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HomeMy WebLinkAboutRes 1999-37V N RESOLUTION NO. 1999 -37 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $19400,000 AGGREGATE PRINCIPAL AMOUNT OF GENERAL OBLIGATION BONDS, SERIES 1999; PROVIDING FOR THE ANNUAL LEVY OF A TAX FOR THE PAYMENT OF THE BONDS; ACCEPTING A PROPOSAL FOR THE PURCHASE OF THE BONDS; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR THE SERVICES OF A BOND REGISTRAR, TRANSFER AGENT AND PAYING AGENT; AUTHORIZING THE PURCHASE OF BOND INSURANCE; APPROVING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE ISSUANCE AND SALE OF THE BONDS HEREIN AUTHORIZED; RATIFYING THE ACTIONS OF CITY OFFICERS AND AGENTS CONCERNING THE BONDS AND THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT PERTAINING TO THE BONDS; PROVIDING CERTAIN TERMS, COVENANTS AND PROVISIONS REGARDING THE BONDS; AND DECLARING AN EMERGENCY. WHEREAS, pursuant to a special bond election held in and for the Town of Fountain Hills, Arizona (the "Town "), on May 18, 1999, the issuance of General Obligation Bonds has been approved; and WHEREAS, the Town now desires to issue and sell $1,400,000 of its General Obligation Bonds, Series 1999 (the "Bonds "), for the purposes and according to the terms as set forth in this resolution; and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of Arizona to happen, exist and be performed precedent to and in the adoption of this resolution have happened, exist and have been performed as so required in order to make this resolution a valid and binding instrument for the security of the Bonds authorized herein; NOW, THEREFORE, IT IS RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, AS FOLLOWS: Section 1. Authorization. For the purpose of providing funds to make certain of the acquisitions and public improvements authorized by the qualified electors of the City at the special bond election held on May 18, 1999, there is hereby authorized to be issued and sold $1,400,000 aggregate principal amount of the Bonds. The allocation of bond proceeds to particular election questions is set forth in Exhibit B, attached hereto and incorporated by reference herein. Section 2. Terms. The Bonds hereby authorized to be issued shall be designated Town of Fountain Hills, Arizona General Obligation Bonds, Series 1999 (the "Bonds "). The Bonds shall be dated as of August 1, 1999 and will bear interest from the most recent January 1 or July 1 to which interest has been paid, or in the case of the interest due January 1, 2000, from their original dated date, to the maturity of each of the Bonds. The first interest payment date will be January 1, 2000, and interest shall be payable semiannually SWR:gmh 314809 8/5/99 thereafter on each succeeding July 1 and January 1 during the term of the Bonds. The Bonds will be in the denomination of $5,000 each or integral multiples thereof and will be in fully registered form. The Bonds will mature on July 1 in the years and amounts and shall bear interest at the rates as follows: Maturity Date (July 1) Principal Amount Interest Rate Maturity Date (July 1) Principal Amount Interest Rate 2000 $50,000 6.50% 2008 $100,000 4.70% 2001 75,000 6.50% 2009 100,000 4.80% 2002 75,000 6.50% 2010 1001,000 4.90% 2003 751,000 6.50% 2011 125,000 5.00% 2004 75,000 6.50% 2012 125,000 5.00% 2005 75,000 6.50% 2013 125,000 5.00% 2006 75,000 4.50% 2014 1253,000 5.10% 2007 100,000 4.60% The principal of and premium, if any, on the Bonds shall be payable, when due, upon surrender of such Bond, at the designated corporate trust office of the Registrar and Paying Agent (as hereinafter defined). Interest on the Bonds shall be payable by check, dated as of the interest payment date, mailed at or prior to each interest payment date to the registered owner thereof as shown on the registration books for the Bonds maintained by the Registrar at the address appearing therein at the close of business on the fifteenth day of a calendar month preceding an interest payment date (the "Record Date "). Upon written request made at least twenty (20) days prior to an interest payment date by a registered owner of at least $1,000,000 in principal amount of Bonds outstanding or on any Bonds held by a securities depository, all payments of interest and, if adequate provision for surrender is made, principal and premium, if any, shall be paid by wire transfer in immediately available funds to an account within the United States of America designated by such registered owner. The Bonds have such additional terms and provisions as are set forth in the form of Bond attached hereto as Exhibit A, which is a part of this resolution. Section 3. Prior Redemption. A. Redemption. Bonds maturing on or before July 1, 2009, are not subject to call for redemption prior to maturity. Bonds maturing on or after July 1, 2010, are subject to call for redemption prior to maturity, at the option of the Town, in whole or in part, on July 1, 2009, or on any interest payment date thereafter by the payment of a redemption price equal to the principal amount of each Bond called for redemption plus accrued interest to the date fixed for redemption plus a premium payable from any sources