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HomeMy WebLinkAboutRES NO 99-91RESOLUTION DETERI, f~N~NG UNPaiD ~.SSESSMENTS PROVIDING FOR ~SSU.%NCE OF BONDS ~ENDING RESOLUTION OF INTENTION NO. L078 C~TY OF B~KERSF~ELD ~SSESSHENT D~STR~CT NO. 90-L (~E~ETT~ TRUNK SE~ER/C~LLOW~Y C~%N~., RELOC~T~ON) NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL (the "Council") OF THE CITY OF BAKERSFIELD (the "City") as follows: WHEREAS, on March 27, 1991, the Council passed and adopted Resolution of Intention No. 1078, regarding the construction of improvements (the "Improvements") under and pursuant to the provisions of the Municipal Improvement Act of 1913, and therein provided that serial bonds would be issued thereunder pursuant to the provisions of the Improvement Bond Act of 1915, reference to said Resolution of Intention hereby being made for further particulars; and WHEREAS, notice of the recordation of the assessment and of the time within which assessments were to be paid in cash was duly published and mailed in the manner provided by law, and the time so provided for receiving payment of assessments in cash has been waived in writing by all owners of all property subject to assessment, and the Treasurer of the City, the official who has been designated by the Council as Collection Officer for cash payments of the assessments, has filed herewith for presentation to the Council a list of all assessments which remain unpaid; and WHEREAS, the Council has duly considered the list and has determined that the same is an accurate statement thereof; NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED AND ORDERED, as follows: SECTION 1. Definitions. Unless the context otherwise requires, the terms defined in this Section 1 shall, for all purposes of this Resolution, have the meanings herein specified and shall be equally applicable to both the singular and plural forms of any of the terms herein defined. "Act" means the Improvement Bond Act of 1915, Division 10 of the Streets and Highways Code of the State of California. "Aaent" means the transfer agent, registrar and paying agent appointed pursuant to Section 31 of this Resolution. "Arbitraqe Bonds" means each and all bonds in an issue when any portion of the proceeds of the issue are reasonably expected (at the time of issuance of the bond) to be used directly or indirectly (1) to acquire Higher Yielding Investments, or (2) to replace funds which were used directly or indirectly to acquire Higher Yielding Investments. A bond which was not an Arbitrage Bond at the time it was issued can become an Arbitrage Bond if the issuer intentionally uses any portion of the proceeds of the issue of which such bond is a part for one of the purposes described in (1) or (2) above. "Bond" or "Bonds" means the City of Bakersfield Assessment District No. 90-1 Limited Obligation Improvement Bonds, issued pursuant to the Act and this Resolution, in the form substantially provided in Exhibit "A" attached hereto and made a part hereof. "Bond Counsel" means the law firm of Jackson, Hargrove, Hillison & Emerich, Fresno, California. "Bond Date" means the dated date of the Bonds, which is , 1991. "Bond Denomination" means the amount of $5000.00, which is the minimum amount in which the Bonds may be issued, except that one Bond, due in 1992, will include the amount by which the principal amount of the issue exceeds the largest integral multiple of $5,000.00 contained therein. "Bond Year" means the twelve-month period beginning on September 2 of each year and ending September 1 of the following year. The first Bond Year shall begin on the Closing Date and end September 1, 1991. "Closinq Date" means the date upon which there is an exchange of the Bonds for the proceeds representing the purchase of the Bonds by the Original Purchaser. "Code" means the Internal Revenue Code of 1986, as amended. "Debt Service" means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. Revised 5/30/91 "Determination Date" means the last day of each Rebate "Gross Proceeds" means the sum of the following amounts: (i) original proceeds, namely, net amounts (after payment of all expenses of issuing the Bonds) received by or for the Issuer as a result of the sale of the Bonds, excluding original proceeds which become transferred proceeds (determined in accordance with applicable Regulations) of obligations issued to refund in whole or in part the Bonds; (ii) investment proceeds, namely, amounts received at any time by or for the Issuer, such as interest and dividends, resulting from the investment of any original proceeds (as referred to in clause (i) above) or investment proceeds (as referred to in this clause (ii)) in Nonpurpose Obligations, increased by any profits and decreased (if necessary, below zero) by any losses on such investments, excluding investment proceeds which become transferred proceeds (determined in accordance with applicable Regulations) of obligations issued to refund in whole or in part the Bonds; (iii) sinking fund proceeds, namely, amounts, other than original proceeds or investment proceeds (as referred to in clauses (i) and (ii) above) of the Bonds, which are held in the Redemption Fund and any other fund to the extent that the Issuer reasonably expects to use such other fund to pay Debt Service on the Bonds; (iv) amounts in the Reserve Fund or in any fund established as a reasonably required reserve or replacement fund; (v) Investment Property pledged as security for payment of Debt Service on the Bonds by an ultimate obligor or a related person or by the Issuer; (vi) amounts, other than as specified in this definition, used to pay Debt Service on the Bonds; and (vii) amounts received as a result of investing amounts described in this definition. "Hioher Yieldino Investments" means any investment property which produces a yield over the term of the issue which is materially higher than the yield on the issue. Revised 5/30/91 --3-- "Improvement Fund" means the fund established by the Treasurer into which shall be placed the proceeds received from the sale of the Bonds, including any premium, all pursuant to Section 9 hereof. "Interest Payment Date" means the dates upon which interest on the Bonds is payable, commencing on March 2, 1991, and semiannually thereafter on September 2 and March 2 of each year to maturity. "Investment ProDertv" means any security (as said term is defined in Section 165(g) (2)(A) or (B) of the Code), obligation, annuity or investment-type property, excluding, however, obligations the interest on which is exempt from income tax under Section 103 of the Code. "Issuance Costs" means all applicable costs and expenses of issuance of the Bonds, including, but not limited to: (i) Underwriters' fees other than those taken in the form of a discount on the Closing Date; (ii) counsel fees, including Bond Counsel, Under- writers' counsel, Issuer's counsel and special tax counsel fees, as well as any other specialized counsel fees incurred in connection with the borrowing; (iii) financial advisor fees incurred in connection with the issuance of the Bonds; (iv) rating agency fees; (v) trustee fees and trustee counsel fees; (vi) paying agent and certifying and authenticating agent fees related to issuance of the Bonds; (vii) accountant fees related to issuance of the Bonds; (viii) printing costs of the Bonds and of the preliminary and final official