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R 3648 RESOLUTION NO. 3648 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARROYO GRANDE, CALIFORNIA, PROVIDING FOR THE ISSUANCE OF ITS GENERAL OBLIGATION BONDS, SERIES A OF 2003 (FIRE STATION PROJECT) IN THE AMOUNT OF ONE MILLION NINE HUNDRED THOUSAND DOLLARS ($1,900,000) FOR FIRE STATION USES WHEREAS, pursuant to the provisions of Chapter 4 of Division 4 of Title 4 of the California Government Code (Sections 43600 et sea.), as amended, and pursuant to Ordinance No. 532 adopted by the City Council of the City of Arroyo Grande on July 9, 2002 (the "Ordinance"), a special election (the "Election") was duly and regularly held on the 5th day of November, 2002, in that territory included within the boundaries of the City at which Election there was submitted to the qualified voters of said City the following: MEASURE: Shall the City of Arroyo Grande upgrade and expand the Fire Station located on Traffic Way, including adding sleeping facilities and a training classroom, expanding the apparatus bay, construction of a federally-required safe medical clean-up area and a system to remove vehicle exhaust from the apparatus room, seismic retrofitting to meet current building safety standards, and installation of fire sprinklers, by issuing $1,900,000 in general obligation bonds? ;and WHEREAS, more than two-thirds of the votes cast at the Election were in favor of and assented to the incurring of such indebtedness, and all the requirements of the Constitution and laws of the State of California have been complied with in the holding of the Election, and the City Council of the City was, as of the date of the Election, and is now authorized and empowered to provide for the form of bonds of the City and for the issuance thereof, exclusively for the purpose provided for in the aforesaid Ordinance and principal and interest payable from taxes levied exclusively upon the taxable property within the City as permitted or required by law; and WHEREAS, it is found and determined by this City Council that the best interests of the City would be served by proceeding according to the provisions of Chapter 4 of Division 4 of Title 4 of the California Government Code (Sections 43600 et sea.), as amended, to issue - RESOLUTION NO. 3648 PAGE 2 bonds (the "Bonds") for the purpose of financing the fire station expansion and retrofitting project; and WHEREAS, the City Council has determined that Wells Fargo Bank, National Association shall act as the initial paying agent for the Bonds subsequent to the adoption of this Resolution; NOW, THEREFORE BE IT RESOLVED, by the City Council of the City of Arroyo Grande, as follows: 1. Each of the above recitals is true and correct. 2. The issuance of the General Obligation Bonds, Series A of 2003 in a principal amount not to exceed $1,900,000 is hereby approved and such Bonds shall mature on the dates and pay interest at the rates set forth in and all other provisions of the Bonds shall be governed by the terms and conditions of a Supplement to this Resolution to be prepared by Special Counsel to the City and executed by the Mayor of the City, the City Manager, or their duly authorized written designees, which Supplement to Resolution is hereby approved in substantially the form attached hereto as Exhibit A, together with such additions thereto and changes therein as Special Counsel and the City Manager deem necessary or appropriate. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Supplement to Resolution by the Mayor, the City Manager or their duly authorized written designees. The covenants set forth in the Supplement to Resolution are hereby approved, shall be deemed covenants of the City Council and shall be complied with by the City and its officers. The Supplement to Resolution shall constitute a contract between the City and the Owners of the Series A of 2003 Bonds. 3. The Mayor of the City, the City Manager, or their duly authorized written designees, are hereby authorized and directed to enter into any agreements or take any actions necessary to achieve the purposes of this Resolution, including without limitation, a continuing disclosure agreement and a fiscal agent agreement, substantially in the forms presented at this meeting, and on file in the Administrative Services - RESOLUTION NO. 3648 PAGE 3 Department, together with such additions thereto and changes therein as Special Counsel and the City Manager deem necessary or appropriate. Approval of such changes shall be conclusively evidenced by the execution and delivery of the continuing disclosure agreement and fiscal agent agreement by the Mayor, City Manager or their duly authorized written designees. On motion by Council Member Lubin, seconded by Council Member Runels, and by the following roll call vote, to wit: AYES: Council Members Lubin, Runels, Costello, Dickens, and Mayor Ferrara NOES: None ABSENT: None The foregoing Resolution was passed and adopted this 28th day of January, 2003. - ., RESOLUTION NO. 3648 PAGE 4 ~,w, / TONY M. F ARA, MAYOR UJ ORE, DIRECTOR OF ADMINISTRATIVE SERVICESI DEPUTY CITY CLERK APPROVED AS ~ ~ ~ ~/~ SPECIAL COUNSEL - RESOLUTION NO. 3648 PAGE 5 EXHIBIT A FORM OF SUPPLEMENT TO RESOLUTION Stradling Yocca Carlson & Rauth Draft of 1/8/03 EXHIBIT A SUPPLEMENT TO RESOLUTION NO. - GOVERNING TERMS OF THE $1,900,000 CITY OF ARROYO GRANDE GENERAL OBLIGATION BONDS SERIES A OF 2003 (FIRE STATION PROJECT) Dated as of February 1, 2003 DOCSOC\9402 \2v5\22707.0009 - SUPPLEMENT TO RESOLUTION NO. - THIS SUPPLEMENTAL RESOLUTION NO. _ executed as of this 1st day of February, 2003 governs the tenns of the City of Arroyo Grande General Obligation Bonds, Series A of2003 (Fire Station Project). RECITALS: WHEREAS, pursuant to the provisions of Chapter 4 of Division 4 ofTitJe 4 of the California Government Code (Sections 43600 et seq.), as amended, and pursuant to Ordinance No. 532 adopted by the City Council of the City of Arroyo Grande on July 9,2002 (the "Ordinance") and Resolution No. 3611 adopted by the City Council of the City on July 9,2002, a special election was duly and regularly held on the 5th day of November 2002, in that territory included within the boundaries of the City (the "Election") at which Election there was submitted to the qualified voters of said city the following: PROPOSITION: Shall the City of Arroyo Grande expand the Fire Station including the addition of sleeping facilities, a federally required area for safe clean up of blood-borne pathogens, a federally required room to store turnout clothing, a system to divert vehicle exhaust trom the apparatus rooms, an expanded training room, fire sprinklers, seismic retrofit of the facility to meet current standards, and expansion of the apparatus bay, by issuing $1,900,000 in general obligation bonds? and WHEREAS, more than two-thirds of the votes cast at the Election were in favor of and assented to the incurring of such indebtedness, and all the requirements of the Constitution and laws of the State of California have been complied with in the holding of the Election, and the City Council of the City was, as of the date of the Election, and is now authorized and empowered to provide for the fonn of bonds of the City and for the issuance thereof for the purpose and objects DOCSOC\940212vS\22707.0009 -- provided for in the aforesaid Ordinance and resolution, payable, principal and interest, from taxes levied exclusively upon the taxable property within the City as permitted or required by law; and WHEREAS, it is found and determined by this City Council that the best interests ofthe City would be served by proceeding with the authorization of the issuance of general obligation bonds of the City according to the provisions