lawfully available therefor, the premium (calculated as a percentage of the principal amount of such Bonds to be redeemed) to be computed as follows: -2- SWR:gmh 314809 8/5/99 Ca'av Redemption Dates Premium July 1, 2009, and January 1, 2010 1.0% July 1, 2010, and January 1, 2011 0.5% July 1, 2011, and thereafter without premium. B. Notice. Notice of redemption of any Bond will be mailed by first class mail, postage prepaid, to the registered owner thereof at the address shown on the books of the Registrar not more than sixty (60) nor less than thirty (30) days prior to the date set for redemp- tion. Failure to properly give notice of redemption shall not affect the redemption of any Bond for which notice was properly given. C. Effect of Call for Redemption. On the date designated for redemption by notice given as herein provided, the Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Bonds on such date, and, if moneys for payment of the redemption price are held in separate accounts by the Paying Agent, interest on such Bonds or portions of Bonds so called for redemption shall cease to accrue, such Bonds shall cease to be entitled to any benefit or security hereunder and the owners of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof and such Bonds shall be deemed paid and no longer outstanding. D. Redemption of Less Than All of a Bond. The Town may redeem an amount which is included in a Bond in the denomination in excess of, but divisible by, $5,000. In that event, the registered owner shall submit the Bond for partial redemption and the Paying Agent shall make such partial payment and the Registrar shall cause to be issued a new Bond in a principal amount which reflects the redemption so made to be authenticated and delivered to the registered owner thereof. Section 4. Security. For the purpose of paying the principal of, interest and premium (if any) on early redemption and costs of administration of the registration and payment of the Bonds there shall be levied on all the taxable property in the Town a continuing, direct, annual, ad valorem tax sufficient to pay all such principal, interest, premium and administration costs on the Bonds as the same becomes due, such taxes to be levied, assessed and collected at the same time and in the same manner as other taxes are levied, assessed and collected. The proceeds of the taxes shall be kept in a special fund and shall be used only for the purpose for which collected. Section 5. Form of Bonds. The Bonds shall be in substantially the form of Exhibit A. attached hereto and incorporated by reference herein, with such necessary and appropriate omissions, insertions and variations as are permitted or required hereby and are approved by those officers executing the Bonds and execution thereof by such officers shall constitute conclusive evidence of such approval. The Bonds may have notations, legends or endorsements required by law, securities exchange rule or usage. Each Bond shall be dated the date of its authentication and registration. -3- SWR:gmh 314809 8/5/99 Section 6. Use of Proceeds. The proceeds from the sale of the Bonds shall be set aside and deposited by the Accounting Supervisor into a separate account and used for the purpose set forth on Exhibit B attached hereto. These Bonds will be charged against the Town's 20% debt limit (Article 9, Section 8, Arizona Constitution). The moneys for this purpose as stated above shall be applied and used solely for such purpose. Section 7. Execution of Bonds. The Bonds shall be executed for and on behalf of the Town by the Mayor and attested by the Clerk by their manual or facsimile signatures and the Town seal will be either photographically, mechanically reproduced or manually imprinted or affixed on the Bonds. If the signatures are affixed or imprinted by facsimile, the Mayor and Clerk shall execute a certificate adopting as their signatures the facsimile signatures appearing on the Bonds. If an officer whose signature is on a Bond no longer holds that office at the time the Bond is authenticated and registered, the Bond shall nevertheless be valid. A Bond shall not be valid or binding until authenticated by the manual signature of an authorized officer of the Registrar. The signature shall be conclusive evidence that the Bond has been authenticated and issued under this resolution. Section 8. Mutilated, Lost or Destroyed Bonds. In case any Bond becomes mutilated or destroyed or lost, the Town shall cause to be executed and delivered a new Bond of like date and tenor in exchange and substitution for and upon the cancellation of such mutilated Bond or in lieu of and in substitution for such Bond destroyed or lost, upon the registered owner's paying the reasonable expenses and charges of the Town in connection therewith and, in the case of the Bond destroyed or lost, filing with the Town Clerk by the registered owner evidence satisfactory to the Town that such Bond was destroyed or lost, and furnishing the Town with a sufficient indemnity bond pursuant to § 47 -8405, Arizona Revised Statutes. Section 9. Acceptance of Final Bid. The bid of Dean Witter Reynolds (the "Purchaser "), which is on file with the Town Clerk, is