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HomeMy WebLinkAboutRES NO 005-05RESOLUTION NO. -05 RESOLUTION AUTHORIZING ISSUANCE OF BONDS CITY OF BAKERSFIELD ASSESSMENT DISTRICT NO. 04-1 (COUNTRYSIDE/THE HOMESTEAD/CHERRY HILL/OLIVE PARK III) WHEREAS, on May 26, 2004, the City Council of the City of Bakersfield adopted its resolution of intention to order acquisition of improvements in Assessment District No. 04-1 (Countryside/The Homestead/Cherry Hill/Olive Park III), City of Bakersfield, Kern County, California (the "Assessment District"), under the provisions of the Municipal Improvement Act of 1913 (the "Act"), and proceedings taken under the Act led, on October 20, 2004, to the levy of special assessments by the Council against parcels of land within the Assessment District, which assessments have been recorded in the office of the County Recorder of the County of Kern, and have thereby become a lien on each parcel assessed; and WHEREAS, the entitlement of property owners to pay their assessments in cash, at discount and without interest, has been waived, and the Finance Director has certified and filed with the City Clerk a list of assessments remaining unpaid; and WHEREAS, the Council has determined, by separate resolution adopted this same date, the amount of unpaid assessments, as certified by the Finance Director, in order to establish the final principal amount of bonds to be issued; NOW, THEREFORE, THE CITY COUNCIL HEREBY FiNDS, DETERMINES AND RESOLVES as follows: DOCSSF1:778797.1 40213-33 SS4 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 Municipal Improvement Act of 1913, Sections 10000 and following of the California Streets and Highways Code. "Arbitrage Rebate Fund" means the fund by that name established and maintained by the Finance Director pursuant to Section 6.5 of this Resolution. "Bank" means U.S. Bank National Association, or its duly appointed and acting successor as paying agent, registrar and transfer agent for the Bonds. "Bond" or "Bonds" means the City of Bakersfield Limited Obligation Improvement Bonds of Assessment District No. 04-1 (Countryside/The Homestead/Cherry Hill/Olive Park III), issued pursuant to the Bond Act and this Resolution, in substantially the form provided in Exhibit A hereto. "Bond Act" means the Improvement Bond Act of 1915, Sections 8500 and following of the California Streets and Highways Code. "Bond Counsel" means On'ick, Herrington & Sutcliffe LLP, San Francisco, California, serving as Bond Counsel to the City with respect to the Bonds. delivery thereof. "Bond Date" means the dated date of the Bonds, which shall be the date of DOCSSF1:778797.1 40213-33 SS4 2 ORIGINAL "City" means the City of Bakersfield, Kern County, California. "Closing Date" means the date of delivery of the Bonds to the Underwriter. "Code" means the Internal Revenue Code of 1986, as amended. "Continuing Disclosure Certificate" means the continuing disclosure certificate of the City, dated the Closing Date, and containing the matters required to assist the Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). "Council" or "City Council" means the legislative body of the City of Bakersfield. "Finance Director" means the person who is the duly appointed and acting Finance Director of the City. "Improvement Fund" means the fund by that name established and maintained by the Finance Director pursuant to Section 6.1 of this Resolution. "Interest Payment Date" means March 2 and September 2 of each year, commencing on either (a) September 2, 2005, or (b) such later date as shall be mutually agreed upon between the Finance Director and the Underwriter upon execution of the bond purchase contract. "Investment Earnings Fund" means the fund by that name established and maintained by the Finance Director pursuant to Section 6.4 of this Resolution. "Paying Agent" means the Bank. DOCSSF1:778797.1 40213-33 SS4 3 ORiGiNAL "Redemption Fund" means the fund by that name established and maintained by the Finance Director pursuant to Section 6.2 of this Resolution. "Special Reserve Fund" means the fund by that name established and maintained by the Finance Director pursuant to Section 6.3 of this Resolution. "Tax Certificate" means the Tax Certificate to be prepared by Bond Counsel and executed on the Closing Date by the Finance Director, including the reoffering yield certificate of the Underwriter attached thereto. "Underwriter" means UBS Financial Services Inc, Mission Viejo, California. SECTION 2. ISSUANCE OF BONDS. The Council hereby authorizes the issuance of the Bonds under the provisions of the Bond Act to represent unpaid assessments in the amount of not to exceed the unpaid assessments, rounded down, if necessary, to the nearest $5,000. Each Bond shall be designated, "City of Bakersfield, Limited Obligation Improvement Bond, Assessment District No. 04-1 (Countryside/The Homestead/Cherry Hill/Olive Park III)." The Bonds shall be dated their date of delivery and shall be issued in denominations of $5,000 or integral multiples thereof. Bonds shall mature in principal amounts, shall bear interest at the rates, and