HomeMy Public PortalAboutOrd. 669 - Authorizing the Issuance & Sale of Water Revenue Bonds, Series 1994ORDINANCE NO. 669
AN ORDINANCE OF THE CITY OF MCCALL, IDAHO, AUTHORIZING THE ISSUANCE
AND SALE OF WATER REVENUE BONDS, SERIES 1994, IN THE PRINCIPAL
AMOUNT OF $5,000,000; DESCRIBING SAID BONDS; SPECIFYING THE DATE,
FORM, MATURITIES, REGISTRATION, AND AUTHENTICATION OF SAID BONDS;
FIXING THE INTEREST RATES ON THE BONDS; PROVIDING FOR THE
COLLECTION AND DISPOSITION OF REVENUE; ESTABLISHING CERTAIN FUNDS
AND ACCOUNTS; AUTHORIZING THE SALE OF SAID BONDS; PROVIDING
COVENANTS; AND PROVIDING FOR OTHER MATTERS RELATING THERETO
WHEREAS, the City of McCall, Valley County, Idaho (the
"City"), is a municipal corporation organized and existing under
the laws of Idaho; and
WHEREAS, the City is authorized and empowered by Idaho Code
Sections 50-1027 through 50-1042 (the "Revenue Bond Act") to issue
revenue bonds to finance all or part of the cost of acquisition,
construction, and installation of improvements and betterments to
the domestic water system of the City; and
WHEREAS, the City Council (the "Council"), by adoption of
Ordinance No. 635 on June 24, 1993, ordered a special bond election
to be held within the City on August 31, 1993, for the submission
to the qualified electors of the City the question of whether or
not the City should be authorized to issue its revenue bonds in the
principal amount of not to exceed $9,991,000 in order to provide
funds for certain capital improvements to its domestic water
system; and
WHEREAS, the requisite majority of the qualified electors of
the City, at said special bond election of August 31, 1993,
authorized the issuance of revenue bonds in the amount of not to
exceed $9,991,000; and
WHEREAS, the Council has determined that the public health,
safety, and welfare will be furthered by the water improvement
project described hereinafter and has further determined to issue
revenue bonds of the City, duly authorized by the electors of the
City at said election of August 31, 1993, in the principal amount
of $5,000,000; and
WHEREAS, the City has received an offer from Seattle -Northwest
Securities Corporation to purchase said revenue bonds, and the
Council has determined to sell the revenue bonds to Seattle -
Northwest Securities Corporation at private sale, as authorized by
Section 50-1036, Idaho Code.
Page_1
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE
CITY OF McCALL, IDAHO, as follows:
Section 1: DEFINITIONS
As used in this Ordinance, the following words shall have the
following meanings:
A. Acquisition or Acquire includes the opening, laying out,
establishment, purchase, construction, securing, installation,
reconstruction, lease, gift, grant from the Federal Government, the
State, any public body therein or any person or entity, the
condemnation, transfer, option to purchase, other contract, or
other acquirement, or any combination thereof.
B. Additional Bonds means additional bonds or other
obligations payable from Net Revenues and issued pursuant to
Section 15 of this Ordinance.
C. Beneficial Owner(s) means the owners of Bonds whose
ownership is reordered under the Book -Entry -Only System maintained
by the Depository.
D. Bonds mean the principal amount of $5,000,000 City of
McCall Water Revenue Bonds, Series 1994, herein authorized to be
issued, sold, and delivered, and includes any Certificated Bonds.
E. Bond Fund, means the "City of McCall Water Revenue Bond
Fund" created by Section 12 of this Ordinance.
F. Bond Register means the registration books on which are
maintained the names and addresses of the owners or nominees of the
owners of the Bonds.
G. Bond Registrar means the Corporate Trust Department of
West One Bank, Idaho, Boise, Idaho, as bond registrar, transfer
agent, and authenticating and paying agent appointed and designated
in Section 6 of this Ordinance, and any successor Bond Registrar.
The Bond Registrar shall also serve as trustee of the Capital
Improvement Fund as provided in Section 10 of this Ordinance.
H. Ftook-Entry-Only System means the system of recordation of
ownership of the Bonds on the books of the Depository pursuant to
Section 3 of this Ordinance.
I. Capital Improvement Fund means the "City of McCall Water
Project Capital Improvement Fund" created by Section 10 of this
Ordinance.
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J. Cede means Cede & Co., the nominee of the Depository, and
any successor nominee of Depository with respect to the Bonds.
K. Certificated Bond(s) means a Bond or Bonds evidenced by
a printed certificate in the event that the Book -Entry -Only System
is discontinued.
L. City means the City of McCall, Valley County, Idaho.
M. City Clerk means the clerk of the City, or other officer
of the City who is the custodian of the seal of the City and of the
records of the proceedings of the City, or his/her successor in
functions, if any.
N. Cost of Project or any phrase of similar import, means
all or any part designated by the Council of the costs of the
Project, or interest therein, which costs, at the option of the
Council, may include all or any part of the incidental costs
pertaining to the Project, including, without limitation:
(1) Preliminary expenses advanced by the City from funds
available for the use therefor, or advanced by the Federal
Government, or from any other source, with approval of the
Council, or any combination thereof;
(2) The costs of making surveys, audits, preliminary
plans, other plans, specifications, estimates of costs and
other preliminaries;
(3) The costs of
advice, services of
consultants, attorneys at
or employees;
appraising, printing, estimates,
engineers, architects, financial
law, clerical help, or other agents
(4) The costs of contingencies;
(5) The costs of the issuance of the Bonds;
(6) The costs of funding any short-term financing, bond
anticipation notes, and other temporary loans pertaining to
the Project and of the incidental expenses incurred in
connection with such loans;
(7) The costs of any properties, rights, easements, or
other interest in properties, or any licenses, privileges,
agreements and franchises; and
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(8) All other expenses necessary or desirable and
appertaining to the Project, as estimated or otherwise
ascertained by the Council.
0. Council means the City Council of the City.
P. Depository means the Depository Trust Company, New York,
New York, and its successors and assigns.
Q. Estimated Net Revenues means, for any year, the estimated
Revenues of the System for such year less the estimated Operation
and Maintenance Expenses for such year, based upon estimates
prepared by the City Engineer or an independent engineer, or an
independent certified public accountant. In computing Estimated
Net Revenues, Revenues of the System may be adjusted as necessary
to reflect any changed schedule of rates and charges.
R. Improvement or Improve includes the extension, widening,
lengthening, betterment, alteration, reconstruction, or other major
improvement, or any combination thereof, of any properties
pertaining to the Project or an interest therein, but does not mean
general maintenance or repair.
S. Mayor means the Mayor of the City, or his/her successor
in functions, if any.
T. Net Revenues means Revenue of the System after the
deduction of Operation and Maintenance Expenses.
U. Operation and Maintenance Expenses or any phrase of
similar import means all reasonable and necessary current expenses
of the City, paid or accrued, of operating, maintaining, and
repairing the System or of levying, collecting, and otherwise
administering the Net Revenues for the payment of the Bonds; and
the term includes (except as limited by contract or otherwise
limited by law) without limiting the generality of the foregoing:
(1)
overhead
relating
System;
(2)
premiums
share of
thereto;
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Engineering, auditing, reporting, legal, and other
expenses•of the various City departments directly
and reasonably allocable to the administration of the
Fidelity bonds and property and liability insurance
appertaining to the System, or a reasonably allocable
a premium of any blanket bond or policy pertaining
(3) Payments to pension, retirement, health, and
hospitalization funds and other insurance;
(4) Any taxes, assessments, excise taxes, or other
charges which may be lawfully imposed on the City, the System,
revenues therefrom, or any privilege in connection with their
operation;
(5) The reasonable charges of the bond registrar, fiscal
or paying agent, commercial bank,. trust bank, or other
depository bank appertaining to the Bonds issued by the City
or appertaining to the Project, if any;
(6) Contractual services, professional services,
salaries, other administrative expenses, and the cost of
materials, supplies, repairs, and labor, appertaining to the
issuance of the Bonds and to the ordinary operation of the
System; and
(7) A11 other administrative, general, and commercial
expenses, not including depreciation, payment of debt service
on bonds or other obligations, payment into the Reserve Fund,
or costs of capital additions or replacements to the System.
V. Ordinance means this Ordinance No. 669, adopted on August
25, 1994, and is also referred to as the "Bond Ordinance."
W. Participants means those broker -dealers, banks, and other
financial institutions for which the Depository holds Bonds as
securities depository.
X. Project means the water improvement project described in
Section 2 hereof.
Y. Registered Owner(s) means the person or persons in whose
name or names the Bonds shall be registered in the Bond Register
maintained by the Bond Registrar.
Z. Representation Letter means the. representation letter
from the City to the Depository, as authorized in Section 3 of this
Ordinance.
AA. Reserve Fund means the "City of McCall Water Revenue Bond
Reserve Fund" created by Section 13 of this Ordinance.
BB. Revenue Fund means the "City of McCall Water Revenue
Fund" created by Section 11 of this Ordinance.
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CC. Revenue of the System means all revenues received by the
City from its System and may include, at the discretion of the
City, moneys derived from one, all, or any combination of revenue
sources appertaining to the System, including, without limitation,
rates, charges, rents, fees, and any other income derived from the
operation or ownership of, the use of services of, or the
availability of or services appertaining to, or otherwise derived
in connection with, the System or all or any part of any property
appertaining to the System.
DD. System means the domestic water supply and distribution
system of the City, as the same now exists, including its assets,
real and personal, tangible and intangible, and as itmay later be
added to, extended, and improved, and shall include buildings,
structures, utilities, or other income producing water facilities
from the operation of or in connection with which the revenues of
the payment of the Bonds to be issued hereunder will be derived,
and the lands appertaining thereto, including, without limitation,
any Improvement to be acquired with the proceeds of the Bonds.
EE. Treasurer means the Treasurer of the City, or his/her
successor in functions, if any.
Section 2: THE PROJECT
Project Description. The water system improvement
project consists of the acquisition and construction of
improvements and betterments to the City's domestic water system,
including, but not limited to, acquisition of a site for water
treatment plant and water storage facility; replacement of existing
undersized water mains and installation of new mains; installation
of water meters; and installation of golf course irrigation system;
together with related improvements and engineering and legal fees,
administrative costs, and all other costs incidental thereto (the
"Project")
B. Project Changes. The Council may make changes in the
Project prior to or in the course of actual construction, provided
such changes are found necessary and desirable by the Council and
that such changes do not substantially affect or alter the plans or
the cost of the Project.
