HomeMy Public PortalAboutOrd. 661 - General Obligation Bond RefundingORDINANCE NO. 661
AN ORDINANCE OF THE CITY OF McCALL, VALLEY COUNTY, IDAHO,
AUTHORIZING THE ISSUANCE AND SALE OF GENERAL OBLIGATION REFUNDING
BONDS IN THE PRINCIPAL AMOUNT OF $890,000 FOR THE PURPOSE OF
REFUNDING THE OUTSTANDING GENERAL OBLIGATION BONDS OF THE CITY;
MAKING FINDINGS AND COVENANTS; DESCRIBING THE REFUNDING BONDS AND
FIXING THE INTEREST RATES TO BE BORNE THEREBY; PROVIDING FOR THE
LEVY OF TAXES TO PAY THE PRINCIPAL OF AND INTEREST ON THE REFUNDING
BONDS; PROVIDING FOR THE USE OF THE PROCEEDS OF THE REFUNDING
BONDS; MAKING CERTAIN REPRESENTATIONS AND COVENANTS CONCERNING
MAINTENANCE OF THE TAX-EXEMPT STATUS OF THE INTEREST THEREON;
ESTABLISHING AN ESCROW ACCOUNT AND PROVIDING FOR THE CALL AND
REDEMPTION OF THE BONDS TO BE REFUNDED; AND PROVIDING FOR OTHER
MATTERS RELATED THERETO
WHEREAS, the City of McCall, Valley County, Idaho (the
"City"), is a municipal corporation created and operating under the
laws of the State of Idaho; and
WHEREAS, the City now has outstanding its General. Obligation
Bonds, Series 1990, in the aggregate principal amount of $890,000
(the "Refunded Bonds"); and
WHEREAS, the City is authorized by Chapter 10, Title 50, and
Section 57-504, Idaho Code, to issue its refunding bonds to refund
outstanding bonds whenever its City Council (the "Council")
determines that a saving or other beneficial public objective can
be achieved thereby, and to sell its refunding bonds at private
sale; and
WHEREAS, the Council has determined that the Refunded Bonds
can be refunded with profit and advantage and with.a present value
debt service saving to the City and its taxpayers and has
determined to issue the refunding bonds of the City for the purpose
of refunding its Refunded Bonds; and
WHEREAS, there has been presented to the City an offer from
Seattle -Northwest Securities Corporation to purchase the City's
refunding bonds, and the Council has determined that it is in the
best interests of the City to sell its refunding bonds in
accordance with -said offer.
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE
CITY OF McCALL, Valley County, Idaho, as follows:
Section 1: DEFINITIONS
As used in this Bond Ordinance, unless the context shall
otherwise require, the following terms shall have the following
meanings:
Act means collectively Chapter 10 of Title 50 and Chapters 2,
5, and 9 of Title 57, Idaho Code, as amended.
Bond Fund means the Bond Fund established in Section 10
hereof.
Bond Counsel means Moore & McFadden, Chartered, Boise, Idaho,
or another attorney at law or a firm of attorneys of nationally
recognized standing in matters pertaining to the tax-exempt status
of interest on obligations issued by states and their political
subdivisions, duly admitted to the practice of law before the
highest court of any state of the United States.
Bond Ordinance means this Ordinance No. 661, adopted on
February 24, 1994, authorizing the issuance and sale of the Bonds.
Bond Purchase Agreement means the agreement between the City
and the Underwriter for the purchase of the Bonds as provided in
Section 12 of this Bond Ordinance.
Bond Registrar means the Corporate Trust Department of West
One Bank, Idaho, Boise, Idaho, as bond registrar, transfer agent,
authenticating and paying agent for the Bonds, appointed and
designated in Section 6 of this Bond Ordinance.
Bonds means the "City of McCall General Obligation Refunding
Bonds, Series 1994," herein authorized to be issued, sold, and
delivered in the principal amount of $890,000.
Book -Entry -Only System means the system of recordation of
ownership of the Bonds on the books of DTC pursuant to Section 4 of
this Bond Ordinance.
Business Day means any day other than (i) a Saturday, Sunday,
or legal holiday, or (ii) a day on which the Bond Registrar is
authorized by law to close.
Cede means Cede & Co., the nominee of DTC, and any successor
nominee of DTC with respect to the Bonds pursuant to Section 4
hereof.
Certificated Bond(s) means a Bond or Bonds evidenced by a
printed certificate in the event that the Book -Entry -Only System is
discontinued.
City means the City of McCall, Valley County, Idaho.
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Clerk means the clerk of the City.
Code means the Internal Revenue Code of 1986, as amended.
Cost of Issuance Fund means the fund created by Section
10 (A) (2) of this Bond Ordinance for the payment of the costs of
issuance of the Bonds as provided in Section 10 (E) of this Bond
Ordinance.
Council means the City Council of the City.
DTC means The Depository Trust Company, New York, New York,
and its successors and assigns.
Escrow Account means the Escrow Account established in the
Escrow Agreement.
Escrow Agent means West One Bank, Idaho, as escrow agent under
the Escrow Agreement.
Escrow Agreement means the Escrow Agreement between the City
and West One Bank, Idaho, as authorized in Section 10(C) hereof.
Exchange Bond means any Exchange Bond as defined in Section 7
hereof.
Exchange Coupon means an Exchange Coupon as defined in
Section 7 hereof.
Fiscal Year means the fiscal year of the City, commencing on
October 1 of each year.
Mayor means the person designated by the Council as mayor of
the City.
Participants means those broker -dealers, banks, and other
financial institutions from time to time for which DTC holds Bonds
as securities depository.
Record Date means in the case of each interest payment date,
the Bond Registrar's close of business on the fifteenth day of the
month in which such interest payment date falls.
Refunded Bonds means the City's General Obligation Bonds,
Series 1990, dated February 1, 1990, and issued in the initial
aggregate principal amount of $1,100,000 pursuant to Ordinance No.
555, adopted by the City on July 14, 1989, as amended by Ordinance
No. 560, adopted on November 30, 1989, the principal amount of
$890,000 of which remains outstanding.
Registered Owner or Owner means the registered owner of any
Bond or Supplemental Registered Interest Coupon, if applicable, as
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shown in the registration books of the City kept by the Bond
Registrar for such purpose.
Regulations means the Treasury Regulations issued or proposed
under Section 103, Section 148, or Section 149 of the Code (26 CFR
Part 2) or other sections of the Code relating to "arbitrage bonds"
or rebate, including without limitation Sections 1.103-13,
1.103-14, 1.103-15, 1.148-0 through 1.148-11 and 1.150-1 of the
Treasury Regulations, to the extent applicable, and includes
amendments thereto or successor provisions.
Representation Letter means the representation letter from the
City to DTC, as authorized in Section 4 hereof.
Supplemental Interest means interest on the Bonds to be paid
to the Registered Owner of a Supplemental Registered Interest
Coupon on any interest payment date as set forth in Section 3(B)
hereof.
Supplemental Registered Interest Coupons means the coupons
evidencing Supplemental Interest on the Bonds as provided in
Section 3(B) of this Bond Ordinance.
Treasurer means the treasurer of the City.
Written Certificate means an instrument in writing on behalf
of the City executed by an authorized officer of the City.
Section 2: FINDINGS
The Council hereby finds, determines, and declares:
A. That the City's Refunded Bonds can be refunded at a
substantial present -value saving to the City and its taxpayers.
B. That it is desirable and necessary for the benefit of the
City and its taxpayers to refund the City's Refunded Bonds for the
purpose of achieving a saving and other beneficial public
objectives, by the issuance of the Bonds.
C. That the net proceeds of the Bonds shall be used for the
purpose of redeeming the Refunded Bonds and of paying the necessary
costs of issuance of the Bonds.
Section 3: THE BONDS
A. Authorization. Fully registered general obligation bonds
of the City, designated "City of McCall General Obligation
Refunding Bonds, Series 1994" (the "Bonds"), in the aggregate
principal amount of $890,000, are hereby authorized to be issued,
sold, and delivered pursuant to the Act. The Bonds shall be issued
in fully registered form only, without coupons (except as to
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Supplemental Registered Interest Coupons as described in Paragraph
B of this Section 3).
B. Description of the Bonds. The Bonds shall be issued in
accordance with the Book -Entry -Only System described in this
Section 3, shall be dated March 15, 1994, shall be issued in fully
registered form in denominations of $5,000 each or integral
multiples thereof, not exceeding the total amount of Bonds maturing
in a single maturity (provided that no Bond shall represent more
than one maturity) , shall mature serially in the years 1995 through
2004, and shall bear interest at the rates set forth below, payable
commencing August 1, 1994, and semiannually thereafter on each
February 1 and August 1 until their respective dates of maturity or
prior redemption, and shall mature on August 1 in the following
years and principal amounts:
Maturity Date
August 1, 1995
August 1, 1996
August 1, 1997
August 1, 1998
August 1, 1999
August 1, 2000
August 1, 2001
August 1, 2002
August 1, 2003
August 1, 2004
Principal Amount Interest Rate
75,000
75,000
80, 000
85, 000
85,000
90,000
95,000
95,000
105,000
105,000
3.25 W
3.50
3.75
4.00
4.10
4.25
4.40
4.60
4.75
4.90
Interest shall be computed on the basis of a twelve-month, 360-day
year.
In addition the Bonds shall bear Supplemental Interest,
evidenced by Supplemental Registered Interest Coupons appurtenant
to the Bonds, which may be owned and transferred separately from
the Bonds, as follows:
Maturity Date
August 1, 1994
Value at Maturity Present Value
$ 60,000 $ 59,305.20
Supplemental Interest shall be paid to the Registered Owner of each
Supplemental Registered Interest Coupon.
Each Bond shall bear interest from the interest payment date
next preceding the date of registration and authentication thereof
unless it is registered and authenticated as of an interest payment
date, in which event it shall bear interest from the date thereof,
or unless it is registered and authenticated prior to the first
interest payment date, in which event it shall bear interest from
its date, or unless, as shown by the records of the Bond Registrar,
interest on the Bonds shall be in default, in which event it.shall
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bear interest from the date to which interest has been paid in
full. The Bond Registrar shall insert the date of registration and
authentication of each Bond or Supplemental Registered Interest
Coupon in the place provided for such purpose in the form of Bond
Registrar's certificate of authentication on each Bond or
Supplemental Registered Interest Coupon. To the extent permitted
by law, the Bonds shall bear interest on overdue principal at the
aforesaid respective rates.
The Bonds shall be numbered separately from One (1) upwards in
order of issuance with the prefix "R" preceding each number. The
Supplemental Registered Interest Coupons shall be numbered with the
letter prefix "RC," shall be numbered from One (1) upward in order
of issuance.
After execution, as hereinafter provided, the Bonds and
Supplemental Registered Interest Coupons shall be authenticated by
the Bond Registrar in the manner hereinafter provided.
Section 4: THE BOOK -ENTRY -ONLY SYSTEM
A. Book -Entry -Only System; Limited Obligation of City. The
Bonds shall be initially issued in the form of a separate single
fully registered Bond substantially in the form of Exhibit "A"
which is annexed hereto and incorporated herein by reference for
each of the maturities set forth in Section 3 hereof. Each such
Bond shall be manually executed by the Mayor, manually
countersigned by the Treasurer, and manually attested by the Clerk,
and the corporate seal of the City shall be impressed thereon.
Each Bond shall also be manually authenticated by the Bond
Registrar. Upon initial issuance, the ownership of each Bond shall
be registered in the registration books kept by the Bond Registrar
in the name of Cede, as nominee of DTC. Except as provided in
Paragraph 4(C) hereof, all of the outstanding Bonds shall be
registered in the registration books kept by the Bond Registrar in
the name of Cede, as nominee of DTC. Supplemental Registered
Interest Coupons shall not be part of the Book -Entry -Only System,
but shall be executed and registered in accordance with Section 5
only.
The Supplemental Registered Interest Coupons shall be
initially issued in the form of a separate, single, fully
registered typewritten Supplemental Registered Interest Coupon,
substantially in the form set forth in Exhibit "B" annexed hereto
and by reference made a part hereof, shall be manually executed by
the Clerk, and shall also be manually executed by the Bond
Registrar. The ownership of each Supplemental Registered Interest
Coupon shall be registered in the name of Cede as nominee of DTC.
With respect to Bonds and Supplemental Registered Interest
Coupons registered in the registration books kept by the Bond
Registrar in the name of Cede, as nominee of DTC, the City and the
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Bond Registrar shall have no responsibility or obligation to any
Participant or to any person on behalf of which a Participant holds
an interest in the Bonds or Supplemental Registered Interest
Coupons with respect to (i) the accuracy of the records of DTC,
Cede or any Participant with respect to any ownership interest in
the Bonds or Supplemental Registered Interest Coupons, (ii) the
delivery to any Participant or any other person, other than a
Registered Owner, as shown in the registration books kept by the
Bond Registrar, of any notice with respect to the Bonds or
Supplemental Registered Interest Coupons, including any notice of
redemption, or (iii) the payment to any Participant or any other
person, other than a Registered Owner, as shown in the registration
books kept by the Bond Registrar, of any amount with respect to
principal of or interest on the Bonds or Supplemental Registered
Interest Coupons. The City and the Bond Registrar may treat and
consider the person in whose name each Bond or Supplemental
Registered Interest Coupon is registered in the registration books
kept by the Bond Registrar as the holder and absolute owner of such
Bond or Supplemental Registered Interest Coupon for the purpose of
payment of principal and interest with respect to such Bond or
Supplemental Registered Interest Coupon, and for all other purposes
whatsoever. The Bond Registrar shall pay all principal of and
interest on the Bonds or Supplemental Registered Interest Coupons
only to or upon the order of the respective Registered Owners, as
shown in the registration books kept by the Bond Registrar, or
their respective attorneys duly authorized in writing, as provided
in Section 7 hereof, and all such payments shall be valid and
effective to fully satisfy and discharge the City's obligations
with respect to payment of principal of and interest on the Bonds
or Supplemental Registered Interest Coupons to the extent of the
sum or sums so paid. No person other than a Registered Owner, as
shown in the registration books kept by the Bond Registrar, shall
receive a Bond or Supplemental Registered Interest Coupon
certificate evidencing the obligation of the City to make payments
of principal and interest pursuant to this Bond Ordinance. Upon
delivery by DTC to the City of written notice to the effect that
DTC has determined to substitute a new nominee in place of Cede,
and subject to the provisions herein with respect to Record Dates,
the word "Cede" in this Bond Ordinance shall refer to such new
nominee of DTC; and upon receipt of such a notice the City shall
promptly deliver a copy of the same to the Bond Registrar.
B. Representation Letter. The Representation Letter in
substantially the form annexed hereto as Exhibit "C" and by
reference incorporated herein, with such changes, omissions,
insertions, and revisions as the Mayor shall approve, is hereby
authorized, and the Mayor shall execute and deliver such
Representation Letter. The approval of the Mayor of any such
changes, omissions, insertions, and revisions shall be conclusively
established by said Mayor's execution of the Representation Letter.