of Chapter 4 of Division 4 of Title 4 of the California Government Code (Sections 43600 et seq.) for the purpose of financing the construction and retrofitting of the City's existing fire station as approved by the voters (the "Project"); NOW, THEREFORE, in order to establish the terms and conditions upon and subject to which the General Obligation Bonds, Series A of2003 (the "Series A of2003 Bonds" or the "Bonds") are to be issued, the City Council does hereby covenant and agree, for the benefit of the Owners of the Series A of2003 Bonds, as follows: SECTION I. Definitions. Unless the context clearly otherwise requires the following terms shall have the respective meanings ascribed to them in this Section 1: Authorized Representative of the City. The term "Authorized Representative of the City" means the Mayor, the City Manager, the Treasurer or the Director of Financial Services or any other person or persons designated by any of them in a written certificate or by the City Council of the City and authorized to act on behalf of the City by a written certificate signed on behalf of the City by the Mayor of the City and containing the specimen signature of each such person. Authorized Investments. The term "Authorized Investments" means, if and to the extent permitted by law and by any policy guidelines promulgated by the City: A. Active demand deposits (checking accounts, passbook savings and money market accounts) and inactive deposits (non-negotiable Time Certificates), also for investment instruments. B. Bonds issued by the City. 2 DOCSOC\940212v5\22707.0009 - C. u.s. Treasury Notes, bonds, bills, or other certificates of indebtedness. D. California State registered notes, bonds, or warrants. E. Other local agencies within California, bonds, notes, warrants, or other indebtedness. F. Bank issued obligations for Federal agencies as the Government National Mortgage Association (GNMA'S), the Federal National Mortgage Association (FNMA'S), and the Small Business Administration (SBA notes), etc. G. Bankers acceptances (bills of exchange or time drafts) drawn on and accepted by a commercial bank, and which are eligible for purchase by the Federal Reserve System. These are limited to 30 percent of the City's surplus funds, and limited to 270-day maximum maturities. H. Commercial paper of "prime" quality, as rated by Moody's Investor Service or Standard and Poor's Corporation. These are limited to 15 percent of the City's portfolio, and limited to 180-day maximum maturities, plus some other qualifications. I. Negotiable Certificates of Deposit, issued by either a National or State bank or savings and loan. These are limited to 30 percent ofthe City's available reserves. J. Repurchase agreements or reverse repurchase agreements, whereby the seller of securities will repurchase them on a specified date and for a specified amount. K. Local Agency Investment Fund, State of California, per Government Code Sec. 16429.1. Pooled monies of various agencies within California. 3 DOCSOC\9402I 2v5\22707 .0009 - Bond Counsel. The tenn "Bond Counsel" means an attorney or finn of attorney of nationally recognized standing in matters pertaining to the tax-exempt status of interest on bonds issued by states and their political .subdivisions. Bonds or Series A of2003 Bonds. The tenn "Bonds" or "Series A of2003 Bonds" means the $1,900,000 City of Arroyo Grande General Obligation Bonds, Series A of2003 (Fire Station Project). Bond Year. The tenn "Bond Year" means the twelve (12) month period commencing on July 31 and ending on the following August I, except that the first Bond Year shall commence on the date on which the bonds are issued and end on August 1,2003. Closing Date. The term "Closing Date" is the date the bonds are delivered to the initial purchaser thereof. Code. The tenn "Code" means the Internal Revenue Code of 1986, as amended, and any regulations, rulings, judicial decisions, and notices, announcements, and other releases of the United States Treasury Department or Internal Revenue Service interpreting and construing it. Computation Year. The tenn "Computation Year" means, with respect to the Bonds, the period beginning on the Delivery Date and ending on August 1,2003 and each 12-month period ending on August I thereafter until there are no longer any Bonds outstanding. Costs of Issuance. The tenn "Costs ofIssuance" means all of the costs of issuing the Bonds, including, but not limited to, all printing and document preparation expenses in connection with this Resolution, the Bonds and the Official Statement pertaining to the Bonds and any and all other agreements, instruments, certificates or other documents prepared in connection therewith; financial advisory fees; bond counsel fees; underwriter's fees; rating agency fees; auditor's fees; CUSIP service bureau charges; legal fees and expenses of counsel with respect to the financing; the initial fees and expenses of the Fiscal Agent; fees for credit enhancement relating to the Bonds; and 4 DOCSQC\9402I 2v5Vl2707 .0009 other fees and expenses incurred in connection with the issuance of the Bonds or the implementation of the financing for the Projects, to the extent such fees and expenses are approved by the City. Depository. The tenn "Depository" means (a) initially, DTC, and (b) any other Securities Depository acting as Depository under this Indenture. Depository System Participant. The tenn "Depository System Participant" means any participant in the Depository's book-entry system. Director of Financial Services. The tenn "Director of Financial Services" means the person responsible for the Finance Office of the City, appointed by the City Manager trom time to time. DTC. The tenn "DTC" means The Depository Trust Company, New York, New York, and its successors and assigns. Fiscal Agent. The tenn "Fiscal Agent" means that entity so designated trom time to time by the City Council of the City to serve as fiscal agent, paying agent, transfer agent and registrar for the Bonds. The initial Fiscal Agent shall be Wells Fargo Bank, National Association. Fiscal Agent Agreement. The tenn "Fiscal Agent Agreement" means that certain Fiscal Agent Agreement, dated as of February 1,2003, by and between the City and the Fiscal Agent. Interest Payment Date. The tenn "Interest Payment Date" means each August I and February 1, commencing February 1, 2004. Owner. The tenn "owners or "Bond owner" or "owner of Bonds" or any similar tenn, when used with respect to the Bonds, means any person in whose name a Bond is registered in the books of registration maintained by the Fiscal Agent. Participants. The tenn "Participants" means those broker-dealers, banks and other financial institutions trom time to time for which DTC holds Bonds as securities depository. Project Costs. The tenn "Project Costs" means all of the expenses of and incidental to the construction and/or acquisition of the Project, including Costs ofIssuance. 