C. Costs. The estimated cost of the Project is $5,000,000.
The cost and expenses of construction and installation of the
Project will be paid from the issuance and sale of the Bonds,
hereinafter defined, authorized to be issued at a special election
held within said City on August 31, 1993.
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Section 3: THE BONDS
A. Authorization. Fully registered water revenue bonds of
the City, designated "City of McCall Water Revenue Bonds, Series
1994" (the "Bonds"), in the aggregate principal amount of
$5,000,000, are hereby authorized to be issued, sold, and delivered
pursuant to the Revenue Bond Act of the State of Idaho, the same
being Sections 50-1027 through 50-1042, Idaho Code.
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 September 1, 1994, shall be issued in
fully registered form in denominations of $5,000 each or integral
multiples thereof (provided that no Bond shall represent more than
one maturity), shall mature in the years 1995 through 2010 and
2014, and shall bear interest from their date, or from the most
recent date to which interest has been paid or duly provided for,
at the rates set forth below, payable commencing March 1, 1995, and
semiannually thereafter on each September 1 and March 1 until their
respective dates of maturity or prior redemption, and shall mature
on September 1 in the following years and principal amounts:
Maturity Date Principal Amount
September 1, 1995 $ 150,000
September 1, 1996 100,000
September 1, 1997 115,000
September 1, 1998 130,000
September 1, 1999 145,000
September 1, 2000 155,000
September 1, 2001 170,000
September 1, 2002 180,000
September 1, 2003 190,000
September 1, 2004 205,000
September 1, 2005 220,000
September 1, 2008 750,000
September 1, 2014 2,490,000
Interest Rate
4.000%
4.250%
4.500%
4.750%
5.000%
5.200%
5.400%
5.600%
5.750%
5.900%
6.000%
6.250%
6.375%
Interest shall be computed on the basis of a twelve-month,
360-day year.
Bonds maturing on September 1, 2008, and September 1, 2014,
are term bonds and are subject to redemption in part by operation
of Mandatory Redemption Amounts, the amounts and due dates of which
are set forth in Section 7 of this Ordinance.
The Bonds shall be numbered separately in the manner and with
any additional designation as the Bond Registrar shall deem
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necessary for the purposes of identification. After execution, as
hereinafter provided, the Bonds shall be authenticated by the Bond
Registrar.
C. The Book -Entry -Only System. The Bonds shall be issued in
book -entry -only form, with no Bonds being made available to
Beneficial Owners thereof unless the Book -Entry -Only System is
discontinued. So long as the Bonds are issued in book -entry -only
form, the City and the Bond Registrar shall recognize the
Depository or its nominee as the Registered Owner of the Bonds for
all purposes. Beneficial ownership interests in the Bonds will be
available to Beneficial Owners in book -entry -only form, in
accordance with the book -entry -only practices of the Depository.
The Bonds shall be issued in the form of one Bond representing
each maturity of the Bonds, in conformance with the book -entry -only
practices of the Depository. Each Bond shall be substantially in
the form set forth in Exhibit "A" attached hereto and incorporated
herein by reference. Each Bond shall be executed by the manual
signatures of the Mayor and Treasurer and attested by the manual
signature of the Clerk, shall have the official seal of the City
impressed thereon, and shall be manually authenticated by the Bond
Registrar. Each Bond shall be registered in the name of Cede & Co.
as nominee of the Depository and shall be lodged with the
Depository until maturity of the Bonds. The Bond Registrar shall
remit each payment of interest, or principal and interest, and
redemption premium, if applicable, directly to the Depository for
distribution to the Beneficial Owners by recorded entry on the
books of the Depository in accordance with the book -entry -only
practices of the Depository, and the City and the Bond Registrar
shall have no liability therefor. Such payment shall be valid and
effective fully to satisfy and discharge the City's obligation to
each Beneficial Owner with respect to the payment thereof to the
extent of the sums so paid.
With respect to the Bonds registered in the name of Cede & Co.
as nominee for the Depository, neither the City nor the Bond.
Registrar shall have any responsibility to any Beneficial Owner
with respect to:
(i) the sending of transaction statements, or
maintenance, supervision, or review of records of the
Depository;
(ii) the accuracy of the records of the Depository
or its nominee with respect to any ownership interest in
the Bonds;
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(iii) the payment to any Beneficial Owner, or any
other person other than the Depository, of any amount
with respect to principal of, interest on, or redemption
premium, if any, on the Bonds;
(iv) any consent given or other action taken by
the Depository or its nominee as owner of the Bonds.
In the event that either the City or the Depository shall
determine to discontinue the Book -Entry -Only System as to the
Bonds, and the City elects not to designate a substitute
depository, then the City will cause its Certificated Bonds to be
issued to the Beneficial Owners in accordance with Section 5 of
this Ordinance.
The Representation Letter in substantially the form annexed
hereto as Exhibit "B" is hereby authorized, and the Mayor is
authorized to execute and deliver the Representation Letter with
such changes, insertions, and revisions as the Mayor shall approve.
Section 4: PLACE AND MANNER OF PAYMENT
Both principal of and interest on the Bonds shall be payable
in lawful money of the United States of America to the Registered
Owner thereof whose name and address appear on the Bond Register
maintained by the Bond Registrar.
Payment of each installment of interest on the Bonds shall be
made on its semiannual due date to the Registered Owner whose name
appears on the Bond Register on the 15th 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
such address, or at such other address as may be furnished in
writing by such Registered Owner to the Bond Registrar.
Principal of the Bonds shall be payable to the Registered
Owner upon presentation and surrender of the Bonds on the date of
maturity or prior redemption, at the office of the Bond Registrar.
Section 5: EXECUTION OF CERTIFICATED BONDS
In the event that the Book -Entry -Only System is discontinued
with respect to the Bonds, the City shall cause Certificated Bonds
to be prepared, executed, authenticated, and delivered. The
Certificated Bonds shall be substantially in the form set forth in
Exhibit "C" which is annexed hereto and by reference made a part
hereof. The Certificated Bonds shall be numbered separately in the
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manner and with such additional designation as the Bond Registrar
shall deem necessary for purposes of identification. The
Certificated Bonds shall be lithographed or printed with engraved
or lithographed borders. The Certificated Bonds shall be signed by
the Mayor, countersigned by the Treasurer, and attested by the City
Clerk (any of which signatures may be manual or by facsimile), and
the seal ofthe City shall be impressed thereon or the facsimile
seal of the City shall be imprinted thereon. The Certificated
Bonds shall then be delivered to the Bond Registrar for
authentication.
In case any of the officers who shall have signed or
countersigned any of the Certificated Bonds shall cease to be such
officer or officers of the City before the Certificated Bonds so
signed or countersigned shall have been authenticated or delivered
by the Bond Registrar, or issued by the City, such Certificated
Bonds may nevertheless be authenticated, delivered, and issued and,
upon such authentication, delivery, and issue, shall be as binding
upon the City as though those who signed and countersigned the same
had continued to be such officers of the City. Any Certificated
Bond may also be signed and countersigned on behalf of the City by
such persons as at the actual date of execution of such
Certificated Bonds shall be the proper officers of the City
although at the original date of such Certificated Bond any such
person shall not have been such officer of the City.
Only such of the Certificated Bonds as shall bear thereon a
certificate of authentication in the form set forth in Exhibit "C,"
manually executed by the Bond Registrar, shall be valid or
obligatory for any purpose or entitled to the benefits of this
Ordinance, and such certificate of authentication shall be
conclusive evidence that the Certificated Bonds so authenticated
have been duly executed, authenticated, and delivered hereunder and
are entitled to the benefits of this Ordinance.
Section 6: BOND REGISTRAR
The Corporate Trust Department of West One Bank, Idaho, Boise,
Idaho, is hereby appointed as bond registrar, transfer agent, and
authenticating and paying agent, and is herein referred to as the
"Bond Registrar." 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, which shall at all
times be open to inspection by the City. The Bond Registrar is
authorized, on behalf of the City, to authenticate and deliver the
bonds transferred or exchanged in accordance with the provisions of
the Bonds and this Ordinance and to carry out all of the Bond
Registrar's powers and duties under this Ordinance.
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The Bond Registrar shall be responsible for its
representations contained in the Certificate of Authentication on
the Bonds. The Bond Registrar may become the owner of the Bonds
with the same rights as it would have if it were not the Bond
Registrar.
The Bonds may be transferred only upon the books for the
registration and transfer of bonds, upon the surrender thereof at
the office of the Bond Registrar, together with a form of transfer
duly executed by the Registered Owner or his attorney duly
authorized in writing, substantially in the form set forth in the
form of bond referred to in Section 3 hereof. Upon the transfer of
any Bond, there shall be issued in the name of the transferee or
transferees a new fully registered Bond or Bonds of any authorized
denomination or denominations and of the same maturity and interest
rate, and of the same aggregate principal amount, as the
surrendered Bond. The new Bond or Bonds shall bear the same date
as the date of the surrendered Bond, but shall bear interest from
the immediately preceding interest payment date to which interest
has been paid or fully provided for.
The Bond Registrar shall not be required to exchange or
transfer any Bond within fifteen (15) days of an interest payment
date or, in the case of any redemption of Bonds, within fifteen
(15) days of the redemption date.
This section is intended to provide the system of registration
required by Chapter 9, Title 57, Idaho Code.
Section 7: REDEMPTION PRIOR TO MATURITY; DEFEASANCE
A. Optional Redemption. Bonds maturing on or before
September 1, 2006, shall not be subject to call or redemption prior
to their stated dates of maturity. On any interest payment date on
or after September 1, 2006, at the option of the City, the Bonds
maturing on September 1, 2007, 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), at a price of
1000 of the principal amount of the Bond being redeemed, plus
accrued interest to the redemption date, upon notice as hereinafter
provided.
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
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i denomination which is obtained by dividing the principal amount of
such Bond by $5,000.
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 nor more than
forty-five 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 outstanding as of such
redemption date.
