Resolution No. 93-16 a
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City of Tigard
Washington County, Oregon
Resolution No. Le
Authorizing General Obligation Refunding Bonds.
Adopted April 27,1993
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Table of Contents
Section 1. Findin spAge..... 1
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Section 2. Refunding Bonds Authorized......................................................................1
Section 3. Refunding Bond Book-Entry Form.............................................................1
Section 4. Notice of Redemption of Refunding Bonds.................................................4
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Section 5_ Authentication,Registration And Transfer. ........................................._5
Section 6. Security For Refunding Bonds....................................................................6
Section 7. Refunding Bond Insurance..........................................................................6
Section 8_ Form of Refunding Bonds...........................................................................6
Section9. Execution...................................................................................................7
Section 14. Tax-Exempt Status...................................................................................7
Section Designation of Refunding Bonds as Qualified Tax-Exempt Obligations..........7
Section 71. Escrow..........
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Section 12. Redemption OfRefUndabl Bonds
Section13. Defeasance................................................................................................8
Exhibit A Form of Refunding Bond
Exhibit B Form of Escrow Deposit Agreement
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RESOLUTION NO.
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A RESOLUTION AUTHORIZING ISSUANCE AND SALE OF
GENERAL OBLIGATION REFUNDING BONDS.
The City Council of the City of Tigard finds:
Section 1. Findings.
1.1. On March 16, 1993,this City Council adopted Resolution No.93-09 which,
among other things,appointed experts and authorized Public Financial Management,Inc.(the
"Financial Advisor")to submit an advance refunding plan for the City's outstanding general
obligation bonds to the.State Treasurer.
1.2. The City has decided to advance refund a portion of its outstanding General
Obligation Refunding Bonds,Series 1987 and General Obligation Road Bonds,Series 1989,and
the office of the State Treasurer is expected to issue its preliminary approval of the advance
refunding plan shortly.
1.3. The City has decided to currently refund all or a portion of the outstanding
General Obligation Improvement Bonds,Series 1982,General Obligation Improvement Bonds,
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Series 1989 and General Obligation Improvement Bonds, Series 1990.
1.4. The City has selected Dain Bosworth,Inc. (the"Underwriter")to serve as
underwriter for the proposed refunding;now,therefore,
BE IT RESOLVED by the City Council of City of Tigard as follows:
Section 2. Refunding Bonds Authorized.
To refund all or a portion of the City's General Obligation Refunding Bonds,Series
1987,General Obligation Road Bonds, Series 1989,General Obligation Improvement Bonds,
Series 1982,General Obligation Improvement Bonds,Series 1989 or General Obligation
Improvement Bonds,Series 1990(collectively,the"Refundable Bonds")the City shall issue its
general obligation refunding bonds(the"Refunding Bonds"). The City Administrator or Finance
Director(the"City Official"),on behalf of the City,and without further action by the City
Council,may:
2.1. Participate in the preparation and authorize the distribution of a final official
statement or other disclosure document for the Refurding Bonds;
2.2. Execute and deliver one or more escrow deposit agreements(the"Escrow
Deposit Agreement"),in substantially the form attached as Exhibit B,with such changes as the
City Official finds are in the best interests of the City,and authorize the purchase of securities to
be held under the Escrow Deposit Agreement;
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�- 2.3. Negotiate the terms of and execute and deliver a bond purchase agreement,
which establishes the terms under which the Refunding Bonds shall be sold to the Underwriter;
2.4. Establish the interest rates,principal amount,maturity schedule,redemption
provisions and other terms ofthe Refunding Bonds,provided that the Refunding Bonds shall
produce debt service savings having a present value at least equal to three percent of the principal
amount of the Refunding Bonds;
2.5. Select the Refundable Bonds which will be refunded with the Refunding
Bonds,and irrevocably call the selected Refundable Bonds for redemption;
2.6. Appoint an escrow agent and a verification agent;a.d
2.7. Issue the Refunding Bonds in one or more series,sell and deliver the
Refunding Bonds,and execute and deliver any related certificates or documents and take any
actions which are reasonably required in connection with issuance of the Refit•. '•.b s-..-•.-..in-
accordance with this resolution.
Section 3. Notice of Redemption of Refunding Bonds.
3.1. The Refunding Bonds shall be subject to redemption at the option of the City
Council on the dates and at the prices designated by the City Official pursuant to Section 16,
below.
_ 3.2. Unless waived by any Owner of the Refunding Bonds to be redeemed,official
notice of any such redemption shall be given by the Registrar on behalf of the City Council by
mailing a copy of an official redemption notice by registered or certified mail at least 30 days and
not more than 60 days prior to the date fixed for redemption to the registered owner of the
Refunding Bonds or Refunding Bonds to be redeemed at the address shown on the Refunding
Bond Register or at such other address as is furnished in writing by such registered owner to the
Registrar. The City Council shall notify the Registrar of any intended redemption not less than
45 days prior to the redemption date.
3.3. All official notices of redemption shall be dated and shall state:
3.3.1. the redemption date,
3.3.2. the redemption price,
3.3.3. if less than all outstanding Refunding Bonds are to be redeemed,the
identification(and,in the case of partial redemption,the respective principal amounts)of
the Refunding Bonds to be redeemed,
3.3.4. that on the redemption date the redemption price will become due
and payable upon each such Refunding Bond or portion thereof called for redemption,and
that interest thereon shall cease to accrue from and after said date,and
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I 3.3.5, the place where such Refunding Bonds are to be surrendered for
payment of the redemption price,which place of payment shall be the principal office of
the Registrar.
3.4. Prior to any redemption date,the City shall deposit with the Registrar an
amount of money sufficient to pay the redemption price of all the Refunding Bonds or portions of
Refunding Bonds which are to be redeemed on that date.