hereby accepted as the lowest and best bid and the Bonds are hereby ordered sold to such purchaser in accordance with the terms of such bid and the terms and conditions of the Notice Inviting Proposals for the Purchase of Bonds. The Accounting Supervisor is hereby authorized and directed to cause the Bonds to be delivered to or upon the order of the purchaser upon receipt of payment therefor and satisfaction of the other conditions for delivery thereof in accordance with the terms of the sale. Section 10. Registrar and Paying Agent. The Town will maintain an office or agency where Bonds may be presented for registration of transfer (the "Registrar ") and an office or agency where Bonds may be presented for payment (the "Paying Agent "). The Town may appoint one or more co- registrars or one or more additional Paying Agents. The Registrar and Paying Agent may make reasonable rules and set reasonable requirements for their respective functions with respect to the owners of the Bonds. -4- SWR:gmh 314809 8/5/99 Initially, U.S. Bank Trust National Association, Phoenix, Arizona, will act as, and is hereby designated as, the Registrar and Paying Agent with respect to the Bonds. Any entity into which the Registrar and Paying Agent is merged or consolidated shall continue as the Registrar and Paying Agent hereunder without notice to the owners of Bonds or any further action by the Town. The Town may change the Registrar or Paying Agent without notice to or consent of owners of the Bonds and the Town may act in any such capacity. The contract for Registrar's services is hereby approved in substantially the form on file with the Town Clerk to provide for payment of Registrar's services. The Mayor or Accounting Supervisor is hereby authorized and directed to execute the contract with the Registrar. Each Paying Agent will be required to agree in writing that the Paying Agent will hold in trust for the benefit of the owners of the Bonds all moneys held by the Paying Agent for the payment of principal of and interest and any premium on the Bonds. The Registrar may appoint an authenticating agent acceptable to the Town to authenticate Bonds. An authenticating agent may authenticate Bonds whenever the Registrar may do so. Each reference in this resolution to authentication by the Registrar includes authentication by an authenticating agent acting on behalf and in the name of the Registrar and subject to the Registrar's direction. The Registrar shall keep a register of the Bonds, the registered owners of the Bonds and of transfer of the Bonds. When Bonds are presented to the Registrar or a co- registrar with a request to register transfer, the Registrar will register the transfer on the registration books if its requirements for transfer are met and will authenticate and deliver one or more Bonds registered in the name of the transferee of the same principal amount, maturity and rate of interest as the surrendered Bonds. Bonds presented to the Registrar for transfer after the close of business on the Record Date and before the close of business on the next subsequent interest payment date will be registered in the name of the transferee but the interest payment will be made to the registered owners shown on the books of the Registrar as of the close of business on the Record Date. The Registrar shall authenticate Bonds for original issue up to $1,400,000 in aggregate principal amount upon the written request of the Accounting Supervisor. The aggregate principal amount of Bonds outstanding at any time may not exceed that amount except for replacement Bonds as to which the requirements of the Registrar and the Town are met. Section 11. Official Statement. The preparation, completion, use and distribution of the Preliminary Official Statement dated July 16, 1999 (the "Preliminary Official Statement "), pertaining to the original issuance of the Bonds in the form now on file with the Town Clerk is approved as a "deemed final" official statement (excepting permitted omissions), by the Town as of its date for purposes of Securities and Exchange Commission Rule 15c2 -12 (the "Disclosure Rule "). Either the Mayor or the Accounting Supervisor is hereby authorized to certify or represent that the Official Statement is "final" for purposes of the Disclosure Rule. Such approval of the Preliminary Official Statement by either the Mayor or Accounting -5- SWR:gmh 314809 8/5/99 Supervisor shall constitute the approval and designation by the Town of the Preliminary Official Statement as a deemed final Official Statement for all purposes of the Disclosure Rule. Either the Mayor or Accounting Supervisor is authorized on the Town's behalf to complete a final official statement to be dated on or about the date hereof, and in substantially the form of the Preliminary Official Statement (the "Final Official Statement "). (The Preliminary Official Statement and the Final Official Statement are collectively referred to herein as the "Official Statement ".) The Final Official Statement shall contain such modifications, changes and supplements as either the Mayor or Accounting Supervisor shall approve or authorize as necessary to make true and accurate