B. Mandatory Redemption. Bonds maturing on September 1,
2008, and September 1, 2014, shall be subject to mandatory
redemption and retirement prior to maturity, in part, by lot in
such manner as the Bond Registrar shall determine, at a redemption
price equal to 1000 of the principal amount of the Bonds being
redeemed, together with accrued interest to the date of redemption,
from the deposit of Mandatory Redemption Amounts into the Bond Fund
in the amounts and on the dates set forth below. The amounts and
due dates of the Mandatory Redemption Amounts for the term Bonds
maturing on September 1, 2008, are as follows:
Date
September 1, 2006
September 1, 2007
September 1, 2008
Amount
$235,000
250,000
265,000
The amounts and due dates of the Mandatory Redemption Amounts
for the term Bonds maturing on September 1, 2014, are as follows:
Pate
September 1, 2009
September 1, 2010
September 1, 2011
September 1, 2012
September 1, 2013
September 1, 2014
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Amount
$280,000
300,000
320,000
340,000
370,000
880,000
C. Defeasance. 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 their 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 or Reserve Fund for the payment of the principal
of and interest on the Bonds so provided for, and such Bonds and
interest accrued thereon shall then cease to be entitled to any
lien, benefit, or security of this Ordinance, except the right to
receive the funds so set aside and pledged, and such Bonds and
interest accrued thereon shall no longer be deemed to be
outstanding hereunder.
Section 8: CHARGES AND RATE COVENANT
The City has established, may from time to time revise, and
shall maintain and collect water rates and charges for furnishing
the services of the System to its customers, which rates and
charges are, and shall continue to be, uniform as to all persons or
properties which are of the same class, which rates and charges
shall be collected from the users thereof.
The City hereby covenants and agrees with the Registered
Owners and Beneficial Owners that it will establish, revise as
necessary, maintain, and collect charges sufficient, together with
other revenues received, after taking into consideration
anticipated delinquencies, to provide Net Revenues for each fiscal
year equal to not less than 1.20 times the required annual debt
service payments on the Bonds and any Additional Bonds then
outstanding. The City further covenants that the Revenue of the
System will at all times be sufficient to, pay Operation and
Maintenance Expenses, to make all payments required to be made on
account of the Bonds and any Additional Bonds as and when the same
shall become due and payable, to make when due all payments which
the City is obligated to make into the Reserve Fund and all other
payments which the City is obligated to make pursuant to this
Ordinance, and to pay all governmental charges lawfully imposed on
the System and all other amounts which the City may now be or
hereafter become obligated to pay form the Revenue of the System.
Section 9: PLEDGE OF REVENUES
The Net. Revenues of the System are hereby pledged for the
payment of the Bonds and any Additional Bonds and shall be used and
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applied in the order of priority provided in Section 11 of this
Ordinance.
Section 10: THE CAPITAL IMPROVEMENT FUND
There is hereby created a special fund and account known as
the "City of McCall Water Project Capital Improvement Fund" (the
"Capital Improvement Fund"), which should be held by the Bond
Registrar as trustee, into which shall be deposited all of the
proceeds of the sale of the Bonds (except any proceeds required to
be deposited into the Reserve Fund, and except for accrued interest
on the Bonds, which shall be deposited into the Bond Fund), to be
used and applied solely for the payment of the Cost of the Project,
including the costs of issuance of the Bonds and the payment of the
principal of and interest on all outstanding bond anticipation
notes or other interim financing, if any. Moneys in the
Construction Fund shall be invested by the Bond Registrar, at the
direction of the City, in lawful investments until needed for
payment of the Costs of the Project. Any interest earnings on
moneys invested from the Capital Improvement Fund shall remain in
and be used for the purposes of the Capital Improvement Fund. The
City's share of any liquidated damages or other moneys paid by
defaulting contractors or their sureties will be deposited into
said Capital Improvement Fund to assure the completion of the
Project.
The Bond Registrar shall make disbursements from the
Construction Fund at the direction of the City by written
requisition, in form acceptable to the Bond Registrar, signed by
the Mayor, City Manager, or other officer authorized by the City
Council of the City, showing that such disbursement will be used to
pay the Costs of the Project.
When the Project has been completed and all costs related
thereto have been paid in full, any balance remaining in the
Capital Improvement Fund shall be deposited into the Bond Fund
described in Section 12 of this Ordinance.
Section 11: THE REVENUE FUND
There is hereby created a fund known as the "City of McCall
Water Revenue Fund" (the "Revenue Fund"), which shall be maintained
by the Treasurer and into which the Revenue of the System shall be
deposited forthwith upon its receipt.
A. Use of Revenues. The Revenue of the System shall be used
for the payment of the following obligations in the following order
of priority:
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(1) First Charge and Lien: The costs of Operation and
Maintenance Expenses.
(2) Second Charge and Lien: The principal of and
interest on the Bonds and any Additional Bonds by payment into
the Bond Fund, as provided in Section 12 of this Ordinance.
(3) Third Charge and Lien: To maintain the Debt Service
Reserve Fund, and to provide for any deficiency in the Reserve
Fund; and
(4) To administer surplus funds.
B. Interest Earnings. Interest earnings on deposits in the
Revenue Fund shall remain in and be used for the purposes of the
Revenue Fund.
C. Surplus Funds. Funds remaining in the Revenue Fund after
having been applied to designated funds for the purposes provided
in this section shall constitute surplus funds and may be used for
the purposes set forth in Section 14 of this Ordinance.
Section 12: THE BOND FUND
There is hereby created a special fund to be known as the
"City of McCall Water Revenue Bond Fund" (the "Bond Fund"), into
which shall be deposited, from Net Revenues, the following
described revenues:
A. Not later than five (5) days prior to any interest, or
principal and interest, payment date, the Treasurer shall withdraw
from the Revenue Fund and transfer to and deposit in the Bond Fund
an amount necessary to pay the next maturing installment of
interest, or principal and interest, as the case may be, on the
Bonds.
B. If the City for any reason shall failto make such
required deposit from the Revenue Fund, then an amount equal to the
deficiency shall be deposited into the Bond Fund out of the Reserve
Fund.
C. On the fifth business day immediately preceding each
maturity date or interest payment date of the Bonds, the Treasurer
shall pay out of the Bond Fund, to the Bond Registrar, the amount
required for the interest, or principal and interest, as the case
may be, payable on such due date. From the amounts so paid into
the Bond Fund, the Bond Registrar shall pay (i) on or before each
interest payment date for any of the Bonds the amount required for
Page 15
the interest payable on such date; and (ii) on or before any
redemption date for the Bonds, the amount required for the payment
of principal of and interest on the Bonds then to be redeemed.
D. Interest earnings on deposits in the Bond Fund shall
remain in the Bond Fund to be used for the purposes of the Bond
Fund.
Section 13: DEBT SERVICE RESERVE FUND
A. Deposits. There is hereby created a separate fund, to be
known as the "City of McCall Water Revenue Bonds Debt Service
Reserve Fund" (the "Reserve Fund"), which shall be maintained by
the Treasurer. Simultaneously with the issuance of the Bonds,
there shall be transferred from the proceeds of the Bonds to the
Reserve Fund the lesser of (i) the maximum annual debt service on
the Bonds or (ii) 1250 of the average annual debt service on the
Bonds, not to exceed 100 of the proceeds of the Bonds as provided
in Section 148(d) of the Internal Revenue Code of 1986 (the
"Reserve Requirement"), which sum shall be maintained as a debt
service reserve fund for the Bonds until the Bonds have been paid
in full. Moneys in the Reserve Fund may be applied by the City to
the payment of the final maturity of principal of and interest on
the Bonds. So long as the amount on deposit in the Reserve Fund
equals the Reserve Requirement, earnings on amounts in the Reserve
Fund shall be deposited as received into the Revenue Fund. In no
event shall the amount accumulated in the Reserve Fund exceed the
Reserve Requirement.
B. Deficiencies or Withdrawals. Whenever any moneys are
withdrawn from the Reserve Fund to pay the principal of or interest
on the Bonds, or if a deficiency exists in such Fund, the amount so
withdrawn or the amount of such deficiency shall be restored within
five (5) years from the date the withdrawal or deficiency occurs by
equal monthly deposits from Net Revenues until there has been
restored therein the gross amount provided heretofore in
subdivision A of this Section.
C. Refunding In the event Refunding Bonds are ever issued,
the amount set aside into the Reserve Fund to secure the payment of
the Bonds may be used to retire bonds or may be held in the Reserve
Fund to secure payment of the refunding bonds issued, to refund the
outstanding refunding bonds, or may be held in the Reserve Fund to
secure the payment of any other issue or series of bonds payable
out of the Bond Fund and issued on a parity with the Bonds.
D. Investments. A11 moneys in the Reserve Fund may be kept
in cash or deposited in institutions permitted by law in an amount
Page 16
in each institution not greater than the amount insured by any
department or agency of the United States Government, or may be
invested and reinvested in any legal investment permitted for City
moneys maturing not later than two years from the date of such
investment and in any event not later than the last maturity date
of any outstanding Bonds. Interest earned on any such investment
shall be deposited, directly as earned, into the Bond Fund.
E. Reserve Equivalent. The City may, at its option, if
additional funds are needed for completion of the Project, withdraw
the funds within the Reserve Fund and substitute therefor an
insurance policy or letter of credit issued by a municipal bond
insurance company or a commercial bank having a long-term debt
credit rating, at the time the insurance policy or letter of credit
is issued, in one of the two highest rating categories of Moody's
Investors Service, Inc., or Standard and Poor's Corporation, in
which the insurance company or commercial bank agrees
unconditionally to provide the City with funds in an amount which
equals the Reserve Fund requirement specified in Paragraph A
hereinabove.
Section 14: SURPLUS FUNDS
Funds remaining in the Revenue Fund after having been applied
to or designated funds for the purposes provided in Section 11A of
this Ordinance shall constitute surplus funds and may be used for
any of the following purposes:
A. To pay the costs of unusual or extraordinary maintenance
of or repair.to the System;
B. To pay the principal of and interest on any subordinate
lien obligations which may have been issued to provide water.
facilities in or for the City;
C. To improve, extend, enlarge, or replace any water
facilities;
D. To acquire or construct additional water facilities in or
for the City;
E. To call or redeem prior to their fixed dates of maturity
any Bonds, parity bonds, or subordinate lien obligations issued to
provide water facilities for the City; and
F. For any other lawful purpose.
Page 17
Section 15• ADDITIONAL BONDS OR OTHER OBLIGATIONS
A. Limitation Upon Issuance of Parity Obligations. Nothing
contained in this Ordinance shall be construed in such a manner as
to prevent the issuance by the City of additional bonds or other
additional obligations payable from the Net Revenues on a parity
with, but neither prior nor superior to, the lien of the Bonds
herein authorized; provided, however, that before any such
additional parity bonds or other additional parity obligations are
authorized or actually issued:
(1) The City is not, and has not been, in default as to
any payments required by the provisions of this Ordinance for
a period of not less than twelve (12) months immediately
preceding the issuance of such additional parity bonds or
other additional parity obligations, and there is no
deficiency in the Bond Fund or Reserve Fund.