3.5. Official notice of redemption having been given as aforesaid,the Refunding
..,.��__....On��w..`?.a n:-,a.,�„rn be redeemed shall,on the redemption date,become e
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due and payable at the redemption rice therein specified,and from and atter such duo
City shall default in the payment of the redemption price)such Refunding Bonds or portiviw of
Refunding Bonds shall cease to bear interest. Upon surrender of such Refunding Bonds for
redemption in accordance with said notice,such Refunding Ronde shall be paid by the Registrar at
the redemption price. installments Ofinterest due on or prior to the redemption date shall be
payable as herein provided for payment of interest. Upon surrender for any partial redemption of
any Refunding Bond,there shall be prepared for the registered owner a new Refunding Bond or
Bonds of the same maturity in the amount of the unpaid principal. All Refunding Bonds which
have been redeemed shall be canceled and destroyed by the Registrar and shall not be reissued.
Section 4. Authentication,Registration And Transfer.
4.1. No Refunding Bond shall be entitled to any right or benefit under this
resolution unless it shall have been authenticated by an authorized officer of the Paying Agent,
The Paying Agent shall authenticate all Refunding Bonds to be delivnered at closing of the
Refunding Bonds,and shall additionally authenticate all Refun,.i„g. „rds properly surrendered
for exchange or transfer pursuant to this resolution.
4.2. First Trust Oregon is hereby designated as Paying Agent. The City may
designate a successor Paying Agent by resolution. If a successor Paying Agent is designated by
the City,the successor shall notify Refunding Bondowners within sixty days after it is designated_
4.3. The ownership of all Refunding Bonds shall be entered in the bond register
maintained by the Paying Agent, and the City and the Paying Agent may treat the person listed as
owner in the bond register as the owner of the Refunding Bond for all purposes.
4.4. The Paying Agent shall mail each interest payment on the interest payment
date(or the next business day if the payment date is not a business day)to the name and address
of the Refunding Bondowners as they appear on the bond register as of the fifteenth day of the
month preceding an interest payment date(the"Record Date"). If payment is so mailed,neither
the City nor the Paying Agent shall have any further liability to any party for such payment.
4.5. Refunding Bonds may be exchanged for an equal principal amount of
Refunding Bonds of the same maturity which are in different denominations,and Refunding
Bonds may be transferred to other owners if the Refunding Bondowner submits the following to
the Paying Agent:
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® 4.5.1. written instructions for exchange or transfer satisfactory to the
Paying Agent,signed by the Refunding Bondowner or attorney ir.fact and guaranteed or
witnessed in a manner satisfactory to the Paying Agent;and
4.5.2. the Refunding Bonds to be exchanged or transferred.
4.6. The Paying Agent shall not be required to exchange or transfer any Refunding
Bonds submitted to it during any period beginning with a Record Date and ending on the next
following payment date;however,such Refunding Bonds shall be exchanged or transferred
promptly following that payment date.
4.7. The Paying Agent shall note the date of authentication on each Refunding
Bond. The date of authentication shall be the date on which the Refunding Bondownees name is C
listed on the bond register. q
4.8. For purposes of this section,Refunding Bonds shall be considered submitted y
n„receives the materials described in
to the Paying Agent on the date the Paying Agent actual., __ _
Section 5.6.
4.9. The City may alter these provisions regarding registration and transfer by E
mailing notification of the altered provisions to all Refunding Bondowners. The altered
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provisions shall take effect on the date stated in the notice,which shall not be earlier than 45 days
after notice is mailed.
Section 5. Security For Refunding Bonds. I
Pursuant to ORS 288.160 the City may issue general obligation bonds to refund I
general obligation bonds which were issued before November 6, 1990,and to refund general
obligation bonds which were issued for capital construction or improvements,upon compliance
with the provisions of that statute. The Refundable Bonds were issued before November 6,1990, ;
for capital construction and improvements,and the Refunding Bonds shall be issued in compliance i
with ORS 288.160. Accordingly,the Refunding Bonds shall replace the Refundable Bonds which
are refunded by the Refunding Bonds,and the full faith and credit of the City are pledged to the
successive owners of each of the Refunding Bonds for the punctual payment of such obligations,
when due. The City shall levy annually,as provided by law,a direct ad valorem tax upon all of
the taxable property within the City in sufficient amount,after taking into consideration discounts
taken and delinquencies that may occur in the payment of such taxes and other moneys available
for the payment of debt service or.the Refunding Bonds,to pay the Refunding Bonds promptly as
they mature. The City covenants with the owners of the Refunding Bonds to levy such a tax
annually during each year that any of the Refunding Bonds,or bonds issued to refund them,are
outstanding.
Section 6. Refunding Bond Insurance.
The City may apply for municipal bond insurance for the Refunding Bonds,and
may expend Refunding Bond proceeds to pay any bond insurance premium.
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t Section 7. Form of Refunding Bonds,
The Refunding Bonds shall be in substantially the form attached hereto as
Exhibit A,with such changes as may be approved by the City Official. The Refunding Bonds may
be printed or typewritten,and may be issued as one or more temporary Refunding Bonds which
shall be exchangeable for definitive Refunding Bonds when definitive Refunding Bonds are
available.
Section 8. Execution.
The Refunding Bonds shall be executed on behalf of the City with the facsimile
signatures ofthe Mayor and the Recorder or City Official.
Section 9. Tax-Exempt Status.
