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HomeMy WebLinkAboutTC Res 2010-08-25 (2)RESOLUTION NO. 46-2010 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TIBURON AUTHORIZING ISSUANCE OF SUBORDINATE LIEN LIMITED OBLIGATION IMPROVEMENT BONDS AND DIRECTING RELATED ACTIONS Del Mar Valley 2010 Supplemental Utility Undergrounding Assessment District Adopted August 25, 2010 TABLE OF CONTENTS ARTICLE I Page DEFINITIONS; GENERAL Section 1.01. DEFINITIONS ......................................................................................................................2 Section 1.02. UNPAID ASSESSMENTS ....................................................................................................8 Section 1.03. EQUAL SECURITY ..............................................................................................................8 ARTICLE II THE BONDS Section 2.01. BONDS AUTHORIZED ........................................................................................................8 Section 2.02. TERMS OF BONDS .............................................................................................................9 Section 2.03. REDEMPTION .....................................................................................................................9 Section 2.04. FORM OF BONDS .............................................................................................................11 Section 2.05. EXECUTION AND AUTHENTICATION OF BONDS ..........................................................11 Section 2.06. TRANSFER OR EXCHANGE OF BONDS .........................................................................12 Section 2.07. BOND REGISTER .............................................................................................................12 Section 2.08 TEMPORARY BONDS .......................................................................................................12 Section 2.09. BONDS MUTILATED, LOST, DESTROYED OR STOLEN ...............................................12 ARTICLE III ISSUANCE OF BONDS Section 3.01. ISSUANCE AND SALE OF BONDS 13 Section 3.02. PLEDGE OF ASSESSMENTS AND FUNDS 13 Section 3.03. LIMITED OBLIGATIONS 13 Section 3.04. NO ACCELERATION 13 Section 3.05. REFUNDING OF BONDS Section 3.06. EXECUTION AND DELIVERY OF DOCUMENTS 13 Section 3.07. BOND PURCHASE CONTRACT 14 Section 3.08. PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT 14 Section 3.09. CONTINUING DISCLOSURE CERTIFICATE 14 Section 3.10. BOND SALE AND DELIVERY 14 Section 3.11. ACTIONS APPROVED 15 ARTICLE IV FUNDS AND ACCOUNTS Section 4.01. APPLICATION OF PROCEEDS OF THE BONDS .............................................................15 Section 4.02. COSTS OF ISSUANCE FUND ...........................................................................................15 Section 4.03. REDEMPTION FUND ........................................................................................................15 Section 4.04. RESERVE FUND ...............................................................................................................16 Section 4.05. IMPROVEMENT FUND .....................................................................................................17 ARTICLE V COVENANTS Section 5.01 COLLECTION OF SUPPLEMENTAL ASSESSMENTS .....................................................18 Section 5.02. FORECLOSURE ................................................................................................................19 Section 5.03. PUNCTUAL PAYMENT; COMPLIANCE WITH DOCUMENTS ....20 Section 5.04. NO PRIORITY FOR ADDITIONAL OBLIGATIONS ....20 Section 5.05. FURTHER ASSURANCES ....20 Section 5.06. PRIVATE ACTIVITY BOND LIMITATION ....20 Section 5.07. FEDERAL GUARANTEE PROHIBITION ....20 Section 5.08. NO ARBITRAGE ....20 Section 5.09. REBATE REQUIREMENT ....21 Section 5.10. YIELD OF THE BONDS ....21 Section 5.11. AMENDMENT ....21 Section 5.12. MAINTENANCE OF TAX-EXEMPTION .............................................................................21 Section 5.13. CONTINUING DISCLOSURE ............................................................................................21 ARTICLE VI INVESTMENT OF FUNDS Section 6.01. DEPOSIT AND INVESTMENT OF MONEYS IN FUNDS ...................................................21 Section 6.02. ACQUISITION, DISPOSITION AND VALUATION OF INVESTMENTS .............................22 Section 6.03. LIABILITY OF TOWN .........................................................................................................22 Section 6.04. EMPLOYMENT OF PAYING AGENTS BY TOWN ............................................................23 ARTICLE VII MODIFICATION OR AMENDMENT Section 7.01. AMENDMENTS PERMITTED ............................................................................................23 Section 7.02. OWNERS MEETINGS Section 7.03. PROCEDURE FOR AMENDMENT WITH WRITTEN CONSENT OF OWNERS ...............24 Section 7.04. DISQUALIFIED BONDS ....................................................................................................25 Section 7.05. EFFECT OF SUPPLEMENTAL RESOLUTION .................................................................25 Section 7.06. ENDORSEMENT OR REPLACEMENT OF BONDS ISSUED AFTER AMENDMENT ....................................................................................................................25 Section 7.07. AMENDATORY ENDORSEMENT OF BONDS .................................................................25 ARTICLE VIII MISCELLANEOUS Section 8.01. BENEFITS OF AGREEMENT LIMITED TO PARTIES .......................................................25 Section 8.02. SUCCESSOR AND PREDECESSOR ...............................................................................25 Section 8.03. DISCHARGE OF RESOLUTION ........................................................................................26 Section 8.04. EXECUTION OF DOCUMENTS AND PROOF OF OWNERSHIP .....................................26 Section 8.05. WAIVER OF PERSONAL LIABILITY .................................................................................26 Section 8.06. NOTICES AND DEMANDS ................................................................................................27 Section 8.07. PARTIAL INVALIDITY ........................................................................................................27 Section 8.08. UNCLAIMED MONEYS .....................................................................................................27 Section 8.09. APPLICABLE LAW ............................................................................................................27 Section 8.10. CONFLICT WITH 1913 ACT ..............................................................................................27 Section 8.11. CONCLUSIVE EVIDENCE OF_R~GULARITY; VALIDITY Section 8.12. PAYMENT ON BUSINESS DAY ........................................................................................27 Section 8.13. REPEAL OF INCONSISTENT RESOLUTIONS .................................................................28 Section 8.14. CONSULTANTS ................................................................................................................28 Section 8.15. CERTIFIED COPIES ..........................................................................................................28 Section 8.16. EFFECTIVE DATE OF THE RESOLUTION .......................................................................28 EXHIBIT A FORM OF BOND RESOLVED by the Town Council (this "Council") of the Town of Tiburon (the "Town"), County of Marin (the "County"), State of California, that: WHEREAS, by its Resolution No. 33-2005, adopted on July 13, 2005 (the "2005 Bond Resolution"), this Council authorized the issuance of limited obligation improvement bonds (the "Prior Bonds") upon the security of the unpaid assessments (the "Prior Assessments") of the Town's Del Mar Valley Utility Undergrounding Assessment District (the "Prior Assessment District"); and WHEREAS, following the issuance and sale of the Prior Bonds, construction bids were received in March, 2006, and the low bid received was for a contract price exceeding the proceeds available from sale of the Prior Bonds to finance the utility undergrounding project (the "Original Project"), with the result that implementation of the Original Project has not proceeded due to lack of sufficient funding; and WHEREAS, in settling litigation pertaining to the Original Assessment District, the Town has reduced the area of the Prior Assessment District (hereafter the "Reduced Prior Assessment District"), has discharged the assessment obligation of those parcels which have been deleted from the Prior Assessment District, has correspondingly reduced the scope of the Original Project to conform to the reduced area (hereafter the "Reduced Project"), and has instituted procedures to redeem a principal amount of the Prior Bonds which corresponds to the assessment obligations of the Prior Assessment District which have been discharged; and WHEREAS, to provide the additional funding which the Town expects to be required to proceed with the Reduced Project, the Town has completed proceedings pursuant to the Municipal Improvement Act of 1913 (the "1913 Act") to establish its Del Mar Valley 2010 Supplemental Utility Undergrounding Assessment District (the "Supplemental Assessment District"), with a boundary coterminous with the Reduced Prior Assessment District, by adoption of its Resolution No. 43-2010, adopted on July 21, 2010 (the "Resolution of Formation"), by which a total of $2,110,740.06 of supplemental assessments (the "Supplemental Assessments") were levied upon certain parcels within the Supplemental Assessment District; and WHEREAS, on July 22, 2010, the Supplemental Assessments became a lien on the respective parcels upon which they have been levied by the filing in the records of the Marin County Recorder of an Assessment Diagram and Notice of Supplemental Assessment, and the property owners were then advised by mailed notice of the respective liens and of their entitlement to prepay all or any portion of the Supplemental Assessment on their respective parcels, without interest and with a two percent (2.00%) discount, by cash payment to be received by the Town not later than August 23, 2010; and WHEREAS, following the expiration of the cash payment period on August 23, 2010, the Administrative Services Director of the Town (the "Administrative Services Director') has prepared and filed with the Town Clerk a Certificate Respecting Paid and Unpaid Supplemental Assessments, by which the Administrative Services Director has certified that, of the $2,110,740.06 of Supplemental Assessments levied by the Resolution of Formation, a total of $1,962,617.95 remain unpaid; and WHEREAS, this Council wishes by this Resolution to provide for the issuance of subordinate lien limited obligation improvement bonds (the "Bonds") upon the security of the unpaid Supplemental Assessments and to provide for the administration of the net proceeds of sale of the Bonds in a manner which harmonizes with the administration of the remaining net proceeds of sale of the Prior Bonds to implement the Reduced Project and to otherwise accomplish the authorized purposes of the Reduced Prior Assessment District and the Supplemental Assessment District, all as hereinafter provided. ARTICLE I DEFINITIONS; GENERAL Section 1.01. DEFINITIONS. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Resolution, any Supplemental Resolution, the Bonds and any certificate, opinion, request or other document herein mentioned, have the meanings herein specified. All references in this Resolution to "Articles," "Sections," and other subdivisions are to the correpponding Articles, Sections or subdivisions of this Resolution; and the- words "herein," hereof," "hereunder" and other words of similar import refer to this Resolution as a whole and not to any particular Article, Section or subdivision hereof. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. "1913 Act" means the Municipal Improvement Act of 1913, Division 12 of the California Streets and Highways Code (Sections 10000 and following), as amended and modified by other applicable laws. "Administrative Services Director" means the person who is the duly appointed, qualified and acting Administrative Services Director of the Town; provided that, in the event the Town establishes a position of "Finance Officer" of "Finance Director' separate and apart from the Administrative Services Director, then and for as long as any person occupies such position of Finance Officer or Finance Director, the term "Administrative Services Director' shall refer to the Finance Officer or Finance Director, as the case may be. "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled, and (ii) the principal amount of the Outstanding Bonds and the Sinking Fund Payments due in such Bond Year. "Auditor" means the auditor/controller of the County, or such other official of the County who is responsible for preparing real property tax bills. "Authorized Officer" means the Mayor, Town Manager, Administrative Services Director, Finance Director (if separate from the Administrative Services Director), Director of Public Works/Town Engineer, Town Clerk, Town Attorney or any other officer or employee authorized by the Town Council of the Town or by an Authorized Officer to undertake an action referenced in this Resolution as required to be undertaken by an Authorized Officer. "Available Surplus Funds" means any surplus moneys held by the Town at the end of each Fiscal Year in excess of the amounts required to pay lawful municipal obligations incurred in that Fiscal Year. "Average Annual Debt Service" means the aggregate amount of all remaining Debt Service on all Outstanding Bonds divided by the number of Bond Years remaining up to and including the scheduled maturity date of the last Bonds to be redeemed. "Bond" or "Bonds" means "Limited Obligation Improvement Bonds, Town of Tiburon, Del Mar Valley 2010 Supplemental Utility Undergrounding Assessment District," issued under this Resolution and the Bond Law, and at anytime Outstanding in substantially the form attached hereto as Exhibit A. "Bond Date" means the dated date of the Bonds, presently expected to be September 9, 2010. 