(2) The principal of and interest on the Additional
Bonds shall be payable from the Bond Fund and further secured
by the Reserve Fund, the Reserve Requirement for which shall
be increased in proportion to the principal amount of the
Additional Bonds being issued.
(3) Prior to the delivery of any Additional Bonds, the
City shall have on file at the office of the City Clerk a
certificate of a licensed professional engineer, who may be
the City Engineer, or a certificate of an independent
certified public accountant, dated prior to the authorization
of such Additional Bonds, showing that the Estimated Net
Revenues, determined and adjusted as hereafter provided, for
each fiscal year after the issuance of such Additional Bonds,
will equal at least 1.20 times the amount required in any such
year for the payment of the principal of and interest on the
Bonds and any Additional Bonds then outstanding, plus the
Additional Bonds proposed to be issued.
(4) In determining Estimated Net Revenues, the Net
Revenues for the past twelve (12) consecutive months
immediately preceding the year of the proposed Additional
Bonds shall be adjusted by such engineer or accountant to take
into consideration changes in Net Revenues estimated to occur
under one or more of the following conditions for each year
after delivery of the Additional Bonds for so long as any
Bonds and Additional Bonds, including the Additional Bonds to
be issued, shall be outstanding.
Page 18
a. any increase or decrease in Net Revenues which
would result if any change in rates or charges
adopted prior to the date of such certificate and
subsequent to the beginning of such twelve (12)
month period had been in force during the full
twelve (12) month period;
b. any increase or decrease in Net Revenues estimated
by such engineer or accountant to result from any
additions, betterments, and improvements to and
extension of any facilities of the System which (i)
become fully operational during such twelve (12)
month period, (ii) were under construction at the
time of such certificate, or (iii) will be
constructed from the proceeds of the Additional
Bonds to be issued; and/or
c. the additional Net Revenue which would have been
received if any customers added to the System prior
to the date of such certificate and subsequent to
the beginning of such twelve (12) month period were
customers for the entire period.
Such engineer or accountant shall base his or her certificate upon,
and his certificate shall have attached thereto, audited financial
statements of the water System (unless such an audit is not
available within such twelve-month period) showing income and
expenses for the period upon which the same is based.
B. Parity Bonds to Complete Project. In the event that the
proceeds of the Bonds provided for in this Ordinance are
insufficient to complete the Project, then parity bonds or other
obligations may be issued to complete the Project, and the
restrictions set forth in this Section pertaining to the issuance
of parity bonds shall not apply. The City expressly reserves the
right to issue Additional Bonds to the extent authorized at the
special bond election held and conducted on August 31, 1993,
without compliance with the requirements of Section 15A of this
Ordinance.
C. Subordinate Lien Bonds. No provision of this Ordinance or
of any instrument appertaining thereto shall be deemed to limit or
restrict the power of the City to issue bonds, notes or warrants,
or to make pledges of the revenues which shall be subordinate as to
the lien of the Bonds and which shall provide for compliance with
the current provisions hereof prior to the application of any funds
to said subordinate purpose.
Page 19
D. Refunding. The restrictions with respect to the issuance
of parity obligations shall not apply if such additional parity
bonds proposed to be issued are for the sole purpose of refunding
outstanding water revenue bonds.
Section 15: INVESTMENTS
Surplus funds in any of the Funds set forth in this Ordinance
may be invested as permitted by law.
Section 16: GENERAL COVENANTS
For the protection and security of the Bonds, it is covenanted
and agreed to and with the Registered Owners of the Bonds from time
to time, that the City will perform the following covenants:
A. Complete Project. It will complete the construction of
the Project with all practical dispatch and in a sound and
economical manner.
B. Operate System. It will operate the System in an
efficient and economical manner and prescribe, revise, and collect
such charges in connection therewith so that the services,
facilities, and properties of the System may be furnished at the
lowest possible cost consistent with sound economy and prudent
management.
C. Good Repair. It will operate, maintain, preserve, and
keep the System and every part hereof in good repair, working
order, and condition.
D. Preserve Security. It will preserve and protect the
security of the Bonds and the rights of the Registered Owners
thereof.
E. Collect Revenues. It will collect and hold in trust the
revenues and other funds pledged to the payment of the Bonds and
apply such revenue or other funds only as provided in this
Ordinance.
F. Service Bonds. It will pay and cause to be paid
punctually the principal of the Bonds and the interest thereon on
the date or dates and at the place or places and in the manner
mentioned in the Bonds, and in accordance with this Ordinance.
G. Pay Claims. It will pay and discharge any and all lawful
claims for labor, materials, and supplies which, if unpaid, might
by law become a lien or charge upon the Revenue of the System, or
Page 20
any part of said Revenue of the System, or any funds in the hands
of the Treasurer, prior or superior to the lien of the Bonds or
which might impair the security of the Bonds, to the end that the
priority and security of the Bonds shall be fully preserved and
protected.
H. Encumbrances. It will not mortgage or otherwise
encumber, sell, lease, or dispose of the System or any part
thereof, nor enter into any lease or agreement which would impair
or impede the operation of the System or any part thereof necessary
to secure adequate revenues for the payment of the principal of and
interest on the Bonds, nor which would otherwise impair or impede
the rights of the Registered Owners of the Bonds with respect to
such revenues of the operation of the System without provisions for
the retirement of the Bonds then outstanding from the proceeds
thereof.
I. Insurance. It will procure and keep in force insurance
upon all buildings and structures of the System and the machinery
and equipment therein, which are usually insured by entities
operating like property, in good and responsible insurance
companies. The amount of the insurance shall be such as may be
required to adequately protect it and the Registered Owner of the
Bonds from loss due to any casualty, and in the event of any such
loss, the proceeds shall be used to repair or restore the System or
for the payment of the Bonds issued under this Ordinance.
J. Fidelity Bonds. It will procure suitable fidelity bonds
covering all of its officers and other employees charged with the
operation of the System and the collection and disbursement of
revenues therefrom.
K. Engineers. It will employ consulting engineers of
acknowledged reputation, skill, and experience in the improvement
and operation of the System for any unusual or extraordinary items
of maintenance, repair, or betterments as shall be required from
time to time, all reports, estimates, and recommendations of such
consulting engineers to be filed with the Clerk and furnished to
the Registered Owners of the Bonds issued hereunder, upon request.
L. Accounts. It will keep proper and separate accounts and
records in which complete and separate entries shall be made of all
transactions relating to the System, and it will furnish complete
operating and income statements upon request.
M. Delinquencies. It will not furnish water service to any
customer whatsoever free of charge, and it shall not later than
sixty (60) days after an account becomes delinquent, take such
Page 21
legal action as may be reasonable to enforce collection of any
collectible delinquent account.
Section 17: SPECIAL COVENANTS
The City further covenants and agrees:
F.
A. In accordance with Section 149(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), the Bonds, and any serial
bonds to which they may be converted, shall be issued and remain in
fully registered form in order that interest thereon be excluded
from gross income of the owner or owners for federal income tax
purposes. The City covenants and agrees that it will take no
action to permit the Bonds, or any serial bond to which they may be
converted, to be issued in or converted to bearer or coupon form.
B. The Bonds are qualified tax-exempt obligations within the
meaning and for the purposes of Section 265 (b) (3) of the Code, and
the City does not reasonably anticipate that it will designate more
than $10,000,000, including the Bonds, as qualified tax-exempt
obligations during the calendar year 1994.
C. None of the proceeds of the Bonds will be used directly
or indirectly (i) to make or finance loans to persons or (ii) in
any tradeorbusiness carried on by any person (other than use as
a member of the general public). For purposes of the preceding
sentence, the term "person" does not include a government unit
other than the United States or any agency or instrumentality
thereof, and the term "trade or business" means any activity
carried on by a person other than a natural person. The City
further covenants and agrees to take no action which would cause.
the Bonds to be "private activity bonds," nor will it omit to take
any action necessary to prevent the Bonds from becoming "private
activity bonds," within the meaning of Section 141 of the Code.
D. The Mayor, Clerk,and Treasurer, and other appropriate
officials'of the City, or any one or more of such officials, as may
be appropriate, are each hereby authorized and directed to execute,
on behalf of the City, such certificate or 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 Treasury
Regulations promulgated thereunder, and to establish that interest
on the Bonds is not and will not become includable in the gross
income of the owners of the Bonds under the Code and applicable
regulations. The City covenants and agrees that no use will be
made of the proceeds of the Bonds, or any funds of the City which
may, pursuant to Section 148 of the Code and applicable
regulations, be deemed to be proceeds of the Bonds, which would
Page 22
cause the Bonds to be "arbitrage bonds" within the meaning of
Section 148 of the Code. The City further covenants to comply
throughout the term of the Bonds with the requirements of Section
148 of the Code andthe regulations promulgated thereunder in order
to prevent the Bonds from becoming "arbitrage bonds."
E. For the purpose of complying with Section 148(f) of the
Code, there is hereby created a special fund and account to be
known as the "Rebate Fund," to be held and administered by the
Treasurer. The City shall make deposits into the Rebate Fund, from
any lawfully available funds of the City, in such amounts, if any,
as may be required to make payments of rebateable arbitrage. In
the event that the payment of rebateable arbitrage shall be
required, the City shall make payments of rebateable arbitrage in
the times and manner specified in the Tax Certificate executed by
the City in conjunction with the delivery of the Bonds.
F. The City will comply with the information reporting
requirements of Section 149(e) of the Code.
G. None of the proceeds of the Bonds will be used to
reimburse the City for capital expenditures made prior to the date
of delivery of the Bonds unless the City, not later than 60 days
after the payment of such expenditure, shall have adopted an
official intent resolution as provided by Section 1.150-2 of the
Treasury Regulations.
Section 18: SALE OF BONDS
The sale of the Bonds to, and the execution of a bond purchase
agreement for the purchase of the Bonds by, Seattle -Northwest
Securities Corporation, are hereby approved, and the Mayor and. City
Clerk are authorized to execute said contract on behalf of the
City. Said bond purchase agreement shall be substantially in the
form annexed hereto as Exhibit "E."