5 DOCSOC\940212v5\22707.0009 - Rebate Regulations. The tenn "Rebate Regulations" means the Treasury Regulations issued under Section 148(f) of the Code. Record Date. The tenn "Record Date" shall mean the fifteenth day of the month preceding an Interest Payment Date. Resolution. The tenn "this Resolution" shall mean, collectively, Resolution No. _ of the City Council, together with this Supplement to Resolution. Tax Certificate. The tenn "Tax Certificate" shall mean that certain certificate of such name executed by the City on the Closing Date with respect to the Bonds. Treasurer. The tenn "Treasurer" means the City Treasurer of the City. SECTION 2. Authorization to Issue. Bonds ofthe City in the sum of $ 1,900,000 shall be issued for the purpose stated in the proposition set out in the recitals hereof. Said Bonds are further issued pursuant to the provisions of Chapter 4 of Division 4 of Title 4 ofthe California Government Code (Sections 43600 et seq.,), as amended. Said Bonds shall be designated the "CITY OF ARROYO GRANDE GENERAL OBLIGATION BONDS, SERIES A OF 2003 (Fire Station Project)." The Series A of 2003 Bonds shall be issued in the fonn of fully registered bonds in the denomination of $5,000 each or any whole multiple thereof and shall mature on the dates and in the amounts, and shall bear interest at the rates, per annum, for each of the years as follows: 6 DOCSOC\940212v5\22707.0009 Year ( AUl!1lst 1) Principal Amount Interest Rate 2004 $ % 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 The Bonds shall bear interest at the rates set forth above, from the Closing Date, payable on February 1,2004 and thereafter semiannually on each August 1 and February 1. Each Bond shall bear interest until its principal sum has been paid; provided, however, that if funds are available for the payment thereof on such Bonds applicable maturity date, in full accordance with the terms of this Resolution, such Bond shall then cease to bear interest. The Bonds shall be numbered No. I and sequentially upwards and shall be dated as of the date of their authentication, except that Bonds issued upon exchanges and transfers of other Bonds shall be dated so that no gain or loss of interest shall result from the exchange or transfer. Interest on each Bond shall be paid by the Fiscal Agent by check mailed by first class mail, postage prepaid, on the Interest Payment Date to the Owner as his/her name and address appear on the register kept by the Fiscal Agent at the close of business on the applicable Record Date. At the request of any owner of at least $1,000,000 in aggregate principal amount of Bonds, interest on the Bonds will be paid by 7 DOCSOC\9402 \ 2,5122707.0009 wire transfer in immediately available funds if such request is made at least fifteen days before the Record Date for such payment, any such designation to remain in effect until withdrawn. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication with respect to which interest has been paid or provided for (unless (i) the date of authentication is prior to the first Record Date, in which event ftom the Closing Date, (ii) the date of authentication is after a Record Date and before the following Interest Payment Date, in which event it shall bear interest ftom such Interest Payment Date, or (iii) it is authenticated as of an Interest Payment Date, in which event it shall bear interest ftom such date) until the principal hereof shall have been paid. $ of proceeds ofthe Bonds ($ aggregate principal amount, without premium or accrued interest) shall be disbursed, as follows: $ to the Acquisition and Construction Fund for payment of Costs of Issuance $ to the Acquisition and Construction Fund for payment of project costs $ TOTAL SECTION 3. Place of Payment. The Bonds shall be payable in lawful money of the United States of America upon surrender thereof at the principal corporate trust office of the Fiscal Agent in Los Angeles, California. SECTION 4. Fiscal Agent. The initial Fiscal Agent for the Bonds shall be Wells Fargo Bank, National Association, Los Angeles, California. SECTION 5. Form of Bonds. The Bonds shall be substantially in the form attached hereto as Exhibit "A." Such form is hereby approved and adopted as the form of the Bonds and of the redemption, exchange, registration and assignment provisions pertaining to them, with necessary or appropriate variations, omissions, and insertions, as permitted or required by this Resolution. Any Bonds issued pursuant to this Resolution may be initially issued in temporary form exchangeable for definitive Bonds when the same are ready for delivery. The temporary Bonds may 8 DOCSOC\940212v5\l2707.0009 - be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City, shall be in fully registered form and may contain references to any of the provisions of this Resolution as may be appropriate. Every temporary Bond shall be executed by the City and be issued by the Fiscal Agent upon the same conditions and in substantially the same form and manner as the definitive fully registered bonds. If the City issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and, thereupon, the temporary Bonds shall be surrendered for cancellation at the principal office of the Fiscal Agent in Los Angeles, California, or at such other place in California as the City may approve. The Fiscal Agent shall deliver in exchange for the surrendered temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations of this same issue. Until exchanged, the temporary Bonds shall be entitled to the same benefits under this Resolution as definitive Bonds of this same issue. SECTION 6. Execution and Authentication of the Bonds. The Bonds shall be signed on behalf of the City by its Mayor and by its Treasurer by facsimile signatures and by its City Clerk, or authorized Deputy City Clerk, by facsimile signature, and the seal of the City shall be impressed, imprinted or reproduced thereon. The foregoing officers are hereby authorized and directed to sign the Bonds in accordance with this Section 6. If any City officer whose facsimile signature appears on the Bonds ceases to be an officer before delivery of the Bonds, his or her signature is as effective as ifhe or she had remained in office. The Fiscal Agent shall authenticate the Bonds on registration and/or exchange to effectuate the registration and exchange provisions set forth in Section 7 below; and only those Bonds that have endorsed on them a certificate of authentication, substantially in the form set forth in the form of Bond, duly executed by the Fiscal Agent, shall be entitled to any rights, benefits or security under this Resolution. No Bond shall be valid or obligatory for any purpose unless and until the certificate of authentication thereon has been duly executed by the Fiscal Agent. The certificate of the Fiscal Agent upon any Bond shall be conclusive and the only evidence required that the Bond has been duly 9 DOCSOC\9402I 2v5\22707.0009 - authenticated and delivered under this Resolution. The Fiscal Agent's certificate of authentication on any Bond shall be deemed to have been duly executed if signed by an authorized officer of the Fiscal Agent, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds that may be issued hereunder. SECTION 7. Registration, Transfers and Exchanges. Any Bond may, in accordance with its tenns, be transferred, upon the registration books required to be kept by the Fiscal Agent, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such fully registered Bond for cancellation, accompanied by delivery of a written instrument of transfer in a fonn approved by the Fiscal Agent, duly executed. Whenever any Bond or Bonds shall be surrendered for transfer, the Fiscal Agent shall authenticate and deliver a new Bond or Bonds of the same series and maturity, for the like aggregate principal amount of Bond or Bonds surrendered. Bonds may be exchanged at the principal corporate trust office of the Fiscal Agent in Los Angeles, California, for a like aggregate principal amount of Bonds of other authorized denominations of the same series and maturity. The person, finn or corporation requesting the transfer or exchange shall pay any costs or charges in connection with the transfer or exchange as are established by the Fiscal Agent, in addition to paying any tax or governmental charge that may be imposed in connection with the transfer or exchange. The Fiscal Agent shall not be required, however, to register a transfer or make an exchange of any Bond (i) during the 15 days before the selection of Bonds