shall consist of serial bonds, term bonds, or any combination thereof, all as set forth in the bond purchase contract to be submitted by the Underwriter and approved by the Finance Director; provided that the term bonds, if any, shall mature on September 2, of the last year of maturity of the Bonds, and shall be subject to scheduled mandatory redemption, without premium, in advance of maturity, as specified by Section 8 below and by the bond purchase contract. DOCSSF1:778797,1 40213-33 SS4 4 SECTION 3. APPOINTMENT OF PAYiNG AGENT, REGISTRAR AND TRANSFER AGENT. The Council hereby appoints the Bank as paying agent, registrar and transfer agent for the Bonds in accordance with a separate agreement to be entered into between the City of Bakersfield and the Bank. SECTION 4. FORM AND EXECUTION. Bonds shall be issued as fully registered bonds substantially in the form set forth as Exhibit A to this Resolution. The Bonds shall be signed by the Finance Director and City Clerk of the City of Bakersfield, and the seal of the City shall be affixed. Both signatures and seal may be reproduced on the Bonds by facsimile, but upon its registration or reregistration each Bond shall be authenticated by the manual signature of the authorized representative of the Bank. The Bank shall assign to each Bond authenticated and registered by it a distinctive letter, or number, or letter and number, and shall maintain a record thereof which shall be available to the City for inspection. SECTION 5. BOOK-ENTRY BONDS. The Bonds when issued shall be initially registered in the name of "Cede & Co.," as nominee of The Depository Trust Company, New York, New York, and shall be initially issued as one Bond for each of the maturities of the Bonds. The Depository Trust Company is hereby appointed depository for the Bonds and registered ownership of the Bonds, or any portion thereof, may not thereafter be transferred except: DOCSSF1:778797.1 40213-33 SS4 5 ORIC~!NAL (i) To any successor of Cede & Co., as nominee of The Depository Trust Company, or its nominee, or to any substitute depository designated pursuant to clause (ii) of this section (a "substitute depository"); provided, that any successor of Cede & Co., as nominee of The Depository Trust Company or substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) To any substitute depository not objected to by the City, upon (1) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the City to substitute another depository for The Depository Trust Company (or its successor) because The Depository Trust Company or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository, or (2) a determination by the City to remove The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository. In the case of any transfer pursuant to clause (i) or clause (ii) above, upon receipt of the outstanding Bonds by the Paying Agent, together with a written request of the City, a new Bond for each maturity shall be executed and delivered in the aggregate principal amount of the Bonds then outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such written request of the City. In the case of any transfer pursuant to clause (iii) above, upon receipt of the outstanding Bonds by the DOCSSF1:778797.1 ~-~ 40213-33 SS4 6 ~ ~:~ ORIGINAL Paying Agent together with a written request of the City, new Bonds shall be executed and delivered in such denominations numbered in the manner determined by the Paying Agent and registered in the names of such persons as are requested in such written request of the City, subject to the limitations of this Section 5 and the receipt of such a written request of the City, and thereafter, the Bonds shall be transferred pursuant to the provisions set forth in this Resolution; provided, that the Paying Agent shall not be required to deliver such new Bonds within a period of less than sixty (60) days. So long as the outstanding Bonds are registered in the name of Cede & Co. or its registered assigns, the City and the Paying Agent shall cooperate with Cede & Co., as sole holder, or its registered assigns, in effecting payment of the principal of and interest on the Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. SECTION 6. ESTABLISHMENT OF SPECIAL FUNDS. For administering the proceeds of the sale of bonds, the payments from property owners on account of assessments levied, and the payment of interest and principal on the Bonds, there shall be established and maintained five funds to be known as the Improvement Fund, the Redemption Fund, the Special Reserve Fund, the Investment Earnings Fund and the Arbitrage Rebate Fund, respectively, for Assessment District No. 04-1 (Countryside/The Homestead/Cherry Hill/Olive Park III). SECTION 6.1. IMPROVEMENT FUND. The Improvement Fund shall be established and maintained by the Finance Director. Except as provided in Sections 6.2 and 6.3, proceeds of sale of the Bonds, together with ali amounts paid by property owners on the assessments before bond issuance, if any, and the contributions from other public funds, if any, DOCSSF1:778797.1 3- ~ 40213-33 SS4 7 ~ r' ORIGINAL shall