the information contained therein. Either the Mayor or Accounting Supervisor is hereby authorized to execute and deliver to the Underwriters the Final Official Statement. Either the Mayor or Accounting Supervisor is further authorized to use and distribute, or authorize the use and distribution of, the Final Official Statement and supplements thereto concerning the original issuance of the Bonds as may in the Mayor's or Accounting Supervisor's judgment be necessary or appropriate. The Mayor, Town Clerk or Accounting Supervisor is also authorized to sign and deliver, on the Town's behalf and in their official capacities, such certificates concerning the accuracy of the Final Official Statement and any amendment thereto as may, in their judgment, be necessary or appropriate. Section 12. Continuing Disclosure Undertaking. In order to comply with the provisions of the Disclosure Rule, the Accounting Supervisor is hereby authorized and directed to prepare, execute and deliver on behalf of the City a written undertaking or agreement for the benefit of the owners of the Bonds. The written undertaking or agreement shall contain such terms and provisions as are necessary to comply with the Disclosure Rule including, but not limited to, an agreement to provide both annual financial information (and audited financial statements, when available) and material events disclosure to nationally recognized municipal securities information repositories. Section 13. Rebate Fund; Rebate Payments. The Mayor and the Council hereby authorize the Accounting Supervisor or any agent thereof to create a separate fund to be known as the Rebate Fund. Into such fund shall be deposited any and all moneys deemed necessary to remain in compliance with the provisions of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code "), or any regulations promulgated thereunder. Moneys in such fund shall be segregated or (if authorized in writing by an opinion of bond counsel) commingled with other moneys of the Town. The Accounting Supervisor is ordered and directed to employ or engage one or more arbitrage rebate consultants to calculate annually any necessary rebate amount to be paid to the United States of America. The Accounting Supervisor is authorized and directed to pay any amounts necessary to the United States, as arbitrage rebate(s). Section 14. Resolution a Contract. This resolution shall constitute a contract between the Town and the registered owners of the Bonds and shall not be repealed or amended -6- SWR:gmh 314809 8/5199 in any manner which would impair, impede or lessen the rights of the registered owners of the Bonds then outstanding. Section 15. Severability. If any section, paragraph, subdivision, sentence, clause or phrase of this resolution is for any reason held to be illegal or unenforceable, such decision will not affect the validity of the remaining portions of this resolution. The Mayor and Council hereby declare that the Town would have adopted this resolution and each and every other section, paragraph, subdivision, sentence, clause or phrase hereof and authorized the issuance of the Bonds pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this resolution may be held illegal, invalid or unenforceable. Section 16. Ratification of Actions. All actions of the officers and agents of the Town which conform to the purposes and intent of this resolution and which further the issuance and sale of the Bonds as contemplated by this resolution whether heretofore or hereafter taken shall be and are hereby ratified, confirmed and approved. Any change made in the Notice Inviting Proposals for the Purchase of Bonds which do not conform to the prior order of this Mayor and Council are hereby ratified. The proper officers and agents of the Town are hereby authorized and directed to do all such acts and things and to execute and deliver all such documents on behalf of the Town as may be necessary to carry out the terms and intent of this resolution. Section 17. Tax Covenants. In consideration of the purchase and acceptance of (wo, the Bonds by the owners thereof and, as authorized by Arizona Revised Statutes, Title 35, Chapter 3, Article 7, and in consideration of retaining the exclusion of interest income on the Bonds from gross income for federal income tax purposes, the Town covenants with the owners from time to time of the Bonds to neither take nor fail to take any action which action or failure to act is within its power and authority and would result in interest on the Bonds become subject to federal income taxes. The Town agrees that it will comply with such requirements as in the opinion of Gust Rosenfeld P.L.C. ( "bond counsel ") are necessary to prevent interest on the Bonds becoming subject to inclusion in gross income for federal income tax purposes. Such requirements may include but are not limited to making further specific covenants; making truthful certifications and representations and giving necessary assurances; complying with all representations, covenants and assurances contained in certificates or agreements to be prepared by bond counsel; to pay to the United States of America any required amounts representing rebates