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S13-05 EXTRACT OF MINUTES of the regular public meeting of the City Council of the City of Elgin, Kane and Cook Counties, Illinois, held at the City Hall, located at 150 Dexter Court, in said City, at 7:00 p.m., on Wednesday, the 27th day of April, 2005. The Mayor called the meeting to order and directed the City Clerk to call the roll. Upon the roll being called, the following Council Members answered present at said location: Juan Figueroa, Robert Gilliam, David Kaptain, Brenda Rodgers, Thomas Sandor, John Walters, and Mayor Ed Schock The following were absent: None The City Council then discussed the proposal to fund various capital improvements and considered an ordinance providing for the issuance of$9,715,000 General Obligation Corporate Purpose Bonds, Series 2005B, of the City and providing for the levy and collection of a direct annual tax for the payment of the principal of and interest on said bonds. Thereupon, the City Clerk presented, the Fiscal Services Director explained, and there was read into the record in full the following ordinance: r 0-Bond Series 2005B 2129401 •KK•5/12/05 AN ORDINANCE providing for the issuance of$9,715,000 General Obligation Corporate Purpose Bonds, Series 2005B, of the City of Elgin, Kane and Cook Counties, Illinois, and providing for the levy and collection of a direct annual tax for the payment of the principal of and interest on said bonds. (the "Bond Ordinance"). Council Member Juan Figueroa moved and Council Member Brenda Rodgers seconded the motion that the Bond Ordinance as presented be adopted. A City Council discussion of the matter followed. During the City Council discussion, the Fiscal Services Director gave a public recital of the nature of the matter, which included a reading of the title of the ordinance and statements (1) that the ordinance provided for the issuance of General Obligation Corporate Purpose Bonds for the purpose of paying the costs of various capital improvements, (2) that the bonds are issuable without referendum pursuant to the home rule powers of the City, (3)that the ordinance provides for the levy of taxes sufficient to pay the bonds, and (4) that the ordinance provides many details for the bonds, including tax- exempt status covenants, provision for terms and form of the bonds, and appropriations. The Mayor directed that the roll be called for a vote upon the motion to adopt the ordinance. Upon the roll being called, the following Council Members voted AYE: Juan Figueroa, Robert Gilliam, David Kaptain, Brenda Rodgers, Thomas Sandor, John Walters, and Mayor Ed Schock and the following Council Members voted NAY: None r WHEREUPON, the Mayor declared the motion carried and the ordinance adopted, and henceforth did approve and sign the same in open meeting, and did direct the City Clerk to record the same in full in the records of the City Council of the City of Elgin, Kane and Cook Counties, Illinois. Other business was duly transacted at said meeting. Upon motion duly made and carried, the meeting adjourned. City Clerk r -2- ORDINANCE NUMBER S 13-05 AN ORDINANCE providing for the issuance of$9,715,000 General Obligation Corporate Purpose Bonds, Series 2005B, of the City of Elgin,Kane and Cook Counties, Illinois, and providing for the levy and collection of a direct annual tax for the payment of the principal of and interest on said bonds. Adopted by the City Council on the 27th day of April, 2005. TABLE OF CONTENTS SECTION HEADING PAGE PREAMBLES 1 SECTION 1. DEFINITIONS 2 SECTION 2. INCORPORATION OF PREAMBLES 4 SECTION 3. DETERMINATION TO ISSUE BONDS 4 SECTION 4. BOND DETAILS 5 SECTION 5. GLOBAL BOOK-ENTRY SYSTEM 6 SECTION 6. EXECUTION;AUTHENTICATION 9 SECTION 7. TERM BONDS,MANDATORY REDEMPTION AND COVENANTS 9 t SECTION 8. OPTIONAL REDEMPTION 10 SECTION 9. TERM BONDS PURCHASE OR REDEMPTION 10 SECTION 10. REDEMPTION PROCEDURE 11 SECTION 11. REGISTRATION AND EXCHANGE OR TRANSFER OF BONDS; PERSONS TREATED AS OWNERS 13 SECTION 12. FORM OF BOND 15 SECTION 13. TAX LEVY 22 SECTION 14. FILING WITH COUNTY CLERKS 24 SECTION 15. SALE OF BONDS 24 SECTION 16. CREATION OF FUNDS AND APPROPRIATIONS 25 -i- SECTION 17. GENERAL ARBITRAGE COVENANTS 26 SECTION 18. REGISTERED FORM 28 SECTION 19. REIMBURSEMENT 28 SECTION 20. RIGHTS AND DUTIES OF BOND REGISTRAR AND PAYING AGENT 28 SECTION 21. DEFEASANCE 29 SECTION 22. CONTINUING DISCLOSURE UNDERTAKING 29 SECTION 23. MUNICIPAL BOND INSURANCE 30 SECTION 24. PUBLICATION OF ORDINANCE 30 SECTION 25. SEVERABILITY. 31 SECTION 26. SUPERSEDER AND EFFECTIVE DATE. 32 r -11- ORDINANCE NUMBER S13-05 AN ORDINANCE providing for the issuance of$9,715,000 General Obligation Corporate Purpose Bonds, Series 2005B, of the City of Elgin, Kane and Cook Counties, Illinois, and providing for the levy and collection of a direct annual tax for the payment of the principal of and interest on said bonds. WHEREAS by virtue of its population, the City of Elgin, Kane and Cook Counties, Illinois (the "City"), and pursuant to the provisions of Section 6 of Article VII of the Constitution of the State of Illinois, the City is a home rule unit and may exercise any power or perform any function pertaining to its government and affairs including, but not limited to, the power to tax and to incur debt; and WHEREAS pursuant to the provisions of said Section 6, the City has the power