be deposited in the Improvement Fund. Disbursements from the Improvement Fund shall be made by the Finance Director in accordance with the budget of estimated costs and expenses set forth in Exhibit B of the Final Engineer's Report, heretofore approved by the Council on October 20, 2004, which report and budget are subject to modification by the Council from time to time as proscribed by the Act. Proceeds of investment of the Improvement Fund shall be deposited in the Investment Earnings Fund, to be established, maintained and administered in accordance with the provisions of Section 6.4 of this Resolution. SECTION 6.2. REDEMPTION FUND. The Redemption Fund shall be established and maintained by the Finance Director. There shall be deposited into the Redemption Fund, from the proceeds of the sale of bonds, the amount provided for funded interest, which shall be the amount to pay interest on the Bonds from their dated date to the first Interest Payment Date. All payments of principal and interest installments on the assessments, together with penalties, if any, and all amounts received on account of lien pay-offs shall be deposited in the Redemption Fund, which shall be a trust fund for the benefit of the bondholders. Monies for payment of the Bonds at maturity, or at redemption before maturity, and all interest on the Bonds shall be disbursed to the Bank from the Redemption Fund. Proceeds of investment of the Redemption Fund shall be retained in the Redemption Fund, which shall at all times be administered in conformity with the limitations and requirements specified in the Tax Certificate so as to establish and retain the status of a "Bona Fide Debt Service Fund" (as said term is defined in the Code) for said Redemption Fund, thereby DOCSSF1:778797.1 40213-33 SS4 8 ORIGINAL exempting the Redemption Fund from arbitrage and rebate requirements otherwise imposed by the Code and the regulations adopted pursuant thereto. SECTION 6.3. SPECIAL RESERVE FUND. The Special Reserve Fund shall be established and maintained by the Finance Director. There shall be deposited into the Special Reserve Fund on the Closing Date an amount equal to the least of (1) ten percent (10%) of the proceeds of the Bond issue, (2) maximum annual debt service on the Bonds, or (3) one hundred twenty-five percent (125%) of average annual debt service on the Bonds, which shall constitute the "Initial Reserve Requirement." That amount, less any amounts transferred to the Redemption Fund pursuant to Section 8884 of the Streets and Highways Code, shall constitute the "Reserve Requirement" for the Bonds from time to time. A. During the term of the Bonds, the amount in the Special Reserve Fund shall be available for transfer into the Redemption Fund in accordance with Sections 8808 and 8883 of the Streets and Highways Code. The amount so advanced shall be reimbursed to the Special Reserve Fund from the proceeds of reinstatement of delinquencies or sale of the parcel or parcels for which payment of delinquent assessment installments was made from the Special Reserve Fund. B. If any assessment is prepaid before final maturity of the Bonds, the amount of principal which the assessee is required to prepay shall be reduced by an amount which is in the same ratio to the original amount of the Special Reserve Fund as the original amount of the prepaid assessment bears to the total amount of unpaid assessments originally securing the Bonds. This reduction in the amount of principal prepaid shall be balanced by a transfer from the Special Reserve Fund to the Redemption Fund in the same amount. DOCSSF t :778797.1 40213-33 SS4 9 C. The amount maintained in the Special Reserve Fund shall never exceed the Reserve Requirement. Proceeds of investment of the Special Reserve Fund shall be deposited in the Investment Earnings Fund to be established, maintained and administered in accordance with the provisions of Section 6.4 of this Resolution. D. When the amount in the Special Reserve Fund equals or exceeds the amount required to retire the remaining unmatured Bonds (whether by advance retirement or otherwise), the amount of the Special Reserve Fund shall be transferred to the Redemption Fund, and the remaining installments of principal and interest not yet due from assessed property owners shall be cancelled without payment. SECTION 6.4. INVESTMENT EARNINGS FUND. The Investment Earnings Fund shall be established and maintained by the Finance Director. Proceeds of the investment of amounts in the Improvement Fund and the Special Reserve Fund will be deposited in the Investment Earnings Fund. As of June 30 of each year during the term of the Bonds, the Finance Director shall determine or cause to be determined whether any portion of investment earnings must be rebated to the United States pursuant to Section 148 of the Code and regulations adopted thereunder. The Finance Director is authorized to retain independent attorneys, accountants and other consultants to assist in complying with arbitrage and rebate requirements and restrictions imposed by the Code and regulations adopted thereunder. Any