2 "Bond Denomination" means the amount of $5,000 or any integral multiple thereof, which is the minimum amount in which the Bonds may be issued; except that one Bond may contain any odd amount. "Bond Law" means the Improvement Bond Act of 1915, Division 10 of the California Streets and Highways Code (Sections 8500 and following), as amended or modified from time to time. "Bond Purchase Contract" means the agreement between the Town and the Original Purchaser for the purchase and sale of the Bonds, and including Exhibit A. "Bond Register" means the books maintained by the Paying Agent pursuant to Section 2.07 for the registration and transfer of ownership of the Bonds. "Bond Year" means the twelve-month period beginning on September 3 in each year and ending on September 2 in the following year except that (i) the first Bond Year shall begin on the Closing Date and end on the next September 2, and (ii) the last Bond Year may end on a prior redemption date. "Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Paying Agent has its Principal Office are authorized or obligated by law or executive order to be closed. "Clerk" means the Town Clerk of the Town or Deputy Town Clerk or designee thereof. "Closing Date" means the date upon which there is an exchange of the Bonds for the proceeds representing the purchase price of such Bonds by the Original Purchaser thereof, as provided by the Bond Purchase Agreement. "Continuing Disclosure Certificate" means the continuing disclosure certificate approved as to form by Section 3.09 of this Resolution, in substantially the form set forth as Appendix C to the Preliminary Official Statement, and to be executed and delivered to the Original Purchaser concurrently with delivery of the Bonds. "Costs of Issuance" means all expenses incurred in connection with the authorization, issuance, sale and delivery of the Bonds, including but not limited to compensation, fees and expenses of the Town and the Paying Agent and their respective counsel, compensation to any financial consultants, engineers, accountants, verification agents, and underwriters (other than compensation taken as discount on the Closing Date), filing and recording costs, costs of preparation, reproduction and distribution of the Preliminary Official Statement, the Official Statement and other related bond issuance costs, rating agency costs, costs of compliance with the Tax Code relating to any rebate to the United States and continuing disclosures and the costs of printing, mailing and publication of notices. "Costs of Issuance Fund" means the fund designated "Town of Tiburon, Limited Obligation Improvement Bonds, Del Mar Valley 2010 Supplemental Utility Undergrounding Assessment District, Costs of Issuance Fund" established under Section 4.02 hereof. "Council" means the Town Council as the legislative body of the Town. "County" means the County of Marin, State of California. "Debt Service" means, for each Interest Payment Date, the sum of (i) the interest due on the Outstanding Bonds on such Interest Payment Date and (ii) the principal amount of the Outstanding Bonds and the Sinking Fund Payments, if any, due on such Interest Payment Date. 3 "Exhibit A" means Exhibit A attached to the Bond Purchase Contract; provided that the reference in Section 2.04 hereof to "Exhibit A" shall be a reference to the bond form attached to this Resolution as Exhibit A. "Fair Market Value" means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Tax-Code) and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax Code, (iii) the investment is a United States Treasury Security--State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the Town and related parties do not own more than a ten percent (10%) beneficial interest if the return paid by such fund is without regard to the source of the investment. "Federal Securities" means any of the following which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein: (a) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America); and (b) obligations of any department, agency or instrumentality of the United States of America the timely payment of principal of and interest on which are unconditionally and fully guaranteed by the United States of America. "Final Engineer's Report" means the engineer's report entitled "Final Engineer's Report," dated July, 2010, and approved by the Resolution of Formation. "Fiscal Year" means the period commencing on July 1 of each year and ending on the next succeeding June 30. "Improvement Fund" means the fund designated "Town of Tiburon, Limited Obligation Improvement Bonds, Del Mar Valley 2010 Supplemental Utility Undergrounding Assessment District Improvement Fund," established under Section 4.05 hereof. "Information Services" means Financial Information, Inc.'s "Daily Called Bond Service," 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; F.S. Mergent call Notification, 5250 77 Center Drive, Charlotte, NC 28217; Xcitek, 5 Hanover Square, New York, NY 10004; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such services providing information with respect to called bonds as the Town may designate in an Officer's Certificate delivered to the Paying Agent. "Initial Reserve Amount" means the amount equal to two percent (2%) of the principal amount of the Bonds, which shall be the initial deposit into the Reserve Fund from Proceeds of the Bonds, as set forth in Exhibit A. 4 "Interest Payment Date" means each date upon which interest on the Bonds is payable semiannually on each March 2 and September 2 until maturity, beginning on March 2, 2011. "Maximum Annual Debt Service" means the highest amount of Annual Debt Service for all Bond Years pertaining to the remaining Outstanding Bonds. "Officer's Certificate" means a written certificate or similar document executed by an Authorized Officer on behalf of the Town. M "Original Purchaser" means Wulff, Hansen & Co., as the first purchaser of the Bonds from the Town pursuant to the Bond Purchase Contract. "Outstanding," when used as of any particular time with reference to Bonds, means all Bonds theretofore executed, issued and delivered by the Town and authenticated by the Paying Agent under this Resolution except: (a) Bonds theretofore canceled by the Paying Agent or surrendered to the Paying Agent for cancellation; (b) Bonds paid or deemed to have been paid within the meaning of Section 2.03; and (c) Bonds in lieu of or in substitution for which other Bonds shall have been executed, issued and delivered by the Town pursuant to this Resolution or any Supplemental Resolution. "Owner" or "Registered Owner" when used with respect to any Outstanding Bond, means the person in whose name the ownership of such Bond shall be registered on the Bond Register. "Participating Underwriter" means an underwriter or purchaser of the Bonds under the Continuing Disclosure Certificate. "Paying Agent" means The Bank of New York Mellon Trust Company, N.A., designated in Section 2.01 hereof to perform the duties of authentication, registration, transfer and payment of the Bonds and the Paying Agent's assigns or any corporation or association which may at any time be substituted in the Paying Agent's place. "Permitted Investments" means the following, but only to the extent that the same are acquired at Fair Market Value: (a) Federal Securities; (b) securities (other than those identified in paragraphs (a) and (d) of Section 53601 of the California Government Code) in which the Town may legally invest funds subject to its control, pursuant to Article 1, commencing with Section 53600, of Chapter 4 of part 1 of Division 2 of Title 5 of the California Government Code, as now or hereafter amended; (c) shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the California Government Code which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the California Government Code, as it may be amended, including but not limited to the California Asset Management Program (CAMP); 5 (d) the Local Agency Investment Fund of the State, created pursuant to Section 16429.1 of the California Government Code, to the extent the Administrative Services Director is authorized to register such investment in the Town's name; (e) investment agreements or guaranteed investment contracts, with or guaranteed by a financial entity whose long-term unsecured obligations are rated "AA or better by Moody's Investor's Service ("Moody's) and Standard and. Poor's Ratings Group ("S&P"), and WLpse short term debt is rated no lower than the corresponding level of rating category for such debt and such agreement or contract shall provide that the financial entity shall deposit collateral with a third party in accordance with criteria established by Moody's and S&P in the event that the rating of short or long-term debt of the entity is downgraded below then-current requirements of Moody's and S&P for such agreements or contracts; (f) money market funds which are rated A or better by S&P; (g) any of the following direct or indirect obligations of the following agencies of the United States of America: (i) direct obligations of the Export-Import Bank; (ii) certificates of beneficial ownership issued by the Farmers Home Administration; (iii) participation certificates issued by the General Services Administration; (iv) mortgagebacked bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal Housing Administration; (v) project notes issued by the United States Department of Housing and Urban Development; and (vi) public housing notes and bonds guaranteed by the United States of America; (h) interest-bearing demand or time deposits (including certificates of deposit) in federal or state chartered savings and loan associations or in federal or State of California banks (including the Paying Agent), provided that (i) the unsecured short-term obligations of such commercial bank or savings and loan association shall be rated A 1 or better by S&P, or (ii) such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation; (i) commercial paper rated in the highest short-term rating category by S&P, issued by corporations which are organized and operating within the United States of America, and which matures not more than 180 days following the date of investment therein; . (j) bankers acceptances, consisting of bills of exchange or time drafts drawn on and accepted by a commercial bank whose short-term obligations are rated in the highest short-term rating category by S&P, which mature not more than 270 days following the date of investment therein; (k) obligations the interest on which is excludable from gross income pursuant to Section 103 of the Tax Code and which are rated A or better by S&P. "Prepayment Account" means the account of that name in the Redemption Fund. "Principal Amount" means the aggregate principal amount of the Bonds as forth in Exhibit A. 6 "Principal Office" means the office of the Paying Agent in Los Angeles, California, or such other office as shall be designated by the Paying Agent in writing to the Town, or such other office of the Paying Agent designated by the Paying Agent for payment, transfer or exchange of the Bonds. "Prior Assessment District" means the Del Mar Valley Utility Undergrounding Assessment District, established by the Town in proceedings under the 1913 Act in 2005. "Prior Assessments" means the assessments levied upon parcels of land irf .the Prior Assessment District. "Prior Bond Resolution" means Resolution No. 33-2005, adopted by this Council on July 13, 2005, and authorizing issuance of the Prior Bonds. "Prior Bonds" means the limited obligation improvement bonds of the Prior Assessment District, issued pursuant to the Prior Bond Resolution upon the security of the Prior Assessments, in the aggregate principal amount of $4,184,700. "Proceeds of the Bonds" means the total amount of the proceeds of sale of the Bonds received by the Town and applied in accordance with Section 4.01 hereof and Exhibit A. "Project" means, collectively, the acquisitions and improvements described in the Final Engineer's Report, as the same may be modified from time to time in accordance with the 1913 Act, and funded in part with a portion of the proceeds of the Bonds. "Record Date" means, with respect to the Bonds, the fifteenth (15th) day of the calendar month immediately preceding an Interest Payment Date, whether or not a Business Day. "Redemption Fund" means the fund designated "Town of Tiburon, Limited Obligation Improvement Bonds, Del Mar Valley 2010 Supplemental Utility Undergrounding Assessment District, Redemption Fund" established under Section 4.03 hereof. "Redemption Premium" means two percent of the principal amount of the Bonds, payable upon redemption of any of the Bonds prior to the stated maturity of such Bonds, except for any Bonds called for redemption prior to their respective stated maturities from funds remaining in the Improvement Fund and determined to be "surplus" in accordance with the procedures set forth in paragraph 9 of the Resolution of Intention, which such Bonds shall be called for redemption without premium, as specified in Section 2.03 hereof and Exhibit A. "Reserve Fund" means the fund designated "Town of Tiburon, Limited Obligation Improvement Bond, Del Mar Valley 2010 Supplemental Utility Undergrounding Assessment District, Reserve Fund" established under Section 4.04 hereof. "Reserve Requirement" means as of any date of calculation, an amount not to exceed the lesser of (a) 125% of Average Annual Debt Service on the Outstanding Bonds, (b) Maximum Annual Debt Service on the Outstanding Bonds or (c) ten percent (10%) of the Proceeds of the Bonds. "Resolution" or "Resolution of Issuance" means this Resolution, as originally adopted or as it may from time to time be supplemented, modified or amended by any Supplemental Resolution pursuant to the provisions hereof. "Resolution of Formation" means Resolution No. 43-2010, adopted by the Council on July 21, 2010. 