9.1. The City covenants to use the proceeds ofthe Refunding Bonds,and the
facilities financed with the Refundable Bonds,and to otherwise comply with the provisions ofthe
Internal Revenue Code of 1986,as amended,(the"Code")so that interest paid on the Refunding
Bonds will not be includable in gross income of the Refunding Bondowners. The City specifically
covenants:
9.1.1. to comply with the"arbitrage"provisions of Section 148 ofthe
Code,and pay any rebates due to the United States on the gross proceeds ofthe
Refunding fonds;
9.1.2. to yield restrict and pay any rebates due to the United States on any
unexpended proceeds of the Refundable Bonds;and
9.1.3. to operate the facilities which were financed with the proceeds of
the Refundable Bonds,and any facilities which are financed with the unexpended proceeds
ofthe Refundable Bonds,so that the Refunding Bonds are not"private activity bonds"
under Section 141 ofthe Code.
9.2. The City Official may enter into covenants on behalf of the City to protect the
tax-exempt status of the Refunding Bonds.
Obligations. Section 9besignation of Refunding Bonds as Qualified Tax-Exempt
The City Official may designate the Refunding Bonds as qualified tax-exempt
obligations pursuant to Section 265(6)(3)of the Code if the City(and all its subordinate entities,if
any)does not,as of the date of issuance of the Refunding Bonds,reasonably expect to issue more
than$10,000,000 of zax-exempt obligations during the current calendar year. If the Refunding
Bonds are so designated, the City covenants not to so designate tax-exempt obligations in the
current calendar year in an aggregate amount of-pore than$10,000,000.
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Section 10. Escrow.
The net proceeds ofthe Refunding Bonds shall be placed in irrevocable escrow,
pursuant to the Escrow Deposit Agreement. The escrow agent,the Financial Advisor or the City
Official are hereby authorized to subscribe for and purchase the government obligations to be
placed in the escrow,on behalfofthe City.
Section 11. Defeasance.
If the City:
11.1. irrevocably deposits money or noncallable,nonprepayable,Government
Obligations in escrow with an independent trustee or escrow agent which are calculated to be
sufficient,without reinvestment,to pay the Refunding Bonds which are to be defeased;and,
11.2. files with the escrow agency or trustee an opinion from an independent,
certified public accountant to the effect that the cuoney and the principal and interest to be
received from the Government Obligations are calculated to be sufficient,without further
reinvestment,to pay the defeased Refunding Bonds when due;and,
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11.3. files with the escrow agent or trustee an opinion of nationally recognized
bond counsel that the proposed defeasance will not cause the interest component of the Refunding
Bonds to be includable in gross income under the Code;
Cthen the City shall be obligated to pay the defeased Refunding Bonds solely from the money and
Government Obligations deposited with the escrow agent or trustee,and the City shall have no
further obligation to pay the defeased Refunding Bonds from any source except the amounts
deposited in the escrow. For purposes of this section,"Government Obligations"means direct
obligations of the United States,or obligations the principal of and interest on which are fully and
unconditionally guaranteed by the United States.
Dated thisr;n��day of u 1993.
City of Tigard,Washington County,Oregon
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EXHIBIT A
(Form of Refunding Bond)
No.R- $
United States of America
State of Oregon
City of Tigard
Washington County,Oregon
General Obligation Refunding Bond
Series
Dated Date: <<Dated Date>>
Interest irate: %
Maturity Date: 1,
CUSIP Number:
Registered Owner:
Principal Amount: ----- Dollars-----
City of Tigard,Washington County,Oregon(the"City"),for value received,
acknowledges itself indebted and hereby promises to pay to the registered owner hereof,or
registered assigns,the principal amount as indicated above on the above maturity date together
with interest thereon from the date hereof at the rate per annum indicated above,computed on the
basis of a 360-day year of twelve 30-day months. Interest is payable semiannually on the first day
r of and the first day of in each year until maturity or prior redemption,
commencing 1, 199_. The Paying Agent shall mail a check or draft drawn on the Paying
Agent in the amount of each interest payment on the interest payment date(or the next business
day if the payment date is not a business day)to the name and address ofthe Refunding
Bondowners as they appear on the bond register as ofthe fifteenth day ofthe month preceding an
interest payment date(the"Record Date"). If payment is so mailed,neither the City nor the
Paying Agent shall have any further liability to any party for such payment. Principal is payable
on presentation and surrender of this Refunding Bond at the office of the Paying Agent.
This bond is one of a duly authorized series of bonds aggregating<<$Principal
Amount»in principal amount designated as General Obligation Refunding Bonds,Series
(the"Refunding Bonds"). The Refunding Bonds are issued for the purpose of refunding portions
ofthe City's outstanding General Obligation Refunding Bonds,Series 1987 and General
Obligation Road Bonds, Series 1989. The Refunding Bonds are issued under and pursuant to
Resolution No. (the"Resolution")of the City adopted on and in full and
strict accordance and compliance with all ofthe provisions ofthe Constitution and Statutes ofthe
State of Oregon and the Charter ofthe City.
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Page I -Exhibit A(Form of Bond) " '
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The Refunding Bonds are issuable in the form of registered Refunding Bonds
without coupons in the denominations of$5,000 or any integral multiple thereof. Such Refunding
Bonds may be exchanged for Refunding Bonds of the same aggregate principal amount,but
as provided in the Refunding Bond Resolution.
different authorized denominations,
Any transfer of this Refunding Bond must be registered,as provided in the
Resolution,upon the bond register kept for that purpose at the principal corporate trust office of
the Registrar. This Refunding Bond may be registered only by surrendering it,together with a
written instrument of transfer which is satisfactory to the Registrar and which is executed by the }
registered owner or duly authorized attorney. Upon registration,a new registered Refunding I(
Bond or Bonds,of the same series and maturity and in the same aggregate principal amount,shall
be issued to the transferee as provided in the Resolution. The City and the Registrar may treat the
person in whose name this Refunding Bond is registered on the bond register as its absolute }
awner for all purposes,as provided in the Resolution.
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Notice of any call for redemption shall be given as required by the Bond
Resolution. Interest on any Refunding Bond or Bonds so called for redemption shall cease on the
redemption date designated in the notice.