amounts required to be rebated will be transferred to the Arbitrage Rebate Fund, and the balance, if any, remaining following such transfer to the Arbitrage Rebate Fund, will be transferred as follows: DOCSSF1:778797.1 40213-33 SS4 10 (a) To the extent that the balance in the Special Reserve Fund is less than the Reserve Requirement, a transfer will be made from the Investment Earnings Fund to the Special Reserve Fund. (b) The remaining balance in the Investment Earnings Fund, if any, will be transferred to the Improvement Fund until the authorized improvements are completed and the Improvement Fund is closed; thereafter the balance in the Investment Earnings Fund will be transferred to the Redemption Fund to be used, in the discretion of the Finance Director, as a credit upon the annual installments of assessment or for the advance retirement of Bonds. SECTION 6.5. ARBITRAGE REBATE FUND. The Arbitrage Rebate Fund shall be established and maintained by the Finance Director. Amounts in the Arbitrage Rebate Fund shall be invested in the same manner as amounts in the other funds and shall be held in trust for rebate to the United States at the times required by Section 148 of the Code and regulations adopted thereunder. SECTION 6.6. RETURN OF UNCLAIMED FUNDS. Other provisions of this Resolution to the contrary notwithstanding, the Bank shall return to the City any funds held by it hereunder not later than thirty (30) days before those funds would escheat to the State of California under any law now or hereafter enacted. SECTION 7. PAYMENT ON BONDS. The principal and redemption premium, if any, on the Bonds shall be payable at the office of the Bank in St. Paul, Minnesota, upon presentation and surrender of such Bonds to the Bank by the registered owners thereof on their maturity dates or on redemption prior to maturity. Interest shall be paid by check mailed by first class mail, postage prepaid, to the registered owner of each Bond at the owner's address DOCSSF1:778797.1 40213-33 SS4 1 1 appearing on the register maintained by the Bank, as registrar, on the 15th day of the month preceding the date of payment (or, in the case of an owner of at least $1,000,000 in principal amount of the Bonds who so requests in writing prior to the close of business on the fifteenth day of the month immediately preceding each Interest Payment Date, by wire transfer). Upon the payment and cancellation of any Bond, the Bond shall be destroyed, and the Bank shall furnish the City a certificate of destruction. SECTION 8. ADVANCE RETIREMENT OF BONDS. Any Bond or any portion thereof in the amount of $5,000 or any integral multiple thereof outstanding, may be redeemed and paid in advance of maturity upon the second day of March or September in any year by giving at least 30 days' notice by registered or certified mail or by personal service to the registered owner thereof at such owner's address as it appears on the registration books of the Bank and by paying principal and accrued interest, together with a redemption premium (calculated as a percentage of the par value of Bonds being redeemed) as follows for the respective March 2 or September 2 redemption dates: Redemption Dates (March 2 or September 2) Redemption Premium First Interest Payment Date through September 2, 2014 3.0% March 2, 2015 and September 2, 2015 2.0% March 2, 2016 and September 2, 2016 1.0% March 2, 2017 and thereafter 0.0% The foregoing schedule of redemption premiums shall be subject to modification by mutual consent of the Finance Director and the Underwriter. In addition to redemption in advance of maturity in accordance with the foregoing, the term Bonds, if any, shall be subject to partial mandatory advance redemption,__ __~1~'3'~4,~ DOCSSF1:778797.1 O ¢. 40213-33 SS4 12 0~,'.5 r~^t lot, without premium, on each September 2 on and after the September 2 specified in the bond purchase contract in accordance with the schedule set forth in said bond purchase contract. SECTION 9. REREGISTRATION. Any Bond may be registered to a new owner by completing the assignment certificate on the reverse of the Bond and delivering the Bond to the registrar, and upon payment by the person requesting such reregistration of any tax or other governmental charge required to be paid with respect to such reregistration. Upon reregistration, any Bond may be replaced by one or more Bonds of the same maturity and aggregate amount in denominations of $5,000 or any integral multiple thereof. SECTION 10. COVENANTS. In the event ora default in the payment of any Bond or any installment of interest thereon, bondholders shall have the remedies set forth in the Bond Act. In addition, the Council makes the following covenants, which shall constitute a contract with the bondholders: SECTION 10.1. COLLECTION OF iNSTALLMENTS. Annually, and in accordance with the provisions of the Bond Act and the Final Engineer's Report, the City shall establish the amount to be posted to the secured property tax roll of Kern County on account of each parcel for which the assessment remains unpaid, and the City shall transmit to