The City's execution and delivery of the Representation Letter
shall not in any way limit the provisions of Paragraph A of this
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Section 4 or in any other way impose upon the City any obligation
whatsoever with respect to persons having interests in the Bonds or
Supplemental Registered Interest Coupons other than the Registered
Owners, as shown on the registration books kept by the Bond
Registrar. In the written acceptance of each Bond Registrar
referred to in Section 6 hereof, such Bond Registrar shall agree to
take all action necessary for all representations of the City in
the Representation Letter with respect to the Bond Registrar to at
all times be complied with.
C. Transfers Outside Book -Entry -Only System. In the event
that (a) the City determines that DTC is incapable of discharging
or is unwilling to discharge its responsibilities described herein
and in the Representation Letter, (b) DTC determines to discontinue
providing its service as securities depository with respect to the
Bonds or Supplemental Registered Interest Coupons at any time as
provided in the Representation Letter or (c) the City determines
that it is in the best interests of the beneficial owners of the
Bonds or Supplemental Registered Interest Coupons that they be able
to obtain Certificated Bonds or Supplemental Registered Interest
Coupons in certificated form, and an alternative book -entry system
is not available or is not selected as provided in the succeeding
sentence, the City shall notify DTC and direct DTC to notify the
Participants of the availability through DTC of Bond and
Supplemental Registered Interest Coupon certificates and the Bonds
and Supplemental Registered Interest Coupons shall no longer be
restricted to being registered in the registration books kept by
the Bond Registrar in the name of Cede, as nominee of DTC. At that
time, the City may determine that the Bonds and Supplemental
Registered Interest Coupons shall be registered in the name of and
deposited with such other depository operating a universal 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 universal book -entry system, then the Bonds and
Supplemental Registered Interest Coupons shall no longer be
restricted to being registered in the registration books kept by
the Bond Registrar in the name of Cede, as nominee of DTC, but may
be registered in whatever name or names Registered Owners
transferring or exchanging Bonds and Supplemental Registered
Interest Coupons shall designate, in accordance with the provisions
of Section 7 hereof.
D. Payments to Cede. Notwithstanding any other provision of
this Bond Ordinance to the contrary, so long as any Bond or
Supplemental Registered Interest Coupon is registered in the name
of Cede, as nominee of DTC, all payments with respect to principal
of and interest on such Bond or Supplemental Registered Interest
Coupon and all notices with respect to such Bond or Supplemental
Registered Interest Coupon shall be made and given, respectively,
in the manner provided in the Representation Letter.
Section 5: EXECUTION OF CERTIFICATED BONDS AND SUPPLEMENTAL
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REGISTERED INTEREST COUPONS
In the event that the Book -Entry -Only System is discontinued
with respect to the Bonds and Supplemental Registered Interest
Coupons, the City shall cause Certificated Bonds and Supplemental
Registered Interest Coupons in certificated form to be prepared,
executed, authenticated, and delivered. The Certificated Bonds
shall be substantially in the form set forth as Exhibit "D" annexed
hereto and by reference made a part hereof. The Certificated Bonds
shall be numbered separately in the manner and with such additional
designation as the Bond Registrar shall deem necessary for purposes
of identification.
Certificated Bonds shall be executed on behalf of the City by
the Mayor, countersigned by the Treasurer, and attested by the
Clerk (said signatures being either manual or by facsimile) and the
corporate seal of the City shall be impressed thereon or the
facsimile of the corporate seal of the City shall be printed
thereon. The Supplemental Registered Interest Coupons shall be
substantially in the form set forth as Exhibit °B" annexed hereto
and by reference made a part hereof, with such changes as shall be
appropriate to certificated instruments, and shall be executed by
the Clerk (the signature of said Clerk being either manual or by
facsimile). The said officials and each of them are hereby
authorized and instructed to execute the Certificated Bonds and the
Supplemental Registered Interest Coupons accordingly, and the use
of such facsimile signatures of said Mayor, Treasurer, and Clerk,
and such facsimile of the seal of the City on the Certificated
Bonds are hereby authorized, approved, and adopted as the
authorized and authentic execution, countersigning, and sealing of
the Certificated Bonds and the Supplemental Registered Interest
Coupons by said officials. The Certificated Bonds and the
Supplemental Registered Interest Coupons shall then be delivered to
the Bond Registrar for manual authentication. Only such of the
Certificated Bonds and the Supplemental Registered Interest Coupons
as shall bear thereon a certificate of authentication, manually
executed by the Bond Registrar, shall be valid or obligatory for
any purpose or entitled to the benefits of this Bond Ordinance, and
such certificate of the Bond Registrar shall be conclusive evidence
that the Certificated Bonds and the Supplemental Registered
InterestCoupons so authenticated have been duly authenticated and
delivered under, and are entitled to the benefits of, this Bond
Ordinance and that the Registered Owner thereof is entitled to the
benefits of this Bond Ordinance. The certificate of authentication
of the Bond Registrar on any Certificated Bond or Supplemental
Registered Interest Coupon shall be deemed to have been executed by
it if (a) such Certificated Bond or Supplemental Registered
Interest Coupon is 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 Certificated Bonds
or Supplemental Registered Interest Coupons issued hereunder or
that all of the Certificated Bonds or Supplemental Registered
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Interest Coupons hereunder be authenticated by the same Bond
Registrar, and (b) the date of registration and authentication of
the Certificated Bond or Supplemental Registered Interest Coupon is
inserted in the place provided therefor on the certificate of
authentication.
The Mayor, Treasurer, and Clerk are authorized to execute,
countersign, attest, and seal from time to time, in the manner
described above, Certificated Bonds or Supplemental Registered
Interest Coupons (the "Exchange Bonds" or "Exchange Coupons," as
applicable) to be issued and delivered for the purpose of effecting
transfers and exchanges of Bonds or Supplemental Registered
Interest Coupons pursuant to Section 7 hereof. At the time of the
execution, countersigning, and sealing of the Exchange Bonds or the
execution of the Exchange Coupons by the City, the payee, maturity,
or due date, as applicable, and interest rate, if applicable, shall
be in blank. A11 Exchange Bonds shall be in the denomination of
$5,000 or integral multiples thereof. Upon any transfer or
exchange of Bonds or Supplemental Registered Interest Coupons
pursuant to Section 7 hereof, the Bond Registrar shall cause to be
inserted in appropriate Exchange Bonds or Exchange Coupons the
appropriate payee, maturity, or due date, as applicable, and
interest rate. The Bond Registrar is hereby authorized and
directed to hold the Exchange Bonds and Exchange Coupons, and to
complete, authenticate, and deliver the Exchange Bonds and Exchange
Coupons, for the purpose of effecting transfers and exchanges of
Certificated Bonds or Supplemental Registered Interest Coupons;
provided that any Exchange Bonds or Exchange Coupons authenticated
and delivered by the Bond Registrar shall bear the same series,
maturity, or due date, as applicable-, and interest rate as Bonds or
Supplemental Registered Interest Coupons delivered to the Bond
Registrar for exchange or transfer, and shall bear the name of such
payee as the Registered Owner requesting an exchange or transfer
shall designate; and provided further that upon the delivery of any
Exchange Bonds or Exchange Coupons by the Bond Registrar a like
principal amount, if applicable, of Certificated Bonds or
Supplemental Registered Interest Coupons submitted for transfer or
exchange, and of like series and having like maturities and
interest rates, if applicable, shall be canceled. The execution,
countersigning, and sealing by the City and delivery to the Bond
Registrar of any Exchange Bond or Exchange Coupon shall constitute
full and due authorization of such Certificated Bond or
Supplemental Registered Interest Coupon containing such payee,
maturity, or due date, as applicable, and interest rate, if
applicable, as the Bond Registrar shall cause to be inserted, and
the Bond Registrar shall thereby be authorized to authenticate and
deliver such Exchange Bond or Exchange Coupon in accordance with
the provisions hereof.
In case any officer whose signature or a facsimile of whose
signature shall appear on any Bond or Supplemental Registered
Interest Coupon (including any Exchange Bond or Exchange Coupon)
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shall cease to be such officer before the issuance or deliver of
such Bond or Supplemental Registered Interest Coupon, such
signature or such facsimile shall nevertheless be valid and
sufficient for all purposes, the same as if such officer had
remained in office until such issuance of delivery, respectively.
Section 6: BOND REGISTRAR
West One Bank, Idaho, is hereby appointed the Bond Registrar
for the Bonds and Supplemental Registered Interest Coupons. The
City may remove any Bond Registrar, and any successor thereto, and
appoint a successor or successors thereto. Each Bond Registrar
shall signify its acceptance of the duties and obligations imposed
upon it by the Bond Ordinance by executing and delivering to the
City a written acceptance thereof. The principal of and interest
on the Bonds and Supplemental Registered Interest Coupons shall be
payable in any coin or currency of the United States of America
which, at the respective dates of payment thereof, is legal tender
for the payment of public and private debts. Principal of the
Bonds shall be payable when due to the Registered Owner of each
Bond at the principal corporate trust office of the Bond Registrar.
Payment of interest (other than Supplemental Interest) on each Bond
shall be made to the person who, as of the Record Date, is the
Registered Owner of the Bond and shall be made by check or draft
mailed to the Registered Owner, at the address of such Registered
Owner as it appears on the registration books of the City kept by
the Bond Registrar, or at such other address as is furnished to the
Bond Registrar in writing by such Registered Owner on or prior to
the Record Date. Supplemental Registered Interest Coupons shall be
payable when due to the Registered Owner of each Supplemental
Registered Interest Coupon at the principal corporate trust office
of the Bond Registrar.
Section 7: TRANSFER AND EXCHANGE OF BONDS OR SUPPLEMENTAL
REGISTERED INTEREST COUPONS
A. Transfer of Bonds or Supplemental Registered Interest
Coupons.
(1) Any Bond or Supplemental Registered Interest Coupon
may, in accordance with its terms, be transferred, upon the
registration books kept by the Bond Registrar pursuant to
Paragraph C of this Section 7, by the Registered Owner, in person
or by his duly authorized attorney, upon surrender of such Bond or
Supplemental Registered Interest Coupon for cancellation,
accompanied by delivery of a written instrument of transfer in a
form approved by the Bond Registrar, duly executed. No transfer
shall be effective until entered on the registration books kept by
the Bond Registrar. The City and the Bond Registrar may treat and
consider the Registered Owner as the absolute owner thereof for the
purpose of receiving payment of, or on account of, the principal,
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if any, or redemption price thereof and interest due thereon and
for all other purposes whatsoever.
(2) Whenever any Bond or Bonds or Supplemental
Registered Interest Coupon or Coupons shall be surrendered for
transfer, the Bond Registrar shall authenticate and deliver a new
fully registered Bond or Bonds or Supplemental Registered Interest
Coupon or Coupons (which may be an Exchange Bond or Bonds pursuant
to Paragraph B of this Section 7) of the same series, designation,
maturity, or due date, as applicable, and interest rate and of
authorized denominations duly executed by the City, for a like
aggregate principal amount or interest amount, as applicable. The
Bond Registrar shall require the payment by the Registered Owner
requesting such transfer of any tax or other governmental charge
required to be paid with respect to such transfer. With respect to
each Bond or Supplemental Registered Interest Coupon, no such
transfer shall be required to be made after the Record Date with
respect to any interest payment date to and including such interest
payment date. If Exchange Bonds or Exchange Coupons are prepared
in connection with transfers outside the book -entry registration
system as provided in Section 4(C), the foregoing provisions of
this Section 7 shall apply to such transfers or exchanges.
B. Exchange of Bonds or Supplemental Registered Interest
Coupons. Bonds or Supplemental Registered Interest Coupons may be
exchanged at the principal corporate trust office of the Bond
Registrar for a like aggregate principal amount of fully registered
Bonds or Supplemental Registered Interest Coupons (which may be an
Exchange Bond or Bonds or Exchange Coupon or Coupons) of the same
series, designation, maturity, or due date, as applicable, and
interest rate of other authorized denominations or amounts, as
applicable. The Bond Registrar shall require the payment by the
Registered Owner requesting such exchange of any tax or other
governmental charge required to be paid with respect to such
exchange. With respect to each Bond or Supplemental Registered
Interest Coupon, no such exchange shall be required to be made
after the Record Date with respect to any interest payment date to
and including such interest payment date.
C. Bond Registration Books. This Bond Ordinance shall
constitute a system of registration within the meaning and for all
purposes of the Registered Public Obligations Act of Idaho,
Chapter 9 of Title 57, Idaho Code. The Bond Registrar shall keep
or cause to be kept, at its principal corporate trust office,
sufficient books for the registration and transfer of the Bonds and
Supplemental Registered Interest Coupons, which shall at all times
be open to inspection by the City; and, upon presentation for such
purpose, the Bond Registrar shall, under such reasonable
regulations as it may prescribe, register or transfer or cause to
be registered or transferred, on said books, Bonds and Supplemental
Registered Interest Coupons as herein provided.
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herein;
D. List of Registered Owners. The Bond Registrar shall
maintain a list of the names and addresses of the Registered Owners
of all Bonds and Supplemental Registered Interest Coupons and upon
any transfer shall add the name and address of the new Registered
Owners and eliminate the name and address of the transferor
Registered Owner.
E. Duties of• Bond Registrar. If requested by the Bond
Registrar, the Mayor and Clerk are authorized to execute the Bond
Registrar's standard form of agreement between the City and the
Bond Registrar with respect to the compensation, obligations, and
duties of the Bond Registrar hereunder which may include the
following:
(1) to act as bond registrar, authenticating agent,
paying agent, and transfer agent as provided herein;
(2) to maintain a list of Registered Owners as set forth
herein and to furnish such list to the City upon request, but
otherwise to keep such list confidential;
(3) to give notice of redemption of Bonds as provided
(4) to cancel and/or destroy Bonds or Supplemental
Registered Interest Coupons which have been paid at maturity or
upon earlier redemption or submitted for exchange or transfer;
(5) to furnish the City at least annually a certificate
with respect to Bonds or Supplemental Registered Interest Coupons
canceled and/or destroyed;
(6) to furnish the City at least annually an audit
confirmation of Bonds paid, Bonds outstanding and payments made
with respect to interest on the Bonds; and
(7) to comply with all applicable provisions of the
Representation Letter, as called for in Section 4(B) hereof.
Section 8: REDEMPTION
Bonds maturing on or before August 1, 2000, shall not be
subject to call or redemption prior to their stated dates of
maturity. On any interest payment date on or after August 1, 2000,
at the option of the City, the Bonds maturing on or after August 1,
2001, shall be subject to redemption, in whole or in part, at the
discretion of the City (and by lot selected by the Bond Registrar
within a maturity), upon notice as hereinafter provided, at par
plus accrued interest to the redemption date.
Portions of any Bond of a denomination of more than $5,000 may
be redeemed. The portion of any Bond of a denomination of more
Page 13
than $5,000 to be redeemed shall be in the principal amount of
$5,000 or any integral multiple of $5,000, and in selecting
portions of such Bonds for redemption the Bond Registrar will treat
each such Bond as representing that number of Bonds of $5,000
denomination which is obtained by dividing the principal amount of
such Bond by $5,000.