statement; (ix) publication costs associated with the financing proceedings; and (x) costs of engineering and feasibility studies necessary to the issuance of the Bonds. Revised 5/30/91 -4- "Issuer" means the issuer of the Bonds, which is the City of Bakersfield, County of Kern, State of California. "Net Proceeds of the Bonds" means proceeds of the Bonds received by or for the Issuer on the Closing Date, less amounts used to pay Issuance Costs and less amounts deposited on the Closing Date in the Reserve Fund, if any. "Nonpurpose Investment" means any Investment Property which is acquired with the Gross Proceeds of the Bonds and is not acquired in order to carry out the governmental purpose of the Bonds. "OriGinal Purchaser" means the purchaser of the Bonds from the Issuer on the Closing Date. "Private Business Use" means use directly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a governmental unit and use as a member of the general public. "Private Activity Bond" means any bond or certificate issued by a governmental entity the proceeds of which are used directly or indirectly to pay for or finance private non-govern- mental activities or facilities in a trade or business or a person unrelated to the governmental entity. "Pro4ect" means the construction and/or acquisition of improvements described in Resolution of Intention No. 1078. "Purchase Price," for the purpose of computation of the Yield of the Bonds, as provided in the Code, means, in general, the initial offering price to the public (not including bond houses and brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of the Bonds is sold or, if the Bonds are privately placed, the price paid by the first buyer of the Bonds or the acquisition cost of the first buyer. The term "Purchase Price," for the purpose of computation of the Yield of Nonpurpose Investments, means the fair market value of the Nonpurpose Investments on the date of use of Gross Proceeds of the Bonds for acquisition thereof, or if later, on the date such Investment Property becomes a Nonpurpose Investment of the Bonds. "Redemption Fund" means the fund established by the Treasurer into which shall be placed any accrued interest for the period from the Bond Date to the Closing Date and all sums received from the collection of unpaid assessments and of the interest and penalties thereon, all as provided in Section 10 hereof. Revised 5/30/91 -5- "Redemption Premium" means three percent (3%) of the principal amount of the Bonds. The Redemption Premium will be paid on Bonds redeemed prior to maturity as stated in Section 13 hereof. "Regulations" means temporary and permanent regulations promulgated under Section 148 of the Code. "Reserve Fund" means the fund established by the Treasurer into which shall be placed a portion of the proceeds received from the sale of the Bonds as provided in Section 11 hereof. "Treasurer" means the Treasurer/Finance Director of the city of Bakersfield. "Underwriter" means Sutro & Company, Inc., San Francisco, California. "Yield" means, for purposes of Section 148 of the Code, the amount of income from an investment expressed as a percentage of the issue price (within the meaning of Sections 1273 and 1274 of the Code). SECTION 2. List of Unpaid Assessments. The assessments now remaining unpaid are as shown on said list and are in the aggregate amount of $4,028,000 and for a particular description of the lots or parcels of land bearing the respective assessment numbers set forth in said list, reference is hereby made to the assessment and to the diagram recorded in the office of the Director of Public Works of the City of Bakersfield after confirmation thereof by the Council. SECTION 3. Issuance of Bonds. Bonds, in the aggregate principal amount of $4,028,000, shall be issued as hereinafter provided upon the security of the unpaid assessments in accordance with, under and pursuant to the provisions of Resolution of Intention No. 1078 and the proceedings thereunder duly had and taken. The Bonds shall be issued only in fully registered form in the amount of the Bond Denomination or any integral multiple thereof (except for one Bond due in 1992 which will include the amount by which the principal amount of the issue exceeds the largest integral multiple of $5,000.00 contained therein), and shall mature in the amounts and on the dates and at the rates of interest set forth in the purchase offer as approved by the Issuer. The Bonds shall be numbered consecutively from 1 upward, and shall be payable in numerical order, consecutively, commencing with the lowest number within the maturity. SECTION 4. Form of Bonds. The Bonds shall be substan- tially in the form set forth in Exhibit "A." Revised 5/30/91 -6- SECTION 5. Payment of Bonds. The Bonds shall bear interest at the rate or rates determined by the Council at the time of sale of the Bonds (not to exceed twelve percent (12%) per annum, or such higher rate of interest as may be authorized by applicable law at the time of sale of the Bonds), payable on each Interest Payment Date. Each Bond shall bear interest from the Interest Payment Date next preceding the date on which it is authenticated and registered, unless authenticated and registered (1) prior to an Interest Payment Date and after the close of business of the fifteenth (15th) day of the month immediately preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) prior to the close of business on the fifteenth (15th) day of the month preceding the first Interest Payment Date, in which event it shall bear interest from the Bond Date; provided, however, that if at the time of authentication interest is in default, each Bond shall bear interest from the date to which interest has been paid. Each Bond will continue to bear interest after maturity at the rate stated therein, provided it is presented at maturity and payment thereof is refused on the sole ground that there is not sufficient money in the Redemption Fund with which to pay same; if it is not presented at maturity, interest thereon will run only until maturity. SECTION 6. Execution. The Bonds shall be executed on behalf of the Issuer and under its official seal by its Treasurer and by the City Clerk, whose signatures shall be manually placed on the Bonds or reproduced by engraved, printed or lithographed facsimile thereof, and the official seal may be placed on the Bonds in like manner; such signing and sealing shall constitute and be a sufficient and binding execution of each and every one of the Bonds. If said Bonds are executed under seal by facsimile, the Bonds shall then be delivered to the Treasurer or the Agent for authentication by the Treasurer or Agent. If any officer whose signature appears on the Bonds ceases to be such officer before the authentication and delivery of the Bonds to the purchaser thereof, such signature shall be as valid as if such officer had remained in office until the authen- tication and delivery of the Bonds. SECTION 7. Authentication. Only those Bonds which bear thereon a certificate of authentication substantially in the form below, manually executed by the Treasurer or the Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, For Bonds bearing a certificate of authentication, and such certificate shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Resolution. The certificate of authentication on Revised 5/30/91 -7- any Bond requiring authentication