the Kern County Auditor a list or record of such installment amounts, together with the corresponding assessment number and assessor's tax number, in such format as the County Auditor shall reasonably require and not later than such date as the County Auditor shall reasonably establish, for collection on such secured property tax roll and remittance to the City, as provided by the Bond Act. DOCSSF1:778797.1 40213-33 SS4 13 SECTION 10.2. FORECLOSURE OF LIENS. No later than October 1 in any year, the City shall file an action in the Superior Court to foreclose the lien on each delinquent assessment if(l) the sum of uncured assessment delinquencies for the preceding fiscal year exceeds five percent (5%) of the assessment installments posted to the tax roll for that fiscal year, and (2) the amount of the Special Reserve Fund is less than the Reserve Requirement. SECTION t0.3. ARBITRAGE. During the term of the Bonds, the City will make no use of bond proceeds which, if such use had been reasonably expected at the date the Bonds are issued, could have caused the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code and the regulations adopted thereunder, and further shall rebate to the United States any amounts required to be rebated on account of arbitrage in accordance with the provisions of the Code and those regulations. SECTION 10.4. MAiNTENANCE OF TAX EXEMPTION. The City will adhere to the restrictions and comply with the requirements set forth in the Tax Certificate and will otherwise take all reasonable actions required to maintain the status of interest on the Bonds as excludable from gross income for federal income tax purposes and as exempt from the State of California personal income taxes. Without limiting the generality of the foregoing, the City further covenants that, prior to making any change to or taking or omitting to take any action with respect to any of the agreements, requirements or procedures contained or referred to in this Resolution, the Tax Certificate or other relevant documents pertaining to the Bonds, the City shall do either of the following: (1) obtain a subsequent opinion ofOrrick, Herrington & Sutcliffe LLP ("Bond Counsel") that such change, action or omission will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or (2) obtain an opinion of alternative nationally recognized bond counsel to the effect originally ~ DOCSSF1:778797.1 3~ 40213-33 SS4 14 ~~ delivered by Bond Counsel that, notwithstanding such change, action or omission, interest on the Bonds is excluded from gross income for federal income tax purposes. SECTION 10.5. CONTINUING DISCLOSURE. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate of the City. In the event of failure of the City to comply with the Continuing Disclosure Certificate of the City, the Underwriter and any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligation under this Section 10.5 and under the Continuing Disclosure Certificate of the City. DOCSSF1:778797.1 40213-33 SS4 15 ORIGINAL I HEREBY CERTIFY that the foregoing resolution was passed and adopted by the Council of the City of Bakersfield at a regular meeting thereof held on January 12, 2005, by the following vote: ~ COUNCILMEMBER NOES: COUNCILMEMBER ABSTAIN: COUNCILMEMBER ABSENT: COUNCILMEMBER CARSON, BENHAM, MAGGARD, COUCH, HANSON, SULLIVAN, SCRIVNER City Clerk and Ex Officio Clerk of the Council of the City of Bakersfield APPROVE t~ 12th da o~fJ~ary, 200.~ .~1~ APPROVED AS TO FORM: ORRICK, HE/RRINGTON & SUTC[flFFE LLP Bond Coun),~l COUNTERSIGNED: VIRGINIA GENNARO City At~ By DOCSSF1:778797.1 40213-33 SS4 16 REGISTERED Number EXHIBIT A United States of America State of California County of Kern CITY OF BAKERSFIELD LIMITED OBLIGATION IMPROVEMENT BOND ASSESSMENT DISTRICT NO. 04-1 (Countryside/The Homestead/Cherry Hill/Olive Park III) REGISTERED $ 1NTEREST RATE MATURITY DATE BOND DATE __% September 2, __ CUS2NUMBER REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS Under and by virtue of the Improvement Bond Act of 1915, Division 10 (commencing with Section 8500), of the Streets and Highways Code, (the "Act"), the City of Bakersfield, County of Kern, State of California, (the "City"), will, out of the redemption fund for the payment of the Bonds issued upon the unpaid portion of assessments made for the acquisition, work and improvements more fully described in proceedings taken pursuant to Resolution of Intention No. 1336, adopted by the Council of the City of Bakersfield on the 26th day of May, 2003, pay to the registered owner stated above or registered assigns, on the maturity date stated above, the principal sum stated above, in lawful money of the United States of America and in like manner will pay interest from the interest payment date next preceding the date on which this Bond is authenticated, unless this Bond is authenticated and registered as of an interest payment date, in which event it shall bear interest from such interest payment date, or unless this Bond is authenticated and registered prior to August 15, 2005, in which event it shall bear interest from its date, until payment