for redemption, or (ii) if such Bond has been called for redemption in whole or in part. SECTION 8. Registration Books. The Fiscal Agent will keep at its principal corporate trust office in Los Angeles, California, or at such other place as the City may approve, sufficient books for the registration and transfer of the Bonds. The books shall at all times be open to inspection by the City; and, upon presentation for such purpose, the Fiscal Agent shall under such reasonable 10 DOCSOC\940212v5\22707.0009 - regulations as it may prescribe, register or transfer, or cause to be registered or transferred, on the register, the Bonds as hereinbefore provided. Optional Redemption. The Bonds maturing on or after August 1,2013 are subject, at the option of the City, to redemption prior to their stated maturities in whole or in part on any date commencing August 1,2012, selected among maturities, if in parts as nearly as practicable on a pro- rata basis, and by lot within a maturity, at the following redemption prices, expressed as a percentage of the principal amount thereof, together with accrued interest to the date fixed for redemption: Redemption Dates Redemption Price August 1,2012 through July 31,2013 101% August 1, 2013 through July 31, 2014 100.5 August 1, 2014 and thereafter 100 Ifless than all of the Bonds outstanding are to be redeemed, the portion of any Bond of a denomination of more than $5,000 to be redeemed shall be in the principal amount of$5,000 or an integral multiple thereof, and, in selecting portions of such Bond for redemption, the Fiscal Agent shall treat each such Bond as representing that number of Bonds of $5,000 denominations which is obtained by dividing the principal amount of such Bond to be redeemed in part by $5,000. The Fiscal Agent shall promptly notify the City in writing of the Bonds, or portions thereof, selected for redemption. The Fiscal Agent shall further provide written notice to bondholders of all Bonds to be redeemed pursuant to this section by first class mail within sixty (60) days, but in no event later than thirty (30) days prior to the date of such redemption. The date on which the Bonds which are called for redemption are to be presented for redemption is herein sometimes called the "redemption date." The notice of redemption shall (a) state the redemption date; (b) state the redemption price; (c) state the dates of maturity of the Bonds and, if less than all of any such maturity is called for redemption the distinctive numbers of the Bonds of such maturity to be redeemed, and in the case of 11 DOCSOC\94Q2I 2v5\22707 .0009 - Bonds redeemed in part only, the respective portions of the principal amount thereof, to be redeemed; (d) state the CUSIP number, if any, of each Bond to be redeemed; (e) give notice that further interest on such Bonds will not accrue after the designated redemption date; and (f) any other descriptive information regarding the Bonds needed to identify accurately the Bonds being redeemed. The actual receipt by the Owner of notice of such redemption shall not be a condition precedent to redemption, and failure to receive such notice shall not affect the validity of the proceedings for the redemption of such Bonds or the cessation of interest on the date fixed for redemption. At least twenty- five (25) days before the redemption date, notice shall also be given (i) registered or certified mail, postage prepaid, (ii) confirmed facsimile transmission or (iii) overnight delivery service, to The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Facsimile transmission: (516) 227-4039, (516) 227-4190 and in accordance with then current guidelines of the Securities and Exchange Commission, to any other firm or service regularly providing information with respect to the redemption of Bonds designated to the Fiscal Agent by the City. Prior to the time the City Council determines to call and redeem any of the Bonds, the Fiscal Agent shall establish a Redemption Fund to be described or known as the "City of Arroyo Grande (Fire Station Project) Redemption Fund" and prior to or on the redemption date there must be set aside in said Redemption Fund moneys available for the purpose and sufficient to redeem as in this Supplemental Resolution provided, the Bonds designated in said notice of redemption. Said moneys must be set aside in said fund solely for that purpose and shall be applied on or after the redemption date to payment for the Bonds to be redeemed upon presentation and surrender of such Bonds, and shall be used only for that purpose. Any interest due on or prior to the redemption date shall be paid 12 IXJCSOC\940212v5U2707.0009 - /Tom the Debt Service Fund as provided in Section 12 hereof. If, after all of the Bonds have been redeemed and cancelled or paid and cancelled, there are moneys remaining in said Redemption Fund, said moneys shall be transferred to the general fund of the City; provided, however, that if said moneys are part of the proceeds of refunding bonds, said moneys shall be transferred to the fund created for the payment of principal of and interest on such refunding bonds. When notice of redemption has been given, substantially as provided for herein, and when the amount necessary for the redemption of the Bonds called for redemption (principal and premium, if any) is set aside for that purpose in said Redemption Fund, as provided for herein, the Bonds designated for redemption shall become due and payable on the date fixed for redemption thereof, and upon presentation and surrender of said Bonds at the place specified in the notice of redemption, such Bonds shall be redeemed and paid at said redemption price out of said Redemption Fund, and no interest will accrue on such Bonds called for redemption after the redemption date specified in such notice, and the owners of said Bonds so called for redemption after such redemption date shall look for the payment of such Bonds only to said Redemption Fund. All Bonds redeemed shall be cancelled forthwith by the Fiscal Agent and shall not be reissued. SECTION 9. Acquisition and Construction Fund. (a) The proceeds of the sale of the Bonds identified in Section 2 for deposit into the Acquisition and Construction Fund shall be deposited with the Fiscal Agent to the credit ofthe "City of Arroyo Grande (Fire Station Project) Acquisition and Construction Fund," shall be kept separate and distinct /Tom all other funds of the Fiscal Agent, and the moneys in said fund shall be applied exclusively to pay Project Costs, except as provided in the provisions of Chapter 4 of Division 4 of Title 4 of the California Government Code (Sections 43600 et seq.). (b) The Fiscal Agent at the direction of the City shall disburse moneys in the Acquisition and Construction Fund /Tom time to time to pay the Project Costs. 13 DOCSOC\940212v5\22707.0009 .