7 2010, "Resolution of intention" means Resolution No. 30-2010, adopted by the Council on June 2, "Sinking Fund Payments" means amounts specified in Exhibit A to be paid by the Town with respect to any Term Bonds, if any, as set forth in Exhibit A. "State" means the State of California. "Supplemental Assessment or Supplemental Assessments" means the unpaid arnounts of the supplemental assessments levied against certain prescribed parcels within the boundaries of the Supplemental Assessment District pursuant to the 1913 Act and the proceedings of the Council under the Resolution of Intention, for the purpose of paying Debt Service on the Bonds under the Bond Law. "Supplemental Resolution" means any resolution, agreement, resolution or other instrument hereafter duly adopted or executed by the Town in accordance with the provisions of this Resolution. "Tax Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Tax Code. "Term Bonds" means those Bonds, if any, identified as Term Bonds in Exhibit A. "Town" means the Town of Tiburon, a municipal corporation and general law city duly organized and validly existing under and by virtue of the Constitution and the laws of the State. "Town Attorney" means the duly appointed or retained attorney or firm of attorneys to the Town for purposes of rendering advice in the conduct of its general municipal affairs. "Town Manage" means the duly appointed and acting Town Manager of the Town. "Treasurer" means the official who is the elected Town Treasurer, or the deputy or designee thereof, and in the absence of an elected Town Treasurer, means the Administrative Services Director. Section 1.02. UNPAID SUPPLEMENTAL ASSESSMENTS. The list and amount of unpaid Supplemental Assessments has been determined by separate resolution of this Council adopted on the same date as this Resolution. For a particular description of the lots or parcels of land bearing the respective supplemental assessment numbers set forth in the Itst, reference is hereby made to the assessment and diagram recorded in the office of the Director of Public Works/Town Engineer of the Town on July 22, 2010. Section 1.03. EQUAL SECURITY. In consideration of the acceptance of the Bonds by the Owners thereof, this Resolution shall be deemed to be and shall constitute a contract between the Town and the Owners from time to time of the Bonds; and the covenants and agreements herein set forth to be performed on behalf of the Town shall be for the equal and proportionate benefit, security and protection of all Owners of the Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the time of sale, execution or delivery thereof, or otherwise for-any cause whatsoever, except as expressly provided therein or herein; provided that no part of the foregoing shall apply in any respect to the Prior Bonds. 8 ARTICLE II THE BONDS Section 2.01. BONDS AUTHORIZED. All acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of the Bonds have existed, happened and been performed in due time, form and manner as required by law, and this Council is now authorized to issue the Bonds in the manner and form as provided in t4is Resolution. The Bonds in the Principal Ampunt are hereby authorized and will be issued as serial bonds, as set forth in Exhibit A. The Paying Agent, at the Principal Office, is hereby designated as the Paying Agent to perform the actions and duties required under this Resolution for the authentication, transfer, registration, and payment of the Bonds. Section 2.02. TERMS OF BONDS. (A) Denominations. The Bonds shall be issued as fully registered Bonds without coupons in the Bond Denomination or any integral multiple thereof, except that the first maturity may contain any odd amount. Bonds shall be lettered and numbered in a customary manner as determined by the Paying Agent. The Bonds shall be initially issued and delivered as book-entry bonds, registered to Cede & Co. (B) Date of Bonds. The Bonds shall be dated the Bond Date. (C) CUSIP. "CUSIP" identification numbers shall be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Bonds. Failure of the Town or the Paying Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the Town's contract with such Owners and shall not impair the effectiveness of any such notice. (D) Series and Maturities. The Bonds shall consist of the series and mature and become payable on September 2 of each year and shall bear interest at the rates per annum all as set forth in Exhibit A, which is deemed attached hereto when completed in final form prior to the execution and delivery of the Bond Purchase Contract and by this reference incorporated herein and made a part hereof. (E) Interest. The Bonds shall bear interest at the rates set forth in Exhibit A, payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication and registration thereof unless it is authenticated and registered (i) prior to an Interest Payment Date and after the close of business of the Record Date, in which event it shall bear interest from such Interest Payment Date, or (ii) prior to the close of business on the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Dated Date. (F) Method of Payment. Both the principal of and interest and premium (if any) on the Bonds shall be payable in lawful money of the United States of America. Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Paying Agent mailed by first class mail to the registered Owner thereof at such registered Owner's address as it appears on the registration books maintained by the Paying Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds delivered to the Paying Agent prior to the applicable Record Date. The principal of the Bonds and any premium on the Bonds are payable in lawful money of the United States of America upon surrender of the Bonds at the Principal Office of the Paying Agent. All Bonds paid by the Paying Agent pursuant this Section shall be 9 canceled by the Paying Agent. The Paying Agent shall destroy the canceled Bonds and, upon request of the Town, issue a certificate of destruction of such Bonds to the Town. Section 2.03. REDEMPTION. (A) General. The Bonds are subject to redemption from the sources, upon the terms, the amounts, on the dates and at the Redemption Premiums as set forth in Exhibit A. Without limiting the generality of the foregoing sentence, Exhibit. A. shall provide for redemption of Bonds in advangp of their scheduled maturity from funds remaining in the Improvement Fund and declared by the Town Council to be "surplus," as provided in paragraph 9 of the Resolution of Intention, at a redemption price equal to one hundred percent (100%) of the principal amount of Bonds to be redeemed, without premium, together with accrued interest to the date of redemption. (B) Notice to Paying Agent. For other than redemption of any Term Bonds, the Town shall give the Paying Agent written notice of the aggregate amount of Bonds expected to be redeemed pursuant to subsection (A) not less than sixty (60) days prior to the applicable redemption date. (C) Redemption Procedure by Paying Agent. (i) Selection of Bonds. Except for redemption of any Term Bonds, the Paying Agent shall select Bonds for retirement in such a way that the ratio of Outstanding Bonds to issued Bonds shall be approximately the same in each annual series insofar as possible. Within each annual series the Paying Agent shall select Bonds for retirement by lot. (ii) Notice by Paying Agent. The Paying Agent shall cause written notice of any redemption to be given by registered or certified mail or by personal service to the, respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond Register in the Principal Office of the Paying Agent at least 30 days before the applicable Interest Payment Date. The Paying Agent shall also cause notice of redemption to be sent to one or more of the Information Services at least one day earlier than the giving of notice to the Owners as aforesaid; provided, however, such, mailing to the Information Services shall, not be a condition precedent to such redemption. Failure to so mail any notice of redemption, or of any person or entity to receive any such notice, or any defect in any notice of redemption, shall not affect the validity of the proceeding for the redemption of such Bonds. Such notice shall state the redemption date and the Redemption Premium and, if less than all of, the then Outstanding Bonds are to be called for redemption, shall designate the CUSIP numbers (if applicable) and Bond numbers of the Bonds to be redeemed by giving the individual CUSIP number and Bond number of each Bond to be redeemed or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption, shall state as to any Bond called in part the principal amount thereof to be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the Paying Agent for redemption at the said redemption price, and shall state that further interest on such Bonds, or the portion thereof to be redeemed, will not accrue from and after the redemption date. Such notice may include provisions that reserve entitlement to rescind the notice and cancel the redemption if for any reason the Town does not receive sufficient funds to pay the redemption price of the Bonds selected for redemption on the redemption date. 10 (iii) Payment. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, 'bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. (iv) Partial Redemption. Upon surrender of Bonds redeemed in part only, the Town shall execute and the Paying Agent shall,authenticate and deliver to the registered Owier, at the expense of the Town, a new Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds. (D) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption shall have been deposited in the Redemption Fund on the date fixed for redemption, such Bonds so called shall cease to be entitled to any benefit under this Resolution other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice. All Bonds redeemed by the Paying Agent pursuant to this Section 2.03 shall be canceled by the Paying Agent. The Paying Agent shall destroy the canceled Bonds and, upon request of the Authority, issue a certificate of destruction of such Bonds to the Town. (E) Purchase in Lieu of Redemption. In lieu of payment at maturity or redemption as described above, monies in the Redemption Fund (other than monies representing prepaid Supplemental Assessments) may be used and withdrawn by the Administrative Services Director for purchase of Outstanding Bonds, but in no event may Bonds be purchased at a price in excess of the principal amount thereof, the premium, if any, plus interest accrued to the date of maturity or redemption. Following any purchase of Outstanding Bonds in accordance with the foregoing, and prior to submission of such Bonds to the Paying Agent for cancellation, the Town shall enter into any agreement which is customarily required by the Paying Agent as a condition precedent to accepting such purchased Bonds for cancellation and shall pay the Paying Agent's customary fee for providing such service. Section 2.04. FORM OF BONDS. The Bonds, the Paying Agent's certificate of authentication and the assignment, to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Resolution and the Bond Law. The Bonds are being initially issued in "book-entry-only" form, registered to Cede & Co. Section 2.05. EXECUTION AND AUTHENTICATION OF BONDS. The Bonds shall be executed in the name and on behalf of the Town with the manual or facsimile signature of the Administrative Services Director and attested by the manual or facsimile signature of the Clerk. The Bonds shall then be delivered to the Paying Agent for authentication. In case any officer who shall have signed any of the Bonds shall cease to be such officer before the Bonds so signed shall have been authenticated or delivered by the Paying Agent or issued by the Town, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Town as though the individual who signed the same had continued to be such officer of the Town. Also, any Bond may be signed on behalf of the Town by any individual who on the actual date of the execution of such Bond shall be the proper officer, although on the nominal date of such Bond such individual shall not have been such officer. Only such of the Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, manually executed by the Paying Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the Paying Agent shall be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Resolution. The Paying Agent's certificate of authentication on any Bonds shall be deemed to be executed by it if signed by the Paying Agent or by an authorized officer or signatory of the Paying Agent, but it shall not be necessary.