So. long as the Bonds are in book -entry -only form, notice of
redemption of the Bonds shall be given in writing to DTC by the
Bond Registrar not less than thirty (30) days prior to the date
fixed for redemption, which notice shall provide the information
required in the Representation Letter. During any period when the
Bonds are not in book -entry -only form, notice of redemption of any
Bonds shall be given by mailing of notice by the Bond Registrar to
the Registered Owner of any Bond being called for redemption not
less than thirty (30) nor more than sixty (60) days prior to the
redemption date by first class mail, postage prepaid, at the
address appearing on the Bond Register, or at such other address as
may be furnished in writing by such Registered Owner to the Bond
Registrar. The foregoing requirements shall be deemed to be
complied with when notice is mailed as provided herein, regardless
of whether or not it is actually received by the owner of such
Bond. The notice shall specify the Bonds to be redeemed, the date
and place of redemption, and shall provide that the Bonds so called
for redemption shall cease to accrue interest on the specified
redemption date, provided funds for such redemption are on deposit
at the place of payment at such time, and shall not be deemed to be
outstandingas of such redemption date.
Section 9: DEFEASANCE OF THE BONDS
In the event that money and/or government obligations,
maturing or having guaranteed redemption prices at the option of
the owner at such time or times and bearing interest to be earned
thereon in such amounts as are sufficient (together with any
resulting cash balances) to redeem and retire part or all of the
Bonds in accordance with its terms, are hereafter irrevocably set
aside in a special account and pledged to effect such redemption
and retirement, then no further payments need be made into the Bond
Fund for the payment of the principal of and interest on the Bonds
so provided for, and the Bonds and interest accrued thereon shall
then cease to be entitled to any lien, benefit, or security of this
Bond Ordinance, except the right to receive the funds so set aside
and pledged, and the Bonds and interest accrued thereon shall no
longer be deemed to be outstanding hereunder.
Page 14
Section 10: FUNDS AND ACCOUNTS
A. Establishment of Accounts and Funds. The following
accounts and funds on the accounting records of the City are hereby
created with respect to the Bonds:
(1) Bond Fund, to be held by the City.
(2) Cost of Issuance Fund, to be held by the City.
(3) Escrow Account, to be held by the Escrow Agent
B. Delivery of Bonds; Application of Proceeds. The
Treasurer is hereby instructed to make delivery of the Bonds to the
Underwriter and to receive payment therefor in accordance with the
terms of the Bond Purchase Agreement and to deposit the proceeds of
sale as follows:
(a) accrued interest on the Bonds from March 1, 1994, if
any, to the date of delivery of the Bonds shall be deposited
into the Bond Fund; and
(b) a portion of the proceeds of sale of the Bonds shall
be deposited in the Cost of Issuance Fund to be used as
described in Section 10(E).
(c) the remaining proceeds of sale of the Bonds and
Supplemental Registered Interest Coupons shall be deposited
into the Escrow Account to be used as described in Sections
10 (C) and 10(D).
C. Approval of Escrow Agreement; Deposits into Escrow
Account.
(1) The Escrow Agreement, in substantially the form set
forth in Exhibit °E° which is annexed hereto and by reference
incorporated herein, with such changes, omissions, insertions, and
revisions as the Mayor shall approve, is hereby authorized, and the
Mayor and Clerk shall sign such Escrow Agreement, which signatures
shall evidence such approval. The Mayor and the Clerk are, and
each of them is, hereby authorized to do or perform all such acts
as may be necessary or advisable to comply with the Escrow
Agreement and to carry the same into effect.
(2) The portion of the proceeds of the sale of the Bonds
and Supplemental Registered Interest Coupons specified in Section
10(B) hereof, together with all moneys in the bond fund established
for the Refunded Bonds, as shall be specified in a Written
Certificate to be filed with the Escrow Agent at the time of the
delivery of the Bonds, shall, simultaneously with the delivery of
the Bonds be invested or reinvested as contemplated in the Act
(except for any amount to be retained as cash) and the obligations
Page 15
in which such moneys are so invested and any remaining cash shall
be deposited in trust with the Escrow Agent in accordance with the
provisions of the Escrow Agreement.
D. Redemption of Refunded Bonds; Pledge, Etc. of Escrow
Account.
(1) The Refunded Bonds maturing on and after August 1,
1996, are hereby irrevocably called for redemption on August 1,
1995 (the "Redemption Date"). Notice of such redemption shall be
given as provided in the resolution authorizing the Refunded Bonds
and in accordance with the Act. The Refunded Bonds are being
redeemed at a redemption price of par plus accrued interest to the
Redemption Date.
(2) Moneys in the Escrow Account shall be utilized
exclusively for the purposes of (i) paying the interest, or
principal and interest, falling due on each interest, or principal
and interest, payment date of the Refunded Bonds through and.
including February 1, 1995, and (ii) on August 1, 1995, paying the
redemption price of, including accrued interest on, the Refunded
Bonds on the Redemption Date, and the Escrow Account is hereby
irrevocably pledged to such purposes.
(3) Moneys in the Escrow Account shall be invested,
until needed for the purposes of the Escrow Account, in
governmental obligations as permitted by Section 57-504, Idaho
Code, and as permitted in the Escrow Agreement. It is hereby found
and determined by the City, pursuant to Section 57-504, Idaho Code,
that moneys in the Escrow Account, together with other funds of the
City pledged to the payment of the Refunded Bonds, will be
sufficient to pay, when due, pursuant to stated maturity or call
for redemption, the principal of and interest due and to become due
on the Refunded Bonds, and provision has been made in the Escrow
Agreement for the refunding of the Refunded Bonds.
(4) Any moneys remaining in the Escrow Account and not
needed for refunding of the Refunded Bonds shall be applied to pay
any costs of issuance of the Bonds that remain unpaid, if any, and
any moneys remaining thereafter shall be deposited into the Bond
Fund.
(5) It is hereby found and determined that, upon
compliance by the City and the Escrow Agent with the foregoing•
provisions of this Section 10(D), the Refunded Bonds shall be
deemed to be fully defeased and shall no longer be deemed to be an
indebtedness or other obligation of the City.
E. Cost of Issuance Fund. There is hereby established in
the hands of the Treasurer a separate account designated as the
"Cost of Issuance Fund." At the time of the delivery of the Bonds
the City shall deposit into the Cost of Issuance Fund such amount
Page 16
as shall be required to pay the reasonable and necessary costs of
issuance of the Bonds. Moneys in the Cost of Issuance Fund shall
be used for the payment of costs of issuance of the Bonds. Any
moneys remaining in the Cost of Issuance Fund on the date of the
full and final payment of all costs of issuance of the Bonds shall
be transferred into the Bond Fund.
Section 11: COVENANTS AND UNDERTAKINGS
A. Levy of Taxes. In accordance with the provisions of
Sections 50-1026 and 57-222, Idaho Code, as amended, there shall be
levied on all taxable property in the City, in addition to all
other taxes, a direct annual ad valorem tax in an amount sufficient
to meet the payment of the principal and interest on the Bonds,
including Supplemental Interest, as the same mature, and
to constitute a sinking fund for the payment of the principal
thereof.
Said taxes in each of said years shall be levied, assessed,
certified, extended, and collected by the proper officers and at
the times, all as fixed by law, and as other taxes are levied,
assessed, certified, extended, and collected in, for and by the
City and by the same officers thereof and are hereby appropriated
for the purpose of paying any of the Bonds until the Bonds shall be
fully paid.
Principal of or interest on the Bonds falling due at any time
when the proceeds of said tax levy may not be available shall be
paid from other funds of the City and shall be reimbursed from the
proceeds of said taxes when said taxes shall have been collected.
Said taxes in each of the several years shall be and are hereby
certified to the Board of County Commissioners of Valley County as
being taxes necessary to be levied on all of the taxable property
in the City for the purpose of paying the principal of and the
interest on the Bonds as the same become due. Said taxes when
collected shall be placed in the Bond Fund and shall be used for no
other purpose than for the payment of the principal of and the
interest on the Bonds as the same become due, so long as any of the
Bonds remain outstanding and unpaid, but nothing herein contained
shall be construed to prevent the City from paying the interest on
or the principal of the Bonds from any other funds in its hands and
available for that purpose, or to prevent the City from levying any
further or additional taxes which may be necessary to fully pay the
interest on or the principal of the Bonds.
The full faith and credit and all taxable property in the City
are hereby pledged for the prompt payment of the principal of and
the interest on the Bonds as the same become due and the tax levies
to that end herein provided shall be in full force and effect, and
forever remain so until the indebtedness hereby incurred, principal
and interest, shall have been fully paid, satisfied and discharged,
except as hereinbefore provided, and any collection fees or charges
Page 17
made in connection with the payment of the Bonds and interest
thereon are to be paid by the City.
B. Arbitrage Covenant; Covenant to Maintain Tax Exemption.
(1) The Treasurer and other appropriate officials of the
City are each hereby authorized and directed to execute from time
to time such Tax Certificates as shall be necessary to establish
that the Bonds are not "arbitrage bonds" within the meaning of
Section 148 of the Code and the Regulations and to establish that
interest on the Bonds is not and will not become subject to
taxation under the Code and applicable regulations. The City
covenants and certifies to and for the benefit of the Registered
Owners that no use will be made of the proceeds of the issue and
sale of the Bonds, or any funds or accounts of the City which may
be deemed to be proceeds of the Bonds, pursuant to Section 148 of
the Code and the Regulations which use, if it had been reasonably
expected on the date of issuance of the Bonds, would have caused
the Bonds to be classified as "arbitrage bonds" within the meaning
of Section 148 of the Code. Pursuant to this covenant, the City
obligates itself to comply throughout the term of the Bonds with
the requirements of Section 148 of the Code and the regulations
proposed or promulgated thereunder.
(2) The City further covenants and certifies to and for
the benefit of the Registered Owners that the City (i) will not
take any action that would cause interest on the Bonds to be or to
become ineligible for the exclusion from gross income of the
Registered Owners as provided in Section 103 of the Code, (ii) will
not omit to take or cause to be taken, in timely manner, any
action, which omission would cause interest on the Bonds to be or
to become ineligible for the exclusion from gross income of the
Registered Owners as provided in Section 103 of the Code and (iii)
without limiting the generality of the foregoing, (a) will not take
any action which would cause the Bonds, or any Bond, to be a
private activity bond" within the meaning of Section 141 of the
Code or to fail to meet any applicable requirement of Section 149
of the Code and (b) will not omit to take or cause to be taken, in
timely manner, any action, which omission would cause the Bonds, or
any Bond, to be a "private activity bond" or to fail to meet any
applicable requirement of Section 149 of the Code. The Mayor,
Clerk, and Treasurer of the City and other appropriate officials of
the City are each hereby authorized and directed to execute from
time to time such Tax Certificates as shall be necessary to
establish that the Bonds are not and will not become "private
activity bonds," that all applicable requirements of Section 149 of
the Code are and will be met, and that the covenants of the City
contained in this Section 11 will be complied with.
(3) The City covenants and certifies to and for the
benefit of the Registered Owners that: (i) the City will at all
times comply with the provisions of any Tax Certificate and (ii) no
Page 18
bonds or other evidences of indebtedness of the City have been or
will be sold within a period beginning 31 days prior to the sale of
the Bonds and ending 31 days following the date of sale of the
Bonds and (iii) that no bonds or other evidences of indebtedness of
the City have been or will be issued or delivered within a period
beginning 31 days prior to the issuance and delivery of the Bonds
and ending 31 days following the date of delivery of and payment
for the Bonds.
(4) A Tax Certificate, in the form acceptable to Bond
Counsel, is hereby authorized and approved to be delivered in
connection with the initial delivery of the Bonds. The Mayor,
Clerk, or Treasurer are hereby authorized to execute such Tax
Certificate. Approval of said Tax Certificate by said Mayor,
Clerk, or Treasurer shall be conclusively established by the
execution of the Tax Certificate in its final form.
The City hereby covenants to adopt, make, execute, and enter
into (and to take such actions, if any, as may be necessary to
enable it to do so) any ordinance, resolution, or Tax Certificate
necessary to comply with any changes in Regulations in order to
preserve the exclusion of interest on the Bonds from gross income
of the Registered Owners thereof for purposes of the federal income
tax to the extent that it may lawfully do so. The City further
covenants to (a) impose such limitations on the investment or use
of moneys or investment related to the Bonds, (b) make such
payments to the United States Treasury, (c) maintain such records,
(d) perform such calculations and (e) perform such other acts as
may be necessary to preserve the exclusion of interest on the Bonds
from gross income of the Registered Owners thereof for purposes of
the federal income tax and which it may lawfully do.
The City hereby covenants that it will take all steps to
comply with the requirements of the Code to the extent necessary to
maintain the exclusion of interest on the Bonds from gross income
and alternative minimum taxable income (except to the extent of
certain adjustments applicable to corporations) under present
federal income tax laws.
Pursuant to these covenants, the City obligates itself to
comply throughout the term of the issue of the Bonds with the
requirements of Section 103 of the Code and the Regulations.
C. Bonds in Registered Form. The City recognizes that
Section 149(a) of the Code requires the Bonds and the accompanying
Supplemental Registered Interest Coupons to be issued and to remain
in fully registered form in order that interest thereon is exempt
from federal income taxation under laws in force at the time the
Bonds are delivered. In this connection, the City agrees that it
will not take any action to permit the Bonds or the Supplemental
Registered Interest Coupons to be issued in, or converted into,
bearer form.
Page 19
Section 12: SALE OF THE BONDS AND SUPPLEMENTAL REGISTERED
INTEREST COUPONS
The Bonds authorized to be issued herein are hereby sold to
the Underwriter at a net purchase price of $939,812.15, plus
accrued interest to the date of delivery, upon the terms and
conditions set forth in the Bond Purchase Agreement which is
annexed hereto as Exhibit "F." The Mayor is hereby authorized to
execute and deliver, and the Clerk to attest, the Bond Purchase
Agreement.
The final Official Statement of the City for the sale of the
Bonds, in substantially the form presented at this meeting, with
such changes, omissions, insertions, and revisions as the City
shall approve, is hereby authorized, and the Mayor shall sign such
final Official Statement and deliver such final Official Statement
to the Underwriter for distribution to prospective purchasers of
the Bonds and other interested persons, which signature shall
evidence such approval. The use of the Preliminary Official
Statement dated February 18, 1994, by the Underwriter and the
actions of the City, including the certification by the Mayor as to
the "deemed finality" of the Preliminary Official Statement
pursuant to SEC Rule 15c2-12 in connection with the offering of the
Bonds are hereby acknowledged, approved, and ratified.
The Mayor, Clerk, and Treasurer of the City are, and each of
them is, hereby authorized to do or perform all such acts as may be
necessary or advisable to comply with the Bond Purchase Agreement
and to carry the same into effect.
Section 13: FURTHER AUTHORITY
. The Mayor, Clerk, Treasurer, and other officers of the City
are, and each of them is, hereby authorized to do or perform all
such acts and to execute all such certificates, documents, and
other instruments as may be necessary or advisable to provide for
the issuance, sale, and delivery of the Bonds and the fulfillment
of the covenants and obligations of the City contained herein and
therein.
Section 14: MISCELLANEOUS
A. Ratification. A11 proceedings, resolutions, and actions
of the Council, the City, and their officers, agents, and employees
taken in connection with the authorization, sale, and issuance of
the Bonds are hereby in all respects ratified, confirmed, and
approved.
B. Severability. It is hereby declared that all parts of
this Bond Ordinance are severable, and if any section, paragraph,
clause, or provision of this Bond Ordinance shall, for any reason,
Page 20
be held to be invalid or unenforceable, the invalidity or
unenforceability of any such section, paragraph, clause, or
provision shall not affect the remaining sections, paragraphs,
clauses or provisions of this Bond Ordinance.