shall be deemed to be duly executed if signed by an authorized officer or signatory of the Treasurer or the Agent, but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all the Bonds issued hereunder. [FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION] This is one of the Bonds described in the Resolution Determining Unpaid Assessments and Providing for Issuance of Bonds referred to herein. [Name Of Authenticating Entity] By Authorized Representative SECTION 8. Preparation and Delivery of Bonds. The Treasurer is hereby directed to cause the Bonds to be prepared in accordance with this Resolution and to authenticate and deliver the Bonds to the purchaser thereof, upon receipt of the purchase price therefor, and upon the performance of the conditions contained in the accepted offer for the purchase of the Bonds. SECTION 9. Improvement Fund. The Treasurer shall establish the Improvement Fund designated by the name and/or number of the improvement or assessment district into which shall be placed the proceeds received from the sale of the Bonds, including any premium (except that any interest accrued from the date of the Bonds to the date of delivery thereof shall be placed in the Redemption Fund provided for herein). All moneys in the Improvement Fund shall be withdrawn only upon checks or warrants of the Issuer and shall be applied exclusively to the payment of the cost of the acquisitions and/or construction of the improvements described in the proceedings under and pursuant to said Resolution of Intention, as now or hereafter changed or modified by appropriate legal proceedings, and all expenses incidental thereto. Any surplus remaining after payment of all costs and all legal charges, claims and expenses shall be used as set forth in said proceedings. SECTION 10. Redemption Fund. The Treasurer shall establish the Redemption Fund designated by the name of the Bonds, into which shall be placed any accrued interest for the period from the Bond Date to the date of delivery thereof, funded interest to the maximum permitted by law as of the Bond Date, and all sums received from the collection of unpaid assessments provided for in Section 12 hereof, and of the interest and penalties thereon. From the Redemption Fund, disbursements shall be made to pay the Revised 5/30/91 -8- principal or advance redemption price of the Bonds and the interest due thereon. SECTION 11. Reserve Fund. Upon placement of the proceeds from the sale of the Bonds in the Improvement Fund, the Treasurer shall forthwith transfer the sum of $402,800 from the Improvement Fund into a Reserve Fund, which shall be designated by the name and/or number of the improvement or assessment district. The money in the Reserve Fund shall be administered by the Treasurer in accordance with and pursuant to the provisions of Part 16 of the Act, provided that only proceeds from (1) investment of moneys in the Reserve Fund and (2) redemption or sale of the properties with respect to which payment of delinquent assessments and interest thereon was paid from the Reserve Fund, shall be credited to the Reserve Fund only to the extent that the amount credited to the Reserve Fund will not result in the Bonds becoming Arbitrage Bonds for the purposes of Section 148 of the Code and the Regulations. To the extent that such proceeds, or any portion thereof, would cause the Bonds to become Arbitrage Bonds if credited to the Reserve Fund and invested in Higher Yielding Investments, then such proceeds, or portion thereof, shall be credited upon the assessments; provided only that in the event crediting of any portion of such proceeds upon assessments not theretofore paid in full in cash would result in moneys in the Redemption Fund remaining therein for a period of more than 12 months, then any portion of such moneys which would otherwise remain in the Redemption Fund for a period of more than 12 months shall be used to call Bonds prior to their maturity date on the earliest call date next succeeding the deposit thereof in the Redemption Fund. SECTION 12. Collection of Unpaid Assessments. The unpaid assessments shown on the list, together with the interest thereon, shall be payable in annual series corresponding in number to the number of serial maturities of the Bonds issued. An annual proportion of each unpaid assessment shall be payable in each year preceding the date of maturity of each of the several series of Bonds issued, sufficient to pay the Bonds when due, and such proportion of each unpaid assessment coming due in any year, together with the annual interest thereon, shall be payable in the same manner and at the same time and in the same installments as the general taxes on real property are payable, and become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property. All sums received from the collection of the unpaid assessments and of the interest and penalties thereon shall be placed in the Redemption Fund. Revised 5/30/91 --9-- SECTION 13. RedemPtion Prior to MaturitY. Each Bond, or any portion thereof in the amount of the Bond Denomination or any integral multiple thereof, outstanding may be redeemed and paid in advance of maturity upon any Interest Payment Date in any year by giving at least 30 days notice and by paying the principal amount thereof together with the Redemption Premium plus interest to the date of advanced maturity, unless sooner surrendered, in which event said interest will be paid to the date of payment, all in the manner and as provided in the Act. The Treasurer shall cause to be called for redemption and retire Bonds upon prepayment of assessments in amounts sufficient therefor, or whenever sufficient surplus funds are available therefor in the Redemption Fund. In selecting Bonds for retirement, the lowest numbered Bonds of the various annual maturities shall be chosen pro rata in a manner intended to disturb as little as possible the relationship of unpaid assessments to Bonds outstanding. The provisions of Part 11.1 of the Act are applicable to the advance payment of assessments and to the calling of the Bonds. SECTION 14. Exchanqe of Bonds. Any Bond, upon surrender thereof at the office of the Treasurer, together with an assignment duly executed by the registered owner thereof or his attorney or legal representative in such form as shall be satisfactory to the Treasurer, may, at the option of such owner, be exchanged for an aggregate principal amount of Bonds equal to the principal amount of the Bond so surrendered, and of any authorized denomination or denominations. The Issuer shall make provision for the exchange of Bonds at the office of the Treasurer. SECTION 15. Negotiabilitv. Reqistration and Transfer of Bonds. The Treasurer or Agent shall keep books for the registration, and for the registration of transfers, of the Bonds as provided in this Resolution, which shall at all times be open to inspection by the Issuer. The transfer of any Bond may be registered only upon such books upon surrender thereof to the Treasurer or Agent together with an assignment duly executed by the owner or his attorney or legal representative in such form as shall be satisfactory to the Treasurer or Agent. Upon any such registration of transfer, the Issuer shall execute and the Treasurer or Agent shall authenticate and deliver in exchange for such Bond a new Bond or Bonds registered in the name of the transferee, of any denomination or denominations authorized by this Resolution, and in an aggregate principal amount equal to the principal amount of such Bond or Bonds so surrendered. In all cases in which Bonds shall be exchanged, the Issuer shall execute and the Treasurer or Agent shall authenticate and deliver at the earliest practicable time Bonds in accordance Revised 5/30/91 -10-- with the provisions of this Resolution. All Bonds surrendered in any such exchange or registration of transfer shall forthwith be canceled by the Treasurer or Agent. The Issuer may make a charge for every such exchange or registration of transfer of Bonds suffi- cient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer, but no other charge shall be made to any owner for the privilege of exchanging or registering the transfer of Bonds under the provisions of this Resolution. The Issuer shall not be required to make such exchange or registration of transfer of Bonds during the period from the 15th day of the month immediately preceding any Interest Payment Date and such Interest Payment Date. SECTION 16. Ownership of Bonds. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of or on account of the principal, and redemption premium, if any, of any such Bond, and the interest on any such Bond, shall be made only to or upon the order of the registered owner thereof or such owner's legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the redemption premium, if any, and interest thereon to the extent of the sum or sums so paid. SECTION 17. Limited Obligation. Pursuant to Section 8769 of the Street and Highways Code of the State of California, the Issuer has determined that the Issuer will not obligate itself to advance available funds from the City treasury to cure any deficiency which may occur in the Redemption Fund. Such determination shall not prevent the Issuer from, in the Issuer's sole discretion, so advancing funds. SECTION 18. Covenant to Foreclose. The Issuer hereby covenants with and for the benefit of the owners of the Bonds that it will order, and cause to be commenced within 150 days following the date of delinquency, and thereafter diligently prosecuted, an action in the superior court to foreclose the lien of any assessment or installment thereof not paid when due, pursuant to and as provided in Sections 8830 through 8835, inclusive, of the Streets and Highways Code of the State of California, provided that the alternative method of tax apportionment (Sections 4701 through 4717 of the California Revenue and Taxation Code) is no longer applied by the County of Kern to special assessments, for which bonds have been issued pursuant to the Act, for any reason whatsoever. SECTION 19. Investment of Funds. Moneys in the Improvement Fund, Redemption Fund, and the Reserve Fund shall, whenever practicable, be invested in legal investments for the Issuer under applicable law for the moneys held pursuant to this Resolution at the time when any of such moneys are to be invested Revised 5/30/91 -11- therein. Any income therefrom or interest thereon shall accrue to and be deposited in the fund from which said moneys were invested, except as otherwise provided in Section 23 hereof. (a) Nonpurpose Investments. Except to the extent that the limitations on Nonpurpose Investments are avoided by qualifying the investments under the "temporary period" rules, the Treasurer shall adhere to the following limitations and requirements for Nonpurpose Investments to avoid treatment of the Bonds as Arbitrage Bonds and the loss of the interest exclusion from federal income tax. (1) At no time during any Bond Year may the amount invested in Nonpurpose Investments with a yield materially higher than the yield on the Bonds exceed 150 percent of the "debt service" on the Bond for the Bond Year, and (2) the aggregate amount invested as provided in (i) above shall be promptly and appropriately reduced as the amount of outstanding Bonds is reduced. (b) Temporary Period Investments. Proceeds of the issue may be invested in Higher Yielding Investments for a temporary period until such proceeds are needed for the purpose for which the Bonds were issued and/or for temporary investment periods related to debt service. Until the Treasurer is otherwise advised, the temporary period for purposes of the Bonds shall be two years. In addition to the foregoing general instructions, the Treasurer shall adhere to the following guidelines with respect to the Redemption Fund (debt service fund) and the Improvement Fund (purpose for which the Bonds were issued): (1) proceeds derived from the sale of the Bonds and deposited in the Redemption Fund are considered a "debt service fund." If the gross earnings on a bona fide debt service fund are less than $100,000 in the Bond Year, then such earnings are not to be taken into account in determining the aggregate amount earned on Nonpurpose Investments for purposes of determining the rebate amount under Section 23; (2) proceeds derived from the sale of the Bonds deposited in the Improvement Fund to be expended to pay costs of construction of the Improvements, and all expenses incident thereto, are entitled to a temporary period extending until such proceeds are expended within the time limits of subsection (b) of this Section 19 for Revised 5/30/91 -12- construction of such improvements and, therefore, such proceeds may be invested in Higher Yielding Investments; (3) the Issuer will review all investments within five (5) months after the date which the Bonds are issued and determine which of the Nonpurpose Investments rely on the temporary period investment exception and within six (6) months after which the Bonds are issued reinvest all such investments in Government Bonds or 501(c) (3) bonds which are excluded from the definition of Nonpurpose Investments. (4) amounts deposited in the Reserve Fund have no temporary period (but see subparagraph (c) below for special rule). (c) Minor Portion Exception. Notwithstanding Paragraphs (a) through (b) above, the Bonds will not be treated as Arbitrage Bonds if in addition to the amounts excepted under the "temporary period" exception (Paragraph (b) above), an amount is invested in Higher Yielding Investments which does not exceed the lesser of $100,000 or five percent of the proceeds of the issue. (d) Restricted Investments. Gross Proceeds, other than amounts eligible for a temporary period as described in Paragraph (b) or the exception for minor portions in Paragraph (c), shall be invested in obligations the interest on which is excluded from gross income for federal income tax purposes under Section 103(a) of the Code, or in Nonpurpose Investments at a composite yield not in excess of the yield on the Bonds (in the case of Nonpurpose Investments acquired with Gross Proceeds derived from the sale of the Bonds and investment earnings thereon, the yield on the Bonds plus 1/8 of one percent). SECTION 20. No Arbitraqe or Hedge Bonds. (a) No Arbitraqe. The Issuer shall not, except as permitted by law, use any portion of the proceeds from the issuance of the Bonds, directly or indirectly (1) to acquire Higher Yielding Investments, (2) to replace funds which were used directly or indirectly to acquire Higher Yielding Investments, and will (3) rebate to the Federal Government all arbitrage profits, (4) comply with limitations on the amount of bond proceeds that may be invested in non-purpose