Section 19: AMENDMENTS
A. The City from time to time and at any time may adopt an
ordinance or ordinances supplemental hereto, which ordinance or
ordinances thereafter shall become a part of this Ordinance, for
any one or more of all of the following purposes:
(1) To add to the covenants and agreements of the City
in this Ordinance, other covenants and agreements thereafter
to be observed, which shall not adversely affect the interest
of the Registered Owners of the Bonds, or to surrender any
right or power herein reserved.
Page 23
(2) To make such provisions for the purpose of curing
any ambiguities or of curing, correcting, or supplementing any
defective provisions contained in this Ordinance, or any
ordinance authorizing future bonds in regard to matters or
questions arising under such ordinances•as the Council may
deem necessary or desirable and not inconsistent with such
ordinances and which shall not adversely affect, in any
material respect, the interest of the Registered Owners of the
Bonds.
Any such supplemental ordinance may be adopted without
the consent of the Registered Owners of the Bonds at any time
outstanding, notwithstanding any of the provisions of
subsection B of this Section.
B. With the consent of the Registered Owners of not less
than 75% in aggregate principal amount of the Bonds at the time
outstanding, the Council may adopt an ordinance or ordinances
supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this
Ordinance or of any supplemental ordinance; provided, however, that
no such supplemental ordinance shall:
(1) Extend the fixed maturities of the Bonds, or reduce
the rate of interest thereon, or extend the time of payments
of interest from their due date, or reduce the amount of the
principal thereof, or reduce any premium payable on the
redemption thereof, if applicable, without the consent of the
Registered Owners of the Bonds so affected; or
(2) Reduce the aforesaid percentage of the Registered
Owners required to approve any such supplemental ordinance,
without the consent of the Registered Owners of the Bonds then
outstanding.
It shall not be necessary for the consent of the Registered Owners
under this subsection B to approve the particular form of any
proposed supplemental ordinance, but it shall be sufficient if such
consent shall approve the substance thereof.
C. Upon the adoption of any supplemental ordinance pursuant
to the provisions of this Section, this Ordinance shall be deemed
to be modified and amended in accordance therewith, and the
respective rights, duties, and obligations of the City under this
Ordinance and the Registered Owners of the Bonds outstanding
hereunder shall thereafter be determined, exercised, and enforced
thereunder, subject in all respects to such modification and
amendments, and all terms and conditions of any such supplemental
Page 24
ordinance shall be deemed to be part of the terms and conditions of
this Ordinance for any and all purposes.
D. Any Bonds executed and delivered after the execution of
any supplemental ordinance adopted pursuant to the provisions of
this Section may have a notation as to any matter provided for in
such supplemental ordinance, and if such supplemental ordinance
shall so provide, new bonds so modified as to conform, in the
opinion of the Council, to any modification of this Ordinance
contained in any such supplemental ordinance, may be prepared and
delivered without cost to the Registered Owners of any affected
Bonds then outstanding, upon surrender for cancellation of such
Bonds.
Section 20: VALIDITY OF ISSUANCE
The Bonds are issued pursuant to the Idaho Revenue Bond Act,
being Idaho Code Sections 50-1027 through 50-1042. This recital is
conclusive evidence of the validity of the Bonds and the regularity
of their issuance.
Section 21: REGISTERED OWNERS REMEDIES - RECEIVER
By action or suit in equity, the Registered Owners or
subsequent owners of the Bonds may, in the event of a material
violation of any of the foregoing covenants, cause the appointment
of a receiver, which receiver may enter and take possession of the
System and any Net Revenues for the payment of the Bonds, prescribe
fees to be derived from the System, and collect, receive, and apply
all Net Revenues of other moneys pledged for the payment of the
Bonds in the same manner as the City might do in accordance with
the obligations of the City.
Section 22: ORDINANCE A CONTRACT
The provisions of this Ordinance shall constitute a contract
between the City and the Registered Owners and Beneficial Owners so
long as the Bonds hereby authorized remain unpaid.
Section 23: DETERMINATION
The Council does hereby find, determine, and declare that it
is essential to the public interest, welfare, and convenience of
the City and the inhabitants thereof to undertake the Project and
to construct the improvements, with said Project being paid for in
part by the issuance of the Bonds in conformity with the Idaho
Code.
Page 25
Section 24: SEVERABILITY
If any one or more of the covenants or agreements provided in
this Ordinance to be performed on the part of the City shall be
declared by any court of competent jurisdiction to be contrary to
law, then such covenant or covenants, agreement or agreements,
shall be null and void and shall be deemed separable from the
remaining covenants and agreements in this Ordinance and shall in
no way affect the validity of the other provisions of this
Ordinance or of the Bonds.
Section 25: REPEALER
All prior ordinances inconsistent herewith are to the extent
of such inconsistency, hereby repealed and shall, to the extent of
such inconsistency, have no further force or effect.
Section 26: BOND ANTICIPATION NOTES
Pending the issuance and sale of the Bonds, the City may, by
resolution, authorize the issuance and sale of bond anticipation
notes in an aggregate amount which, together with interest to
accrue thereon prior to issuance and sale of the Bonds, shall not
exceed $5,000,000, to provide funds to pay the costs of construc-
tion and installation of the Project. Such bond anticipation
notes, together with interest accrued thereon, shall be payable
from the proceeds of the sale of the Bonds.
Section 27: FURTHER AUTHORIZATION
The Mayor, Clerk, and Treasurer, or any one of such officers,
as may be appropriate, are hereby authorized to execute, on behalf
of the City, all such additional certificates and other documents
as may be necessary or appropriate to effect the sale and delivery
of the Bonds in accordance with this Ordinance.
Section 28: PUBLICATION
This Ordinance, or a summary thereof in compliance with
Section 50-901A, Idaho Code, substantially in the form annexed
hereto as Exhibit "D," shall be published once in the official
newspaper of the City, and shall take effect immediately upon its
passage, approval, and publication.
Page 26
DATED this 25th day of August, 1994.
CITY OF MCCALL
Valley County, Idaho
By
ATTEST:
( S E A L )
Page 27
Mayor
4tAk0 A.D
[Form of 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
COUNTY OF VALLEY
CITY OF MCCALL WATER REVENUE BOND,
SERIES 1994
The CITY OF MCCALL, Valley County, Idaho (the "City"), for
value received, promises to pay from the "City of McCall Water
Revenue Bond Fund" (the "Bond Fund"), created by Ordinance No. 669,
adopted on August 25, 1994 (the "Bond Ordinance"), to CEDE & CO. or
registered assigns, on September 1, , the principal sum of
DOLLARS
and to pay interest thereon from the aforesaid Bond Fund from
September 1, 1994, or the most recent date to which interest has
been paid or duly provided for, at the rate of
percent ( %) per annum, payable on March 1, 1995, and semi-
annually on each September first and March first 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 7 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.
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 $5,000,000 in principal amount. The Bonds are issued
pursuant to and in full compliance with the Constitution and
statutes of the State of Idaho, particularly Sections 50-1027
through 50-1042, Idaho Code, and proceedings duly adopted and
authorized by the City Council of the City acting for and on behalf
of the City, more particularly the Bond Ordinance, and also
pursuant .to the legal authorization of a special election duly
noticed, held, and conducted within said City on August 31, 1993.
Bonds maturing. on or before September 1, 2006, 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 September 1, 2007, on any interest payment date on or after
September 1, 2006, in whole or in part, at the discretion of the
City (and by lot selected by the Bond Registrar within a maturity),
at par plus accrued interest to the redemption date.
The Bonds maturing on September 1, 2008, and September 1,
2014, are term Bonds and are subject to mandatory redemption and
retirement prior to maturity, in part, by lot in such manner as the
Bond Registrar shall determine, at a redemption price equal to 1000
of the principal amount of the Bonds being redeemed, together with
accrued interest to the date of redemption, from Mandatory
Redemption Amounts deposited into the Bond Fund. The amounts and
due dates of the Mandatory Redemption Amounts for Bonds maturing on
September 1, 2008, are as follows:
Page 2 - EXHIBIT "A"
Mandatory Mandatory Redemption
Redemption Date Amount
September 1, 2006
September 1, 2007
September 1, 2008*
*Maturity
$235,000
250,000
265,000
The amounts and due dates of the Mandatory Redemption Amounts
for Bonds maturing on September 1, 2014, are as follows:
Mandatory
Redemption Date
September 1, 2009
September 1, 2010
September 1, 2011
September 1, 2012
September 1, 2013
September 1, 2014*
*Maturity
Mandatory Redemption
Amount
$280,000
300,000
320,000
340,000
370,000
880,000
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 forty-five 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.
Page 3 - EXHIBIT "A"
This Bond and the Bonds of this issue are issued for the
purpose ofproviding funds to pay the costs of capital improvements
to the sanitary sewage collection and treatment facilities of the
City, as more fully described in the Bond Ordinance.
This Bond creates a first lien and charge upon the net
Revenues of the System (as said terms are defined in the Bond
Ordinance), and any additional bonds or other obligations which may
hereafter be issued on a parity with the Bonds of this issue in
accordance with the provisions of the Bond Ordinance, and superior
to all other charges of any kind or nature. This Bond is a limited
obligation of the City and is payable as to principal and interest
solely from a special fund created by the Bond Ordinance and
designated "City of McCall Water Revenue Bond Fund" (the "Bond
Fund"). For a more particular description of said Bond Fund, the
revenues to be deposited therein, and the nature and extent of the
security afforded thereby, reference is made to the provisions of
the Bond Ordinance pursuant to which this Bond is issued, and such
Bond Fund will be maintained.
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.
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.
Page 4 - EXHIBIT "A"
IN WITNESS WHEREOF, the City of McCall, Valley County, Idaho,
has caused this Bond to be executed by the Mayor, countersigned by
its Treasurer, and attested by the its City Clerk, and the seal of
the City to be impressed hereon, as of this first day of September,
1994.
CITY OF MCCALL
Valley County, Idaho
(manual signature]
Mayor
COUNTERSIGNED:
fmanual signature]
Treasurer
ATTEST:
fmanual signature]
City Clerk
[ SEAL]
Page 5 - EXHIBIT "A"
CERTIFICATION OF AUTHENTICATION
Date of Authentication:
This Bond is one of the City of McCall Water Revenue Bonds, Series
1994, dated as of September 1, 1994, described in the Bond within -
mentioned Bond Ordinance.