-that the same officer or signatory sign the certificate of authentication on all of the Bonds issued hereunder. Section 2.06. TRANSFER OR EXCHANGE OF BONDS. Any Bond may, in accordance with its terms, be transferred upon the Bond Register by the registered Owner, in person or by such Owner's duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. Whenever any Bond shall be surrendered for transfer, the Paying Agent shall thereupon authenticate and deliver to the transferee a new Bond or Bonds of like tenor, maturity and aggregate principal amount. Bonds may be exchanged at the Principal Office of the Paying Agent, for Bonds of the same tenor and maturity and of other authorized denominations; No Bonds the notice of redemption of which has been given under Section 2.03 shall be subject to transfer or exchange pursuant to this Section. Neither the Town nor the Paying Agent shall be required to make such exchange or registration or transfer of Bonds on or after the Record Date or after a Bond has been selected for redemption. For any transfer or exchange under this Section, the Town and the Paying Agent may require the payment of a reasonable fee to cover the costs and expenses of the Town and the Paying Agent. Section 2.07. BOND REGISTER. The Paying Agent will keep or cause to be kept at its Principal Office a sufficient Bond Register for the registration and transfer of the Bonds, which shall at all times during regular business hours be open to inspection by the Town; and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on the Bond Register, Bonds as provided in this Resolution. Section 2.08. TEMPORARY BONDS. The Bonds may be issued initially in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Council and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Bond shall be executed by the officers designated and in the manner provided in Section 2.05 hereof and be registered and authenticated by the Paying Agent upon the same conditions and in substantially the same manner as the definitive Bonds. If the Town issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds may be surrendered, for cancellation, in exchange therefor at the Principal Office of the Paying Agent, and the Paying Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Resolution as definitive Bonds authenticated and delivered hereunder. Section 2.09. BONDS MUTILATED, LOST, DESTROYED OR STOLEN. If any Bond shall become mutilated, the Paying Agent shall thereupon authenticate and deliver, a new Bond of like maturity and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Paying Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Paying Agent shall be canceled by it and delivered to, or upon the order of, the Town. If any Bond issued hereunder shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Town and the Paying Agent and, if such evidence be satisfactory to them and indemnity satisfactory to them shall tie 12 given, the Paying Agent shall thereupon authenticate and deliver, a new Bond of like maturity and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been called for redemption, instead of issuing a substitute Bond the Paying Agent may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Paying Agent). The Town and the Paying Agent may require payment of a reasonable fee for each new Bond issued under this Section and of the expenses which may be incurred by the Town and the Paying Agent. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, dWoyed or stolen shall constitute an original contractual obligation on the part of the Town whether or not the Bond alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Resolution with all other Bonds secured by this Resolution and any Supplemental Resolution. ARTICLE III ISSUANCE OF BONDS Section 3.01. ISSUANCE AND SALE OF BONDS. At any time after the adoption of this Resolution, the Town may issue the Bonds and sell and deliver them to the Original Purchaser under the Bond Purchase Contract. The Authorized Officers, and each of them, are hereby authorized to negotiate and execute the Bond Purchase Contract, subject to such conditions as shall be as hereafter provided. Section 3.02. PLEDGE OF UNPAID SUPPLEMENTAL ASSESSMENTS AND FUNDS. The Bonds shall be secured by a first pledge (which pledge shall be effected in the manner and to the extent herein provided) of all of the unpaid Supplemental Assessments and all moneys deposited in the Redemption Fund (and the Prepayment Account therein) and the Reserve Fund. The unpaid Supplemental Assessments and all moneys deposited into said funds (except as otherwise provided herein) are hereby dedicated to the payment of the principal of (including any Sinking Fund Payments), and interest and any premium on, the Bonds as provided herein and in the Bond Law until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in under Section 8.03 hereof. Section 3.03. LIMITED OBLIGATIONS. None of the obligations of the Town under this Resolution and the Bonds shall be general obligations of the Town, but shall be limited obligations, payable solely from the unpaid Supplemental Assessments and the funds pledged therefore hereunder. Neither the faith and credit of the Town nor of the State of California or any political' subdivision thereof is pledged to the payment of the Bonds. The Bonds are "Limited Obligation Improvement Bonds" under section 8769 of the Bond Law and are payable solely from and secured solely by the unpaid Supplemental Assessments and the amounts in the Redemption Fund and the Reserve Fund created hereunder. Notwithstanding any other provision of this Resolution, the Town is not obligated to advance Available Surplus Funds from the Town treasury to cure any deficiency in the Redemption Fund; provided, however, the Town is not prevented, in its sole discretion, from so advancing funds. Section 3.04. NO ACCELERATION. The principal of the Bonds shall not be subject to acceleration hereunder. Nothing in this Section 3.04 shall in anyway prohibit the prepayment or redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this Resolution under Section 8.03 hereof. Section 3.05. REFUNDING OF BONDS. The Bonds may be refunded by the Town pursuant to Divisions 11 or 11.5 of the California Streets and Highways Code upon the conditions as set forth in appropriate proceedings. This Section shall not apply to or in any manner limit advancement of the maturity of any of the Bonds as provided in Parts 8, 9, 11, or 11.1 of the Bond Law, nor shall this Section 3.05 apply 13 to or in any manner limit the redemption and payment of any Bond pursuant to subsequent proceedings providing for the payment of amounts to eliminate previously imposed fixed lien assessments, including both the unpaid Prior Assessments and the unpaid Supplemental Assessments. Section 3.06. EXECUTION AND DELIVERY OF DOCUMENTS. The Town Manager (or in the absence of the Town Manager, the Administrative Services Director or any other Authorized Officer designated in writing by the Town Manager to perform the functions assigned to the Town Manager with respect to the Bond Purchase Contract, the Preliminary Official Statement, the final Official Statgrnent and the Continuing Disclosure Certificate, as provided by Sections 3.07, 3.08 and 3.09 hereof; all references hereafter in this Section 3.076 or in Sections 3.07, 3.08 and 3.09 to the Town Manager shall be deemed to include the Administrative Services Director or designed Authorized Officer in the absence of the Town Manager) is hereby authorized and directed to cause the various documents herein mentioned to be completed and executed with such changes, modifications, deletions or additions as may be approval by the Town Manager in consultation with the Town's staff and consultants with respect to these supplemental assessment proceedings, such approval to be conclusively evidenced by the execution of the such documents by the Town Manager. The foregoing authorization is expressly conditioned upon the satisfaction of the following: (i) the total principal amount of the Bonds shall not exceed the Principal Amount and (ii) the average interest rate of the Bonds shall not exceed 6.00% per annum. Section 3.07. BOND PURCHASE CONTRACT. This Council hereby approves the Bond Purchase Contract in substantially the form on file with the Town Clerk, and the Town Manager is hereby authorized and directed to complete and execute the Bond Purchase Contract on behalf of the Town with such changes, additions, deletions and revisions as may be approved by the Town Manager in consultation with the Original Purchaser and Bond Counsel; provided that the Bond Purchase Contract shall satisfy the conditions specified in the foregoing Section 3.06 with respect to the Principal Amount and the average interest rate, and provided further that the compensation provided to the Original Purchaser shall not exceed the amount provided for that purpose and identified in the Final Engineer's Report as "Underwriters Discount." Section 3.08. PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT. This Council hereby approves the Preliminary Official Statement in substantially the form on file with the Town Clerk together with any changes therein or additions thereto deemed advisable by the Town Manager. This Council approves and authorizes the distribution by the Original Purchaser of the Preliminary Official Statement to prospective purchasers of the Bonds, and authorizes and directs the Town Manager on behalf of the Town to execute and deliver to the Original Purchaser, concurrently with delivery of the Preliminary Official Statement, a certificate which shall deem "final," pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"), the Preliminary Official Statement. Following the execution of the Bond Purchase Contract, this Council authorizes the preparation, execution by the Town Manager and delivery to the Original Purchaser of the final Official Statement, to be derived from the Preliminary Official Statement, and which shall include such changes and additions to the Preliminary Official Statement as may be permitted by the Rule and deemed advisable by the Town Manager and shall further include such information as is excluded from the Preliminary Official Statement pursuant to the Rule. Execution and delivery of the final Official Statement shall be conclusive evidence of the approval of the final Official Statement by the Town. Section 3.09. CONTINUING DISCLOSURE CERTIFICATE. This Council hereby approves the form of the Town's Continuing Disclosure Certificate with respect to the Bonds in substantially the form on file with the Town Clerk. The Town Manager is hereby authorized and directed to complete and execute the 14 Continuing Disclosure Certificate on behalf of the Town with such changes, additions, deletions as may be approved by the Town Manager in consultation with Bond Counsel. Section 3.10. BOND SALE AND DELIVERY; RELATED ACTIONS. Upon execution of the Bond Purchase Contract by the Town, the Bonds shall be prepared, authenticated and delivered, all in accordance with the applicable terms of this Resolution and the Bond Purchase Contract. Each Authorized Officer and other responsible Town officials are hereby authorized and directed to take such actions as are required under the Bond Purchase Contract to-coMplete all actions required to evidence the delivery of the Bonds and the receipt of the purchase price thereof from the Original Purchaser. Section 3.11. ACTIONS APPROVED. All actions heretofore taken by each Authorized Officer and other officials of the Town and the Paying Agent with respect to the establishment of the Supplemental Assessment District and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and each Authorized Officer is hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements, contracts, and other documents, which each Authorized Officer may deem necessary or advisable in order to complete the lawful issuance and delivery of the Bonds in accordance with this Resolution and any certificate, agreement, contract, and other document described in the documents herein approved. ARTICLE IV FUNDS AND ACCOUNTS Section 4.01. APPLICATION OF PROCEEDS OF THE BONDS. Upon receipt of the Proceeds of the Bonds on the Closing Date, the proceeds thereof shall be forthwith set aside, paid over and deposited by the Administrative Services Director into the Costs of Issuance Fund, the Reserve Fund and the Improvement Fund, as set forth in this Article IV and Exhibit A. Section 4.02. COSTS OF ISSUANCE FUND. (A) Establishment of Costs of Issuance Fund. The Costs of Issuance Fund shall be established, held and administered by the Administrative Services Director and, forthwith upon receipt of the Proceeds of the Bonds on the Closing Date, shall receive a deposit of the prescribed portion of the Proceeds of the Bonds as provided in Exhibit A. The moneys in the Costs of Issuance Fund shall be held by the Administrative Services Director for the benefit of the