C. Conflict. All resolutions, orders, and regulations or
parts thereof heretofore adopted or passed which are in conflict
with any of the provisions of this Bond Ordinance are, to the
extent of such conflict, hereby repealed.
D. Captions. The table of contents and captions or headings
herein are for convenience of reference only and in no way define,
limit, or describe the scope or intent of any provisions or
sections of this Bond Ordinance.
E. Designation as "Qualified Tax -Exempt Obligations." The
City hereby designates the Bonds and the Supplemental Registered
Interest Coupons as "Qualified Tax -Exempt Obligations" for the
purposes and within the meaning of Section 265(b) (3) of the Code.
The City hereby certifies that the Bonds and the Supplemental
Registered Interest Coupons are the only bonds or similar
obligations of the City for which a designation as "Qualified Tax -
Exempt Obligations" has been made in calendar year 1994.
F. Effective Date. This Bond Ordinance shall take effect
immediately upon its passage, approved, and one (1) publication of
this Bond Ordinance, or a Summary thereof in compliance with
Section 50-901A, Idaho Code, substantially in the form annexed
hereto as Exhibit "G," in the official newspaper of the City.
DATED this 24th day of February, 1994.
CITY OF MCCALL
Valley County, Idaho
Mayor
ATTEST:
( S E A L )
Page 21
[Global Bond]
Number
R-
CUSIP:
Dollars
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
UNITED STATES OF AMERICA
STATE OF IDAHO
VALLEY COUNTY
CITY OF McCALL
GENERAL OBLIGATION REFUNDING BOND, SERIES 1994
THE CITY OF McCALL, Valley County, Idaho (the "City"), for
value received, promises to pay from the Bond Fund, created by
Ordinance No. 661 of the City adopted on February 24, 1994 (the
"Bond Ordinance"), to CEDE & CO. or registered assigns, on
August 1, , the principal sum of
DOLLARS
and to pay interest thereon from the aforesaid Bond Fund from
March 15, 1994, or the most recent date to which interest has been
paid or duly provided for, at the rate of percent
( t) per annum, payable on August 1, 1994, and semiannually on
each February 1 and August 1 thereafter, until the date of maturity
or prior redemption of this Bond. Interest shall be computed on
the basis of a 12-month, 360-day year.
Both principal of and interest on this Bond are payable in
lawful money of the United States of America to the registered
owner hereof whose name and address shall appear on the
registration books of the City maintained by the Corporate Trust
Page 1 - EXHIBIT "A"
Department of West One Bank, Idaho (the "Bond Registrar"), in
Boise, Idaho. Interest shall be paid to the registered owner whose
name appears on the Bond Register on the fifteenth day of the
calendar month next preceding the interest payment date, at the
address appearing on the Bond Register, and shall be paid by check
or draft of the Bond Registrar mailed to such registered owner on
the due date at the address appearing on the Bond Register, or at
such other address as may be furnished in writing by such
registered owner to the Bond Registrar. Principal shall be paid to
the registered owner upon presentation and surrender of this Bond
at the principal corporate trust office of the Bond Registrar, on
or after the date of maturity or prior redemption.
In addition to the interest to be paid to the Registered Owner
of this Bond, as hereinabove provided, this Bond and the Bonds of
this issue bear Supplemental Interest, as defined in the Bond
Ordinance, evidenced by registered supplemental interest coupons
which may be owned, transferred, and presented for payment
separately from the Bonds. The Registered Owner of this Bond,
together with his successors and assigns, by the acceptance of this
Bond consents to the payment of the Supplemental Interest to the
registered owner of the supplemental registered interest coupons.
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security or benefit under the Bond
Ordinance until the Certificate of Authentication hereon shall have
been manually signed by the Bond Registrar.
This Bond is one of a duly authorized issue of Bonds of like
date, tenor, and effect, except for variations required to state
numbers, denominations, rates of interest, and dates of maturity,
aggregating $890,000 in principal amount. The Bonds are issued
pursuant to and in full compliance with the Constitution and
statutes of the State of Idaho, particularly Chapter 10 of Title 50
and Chapters 2, 5, and 9 of Title 57, Idaho Code, and proceedings
duly adopted and authorized by the Mayor and Council of the City
acting for and on behalf of the City, more particularly the Bond
Ordinance, for the purpose of providing funds to refund and redeem
certain outstanding bonds of the City. The full faith and credit
of the City have been pledged for the punctual and full payment of
the principal of and interest on this Bond and the Bonds of this
issue. The Bonds are payable from ad valorem taxes levied and to
be levied upon all the taxable property within said City without
limitation as to rate or amount.
Bonds maturing on or before August 1, 2000, are not subject to
call or redemption prior to their stated dates of maturity. The
City has reserved the right to redeem any Bonds maturing on or
after August 1, 2001, on any interest payment date on or after
August 1, 2000, in whole or in part, at the discretion of the City
Page 2 - EXHIBIT "A"
(and by lot selected by the Bond Registrar within a maturity), upon
notice as hereinafter provided, at 100$ of the principal amount of
the Bonds to be so redeemed, plus accrued interest to the
redemption date.
So long as the Bonds are in book -entry -only form, notice of
redemption shall be given to the Depository Trust Company, New
York, N.Y., as required in the Representation Letter relating to
the Bonds not less than thirty.(30) days prior to the date fixed
for redemption. During any period when the Bonds are not in book -
entry -only form, notice of any intended redemption shall be given
by mailing of notice to the registered owner of any Bond being
called for redemption not less than thirty (30) nor more than sixty
(60) days prior to the redemption date by first class mail, postage
prepaid, at the address appearing on the Bond Register. The
requirements of the Bond Ordinance shall be deemed to be complied
with when notice is mailed as herein provided, regardless of
whether or not it is actually received by the owner of such Bond.
Interest on all of such Bonds so called for redemption shall cease
to accrue on the specified redemption date unless such Bond or
Bonds so called for redemption are not redeemed upon presentation
made pursuant to such call.
Portions of any Bond in a denomination in excess of $5,000 may
also be redeemed, and, in such case, upon the surrender of the
Bond, there shall be issued to the registered owner thereof,
without charge therefor, for the unredeemed balance of the
principal amount of the Bond, fully registered Bonds of any
authorized denominations (at the option of the registered owner).
In selecting portions of any Bond which is of a denomination of
more than $5,000 for redemption, the Bond Registrar will treat each
such Bond as representing that number of Bonds of $5,000
denomination which is obtained by dividing the principal amount of
such Bond by $5,000.
This Bond is transferable by the registered owner hereof in
person, or by his attorney duly authorized in writing, upon
presentation and surrender of this Bond at the principal corporate
trust office of the Bond Registrar. Upon such transfer, a new
Bond, of the same denomination, maturity, and interest rate, will
be issued to the transferee, in exchange therefor.
Reference is hereby made to the Bond Ordinance for the
covenants and declarations of the City and other terms and
conditions under which this Bond and the Bonds of this issue have
been issued. The covenants contained herein and in the Bond
Ordinance may be discharged by making provision, at any time, for
the payment of the principal of and interest on this Bond in the
manner provided in the Bond Ordinance.
Page 3 - EXHIBIT "A"
The City and the Bond Registrar may deem and treat the
registered owner hereof as the absolute owner hereof for the
purpose of receiving payments of principal hereof and interest due
hereon and for all other purposes, and neither the City nor the
Bond Registrar shall be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions,
and things required by the Constitution and statutes of the State
of Idaho to exist, to have happened, been done, and performed
precedent to and in the issuance of this Bond have happened, been
done, and performed, and that the issuance of this Bond and the
Bonds of this issue does not violate any Constitutional, statutory,
or other limitation upon the amount of bonded indebtedness that the
City may incur.
IN WITNESS WHEREOF, the City of McCall, Valley County, Idaho,
has caused this Bond to be executed by the manual signature of the
Mayor, countersigned by the manual signature of its Treasurer, and
attested by the manual signature of its Clerk, and the seal of the
City to be impressed hereon, as of this fifteenth day of March,
1994.
CITY OF McCALL
Valley County, Idaho
Mayor
COUNTERSIGNED:
City Treasurer
ATTEST:
City Clerk
[SEAL]
Page 4 - EXHIBIT "A"
CERTIFICATION OF AUTHENTICATION
Date of Authentication:
This Bond is one of the City of McCall General Obligation Refunding
Bonds, Series 1994, dated as of March 15, 1994, described in the
within -mentioned Bond Ordinance.
WEST ONE BANK, IDAHO
as Bond Registrar
By:
Authorized Signature
Page 5 - EXHIBIT "A"
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto:
Name of Transferee:
Address:
Tax Identification No.
the within Bond and hereby irrevocably constitutes and appoints
of
to transfer said Bond on the books kept for registration thereof
with full power of substitution in the premises.
Dated:
Registered Owner
NOTE: The signature on this
Assignment must correspond with the
name of the registered owner as it
appears upon the face of the within
Bond in every particular, without
alteration or enlargement or any
change whatever.
SIGNATURE GUARANTEED:
Bank, Trust Company or Member
Firm of the New York Stock
Exchange
Authorized Officer
Page 6 - EXHIBIT "A"
[FORM OF SUPPLEMENTAL INTEREST COUPON]
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
UNITED STATES OF AMERICA
STATE OF IDAHO
VALLEY COUNTY, IDAHO
CITY OF McCALL
GENERAL OBLIGATION REFUNDING BONDS, SERIES 1994
SUPPLEMENTAL REGISTERED INTEREST COUPON
Registered
Number RC-1
INTEREST INTEREST CUSIP:
AMOUNT PAYMENT
DUE: DATE: August 1, 1994
Registered Owner: CEDE & CO.
Supplemental Registered Interest Coupon Payable at Maturity Only.
On the Interest Payment Date (the "Interest Payment Date")
identified above, the City of McCall, Valley County, State of Idaho
(the "City"), will pay to the registered owner hereof, or
registered, assigns, upon presentation. and surrender hereof, the
amount identified above (the "Amount Due"), being partial interest
on its General Obligation Refunding Bonds, Series 1994 (the
"Bonds"). Such payments will be made to the registered owner of
this Supplemental Registered Interest Coupon at the principal
corporate trust office of West One Bank, Idaho, Boise, Idaho, or
its successor, as paying agent (the "Bond Registrar").
This Supplemental Registered Interest Coupon is transferable,
as provided in Ordinance No. 661 of the City adopted on
February 24, 1994 (the • "Bond Ordinance"), only upon the
Page 1 - EXHIBIT "B"
registration books of the City kept for that purpose at the
principal corporate trust office of the Bond Registrar, by the
registered owner hereof in person or by his attorney duly
authorized in writing, upon surrender hereof, together with a
written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or such duly authorized
attorney, and thereupon the City shall issue in the name of the
transferee a new Supplemental Registered Interest Coupon or Coupons
of authorized amount(s.) and of the same aggregate total amount,
designation, due date, and supplemental interest rate as the
surrendered Supplemental Registered Interest Coupon, all as
provided in said Bond Ordinance and upon payment of the charges
therein prescribed. No transfer of this Supplemental Registered
Interest Coupon shall be effective until entered on the
registration books kept by the Bond Registrar. The City and the
Bond Registrar may treat and consider the person in whose name this
Supplemental Registered Interest Coupon is registered on the
registration books kept by the Bond Registrar as the holder and
absolute owner hereof for the purpose of receiving payment of, or
on account of the Amount Due, and for all other purposes
whatsoever, and neither the City nor the Bond Registrar shall be
affected by any notice to the contrary.
This Supplemental Registered Interest Coupon shall not be
valid until the Certificate of Authentication hereon shall have
been manually signed by the Bond Registrar.
CITY OF McCALL
Valley County, Idaho
By
City Clerk
CERTIFICATE OF AUTHENTICATION
This is one of the Supplemental Registered Interest Coupons
relating to the General Obligation Refunding Bonds, Series 1994, of
the City of McCall, Valley County, State of Idaho.
WEST ONE BANK, IDAHO
as Bond Registrar
By
Authorized Officer
Date of registration and authentication:
Page 2 - EXHIBIT "B°
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto:
Name of Transferee:
Address:
Tax Identification No.
the within Coupon and hereby irrevocably constitutes and appoints
of
to transfer said Coupon on the books kept for registration thereof
with full power of substitution in the premises.
Dated:
Registered Owner
NOTE: The signature on this Assign-
ment must correspond with the name
of the registered owner as it
appears upon the face of the within
Coupon in every particular, without
alteration or enlargement or any
change whatever.
SIGNATURE GUARANTEED:
Bank, Trust Company or Member
Firm of the New York Stock
Exchange
Authorized Officer
Page.3 - EXHIBIT °B"
BOOK -ENTRY -ONLY NIUNI(:IPAL NOTES
Letter of Representations
CITY OF McCALL, Valley County, Idaho
[Name of Issuer]
West One Bank, Idaho
Attention: General Counsel's Office
The Depository Trust Company
55 Water Street; 49th Floor
New York, NY 10041-0099
Re -
[Name of Agent]'
February 24. 1994
(Dated
City of McCall, General Obligation Refunding Bonds
Series 1994, in the Principal Amount of $890,000
CUSIP No. 579355
(Issue Description)
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters relating to the
above -referenced issue (the 'Notes'). Agent will act as trustee, paying agent, fiscal agent, or other
agent of Issuer with respect to the Notes. The Notes will be issued pursuant to a trust indenture,
note resolution, or other such document authorizing the issuance of the Notes dated
February 24
, 1994 (the "Document") Seattle -Northwest Securities Corp.
runderwriter-)
is distributing the Notes through The Depository Trust Company ("DTC").
To induce DTC to accept the Notes as eligible for deposit at DTC, and to act in accordance
with its Rules with respect to the Notes, Issuer and Agent, if any, make the following
representations to DTC:
1. Prior to closing on the Notes on March 15 1994 , there shall be deposited with
DTC one Note certificate registered in the nacre of DTC•s nominee. Cede & Co.. for each stated
maturity of the Notes in the face amounts set forth on Schedule A hereto. the total of which
represents 100% of the principal amount of such Notes. If, however. the aggregate principal amount
of any maturity exceeds $150 million. one certificate will be issued with respect to each
$150 million of principal amount and an additional certificate will be issued with respect to any
remaining principal amount. Each Note certificate shall bear the following legend:
Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
2. In the event of any solicitation of consents from or voting by holders of the Notes, Issuer or
Agent shall establish a record date for such purposes (with no provision for revocation of consents or
votes by subsequent holders) and shall, to the extent possible, send notice of such record date to
DTC not less than 15 calendar days in advance of such record date.
3. The Notes are not subject to redemption prior to maturit:
4. All notices and payment advices sent to DTC shall contain the CUSIP number of the Notes.
5. Notices to DTC pursuant to Paragraph 2 by telecopv shall be sent to DTC's Reorganization
Department at (212) 709-6896 or (212) 709-6897, and receipt of such notices shall be
confirmed by telephoning (212) 709-6870. Notices to DTC pursuant to Paragraph 2 by mail or by
any other means shall be sent to:
Supervisor; Proxy
Reorganization Department
The Depository Trust Company
7 Hanover Square; 23rd Floor
New York, NY 10004-2695
6. Transactions in the Notes shall be eligible for same -day funds settlement in DTCs Same -Day
Funds Settlement ("SDFS") system.