WEST ONE BANK, IDAHO
as Bond Registrar
By:
Authorized Signature
Page 6 - 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 7 - EXHIBIT "A"
'BOOK -ENTRY -ONLY MUNICIPAL BONDS
Letter of Representations
City of McCall, Valley County, Idaho
[Name of Issuer]
West One Bank, Idaho, Boise, Idaho
[Name of Agent]
Attention: General Counsel's Office
The Depository Trust Company
55 Water Street; 49th Floor
New York, NY 10041-0099
August 25, 1994
(Date)
Re -City of McCall, Valley County, Idaho,
Water Revenue Bonds, Series 1994,
Principal Amount $5,000,000
(Issue Description)
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters relating to the
above -referenced issue .the "Bonds"). Agent will act as trustee, paling agent, fiscal agent, or other
agent of Issuer with respect to the Bonds. The Bonds Neill be issued pursuant to a trust indenture,
bond resolution, or other such document authorizing the issuance of the Bonds dated
August 25 1994 (the "Document") Seattle Northwest Securities Corporation
CUnderwriter"1
is distributing the Bonds through The Depository Trust Company ("DTC”).
To induce DTC to accept the Bonds as eligible for deposit at DTC, and to act in accordance
with its Rules with respect to the Bonds, Issuer and Agent, if any, make the following
representations to DTC:
CVUTO TT
1. Prior to closing on the Bonds on September 9 199 4 , there shall be deposited with
DTC one Bond certificate registered in the name of DTC's nominee, Cede & Co., for each stated
maturity of the Bonds in the face amounts set forth on Schedule A hereto, the total of which
•
represents 100% of the principal amount of such Bonds. 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 $150 million Bond certificate shall bear the following legend:
Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New fork 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 Bonds, 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. In the event of a full or partial redemption or an advance refunding of part of the outstanding
Bonds, Issuer or Agent shall send a notice to DTC specifying: (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established under the refunding; and
(c) the date such notice is to be mailed to beneficial owners or published (the "Publication Date").
Such notice shall be sent to DTC b‘ a secure means (e.g., legible telecopy, registered or certified
mail, overnight delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day- before the Publication Date.
Issuer or Agent shall forward such notice either in a separate secure transmission for each CUSIP
number or in a secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP submitted in that transmission. (The party sending such notice shall
have a method to verify subsequently the use of such means and the timeliness of such notice.) The
Publication Date shall be not less than 30 days nor more than 60 days prior to the redemption date
or, in the case of an advance refunding. the date that the proceeds are deposited in escrow.
4. In the event of an imitation to tender the Bonds. notice by Issuer or Agent to Bondholders
specifiing the terms of the tender and the Publication Date of such notice shall be sent to DTC by a
secure means in the manner set forth in the preceding Paragraph:
5. All notices and payment advices sent to DTC shall contain the CUSIP number of the Bonds.
6. Notices to DTC pursuant to Paragraph 2 by telecopy 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 a by mail or by
any other means shall be sent to:
Supenisor; Proxy
Reorganization Department
The Depository Trust Company
7 Hanover Square; 23rd Floor
New York, NY 10004-2695
7. Notices to DTC pursuant to Paragraph 3 by telecopy shall be sent to DTC's Call Notification
Department at (516) 2274164 or (516) 2274190. If the party. sending the notice does not receive a
telecopy receipt from DTC confirming that the notice has been received, such party shall telephone
(516) 2274070. Notices to DTC pursuant to Paragraph 3 by mail or by anv other means shall be
sent to:
Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, NY 11530-4719
8. Notices to DTC pursuant to Paragraph 4 and notices of other actions (including mandator..
tenders, exchanges, and capital changes) by telecopy shall be sent to DTC's Reorganization
Department at (212) 709-1093 or (212) 709-1094, and receipt of such notices shall be confirmed by
telephoning (212) 709-6884. Notices to DTC pursuant to the above by mail or by any other means
shall be sent to:
Manager; Reorganization Department
Reorganization Window
The Depository Trust Company
7 Hanover Square; 23rd Floor
New fork, NY 10004-2695
9. Transactions in the Bonds shall be eligible for next -day funds settlement in DTC's Next -Day
Funds Settlement ("NDFS") system.
A. Interest payments shall be received by Cede & Co., as nominee of DTC, or its registered
assigns in next -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. Absent any other existing arrangements such
payments shall be addressed as follows:
Manager; Cash Receipts
Dividend Department
The Depository Trust Company
7 Hanover Square; 24th Floor
New York, NY 10004-2695
B. Principal payments shall be received by Cede & Co., as nominee of DTC, or its registered
assigns in next -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., and shall be addressed as follows:
NDFS Redemption Department
The Depository- Trust Company
55 Water Street; 50th Floor
New fork, NY 10041-0099
10. 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 maybe sent.
11. In the event of a redemption, acceleration, or any other similar transaction (e.g., tender made
and accepted in response to Issuer's or Agent's imitation) necessitating a reduction in the aggregate
principal amount of Bonds outstanding or an advance refunding of part of the Bonds outstanding,
DTC, in its discretion: (a) may request Issuer or Agent to issue and authenticate a new Bond
certificate, or (b) may make an appropriate notation on the Bond certificate indicating the date and
amount of such reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment if required.
-3-
12. In the event that Issuer determines that beneficial owners of Bonds shall be able to obtain
certificated Bonds, Issuer or Agent shall notify DTC of the availability of Bond certificates. In such
event, Issuer or Agent shall issue, transfer, and exchange Bond certificates in appropriate amounts,
as required by DTC and others.
13. DTC may discontinue providing its services as securities depository with respect to the
Bonds 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 Bonds outstanding). Under such
circumstances. at DTC's request Issuer and Agent shall cooperate fully with DTC by taldng
appropriate action to make available one or more separate certificates evidencing Bonds to any
DTC Participant having Bonds credited to its DTC accounts.
14. 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 well as Issuer must sign this
Letter. If there is no Agent in signing this Letter Issuer
itself undertakes to perform all of the obligations set forth
herein.
B. Under Rules of the Municipal Securities Rulemaldng By -
Board relating to "good delivery", a municipal securities (Authorized Officer's Signature)
dealer must be able to determine the date that a notice of a
partial call or of an ach noe refunding of a part of an issue is West One Bank, Idaho
published (the "publication date"). 'The establishment of (Agent)
such a publication date is addressed in Paragraph 3 of the g
Letter.
C. Schedule B contains statements that DTC believes
accurately describe DTC. the method of effecting book -
entry transfers of securities distributed through DTC. and
certain related matters.
City of McCall, Idaho
Received and Accepted:
THE DEPOSITOR' TRUST COMPANY
By
,Authorized Officer)
CC: Underwriter
Underwriters Counsel
(Issuer)
By
(Authorized Officer's Signature)
CUM,
P
579358AA0
579358AB8
579358AC6
579358AD4
579358AE2
579358AF9
579358AG7
579358AH5
579358AJ1
579358AK8
579358AL6
579358AP7
579358AS1
SCHEDULE A
City of McCall, Valley County, Idaho,
Water Revenue Bonds, Series 1994
Principal Amount Maturity Date Interest Rate
$ 150,000 September 1, 1995 4.000%
100,000 September 1, 1996 4.250%
115,000 September 1, 1997 4.500%
130,000 September 1, 1998 4.750%
145,000 September 1, 1999 5.000%
155,000 September 1, 2000 5.200%
170,000 September 1, 2001 5.400%
180,000 September 1, 2002 5.600%
190,000 September 1, 2003 5.750%
205,000 September 1, 2004 5.900%
220,000 September 1, 2005 6.000%
750,000 September 1, 2008 6.250%
2,490,000 September 1, 2014 6.375%
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 Company ("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 & 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 principal
amount of [any] 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. DTC is a limited -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 pursuant 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 turn 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 will not receive certificates representing their ownership interests in Securities, except in
the event that use of the book -entry system for the Securities is discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Participants with DTC are registered in the name of
DTC's partnership nominee, Cede & Co. The deposit of Securities with DTC and their registration in the name of Cede
& Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Securities are
credited, which may or may not be the Beneficial Owners. The Participants will 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 will be governed by
arrangements among them, subject 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, DTC's 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 & Co. will consent or vote with respect to Securities. Under its usual procedures, DTC
mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede &
Co.'s consenting or voting rights 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 Securities will be made to DTC. DTC's practice is to credit Direct
Participants' accounts on payable date in accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive payment on payable date. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is the case with securities 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 DTC, 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.
[9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its
Participant, to the [Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct
Participant to transfer the Participant's interest in the Securities, on DTC's records, to the [Tender/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 DTC and DTC's book -entry system has been obtained from sources
that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof.
[Form of Certificated Bond]
[Face of Bond]
UNITED STATES OF AMERICA
STATE OF IDAHO
COUNTY OF VALLEY
CITY OF MCCALL WATER REVENUE BOND,
SERIES 1994
Number
R-
See Reverse Side for
Additional Provisions
INTEREST RATE:
Registered Owner:
Dollars
MATURITY DATE: DATED DATE: CUSIP:
September 1, 1994
Principal Amount: DOLLARS
THE CITY OF McCALL, Valley County, Idaho (the "City"), for
value received, promises to pay from the "City of McCall Water
Revenue Bond Fund" (the "Bond Fund") created by Ordinance No. 669,
adopted on August 25, 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
September 1, 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 March 1, 1995, and semiannually on each September
1 and March 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
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
Page 1 - EXHIBIT "C"
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.
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 City
Clerk, and a facsimile of the seal of the City to be imprinted
hereon, as of this first day of September, 1994.
CITY OF MCCALL
Valley County, Idaho
[facsimile signaturel
Mayor
COUNTERSIGNED:
(facsimile signaturel
Treasurer
ATTEST:
[facsimile signaturel
City Clerk
[FACSIMILE SEAL]
Page 2 - EXHIBIT "C"
CERTIFICATION OF AUTHENTICATION
Date of Authentication:
This Bond is one of the City of McCall Water Revenue Bonds, Series
1994, dated as of September 1, 1994, described in the Bond 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
numbers, denominations, rates of interest, and dates of maturity,
aggregating $5,000,000 in principal amount. The Bonds are issued
pursuant to and in full compliance with the Constitution and
statutes of the State of Idaho, particularly Sections 50-1027
through 50-1042, 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, and also
pursuant to the legal authorization of a special election duly
noticed, held, and conducted within said City on August 31, 1993.