- SECTION 10. Rebate Fund. The Fiscal Agent shall establish the Rebate Fund and the Fiscal Agent shall comply with the requirements below at the written direction of the City. All money at any time deposited in the Rebate Fund shall be held by the Fiscal Agent in trust, for payment to the United States Treasury. All amounts on deposit in the Rebate Fund shall be governed by this Section and the Tax Certificate, unless the City obtains an opinion of Bond Counsel that the exclusion from gross income of interest on the Bonds shall not be adversely affected for federal income tax purposes if such requirements are not satisfied. (a) Annual Computation. Within 55 days of the end of each Computation Year with respect to the Bonds, the City shall calculate or cause to be calculated the amount of rebatable arbitrage, in accordance with Section 148(t)(2) ofthe Code and Section 1.148-3 of the Rebate Regulations (taking into account any applicable exceptions with respect to the computation of the rebatable arbitrage, described, if applicable, in the Tax Certificate (e.g., the temporary investments exceptions of Section 148(t)(4)(B) and (C) of the Code), and taking into account whether the 1-1/2% Penalty has been elected), for this purpose treating the last day of the applicable Computation Year as a computation date, within the meaning of Section 1.148-I(b) of the Rebate Regulations (the "Rebatable Arbitrage"). The City shall obtain expert advice as to the amount of the Rebatable Arbitrage to comply with this Section. (b) Annual Transfer. Within 55 days of the end of each applicable Computation Year with respect to the Bonds, an amount shall be transferred by the City to be deposited to the Rebate Fund from any legally available funds, including the other funds and accounts established herein, so that the balance in the Rebate Fund shall equal the amount of Reba table Arbitrage so calculated in accordance with clause (i) of this Subsection (a). In the event that immediately following the transfer required by the previous sentence, the amount then on deposit to the credit of the Rebate Fund exceeds the amount required to be on deposit therein, the Director of Financial 14 DOCSOC\9402I 2v5\22707.0009 -, Services shall withdraw the excess trom the Rebate Fund and then credit the excess to the Debt Service Fund. (c) Payment to the Treasury. The City shall pay to the United States Treasury, out of amounts in the Rebate Fund: (X) Not later than 60 days after the end of (A) the fifth Computation Year with respect to the Bonds, and (B) each applicable fifth Computation Year thereafter, an amount equal to at least 90% of the Rebatable Arbitrage calculated as of the end of such Computation Year; and (Y) Not later than 60 days after the payment of all the Bonds, an amount equal to 100% of the Rebatable Arbitrage calculated as of the end of such applicable Computation Year, and any income attributable to the Rebatable Arbitrage, computed in accordance with Section 148(f) of the Code. In the event that, prior to the time of any payment required to be made trom the Rebate Fund, the amount in the Rebate Fund is not sufficient to make such payment when such payment is due, the City shall calculate or cause to be calculated the amount of such deficiency and deposit an amount received trom any legally available source, including the other funds and accounts established herein, equal to such deficiency in the Rebate Fund prior to the time such payment is due. Each payment required to be made pursuant to this Subsection (1) shall be made to the Internal Revenue Service Center, Ogden, Utah 8420 I on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Fonn 8038- T prepared by the City, or shall be made in such other manner as provided under the Code. The Fiscal Agent shall be deemed conclusively to have complied with such provisions if it follows the directions of the City and shall have no liability or responsibility to enforce compliance by the City with the tenns of the guidelines for compliance for Rebate. 15 DOCSOC\9402I 2v5\22707,00Q9 - (d) Disposition of Unexpended Funds. Any funds remaining in the Rebate Fund after redemption and payment of the Bonds and the payments described in Subsection (I), may be utilized in any manner by the City. (e) Survival of Defeasance. Notwithstanding anything in this Section or the Resolution to the contrary, the obligation to comply with the requirements of this Section shall survive the defeasance of the Bonds. SECTION II. Security/Debt Service Fund. The City Council, so far as is practicable, shall fix such rate or rates for a tax to be levied in the City as will result in revenues which will pay the interest on the Bonds, and provide a sinking or other fund for the payment of the principal of the Bonds as such principal may become due. If the revenues of the City are, or in the judgment of the City Council will probably be, inadequate for any cause to pay the principal of or interest on the Bonds as said principal and interest become due, and the amounts above set forth, the City Council must cause a tax to be levied, as provided in the provisions of Chapter 4 of Division 4 ofTitIe 4 of the California Government Code (Sections 43600 et seq.), sufficient to provide for such deficit and to pay the amount of such principal and interest as will become due before the proceeds of a tax levied at the next general tax levy will be available. The City Council shall detennine the fiscal year for all of the amounts above set forth, and shall fix the rate or rate of tax to be levied which will raise the amounts of money required by the City for such purposes, and as required by the provisions of Chapter 4 of Division 4 ofTitIe 4 of the California Government Code (Sections 43600 et seq.), the City Council shall certifY to the County Auditor of the County of San Luis Obispo (the "Auditor") the rate or rates so fixed and shall furnish to the Auditor a statement in writing containing the following: (a) an estimate of the minimum amount of money required to be raised by taxation during the fiscal year for the payment of the principal of and interest on the Bonds, as will become due before the proceeds of a tax levied at the next general tax levy will be available; (b) an estimate of the minimum amount of money required to be raised by taxation during the fiscal year for all other 16 DOCSOC\940212vSYl2707.0009 - purposes of the City; and (c) any other items required by the provisions of Chapter 4 of Division 4 of Title 4 of the California Government Code (Sections 43600 et seq.). The Auditor shall compute and enter in the county assessment roll the respective sums to be paid as a City tax on the property within the City using the rate or rates oflevy as fixed by the City Council and the assessed value as found on the assessment roll for the property subject to the tax. It shall be the duty of all county officers charged with the duty of collecting taxes to collect such tax in time, fonn and manner as county taxes are collected and when collected to pay the same to the City. All such taxes for the payment of principal and interest on the Bonds shall be established, levied and collected as provided in the provisions of Chapter 4 of Division 4 of Title 4 of the California Government Code (Sections 43600 et seq.). All moneys derived ftom such taxes and all other moneys allocated and designated for payment of said Bonds and the interest thereon shall be placed in a fund of the City and designated "City of Arroyo Grande (Fire Station Project) Debt Service Fund" (the "Debt Service Fund"), shall be kept separate and apart ftom all other funds of the City, and until all of said Bonds and all interest thereon have been fully paid (or defeased) the moneys in said fund shall be used for no other purpose than the payment of said Bonds and the interest thereon; provided, however, that when all of the principal and interest on all of the Bonds have been paid, any balance of money then remaining in said funds shall be transferred to the general fund of the City. Interest earned on the investment of monies in the Debt Service Fund shall be retained in the Debt Service Fund and used by the City to pay principal and interest on the Bonds when due. The Director of Financial Services shall transfer available monies ftom the Debt Service Fund to the Fiscal Agent in amounts sufficient and at such time as are necessary to promptly pay principal and interest on the Bonds as such shall become due; and the Fiscal Agent shall establish a fund designated the "City of Arroyo Grande (Fire Station Project) Bond Fund" (the "Bond Fund") for 17 OOCSOCl9402 \2v5\22707.0009 ._" such purpose and shall make payments to the bondholders of principal and interest on the Bonds as such shall become due. SECTION 12. Investments. (a) Moneys in the Acquisition and Construction Fund shall be invested in Authorized Investments which will by their tenns mature, or in the case of an Investment Agreement are available without penalty, as close as practicable to the date the City estimates the moneys represented by the particular investment will be needed for withdrawal from the Acquisition and Construction Fund. Earnings on investments of monies in the Acquisition and Construction Fund shall be retained therein and applied in accordance with authorized uses thereof and applicable law. (b) Moneys in the Debt Service Fund and the Bond Fund shall be invested only in Authorized Investments which will by their terms mature, or in the case of an investment agreement are available for withdrawal without penalty, on such dates so as to ensure the payment of principal of, premium, if any, and interest on the Bonds as the same become due. The Fiscal Agent shall be under no obligation to invest moneys in the Bond Fund except on the written instruction of the Director of Financial Services. Investment earnings, if any, in the Bond Fund in excess of amounts held for the benefit of Owners shall be returned to the City for deposit in the Debt Service Fund. In the event that an Authorized Representative of the City does not so direct the Fiscal Agent, the Fiscal Agent shall invest such funds and accounts in the Authorized Investments described in paragraph A of the definition contained herein. The City and the Fiscal Agent, at the direction of the City, shall sell at the best price obtainable, or present for redemption, any obligations so purchased whenever it may be necessary to do so in order to provide moneys to meet any payment or transfer to such funds and accounts or from such funds land accounts. For the purpose of determining at any given time the balance in any such funds, any such investments constituting a part of such funds and accounts shall be valued at their 18 DOCSOC\940212v5\22707.0009 - market value. Notwithstanding anything herein to the contrary, the Fiscal Agent shall not be responsible for any loss &om investments, sales or transfers undertaken in accordance with the provisions ofthis Resolution. SECTION 13. Tax Covenants. City hereby covenants and agrees with the owners of the Bonds to take no action or re&ain &om taking any action which, in the opinion of Bond Counsel, would result in the interest received by the Owners being includable in gross income for federal income tax purposes. In order to preserve the exclusion &om gross income of interest on the Bonds for federal income tax purpose, the City covenants to comply with all applicable requirements of the Code, and any Regulations which are necessary to preserve such exclusion &om gross income and specifically covenants, without limiting the generality of the foregoing, that: (a) Private Activity. The City will take no action or retrain &om taking any action or make any use of the proceeds of the Bonds issued on a tax-exempt basis or of any other monies or property which would cause the Bonds issued on a tax-exempt basis to be "private activity bonds" within the meaning of Section 141 of the Code; (b) Arbitrage. The City will make no use ofthe proceeds of the Bonds issued on a tax-exempt basis or of any other amounts or property, regardless of the source, or take any action or retrain &om taking any action which will cause the Bonds issued on a tax-exempt basis to be "arbitrage bonds" within the meaning of Section 148 of the Code; (c) Federal Guaranty. The City will make no use of the proceeds of the Bonds issued on a tax-exempt basis or take or omit to take any action that would cause the Bonds issued on a tax-exempt basis to be "federally guaranteed" within the meaning of Section 149(b) of the Code; (d) Information Reporting. The City will take or cause to be taken all necessary action to comply with the informational reporting requirement of Section 149(e) of the Code; (e) Hedge Bonds. The City will make no use of the proceeds of the Bonds issued on a tax-exempt basis or any other amounts or property, regardless of the source, or take any action 19 DOCSQC\940212v5\22707.0009 -.. or reftain ftom taking any action that would cause either the Bonds issued on a tax-exempt basis to be considered "hedge bonds" within the meaning of Section l49(g) of the Code unless the City takes all necessary action to assure compliance with the requirements of Section l49(g) of the Code to maintain the exclusion ftom gross income of interest on the Bonds issued on a tax-exempt basis for federal income tax purposes; and (t) Miscellaneous. The City will take no action or retrain ftom taking any action inconsistent with its expectations stated in that certain Tax Certificate executed by the City in connection with each issuance of Bonds issued on a tax-exempt basis and will comply with the covenants and requirements stated therein and incorporated by reference herein. SECTION 14. Book-Entry Only System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (in print or typewritten fonn). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond Register kept by the Fiscal Agent for the Bonds in the name of Cede & Co., as nominee of DTC or such nominee as DTC shall appoint in writing. The representatives of the City and the Fiscal Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Resolution to qualify the Bonds for the Depository's book-entry system, including the execution of the Depository's required representation letter. With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, neither the City nor the Fiscal Agent shall have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds Bonds as Depository ftom time to time (the "DTC Participants") or to any person for which a DTC Participant acquires an interest in the Bonds (the "Beneficial Owners"). Without limiting the immediately preceding sentence, neither the City nor the Fiscal Agent shall have any responsibility or obligation with 20 DQCSQC\940212v5'J2707.0009 - respect to (i) the accuracy of the records ofDTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the City elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any amount with respect to the principal of or interest on the Bonds, or (v) any consent given or other action taken by the Depository as Owner ofthe Bonds; except that so long as any Bond is registered in the name of Cede & Co., as nominee ofDTC, anyone representing themselves to be the Beneficial Owner of $1,000,000 or more in aggregate principal amount of Bonds who has filed a written request to receive notices, containing such Beneficial Owner's name and address, with the Fiscal Agent shall be provided with all notices relating to such Bonds by the Fiscal Agent. Except as set forth above, the Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond for which DTC is acting as Depository for the pUIpose of payment of the principal of and interest on such Bonds, for the purpose of giving notices of prepayment and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall pay all principal of and interest on the Bonds only to or upon the order of the Owners as shown on the Bond Register, and all such payments shall be valid and effective to fully satisfY and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the sums or sums so paid. No person other than an Owner, as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions hereof, references to "Cede & Co." in this Section 15 shall refer to such new nominee ofDTC. 