A. Interest payments shall be received by Cede & Ca, as nominee of DTC, or its registered
assigns in same -day funds on each payment date (or the equivalent in accordance with
existing arrangements between Issuer or Agent and DTC). Such payments shall be made
payable to the order of Cede & Co.
B. Principal payments shall be made in same -day funds by. Agent in the manner set forth in
the SDFS Paying Agent Operating Procedures, a copy of which previously has been
furnished to Agent.
7. DTC may direct Issuer or Agent to use any other telephone number or address as the number
or address to which notices or payments of interest or principal may be sent.
8. In the event that Issuer determines that beneficial owners of Notes shall be able to obtain
certificated Notes. Issuer or Agent shall notify DTC of the availability. of Note certificates. In such
event, Issuer or Agent shall issue, transfer, and exchange Note certificates in appropriate amounts,
as required by DTC and others.
9. DTC may discontinue prodding its services as securities depository with respect to the Notes
at any time by giving reasonable notice to Issuer or Agent (at which time DTC will confirm with
Issuer or Agent the aggregate principal amount of Notes outstanding). Under such circumstances,
at DTC's request Issuer and Agent shall cooperate fully with DTC by taking appropriate action to
make available one or more separate certificates evidencing Notes to any DTC Participant having
Notes credited to its DTC accounts.
10. Nothing herein shall be deemed to require Agent to advance funds on behalf of Issuer.
Notes: Very truly yours,
A. If there is an Agent (as defined in this Letter of
Representations). Agent as wsdl as Issuer must sign this
Letter. If there is no Agent, in signing this Lerner barer itself
undertakes to perform all of the obligations set forth Mein.
B. Schedule B contains statements that DTC believes
accurately describe DTC. the method of effecting book- By
entn• transfers of securities disc ib red duough DTC and (Authorized Officers Signature)
certain related matters
CITY OF McCALL, Valley County, Idaho
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By:
(Authorized Officer)
CC Underwriter
Underwriter's Counsel
(Issuer)
West One Bank, Idaho
(Agent)
By -
(Authorized Officer's Signature)
-3-
SCHEDULE A
(Describe Issue)
City of McCall, Valley County, Idaho, General Obligation Refunding
Bonds, Series 1994, in the Principal Amount of $890,000
CUSIP Principal Amount Maturity Date Interest Rate
579355AS7 75,000 August 1, 1995 3.25 $
579355A'T5 75,000 August 1, 1996 3.50
579355AU2 80,000 August 1, 1997 3.75
579355AV0 85,000 August 1, 1998 4.00
579355AW8 85,000 August 1, 1999 4.10
579355AX6 90,000 August 1, 2000 4.25
579355AY4 95,000 August 1, 2001 4.40
579355AZ1 95,000 August 1, 2002 4.60
579355BA5 105,000 August 1, 2003 4.75
579355BB3 105,000 August 1, 2004 4.90
SCHEDULE B
SAMPLE OFFICIAL STATEMENT LANGUAGE
DESCRIBING BOOK -ENTRY -ONLY ISSUANCE
(Prepared by DTC--bracketed material may be applicable only to certain issues)
1. The Depository Trust Cornpany ('DTC', New York, NY, will act as securities depository for the securities (the
'Securities'. The Securities will be issued as fully -registered securities registered in the name of Cede 8 Co. (DTC's
partnership nominee). One fully -registered Security certificate will be issued for (each issue of( the Securities, (each] in
the aggregate principal amount of such issue, and will be deposited with DTC. [If, however, the aggregate pnncipal
amount of [arty] issue exceeds $150 million, one certificate will be issued with respect to each $150 million of principal
amount and an additional certificate will be issued with respect to any remaining principal amount of such issue.]
2. OTC is a imited-purpose trust company organized under the New York Banking Law, a 'banking organization'
within the meaning of the New York Banking Law, a member of the Federal Reserve System, a 'clearing corporation'
within the meaning of the New York Uniform Commercial Code, and a 'clearing agency' registered purees to the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants
('Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic computerized book -entry changes in
Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks, and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either directly or indirectly (-Indirect Participants"). The Rules
applicable to DTC and its Participants are on file with the Securities and Exchange Commission.
3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will
receive a credit for the Securities on DTC's records. The ownership interest of each actual purchaser of each Security
('beneficial Owner") is in tum to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will
not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written
confirmations providing details of the transaction. as well as periodic statements of their holdings, from the Direct or
Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests
in the Securities are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial
Owners. Beneficial Owners writ not receive certificates representing their ownership interests In Securities, except in
the event that use of the book -entry system for the Securities is d'sconVxued.
4. To faaTitate subsequent trabfa b, art Securities deposited by ParUap nts with DTC are registered in the name of
DTCb partnership nominee, Cede & Co. The deposit of Securities with DTC and their registration in the name of Cede
b Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Bona:lei Owners of the
Securities: DTC's records reflect only the identity of the Direct Participants to wtiose accounts such Secrities are
credited. which may or may not be the Beneficial Owners. The Participants unfi remain responsible for keeping.
account of their holdings on behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners nit be governed by
arrangements among them. subiect to any statutory or regulatory requirements as may be in effect from time to time.
[6. Redemption notices shall be sent to Cede & Co. If less than all of the Securities within an issue are being
redeemed. DTCs practice is to determine by lot the amount of the interest of each Direct Participant in such issue to
be redeemed.]
7. Neither DTC nor Cede 8 Co. will consent or vote with respect to Securities. Under its usual procedures. DTC
mails an Omnibus Proxy to the Issuer as soon as passible after the record date. The Omnibus Proxy assigns Cede 8
Co_'s consenting or voting nghts to those Direct Participants to whose accounts the Securities are credited on the
record date (identified in a listing attached to the Omnibus Proxy).
8 Principal and interest payments on the Secunties will be made to OTC. DTC's practice is to milt Direct
Participants' accounts on payable date in accordance with their respective holdings shown on OTC's records unless
DTC has reason to believe that rt will not receive payment on payable date. Payments by Participants to Benefiaal
Owners will be governed by standing instructions and customary practices, as is the case with secuities held for the
accounts of customers in bearer form or registered in 'street name.' and will be the responsibility of such Participant
and not of OTC. the Agent, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment of principal and interest to DTC is the responsibility of the Issuer or the Agent, disbursement of
such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners shall be the responsibility of Direct and Indirect Participants.
19. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its
Participant, to the Fender/Remarketing] Agent, and shall effect detiry of such Securities by causing the Direct
Participant to transfer the Participant's interest in the Securities, on DTC's records, to the render/Remarketing] Agent.
The requirement for physical delivery of Securities in connection with a demand for purchase or a mandatory
purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on
DTC's records.)
10. DTC may discontinue providing its services as securities depository with respect to the Securities at any time
by giving reasonable notice to the Issuer or the Agent. Under such circumstances, in the event that a successor
securities depository is not obtained. Security certificates are required to be printed and delivered.
11. The Issuer may decide to discontinue use of the system of book -entry transfers through DTC (or a successor
securities depository). In that event. Security certificates will be printed and delivered.
12. The information in this section concerning OTC and DTC's book -entry system has been obtained from sources.
that the Issuer believes to be reliable, but the Issuer takes no responsibiarty for the accuracy thereof.
[Form of Certificated Bond]
UNITED STATES OF AMERICA
STATE OF IDAHO
VALLEY COUNTY, IDAHO
CITY OF McCALL
GENERAL OBLIGATION REFUNDING BOND, SERIES 1994
Number
R-
See Reverse Side for
Additional Provisions
Dollars
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP:
March 15, 1994
Registered Owner:
Principal Amount: DOLLARS
THE CITY OF McCALL, Valley County, Idaho (the "City"), for
value received, promises to pay from the Bond Fund, created by
Ordinance No. 661 of the City adopted on February 24, 1994 (the
"Bond Ordinance"), to the registered owner identified above, or
registered assigns, on the maturity date specified above, the
principal sum indicated above, and to pay interest thereon from the
aforesaid Bond Fund from March 15, 1994, or the most recent date to
which interest has been paid or duly provided for, at the rate per
annum specified above, payable on August 1, 1994, and semiannually
on each February 1 and August 1 thereafter, until the date of
maturity or prior redemption of this Bond.
Both principal of and interest on this Bond are payable in
lawful money of the United States of America to the registered
owner hereof whose -name and address shall appear on the
registration books of the City maintained by the Corporate Trust
Department of West One Bank, Idaho (the "Bond Registrar"), in
Boise, Idaho. Interest shall be paid to the registered owner whose
Page 1 - EXHIBIT "D"
name appears on the Bond Register on the fifteenth day of the
calendar month next preceding the interest payment date, at the
address appearing on the Bond Register, and shall be paid by check
or draft of the Bond Registrar mailed to such registered owner on
the due date at the address appearing on the Bond Register, or at
such other address as.may be furnished in writing by such
registered owner to the Bond Registrar. Principal shall be paid to
the registered owner upon presentation and surrender of this Bond
at the principal corporate trust office of the Bond Registrar, on
or after the date of maturity or prior redemption.
Reference is hereby made to additional provisions of this Bond
set forth on the reverse side hereof, and such additional
provisions shall for all purposes have the same effect as if set
forth in this space.
In addition .to the interest to be paid to the Registered Owner
of this Bond, as hereinabove provided, this Bond and the Bonds of
this issue bear Supplemental Interest, as defined in the Bond
Ordinance, evidenced by registered supplemental interest coupons
which may be owned, transferred, and presented for payment
separately from the Bonds. The Registered Owner of this Bond,
together with his successors and assigns, by the acceptance of this
Bond consents to the payment of the Supplemental Interest to the
registered owner of the supplemental registered interest coupons.
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security or benefit under the Bond
Ordinance until the Certificate of Authentication hereon shall have
been manually signed by the Bond Registrar.
IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions,
and things required by the Constitution and statutes of the State
of Idaho to exist, to have happened, been done, and performed
precedent to and in the issuance of this Bond have happened, been
done, and performed, and that the issuance of this Bond and the
Bonds of this issue does not violate any Constitutional, statutory,
or other limitation upon the amount of bonded indebtedness that the
City may incur.
IN WITNESS WHEREOF, the City of McCall, Valley County, Idaho,
has caused this Bond to be executed by the facsimile signature of
the Mayor, countersigned by the facsimile signature of its
Treasurer, and attested by the facsimile signature of its Clerk,
and a facsimile of the seal of the City to be imprinted hereon, as
of this fifteenth day of March, 1994.
Page 2 - EXHIBIT °D"
ATTEST:
[facsimile signature]
City Clerk
[FACSIMILE SEAL]
CITY OF McCALL
Valley County, Idaho
[facsimile signature]
Mayor
COUNTERSIGNED:
[facsimile signature]
City Treasurer
CERTIFICATION OF AUTHENTICATION
Date of Authentication:
This Bond is one of the City of McCall General Obligation Refunding
Bonds, Series 1994, dated as of March 15, 1994, described in the
within -mentioned Bond Ordinance.
WEST ONE BANK, IDAHO
as Bond Registrar
By:
Authorized Signature
[Reverse Side of Bond]
ADDITIONAL BOND PROVISIONS
This Bond is one of a duly authorized issue of Bonds of like
date, tenor, and effect, except for variations required to state
Page 3 - EXHIBIT "D"
numbers, denominations, rates of interest, and dates of maturity,
aggregating $890,000 in principal amount. The Bonds are issued
pursuant to and in full compliance with the Constitution and
statutes of the State of Idaho, particularly Chapter 10 of Title 50
and Chapters 2, 5, and 9 of Title 57, Idaho Code, and proceedings
duly adopted and authorized by the Mayor and Council of the City
acting for and on behalf of the City, more particularly the Bond
Ordinance, for the purpose of providing funds to refund and redeem
certain outstanding bonds of the City. The full faith and credit
of the City have been pledged for the punctual and full payment of
the principal of and interest on this Bond and the Bonds of this
issue. The Bonds are payable from ad valorem taxes levied and to
be levied upon all the taxable property within said City without
limitation as to rate or amount.
It is hereby certified by the City that the whole indebtedness
of said City, including this issue of Bonds, does not exceed any
limitation of indebtedness fixed by the Constitution or statutes of
the State of Idaho, and that all things necessary to the validity
of this issue of Bonds have existed, and do exist, and that all
things requisite to such validity have been accomplished and have
been done and fulfilled prior to and in the issuance of this Bond.
Bonds maturing on or before August 1, 2000, are not subject to
call or redemption prior to their stated dates of maturity. The
City has reserved the right to redeem any Bonds maturing on or
after August 1, 2001, on any interest payment date on or after
August 1, 2000, in whole or in part, at the discretion of the City
(and by lot selected by the Bond Registrar within a maturity), upon
notice as hereinafter provided, at 100t of the principal amount of
the Bonds to be so redeemed, plus accrued interest to the
redemption date.
Portions of any Bond of a denomination of more than $5,000 may
be redeemed. The portion of any Bond of a denomination of more
than $5,000 to be redeemed shall be in the principal amount of
$5,000 or any integral multiple of $5,000, and in selecting
portions of such Bonds for redemption the Bond Registrar will treat
each such Bond as representing that number of Bonds of $5,000
denomination which is obtained by dividing the principal amount of
such Bond by $5,000.
Notice of any intended redemption shall be given by mailing of
notice to the registered owner of any Bond being called for.
redemption not less than thirty nor more than sixty days prior to
the redemption date by first class mail, postage prepaid, at the
address appearing on the Bond Register. The requirements of the
Bond Ordinance shall be deemed to be complied with when notice is
mailed as herein provided, regardless of whether or not it is
actually received by the owner of such Bond. Interest on all of
Page 4 - EXHIBIT "D"
such Bonds so called for redemption shall cease to accrue on the
specified redemption date unless such Bond or Bonds so called for
redemption are not redeemed upon presentation made pursuant to such
call.
The Bonds are issued in fully registered form in the
denomination of $5,000 each, or integral multiples thereof not
exceeding the total amount of Bonds maturing in a single maturity,
provided that no Bond shall represent more than one maturity. This
Bond is transferable by the registered owner hereof in person, or
by his attorney duly authorized in writing, upon presentation and
surrender of this Bond at the principal corporate trust office of
the Bond Registrar. Upon such transfer, a new Bond, of the same
denomination, maturity, and interest rate, will be issued to the
transferee, in exchange therefor.
Reference is hereby made to the Bond Ordinance for the
covenants and declarations of the City and other terms and
conditions under which this Bond and the Bonds of this issue have
been issued. The covenants contained herein and in the Bond
Ordinance may be discharged by making provision, at any time, for
the payment of the principal of and interest on this Bond in the
manner provided in the Bond Ordinance.
The City and the Bond Registrar may deem and treat the
registered owner hereof as the absolute owner hereof for the
purpose of receiving payments of principal hereof and interest due
hereon and for all other purposes, and neither the City nor the
Bond Registrar shall be affected by any notice to the contrary.
LEGAL OPINION
It is hereby certified that the following is a true and
complete copy of the legal opinion of Moore & McFadden, Chartered,
of Boise, Idaho, which opinion was dated the date of delivery of
and payment for the Bonds described therein, an original of which
was delivered to me on said date, and is a part of the permanent
records of the City of McCall, Valley County, Idaho.