The Bonds maturing on September 1, 2008, and September 1,
2014, are term Bonds and are subject to mandatory redemption and
retirement prior to maturity, in part, by lot in such manner as the
Bond Registrar shall determine, at a redemption price equal to 1000
of the principal amount of the Bonds being redeemed, together with
accrued interest to the date of redemption, from Mandatory
Redemption Amounts deposited into the Bond Fund. The amounts and
due dates of the Mandatory Redemption Amounts for Bonds maturing on
September 1, 2008, are as follows:
Page 3 - EXHIBIT "C"
Mandatory Mandatory Redemption
Redemption Date Amount
September 1, 2006
September 1, 2007
September 1, 2008*
*Maturity
$235,000
250,000
265,000
The amounts and due dates of the Mandatory Redemption Amounts
for Bonds maturing on September 1, 2014, are as follows:
Mandatory Mandatory Redemption
Redemption Date Amount
September 1, 2009
September 1, 2010
September 1, 2011
September 1, 2012
September 1, 2013
September 1, 2014*
*Maturity
$280,000
300,000
320,000
340,000
370,000
880,000
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 forty-five 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.
This Bond and the Bonds of this issue are issued for the
purpose of providing funds to pay the costs of capital improvements
Page 4 - EXHIBIT "C"
to the domestic water system of the City, as more fully described
in the Bond Ordinance.
This Bond creates a first lien and charge upon the net
Revenues of the System (as said terms are defined in the Bond
Ordinance), and any additional bonds or other obligations which may
hereafter be issued on a parity with the Bonds of this issue in
accordance with the provisions of the Bond Ordinance, and superior
to all other charges of any kind or nature. This Bond is a limited
obligation of the City and is payable as to principal and interest
solely from a special fund created by the Bond Ordinance and
designated "City of McCall Water Revenue Bond Fund" (the "Bond
Fund"). For a more particular description of said Bond Fund, the
revenues to be deposited therein, and the nature and extent of the
security afforded thereby, reference is made to the provisions of
the Bond Ordinance pursuant to which this Bond is issued, and such
Bond Fund will be maintained.
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
Page 5 - EXHIBIT "C"
was delivered to me on said date, and is a part of the permanent
records of the City of McCall, Idaho.
CITY OF MCCALL
Valley County, Idaho
[facsimile signaturel
Clerk
[ INSERT LEGAL OPINION OF MOORE & MCFADDEN, CHARTERED ]
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)
JT TEN
as joint tenants
with right of
survivorship and
not as tenants
in common
Additional abbreviations may also be used although not in the
above list.
Page 6 - EXHIBIT "C"
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 7 - EXHIBIT "C"
SUMMARY OF
ORDINANCE NO. 669
AN ORDINANCE OF THE CITY OF MCCALL, IDAHO, AUTHORIZING THE ISSUANCE
AND SALE OF WATER REVENUE BONDS, SERIES 1994, IN THE PRINCIPAL
AMOUNT OF $5,000,000; DESCRIBING SAID BONDS; SPECIFYING THE DATE,
FORM, MATURITIES, REGISTRATION, AND AUTHENTICATION OF SAID BONDS;
FIXING THE INTEREST RATES ON THE BONDS; PROVIDING FOR THE
COLLECTION AND DISPOSITION OF REVENUE; ESTABLISHING CERTAIN FUNDS
AND ACCOUNTS; AUTHORIZING THE SALE OF SAID BONDS; PROVIDING
COVENANTS; AND PROVIDING FOR OTHER MATTERS RELATING THERETO
A summary of the principal provisions of Ordinance No. 669 of
the City of McCall, Valley County, Idaho, adopted on August 25,
1994, is as follows:
Section 1: Defines the terms and phrases used in said
Ordinance.
Section 2: Describes the water system improvement project to
be constructed with the proceeds of the bonds authorized by said
Ordinance, and states that $5,000,000 of the cost thereof is to be
paid from the sale of water revenue bonds of the City authorized at
a special election held on August 31, 1993.
Section 3: Describes the City of McCall Water Revenue Bonds,
Series 1994 (the "Bonds"), and provides for the Book -Entry -Only
System for the Bonds.
Section 4: Provides for the place and manner of payment of
the Bonds.
Section 5: Provides for the manner and method of execution of
Certificated Bonds.
Section 6: Appoints West One Bank, Idaho, as Bond Registrar,
and describes the system of registration of the Bonds.
Section 7: Provides for redemption and defeasance of the
Bonds.
Section 8: Provides for water rates and charges, and provides
that the City shall establish and collect rates and charges
sufficient to provide Net Revenues equal to not less than 1.20
times the annual debt service on the Bonds and any Additional
Bonds.
Page 1 - EXHIBIT "D"
Section 9: Pledges the Net Revenues of the domestic water
system for the payment of the Bonds and any Additional Bonds.
Section 10: Establishes the "City of McCall Water Project
Capital Improvement Fund."
Section 11: Establishes the "City of McCall Water Revenue
Fund."
Section 12: Establishes the "City of McCall Water Revenue
Bond Fund."
Section 13: Establishes the "City of McCall Water Revenue
Bonds Reserve Fund."
Section 14: Provides for the disposition of surplus funds.
Section 15: Establishes the conditions of and limitations on
the issuance of additional bonds or parity obligations.
Section 16: Provides certain general covenants of the City
with the registered owners of the Bonds.
Section 17: Provides certain special covenants of the City
with respect to the tax-exempt status of interest on the Bonds.
Section 18: Authorizes the sale of the Bonds to Seattle -
Northwest Securities Corporation.
Section 19: Provides for manner of amending this Ordinance
and provides that the City may adopt supplemental ordinances.
Section 20: Recites that the Bonds are issued pursuant to the
Idaho Revenue Bond Act.
Section 21: Provides for remedies in case of default.
Section 22: States that the Ordinance constitutes a contract
with the registered owners and beneficial owners of the Bonds.
Section 23: Declares that the project is essential to the
public interest, welfare, and convenience.
Section 24: Provides for severability.
Section 25: Repeals prior inconsistent ordinances, to the
extent of any inconsistency.
Page 2 - EXHIBIT "D"
Section 26: Provides for issuance of bond anticipation notes.
Section 27: Authorizes the Mayor, Clerk, and Treasurer to
execute any additional documents necessary to sell and deliver the
Bonds.
Section 28: Provides for the publication of the Ordinance or
a summary thereof and the effective date of the Ordinance.
The full text of Ordinance No. 669 is available at City Hall
and will be provided to any citizen upon personal request during
normal office hours.
DATED this 25th day of August, 1994.
CITY OF McCALL
Valley County, Idaho
Mayor
ATTEST:
City Clerk
( S E A L )
Page 3 - EXHIBIT "D"
* * * * * * * *
CERTIFICATION OF CITY ATTORNEY
I, the undersigned City Attorney for and legal advisor to the
City of McCall, Idaho, hereby certify that I have read the attached
summary of Ordinance No. 669 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 August, 1994.
Edward G. Burton
City Attorney
Page 4 - EXHIBIT °D"
*.111 Seattle
`_E2 Northwest
:-:12511= SECURRIES CORPORATM
of Idaho
802 W. BANNOCK, SUITE 1000
BOISE, IDAHO 83702
(208)344.8577
1.800-344-8577
FAX: (208) 345-9952
August 25, 1994
Mayor and Members of
the City Council
City of McCall
216 Park Street
McCall, Idaho 83638
Re: City of McCall, Valley County, Idaho
$5,000,000 Water Revenue 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 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 therein 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:
EXHIBIT "E"
City of McCall, Idaho
August 25, 1994
Page 2
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
its obligations under this Purchase Agreement, to have adopted the 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 Purchaser with a copy of its Preliminary
Official Statement dated August 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 the date of this
Purchase Agreement, 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:
City of McCall, Idaho
August 25, 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 sh211 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
August 25, 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 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 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
a reasonable and prudent person to investigate the accuracy of the
City of McCall, Idaho
August 25, 1994
Page 5
information contained in the Preliminary Official Statement or Official
Statement;
v. 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;
(3)
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;
(4) A certified copy of the Ordinance; and
(5)
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.
5. Seller will pay the cost of preparing, printing and executing the Bonds, if any, the fees
and disbursements of Bond Counsel, Paying Agent fees, Bond registration, 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.
f�1
c
APPENDIX A
CITY OF MC CALL, IDAHO
WATER REVENUE BONDS, SERIES 1994
DESCRIPTION OF THE BONDS
(a) Principal Amount: $5,000,000
(b) Purchase Price: $4,901,375 ($98.0275 per $100), representing an original issue discount
of $38,625 and an underwriter's discount of $60,000, plus accrued interest from
September 1, 1994 to September 9, 1994.
(c) Denominations: $5,000, or integral multiples thereof
(d) Form: Registered; Book -entry only
(e) Interest Payment Dates: March 1 and September 1; commencing March 1, 1995
(fl Maturity and Interest Rates: Bonds shall mature serially on September 1 of each year
and bear interest and yield as follows:
(g)
Sept. 1 Amounts Interest Rate
1995 $ 150,000 4.00%
1996 100,000 4.25
1997 115,000 4.50
1998 130,000 4.75
1999 145,000 5.00
2000 155,000 5.20
2001 170,000 5.40
2002 180,000 5.60
2003 190,000 5.75
2004 205,000 5.90
2005 220,000 6.00
2008 750,000 6.25
2014 2,490,000 6.375
Yi 1
4.00%
4.25
4.50
4.75
5.00
5.20
5.40
5.60
5.75
5.90
6.00
6.359
6.487
Optional Redemption: The Bonds maturing in years 1995 through 2005, inclusive, are
not subject to redemption prior to maturity. The Seller reserves the right to redeem and
call the term Bonds maturing on September 1, 2008 and September 1, 2014 on any
APPENDIX A - p. 1
(h)
(m)
interest payment date on or after September 1, 2006, in whole or in part, by lot within
a maturity, at a price of par plus accrued interest to the date of redemption.
Mandatory Redemption: The Bonds maturing on September 1, 2008 are subject to
mandatory redemption by the City on Setpember 1 of the years and in the amounts as
follows:
Year Amoun
2006 $235,000
2007 250,000
2008* 265.000
$750,000
*final maturity
The Bonds maturing on September 1, 2014 are subject to mandatory redemption by the
City on Setpember 1 of the years and in the amounts as follows:
Year Amount
2009 $ 280,000
2010 300,000
2011 320,000
2012 340,000
2013 370,000
2014* 880.000
$2,490,000
*final maturity
Dated Date: September 1, 1994
Offer Expires: August 25, 1994 at 10:00 p.m. MDT.