Town and shall be disbursed as provided in subsection (B) of this Section 4.02 for the payment or reimbursement of the Costs of Issuance. (B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance or to reimburse the Town for previously-paid Costs of Issuance, as set forth in one or more requisitions therefor, each setting forth the respective amounts to be paid to the designated payees and delivered to the Administrative Services Director either concurrently with or following the delivery of the Bonds. With respect to Costs of Issuance payable to third parties (other than the Town), the Administrative Services Director shall pay all Costs of Issuance only upon receipt of an invoice from any such third party payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such third party payee in the applicable requisition. (C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited under Section 6.01 hereof. Pending its closing under subsection (D) immediately below, interest earnings and profits resulting from such investment shall be retained by the Administrative Services Director in the Costs of Issuance Fund to be disbursed for the payment (or reimbursement, in the case of Costs of Issuance previously paid by the Town) of Costs of Issuance, pending the closing of such fund. 15 (D) Closing of Fund. The Administrative Services Director shall maintain the Costs of Issuance Fund for a period of 180 days from the Closing Date or until the last known Costs of Issuance have been paid, whichever is earlier, and then shall transfer any moneys remaining therein, including any investment earnings thereon, to the Improvement Fund, and the Costs of Issuance Fund shall be closed. Section 4.03. REDEMPTION FUND. (A) Establishment of Redemption Fund and Prepayment Account Within the Redemption Fund. The Redemption Fund shall be established, held and administered by the Administrative Services Director. No initial deposit shall be made to the Redemption Fund from the Proceeds of the Bonds. Deposits shall be made to the Redemption Fund from time to time as required by by this Resolution or the Bond Law. Moneys in the Redemption Fund shall be held by the Administrative Services Director for the benefit of the Town and the Bond Owners and shall be disbursed for the payment of the principal of, and interest and any premium on, the Bonds as provided below. Within the Redemption Fund, the Administrative Services Director shall establish and administer the Prepayment Account, into which shall be placed any amounts representing the full or partial prepayments of Supplemental Assessments that occur after the issuance of the Bonds. The Prepayment Account shall be administered in accordance with section 8767 of the Bond Law and shall remain open so long as the Redemption Fund remains open. (B) Disbursements. On or before each Interest Payment Date, the Administrative Services Director shall withdraw from the accounts in the Redemption Fund and forward to the Paying Agent for payment to the Owners of the Bonds, amounts sufficient to pay the principal of, and interest and any premium, then due and payable on the Bonds. Five (5) Business Days prior to each Interest Payment Date, the Administrative Services Director shall determine if the amounts then on deposit in the Redemption Fund are sufficient to pay the Debt Service due on the Bonds on such Interest Payment date. In the event that amounts in the Redemption Fund are insufficient for such purpose, the Administrative Services Director shall cause appropriate withdrawals to be made from the Reserve Fund, to the extent of any funds therein, the amount of such insufficiency, and shall transfer any amounts so withdrawn to the Redemption Fund. Amounts so withdrawn from such reserve fund and deposited in the Redemption Fund shall be applied to the payment of the Bonds. If, after the foregoing transfers, there are insufficient funds in the Redemption Fund to make the payments provided for in the first sentence of the first paragraph of this Section 4.03(B), the Administrative Services Director shall apply the available funds first to the payment of interest on the Bonds, then to the payment of principal due on the Bonds, and then to payment of principal due on the Bonds by reason of Bonds called for redemption pursuant to Section 2.03 hereof. (C) Investment. Moneys in the Redemption Fund and the accounts therein shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Redemption Fund and the accounts therein. (D) Closing of Fund. The Redemption Fund (and the Prepayment Account therein) shall be closed when either (a) all of the principal of and interest on the Bonds has been paid or (b) the Town is no longer obligated to pay any further amounts on account of any Bonds which then remain Outstanding. Section 4.04. RESERVE FUND. (A) Establishment of Reserve Fund. The Reserve Fund shall be established, held and administered by the Administrative Services Director. Forthwith following receipt of the Proceeds of the Bonds on the Closing Date, a deposit shall be made in an amount equal to the Initial Reserve Amount. 16 Thereafter, deposits shall be made as provided in this Resolution and the Bond Law. Moneys in the Reserve Fund shall be held by the Administrative Services Director for the benefit of the Town and the Bond Owners as a reserve for the payment of principal of, and interest and any premium on, the Bonds. The Town shall cause the Reserve Fund to be administered in accordance with Part 16 of the Bond Law; provided that proceeds from redemption or sale of properties with respect to which payment of delinquent Supplemental Assessments and interest thereon was advanced to the Redemption Fund from the Reserve Fund, shall be deposited into to the Reserve Fund forthwith upon receipt by the Town in an arrrQ-unt equal to the amount or amounts so advanced to the Redemption Fund. (B) Use of Fund. Except as otherwise provided in this Section 4.04 all amounts deposited in the Reserve Fund shall be used and withdrawn by the Administrative Services Director solely for the purpose of making transfers to the Redemption Fund in the event of any deficiency at any time in the Redemption Fund of the amount then required for payment of the principal of, and interest and any premium on, the Bonds or, in accordance with the provisions of this Section 4.04, for the purpose of redeeming Bonds from the Redemption Fund. (C) Transfer Due to Deficiency in Redemption Fund. Transfers shall be made from the Reserve Fund to the Redemption Fund in the event of a deficiency in the Redemption Fund, in accordance with the immediately preceding subsection (B) of this Section 4.04. (D) Payment of Supplemental Assessments. Whenever, after the issuance of the Bonds, a Supplemental Assessment is prepaid, in whole or in part, as provided in the Bond Law, the Administrative Services Director shall transfer from the Reserve Fund to the Redemption Fund an amount equal to the product of the ratio of the original amount of the Supplemental Assessment securing any Bonds so prepaid to the original amount of all Supplemental Assessments securing any Bonds, times the Initial Reserve Amount. (E) Transfer of Excess of Reserve Requirement. Whenever, on any Interest Payment Date, or on any other date as determined by the Administrative Services Director, the amount in the Reserve Fund exceeds the then applicable Reserve Requirement, the Administrative Services Director shall, except as otherwise provided in Section 5.09 hereof for purposes of rebate and as evidenced by an appropriate Officer's Certificate, transfer on or before such Interest Payment Date an amount equal to the excess from the Reserve Fund to the Improvement Fund and, in the event that the Improvement Fund has been closed, to the Redemption Fund to be used in accordance with the Bond Law. (F) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the Reserve Fund is sufficient to retire all the Outstanding Bonds, whether by advance retirement or otherwise, collection of the principal and interest on the Supplemental Assessments shall be discontinued, the Reserve Fund shall be liquidated by the Administrative Services Director, and the balance in the Reserve Fund shall be transferred to the Redemption Fund to be utilized to redeem the Outstanding Bonds, as directed by an Officer's Certificate. In the event that the balance in the Reserve Fund at the time of liquidation exceeds the amount required to retire all of the Outstanding Bonds, the excess shall be transferred to the Town to be used in accordance with the 1913 Act and the Bond Law. (G) Investment. Moneys in the Reserve Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained in the Reserve Fund subject to the provisions of Section 4.04(E) hereof . Section 4.05. IMPROVEMENT FUND. 17 (A) Establishment of Improvement Fund. The Improvement Fund shall be established, held and administered by the Administrative Services Director. Forthwith upon receipt of the Proceeds of the Bonds on the Closing Date, a deposit shall be made into the Improvement Fund in the amount shown on Exhibit A. Thereafter, deposits shall be made as required by this Resolution in general and the provisions of this Article IV in particular. Moneys in the Improvement Fund shall be held by the Administrative Services Director for the benefit of the Town, and shall be disbursed, except as otherwise provided in subsection (D) of this Section, for the payment or reimbursement,of costs of the Project. Without limiting the Tejaerality of the foregoing sentence, the Town shall be entitled to reimbursement of its several advances of funds from time to time as provided by and subject to the term, conditions and limitations specified in paragraph 9 of the Resolution of Intention. (B) Disbursement. Disbursements from the Improvement Fund shall be made by the Administrative Services Director upon receipt of an Officer's Certificate, which shall: (i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made, the person to which the disbursement is to be paid and state that such disbursement is for a Project cost; and (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any Officer's Certificate previously filed requesting disbursement. (C) Investment. Moneys in the Improvement Fund shall be invested and deposited under Section 6.01 hereof. Interest earnings and profits from such investment and deposit shall be retained in the Improvement Fund to be used for the purposes of such fund. (D) Closing of Fund. Upon the filing of an Officer's Certificate stating that the Project has been completed and that all costs of the Project and other authorized disbursements, including but not limited to the reimbursement to the Town of its advances as provided by paragraph 9 of the Resolution of Intention, have been paid or are not required to be paid from the Improvement Fund, the Administrative Services Director shall transfer the amount, if any, remaining in the Improvement Fund as directed in the Officer's Certificate which directions shall be pursuant to the Resolution of Intention, the Final Engineer's Report and to the applicable provisions of the 1913 Act, and the Improvement Fund shall be closed. Without limiting the generality of the foregoing, prior to making a formal declaration of "surplus," as provided by Section 10427 of the 1913 Act, the Town shall be reimbursed its prior advances as provided in paragraph 9 of the Resolution of Intention subject to the limitation set forth therein. ARTICLE V COVENANTS Section 5.01. COLLECTION OF SUPPLEMENTAL ASSESSMENTS. The Town shall comply with all requirements of the 1913 Act, the Bond Law and this Resolution to assure the timely collection of the unpaid Supplemental Assessments, including, without limitation, the enforcement of delinquent Supplemental Assessments. To that end, the following shall apply: (A) Tax Roll Collection. The unpaid Supplemental Assessments as set forth on the list thereof on file with the Administrative Services Director, together with the interest thereto, shall be payable in annual series corresponding in number and proportionate amount to the number of installments and principal amounts of the Bonds maturing or becoming subject to mandatory prior redemption under Section 2.03 hereof. An annual proportion of each unpaid Supplemental Assessment shall be payable in each Fiscal Year preceding the date of maturity or mandatory prior redemption date of each of the Bonds issued 18 sufficient to pay the Bonds when due and such proportion of each unpaid Supplemental Assessment coming due in any year, together with the annual interest thereon, shall be payable in the same manner and at the same time and in the same installments as the general taxes on real property are payable, and become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interests after delinquency as do the general taxes on real property. All sums received from the collection of the Supplemental Assessments and of the interest and penalties thereon shall be placed in the Redemption Fund. (B) Auditor's Record. The Administrative Services Director shall, before the final date on which the Auditor will accept the transmission of installments billable on account of unpaid Supplemental Assessments for the parcels within the Supplemental Assessment District for inclusion on the next tax roll, prepare or cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires in order to include the installments of the Supplemental Assessments on the next secured tax roll. The