CITY OF McCALL
Valley County, Idaho
[facsimile signature]
City Clerk
[ INSERT LEGAL OPINION OF MOORE & McFADDEN, CHARTERED ]
Page 5 - EXHIBIT °D°
JT TEN -- as joint tenants
with right of
survivorship and
not as tenants
in common
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 UNIF TRFS MIN ACT
in common (Gust) (Minor)
TEN ENT -- as tenants under Uniform Transfer to Minors
by the entireties Act
(State)
Additional abbreviations may also be used although not in the
above list.
Page 6 - EXHIBIT "D"
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto:
Name of Transferee:
Address:
Tax Identification No.
the within Bond and hereby irrevocably constitutes and appoints
of
to transfer said Bond on the books kept for registration thereof
with full power of substitution in the premises.
Dated:
Registered Owner
NOTE: The signature on this Assign-
ment must correspond with the name
of the registered owner as it
appears upon the face of the within
Bond in every particular, without
alteration or enlargement or any
change whatever.
SIGNATURE GUARANTEED:
Bank, Trust Company or Member
Firm of the New York Stock
Exchange
Authorized Officer
Page 7 - EXHIBIT "D"
ESCROW AGREEMENT
THIS ESCROW AGREEMENT executed as of the 15th day of March,
1994, by and between the City of McCall, Valley County, Idaho (the
"City"), and West One Bank, Idaho, a banking corporation organized
and existing under the laws of Idaho, and having its principal
office and place of business in Boise, Idaho (hereinafter sometimes
referred to as the "Escrow Agent").
WITNESSETH:
ARTICLE I
Definitions
Section 1.1. The following words and terms used in this
Agreement shall have the following meanings unless the context or
use clearly indicates another or different meaning:
"Agreement" means this Agreement between the City and the
Escrow Agent.
"Bonds" means the $890,000 General Obligation Refunding Bonds,
Series 1994, authorized to be issued by the Bond Ordinance.
"Bond Ordinance" means Ordinance No. 661 of the City adopted
on February 24, 1994, authorizing, among other things, issuance of
the Bonds for the purpose of refunding the Refunded Bonds and
authorizing this Agreement.
"City" means the City of McCall, Valley County, Idaho.
"Clerk" means the clerk of the City.
"Code" means the Internal Revenue Code of 1986, as hereinafter
amended or supplemented.
"Escrow Account" means the irrevocable trust account
established under the Agreement by the deposit of the Government
Securities.
"Escrow Agent" means West One Bank, Idaho, or its successor.
"Escrow Securities" means the securities deposited hereunder
and shall be limited to (i) cash, and (ii) non -callable direct
obligations of or direct, noncallable, nonprepayable obligations,
the full and timely payment of principal and interest of which is
guaranteed by the United States of America, excluding money market
Page 1 - EXHIBIT "E"
accounts and unit investment trusts which invest in government
securities.
"Initial Escrow Securities" means the Escrow
selected by the City for the initial deposit into
Securities
the Escrow
Account, as more particularly described on Exhibit A hereto.
"Mayor" means the mayor of the City.
"Refunded Bonds" means the City's outstanding General
Obligation Bonds, Series 1990, dated as of February 1, 1990, and
issued in the initial aggregate principal amount of $1,100,000
pursuant to the Refunded Bonds Ordinance, the principal amount of
$890,000 of which remains outstanding. The Refunded Bonds consist
of the following bonds authorized to be refunded in the Bond
Ordinance and maturing on August 1 of each year as follows:
Maturity Date
August 1, 1994
August 1, 1995
August 1, 1996
August 1, 1997
August 1, 1998
August 1, 1999
August 1, 2000
August 1, 2001
August 1, 2002
August 1, 2003
August 1, 2004
Principal Amount Interest Rate
$ 55,000
60,000
65,000
70,000
75,000
80,000
85,000
90,000
95,000
105,000
110,000
6.10 t
6.15
6.20
6.25
6.30
6.35
6.40
6.45
6.50
6.55
6.60
"Refunded Bonds Ordinance" means, collectively, Ordinance No.
553, adopted on July 14, 1989, as amended by Ordinance No. 560,
adopted on November 30, 1989, . providing for the issuance of the
Refunded Bonds.
"Substituted Escrow Securities" means any Escrow Securities
that have been acquired by the Escrow Agent and substituted for
Escrow Securities on deposit hereunder in accordance with this
Agreement.
"Underwriter" means Seattle -Northwest Securities Corporation.
ARTICLE II
Recitals
Section 2.1. This Agreement is entered into pursuant to
authority contained in Section 57-504, Idaho Code, and is executed
by the Mayor and Clerk of the City pursuant to authority contained
in the Bond Ordinance.
Page 2 - EXHIBIT "E"
Section 2.2. On February 24, 1994, the City adopted the Bond
Ordinance authorizing, among other things, the issuance of the
Bonds for the purpose of refunding the Refunded Bonds. A certified
copy of the Bond Ordinance has been heretofore delivered to the
Escrow Agent by the City. The Bonds have been sold and it is
contemplated that they will be delivered to the Underwriter on or
about March 15, 1994.
Section 2.3. The Refunded Bonds are payable at the principal
corporate trust office of West One Bank, Idaho, in Boise, Idaho.
ARTICLE III
Creation of Escrow
Section 3.1. The City by the Bond Ordinance has authorized
the issuance and delivery of the Bonds, $923,350 of the proceeds of
which are to be used to refund the Refunded Bonds by the deposit
with the Escrow Agent of moneys sufficient to provide a beginning
deposit and to purchase on behalf of the City the Initial Escrow
Securities, as more particularly set forth in Exhibit A attached
hereto. Such beginning deposit and the Initial Escrow Securities
will provide all moneys necessary to pay the principal of and
interest and premiums, if any, on the Refunded Bonds when due
pursuant to stated maturity or call for redemption.
Section 3.2. The City will deposit $ -0- from the bond
fund established and maintained pursuant to the Refunded Bonds
Ordinance and the City will deposit $923,350 from the proceeds of
the sale of the Bonds, which deposits shall be used for the
purchase of the Initial Escrow Securities and the funding of a
beginning deposit, as more particularly set forth in Exhibit A
attached hereto. The beginning deposit and the Initial Escrow
Securities are to be held in the Escrow Account for the City for
the benefit of the holders of the Refunded Bonds to pay the
principal of and interest on the Refunded Bonds as the same mature
and fall due on each principal and interest maturity date or
redemption date.
Section 3.3. Substituted Escrow Securities may be substituted
for any Initial Escrow Securities if such Initial Escrow Securities
are unavailable for purchase at the time of issuance of the Bonds
or if such substitution is required or permitted by then existing
federal income tax laws, subject in any case to the furnishing of
the certificate and the opinion described in Section 6.1 hereof so
as not to increase the price which the City pays for the initial
acquisition of Escrow Securities for the Escrow Account. In lieu
of, or in addition to, substituting Substituted Escrow Securities
pursuant to the preceding sentence, moneys in an amount equal to
the principal of and interest on all or any portion of such Initial
Escrow Securities may be credited to the Escrow Account. Any such
cash shall be deemed to be part of the beginning cash. Any Escrow
Securities temporarily substituted may be withdrawn from the Escrow
Page 3 - EXHIBIT °E°
Securities temporarily substituted may be withdrawn from the Escrow
Account when the Initial Escrow Securities are purchased and
credited to the Escrow Account. Any moneys temporarily substituted
for Initial Escrow Securities shall be repaid to the person
advancing such moneys when such Initial Escrow Securities are
purchased and credited to the Escrow Account. Similarly, any
temporary advancement of moneys to the Escrow Fund because of a
failure to receive promptly the principal of and interest on any
Escrow Securities at their respective fixed maturity dates, or
otherwise, may be repaid to the person advancing such moneys upon
the receipt by the Escrow Agent of such principal and interest
payments on such Escrow Securities. Nothing herein shall be
construed to require the advancement of moneys by the Escrow Agent.
ARTICLE IV
Covenants of Escrow Agent
Section 4.1. The Escrow Agent covenants and agrees with the
City as follows:
(1) The Escrow Agent will hold the Escrow Securities and all
interest income or profit derived therefrom and all uninvested
deposits in an irrevocable segregated and separate trust fund
account for the sole and exclusive benefit of the City for the
purposes for which escrowed; provided that such account shall only
be held and used for the purpose of providing for the payment of
the principal and interest and premium, if any, on the Refunded
Bonds, and not for the benefit of the general creditors of, or for
any other purpose of, the City.
(2) The Escrow Agent will hold all available uninvested
balances derived from the Escrow Securities in the Escrow Account
and will reinvest all such balances (rounded down to an even $100)
on deposit from time to time whenever said balances exceed $1000,
but only (i) in obligations issued directly by the Bureau of Public
Debt of the United States Treasury (currently designated "United
States Treasury Certificates of Indebtedness, Notes, and Bonds of
the State and Local Government Series," referred to herein as
"SLGS"), or (ii) in any other security that is included within the
definition of "Escrow Securities;" provided, however, that the
yield on any security in which such reinvestment is made shall not
result in the yield on the Escrow Securities exceeding the yield on
the Bonds, which yield is % per annum and such Escrow
Securities shall be SLGS or shall be purchased at the market price
for which there is an established market.
(3) The Escrow Agent will take no action in the investment or
securing of the proceeds of the Escrow Securities which would cause
the Bonds to be classified as "arbitrage bonds" under Section
103 (b) (2) or Section 148 of the Code and all lawful regulations
Page 4 - EXHIBIT "E"
promulgated thereunder; provided, it shall be under no duty
affirmatively to inquire whether the Escrow Securities as deposited
are properly invested under said sections; and, provided further,
it may rely on all specific directions in this Agreement in the
investment or reinvestment of balances held hereunder.
(4) The Escrow Agent will promptly collect all principal,
interest, or profit from the Escrow Securities and promptly apply
the same as necessary to the payment of principal of and interest
and premium on the Refunded Bonds as the same come due pursuant to
stated maturity or call for redemption.
(5) The Escrow Agent will remit to the paying agent for the
Refunded Bonds, in good funds on or prior to each principal
maturity and interest payment date or redemption date of the
Refunded Bonds or, if the day is not a business day, on the next
succeeding business day, moneys sufficient to pay such principal,
interest, and premium, if any, as will meet the requirements for
the retirement of the Refunded Bonds, and such remittances shall
fully release and discharge the Escrow Agent from any further duty
or obligation thereto under this Agreement.
(6) No fees of the Escrow Agent, any paying agent on the
Refunded Bonds, or the paying agent on the Bonds, or any other
charges, may be paid from the money or Escrow Securities in the
Escrow Account prior to retirement of the Refunded Bonds, and the
City agrees that it will pay all such fees as such payments become
due. All fees and costs of the Escrow Agent for and in carrying
out the provisions of this Agreement, including mailings of
notices, will be paid by the City as the expense is incurred.
(7) The Escrow Agent shall, as Bond Registrar for the
Refunded Bonds, cause to be mailed notices of redemption, as
provided in the Refunded Bonds Ordinance of the Refunded Bonds to
be redeemed on August 1, 1995, and acknowledges receipt of the copy
of the notice of redemption.
Notice of redemption shall be given by the Escrow Agent by
sending by registered mail, postage prepaid, not less than thirty
(30) or more than forty-five (45) days prior to the redemption
date, a notice of redemption to the owners of the Refunded Bonds so
called for redemption at the address of each such owner as it
appears on the bond registration books of the Escrow Agent, as Bond
Registrar, or at such address as the owner may have filed with the
Escrow Agent, as Bond Registrar. The notice of redemption shall be
in substantially the following form:
Page 5 - EXHIBIT °E°
NOTICE OF REDEMPTION
CITY OF McCALL
VALLEY COUNTY, IDAHO
Notice is hereby given, pursuant to Section 8 of Ordinance No.
553, adopted on July 14, 1989, as amended by Ordinance No. 560,
adopted on November 30, 1989, that the City of McCall, Valley
County, Idaho (the "City"), has called and does hereby call for
redemption on August 1, 1995, (the "Date Fixed for Redemption"),
$775,000 Bonds, Series 1990, dated as of February 1, 1990, maturing
on August 1 of the years 1996 through 2004, CUSIP Numbers
at the principal corporate trust office of West One Bank, Idaho, in
Boise, Idaho (the "Bond Registrar"), at a redemption price of 100%
for such bonds, expressed as a percentage of the principal amount
of each bond so redeemed, plus accrued interest to the Date Fixed
for Redemption.
The principal amount of each bond hereby called for
redemption, together with applicable premium thereon, shall be paid
on and after the Date Fixed for Redemption upon surrender of such
bond at either of the following addresses:
By Hand:
West One Bank, Idaho
Corporate Trust Dept., Rm.
101 S. Capitol Boulevard
Boise, ID 83702
By Mail.
West One Bank, Idaho
315 Corporate Trust Dept.
P.O. Box 7928
Boise, ID 83707
Interest due on August 1, 1995, on each bond so called for
redemption shall be paid by check or draft of such Bond Registrar
for the bonds mailed to the registered owner of the bond at the
address appearing on the bond register of the City maintained by
the Bond Registrar on the Record Date.
Notice is further given that funds necessary to pay the
redemption price for each such bond, arising from the investment of
the proceeds of sale of certain refunding bonds, will be available
at the place of payment on the Date Fixed for Redemption and
interest on such bonds shall cease to accrue from and after the
Date Fixed for Redemption and that on said date there will become
due and payable on each of said bonds the principal of, interest
accrued thereon to the Date Fixed for Redemption and premiums, if
any.
No representation is made as to the correctness of the
CUSIP Number either as printed on said bonds or as
contained in this Notice of Redemption.
Page 6 - EXHIBIT "E"
Notice is further given that the
Bond Registrar shall not be required
any such bonds called for redemption,
The distinctive numbers of such
are as follows:
Record Date after which the
to register the transfer of
is July 15, 1995.
bonds called for redemption
Under the provisions of the Interest Dividend Tax Compliance
Act of 1983, paying agents making payments of principal on
municipal securities, may be obligated to withhold a 20t tax from
remittances to individuals who have failed to furnish the paying
agents with a valid Taxpayer Identification Number. Holders of the
above -described bonds who wish to avoid the imposition of this tax
should submit certified Taxpayer Identification Numbers when
presenting such bonds for collection.
Given by order of the City of McCall, Valley County, Idaho,
this day of , 1995.
WEST ONE BANK, IDAHO
Bond Registrar
By
Its
(8) The Escrow Agent has all the powers and duties herein set
forth with no liability in connection with any act or omission to
act hereunder, except for its own negligence or willful breach of
trust, and shall be under no obligation to institute any suit or
action or other proceeding under this Agreement or to enter any
appearance in any suit, action, or proceeding in which it may be
defendant or to take any steps in the enforcement of its, or any,
rights and powers hereunder, or shall be deemed to have failed to
take any such action unless and until it shall have been
indemnified by the City to its satisfaction against any and all
costs and expenses, outlays, counsel fees, and other disbursements,
including its own reasonable fees, and if any judgment, decree, or
recovery be obtained by the Escrow Agent, payment of all sums due
it as aforesaid shall be a first charge against the amount of any
such judgment, decree, or recovery.