to incur debt payable from ad valorem property tax receipts or from any other lawful source and maturing within 40 years from the time it is incurred without prior referendum approval; and WHEREAS on the 23rd day of April, 1975, the City Council of the City (the "City Council") did adopt an ordinance determining the procedures to be followed in the borrowing of money for public purposes of the City and in evidence of such borrowing the issuing of full faith and credit bonds of the City without referendum approval, such ordinance being entitled: ORDINANCE No. G22-75 AN ORDINANCE establishing procedures to be followed by the City of Elgin, Kane and Cook Counties, Illinois, in issuing non- referendum general obligation bonds which ordinance was amended by Ordinance No. G14-80 adopted on January 28, 1980, by Ordinance No. 64-80 adopted on October 8, 1980, by Ordinance No. G39-82 adopted on July 28, 1982 and by Ordinance No. G31-92 adopted on June 17, 1992 (Ordinance No. G22-75 as so amended being referred to hereinafter as the "Enabling Ordinance"); and WHEREAS the City Council has considered the needs of the City and has heretofore determined and does hereby determine that it is advisable, necessary,and in the best interests of the City to construct various capital improvements, including (without limitation) water and sewer improvements (all of such improvements to be the "Series 2005B Project" or "Project"); and WHEREAS the estimated cost to the City of the Series 2005B Project is the sum of $9,715,000 plus any estimated available amount of interest earnings on said sum prior to its expenditure; and WHEREAS there are insufficient funds on hand and available to pay the costs of the Series 2005B Project, and it is necessary for that purpose that a sum to pay such costs be borrowed at this time, and in evidence of such indebtedness, General Obligation Corporate �.. Purpose Bonds of the City be issued in the principal amount of $9,715,000, and that such indebtedness be incurred in accordance with the Act as hereinafter defined, and without submitting the question of incurring such indebtedness to the electors of the City for their approval; and WHEREAS the City Council does hereby determine that it is advisable and in the best interests of the City to borrow $9,715,000 at this time pursuant to the Act for the purpose of paying the costs of the Series 2005B Project and, in evidence of such borrowing, issue its full faith and credit bonds in the principal amount of$9,715,000; NOW THEREFORE Be It Ordained by the City Council of the City of Elgin, Kane and Cook Counties, Illinois, in the exercise of its home rule powers and in accordance with the Enabling Ordinance, as follows: Section 1. Definitions. In addition to such other words and terms used and defined in this Ordinance, the following words and terms used in this Ordinance shall have the following -2- meanings, unless, in either case, the context or use clearly indicates another or different meaning is intended: "Act" means the Illinois Municipal Code, as supplemented and amended, the home rule powers of the City under Section 6 of Article VII of the Illinois Constitution of 1970 and the Enabling Ordinance adopted pursuant to such home rule powers; and, in the event of conflict between the provisions of said code and home rule powers, the home rule powers shall be deemed to supersede the provisions of said code. "Bond" or "Bonds" means one or more, as applicable, of the $9,715,000 General Obligation Corporate Purpose Bonds, Series 2005B, authorized to be issued by this Ordinance. "Bond Fund" means the Bond Fund established and defined in Section 16 of this Ordinance. "Bond Moneys" means the Pledged Taxes and any other moneys deposited into the Bond Fund and investment income earned in the Bond Fund. "Bond Register" means the books of the City kept by the Bond Registrar to evidence the registration and transfer of the Bonds. "Bond Registrar" means LaSalle Bank National Association, Chicago, Illinois, a bank having trust powers, or a successor thereto or a successor designated as Bond Registrar hereunder. "City"means the City of Elgin, Kane and Cook Counties, Illinois. "City Council"means the City Council of the City. "County Clerks" means the County Clerks of The County of Kane and The County of Cook, Illinois. "Code"means the Internal Revenue Code of 1986, as amended. r -3- "Ordinance" means this Ordinance, numbered as set forth on the title page hereof, and passed by the City Council on the 27th day of April, 2005. "Paying Agent" means LaSalle Bank National Association, Chicago, Illinois, a bank having trust powers, or a successor thereto or a successor designated as Paying Agent hereunder. "Pledged Taxes" means the taxes levied on the taxable property within the City to pay principal of and interest on the Bonds as made in Section 13 hereof. "Project" or "Series 2005B Project" means the City's various capital improvement projects as described and defined as such in the preambles to this Ordinance. "Tax-exempt" means, with respect to the Bonds, the status of interest paid and received thereon as not includible in the gross income of the owners thereof under the Code for federal income tax purposes except to the extent that such interest will be taken into account in computing an adjustment used in determining the alternative minimum tax for certain