obligations and (5) comply with all of the other provisions of Section 148 of the Code in order to avoid treatment of the Bonds as Arbitrage Bonds subject to federal income taxation by reason of Code Section 103(b). Revised 5/30/91 --13-- (b) No Hedge Bonds. The Issuer reasonably expects to spend eighty-five percent (85%) of the "spendable proceeds" of the Issue (the "Spendable Proceeds") within the three (3) year period beginning on the issue date of the obligations. For these purposes, the "Spendable Proceeds" are sale proceeds of the obligations less proceeds used for costs of issuance, reasonably required reserve or replacement funds and debt service. If the bonds are classified as hedge bonds, the Issuer shall comply with all requirements for maintaining the tax exempt status of the Bonds pursuant to Code Section 149(g). SECTION 21. Certificate as to Non-Arbitra~e or Hedge Bonds. On the basis of the facts, estimates and circumstances now in existence and in existence on the date of issue of the Bonds, as determined by the Treasurer, the Treasurer is authorized and directed to certify that it is not expected that the proceeds of said issue will be used in a manner that would cause such obligations to be arbitrage or hedge bonds. Such certification shall be delivered to the purchaser of the Bonds at the time of delivery of and payment for the Bonds. SECTION 22. Yield. (a) Calculation of Yield. Yields shall be calculated by means of an actuarial method of yield calculation whereby the term "yield" means that discount rate which when used in computing the present worth of all payments of principal and interest to be paid on the obligation produces an amount equal to the purchase price of the obligation. The yield on investments must be computed by the use of the same frequency interval of compounding interest on the Bonds. For purposes of the Bonds, yield is the stated return on the issue price of the Bonds, which is defined in Section 1273 of the Code as the initial offering price to the public (not including bond houses, brokers and similar persons acting in the capacity of underwriters or wholesalers) at which a substantial amount of each maturity of the Bonds was sold. For purposes of calculating the yield on Nonpurpose Investments, the purchase price will be the amount paid for such investments or, if different, the fair market value of such investment on the date it becomes Gross Proceeds. (b) Market Price. For purposes of the calculation of the yield on any investment as required under this resolution, the purchase price of the investment will be the fair market price of the investment on an established market. This means that the Treasurer will not pay a premium and will not accept a lower interest rate than is usually paid to adjust the yield on an investment. Revised 5/30/91 -14-- (1) The market price of certificates of deposit issued by a commercial bank shall be regarded as being at a fair market price if it is determined by reference to the bona fide bid price quoted by a dealer who maintains an active secondary market in such certificates, or, if no secondary market exists, by satisfying subparagraph (2) below relating to investment agreements. (2) Investments pursuant to an investment agreement may be regarded as being made at a fair market price if (i) at least 3 bids are received on the investment contract from persons without an interest in the Bonds; (ii) the winning bidder provides a certificate that, based on its reasonable expectations on the date the contract is entered into, investments will not be purchased or sold at a price other than their fair market value; (iii) the yield on the investment contract is at least equal to the yield offered under the highest bid received from a noninterested party; and (iv) the yield on the investment contract is at least equal to the yield offered on similar contracts. (3) For other investments traded on an established market, the fair market value shall be the mean between the bid and offered prices for such investments on the date of purchase or, if subsequent, the date the investment becomes a Nonpurpose Investment. (4) Where funds are restricted to a certain yield and investments cannot be purchased on an established market or a bona fide fair market price cannot be established at a yield that does not exceed the maximum permissible yield, the Treasurer shall acquire or hold tax-exempt securities, currency, or United States Treasury Certificates of Indebtedness, Notes and Certificates -- State and Local Government Series ("SLGs") which yield no more than the maximum permissible yield. Since under current Treasury Department Regulations governing SLGs, such investments may not be purchased until 15 calendar days (three business days in the case of demand deposit SLGs) after a subscription for them is tendered and received by a Federal Reserve Bank or Branch, the Treasurer shall act promptly in subscribing for SLGs in the event he determines such restricted investments are necessary. (5) The Treasurer is instructed to maintain records for each such obligation sufficient to establish that its purchase price is the fair market value as determined under the rules set forth above. Revised 5/30/91 -15- (c) Yield Calculation for Variable Rate Obligation. For the purpose of Section 23 hereof, the yield on a Nonpurpose Investment that consists of variable rate Investment Property shall be determined as of the date the Nonpurpose Investment is acquired and as of the first day of each Bond Year by assuming that the rate of interest will be weighted average rate of interest for such Investment Property during the pre- ceding one-year period (or portion thereof in which the Nonpurpose Investment was outstanding). With respect to a Nonpurpose Investment purchased on its date of issue, the yield for the first Bond Year shall be determined by assuming that the rate of interest will be the initial rate of interest for such Nonpurpose Investment as determined under the prescribed formula on such date of issue (without regard to any fixed rate initially applicable to such Nonpurpose Investment). SECTION 23. Rebate Requirement. (a) Rebate Fund and Statement. Notwithstanding any unrestricted investment for a temporary period, it is required that an amount equal to the sum of (i) the excess of the aggregate amount earned on all Nonpurpose Investments over the amount that would have been earned if such Nonpurpose Invest- ments had a yield equal to the yield on the Bonds plus (ii) any income attributable to the excess described in (i), be paid to the United States Treasury (the "Rebate Requirement"). The Treasurer shall comply with all of the requirements of Section 148 of the Code, and shall specifically comply with the Rebate Requirement of the Code by establishing a Rebate Fund as a separate and distinct account and fund in accordance with the procedures set forth in this Section. The Treasurer shall fulfill his obligation under this Section by preparing within 25 days after the close of each Rebate Year and within 45 days after retirement of the last obligation in the issue, a statement setting forth the Rebate Amount (as defined below in this Section) and the Aggregate RebateAmount (as defined below in this Section) as of the end of such Rebate Year, in any form or statement prescribed therefor by the Internal Revenue Service or the United States Treasury