid or unenforceable. Section Cl.3Lilberat_Construction. This Resolution shall be liberally construed to the end that its purpose may be effected. No error, irregularity, informality nor any neglect or omission herein or in any proceeding had pursuant hereto which does not directly affect the jurisdiction of the City Council shall be void or invalidate this Resolution or such proceeding or any part thereof, or any act or determination made pursuant thereto. KA8201237 -17- Section 31,, Effective Date. This Resolution shill become effective upon adoption. ADOPTED this i st day of March, 1994. Mayor r f the Cdy of Redlands TIES T- 'it Cl f ,'of the " 6f Redlands KA 201237 -18- -CERTIFICATION T, Lomie Poyzer, City Clerk of the City of Redlands, hereby certify that the foregoing is a fall, tare and correct copy of a resolution adopted by the City Council of said City at the regular meeting thereof held on the I st day of March, 1994, by the following vote:. AYES, Councilme burs foster, Cunningham, Gilbreath, Gil; Mayor Larson N None ARSE Norge ABSTAIN: None IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Redlands, this 1st day of March , 1994. Lorne Poyzer, Ci cll I -19- KA8 05237 STATIC OF CALIFORNIA COUNTY OF SAN BERNARDINO CITY OF REDLANDS , Lorrie, Poyzer, City Clerk of the City of Redlands, California, hereby certify under penalty of perjury that the attached is a full, true and correct copy of Resolution No. 5056 a regularly passed and adopted by the City Council of the City of Redlands ds n the lst day of !"March, 1994, as appears on record in racy coffee, that since the adaption date said resolution has not been amended, modified or repealed, and that it is presently valid and an existing lair of the City of Redlands, California. WITNESS my hand and the official seal of the City of Redlands this 17th day of March, 1994. I grid Poy er, City Clerk City of Redlands, alifornia i y�. 0KIMIT "A" No. S UNITED STATES OF AMERICA STATE OF CALIFORNIA CITY OF REDLANDS 1994 GENERAL OBLIGATION REFUNDING BOND INTEREST RATE MATURITY DATE ISSUE DATE CUSIP NUMBER March 1, 1994, REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS FOR VALUE RECEIVED, CITY OF DLANDS (the "City") promises to pay to the registered owner named above the principal amount set forth above, and to pay interest on such principal amount from March 1, 1994, or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually on February I and August I, commencing August 1, 1994 ("Interest Payment Dates"), at the interest rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the registered owner hereof in lawful money of the United State of America upon presentation and surrender of this Bond at the principal corporate trust office of First Trust of California, National Association, Los Angeles, California (the "Paying Agent"). Interest on this Bond shall be paid by check of the Paying Agent mailed by first class mail on each Interest Payment Date to the registered owner hereof as of the close of business on the fifteenth (15th) day of the month preceding the month in which the Interest Payment Date occurs (the "Record Date"') at such registered owner's address as it appears on the registration books maintained by the Paying Agent, orf the registered owner of this Bond is the owner of$1,000,000 or more in aggregate principal amount of Bonds, by wire transfer to an account in the United States of America specified in written instructions received by the Paying Agent at least fifteen (15) days prior to an Interest Payment Date, A-1 KA8201237 This Bond is one of the series of Bonds designated "City of Redlands 1994 General Obligation Refunding Bonds" (the "Bonds") issued in the aggregate principal amount of $7,570,000, The issuance of the Bonds and the terms and conditions thereof are provided for by a resolution adopted by the City Council of the City on March 1, 1994 (the "Resolu- tion"), and this reference incorporates the Resolution herein, and by acceptance hereof the owner of this Bond assents to the terms and conditions of the Resolution. 77he Bonds are general obligations of the City and the City Council of the City is required to cause taxes to be levied on all taxable property within the City to pay the principal of and interest on the Bonds. Interest on this Bond shall be payable from the Interest Payment Date next preceding the date of its authentication, unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) the (late of authentication is after a Record Date but on or prior to an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) the date of its authentication is prior to the first Record Date, in which event it shall bear interest from. March 1, 19941 provided, however, that if at the time of authentication of this Bond, interest is in, default hereon, this Bond shall bear interest from the Interest Payment Date to which interest has previously been, paid or made available for payment hereon. Bonds maturing after February 1, 2004, are subject, at the option of the City, to call for redemption prior to their stated maturities in whole or in part on any Interest Payment Date commencing February 1, 2004, by lot within a maturity in a manner determined by the City, equal to the principal amount thereof, at the following prices (expressed as percentages of the principal amount of bonds called for redemption), for the respective periods set forth below, together with accrued interest to the date fixed for redemption, from any moneys lawfully available to the City for such purpose: Redemption ages Redenintion Price February 1, 2004 and August 1, 2004 102% February 1, 2005 and August 1, 2005 101 February 1, 2006 and thereafter. 1,00 Bonds maturing February 1, 2008 and February 1, 2014, respectively, are subject to mandatory sinking fund redemption in part, by lot, commencing February 1. 2005, with respect to the Bonds maturing February 1, 2008, and commencing February 1, 2009, with respect to the Bonds maturing February 1, 2014, and on each February I thereafter from mandatory sinking fund payments set aside in the Bond Fund, at a redemption price equal to the principal amount the to be redeemed, together with accrued interest to the date fixed for redemption, without premium, in the aggregate, respective principal,amounts and on,the dates set forth below: A-2 KA8201237 Bonds Maturing Febnjary 1, 2008 Payment Date (Feb qaa-11 Aniount 2005 $365,000 2006 385,000 2007 410,000 2008 430,000 Bonds Maturing February 1. 2014 Payment Date TebtuaU-11 Amount 2009 $460,000 2010 490,000 2011 515,000 2012 545,000 2013 580,000 2014 615,000 This Bond shall be registered in the name of the owner hereof, as to both principal and interest. Each registration and transfer of registration of this Bond shall be entered by the Paying Agent in books kept by it for that purpose. No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and the principal hereof, interest hereon and any redemption premium shall be payable only to the registered owner or to such registered owner's order. The Paying Agent shall require the registered owner requesting transfer or exchange hereof to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. The Resolution and the rights mid obligations of the City and the owners of the Bonds thereunder may be modified or amended as set forth therein. This and shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shallhave been dated and manually signed by the Paying Agent. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the A-3 KAR20IZ37 issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law. IN WITNESS WHEREOF, the City Council of the City of Redlands has caused this Bond to be signed by its Mayor and Treasurer (by his facsimile signature) and countersigned by its City Clerk (by her manual signature), and sealed with the official seat of the City, and has caused this Bond to be dated as of March 1, 1994, Mayor of the City of Redlands Countersigned: City Clerk of the City of Redlands A-4 KABZG1237 CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within-defined Resolution. Dated.- FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, as Paying Agent By: Authorized Signatory A- ff5 rAS201237 ASSIGNMENT OR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto (Name, Address; including postal zip code, and Tax Identification ,Number or Social Security Number of Assignee) the within registered Bond, and does hereby irrevocably constitute and appoint Attorney, to transfer said Band on the books of the Laying Agent, with full peer of substitution in the premises. Dated: NOTE: The signature(s) on this assignment must correspond with the names as written on the face of the within Band in every particular without alteration or enlargement or any change whatsoever: Signature Guaranteed: NOTE: Signature(s) trust be, guaranteed by an eligible guarantor. - KA820123