(9) The Escrow Agent will submit to the City a statement
within ten (10) days after October 1 of each calendar year,
commencing October 1994, itemizing all moneys received by it and
all payments made by it under the provisions of this Agreement
during the preceding 12-month period, and also listing the Escrow
Page 7 - EXHIBIT °E°
Securities on deposit therewith on the date of said report,
including all moneys held by it received as interest on or profit
from the collection of the Escrow Securities.
(10) If at any time it shall appear to the Escrow Agent that
the available proceeds of the Escrow Securities and deposits on
demand in the Escrow Account will not be sufficient to make any
payment due to the holders of any of the Refunded Bonds, the Escrow
Agent shall notify the City not less than five (5) days prior to
such date, and the City agrees that it will from any funds legally
available for such purpose make up the anticipated deficit so that
no default in the making of any such payment will occur.
ARTICLE V
Covenants of the City
Section 5.1. The City covenants and agrees with the Escrow
Agent as follows:
(1) The Escrow Agent shall have no responsibility or
liability whatsoever for (a) any of the recitals of the City
herein, (b) the performance of or compliance with any covenant,
condition, term, or provision of the Bond Ordinance, and (c) any
undertaking or statement of the City hereunder or under the Bond
Ordinance.
(2) Except as herein otherwise expressly provided, all
payments to be made by, and all acts and things required to be done
by, the Escrow Agent under the terms and provisions of this
Agreement, shall be made and done by the Escrow Agent without any
further direction or authority of the City.
ARTICLE VI
Amendments Reinvestment of Funds,
Irrevocability of Agreement
Section 6.1. This Agreement may be amended or supplemented,
the Escrow Securities or any portion thereof or proceeds thereof
substituted with Substituted Escrow Securities, sold, redeemed,
invested or reinvested, or proceeds thereof disbursed, in any
manner (any such amendment, supplement, or direction to sell,
redeem, invest, or disburse to be referred to as a "Subsequent
Action"), upon submission to the Escrow Agent of each of the
following:
(1) Certified copy of proceedings of the Mayor and Council of
the City authorizing the Subsequent Action and copy of the document
effecting the Subsequent Action signed by duly designated officers
of the City.
Page 8 - EXHIBIT "E"
(2) An opinion of nationally recognized bond counsel or tax
counsel nationally recognized as having an expertise in the area of
tax-exempt municipal bonds to the effect that (A) the Subsequent
Action will not (i) cause the interest on the Bonds or Refunded
Bonds to become taxable under the laws of the United States of
America providing for taxation of income, or (ii) violate the
covenants of the City not to cause the Bonds or Refunded Bonds to
become "arbitrage bonds" under Section 103(b)(2) or Section 148 of
the Code, or any successor provision applicable thereto, and (B)
the Subsequent Action does not adversely affect the legal rights of
the holders of the Bonds or the Refunded Bonds.
(3) An opinion of a firm of nationally recognized independent
certified public accountants to the effect that the amounts (which
will consist of cash or deposit on demand held in trust or receipts
from direct fully faith and credit obligations of the United States
of America, all of which shall be held hereunder) available or to
be available for payment of the Refunded Bonds will remain
sufficient to pay when due all principal of and interest and
premium, if any, on the Refunded Bonds after the taking of the
Subsequent Action.
Section 6.2. Except as provided in Section 6.1 hereof, all of
the rights, powers, duties, and obligations of the Escrow Agent
hereunder shall be irrevocable and shall not be subject to
amendment by the Escrow Agent and shall be binding on any successor
to the Escrow Agent during the term of this Agreement.
Section 6.3. Except as provided in Section 6.1 hereof, all of
the rights, powers, duties, and obligations of the Mayor and
Council of the City hereunder shall be irrevocable and shall not be
subject to amendment by the Mayor and Council of the City and shall
be binding on any successor to the officials now comprising the
Mayor and Council of the City during the term of this Agreement.
Section 6.4. Except as provided in Section 6.1 hereof, all of
the rights, powers, duties, and obligations of the City hereunder
shall be irrevocable and shall not be subject to amendment by the
City and shall be binding on any successor to the officials now
comprising the City during the term of this Agreement.
ARTICLE VII
Notices to the City and the Escrow Agent
Section 7.1. All notices and communications to the City shall
be addressed in writing to: City of McCall, 216 Park Street, P.O.
Box 1065, McCall, Idaho 83638, Attention: City Clerk, or such
other address as may be directed by the City from time to time by
written instruction.
Page 9 - EXHIBIT "E"
Section 7.2. All notices and communications to the Escrow
Agent shall be addressed in writing to: West One Bank, Idaho, 101
S. Capitol Boulevard, Boise, Idaho 83702, Attention: Corporate
Trust Department, or such other address as may be directed by the
Escrow Agent from time to time by written instruction.
ARTICLE VIII
Termination of Agreement
Section 8.1. Upon final disbursement of funds sufficient to
pay principal, interest, and premiums, if any, of the Refunded
Bonds as hereinabove provided for, the Escrow Agent will transfer
any balance remaining in the Escrow Account to the City and
thereupon this Agreement shall terminate.
ARTICLE IX
Governing Law
Section 9.1. The rights, of all parties to, and beneficiaries
of, this Escrow Agreement shall be governed by the laws of the
State of Idaho. Idaho law shall govern the rights, if any, of the
holders of the Bonds as creditors of the City with respect to the
moneys and Investment Securities on deposit in the Escrow Account.
ARTICLE X
Severability
Section 10.1. If any one or more of the covenants or
agreements, or portions thereof provided in this Agreement on the
part of the City or the Escrow Agent to be performed should be
contrary to law, then such covenant or covenants in such Agreement
or agreements, or such portions thereof, shall be null and void and
shall be deemed separable from the remaining covenants and
agreements or portions thereof, and shall in no way affect the
validity of the agreement.
IN WITNESS WHEREOF, the City has caused this Agreement to be
signed in its corporate name by its Mayor and attested by its Clerk
and its corporate seal to be hereto affixed, and the Escrow Agent
has cause this Agreement to be signed in its corporate name by one
of its vice presidents and to be attested by one of its corporate
trust officers and its corporate seal to be hereunto affixed, all
as of the day and year first above written.
CITY OF McCALL
Valley County, Idaho
By
Mayor
Page 10 - EXHIBIT "E"
ATTEST:
City Clerk
[SEAL]
WEST ONE BANK, IDAHO
By
Its Assistant Vice President
Page 11 - EXHIBIT "E"
EXHIBIT A
INITIAL ESCROW SECURITIES
First interest payment date: August 1, 1994
Amount Rate (%) Description Maturity Date
$ 69,400 3.42 $ SLGS August 1, 1994
9,300 3.78 SLGS February 1, 1995
844,600 4.05 SLGS August 1, 1995
Beginning Cash Escrow Deposit from Bond Proceeds = $50.00
Page 12 - EXHIBIT "E°
802 W. BANNOCK. SUITE 1000
BOISE. IDAHO 83702
(208) 344-8577
1 4800-344$577
FAX: (208) 345-9952
February 24, 1994
Mayor and Members
of the City Council
City of McCall
P. O. Box 1065
McCall, Idaho 83638
Re: $890,000 General Obligation Refunding Bonds, Series 1994
Dear Mayor and Council Members:
Seattle -Northwest Securities Corporation (the "Purchaser") offers to purchase from The
City of McCall, Valley County, Idaho (the "Seller") all the above -described bonds (the
"Bonds"). This offer is made in express reliance upon the terms and conditions contained
herein, and in express reliance upon the covenants, representations and warranties of the Seller
set forth below. Appendix A, which is incorporated into this Purchase Agreement (the
"Purchase Agreement") by reference, contains a brief summary of the anticipated terms of the
Bonds, including principal amount, maturity, interest rate, purchase price, and the proposed date
and place of delivery and payment (the "Closing"). Other provisions of this agreement are as
follows:
1. Prior to the Closing, Seller will approve a Preliminary Official Statement, and will adopt
an ordinance (the "Ordinance") authorizing the issuance, sale, execution and delivery of
the Bonds and the execution of this Purchase Agreement. The Purchaser is authorized
by Seller to use these documents and the information contained in them in connection
with the public offering of the Bonds. The Seller shall also authorize and execute a final
Official Statement in substantially the form of the Preliminary Official Statement with
such changes as are required to make the document comply with applicable requirements
of law regarding materiality and disclosure.
2. Seller represents, warrants and covenants to the Purchaser that:
a. It has at the time of executing this Purchase Agreement and will have at the time
of the Closing the due and valid power and authority to enter into and perform
EXHIBIT "F"
City of McCall, Idaho
February 24, 1994
Page 2
its obligations under this Purchase Agreement, to have adopted the Bond
Ordinance and to authorize, issue, sell and deliver the Bonds to the Purchaser;
b. This Purchase Agreement and the Bonds do not and will not conflict with,
constitute or create a breach or default under any applicable existing law,
regulation, order or agreement to which Seller is subject;
c. No governmental approvals or authorizations other than the Ordinance are
necessary in connection with authorization, execution, sale and delivery of the
Bonds to the Purchaser which have not been obtained, or will not be obtained
prior to the time of Closing;
d. After due review, the Preliminary Official Statement with corrections, if any,
noted by the Seller and its counsel, as of its date and (except as to matters
corrected in the final Official Statement) as of the Closing, shall be accurate and
complete in all material respects and shall not omit any matters the omission of
which make the Preliminary Official Statement materially inaccurate;
e. The Seller has previously provided the underwriters with a copy of its
Preliminary Official Statement dated February 18, 1994. As of its date, the
Preliminary Official Statement has been "deemed final" by the Seller for purposes
of Securities and Exchange Commission Rule 15c2-12(b)(1); and
f. The Seller agrees to cooperate with the Purchaser to permit the Purchaser to
deliver or cause to be delivered, within seven business days after any final
agreement to purchase, offer or sell the securities and in sufficient time to
accompany any confirmation that requests payment from any customer of the
Purchaser, copies of a final Official Statement in sufficient quantity to comply
with paragraph (b)(4) of the Securities and Exchange Commission Rule 15c2-12
and the rules of the Municipal Securities Rulemaking Board. The Purchaser
agrees to deliver three copies of the final Official Statement to a nationally
recognized municipal securities information repository on the business day on
which the final Official Statement is available, and in any event no later than
seven business days after the date hereof.
3. The Purchaser shall have the right to cancel its commitment to purchase the Bonds by
notifying the Seller of its election to do so if, after the execution of this Purchase
Agreement and prior to the Closing there occurs:
a. A decision by a court of the United States or the United States Tax Court shall
be rendered or a ruling, or a regulation (final, temporary, or proposed), by or on
City of McCall, Idaho
February 24, 1994
Page 3
behalf of the Treasury Department of the United States, the Internal Revenue
Service or other governmental agency shall be issued and in the case of any such
regulation, published in the Federal Register, or legislation shall have been
introduced in, enacted by or favorably reported to either the House of
Representatives or the Senate of the United States, with respect to Federal
taxation upon interest received on obligations of the type and character of any of
the Bonds which, in the reasonable judgment of the Purchaser, materially
adversely affects the marketability of the Bonds or their sale by the Purchaser, at
the contemplated public offering prices; or
b. The United States shall have become engaged in hostilities which have resulted
in declaration of war or national emergency, or other national or international
calamity or other event shall have occurred or accelerated to such an extent as,
in the reasonable opinion of the Purchaser, to have a materially adverse affect on
the marketability of the Bonds or their sale by the Purchaser at the contemplated
public offering prices; or
c. There shall have occurred a general suspension of trading on the New York Stock
Exchange; or
d. A general banking moratorium shall have been declared by United States, New
York State or Idaho State authorities; or
e. Legislation shall hereafter be enacted, or actively considered for enactment, with
an effective date prior to the date of the delivery of the Bonds, or a decision by
a court of the United States shall hereafter be rendered, or a ruling or regulation
by the Securities and Exchange Commission or other governmental agency having
jurisdiction of the subject matter shall hereafter be made, the effect of which is
that:
i. The Bonds are not exempt from the registration, qualification or other
requirements of the Securities Act of 1933, as amended and as then in
effect, or the Securities Exchange Act of 1934, as amended and then in
effect; or
ii. The Ordinance is not exempt from the registration, qualification or other
requirements of the Trust Indenture Act of 1939, as amended and as then
in effect; or
f. A stop order, ruling or regulation by the Securities and Exchange Commission
shall hereafter be issued or made, the effect of which is that the issuance, offering
City of McCall, Idaho
February 24, 1994
Page 4
or sale of the Bonds, as contemplated herein or in the final Official Statement, is
in violation of any provision of the Securities Act of 1933, as amended and as
then in effect, the Securities Exchange Act 1934, as amended and as then in
effect, or the Trust Indenture Act of 1939, as amended and as then in effect and
which, in its reasonable judgment, adversely affects the marketability of the
Bonds or the market price thereof.
4. The Purchaser's obligations hereunder are also subject to the following conditions:
a. At or prior to the Closing Seller will deliver, make available to the Purchaser, or
have adopted:
i. The Bonds, containing terms and conditions substantially similar to those
set forth in Appendix A hereof, in definitive form and duly executed or
in temporary form, as provided;
ii. A certificate from an authorized officer of the Seller, in form and
substance acceptable to the Seller and the Purchaser, stating that execution
of the certificate shall constitute execution of the final Official Statement
by Seller, and further stating that the final Official Statement attached
thereto, to the knowledge and belief of such officers, after due review,
does not contain any untrue statement of a material fact or omit any
statement or information which is necessary to make the statements
therein, in the light of the circumstances under which made, not
misleading, and that the representations of the Seller contained in this
Purchase Agreement were true and correct when made and are true and
correct as of the Closing;
The approving unqualified opinion of Bond Counsel dated the Closing
date;
iv. A certificate of West One Bank, Idaho, financial advisor to the Seller (the
"Financial Advisor"), that based on its assistance to the Seller in the
issuance, sale, execution and delivery of the Bonds, the Financial Advisor
has not become aware of any information that causes it to believe that any
information presented in the Preliminary Official Statement or Official
Statement misstates a material fact or fails to state a material fact that, in
light of the circumstances under which such information is presented,
renders the information in the Preliminary Official Statement or Official
Statement materially misleading or false, and that the Financial Advisor
has not become actually aware of any information it believes would cause
City of McCall, Idaho
February 24, 1994
Page 5
a reasonable and prudent person to investigate the accuracy of the
information contained in the Preliminary Official Statement or Official
Statement;
v. The verification report of Balukoff, Lindstrom & Co., Boise, Idaho, as
verification agent (the "Verification Agent"), stating that the Acquired
Obligations (as defined in the Ordinance), interest thereon, and cash
balance will be adequate to make all required payments detailed under the
caption "Refunding Plan" in the Official Statement, and supporting the
conclusion of Bond Counsel that the Bonds are not "arbitrage bonds"
under Section 148 of the Internal Revenue Code of 1986, as amended;
vi. The following documents executed by authorized officers of the Seller:
(1) A certificate dated the day of the Closing to the effect that no
litigation or other proceedings are pending or threatened in any
way affecting the authorization, issuance, sale or delivery of, or
security for, any of the Bonds;
(2) A certificate setting forth the facts, estimates and circumstances in
existence on the date of Closing. which establish that it is not
expected that the proceeds of the Bonds will be used in a manner
that could cause the Bonds to be "arbitrage bonds" within the
meaning of Section 148 of the Internal Revenue Code of 1986, as
amended, and any applicable regulations thereunder;
Such additional certificates, instruments or opinions or other
evidence as the Purchaser may deem reasonably necessary or
desirable to evidence the due authorization, execution,
authentication and delivery of the Bonds, the truth and accuracy as
of the time of the Closing of the representations and warranties
contained in this Purchase Agreement, and the conformity of the
Bonds and Ordinance with the terms thereof as summarized in the
Preliminary Official Statement and the Official Statement, and to
cover such other matters as it reasonably requests;
A certified copy of the Ordinance; and
Designation of the Bonds as Qualified Tax -Exempt Obligations for
banks, thrift institutions and other financial institutions, as defined
in Section 265 of the Internal Revenue Code of 1986, as amended.