to the extent such former statement is available and required to be used. For purpose of this Section, the term "Rebate Year" shall be the same as Bond Year. (b) Nonpurpose Investments. With respect to Nonpurpose Investments acquired in any fund or account established and held by the Treasurer, the Treasurer shall record or cause to be recorded the following information: (i) purchase date, (ii) purchase price, (iii) information establishing that the purchase price is the fair market value as of such date (e.g., Revised 5/30/91 -~6- the published quoted bid by a dealer in such an investment on the date of purchase, which information may be provided by the Issuer), (iv) any accrued interest paid, (v) face amount, (vi) coupon rate, (vii) periodicity of interest payments, (viii) disposition price, (ix) any accrued interest received, (x) disposition date. To the extent any investment becomes a Nonpurpose Investment by becoming Gross Proceeds after it has originally purchased, it shall be treated as if it were acquired at its fair market value at the time it becomes a Nonpurpose Investment so that gain or loss on the disposition of such investment shall he computed with reference to such fair market value as its adjusted basis. (c) Determination of Earninqs Received. The last day of each Rebate Year and the date on which the Certificates are prepaid or mature shall constitute a "Determination Date." Within 25 days after each Determination Date, the Treasurer shall determine or cause to be determined the amount of earnings received during the period beginning on the Closing Date, and ending with the Determination Date with respect to each investment described in Paragraph (b) of this Section. In calculating the amount of such earnings, all income realized under federal income tax accounting principles with respect to such obligation and with respect to the reinvestment of investment receipts from such obligations shall be included. Specifically, the Treasurer shall take into account (i) the purchase price of each investment, (ii) any discount or premium on the purchase price on the Nonpurpose Investment amortized over the period from its date of purchase, or if different, the date on which it becomes Gross Proceeds, to its date of scheduled maturity in accordance with the method of amortization of the discount applicable under federal income tax law, and (iii) any gain or loss on the date of disposition of any investment, determined by subtracting from the disposition price of the investment, the purchase price thereof or, if applicable, the fair market value thereof on the date it became Gross Proceeds. The Treasurer may not take into account any transaction costs incurred in acquiring, carrying, selling or redeeming such obligations. (d) Deduction Computation for Yield on Bonds. Within 25 days after each Determination Date, the Treasurer shall calculate the hypothetical amount of earnings, based upon the respective purchase prices of the Nonpurpose Investments, that would have been earned with respect to each Nonpurpose Investment during the period commencing with the date of issue and ending with such Determination Date if the annual yield on such Nonpurpose Investment had been equal to the yield on the Bonds. The hypothetical amount determined hereunder will, where applicable, be based on corresponding and contemporaneous reductions in the amounts invested in Nonpurpose Investments. Revised 5/30/91 -17- The purpose of the calculations under this paragraph is to determine the amount that would have been earned on all Nonpurpose Investments if the composite yield on all such Nonpurpose Investments had been equal to the composite yield on the Bonds for the period beginning on the date of issue and ending on the Determination Date. (e) Calculation of Rebate Amount. Within 25 days after each Determination Date, the Treasurer shall calculate the net amount equal to the sum of all amounts determined in Paragraph (c) of this Section on each Determination Date, less the sum of all amount determined in Paragraph (d) of this Section on the most recent Determination Date. Such excess, if any, shall be the "Rebate Amount." The Rebate Amount in no case shall be less than zero. (f) A~re~ate Rebate Amount. Within 25 days after each Determination Date, the Treasurer shall determine the "Aggregate Rebate Amount." The Aggregate Rebate Amount as of the first Determination Date shall be the Rebate Amount. The Aggregate Rebate Amount as of the second Determination Date and subsequent Determination Dates shall be the Rebate Amount as of the then current Determination Date (i) reduced, but not below zero, by the amount of any payments made to the United States Treasury as described in Paragraph (i) of this Section, and (ii) increased by the amount of earnings on all Aggregate Rebate Amounts during the Rebate Year or any prior Rebate Year which were not previously rebated to the United States Treasury. (g) EarninGs on Debt Service Fund. Any amount earned on the Redemption Fund and amounts earned on such amount, if allocated to the Redemption Fund, shall not be taken into account for purposes of determining the amounts described in Paragraphs (c), (d), (e), and (f) of this Section if the gross earnings on the Redemption Fund are less than $100,000 for the Rebate Year. (h) EarninGs on Aggregate Rebate Amounts. The amount of earnings on the Aggregate Rebate Amount includes all income attributable to the excess described in Paragraph (f) of this Section, whether or not that income exceeds the yield on the Bonds, and neither the amount of such earnings nor the hypothetical amount of earnings on the Nonpurpose Investments producing the actual earnings shall be taken into account in the calculation of the Rebate Amount. The Treasurer shall determine the amount of such earnings as of each Determination Date by treating the Aggregate Rebate Amount to that date as being invested in cash or a specified investment (but only to the extent such cash or specified investment is actually held). To the extent there are no investments or cash Revised 5/30/91 -18- allocable to theAggregate RebateAmount, the Aggregate Rebate Amount shall be deemed to have been invested at the Bond yield for purposes of determining the succeeding Aggregate Rebate Amount. (i) Due Date of Payments. Unless otherwise provided by the Secretary of the United States Treasury, all Rebate Amounts shall be paid to the United States Treasury in installments made at least once every five years. The first payment shall be made not later than 30 days after the end of the fifth Rebate Year after the date of execution and delivery of the Bonds; each subsequent payment must be made not later than five years after the preceding payment was due. Each payment must be in an amount not less than 90 percent of the Aggregate Rebate Amount as of the close of the last Bond Year prior to payment, less all amounts previously paid to the United States Treasury. All of the Aggregate Rebate Amount must be paid to the United States Treasury within 60 days after the retirement of the last Bond. No deduction shall be allowed for any amount paid to the United States Treasury. (j) Penalty in Lieu of Loss of Tax Exemption. In the event that all of the foregoing requirements regarding payment of rebate amounts have not been complied with, and/or the Treasurer has failed to comply with applicable