IT IS HEREBY CERTIFIED,RECITED,AND DECLARED that all conditions,
acts,and things required to exist,to happen,and to be performed precedent to and in the issuance
of this Refunding Bond have existed,have happened,and have been performed in due time,form,
and manner as required by the Constitution and Statutes of the State of Oregon;and that the issue
of which this Refunding Bond is a part,and all other obligations of such City,are within every a
debt limitation and other limit prescribed by such Constitution and Statutes;and that the City has
covenanted to levy a tax upon all taxable property within the City in an amount sufficient,with i
a t P_ „e the interest on and the principal of the Refunding Bonds.
other available.unds,to pay w.„n d_ P P
IN WITNESS WHEREOF,the City Council has caused this Refunding Bond to be
signed by facsimile signature of its Mayor and attested by facsimile signature of its Recorder as of
the date indicated above.
City of Tigard,Washington County,Oregon
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Page 2-Exhibit A(Form of Bond)
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Recorder
This Refunding Bond shall not be valid unless properly authentic_tea by the Registrar in the space
indicated below.
Dated:
Certificate of Authentication
This is one of City's$ General Obligation Refunding Bonds,Series
issued pursuant to the Resolution described herein.
First Trust Oregon,as Registrar
Authorized Officer
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Page 3-Exhibit A(Form of Bond) ..°ro
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Assignment
\ FOR VALUE RECEIVED,the undersigned sells,assigns and transfers unto:
(Please insert social security or other identifying number of assignee)
this Refunding Bond and does hereby irrevocably constitute and appoint
as attorney to transfer this Refunding Bond on the books
kept for registration thereof with the full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name of the registered
owner as it appears upon the face of this Refunding Bond in every particular;without alteration or
enlargement or any change whatever.
Signature Guaranteed
(Bank,Trust Company or Brokerage Firm)
tl!
Authorized Officer
'E
The following abbreviations,when used in the inscription on the face of this
Refunding Bond,shall be construed as though they were written out in full according to
applicable laws or regulations.
TEN COM--tenants m common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship and not as tenants in common
OP.Y GON CUSTODIANS use the following:
OUST UL GREG MIN
as custodian for (name of minor)
OR UNIF TRANS MIN ACT
under the Oregon Uniform Transfer to Minors Act
Additional abbreviations may also be used though not in the list above.
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Page 4-Exhibit A(Form of Bond)
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ESCROW DEPOSIT AGREEMENT
City of Tleard
waahington County,Oregon
General Obugathm Manning Banda
Serles
THIS ESCROW AGREEMENT,dated as of—Date of Escrow Agreement»(herein,together with any amendments or
supplrnxnts hereto, called the"Agreement")is entered into by and between the City of Tigard, Oregon(herein called the"Issuer")and
as escrow agent(herein,together with any successor in such capacity,called the"Escrow Agent"). The notice addresses of the Issuer
and the Escrow Agent are shown on Exhibit A attached hereto and made a part hereof:
W I T N E S S E T If
WHEREAS,the lower heretofore has issued and there presently remain outstanding the obligations described in Exhibit B
attached hereto(the"Refunded Bonds");and
WHEREAS,Pursuant to Resolution No. adopted on_ 1993(t%-"Authorizing Action"),the Issuer
I—determined to issue its General Obligation Refunding Bonds,Series_(the"Refunding Bonds")for We purpose of providing funds to pay the
cots of refunding the Refunded Bonds;and
WHEREAS,the Escrow Agent has reviewed the Authorizing Action and this Agreement,and is willing to serve as Escrow
Agent hereunder.
WHEREAS,CPA Firm—,Certified Public Accountants,have prepared a verification report which is dated
(the"Verification Report")relating to the source and use of funds available to accomplish the refunding of the Refunded Bonds,the investment of such
funds and the adequacy of such funds and investments to provide for the payment ofthe debt service due on the Refunded Bonds.
WHEREAS,pursuant to the Authorizing Action,all or a portion of the Refunded Bonds have been designated for redemption -
prior to their scheduled maturity da es and,after provision is made for such redemption,the Refunded Bonds will come due in such years,bear interest
at such rates,and be payable at such times and in such amounts as are set forth in Exhibit C attached hereto and made a part hereof;and
WHEREAS,when Escrowed Securities have been deposited with the Escrow Agent for the payment of all principal and interest
Z,.., of the Refunded Bonds when due,_Sen the Refunded Bonds shall no longer be regarded as outstanding except for the purpcse of receiving payment
from the funds provided for such purpose;and
WHEREAS,the Issuer's Authorizing Action authorizes the Issuer to issuc Refunding Bonds and to deposit the proceed from
the sale thereof,and any other available fund or resources,with the Escrow Agent for the discharge and final payment of the Refunded Bond;and
WHEREAS,the Authorizing Action further authorizes the Issuer to enter into an escrow agreement with the Escrow Agent with
respect to the safekeeping,investment,administration and disposition of any such deposit,upon such tents and conditions as the Issuer and the Escrow
Agent may agree,provided that such deposits may be invested only in direct obligations of the United States of America,including obligations the
principal of and interest on which are unconditionally guaranteed by the Unit d States of America,and which may be in book entry fort.,and which
shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of the principal
of,interest and redemption premium(if any)on the Refunded Bond when due:and
WHEREAS.the issuance,sale,and delivery of the Refunding Bonds have been duly authorized to be issued sold,and
delivered for the purpose of obtaining the fund required to provide for the payment of the principal of,interest on and redemption premium(if any)on
the Refunded Bonds when due as shown on Exhibit C attached hereto;and
WHEREAS,the Issuer desires that,conenrremly with the delivery of lbe Refunding Bond to the purchasers thereof,certain
proceeds ofthe Refunding Bonds,together with certain otter available fund of the Issuer,shall he applied to purchase certain direr obligations of the
United States of America hereinafter defined as the"Escrowed Securities"for deposit to the credit of the Escrow Fund created pursuant to the temps of i
this Agreement and to establish a beginning cash balance(if needed)in such Escrow Fund;and
WHEREAS.the Escrowed Securities shall mature and the interest thereon shall be payable at such times and in such amounts
so as to provide moneys which,togcdher with cash balances from time to time on deposit in the Escrow Fund will be sufficient to pay interest on the
Refunded Bonds as it accrues and becomes payable and the principal of the Refunded Bond as it becomes due and payable;and
WHEREAS,to facilitate the receipt and tmmf of proceeds of the Escrowed Securities,Particularly those in book entry form,
the Issuer desires to establish the Escrow Fund at the principal corporate wt office ofthe Escrow Agent;and
WHEREAS,the Escrow Agent is a party to this Agreement to acknowledge its acceptance of the temps and Provisions hereof;
NOW,THEREFORE,in consideration of the mutual undertakings,promises and agreements herein contained the sufficiency
of which hereby are acknowledged and to secure the full and timely payment of principal of mid the interest and redemption premium(if any)on the
Refunded Bonds,the Issuer and the Escrow Agent mutually undertake,promise and agree for therne,elvce and their respective representatives and
successors,as follmws:
MA DAMOC
Page 1-Escrow Deposit Agreement Aphd 19,1993
Article 1. Definitom and Interp—luitions
Section I.J.Definitions.