Administrative Services Director is hereby authorized to employ consultants to assist in computing the installments of the Supplemental Assessments hereunder and in reconciling Supplemental Assessments billed to amounts received as provided in the subsection (C) of this Section 5.01. (C) Administrative Costs. In addition to any amounts authorized to be collected pursuant to Sections 8682 and 8682.1 of the Bond Law, the Town, pursuant to Section 10204(f) of the 1913 Act, as supplemented by and subject to the limitation prescribed by Section 4.2 of the Final Engineer's Report, may cause to be entered on the assessment roll on which taxes will next become due, opposite each lot or parcel of land within the Supplemental Assessment District, each lot's pro rata share of the estimated annual expenses of the Town in connection with the administrative duties thereof for the Bonds, including, but not limited to, the costs of registration, authentication, transfer and compliance with the provisions of this Article V. Delinquent Supplemental Assessments shall be subject to foreclosure pursuant to Section 5.02 hereof. Section 5.02. FORECLOSURE. The Town hereby covenants with and for the benefit of the Owners of the Bonds that, upon being advised by the Administrative Services Director that the conditions prescribed by subsections (A), (B) or (C) below in this Section 5.02 have been established, it will order, and cause to be commenced, and thereafter diligently prosecute an action in the Marin County Superior Court to foreclose the lien of any Supplemental Assessment or installment thereof which has been billed, but has not been paid, pursuant to and as provided in Sections 8830 and 8835, inclusive, of the Bond Law and the conditions specified in this Section 5.02. The Administrative Services Director shall, either directly or with the assistance of consultants, and not later than October 1 following the end of a Fiscal Year, review the status of payment of annual installments as billed on the property tax roll for the just-concluded Fiscal Year and determine whether the conditions prescribed by subsections (A), (B) or (C) below in this Section 5.02 have been established, and upon determining that any of such conditions have been established, shall notify the Town Attorney no later than December 1 of any such circumstances. Within 60 days of receipt of such notification, the Town Attorney shall seek authorization from this Council to commence, or cause to be commenced, foreclosure proceedings against the parcels of land as prescribed by subsections (A), (B) or (C). Under this Section 5.02, "commence" means and includes any actions preparatory to filing of any complaint. The Town Attorney is hereby authorized to employ counsel to conduct any such foreclosure proceedings. Foreclosure shall be commenced upon the prescribed parcels of land upon the occurrence of the following conditions: 19 (A) If the Administrative Services Director determines that there are delinquencies respecting a Supplemental Assessment on any single parcel of land aggregating $1,500 or more for a prior Fiscal Year or Years, foreclosure shall be commenced against each such parcel of land. (B) If the Administrative Services Director determines that the total amount of delinquencies respecting Supplemental Assessments for the prior Fiscal Year for the entire Supplemental Assessment District, less the total delinquencies under subsection (A) above for that prior Fiscal.Year, exceeds three percent (3%) of the total Supplemental Assessments due and payable in the prior Fiscal Year, foreclosure shall be commenced against each parcel of land in the Supplemental Assessment District with a delinquency of $750 or more for the prior Fiscal Year or Years. (C) If the Administrative Services Director determines that the total amount of delinquencies respecting Supplemental Assessments for the prior Fiscal Year for the entire Supplemental Assessment District, less the total delinquencies under subsections (A) and (B) above, exceeds five percent (5%) of the total Supplemental Assessments due and payable for the prior Fiscal Year, foreclosure shall be commenced against each parcel of land within the Supplemental Assessment District which is delinquent in the payment of its Supplemental Assessment, irrespective of the amount or duration of delinquency. Provided, however, that nothing herein shall prevent this Council, upon the request of the Administrative Services Director or the Town Attorney, from authorizing the commencement of foreclosure proceedings before the occurrence of any of the foregoing. As used in this Section 5.02, the terms "delinquency" or "delinquencies" shall be deemed to include only the amount or amounts which were posted to the property tax roll on account of unpaid Supplemental Assessments, and shat! not include any ten percent (10%) late charges or monthly penalties which may accrue as a result of a delinquency. Section 5.03. PUNCTUAL PAYMENT; COMPLIANCE WITH DOCUMENTS. The Town shall punctually pay or cause to be paid the interest and principal to become due with respect to all of the Bonds in strict conformity with the terms of the Bonds and of this Resolution, and will faithfully observe and perform all of the conditions, covenants and requirements of this Resolution and all Supplemental Resolutions. Section 5.04. NO PRIORITY FOR ADDITIONAL OBLIGATIONS. The Town covenants (a) that no additional bonds or other obligations shall be issued or incurred having any priority over the Bonds in payment of principal or interest out of the Supplemental Assessments and (b) that at no time will the Town authorize the issuance of additional bonds or other obligations in a principal amount which, when aggregated with the principal amount of Bonds then Outstanding, would exceed the principal amount of remaining unpaid Supplemental Assessments. Subject to the foregoing limitation on the aggregate principal amount of bonds or other obligations to be secured by unpaid Supplemental Assessments, nothing in this Resolution shall prohibit the Town from issuing bonds or other obligations on a parity with or subordinate to the Bonds and secured by and payable from the Supplemental Assessments to the extent permitted by the 1913 Act and the Bond Law and upon such terms as the Town may determine; provided that it is expressly acknowledged that the Prior Bonds are secured by the unpaid Prior Assessments, which are in turn secured by a lien which is superior to the lien securing the Supplemental Assessments as to each parcel within the Supplemental Assessment District upon which a Supplemental Assessment has been levied, and the first sentence of this Section 5.04 shall not be construed as having any reference whatsoever to the Prior Bonds or the Prior Assessments; and Section 5.05. FURTHER ASSURANCES. The Town will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to 20 carry out the intention or to facilitate the performance of this Resolution, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Resolution. Section 5.06. PRIVATE ACTIVITY BOND LIMITATION. The Town shall assure that the proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of Section 141(b) of the Tax Code or the private loan financing test of Section 141 (c) of the Tax Code. Section 5.07. FEDERAL GUARANTEE PROHIBITION. The Town shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Bonds to be "federally guaranteed' within the meaning of Section 149(b) of the Tax Code. Section 5.08. NO ARBITRAGE. The Town shall not take, or permit or suffer to be taken by the Administrative Services Director or otherwise, any action with respect to the proceeds of the Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Bonds would have caused the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Tax Code. Section 5.09. REBATE REQUIREMENT. The Town shall take any and all actions necessary to assure compliance with Section 148(f) of the Tax Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Bonds. Earnings on any reserve fund established under this Resolution shall be used for rebate purposes before any application thereof as credits to the Redemption Fund under Section 4.03(E). Section 5.10. YIELD OF THE BONDS. In determining the yield of the Bonds to comply with Sections 5.08 and 5.09 hereof, the Town will take into account redemption (including premium, if any) in advance of maturity based on the reasonable expectations of the Town, as of the Closing Date, regarding prepayments of Supplemental Assessments and use of prepayments for redemption of the Bonds, without regard to whether or not prepayments are received or Bonds redeemed. Section 5.11. AMENDMENT. Without the consent of the Owners of the Bonds, the Town may amend this Resolution to add, modify or delete provisions if necessary or desirable to assure compliance with Section 148(f) of the Tax Code, or as otherwise required, to assure the exemption from federal income taxation of interest on the Bonds. Section 5.12. MAINTENANCE OF TAX-EXEMPTION. The Town shall take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Tax Code as in effect on the date of issuance of the Bonds. Section 5.13. CONTINUING DISCLOSURE. The Town hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, as the same may be amended from time to time in accordance with its terms; provided, however, that failure of the Town to comply with any continuing disclosure shall not be considered an event of default. ARTICLE VI INVESTMENT OF FUNDS Section 6.01. DEPOSIT AND INVESTMENT OF MONEYS IN FUNDS. Subject in all respects to the provisions of Section 6.02, moneys in any fund or account created or established by this Resolution and held by the Administrative Services Director shall be invested by the Administrative Services Director in Permitted Investments. The following shall apply to such investments: 21 (A) Investments Deemed Part of Fund or Account. Obligations purchased as an investment of moneys in any fund or account shall be deemed to be part of such fund or account, subject, however, to the requirements of this Resolution for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts; (B) Principal or Agent. The Administrative Services Director may act as principal or agent in the acquisition or disposition of any investment. The Administrative Services Director,shall incur no liability for losses arising from any investments made pursuant to this Section; (C) Commingling. Subject in all respects to the provisions of Section 5.09, investments in any and all funds and accounts may at the discretion of the Administrative Services Director be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Administrative Services Director hereunder, provided that the Administrative Services Director shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Resolution; (D) Sales. The Administrative Services Director shall sell at the highest price reasonably obtainable, or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited, and the Administrative Services Director shall not be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith; and (E) Administrative Services Director: For any funds held by the Administrative Services Director, the foregoing provisions of this Section 6.01 shall also apply, except that an Officer's Certificate shall not be required. For such funds the Administrative Services Director shall keep records or accounts of all expenditures or disbursements therefrom which records shall be available for inspection during business hours on any Business Day upon prior written request. Section 6.02. ACQUISITION, DISPOSITION AND VALUATION OF INVESTMENTS. The following shall apply to investments of amounts in the funds and accounts under this Resolution: (A) Fair Market Value. Except as otherwise provided in subsection (B) of this Section, the Town covenants that all investments of amounts deposited in any fund or account under this Resolution, or otherwise containing gross proceeds of the Bonds (under Section 148 of the Tax Code) shall be acquired, disposed of and valued (as of the date that valuation is required by this Resolution or the Tax Code) at Fair Market Value. (B) Reserve Fund. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Tax Code, and (unless valuation is undertaken at least annually) investments in any reserve fund, shall be valued at their present value (within the meaning of Section 148 of the Tax Code). Section 6.03. LIABILITY OF TOWN. The Town shall not incur any responsibility in respect of the Bonds or this Resolution other than in connection with the duties or obligations explicitly provided herein or in the Bonds. The Town shall not be liable to any Owner in connection with the performance of its duties hereunder, except for its own gross negligence or willful default. The Town shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the Paying Agent herein or of any of the documents executed by the Paying Agent in connection with the 22 Bonds, or as to the existence of a default thereunder. Under this Resolution, the following shall apply to the Town: (A) Reliance. In the absence of bad faith, the Town, including the Administrative Services Director, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Town and conforming to the requirements of this Resolution. The Town, including the Administrative Services Director, shall not he liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the-pertinent facts; (B) Expenditures. No provision of this Resolution shall require the Town to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the foreclosure proceedings for delinquent Supplemental Assessments and the payment of fees and costs of the Paying Agent) in the performance of any of its obligations hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; (C) Counsel. The Town may rely upon and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Town may consult with counsel, who may be the Town Attorney, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith; (D) Owners. The Town shall not be bound to recognize any person as the Owner of a Bond unless duly registered and until such Bond is submitted for inspection, if required, and such person's title thereto satisfactorily established, if disputed; and (E) Certificate. Whenever in the administration of its duties under this Resolution the Town shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Town, be deemed to be conclusively proved and established by a certificate of the Paying Agent or other expert retained by the Town for the purposes hereof, and such certificate shall be. full warrant to the Town for any action taken or suffered under the provisions of this Resolution or any Supplemental Resolution upon the faith thereof, but in its discretion the Town may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable. Section 6.04. EMPLOYMENT OF AGENTS BY TOWN. In order to perform its duties and obligations hereunder, the Town may employ such persons or entities as it deems necessary or advisable. The Town shall not be liable for any of the acts or omissions of such persons or entities employed by it with reasonable care and in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities. ARTICLE VII MODIFICATION OR AMENDMENT Section 7.01. AMENDMENTS PERMITTED. This Resolution and the rights and obligations of the Town and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Resolution pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a 23 meeting, of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 7.04. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the Town to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the Town of any pledge or lien upon the Supplemental Assessments superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the 1913 Act, the Bond-Law or this Resolution), or reduce the percentage of Bonds required for the amendment hereof, or to amend this Section 7.01. Any such amendment may not modify any of the rights or obligations of the Paying Agent without its written consent. This Resolution and the rights and obligations of the Town and of the Owners may also be modified or amended at any time by a Supplemental Resolution, without the consent of any Owners, only to the extent permitted by law and only for anyone or more of the following purposes: (A) Additions. To add to the covenants and agreements of the Town in this Resolution contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the Town; (B) Affecting Bonds. To make modifications not adversely affecting any outstanding series of Bonds of the Town in any material respect; (C) Corrections. To make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Resolution, or in regard to questions arising under this Resolution, as the Town may deem necessary or desirable and not inconsistent with this Resolution, and which shall not adversely affect the rights of the Owners of the Bonds; or (D) Tax Exemption. To make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the Bonds. Section 7.02. OWNERS' MEETINGS. The Town may at any time call a meeting of the Owners. In such event the Town is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said meeting. Section 7.03. PROCEDURE FOR AMENDMENT WITH WRITTEN CONSENT OF OWNERS. The Town may at any time adopt a Supplemental Resolution amending the provisions of the Bonds or of this Resolution or any Supplemental Resolution, to the extent that such amendment is permitted by Section 7.01 hereof, to take effect when and as provided in this Section 7.03. With respect to such Supplemental Resolution under this Section 7.03, the following shall apply: (A) Request. A copy of such Supplemental Resolution, together with a request to Owners for their consent thereto, shall be mailed by first class mail by the Administrative Services Director to each Owner of Bonds Outstanding, but failure to mail copies of such Supplemental Resolution and request shall not affect the validity of the Supplemental Resolution when assented to as in this Section provided; (B) Consents. Such Supplemental Resolution shall not become effective unless there shall be filed with the Paying Agent the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 7.04) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 8.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has 24 notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Paying Agent prior to the date when the notice hereinafter in this Section provided for has been mailed; and (C) Notice. After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Resolution, the Town shall mail a notice to the Owners in the manner above provided in this Section for the mailing of the Supplemental Resolution, stating in substance that the Supplemental Resolution has been consented Jo by the Owners of the required percentage of finds and will be effective as provided in this Section but failure to mail copies of said notice shall not affect the validity of the Supplemental Resolution or consents thereto). Proof of the mailing of such notice shall be filed with the Paying Agent. A record, consisting of the papers required by this Section 7.03 to be filed with the Paying Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Resolution shall become effective upon the filing with the Paying Agent of the proof of matters therein of such notice, and the Supplemental Resolution shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon the Town and the Owners of all Bonds at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period. Section 7.04. DISQUALIFIED BONDS. Bonds owned or held for the account of the Town, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VII, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Article VII. Section 7.05. EFFECT OF SUPPLEMENTAL RESOLUTION. From and after the time any Supplemental Resolution becomes effective pursuant to this Article VII, this Resolution shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Resolution of the Town and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Resolution shall be deemed to be part of the terms and conditions of this Resolution for any and all purposes. Section 7.06. ENDORSEMENT OR REPLACEMENT OF BONDS ISSUED AFTER AMENDMENT. The Town may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VII shall bear a notation, by endorsement or otherwise, in form approved by the Town, as to such action. In that case, upon request of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the Principal Office of the Paying Agent or at such other office as the Town may select and designate for that purpose, a suitable notation shall be made on such Bond. The Town may determine that new Bonds, so modified as in the opinion of the Town is necessary to conform to such Owners' action, shall be prepared, executed and delivered. In that case, upon request of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Paying Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds. Section 7.07. AMENDATORY ENDORSEMENT OF BONDS. The provisions of this Article VII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by such Owner, provided that due notation thereof is made on such Bonds. 25 ARTICLE VIII MISCELLANEOUS Section 8.01. BENEFITS OF AGREEMENT LIMITED TO PARITIES. Nothing in this Resolution, expressed or implied, is intended to give to any person other than the Town, the Paying Agent and the Owners, any right, remedy or claim under or by reason of this Resolution. Any covenants, stipulations, promises or agreements in this Resolution contained by and on behalf of the Town shall be for thg,-sole and exclusive benefit of the Owners and the Paying Agent. Section 8.02. SUCCESSOR AND PREDECESSOR. Whenever in this Resolution or any Supplemental Resolution either the Town or the Paying Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Resolution contained by or on behalf of the Town shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 8.03. DISCHARGE OF RESOLUTION. Subject to the provisions of Section 2.03 hereof, the Town may pay and discharge the entire indebtedness on all Bonds Outstanding in any one or more of the following ways: (A) Payment. By paying or causing to be paid the principal of (including any Sinking Fund Payments) and interest and any premium on all Bonds Outstanding, as and when the same become due and payable; (B) Cash. By depositing with the Paying Agent, in trust, at or before maturity, money which, together with the amounts then on deposit in the Redemption Fund is fully sufficient to pay all Bonds Outstanding, including all principal, interest and any applicable redemption premiums; or (C) Federal Securities. By irrevocably depositing with the Paying Agent, in trust, cash and Federal Securities in such amount as the Town shall determine, as confirmed by an independent consultant, which will, together with the interest to accrue thereon and moneys then on deposit in the Redemption Fund be fully sufficient to pay and discharge the indebtedness on all Bonds, including all principal, interest and any applicable redemption premiums, at or before their respective maturity dates. If notice of redemption of all Bonds Outstanding shall have been given as in this Resolution provided or if provision satisfactory to the Paying Agent shall have been made for the giving of such notice, then, at the election of the Town, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Supplemental Assessments and other funds provided for in this Resolution and all other obligations of the Town under this Resolution with respect to all Bonds Outstanding shall cease and terminate, except only the obligation of the Town to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon, the obligation of the Town to assure that no action is taken or failed to be taken if such action or failure adversely affects the exclusion of interest on the Bonds from gross income for federal income tax purposes, and all amounts owing to the Paying Agent pursuant to Section 7.05 hereof; and thereafter Supplemental Assessments shall not be payable to the Paying Agent. Notice of such election shall be filed with the Paying Agent. Any funds thereafter held by the Paying Agent upon payments of all fees and expenses of the Paying Agent, which are not required for said purpose, shall be paid over to the Town to be used by the Town as provided in the 1913 Act and the Bond Law. Section 8.04. EXECUTION OF DOCUMENTS AND PROOF OF OWNERSHIP. Any request, declaration or other instrument which this Resolution may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their 26 attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. The ownership of registered bonds and the amou it, maturity, number and date of holding the Mme shall be proved by the registry books. Any consent, request, declaration or other instrument or writing of the then registered Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Town or the Paying Agent in good faith and in accordance therewith. Section 8.05. WAIVER OF PERSONAL LIABILITY. No member, officer, Paying Agent or employee of the Town shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such member, officer, Paying Agent or employee from the performance of any official duty provided by law. Section 8.06. NOTICES AND DEMANDS. Any notice or demand hereunder to the Town or the Paying Agent may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is provided) as follows: (A) Town: Administrative Services Director Town of Tiburon 1505 Tiburon Blvd Tiburon, CA 94920 (B) Paying Agent: The Bank of New York Mellon Trust Company, N.A. 700 South Flower Street, 5th Floor Los Angeles, CA 90017-4104 Attn: Corporate Trust Division Section 8.07. PARTIAL INVALIDITY. If any Section, paragraph, sentence, clause or phrase of this Resolution shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Resolution. The Town hereby declares that it would have adopted this Resolution and each and every other Section, paragraph, sentence, clause or phrase hereof and would have authorized the issue of the Bonds pursuant thereto irrespective of the fact that anyone or more Sections, paragraphs, sentences, clauses, or phrases of this Resolution may be held illegal, invalid or unenforceable. Section 8.08. UNCLAIMED MONEYS. Anything contained herein to the contrary notwithstanding, any moneys held by the Administrative Services Director in trust for the payment and discharge of the principal of, and the interest and any premium on, the Bonds which remains unclaimed for two (2) years after the date when payments of principal, interest and any premium have become payable, shall be repaid by the Administrative Services Director to the Town as its absolute property free from any trust, and the Administrative Services Director shall thereupon be released and discharged with respect thereto. Section 8.09. APPLICABLE LAW. This Resolution shall be governed by and enforced in accordance with the laws of the State applicable to contracts made and performed in the State. 