of such principal sum shall have been discharged, at the rate per annum stated above, payable semiannually on March 2 and September 2 in each year commencing on September 2, 2005. Both the principal hereof and redemption premium, if any, hereon are payable at the office of U.S. Bank National Association, as Paying Agent, Registrar and Transfer Agent, in St. Paul, Minnesota (the "Bank"), and the interest hereon is payable by check mailed by first class mail, postage prepaid, on each interest payment date to the owner hereof at the owner's address as it appears on the registration books of the Bank, or at such address as may have been filed with the Bank for that purpose, as of the fifteenth day of the month preceding each interest payment date (or, in the case of an owner of at least $1,000,000 in principal amount of the Bonds who so requests in writing prior to the close of business on the fifteenth day of the month immediately preceding each interest payment date, by wire transfer). DOCSSF1:778797.1 >~ 40213-33 SS4 A-1 ~ ORIO;hN^L This Bond will continue to bear interest after maturity at the rate above stated, provided, 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 thereon will run until maturity. This Bond shall not be entitled to any benefit under the Act or the Resolution Authorizing Issuance of Bonds (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 Bank. [Except for the term Bonds maturing in the year 20~,] each 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 the City of Bakersfield under the Act and the Resolution of Issuance, for the purpose of providing means for paying for the acquisition of improvements 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 acquisition of improvements, and, including principal and interest, is payable exclusively out of said fund. This Bond or any portion of it in the amount of $5,000 or any integral multiple thereof, may be redeemed and paid in advance of maturity upon the second day of March or September in any year by giving at least 30 days' notice by registered or certified mail to the registered owner hereof at such owner's address as it appears on the registration books of the Bank and by paying the principal and accrued interest, together with a redemption premium (calculated as a percentage of the par value of the Bonds being redeemed) as follows for the respective March 2 and September 2 redemption dates: Redemption Dates (March 2 or September 2) Redemption Premium First Interest Payment Date through September 2, 200_ 3.0% March 2, 20__ and September 2, 20__ 2.0% March 2, 20__ and September 2, 20__ 1.0% March 2, 20 and thereafter 0.0% In addition to redemption in advance of maturity in accordance with the foregoing, the term Bonds maturing on September 2, 20__, are subject to partial mandatory advance redemption, by lot, without premium, on each September 2 on and after September 2, 20__, in accordance with the following schedule and in the following principal amounts: DOCSSFl:778797.1 40213-33 SS4 A-2 O,qlGINAL Year (September 2) 20 20__ (maturity) Principal Amount $ (To Come) 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 Bank, 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, 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. The Bank shall not be required to make such exchange or registration of transfer of Bonds during the period commencing with the fifteenth (15th) day of the month preceding any interest payment date and ending on said interest payment date. 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. A determination not to obligate itself shall not prevent the City from, in its sole discretion, so advancing funds. The City and the Bank may treat the registered owner hereof as the absolute owner for all purposes, and the City and the Bank shall not be affected by any notice to the contrary. DOCSSF1:778797.1 40213-33 SS4 A-3 1N WITNESS WHEREOF, said City of Bakersfield has caused this Bond to be signed manually or in facsimile by the Finance Director of said City and by its City Clerk, and has caused its corporate seal to be reproduced in facsimile hereon all as of the day of ., 2005. CITY OF BAKERSFIELD City Clerk Finance Director (SEAL) CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the Bonds described in the within mentioned Resolution of Issuance, which has been authenticated and registered on U.S. BANK NATIONAL ASSOCIATION as paying agent, registrar and transfer agent By Authorized Signatory DOCSSF ! :778797.1 40213-33 SS4 A-4 ORIGINAL [Form of Assignment] ASSIGNMENT For value received the undersigned do(es) hereby sell, assign and transfer unto __ the within Bond and do(es) hereby irrevocably constitute and appoint attomey to transfer the same on the register of the Paying Agent, with full power of substitution in the premises. Date: SIGNATURE GUARANTEED: NOTE: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. The signature(s) must be guaranteed by an eligible guarantor institution. Social Security Number, Taxpayer Identification Number or other Identifying Number of Assignee: DOCSSF1:778797.1 40213-33 SS4 A-5