21 DOCSOC\940212vS\22707.0009 -- DTC may detennine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Fiscal Agent during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The City may tenninate the services of DTC with respect to the Bonds if it detennines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners, and the City shall mail notice of such tennination to the Fiscal Agent. Upon the tennination of the services ofDTC, as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary tenns, or if the City detennines that it is in the best interest of the Beneficial Owners of the Bonds that they be able to obtain certificated Bonds, the Bonds shall no longer be restricted to being registered in the Bond Register of the Fiscal Agent in the name of Cede & Co., as nominee ofDTC, but may be registered in whatever name or name the Owners shall designate at that time, in accordance with Section 15. To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 15, the Bonds will be delivered to such Beneficial Owners as soon as practicable. SECTION 15. Defeasance. The Bonds may be defeased in whole or in part prior to maturity by irrevocably depositing with the Director of Financial Services (or an entity designated by the Director of Financial Services to act as escrow agent with respect thereto): (a) An amount of cash which together with amounts then on deposit in the Debt Service Fund, is sufficient, without reinvestment, to pay and discharge all or part of the Bonds outstanding (including all principal, interest and premium, if any) at or before their stated maturity date; or 22 DOCSQC\9402 \ 2v5'22707 .0009 .- (b) Federal Securities (as hereinafter defined) not subject to calI, together with cash, if required, in such amount as will, without reinvestment, in the opinion of an independent certified public accountant, together with interest to accrue thereon and moneys then on deposit in the Debt Service Fund together with the interest to accrue thereon, be fuIly sufficient to pay and discharge all of the corresponding Bonds (including all principal and interest and premium, if any) to be defeased at or before their stated maturity date; then, notwithstanding that any of the Bonds shaIl not have been surrendered for payment, all obligations of the City with respect to all said outstanding Bonds shaIl cease and tenninate, except only the obligation of the City to payor cause to be paid from funds deposited pursuant to paragraphs (a) or (b) of this Section, to the owners of said Bonds not so surrendered and paid all sums due with respect thereto; provided that the City shaIl have received an opinion of bond counsel for said Bonds, that said Bonds have been defeased. For purposes of this Section, "Federal Securities" shaIl mean any ofthe foIlowing which at the time are legal investments under the laws of the State of California for the moneys proposed to be invested therein: (i) United States Obligations (as hereinafter defined) (including the Department of the Treasury ofthe United States of America); and (ii) Pre-refunded fixed interest rate municipal obligations meeting the foIlowing conditions: (a) the municipal obligations are not subject to redemption prior to maturity, or the Fiscal Agent has been given irrevocable instructions concerning their caIling and redemption and the issuer has covenanted not to redeem such obligations other than as set forth in such instructions; (b) the municipal obligations are secured by cash and/or United States Obligations, which obligations may be applied only to interest, principal, and premium, payments of such municipal obligations; (c) the principal of and interest on the United States Obligations (plus any cash in the escrow fund) are sufficient to meet the liabilities of the municipal 23 DOCSOC\940212v5\22707.0009 - obligations; (d) the United States Obligations serving as security for the municipal obligations are held by an escrow agent or Fiscal Agent; (e) the United States Obligations are not available to satisfY any other claims, including those against the Fiscal Agent or escrow agent; and (f) the municipal obligations are rated AAA by S&P and Aaa by Moody's. For purposes of this Section, "United States Obligations" shall mean: (I) Direct and general obligations of the United States of America, or obligations that are unconditionally guaranteed as to principal and interest by the United States of America; or (2) The interest component of Resolution Funding Corp. (REFCORP) strips which have been stripped by request to the Federal Reserve Bank of New York in book-entry fonn. SECTION 16. Supplemental Resolutions. (a) This Resolution, and the rights and obligations of the City and ofthe Owners of the Bonds issued hereunder, may be modified or amended at any time by a supplemental resolution adopted by the City with the written consent of Owners owning at least 60% in aggregate principal amount of the outstanding Bonds, exclusive of Bonds, if any, owned by the City; provided, however, that no such modification or amendment shall, without the express consent of the Owner of each Bond affected, reduce the principal amount of any Bond, reduce the interest rate payable thereon, advance the earliest redemption date thereof, extend its maturity or the times for paying interest thereon or change the monetary medium in which principal and interest is payable, nor shall any modification or amendment reduce the percentage of consents required for amendment or modification. No such supplemental resolution shall change or modifY any of the rights or obligations of any Fiscal Agent without its written assent thereto. Notwithstanding anything herein to the contrary, no such consent shall be required if the Owners are not directly and adversely affected by such amendment or modification. 24 DOCS0C\9402I 2vS\22707 _0009 (b) This Resolution, and the rights and obligations of the City and ofthe Owners of the Bonds issued hereunder, may be modified or amended at any time by a supplemental resolution adopted by the City without the written consent of the Owners; (i) To add to the covenants and agreements of the City in this Resolution, other covenants and agreements to be observed by the City which are not contrary to or inconsistent with this Resolution as theretofore in effect; (ii) To add to the limitations and restrictions in this Resolution, other limitations and restrictions to be observed by the City which are not contrary to or inconsistent with this Resolution as theretofore in effect; (iii) To confirm as further assurance any pledge under, and the subjection to any lien or pledge created or to be created by, this Resolution, of any moneys, securities or funds, or to establish any additional funds or accounts to be held under this Resolution; (iv) To cure any ambiguity, supply any omission, or cure to correct any defect or inconsistent provision in this Resolution; or (v) To amend or supplement this Resolution in any other respect, provided such supplemental resolution does not adversely affect the interests of the Owners. (c) Any act done pursuant to a modification or amendment so consented to shall be binding upon the Owners of all the Bonds and shaIl not be deemed an infringement of any ofthe provisions of this Resolution, whatever the character of such act may be, and may be done and performed as fuIly and freely as if expressly permitted by the terms of this Resolution, and after consent relating to such specified matters has been given, no Owner shaIl have any right or interest to object to such action or in any manner to question the propriety thereof or to enjoin or restrain the City or any officer or agent of the City from taking any action pursuant thereto. 