provisions of the Code and regulations adopted thereunder related to rebate amounts, the Treasurer shall submit the additional amounts due to the Secretary of the United States Treasury together with a request for a waiver of all or any portion of the 50 percent penalty provided for in Section 148(f)(7) (C) of the Code and a request that the Secretary treat the Bonds as not failing to meet such requirements. The Treasurer shall pay such penalty if required as a condition to the Secretary's treatment of the Bonds as not failing to meet said requirements. SECTION 24. Private Activity and Private Loan Prohibitions. (a) Private Activity Prohibition. The Issuer shall assure that (i) not in excess of 10 percent of the Net Proceeds of the Bonds are used for a Private Business Use if, in addition, the payment of more than 10 percent of the principal or 10 percent of the interest due on the Bonds during the term thereof is, under the terms of the Bonds or any underlying arrangement, directly or indirectly, secured by any interest in property used or to be used for a Private Business Use or in payments in respect of property used or to be used for a Private Business Use or is to be derived from payments, whether or not to the Issuer, in respect of property or borrowed money used or to be used for a Private Business Use; and (ii) and that, in the event that both (A) in excess of Revised 5/30/91 -19- five percent of the Net Proceeds of the Bonds are used for a Private Business Use, and (B) an amount in excess of five percent of the principal or five percent of the interest due on the Bonds during the term thereof is, under the terms of the Bonds or any underlying arrangement, directly or indirectly, secured by any interest in property used or to be used for said Private Business Use or in payments in respect of property used or to be used for said Private Business Use or is to be derived from payments, whether or not to the Issuer, in respect of property or borrowed money used or to be used for said Private Business Use, then said excess over said five percent of Net Proceeds of the Bonds used for a Private Business Use shall be used for a Private Business Use related to the governmental use of the Project. (b) Private Loan Prohibition. The Issuer shall assure that not in excess of five percent of the Net Proceeds of the Bonds is used, directly or indirectly, to make or finance loans (other than loans constituting Nonpurpose Investments or assessments) to persons other than governmental units. (c) Disbursement Statement. Upon each disbursement of Net Proceeds of the Bonds deposited in the Improvement Fund, the Treasurer shall prepare and execute a statement setting forth the portion, if any, of the Net Proceeds of the Bonds to be used for a Private Business Use or to make or finance a private loan (other than a loan constituting a Nonpurpose Investment or an assessment) and certifying that there has been compliance with subsections (a) and (b) above. Such statements shall be maintained as a part of the permanent business records of the Issuer pertaining to the Bonds. SECTION 25. No Federal Guarantee. The Issuer shall take no action nor permit nor suffer any action to be taken if the result of the same would cause the Bonds to be a federally guaranteed obligation within the meaning of Section 149(b) of the Code. Any section reference in this Resolution to the Code shall be deemed to be and shall refer to any section of similar import enacted in lieu or in amendment of such section or contained in any Internal Revenue Code enacted in lieu of the Internal Revenue Code of 1986, as amended. SECTION 26. Amendment. Without the consent of the Bond holders, the Issuer hereafter may amend this Resolution to add, modify or delete provisions if the same is necessary or desirable, in the opinion of the Bond Counsel of the Issuer, to assure the exemption of interest on the Bonds from federal income taxation, provided that the security interest of the Bond holders is not affected thereby. Revised 5/30/91 --20-- SECTION 27. Authority of Treasurer. All actions mandated by this Resolution to be performed by the Treasurer may be performed by the designee thereof or such other official of the Issuer or independent contractor, contractor or trustee duly authorized by the Treasurer to perform such action or actions in furtherance of all or a specific portion of the requirements hereof. SECTION 28. Sale of Bonds. The Treasurer is hereby authorized to negotiate or cause to be negotiated the sale of the Bonds. SECTION 29. Official Statement. The Council hereby approves the preliminary Official Statement describing the Bonds, in substantially the form submitted herewith by the Underwriter. Distribution of the preliminary Official Statement by the Underwriter is hereby approved. The Council hereby authorizes the distribution of the final Official Statement by the Underwriter. The Treasurer, upon consultation with Bond Counsel, is hereby authorized and directed to approve any changes or additions from the preliminary Official Statement to final official Statement. The Treasurer, or his authorized representative, shall execute the final Official Statement on behalf of the Issuer and such execution shall be conclusive evidence of the Council's approval of any changes from and additions to the preliminary Official Statement. SECTION 30. Leqal Opinion. The Issuer will furnish the legal opinion of Richard H. Hargrove of Jackson, Hargrove, Hillison & Emerich approving the legality of the proceedings and the issuance of the Bonds. SECTION 31. Appointment of Aqent. Bank of America National Trust & Savings Association, Los Angeles, California, is hereby appointed as the transfer agent, registrar and paying agent for the Bonds. If Bank of America is, for any reason, unable or unwilling to serve as Agent or resigns or is removed as Agent, the Treasurer is authorized and directed to appoint another qualified financial institution to serve as Agent. SECTION 32. Certified CoDies. The City Clerk shall furnish a certified copy of this Resolution to the Treasurer, the Agent, and to the Auditor of the County of Kern. SECTION 33. Amendment to Resolution of Intention No. 1078. Subparagraph "d" is hereby added to Section 20 of the Resolution of Intention No. 1078, regarding disposition of surplus improvment funds. Subparagraph shall read as follows: Revised 5/30/91 --2~-- d. To call bonds, thereby reducing outstanding assessments and subsequent assessment installments. In the event that the legislative body determines to use all or some portion of the surplus to call bonds prior to maturity, the Treasurer shall do each of the following: (1) Cause the Reserve Fund to be reduced as necessary to assure that the Bonds will not become subject to federal income taxation. (2) Cause any assessment previously paid in cash to receive a credit in cash pursuant to subdivision (d) of Section 10427.1 of the Act for the proportionate share of the surplus as determined pursuant to subdivision (a) of Section 10427.1. (3) Cause the preparation of new auditor's records to reflect the adjusted principal amount of remaining assessment. All subsequent assessment installments shall be based upon the adjusted principal amount of the assessment as reflected in the revised auditor's record. /// /// /// /// Revised 5/30/91 -22- I HEREBY CERTIFY that the foregoing Resolution was