(3)
(4)
(5)
City of McCall, Idaho
February 24, 1994
Page 6
5. Seller will pay the cost of preparing, printing and executing the Bonds, if any, the fees
and disbursements of Bond Counsel, Escrow Agent and Paying Agent fees, Bond
registration, escrow verification fees, financial advisor fees, travel and lodging expenses
of Seller's employees and representatives, and the cost of printing and distributing the
Preliminary Official Statement and Official Statement.
As a convenience to Seller, Purchaser may from time to time, as Seller's agent, make
arrangements for certain items for which Seller is responsible hereunder, such as printing
of the Official Statement and travel or lodging arrangements for Seller's representatives.
Purchaser also may advance for Seller's account when appropriate the cost of such items
by making payments to third -party vendors. In such cases, Seller shall pay such costs
or expenses directly, upon submission of appropriate invoices by Purchaser, or promptly
reimburse Purchaser in the event Purchaser has advanced such costs or expenses for
Seller's account. It is understood that Seller shall be primarily responsible for payment
of all such items and that Purchaser may agree to advance the cost of such items from
time to time solely as an accommodation to Seller and on the condition that it shall be
reimbursed in full by Seller.
6. This Purchase Agreement is intended to benefit only the parties hereto and Seller's
representations and warranties shall survive any investigation made by or for the
Purchaser, delivery and payment for the Bonds, and the termination of this Purchase
Agreement. Should the Seller fail to satisfy any of the foregoing conditions or
covenants, or if the Purchaser's obligations are terminated for any reasons permitted
under this agreement, then neither the Purchaser nor the Seller shall have any further
obligations under this Purchase Agreement, except that any expenses incurred shall be
borne in accordance with Section 5.
7. The Seller further agrees that (a) the Closing will take place on March 10 1994 and (b)
the Seller will deposit bond proceeds and other cash with West One Bank, Idaho
("Escrow Agent") on March 10, 1994 to purchase obligations (as shown on the attached
Appendix B) to be placed irrevocably in escrow to pay the remaining debt service on the
Seller's $890,000 General Obligation Bonds, Series 1990, dated February 1, 1990,
maturing August 1, 1994 through August 1, 2004.
City of McCall, Idaho
February 24, 1994
Page 7
8. This offer expires on the date, and at the time, set forth in Appendix A.
Respectfully submitted,
SEATTLE-NORTHWEST SECURITIES CORPORATION
By:
e ,
W. Floyd Ayers Vice Pr ident
Accepted February 24, 1994
CITY OF MC CALL, VALLEY COUNTY, IDAHO
By:
Its:
APPENDIX B
U.S. GOVERNMENT OBLIGATIONS
Maturity Par Total
TXpg: Date Amount Coupon Yield Cost
SLGS 8-1-94 $ 69,400 3.42% 100 $ 69,400
SLGS 2-1-95 9,300 3.78 100 9,300
SLGS 8-1-95 844,600 4.05 100 844,600
*State and Local Government Securities
APPENDIX B - p. 1
SUMMARY OF
ORDINANCE NO. 661
AN ORDINANCE OF THE CITY OF McCALL, VALLEY COUNTY, IDAHO,
AUTHORIZING THE ISSUANCE AND SALE OF GENERAL OBLIGATION REFUNDING
BONDS IN THE PRINCIPAL AMOUNT OF $890,000 FOR THE PURPOSE OF
REFUNDING THE OUTSTANDING GENERAL OBLIGATION BONDS OF THE CITY;
MAKING FINDINGS AND COVENANTS; DESCRIBING THE REFUNDING BONDS AND
FIXING THE INTEREST RATES TO BE BORNE THEREBY; PROVIDING FOR THE
LEVY OF TAXES TO PAY THE PRINCIPAL OF AND INTEREST ON THE REFUNDING
BONDS; PROVIDING FOR THE USE OF THE PROCEEDS OF THE REFUNDING
BONDS; MAKING CERTAIN REPRESENTATIONS AND COVENANTS CONCERNING
MAINTENANCE OF THE TAX-EXEMPT STATUS OF THE INTEREST THEREON;
ESTABLISHING AN ESCROW ACCOUNT AND PROVIDING FOR THE CALL AND
REDEMPTION OF THE BONDS TO BE REFUNDED; AND PROVIDING FOR OTHER
MATTERS RELATED THERETO
A summary of the principal provisions of Ordinance No. 661 of
the City of McCall, Valley County, Idaho, is as follows:
Section 1. Defines certain terms used in the Ordinance.
Section 2. Makes findings and determinations.
Section 3. Authorizes the issuance of the City of McCall
General Obligation Refunding Bonds, Series 1994, in the principal
amount of $890,000, and describes the Bonds and Supplemental
Registered Interest Coupons.
Section 4. Describes the book -entry -only system for the
Bonds.
Section 5. Provides for the issuance and execution of Bonds
and Supplemental Registered Interest Coupons in certificated form
if the book -entry -only system is discontinued.
Section 6. Appoints West One Bank, Idaho, as Bond Registrar
and paying agent.
Section 7. Provides for the transfer and exchange of the
Bonds and Supplemental Registered Interest Coupons.
Section 8.
Section 9.
Section 10.
Escrow Agreement,
Provides for the redemption of the Bonds.
Provides for defeasance of the Bonds.
Establishes funds and accounts, approves an
and provides for the manner of refunding the City
Page 1 - EXHIBIT "G"
of McCall's outstanding General Obligation Bonds, Series 1990.
Section 11. Provides covenants with respect to the payment of
and tax-exempt status of the interest on the Bonds.
Section 12. Provides for the sale of the Bonds and
Supplemental Registered Interest Coupons to Seattle -Northwest
Securities Corporation.
Section 13. Authorizes the Mayor, Clerk, and Treasurer to
take final action.
Section 14. Contains certain additional provisions with
respect to the Bonds.
The full text of Ordinance No. 661 is available at City Hall
and may be inspected by any person during normal office hours.
DATED this 24th day of February, 1994.
CITY OF McCALL
Valley County, Idaho
Mayor
ATTEST:
City Clerk
( S E A L )
Page 2 - EXHIBIT "G"
CERTIFICATION OF CITY ATTORNEY
I, the undersigned City Attorney for and legal advisor to the
City of McCall, Valley County, Idaho, hereby certify that I have
read the attached summary of Ordinance No. 661 of the City of
McCall and that the same is true and complete and provides adequate
notice to the public of the contents of said Ordinance.
DATED this day of February, 1994.
Edward G. Burton
City Attorney
Page 3 - EXHIBIT "G"
APPENDIX A
DESCRIPTION OF THE BONDS
(a) Principal Amount: $890,000
(b) Purchase Price: $939, 812.15 ($105.597 per $100) .
(c) Denominations: $5,000, or integral multiples thereof
(d) Form: Registered; Book -entry only
(e) Interest Payment Dates: February 1 and August 1; commencing August 1, 1994
(f) Maturity and Interest Rates: Bonds shall mature serially on August 1 of each year and
bear interest and yield as follows:
(g)
August 1 Amounts Interest Rate Yield
1995 $ 75,000 3.25 % 100
1996 75,000 3.50 100
1997 80,000 3.75 100
1998 85,000 4.00 100
1999 85,000 4.10 100
2000 90,000 4.25 100
2001 95,000 4.40 100
2002 95,000 4.60 100
2003 105,000 4.75 100
2004 105,000 4.90 100
Supplemental Registered Interest Coupons: The Bonds bear additional supplemental
interest compounded per annum, evidenced by Supplemental Registered Interest Coupons
which are appurtenant to the Bonds, and which may be owned and transferred separately
from the Bonds.
Due Date
8/ 1/94
Future Present
Value Value
$60,000
Yield
$59, 305.20 3.10 %
(h) Optional Redemption: The Bonds maturing in years 1995 through 2000, inclusive, are
not subject to redemption prior to maturity. The Seller reserves the right to redeem all
or part of the Bonds maturing on or after August 1, 2001, on any interest payment date
APPENDIX A - p. 1
on or after August 1, 2000, by lot within a maturity, at a price of par plus accrued
interest to the date of redemption.
Dated Date: March 15, 1994
Offer Expires: February 24, 1994 at 11:00 p.m. MST
Bond Counsel: Moore & McFadden, Chartered, Boise, Idaho
Closing: At the offices of Moore & McFadden in Boise, Idaho, on March 15, 1994.
Delivery: At the facilities of the Depository Trust Company, in New York, New York.
APPENDIX A - p. 2
STATE OF IDAHO )
COUNTY OF VALLEY)
CERTIFICATE OF RECORDING OFFICER
ss
I, the undersigned, the duly appointed, qualified, City Clerk of
McCall City, Idaho, do,hereby certify the following:
1. That pursuant to the provisions of Section 50-207, Idaho
Code, I keep a correct journal of the proceedings of the Council of
McCall City, Idaho, and that I am the statutory custodian of all laws,
ordinances and resolutions of said City.
2. That the attached Ordinance No. 66 / is a true and correct
copy of an ordinance passed at a regular meeting of the Council of
McCall City held on �� , 19 Y, and duly recorded in my
office; and
3. That said regular meeting was duly convened and held in all
respects in accordance with law and to the extent required by law, due
and proper notice of such meeting having been given; that a legal
quorum was present throughout the meeting and that a legally
sufficient number of members of the Council of McCall City voted in
the proper manner and for the passage of said ordinance; and that all
other requirements and proceedings incident to the proper adoption and
passage of said ordinance have been duly fulfilled, carried out and
observed; and that I am authorized to execute this certificate.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
official seal of the City of McCall, Idaho, this i? Ert1= day of
(Seal of the City)
Arthur J. chmidt, City Clerk
Publisher's Affidavit of Publication
STATE OF IDAHO
County of Valley
I, Ramona A. George, being duly sworn and say, I am the receptionist
of The Central Idaho Star -News, a weekly newspaper published at McCall, in
the County of Valley, State of Idaho; that said newspaper is in general
circulation in the county of aforesaid and is a legal, newspaper; that the
NOTICE OF ORDINANCE #661, a copy of which is enclosed hereto and is a
part hereof, was published in said newspaper once a week for one consecutive
week in the regular and entire issue of every number there of during the period
of time of publication, and was published in the newspaper proper and not in a
supplement; and that publication of such notice began March 3, 1994 and
ceded March 3, 1994.
STATE OF IDAHO
COUNTY OF VALLEY •
1.SS
day of March, 1994.
On this 3rd day of March, in the year of 1994, before me, a Notary
Public, personally appeared Ramona A. George, known or identified to me to
be the person whose name subscribed to the within instrument, and being by
me first duly sworn, declared that the statements therein are true, and acknowl-
edged to me that she executed the same.
Tom Grote
Notary Public for Idaho
Residing at McCall, Idaho
Commission Expires: 1999
I•
Section 5. Provides for the issuance and
execution of Bonds and Supplemental Regis-
tered Interest Coupons in' certificated form if
the book -entry -only system is discontinued.
Section 6. Appoints West One Bank, Idaho,
as Bond Registrar and.paying agent. _ --_
SUMMARY OF
ORDINANCE NO. 661
AN ORDINANCE OF THE CITY OF
McCALL, VALLEY COUNTY, IDAHO,
AUTHORIZING THE ISSUJANCE AND
SALE OF GENERAL OBLIGATION RE-
FUNDING BONDS IN THE; PRINCIPAL
AMOUNT OF $890,000 FOR THE PURPOSE
OF REFUNDING THE OUTSTANDING
GENERAL OBLIGATION. BONDS OF THE
CITY; MAKING FINDINGS] AND COV-
ENANTS; DESCRIBING THE REFUNDING
BONDS AND FIXING THE, INTEREST
• RATES TO BE BORNE THEREBY; PRO-
VIDING FOR THE LEVY OF TAXES TO
PAY THE PRINCIPAL OF AND INTEREST
ON THE REFUNDING BONDS; PROVID-
ING FOR THE USE OF THE PROCEEDS OF
THEREFUNDINGBONDS; MAKINGCER-
TAIN REPRESENTATIONS AND
COVENANTS CONCERNING MAINTE-
NANCE OF THE TAX-EXEMPT STATUS
OF THE INTEREST THEREON; ESTAB-
LISHING AN ESCROW ACCOUNT AND j
PROVIDING FOR THE CALL AND RE-
DEMPTION OF THE BONDS TO BE'
REFUNDED; AND PROVIDING FOR
OTHER MATTERS RELATED THERETO
A summary of the principal provisions of
Ordinance No. 661 of the City of McCall,
Valley County, Idaho, is as follows:
f
Section 1. Defines certain terms used in the
Ordinance.
Section 2. Makes findings and determina-
tions.
Section 3. Authorizes the issuance of the.
City of McCall General Obligation Refunding
Bonds, Series 1994, in the principal amount of
$890,000, and describes the j Bonds and
Supplemental Registered Interest Coupons.
Section 4. Describes the book -entry -only
system for the Bonds.
Section'? Frovidees foi th " transfer and 1
exchange of the Bonds and Supplemental Reg-
istered Interest Coupons.
Section 8. Provides for the redemption of
the Bonds.
Section 9. Provides for defeasance of the
Bonds. •
Section 10. Establishes funds and ac-
counts, approves an Escrow Agreement, and
provides for the manner of refunding the City
of McCall's outstanding General Obligation
Bonds, Series 1990.
Section 11. Provides covenants with re-
spect to the payment of and tax-exempt status
of the interest on the Bonds.
Section 12. Provides for the sale of the
, Bonds and Supplemental Registered Interest
Coupons to Seattle -Northwest Securities Cor-
poration.
Section 13. Authorizes the Mayor, Clerk,
and Treasurer to take final action.
Section 14. Contains certain additional
provisions with,respect to the Bonds.
The full text of Ordinance No. 661 is avail-
able at City Hall and may be inspected by any
person during normal office hours.
DATED this 24th day of February, 1994
CITY OF McCALL
Valley County, Idaho
Dean A. Martens, Mayor
ATTEST: Arthur J. Schmidt, City Clerk
CERTIFICATION OF CITY ATTOR-
NEY
I, the undersigned City Attorney for and
legal advisor to the City of McCall, Valley
County, Idaho, hereby certify that I have read
the attached summary of Ordinance No. 661 of
the City of McCall and that the same is true and
complete and ,provides adequate notice to the
public of the contents of said Ordinance.
DATED this 24th day of February, 1994.
Edward G. Burton
City Attorney lt3/3