corporations. "Term Bonds" means Bonds subject to mandatory redemption by operation of the Bond Fund and designated as term bonds herein. Section 2. Incorporation of Preambles. The City Council hereby finds that all of the recitals contained in the preambles to this Ordinance are true, correct and complete and does incorporate them into this Ordinance by this reference. Section 3. Determination to Issue Bonds. It is necessary and in the best interests of the City to construct the Series 2005B Project, to pay all related costs and expenses incidental thereto, and to borrow money and issue the Bonds for such purposes. It is hereby found and determined that such borrowing of money is necessary for the welfare of the government and affairs of the City, is for a proper public purpose or purposes and is in the public interest, and is -4- authorized pursuant to the Act; and these findings and determinations shall be deemed conclusive. Section 4. Bond Details. For the purpose of providing for such costs, there shall be issued and sold the Bonds in the principal amount of $9,715,000. The Bonds shall each be designated "General Obligation Corporate Purpose Bond, Series 2005B"; be dated May 15, 2005 (the "Dated Date"); and shall also bear the date of authentication thereof. The Bonds shall be in fully registered form, shall be in denominations of$5,000 or integral multiples thereof(but no single Bond shall represent principal maturing on more than one date), shall be numbered consecutively in such fashion as shall be determined by the Bond Registrar, and shall become due and payable (subject to right of prior redemption as hereinafter set forth) on December 15 of the years and in the amounts and bearing interest at the rates percent per annum as follows: YEAR AMOUNT RATE 2007 $370,000 3.750% 2008 295,000 3.750% 2009 395,000 4.000% 2010 440,000 4.000% 2011 480,000 4.000% 2012 505,000 4.000% 2013 525,000 4.000% 2014 555,000 4.000% 2015 580,000 4.000% 2016 585,000 4.000% 2017 615,000 4.000% 2018 640,000 4.125% 2019 675,000 4.200% 2020 710,000 4.250% 2021 745,000 4.250% 2022 795,000 4.750% 2023 805,000 4.750% provided, however, that pursuant to the terms of the contract for the sale of the Bonds, confirmed in Section 15 of this Ordinance, those of the Bonds shown as due serially in the above table (the "Table") in the years 2022 and 2023 shall be Term Bonds coming due in the year 2023, having a -5- schedule of mandatory redemptions (and a resultant final maturity amount in the year such Term Bond becomes due) for the years and in the amounts as is set forth in the Table. Each Bond shall bear interest from the later of its Dated Date as herein provided or from the most recent interest payment date to which interest has been paid or duly provided for, until the principal amount of such Bond is paid or duly provided for, such interest (computed upon the basis of a 360-day year of twelve 30-day months) being payable on June 15 and December 15 of each year, commencing on December 15, 2005. Interest on each Bond shall be paid by check or draft of the Paying Agent, payable upon presentation thereof in lawful money of the United States of America, to the person in whose name such Bond is registered at the close of business on the applicable Record Date (the "Record Date"), and mailed to the registered owner of the Bond as shown in the Bond Registrar or at such other address furnished in writing by such Registered Owner. The Record Date shall be the 1st day of the month of any regular or other rik interest payment date occurring on the 15th day of any month and 15 days preceding any interest payment date occasioned by the redemption of Bonds on other than the 15th day of a month. The principal of or redemption price due on the Bonds shall be payable in lawful money of the United States of America upon presentation thereof at the principal corporate trust office of the Paying Agent in the City of Chicago, Illinois, or at successor Paying Agent and locality. Section S. Global Book-Entry System. The Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities of the Bonds as provided in Section 4 hereof, and the ownership of each such Bond shall be registered in the Bond Register in the name of Cede & Co., or any successor thereto ("Cede"), as nominee of The Depository Trust Company, New York, New York, and its successors and assigns ("DTC"). All of the outstanding Bonds shall be registered in the Bond Register in the name of Cede, as nominee of DTC, except as hereinafter provided. The Mayor, Treasurer and Clerk of the City are hereby -6- authorized to execute and deliver on behalf of the City such letters to or agreements with DTC and the Bond Registrar as shall be necessary to effectuate such book-entry system(any such letter or agreement being referred to herein as the "Representation Letter"). With respect to the Bonds registered in the Bond Register in the name of Cede, as nominee of DTC, the City and the Bond Registrar shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which DTC holds Bonds from time to time as securities depository (each such broker-dealer, bank or other financial institution being referred to herein as a "DTC Participant") or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City and the Bond Registrar shall have no responsibility or obligation with respect to (i)the accuracy of the records