passed and adopted by the City Council of the City of Bakersfield at a regular meeting thereof held on the 5th day of June, 1991, by the following vote: Peterson, Edwards, DeMond, Smith AYES: COUNCILMEMBERS: Brunni, McDermott NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Salvaggio ABSTENTIONS: COUNCILMEMBERS: None City Clerk and Ex Officio Clerk of the Council of the City of Bakersfield APPROVED this 5th day of June, 1991. MAYOR of the City of Bakersfield COUNTERSIGNED: of / City ~oi~a~ersfield APPROVED AS TO FORM: Richard Hargrove~ BOND COUNSEL APPROVED AS TO FORM: CITY ATTORNE~r~of~t=h~ City of Bakersfield 700370DA.R6A Revised 5/30/91 -23- UNITED 8TATES OF AMERICA STATE OF CALIFORNIA COUNTY OF KERN NUMBER $ CITY OF BAKERSFIELD ~2~SESSMENT DISTRICT NO. LIMITED OBLX~TION XMPROVEMENT BOND INTEREST RATE MATURITY DATE 90-1 BOND DATE CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: Under and by virtue of the Improvement Bond Act of 1915, Division 10 of the California Streets and Highways Code (the "Act"), the City of Bakersfield, California, (the "City"), will, out of the Redemption Fund on the maturity date specified above for the payment of the Bonds issued upon the unpaid portion of assessments made for the acquisitions, work, and improvements more fully described in proceedings taken pursuant to Resolution of Intention No. 1078, adopted by the City Council of the City on March 27, 1991, pay to the registered owner hereof, or registered assigns, on the maturity date stated above, the principal sum shown hereon in lawful money of the United States and in like manner pay interest at the rate per annum stated above, payable semiannually on March 2 and September 2 in each year commencing September 2, 1991. This Bond bears interest from the interest payment date next preceding its date of authentication and registration unless it is authenticated and registered (1) prior to an interest payment date and after the close of business of the fifteenth (15th) day of the month immediately preceding such interest payment date, in which event it shall bear interest from such interest payment date, or (ii) prior to the close of business on the fifteenth (15th) day of the month immediately preceding September 2, 1991, in which event it shall bear interest from its date, until payment of such principal sum shall have been discharged. Both the principal hereof and redemption premium hereon are payable upon presentation and surrender hereof at the principal corporate trust office of Bank of America, San Francisco, California, or its successors, as Transfer Agent, Registrar and Paying Agent (the "Agent"), and the interest hereon is payable by check or draft mailed to the owner hereof at such owner's address as it appears on the registration books of the Agent, or at such address as may have been filed with EXHIBIT "A" Revised 5/30/91 A - 1 the Agent for that purpose, as of the fifteenth (15th) day of the month immediately preceding each interest payment date. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN. This Bond will continue to bear interest after maturity at the rate above stated, provided that it is presented at maturity and payment thereof is refused upon the sole ground that there are not sufficient moneys in said Redemption Fund with which to pay same. If it is not presented at maturity, interest hereon will run only until maturity. This Bond shall not be entitled to any benefit under the Act or the Resolution entitled "A Resolution Determining Unpaid Assessments and Providing for Issuance of Bonds", adopted by the City Council of the City on June 5, 1991, (the "Resolution of Issuance"), or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Treasurer or the Agent. IN WITNESS WHEREOF, the City of Bakersfield has caused the Bond to be signed in facsimile by the Treasurer of said City and by its City Clerk and has caused its corporate seal to be reproduced in facsimile hereon all as of , 1991. CITY OF BAKERSFIELD, CALIFORNIA City Clerk Treasurer CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the Bonds described in the within mentioned Resolution of Issuance, which has been registered on as Transfer Agent, Registrar and Paying Agent Authorized Officer EXHIBIT "A" Revised 5/30/9! A - 2 [TEXT ON RESERVE SIDE OF BOND] CITY OF BAKERSFIELD ASSESSMENT DISTRICT NO. 90-1 LIMITED OBLIGATION IMPROVEMENT BONDS This Bond is one of several annual series of bonds of like date, tenor and effect, but differing in amounts, maturities and interest rates, issued by said City under the Act, the Code and the Resolution of Issuance in the aggregate principal amount of $ for the purpose of providing means for paying for the improvements and acquisitions described in said proceedings, and is secured by the moneys in said Redemption Fund and by the unpaid portion of said assessments made for the payment of said improvements and acquisitions, and, including principal and interest, is payable exclusively out of said Redemption Fund. This Bond is transferable by the registered owner hereof, in person or by the owner's attorney duly authorized in writing, at said office of the Agent, subject to the terms and conditions provided in the Resolution of Issuance, including the payment of certain charges, if any, upon surrender and cancellation of this Bond. Upon such transfer, a new registered Bond or Bonds, of any authorized denomination or denominations, of the same maturity, and for the same aggregate principal amount, will be issued to the transferee in exchange therefor. Bonds shall be registered only in the name of an individual (including joint owners), a corporation, a partnership or a trust. Neither the City nor the Agent shall be required to make such exchange or registration of transfer of Bonds between the fifteenth (15th) day of the month immediately any March 2 or September 2 and such March 2 or September 2. The City and the Agent may treat the owner hereof as the absolute owner for all purposes, and the City and the Agent shall not be affected by any notice to the contrary. This Bond, or any portion of it in the amount of Five Thousand Dollars ($5,000.00) or any integral multiple thereof, may be redeemed and paid in advance of maturity upon the 2nd day of March or September in any year by giving at least thirty (30) days' notice by registered mail to the registered owner hereof at such owner's address as it appears on the registration books of the Agent and by paying principal and accrued interest together with a premium equal to three percent of the principal. EXHIBIT "A" Revised 5/30/91 A - 3 The City will not obligate itself to advance available funds from the City treasury to cure any deficiency which may occur in the Bond Redemption Fund. LEGAL OPINION I hereby certify that the following is a correct copy of the signed legal opinion of Jackson, Hargrove, Hillison & Emerich, Attorneys at Law, Fresno, California, Bond Counsel, addressed to the City of Bakersfield and on file in my office, dated the date of delivery of and payment for the Bonds therein described. City Clerk [Insert Legal Opinion] ASSIGNMENT For value received, the undersigned do(es) hereby sell, assign and transfer unto the within-mentioned Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the books kept for registration hereof with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. 700370DA.R6A Revised 5/30/91 EXHIBIT "A" A - 4