Unless the context clearly indicates otherwise,the following temps shall have the meanings assigned to them below when they
are used in this Ageemart.
"Escrow Fund"mean the fund created by this Agreement to be established,held and administered by the Escrow Agent
pursuant to the provision of this Agreement.
"Escrowed S>vritics"means the noncallable Government Obligations described in Exhibit D attached to this Agreement,or
cash or other Government Obligations substituted therefor pursuant to Section 4.2 ofthis Agmenient.
"Government Obligations"means(a)direct,noncallable United States Treasury Obligations,(b)United States Treasury -
Obligations-State and Local Goverment Sens,(c)direct,noncallable,non-prepayable obligations which are unconditionally guaranteed as to full
and timely payment of Principal and interest by the United Stats of America or(d)direct,noncallable REFCORP debt obligations including STRIPS
from noncailable REFCORP debt obligations or STRIPS(stripped by the Federal Reserve Bank of New York).
"Paying Raent"means ,as the paying agent for the Refiuhded Bonds.
Section 1.2.Other Dentitions.
Ile""'
"Agreement",'Issuer", "Escrow Agent","Authorizing Action","Verification Report","Refunded Bonds",and
"Refunding Bonds"when they are used in this Agreement,shall have the meanings assigned to them in the preamble to this Agreement.
Section 13.Interpretations.
The titles and headings ofthe articles and sections of this Agreement have been inserted for convenience and reference only and _
am not to be consiaered a part hereof and shall not in any way modify or restrict the t•mis hereof. This Agreehnent and all of the terrns and provisions
hereof shall be liberally em"trued to efrectuate the purposes set forth herein and to achieve the intended purpose of providing f r the re5rnding of the
Refunded Bonds in accordance with applicable law.
Article 2.Deposit of Funds and Escrowed Securities
Section 2.1.Deposits in the Escrow Fund.
Concurrently with the sale and delivery of the Refunding Bonds the Issuer shall deposit,or cause to be deposited,with the _
Escrow Agent,for deposit in the Escrow Fund,the funds and Escrowed Securities described in Exhibit D attached hereto,and the Escrow Agent shall,
upon the receipt thereof,acknowledge such—ipt to the Issuer in writing
Article 3. Creation and Operation of F—w Fund
Section 3.1.Escrow Fwd.
The Escrow Agent has created on its books a special trust fund and irrevocable escrow to be known as the«Name of Escrow
Fund»(the"Escrow Fund").The Escrow Agent hereby ages that upon receipt thereof it will deposit to the credit of the Escrow Fund the funds and
the Escrowed Securities described in Exhibit"D"attached hereto. Such deposit,all proceeds therefrom,and all cash balances fromtime time time to e on
deposit therein(a)shall be the property of the Escrow Fund(b)shall be applied only in strict cow mhity with the terms and conditions of this
Agreement,and(c)are herby inevoeably pledged to the payment of the principal of and interest on the Refunded Bonds,which paymentshall be
mad;by tiu ly LYrslem of-ch an:cons at such times as are provided for in Section 3.2 hereof When the final transf have been made f-he
payment of such principal of and interest on the Refunded Bonds,any balance then remaining in the Escrow Fund shall be transferred to the Issuer,and
the Escrow Agent shall thereupon be discharged from any further duties hereunder.
Section 3.2.Payment of Principal and Interest.
The Escrow Agent is hereby irrevocably instructed to transfer to the Paying Agent from the cash balances From time to time on
deposit in the Escrow Fund,the amounts required to pay the principal of the Refunded Bonds at their respective or redemption maturity Bats and
interest thereon to such maturity or redemption dais together with any redemption premium in the amounts and at the times shown in Exhibit C
attached hereto.
Section 3.3.S:M-lency of Escrow Fund.