of DTC, Cede or any DTC Participant with respect to any ownership interest in the Bonds, (ii)the delivery to any DTC Participant or any other person, other than a registered owner of a Bond as shown in the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a registered owner of a Bond as shown in the Bond Register, of any amount with respect to principal of or interest on the Bonds. The City and the Bond Registrar may treat and consider the person in whose name each Bond is registered in the Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Bond Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the respective registered owners of the Bonds, as shown in the Bond Register, or their respective attorneys duly authorized in writing, and all such payments rink shall be valid and effective to fully satisfy and discharge the City's obligations with respect to -7- payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of a Bond as shown in the Bond Register, shall receive a Bond certificate evidencing the obligation of the City to make payments of principal and interest with respect to any Bond. Upon delivery by DTC to the Bond Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, the name "Cede" in this Ordinance shall refer to such new nominee of DTC. In the event that (i) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (ii) the agreement among the City, the Bond Registrar and DTC evidenced by the Representation Letter shall be terminated for any reason or(iii)the City determines that it is in the best interests of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify DTC and DTC Participants of the availability through DTC of Bond certificates and the Bonds shall no longer be restricted to being registered in the Bond Register in the name of Cede, as nominee of DTC. At the time, the City may determine that the Bonds shall be registered in the name of and deposited with such other depository operating a global book-entry system, as may be acceptable to the City, or such depository's agent or designee, and if the City does not select such alternate global book-entry system, then the Bonds may be registered in whatever name or names registered owners of Bonds transferring or exchanging Bonds shall designate, in accordance with the provisions of Section 11 hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. F -8- Section 6. Execution; Authentication. The Bonds shall be executed on behalf of the City by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, as they may determine, and shall have impressed or imprinted thereon the corporate seal or facsimile thereof of the City. In case any such officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. All Bonds shall have thereon a certificate of authentication, substantially in the form hereinafter set forth, duly executed by the Bond Registrar as authenticating agent of the City and showing the date of authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Ordinance unless and until such certificate of authentication shall have been duly executed by the Bond Registrar by manual signature, and such certificate of authentication upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Ordinance. The certificate of authentication on any Bond shall be deemed to have been executed by it if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder. Section 7. Term Bonds, Mandatory Redemption and Covenants. Those of the Bonds denominated Term Bonds are subject to mandatory redemption by operation of the Bond Fund at a price of par and accrued interest, without premium, on December 15 of the years and in the amounts set forth in Section 4 above by reference to the Table in such section. The City covenants that it will redeem Term Bonds pursuant to the mandatory redemption requirement for such Term Bonds. Proper provision for mandatory redemption having been made, the City covenants that the Term Bonds so selected for redemption shall be payable as at maturity, and taxes shall be levied and collected as provided herein accordingly. -9- Section 8. Optional Redemption. Those of the Bonds due on or after December 15, 2014, are subject to redemption prior to maturity at the option of the City, from any available funds, in whole or in part, on any date on or after December 15, 2013, and if in part, in any order of maturity as selected by the City, and if less than an entire maturity, in integral multiples of $5,000, selected by lot by the Bond Registrar as hereinafter provided, at the redemption price of par plus accrued interest to the date fixed for redemption. Section 9. Term Bonds Purchase or Redemption. If the City redeems pursuant to optional redemption as hereinabove provided or purchases Term Bonds of any maturity and cancels the same from Bond Moneys as hereinafter described, then an amount equal to the principal amount of Term Bonds so redeemed or purchased shall be deducted from the mandatory redemption requirements provided for Term Bonds of such maturity, first, in the current year of such requirement, until the requirement for the current year has been fully met, and then in any order of such Term Bonds as due at maturity or subject to mandatory redemption in any year, as the City shall determine. If the City redeems pursuant to optional redemption or purchases Term Bonds of any maturity and cancels the same from moneys other than Bond