27 Section 8.10. CONFLICT WITH BOND LAW. In the event of a conflict between any provision of this Resolution with any provision of the Bond Law, the provision of the Bond Law shall prevail over the conflicting provision of this Resolution. Section 8.11. CONCLUSIVE EVIDENCE OF REGULARITY; VALIDITY. Bonds issued pursuant to this Resolution shall constitute conclusive evidence of the regularity of all proceedings under the 1913 Act and the Bond Law relative to the levy of the Supplemental Assessments and issuance of the Bonds. The validity of the authorization and issuance of the-Bonds shall not be dependent upon the completien and/or acquisition of the Project or any part thereof or the performance by any person or such person's obligation(s) with respect to the Project. Section 8.12. PAYMENT ON BUSINESS DAY. In any case where the date of the maturity of interest or of principal, (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant to this Resolution is other than a Business Day, the payment of interest or principal, including Sinking Fund Payments, (and any redemption premium) or the action need not be made on such date but may be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date required and no additional interest shall accrue from such Interest Payment Date until such Business Day. Section 8.13. REPEAL OF INCONSISTENT RESOLUTIONS. Any resolution of the Council, and any part of such resolution, inconsistent with this Resolution, is hereby repealed to the extent of such inconsistency; provided, however, that the foregoing shall not be construed to apply to and shall not apply to any provision or provisions of the 2005 Bond Resolution or the Prior Bonds. Section 8.14. CONSULTANTS. All actions mandated by this Resolution to be performed by the Administrative Services Director may be performed by the designee thereof or such other official of the Town or independent contractor, consultant or trustee duly authorized by the Town to perform such action or actions in furtherance of all or a specific portion of the requirements hereof. Section 8.15. CERTIFIED COPIES. The Clerk shall cause to be furnished a certified copy of this resolution to the Administrative Services Director, the Paying Agent, and the Auditor of the County. Section 8.16. EFFECTIVE DATE OF THE RESOLUTION. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED at the regular meeting of the Town Council of the Town of Tiburon. State of California. on this 25th day of August, 2010, by the following vote to wit: AYES:. COUNCILMEMBERS NOES: COUNCILMEMBERS ABSENT: COUNCILMEMBERS: ATTE T: ).3 ; DIANE CRANE IACC i ,P f, TOWN CLERK Collins, Fredericks, Fraser, O'Donnell, Slavitz None None HARD COLLINS, MAYOR TOWN OF TIBURON 28 EXHIBIT A FORM OF BOND United States of America State of California No. R- $ Town of Tiburon Del Mar Valley 2010 Supplemental Utility Undergrounding Assessment District Subordinate Lien Limited Obligation Improvement Bond Interest Rate: Maturity Date: Bond Date: CUSIP: % September 2, 20 September 2010 886332 REGISTERED OWNER: Cede & Co. PRINCIPAL SUM: Dollars Under and by virtue of the Improvement Bond Act of 1915, being Division 10 of the Streets and Highways Code of the State of California (the "Act"), the Town of Tiburon, California (the "Issuer"), will, out of the Redemption Fund for the payment of the Bonds issued upon the unpaid supplemental assessments (the "Supplemental Assessments") in Del Mar Valley 2010 Supplemental Utility Undergrounding Assessment District (the "Supplemental Assessment District"), as more fully described in the Resolution Authorizing Issuance of Bonds for the Supplemental Assessment District, adopted by the City Council of the Issuer on August 25, 2010 (the "Bond Resolution"), pay to the registered owner stated above, on maturity date stated above, the principal sum stated above in lawful money of the United States of America upon presentation at the corporate trust office or agency of The Bank of New York Trust Company, N.A. (together with any successor paying agent under the Bond Resolution, the "Paying Agent") in Los Angeles, California (or such other office designated by the Paying Agent, herein called the "Principal Office" of the Paying Agent), with interest thereon from the Interest Payment Date next preceding the date on which this Bond is authenticated, unless (i) the date of authentication is an Interest Payment Date, in which event it shall bear interest from such date of authentication, (ii) the date of authentication is after a Record Date but prior to the immediately succeeding Interest Payment Date, in which event it shall bear interest from that Interest Payment Date, or (iii) the date of authentication is prior to the close of business on the first Record Date, in which event interest shall be payable from the Bond Date set forth above; provided, however, that if at the time of authentication of any Bond, interest is in default, interest on that Bond shall be payable from the last Interest Payment Date to which the interest has been paid or made available for payment or from the Bond Date set forth above if no interest has been paid or made available for payment, at the rate per annum stated above, all as is hereinafter specified. This Bond is one of a series of Bonds of like date, tenor and effect, but differing in amounts, interest rates and maturities, issued by the Issuer under the Act for the purpose of providing means for paying for the work and improvements described in the Final Engineer's Report for said Supplemental Assessment District, is secured by the monies in the Redemption Fund and the Reserve Fund and by the unpaid assessments made for the payment of said work, and is payable as to both principal and interest exclusively Exhibit A Page 1 out of the Redemption Fund. Further terms and conditions of the Bonds are provided for by the Bond Resolution, and this reference incorporates the Bond Resolution herein, and by acceptance hereof the owner of this Bond assents to the terms and conditions of the Bond Resolution. All capitalized terms used herein shall have the same meanings given such terms in the Bond Resolution unless otherwise specified herein. The interest on this Bond is payable semiannually on March 2 and September 2 in each year, commencing March 2, 2011 (each an "Interest Payment Date"), to the registered owner hereof by check mailed by first-class mail to the registered owner at the registered owner's address as it appears on the registrin books kept by the Paying Agent on the fifteenth day of the month immediately preceding said Interest Payment Date regardless of whether such day is a business day (the "Record Date"), or by wire transfer to an account in the United States of America made on an Interest Payment Date upon written instructions received by the Paying Agent on or before the Record Date from an owner of $1,000,000 or more in aggregate principal amount of Bonds. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. This Bond will continue to accrue 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 monies in the Redemption Fund with which to pay same. If this Bond is not presented at maturity, interest hereon will cease to accrue at maturity. The Bonds are issuable only as fully-registered Bonds in denominations of $5,000 or any integral multiple thereof, except for one Bond maturing in the first year of maturity which shall include the amount by which the total aggregate principal amount of the Bonds exceeds the maximum integral multiple of $5,000. This Bond is transferable by the registered owner hereof in person or by the registered owner's attorney duly authorized in writing at the Principal Office of the Paying Agent, subject to the payment of any tax or governmental 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. The Bonds are limited obligations of the Issuer and are not a lien or charge upon the funds or property of the Issuer, except to the extent of the funds in the Redemption Fund and the Reserve Fund. The Bonds are not a debt of the Issuer or the State of California or any subdivision thereof, and neither the Issuer nor the State of California or any subdivision thereof is liable for the payment of the Bonds. THE ISSUER HAS DETERMINED AND DECLARED THAT THE ISSUER WILL NOT OBLIGATE ITSELF TO ADVANCE AVAILABLE FUNDS FROM ITS TREASURY TO CURE ANY DEFICIENCY WHICH MAY OCCUR IN THE REDEMPTION FUND. In addition to the foregoing paragraph, the lien which secures payment of the unpaid supplemental assessments of the Supplemental Assessment District is subordinate to the lien which secures the previously-imposed special assessments (the "Prior Assessments") of the previously-established Del Mar Valley Utility Undergrounding Assessment District of the Town (the "Prior Assessment District"). The parcels of land within the Supplemental Assessment District which are encumbered by a lien securing payment of an unpaid Supplemental Assessment are also situated within the Prior Assessment District and are encumbered by a lien securing payment of an unpaid Prior Assessment. The Town has issued and sold limited obligation improvement bonds (the "Prior Bonds") upon the security of and payable from installments collected on account of the Prior Assessments. This Bond or any portion of thereof may be redeemed, in whole or in part in increments of $5,000, in advance of maturity on any Interest Payment Date, from any source of funds legally available, including, without limitation, the prepayment of assessments and surplus funds, if any, remaining in the Improvement Fund following completion of the authorized improvement work, at the redemption price of one hundred two percent (102%) of the principal amount to be redeemed, together with accrued interest to the date of redemption Exhibit A Page 2 In lieu of payment at maturity or redemption as described above, monies in the Redemption Fund (other than monies representing prepaid Supplemental Assessments) may be used and withdrawn by the Administrative Services Director for purchase of Outstanding Bonds, but in no event may Bonds be purchased at a price in excess of the principal amount thereof, the premium, if any, plus interest accrued to the date of maturity or redemption. Notice of redemption in advance of maturity shall be given in accordance with the provisions of the Bond Resolution. If notice of redemption has been duly given and the amount necessary for the redemption has been made available for that purpose on the date fixed for such redemption, then from and after the redemption date, the Bonds or portions thereof so designated for redemption shall be deemed to be no longer outstanding and such Bonds or portions thereof shall cease to accrue further interest and no owner of any of the Bonds or portion thereof so designated for redemption shall be entitled to any of the benefits of the Bond Resolution, or to any other rights, except with respect to payment of the redemption price and interest accrued to the redemption date from the amounts so made available. Bonds. This Bond is subject to refunding pursuant to the Refunding Act of 1984 for 1915 Improvement Act The Bond Resolution and the rights and obligations of the Issuer and of the owners of the Bonds and of the Paying Agent may be modified or amended from time to time and at any time in the manner, to the extent, and upon the terms provided in the Bond Resolution; provided that no such modification or amendment shall (i) extend the maturity of any Bond or the time for paying interest thereon, or otherwise alter or impair the obligation of the Issuer to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the owner of such Bond, (ii) permit the creation of any pledge of or lien upon the assessments superior to or on a parity with the pledge and lien created for the benefit of the Bonds, (iii) reduce the percentage of Bonds required for the amendment, or (iv) reduce the principal amount of or redemption premium on any Bond or reduce the interest rate thereon. This Bond shall not be entitled to any benefit under the Act or the proceedings or become valid or obligatory for any purpose until the Certificate of Authentication hereon endorsed shall have been dated and signed by the designated transfer agent, registrar and paying agent. IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed by its Administrative Services Director and its Town Clerk, as of , 2010. Administrative Services Director CERTIFICATE OF AUTHENTICATION Town Clerk This Bond has been authenticated on , 2010 The Bank of New York Mellon Trust Company, N.A., as Paying Agent, Transfer Agent, and Registrar By: Authorized Officer Exhibit A Page 3 DTC LEGEND Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or the Paying Agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or in such other naive as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON ISti-WRONGFUL inasmuch as the registered owwer hereof, Cede &Co., has an interest herein. ASSIGNMENT For value received the undersigned do(es) hereby sell, assign and transfer unto (Name, Address, and Tax Identification or Social Security Number of Assignee) the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s), to transfer the same on the books of the Paying Agent with full power of substitution in the premises. attorney, Dated: Guaranteed: NOTICE: Signature must be guaranteed by a qualified guarantor. Signature NOTICE: The signature on this assignment must correspond with the name as it appears on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. 1479134.3 Exhibit A Page 4