The Issuer represents that,based upon the infbnnation provided in the Verification Repos, the successive receipts of the
principal of and interest on the Escrowed Securities will assure that the cash balance on deposit from time to time in the Escrow Fund will be at all
times sufficient to providemoneys for transi r to the Paying Agent at the finis and in them
amounts required to pay the interest on the Refunded Bonds
as such interest eons due end the principal of the Refu•.ded Bonds as the Refunded Bonds nature or are paid on an optional redemption date prior to
maturity and any redemption premium payable upon the optional rd—ption of the Refunded Bonds,all as more fully set forth in Exhibit E attached
Page 2-Escrow Deposit Agreement Apli 9.19
1lxd 19.1993
-
�.
areQ atm am s sw a�e�sass n —�. —
f hereto. If.for any reason,at any time,the cash balances on deposit or scheduled to be on deposit in it.Escrow Fund shall be insufficient to transfer
t the amounts required by the Paying Agent to make the payments sed forth in Section 3.2.hereof,the Issuer shall timely deposit in tlw Escrow Furl,
l from any funds that are lawfully.svailable tFieccR-,additional.,:r.."_-in th-_^r= =r=q__^c!:e^•k.r h^s:ene"m Ndia of any such insufficiency
shall be given promptly as hcn:inaficr provided but the Escrow Agent shall not in any summer be responsible Inc any insufncia'cy of funds in the
Escrow Fund or the Issuer's failure to make additional deposits thereto. _
Section 3.4.Taut Fund.
The Escrow Agent shall 1:old at all times the Escrow Fund the Escrowed Securities and all other assets of the Escrow Fund.
wholly segregated from all other funds and securities on dpeait with the Escrow Agent;it shell never allow the Escrowed Securities or any other assets
of the Escrow Fund to be—Angled with any other funds or securities of the Escrow Agent;and it droll hold and dispose of the assets of the Escrow
Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund shall always be maintained by the Escrow Agent w tout
funds for the benefit of the owners of the Refunded Bonds;and a spacial account thereof shall at all times be maintained ort the brooks of the Escrow
Agent The owners of the Refunded Bonds shall be entitled to the same preferred claim and fust lien upon the Escrowed Securities,the proceeds ;
thereof,and all other assets of the Escrow Fund to which they are entitled as owners of the Refunded Bonds. The arnerneras received by the Escrow
Agent under this Agreement shall not be considered as a banking deposit by the issuer,and the Escrow Agent shall have ro right to title with respect
thereto except as a trustee and Escrow Agent under the emu of this Agreement. The amounts received by the Escrow Agent under this Agreement
shall not be subject to wartants,deans or checks drawn by the Issuer or,except to the extent expressly herein provided,by the Paying Agent.
Section 3.5. Security for Cash Balances
Cash balances from time to time on deposit in the£xaow Fund salt,to the e:3ent not insured by the Federal Deposit Insueseaca
Corpromation or its successor,be centinuoDsly secured by a pledge of direct obligations of,or obligations unconditionally guaranteed by,the United
States of America,having a market value at iced dual to such—h balanos.
Article 4.Lindtation on Investments
Section 4.1. Investments.
Except for the initial investment in the Escrowed Securities,and except as provided in Section 4.2 hereof,the Escrow Agent
shall not have any power or duty to invest or reinvest any money held hereunder,or to make substitutions of the Escrowed Securities,or to scll,
transfer,or otherwise dispose of the Escrowed Securities.
Seetier.4.2. Substitution of Securities. -
At tate written request of the Issuer,and upon compliance with the conditions hereinallee stated the Escrow Agent shall utilize
cash balances in the Escrow Fund or sell,tramfer,otherwise dispose of or request the redemption of the Escrowed Securities and apply the proceeds
therefrom to purchase Refunded Bonds or Government Obligations which do not permit the redemption thereof at the option of the obligor,and in
auection therinredemption
ewith the issuer resines the rigid to call for prior to maturity any of the Refunded Bonds to the extent permitted by their
authorizing order. Any such tranmay ay be affected by the Escrow Agent only if(a)the Escrow Agent shall have received a written opinion from
a nationally recognized firm ofcertified public accountants that such transaction will not cause the amount of money and securities in the Escrow Fund
to be reduced below an amount sufficient to provide for the full and timely payment of principal of,redemption premium on and interest on all of the
remaining Refunde
transaction; d Bonds as they become due,taking into account any optional redemption thereofexercised by the Issuer in connection with such
tction;(b)the Escrow Agent shall have received the unqualified written legal opinion of nationally recognized bond counsel or tax counsel to the
=_ch transactionwill not cause any of the Refunding Bonds or Refunded Bonds to be an"arbitrage bond"within the meaning of Section 148
of the Internal Revenue Code of 1986,m amended or,if applicable,Section 103(c)of the Internal Revenue Code of 1954,m amended and(c)notice
of such transaction is provided to the rating agencies,irony,which have rated the Refunded Bonds
Article 5.Application of Cush Bufanees
Section 5.1. In GenemL
Except as provided in Section 3.2 and 4.2 hereof,no withdrawals,transfers,or reinvestment shall be made of eco.b."^:arm in
the Escrow Fund. Cash balances shall be held by the Escrow Agent as cash and as cash balances as shown on the books and records of the Escrow
Agent and shs11 not be reinvested by the Eaceenc Agent.
Article 6.Redemption of Refunded Bonds.
Section 6.1. Ca'for Redemption.
The Issuer hereby irrevocably calls the Refunded Bonds for redemption on their earliest redemption dates,m shown in the
Verification.Report and on Appendix"A"attached hereto.
Section 6.2. N-ce of Rdemptiun.
The Escrow Agent agrees to give notice of the redemption of the Refunded Bonds pursuant to the terms of the Refunded Bards
and in substantially the form attached 11—to as Appendix A attached hereto. The Evcrow Agent hereby acknowledges that provision satisfactory -A
acceptable
1. acceptable to the Escrow Agent has been made for the giving of notice of redemptir of the Refunded Bonds.
M1EDA.DOC
Page 3-Escrow Deposit Agreement AVN 19,1983
MEE
OR—16—ft
bffi
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ea
Im
Ar..:z 7..e al
Section 7.1.Records.
The Fserow Agent will keep books of record and.µroam in which complete and accurate entries shall be nude of all
transactions relating to the receipts,disbursements,allocations will application of the money and Escrowed Securities deposited to the Escrow Fund
and all proceeds thereof,and such books shall be available for inspection during business hours and after reasonable notice.