Moneys, then an amount equal to the principal amount of Term Bonds so redeemed or purchased shall be deducted from the amount of such Term Bonds as due at maturity or subject to mandatory redemption requirement in any year, as the City shall determine. Section 10. Redemption Procedure. For a mandatory redemption of Term Bonds, the Bond Registrar shall proceed without further authorization or direction to provide for such redemption. For optional redemptions, the City shall, at least 45 days prior to the redemption date (unless a shorter time period shall be satisfactory to the Bond Registrar), notify the Bond Registrar and the bond registrar for the Bonds of such redemption date and of the maturities and principal amounts of Bonds to be redeemed. In the event of an optional redemption of less than -10- all of a given maturity of Term Bonds, the City shall also notify the Bond Registrar of the allocation of the amount to be redeemed to the mandatory redemption requirements for such Term Bonds. For purposes of any redemption of less than all of the Bonds of a single maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected by lot not more than 60 days prior to the redemption date by the Bond Registrar for the Bonds of such maturity by such method of lottery as the Bond Registrar shall deem fair and appropriate;provided, however, that such lottery shall provide for the selection for redemption of Bonds or portions thereof so that any $5,000 Bond or $5,000 portion of a Bond shall be as likely to be called for redemption as any other such$5,000 Bond or$5,000 portion. The Bond Registrar shall promptly notify the City and the Paying Agent in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond selected for partial redemption,the principal amount thereof to be redeemed. Unless waived by the registered owner of Bonds to be redeemed, official notice of any such redemption shall be given by the Bond Registrar on behalf of the City by mailing the redemption notice by first class mail not less than 30 days and not more than 60 days prior to the date fixed for redemption to each registered owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Bond Registrar. All official notices of redemption shall include the full name of the Bonds to be redeemed and at least the information as follows: (a) the redemption date; (b) the redemption price; r -11- (c) if less than all of the outstanding Bonds of a particular maturity are to be redeemed, the identification (and, in the case of partial redemption of Bonds within such maturity, the respective principal amounts) of the Bonds to be redeemed; (d) a statement that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption and that interest thereon shall cease to accrue from and after said date; and (e) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the principal corporate trust office of the Paying Agent. Prior to any redemption date, the City shall deposit with the Paying Agent an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price), such Bonds or portions of Bonds shall cease to bear interest. Neither the failure to mail such redemption notice, nor any defect in any notice so mailed, to any particular registered owner of a Bond, shall affect the sufficiency of such notice with respect to other registered owners. Notice having been properly given, failure of a registered owner of a Bond to receive such notice shall not be deemed to invalidate, limit or delay the effect of the notice or redemption action described in the notice. Such notice may be waived in writing by a registered owner of a Bond entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by -12- • registered owners shall be filed with the Bond Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Paying Agent at the redemption price. The procedure for the payment of interest due as part of the redemption price shall be as herein provided for payment of interest otherwise due. Upon surrender for any partial redemption of any Bond, there shall be prepared for the registered owner a new Bond or Bonds of like tenor, of authorized denominations, of the same maturity, and bearing the same rate of interest in the amount of the unpaid principal. If any Bond or portion of a Bond called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the redemption date at the rate borne by the Bond or portion of Bond so called for redemption. All Bonds which have been redeemed shall be cancelled and destroyed by the Bond Registrar and shall not be reissued. As part of their respective duties hereunder, the Bond Registrar and Paying Agent shall prepare and forward to the City a statement as to notice given with respect to each redemption together with copies of the notices as mailed and published. Section 11. Registration and Exchange or Transfer of Bonds; Persons Treated as Owners. The City shall cause books (the "Bond Register") for the registration and for the transfer of the Bonds as provided in this Ordinance to be kept at the principal corporate trust office of the Bond Registrar in the City of Chicago, Illinois, which is hereby constituted and appointed the registrar of the City for the Bonds. The City is authorized to prepare, and the Bond Registrar or such other agent as the City may designate shall keep custody of, multiple Bond blanks executed by the City for use in the transfer and exchange of Bonds. r -13-