25 DOCSOC\940212v5\22107 .0009 - SECTION 17. Resolution to Constitute Contract. In consideration of the purchase and acceptance of any and all of the Bonds authorized to be issued hereunder by those who shall own the same trom time to time, this Resolution shall be deemed to be and shall constitute a contract by and between the City and the Owners from time to time of the Bonds; and the pledge made in this Resolution shall be for the equal benefit, protection and security of the Owners of any and all of the Bonds, all of which, regardless of the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof. SECTION 18. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of its obligations under its Continuing Disclosure Agreement to be executed and delivered by the City in connection with the issuance ofthe Bonds. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, any Owner or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific perfonnance by court order, to cause the City to comply with its obligations under this Section 17. For purposes of this Section, "Beneficial Owner" means any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intennediaries). 26 DOCSOC\9402I 2v5\22707.0009 SIGNED AND APPROVED as ofthis 1st day of February, 2003. CITY OF ARROYO GRANDE [SEAL] By: Its: Mayor A TrEST: City Clerk APPROVED AS TO FORM: Special Counsel 27 DOCSOC\940212v5122707 -<1009 .~ EXHffiIT A R- $ UNITEDSTATESOFAME~CA STATE OF CALIFORNIA COUNTY OF SAN LUIS OBISPO CITY OF ARROYO GRANDE GENERAL OBLIGA nON BOND SERIES A OF 2003 (FIRE STATION PROJECT) INTEREST RATE MATU~TY DATE DATED DATE CUSIP NO. _% August 1,_ ,2003 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: AND NO/IOO DOLLARS THE CITY OF ARROYO GRANDE, a municipal corporation situated in the County of San Luis Obispo, State of California (the "City"), duly organized and existing under and by virtue of the Constitution and laws of the State of California, hereby acknowledges its indebtedness and promises to pay to the registered owner named above or registered assigns (the "Registered Owner"), the Principal Amount stated above on the Maturity Date stated above, and to pay such registered owner by check mailed by first class mail, postage prepaid, thereto at its address as it appears on the register kept by the Fiscal Agent at the close of business on the fifteenth day of the month preceding the Interest Payment Date (as hereinafter defined) (the "Record Date"), or, at the request of an owner of in excess of $1 ,000,000 aggregate principal amount of bonds, by wire transfer, interest on such principal amount on each February I and August I, commencing February 1,2004 (each, an "Interest Payment Date") next preceding the date of authentication (unless (i) the date of authentication is prior to the first Record Date in which event from the Dated Date shown above, (ii) the date of A-I DOCSOC\9402I 2vS'a2707 .0009 authentication is after a Record Date and before the following Interest Payment Date in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated as of an Interest Payment Date, in which event it shall bear interest trom such date until the Principal Amount hereof shall have been paid or provided for in accordance with the Resolution hereinafter referred to, at the interest rate stated above, payable on each Interest Payment Date. Principal and any premium upon the redemption prior to the maturity of all or part hereof are payable at the principal corporate trust office of Wells Fargo Bank, National Association, Fiscal Agent for the Bonds, in Los Angeles, California. All such amounts are payable in lawful money of the United States of America. Capitalized terms used herein and not defined shall have the meanings given such terms in the Resolution (as hereinafter defined). The principal of and interest on the Bonds may be paid wm taxes levied for the payment thereof, which taxes shall be levied exclusively upon the taxable property in the City. This Bond is issued in fully registered form. It may be exchanged for a like aggregate principal amount of bonds of other authorized denominations of the same series and maturity, all as more fully set forth in the Resolution ofIssuance ofthe City adopted on January 28, 2003, Resolution No. _ and the Supplement to Resolution No. _ dated as of February 1,2003, executed in connection therewith (collectively, the "Resolution"). This Bond is transferable by the Registered Owner hereof, in person or by its attorney duly authorized in writing, at the principal corporate trust office ofthe Fiscal Agent in Los Angeles, California, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, upon surrender and cancellation of this Bond. Upon such transfer a new registered Bond of authorized denomination or denominations for the same aggregate principal amount of the same series and maturity will be issued to the transferee in exchange therefor. Bonds maturing on or after August 1,2013 are subject, at the option of the City, to redemption prior to their stated maturities in whole or in part on any date commencing August 1, A-2 OOCSOC\940212v5\22707.0009 2012, selected among maturities, ifin parts as nearly as practicable on a pro-rata basis, and by lot within a maturity, at the following redemption prices, expressed as a percentage ofthe principal amount thereof, together with accrued interest to the date fixed for redemption: Redemption Dates Redemption Price August 1,2012 through July 31,2013 101% August 1,2013 through July 31,2014 100.5 August 1,2014 and thereafter 100 The City and the Fiscal" Agent may treat the Registered Owner hereof as the absolute owner hereoffor all purposes, and the City and the Fiscal Agent shall not be affected by any notice to the contrary. This Bond shall not be entitled to any benefit under the Resolution, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by the Fiscal Agent. It is hereby recited, certified and declared that the total amount of indebtedness of the City, including the amount of this Bond, is within the limit provided by law and that any and all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond exist, have happened and have been performed in due time, form and manner as required by the Constitution and laws of the State of California. A-3 DOCSOC\940212v5122707 _0009 IN WITNESS WHEREOF, THE CITY OF ARROYO GRANDE has caused this Bond to be signed by the Mayor and the Treasurer of said City, and countersigned by the City Clerk of said City, by their facsimile signatures. CITY OF ARROYO GRANDE By: Its: Mayor By: Its: Treasurer COUNTERSIGNED: City Clerk ofthe City of Arroyo Grande [FORM OF CERTIFICATE OF AUTHENTICATION] This is one of the fully registered Bonds described in the within-mentioned Resolution. Date of Authentication: ,2003 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Fiscal Agent By: Its: Authorized Signatory A-4 DOCSOC\9402I 2v5122707.0009 [FORM OF ASSIGNMENT] For value received, the undersigned doe es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Socia] Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises. Dated: Signature Guarantee: Notice: Signature(s) must be guaranteed by a Notice: The signature on this assignment must qualified guarantor. 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. A-5 DOCSQC\940212v5\22707.0009 RESOLUTION NO. 3648 OFFICIAL CERTIFICATION I, KELLY WETMORE, Director of Administrative ServiceslDeputy City Clerk of the City of Arroyo Grande, County of San Luis Obispo, State of California, do hereby certify under penalty of perjury, that Resolution No. 3648 is a true, full, and correct copy of said Resolution passed and adopted at a special meeting of the City Council of the City of Arroyo Grande on the 28th day of January, 2003. WITNESS my hand and the Seal of the City of Arroyo Grande affixed this 31st day of January, 2003. ~{ttLOiU- RE, DIRECTOR OF ADMINISTRATIVE SERVICESI DEPUTY CITY CLERK