Section 7.2.Reports.
While this Agreement remains in effect,the Escrow Agent annually shall prepere and send to the]esus a written report
summarizing all transactions relating to the Escrow Fund during the presiding year,including,without limitation,credits to the Escrow Fund as a
resultof interest payments m or maturities of the Escrowed Securities and transfers frau the Escrow Fund fur paymenr
m on the Refunded Bonds o
otherwise,together with a detailed statement of all Escrowed Securities and the cash balance rn deposit in the Escrow Fund as of the end of such
period
Article 8.Concerning the Paying Agents and Escrow Agent i
Section 8.1.Relaresentatons
The Escrow Agent hereby represarrts that it has all necessary power and authority to enter into this Agreement and and-rlake
the obligations and responsibilities imposed upon it herein,and that it will carry out all ofits obligations hercunder.
Section ii.2.Ltmltatinn on Liability.
The liability fthe Escrow Agent to transfer funds for the payment ofthe principal of and interest on the Refunded Bonds shall
be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund.Notwithstanding any
provision contained herein to the contrary,the Escrow Agent shall have no liability whatsoever for the insutHciency of funds from time to time in the
Escrow Fund or any failure of the obligors of the Escrowed Securities to make timely payment thereon,except for the obligation to notify the Issuer
promptly ofany such occurrence.
The recitals
herein and in the proceedings authorizing the Refunding Bonds shall be taken as the statements of the Issuer and
f shall not be considered as made by,or imposing any obligation or liability upon,the Escrow Agent.
The Escrow Agent is not a party to the proceedings authorizing the Refunding Bonds or the Refunded Bonds and is not
responsible for nor bound by any of the provisions thereof(except to the extent that the Escrow Agent may be a place of payment and paying agent
and/or a paying agent/registrar therefor).In its capacity m Escovv Agan,it is agreed that the Escrow Agent need look only to the terms and provisions
of this Agreement.
j
The Escrow Agent makes no representations as to the value,conditions or sufficiency of the Escrow Fund,or any pan thereof,
or—
to the title of Ore Issuer thereto,or as to the security afforded thereby or hereby,and the Fscrow Agent shall not incur any liability or
responsibility in respect to any of such mt
matters.
It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or
otherwise incur personal financial liability in the performance ofany,ofits duties or the exercise orally ofits rights and powers hereunder.
The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of
reasonable care and believed by it to be within rte discretion or power cowcrrcd ul—it by this Agreaincin,riar shall the screw.gems;re responsible
for the consequences of any error of judgment;wend the Escrow Agent shall not be answerable except for its own action,neglect or default,nor f any
loss unless the same shall have been through its negligence or want of god f ith.
Unless it is specifically otherwise provided hercim time Escrow Agent has no duty to determine or inquire into the hapcening o
occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or confess with
others,with the Escrow or
sole duty hereunder being to safeguard the Escrow Fund,to dispose of and deliver the same in accordance with this
Agreement. If,however,the Escrow Agent is called upon by the terms of this Agrmnent to determine the occurrence of any event or contingency,the
Escrow Agent shall be obligate,in making such deterrnination,only to exercise reasonable care and diligenrz and in event of error in making such
determination the Escrow Agent shall be liable only for its own misconduct or its negligence. Indetmmiiiingtheoccu w of any such event or
contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence,w the Escrow Agent in its
discretion may deem necessary to determine any fact relating to time occurrence of such event or contingency,and in this connection may make
inquiries of,and corsep with,among others,the Issuer at any time.
Section 83.Compensation
The Issuer shall pay to the Escrow Agent fees for performing the services,
hereunder and for the expenses incurred or to be
incurred by the Escrow Agent in the administration of this Agreement pursuant to ten terms of its fee schedule. The Escrow Agent hereby agrees that
in no cent shall it ever assert any claim or licit against the Escrow Fund for any fees for its services,v licthor regular or extraordinary,w E w
lAgrn!,or in any other capacity,or for reimbursement for any of its expenses as Escrow Agent or in any .other capacity.
Section 9.4.Successor Escrow Agents
Page 4-Escrow Deposit Agreement alWDA�
April 19.1993
g ---or a --
-
r
If at any time,the Escrow Agent or its legal successor or successors should become unable,through operation or law or
___..._tete,.
d od erwnce,to.,.s:4.,=-e-_!r_r^-'.^d`K;or iCiu preWsMY alrain shall bo Ween urrder the control of any state or feherel court or administrative
body because of insolvency or t y n,bankrupor for my other reasoa vacancy ani"i..:::.:.':x. ^'r-s"^ice of Escrow Agent hereunder.In such
event the Issutt,by appropriate action,promptly shall appoint an Escrow Agent to fill such vacancy. If no wecesvx Escrow Agent shall have begs
appointed by tha Ismar within 60 days,a aucceasor nay be appointed by the owners of a majority in prineipal amount of the Ref ended Bails than
ou'�tanwiing by an iivaliu>_-nt er iu torments in writing filed with the lasuar,signed by such owners or by their duly authorized anomey—in fact If:in
e propercase,re appointment of a successor Escrow Agent shat:be made pursuant to the foregoing provisions of this section within tree montts allot
a vacancy shall have ocennel.the owner of any Refunded Obligation may apply to any court of ewnpetcal jurisdiction to appoint a successor Escrow
Agent,Such court may thercupoo,after such notice,Warty.as it may dcem proper,prescribe mid appoint a successor Escrow Agent.
Any successor Escrow Agent shall be a corporation organized and doing business under the laws of the United States or the
State of Oregon,authorized under such larva to exercise corporate trust powers,having its principal otlice and place of business in the State of Oregon,
having a combined capital and surplus orat!cast 525,000,000 and subject to the supervision or examination by federal or state authority.
