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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. Page 2 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 Page 3 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 Page 4 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 Page 5 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 Page 6 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 Page 7 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 Page 8 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 Page 9 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) Page 10 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, Page 11 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. Page 12 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