of arbitrage profits relating to the Bonds; filing forms, statements and supporting documents as may be required under the federal tax laws; limiting the term of and yield on investments made with moneys relating to the Bonds; and limiting the use of the proceeds of the Bonds and property financed thereby. Section 18. Emergency Clause. The immediate operation of the provisions hereof is necessary for the preservation of the public peace, health and safety and an emergency is hereby declared to exist, and this resolution will be in full force and effect from and after its SWR:gmh 314809 8/5/99 passage by the Mayor and Council and it is hereby except from the referendum provisions of the Constitution. PASSED AND ADOPTED by the Mayor Hills, Arizona, on August 5, 1999. ATTEST: IAA LLA,� Town Clerk APPROVED AS TO FORM: Z'rl� IN �- 02 l Bond Counsel Council of the Town of Fountain Exhibit A: Bond Form Exhibit B: List of Projects Financed and Bond Authorization Utilized CERTIFICATION I, Cassie Hansen, the duly appointed and acting Clerk of the Town of Fountain Hills, Arizona, do hereby certify that the above and foregoing Resolution No. 1999 -37 was duly passed by the Town Council of the Town of Fountain Hills, Arizona, at a regular meeting held on August 5, 1999, and the vote was CD aye's and nay's and that the Mayor and (� Council Members were present thereat. DATED: August 5, 1999. �idA/Lc z &v�iL..J Town Clerk SWR:gmh 314809 815/99 EXHIBIT A (Face of Bond) TOWN OF FOUNTAIN HILLS, ARIZONA GENERAL OBLIGATION BOND SERIES 1999 Number: Denomination: Interest Maturity Original Rate Date Dated Date CUSIP: August 1, 1999 Registered Owner: Principal Amount: THE TOWN OF FOUNTAIN HILLS, ARIZONA, for value received, hereby promises to pay to the registered owner identified above, or registered assigns as provided herein, on the maturity date set forth above, the principal amount set forth above, and to pay interest on the unpaid principal amount at the interest rate shown above. Certain bonds of the series of which this bond is one are subject to call for redemption prior to maturity in accordance with the terms set forth on the reverse of this bond. Interest is payable on July 1 and January 1 of each year commencing January 1, 2000, and will accrue from the most recent date to which interest has been paid, or, if no interest has been paid, from the original dated date set forth above. Interest will be computed on the basis of a year comprised of 360 days consisting of twelve (12) months having thirty (30) days each. Principal, interest and any premium are payable in lawful money of the United States of America. Interest will be paid by check payable to the order of and mailed when due to the registered owner at the address shown on the registration books maintained by the registrar at the close of business on the record date as explained on the reverse hereof. The principal will be paid when due to the registered owner upon surrender of this bond for payment at the designated office of the paying agent, which on the original issue date is the corporate trust office of U.S. Bank Trust National Association. Payment of interest and, if adequate terms of surrender of such bonds are made with the Paying Agent, principal and premium, if any, may be paid to the owner of at least $1,000,000 principal amount of bonds outstanding, by wire transfer to an account of such owner located within the United States of America, if such owner provides a written request to the Paying Agent at least SWR:gmh 314816.01 8/5/99 A -1 twenty (20) days prior to an interest payment date, which request shall specify the wire transfer instructions. See the reverse side of this bond for additional provisions. It is hereby certified and recited that all conditions, acts and things required by the Constitution and laws of the State of Arizona to exist, to occur and to be performed precedent to and in the issuance of this bond exist, have occurred and have been performed and that the series of bonds of which this is one, together with all other indebtedness of the Town, is within every debt and other limit prescribed by the Constitution and laws of the State of Arizona, and that due provision has been made for the levy and collection of a direct, annual, ad valorem tax upon all of the taxable property in the Town for the payment of this bond and of the interest hereon as each becomes due. The Town has caused this bond to be executed by its Mayor and attested by its Clerk, which signatures may be manual or by facsimile signatures. This bond is not valid or binding upon the Town without the manually affixed signature of an authorized representative of the registrar. TOWN OF FOUNTAIN HILLS, ARIZONA ATTEST: Clerk (SEAL) Mayor DATE OF AUTHENTICATION AND REGISTRATION: AUTHENTICATION CERTIFICATE This bond is one of the Town of Fountain Hills, Arizona, General Obligation Bonds, Series 1999, described in the resolution mentioned on the reverse hereof. U.S. BANK TRUST NATIONAL ASSOCIATION, as Registrar 0 Authorized Representative SWR:gmh 314816.41 8/5/99 A-2 (Form of Reverse Side of Bond) This bond is one of a series of bonds in the aggregate principal amount of $1,400,000 