Any successor Escrow Agent shall execute,acknowledge and deliver to the Issuer and the Escrow Agent an instrument
accepting such appointment hereunder,and the Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent,
subject to the terms of this Agrecr^crit,all the rights,powers and trusts orthe Escrow Agent hereunder.Upon the request of any such suxeswr Escrow
Agent,the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such suc«saor Escrow'
Agent all such rights,powers aid dude-
The obligations assumed by the Escrow Agent pursuant to this Agreement may be transfened by the Escrow Agent to a
successor Escrow Agent if(a)the requitemens of this Section 8.0 are satisfied;(b)the successor Escrow Agent has assumed all to obligations of the
Escrow Agent under this Agreement-,and(c)all of the Escrowed Securities and money held by the Escrow Agent pursuant to this p.greenhent have
m
vee..�Iy transferred to such successor Escrow Agent.
Article 9.111sceilancous -
Section 9.1. Notice.
Any notice,authorization,request,or demand required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given when mailed by registered or acrtifnel mail,postage prepaid addressed to the Issuer or the Escrow Agent at the address
shown on Exhibit A attached hereto. The United States Po.:office registered or certified snail res ipt showing delivery of the aforesaid shall be
. ronclusive evidence of the date and fact of delivory. Any party hercto may change the address to which notices are to be delivered by giving to the
other parties not less than ten(10)days prior notice thereof.
Section 9.2.Ter tnntlon of ResponsibNtles.
Upon the taking of all the actions as described herein by the Escrow Agent.the Escrow Agent shall have no further obligations
or responsibilities hereunder to the Issuer,the owners of the Refunded Bonds or to any other person or persons in connection with this Agreement
Section 93.Binding Agreement
This Agreement shall be binding upon the issuer and the Escrow Agent and their respective sasses—ors and legal
representatives,and shall inure solely to the benefit of the owners of tie Refunded Bonds,the Issuer,the Escrow Agent and their respective successors
and legal reprrsentatives.
Section 9.4. Sevcre6ility.
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid,illegal or
unenforceable in any respect,such invalidity,illegality or unenforceability shall not afrect any other provisions ofthis Agroement,but this Agreement
shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. i
Section 9.5.Oregon Iaw Governs.
This Agreement shall be governed exclusively by the provisions hercof and by the applicable laws oftre State of Oregon -
i
Section 9.6.Time of the Essence.
Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this
Agreement
Section 9.7.Notice to Rating Agenrys.
In the event that this agreement or any provision thereof is severed,amended or revoked,to Issuer shall provide written notice
of such sever nec,amendment or revocation to rating agencies maintaining ratings on the Refunding Bonds at the request of the Issuer.
Section 9.8.Amendments_
M:iEDADoc
Page 5-Escrow Deposit Agreement Aprd 19.198]
Mr
This Agroenent shall not be amend d except to cure any ambiguity or fommi defect or omission in this Agr c nnLL No
mnendmcut shall he effective urrless the same shall be in writing and signed by the parties thereto.No such amendment shall adve—ely affect tie rights
of the holden of the ReNnding Dads or the Refunded Bonds. No such mnendncent shall be made without first receiving written confirmation batt
the rating agencies.(if any)which lave rated the Relbndtd Dmds that such administrative:hanger will not result in a withdrawal or reduction of its
rating then assigned to the Refunded Bonds. If this Agrecnont is enwit"prior written notice and copies of the proposed changes stall be given to
the rating agencies which have rated the Refuttdd Bads.
EXECUTED as of the date fist written above.
City of Tigard.Oregon
Authorized Officer
Authorized Office
t
i
i
i
M\EDA.DOC
Page 6-Escrow Deposit Agreement APO 19,M
Wit ii" mis 9ice '
ataat>;as�
I
i
EXHIBIT A
Addresses of the Issuer and Escrow Agent
Issuer.
}
Escrow Agent:
EXHIBIT B
Description of the Refunded Blonds
}
EXHIBIT C
Schedule of Debt Service on Refunded Bond.
t
[to be provided by—CPA Fitm»] '
EXHIBIT D
Escrow Deposit -k
s
5
i.Cash "
i
3
a
1
11.State and Local Government Series Obligations
Interest Rate Maturity Date
Principal Amount j
111.Other Govercunent Obligations 3
]
DescriptionPrincipal Amount Interest Rate Maturity Date
1
EXHIBIT E
E.—Fund Cash Flow
[to be provided by«CPA Firm>>] }
i
APPENDIX A(I) '
Notice of Redemption.
General Obligation Bonds.Series_ }
NOTICE IS HEREBY GIVEN that the City of Tigard Oregon has called for redemption on all
of its then outstanding Bonds,Sores_(the"Bonds").
The Bonds will be rodeemed at a price ofpercent of their principal arrroum,plus interest aimed to
_.The redemption price of the Bonds is pa fable on presentation and surrender ofthe Bonds at the office oL
Interest on all Bonds or portions thereof which arc redeemed shall cease to accrue on
The following Bond are being redeemed:
/ Bond Number Principal Amount Date of Maturity Cusip Number
1 M:\
Page I-Exhibit A Apw 19•`W3
{
By Order of the qty of Tigard,Oregon
Dated
Under the Interest and Dividend Tax Compliance Act of 1983,payor may be required to withhold 31%ofthe redemption price
i
from any Bond""'Who fails to provide to payor and certify under penalties of perjury,a correct taxpayer identifying
demtitcation number or social security number,as appropriate)or an exemption ceH�cate on or before the date the Bounds arc r number(employer
Bond-who wish to avoid the application of these presented fa paynn<ni
provisions should submit a completed Form W-9 when presenting 17neir Bonds.
1
Page 2-Exhibit F ata
AW 19,1993