Bond Counsel: Moore & McFadden, Chartered
losin : At the offices of Moore & McFadden in Boise, Idaho, on September 9, 1994,
at 9:00 a.m. MDT.
Delivery: At the facilities of the Depository Trust Company, in New York, New York.
APPENDIX A - p. 2
SUMMARYOF
ORDINANCE NO. 669
AN ORDINANCE OF THE CITY OF McCALL, IDAHO, AUTHORIZING THE ISSUANCE
AND SALE OF WATER REVENUE BONDS, SERIES 1994, IN THE.PRINCIPAL
AMOUNT OF $5,000,000; DESCRIBING SAID,BONDS1,SPkIFYING THE DATE,
FORM, MATURITIES, REGISTRATION, AND AUTHENTICATION OF SAID BONDS;
FIXING THE INTEREST RATES ON THE' BONDS; PROVIDING FOR THE
COLLECTION AND DISPOSITIO14 OF REVENUE; ESTABLISHING CERTAIN FUNDS
AND ACCOUNTS; AUTHORIZING - THE, -SALE OF SAID. BONDS; PROVIDING
COVENANTS; AND PROVIDING FOR OTHER MATTERS RELATING tHERETO
A summary of the principal provisions of Ordinance No. 669 of
the City of McCall, Valley County, Idaho,. adopted.on August 25,
1994, is as followS:
Section 1: Defites the terms and phrases used in said
Ordinance.
Section 2: 'Describes the water system improvement project to
be constructed with the proceeds of the bonds authorized by" -said.
Ordinance, and states that $5,000,000 0f the cost thereof is to be
paid from the sale of water revenue bonds of,the City authorized at
a special election held on AuguSt,' 31, 1993.
Section 3: Describes the City of McCall Water Revenue Bonds,
Series 1994 (the "Bonds"), and provides for the Book -Entry -Only
System for the Bonds.
Section 4: Provides_ for the place and manner of paymeht of
the Bonds. -
Section 5: 'Provides for the manner and method of execution of
Certificated Bonds.
Section 6: -Appoints West One Bank, Idaho, as -Bond Registrar,
and describes the system of registration of the Bonds.
. _-
Section 7: Provides for: tedemptiOn and:defeasance of the
Bonds.
Section 8: Provides for water rates and charges, and provides
that the _City shali ' establish and collect rates and charges
sufficient to provide Net Revenues equal to not less than 1.20
times the annual debt .'service on the Bonds aild any Additional
Bonds.
Page 1
i�s
Section 9: Pledges the Net Revenues of the domestic water
system for the payment of the Bonds and any Additional Bonds.
Section 10: Establishes the "City of McCall Water Project
Capital Improvement Fund."
Section 11: Establishes the "City of McCall Water Revenue
Fund.
Section 12: Establishes the "City. of McCall Water Revenue
Bond Fund."
Section 13: Establishes the "City of McCall Water Revenue
Bonds Reserve Fund."
Section 14: Provides for the disposition of surplus funds.
Section 15: Establishes the conditions of .and limitations on
the issuance of additional bonds or parity obligations.
Section 16: Provides certain general covenants of the City
with the registered owners of the Bonds.
Section 17 Provides certain special covenants of the City
with respect to the tax-exempt status of interest on the Bonds.
Section 18: Authorizes the sale of the Bonds to Seattle -
Northwest Securities Corporation.
Section 19: Provides for manner of amending this. Ordinance:
and provides that the City may adopt supplemental ordinances.
Section 20': Recites that the Bonds are issued pursuant to the
Idaho Revenue Bond Act.
Section 21: Provides for remedies in case of default.
Section 22: States that the Ordinance constitutes a contract
with the registered owners and beneficial owners of the Bonds.
Section 23: Declares that the project
public interest, welfare, and convenience.
Section 24 Provides for severability.
is essential to the
Section 25: Repeals prior inconsistent ordinances, to the
extent of any inconsistency.
Page 2
r
Section 26: Provides for issuance of bond anticipation notes.
Section 27: Authorizes the Mayor, Clerk, and Treasurer to
execute any additional documents necessary to sell and deliver the
Bonds.
Section 28: Provides for the publication of the Ordinance or.
a summary thereof and the effective date of the Ordinance..
The full text of Ordinance No. 669 is available at City Hall
and will be provided to any citizen upon personal request during.
normal office hours.
DATED this 25th day of August, 1994.
( S E A L )
Page 3
CITY OF MCCALL
Valley County, Idaho
Qom.-- Ct�
� e�
Mayor
CERTIFICATION OF CITY ATTORNEY
I, the undersigned City Attorney for and legal advisor to the
City of McCall, Idaho, hereby certify that .I have read the attached
summary of Ordinance No . . 669 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 d of August, 1994.
Page 4
Edward G. Burton
City Attorney
City of McCall
Certificate of Recording Officer
State of Idaho )
County of Valley )
I, the undersigned, the duly appointed, qualified, City Clerk of the City of McCall, 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 the City of McCall, Idaho, and that I am the statutory custodian of all laws,
ordinances and resolutions of said City.
2. That the attached Ordinance No. 669 is a true and correct copy of an ordinance passed at a
regular meeting of the Council of the City of McCall held on August 25, 1994, 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 voted in the proper
manner and for the passage of said ordinance; and that all other requirements and proceeding's 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 30th day of August 1994.
James H. Henderson, City Clerk
Publisher's Affidavit of Publication
STATE OF IDAHO
.SS
County of Valley
I, Ramona A. French, 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 669, 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 September 1, 1994 and
ended September 1, 1994.
ub cribed and sworn be : r e this a 1st day of September, 1994.
STATE OF IDAHO
COUNTY OF VALLEY1.
On this 1st day of September, in the year of 1994, before me, a
Notary Public, personally appeared Ramona A. French, 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
acknowledged to me that she executed the same.
Tom Grote
Notary Public for Idaho
Residing at McCall, Idaho
Commission Expires: 1999
— _ SUMMARY OF --- _- -
ORDINANCE, NO. 669
AN ORDINANCE OF THE CITY OF
McCALL, IDAHO, AUTHORIZING THE
ISSUANCE AND SALE OF WATER REV-
ENUE BONDS, SERIES 1994, IN THE
PRINCIPAL AMOUNT OF $5,000,000; DE=
SCRIBING SAID BONDS; SPECIFYING
I THE DATE, FORM, MATURITIES, REGIS-
TRATION, AND AUTHENTICATION OF.
• SAID BONDS; FIXING THE INTEREST
RATES ON THE BONDS; PROVIDING
FOR THE COLLECTION AND DISPOSI-
TION .OF REVENUE; ESTABLISHING
CERTAIN FUNDS AND ACCOUNTS; AU-
THORIZING THE SALE OF SAID BONDS;
PROVIDING COVENANTS: AND PROVID-
ING FOR OTHER MATTERS RELATING
THERETO • •
I A summary of the principal provisions of
Ordinance No. 669 of the City of McCall,
Valley County, Idaho, adopted on August 25,
1994, is as follows:
Section 1: Defines the terms and phrases
used in said Ordinance. '
Section 2: Describes the water 'system
improvement project to be constructed with the
proceeds of the bonds authorized by said Ordi-
nance, and states that $5,000,000 of the ,cost
thereof is to be paid front the sale of water
revenue bonds of the City authorized at a spe-
cial election held on August 31., 1993.
Section 3: Describes; the City of McCall
1 Water Revenue Bonds, l Series 1994 (the
' "Bonds"), and provides for the Book -Entry -
Only System for the Bonds.
Section 4: Provides foi• the place and man-
ner of payment of the Bonds.
Section 5: Provides' for the manner and
method of execution of Certificated Bonds.
Section 6: Appoints West One Bank, Idaho,
as Bond Registrar, and describes the system of
registration of the Bonds.
Section 7: Provides for redemption and
defeasance of the Bonds..l
Section 8: Provides for water rates and
charges, and provides that the City shall -
establish and collect rates and charges ,
sufficient to provide Net Revenues equal to not
less than 1.20 times the annual 'debt service on
the Bonds and any Additional Bonds.
Section 9: Pledges the Net Revenues of the
domestic water system for the payment of the
Bonds and any Additional Bonds.
Section10: Establishes the"City of McCall
Water Project Capital Improvement Fund."
Section11: Establishes the"City of McCall
Water Revenue Fund."
Section 12: Establishes the"City of McCall
Water Revenue Bond Fund."
Section 13: Establishes the"City of McCall
_ Water Revenue Bonds Reserve Fund." __-
-Section 14TProvides Rik the disposition of
surplus funds.
Section 15: Establishes the conditions of
and limitations on the issuance of additional
bonds or parity obligations.
Section 16: Provides certain general cov-
enants of the City with the registered owners of
the Bonds.
Section 17: Provides certain special cov-
enants of the City with respect to the tax-exempt
f status of interest on the Bonds.
Section 18: Authorizes the sale of the
Bonds to Seattle Northwest Securities Corpo-
ration:
Section 19: Provides for manner ofamend-
ing this Ordinance and provides that the City
may adopt supplemental ordinances.
Section 20: Recites that the Bonds are
issued pursuant to the Idaho Revenue Bond •
Act.
Section 21: Provides for remedies in case
of default.
I Section 22: States that the Ordinance con-
stitutes a contract with the registered owners
and beneficial owners of the Bonds.
Section 23: Declares that the project is
essential to the public interest, welfare, and
convenience.
Section 24: Provides for severability.
Section 25: Repeals prior inconsistent
ordinances, to the extent of any inconsistency.
Section 26: Provides for issuance of bond
anticipation notes.
Section 27: Authorizes the Mayor, Clerk,
and Treasurer to execute any additional docu-
ments necessary to sell and deliver the Bonds.
Section 28: Provides for the publication of
the Ordinance or a summary thereof and the
effective date of the Ordinance.
The full text of Ordinance No. 669 is avail-
able at City Hall and will be provided to any
citizen upon personal request during normal
office hours.
DATED this 25th day of August, 1994.
CITY OF McCALL
Valley County, Idaho
Dean A. Martens, Mayor •
James Henderson, City Clerk
CERTIFICATION OF CITY ATTORNEY
I, the undersigned City Attorney for and
legal advisor to the City of McCall, Idaho,
- Ihereby certify that I have read the attached
summary of Ordinance No. 669 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 25th day of August, 1994. •
Edward G. Burton, City Attorney lt9/1
3