of like tenor except as to amount, maturity date, redemption provisions, rate of interest and number, issued by the Town to provide funds to make those certain acquisitions and public improvements approved by a majority vote of qualified electors voting at elections duly called and held in and for the Town, pursuant to a resolution of the Mayor and Council of the Town duly adopted prior to the issuance hereof and pursuant to the Constitution and laws of the State of Arizona relative to the issuance and sale of general obligation bonds, and all amendments thereto, and all other laws of the State of Arizona thereunto enabling. For the punctual payment of this bond and the interest hereon and for the levy and collection of ad valorem taxes sufficient for that purpose, the full faith and credit of the Town are hereby irrevocably pledged. Bonds maturing on or before July 1, 2009, are not subject to call for redemption prior to maturity. Bonds maturing on or after July 1, 2010, are subject to call for redemption prior to maturity, at the option of the Town, in whole or in part, on July 1, 2009, or on any interest payment date thereafter, by the payment of a redemption price equal to the principal amount of each bond called for redemption plus interest accrued to the date fixed for redemption plus a premium (calculated as a percentage of the principal amount of the bonds to be redeemed) to be computed as follows: Redemption Dates Premium July 1, 2009 and January 1, 2010 1.0% July 1, 2010 and January 1, 2011 0.5% July 1, 2011 and thereafter without premium. Notice of redemption of any bond will be mailed to the registered owner of the bond or bonds being redeemed at the address shown on the bond register maintained by the registrar not more than sixty (60) nor less than thirty (30) days prior to the date set for redemption. Failure to properly give notice of redemption shall not affect the redemption of any bond for which notice was properly given. This bond is transferable by the registered owner in person or by attorney duly authorized in writing at the designated office of the registrar upon surrender and cancellation of this bond, but only in the manner and subject to the limitation and upon payment of the charges provided in the authorizing resolution. Upon such transfer a new bond or bonds of the same aggregate principal amount, maturity and interest rate will be issued to the transferee in exchange. The registrar may require an owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the authorizing resolution. The Town has chosen the fifteenth day of the month preceding an interest payment date as the record date for this series of bonds. Should this bond be submitted to the registrar for transfer during the period commencing after the close of business on the record date and continuing to and including the next subsequent interest payment date, ownership will be transferred in the normal manner but the interest payment will be made payable to and mailed to the registered owner as SWR:gmh 314816.01 815199 A-3 shown on the registrar's books at the close of business on the record date. The registrar may be changed at any time by the Town. The registrar may but need not register the transfer of a bond which has been selected for redemption and need not register the transfer of any bond for a period of fifteen (15) days before a selection of bonds to be redeemed. If the transfer of any bond which has been called or selected for call for redemption in whole or in part is registered, any notice of redemption which has been given to the transferor will be binding upon the transferee and a copy of the notice of redemption will be delivered to the transferee along with the bond or bonds. Bonds of this series are issuable only in fully registered form in the denomination of $5,000 each or integral multiples of $5,000. The Town, the registrar and the paying agent may treat the registered owner of this bond as the absolute owner for the purpose of receiving principal, interest and any premium and for all other purposes and none of them shall be affected by any notice to the contrary. ---------------------------------------------------------------------- The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT/TR.ANS MIN ACT- Custodian (Cult) (Minor) under Uniform Gifts/Transfers to Minors Act State Additional abbreviations may also be used though not in list above (Form of Assignment) FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Name and Address of Transferee) the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. Dated Note: The signature(s) on this assignment must correspond with the name(s) as written on the face of the within registered bond in every particular without alteration or enlargement or any change whatsoever. Signature Guaranteed: The signature(s) should be guaranteed by an eligible guarantor institution pursuant to SEC Rule 17Ad -15 ALL FEES AND TRANSFER COSTS SHALL BE PAID BY THE TRANSFEROR SWR:gmh 314816.01 8/5/99 A -4 EXHIBIT B ALLOCATION OF BOND PROCEEDS TO ELECTION QUESTIONS Bond Amount $1,400,000 SWR:gmh 315208 7/27/99 Election Date Question May 18, 1999 No. 2 Purpose Open Space Preservation land