Ordinance - 2006 - 562 - Refinance Library Go Bond W/Idaho Bond Bank - 10/24/2006
ORDINANCE NO. 562
AN ORDINANCE OF THE CITY OF EAGLE, IDAHO, AUTHORIZING AND
PROVIDING FOR THE ISSUANCE OF A GENERAL OBLIGATION REFUNDING
BOND, SERIES 2006, IN A PRINCIPAL AMOUNT NOT TO EXCEED
$1,975,000, FOR THE PURPOSE OF REFUNDING A PORTION OF THE CITY'S
OUTSTANDING GENERAL OBLIGATION BONDS, SERIES 1998; DESCRIBING
THE BOND; PROVIDING FOR THE LEVY OF TAXES TO PAY THE PRINCIPAL
OF AND INTEREST ON THE BOND; ESTABLISHING FUNDS AND ACCOUNTS;
PROVIDING COVENANTS RELATING TO THE BOND; PROVIDING FOR THE SALE
OF THE BOND TO AND APPROVING A FORM OF LOAN AGREEMENT WITH THE
IDAHO BOND BANK AUTHORITY; PROVIDING FOR RELATED MATTERS; AND
PROVIDING AN EFFECTIVE DATE
WHEREAS, the City of Eagle, Ada County, Idaho (the "City"),
is a municipal corporation organized and operating under the
laws of the State of Idaho; and
WHEREAS, the City heretofore, on May 19, 1998, issued its
General Obligation Bonds, Series 1998 (the "Series 1998 Bonds"),
in the original aggregate principal amount of $2,850,000, the
principal amount of $1,975,000 of which remains outstanding; and
WHEREAS, the City is authorized by the Constitution and
laws of Idaho to issue refunding bonds to refund its outstanding
bonds whenever the Mayor and Council determine that a savings or
other beneficial public objective can be achieved thereby,
wi thout an approving vote of the electors of the City, and to
sell such refunding bonds at private sale; and
WHEREAS, Ordinance No. 320, pursuant to which the Series
1998 Bonds were issued, sold, and delivered, reserves the right
of the City to redeem the Series 1998 Bonds maturing on and
after August 1, 2007, on any interest payment date on or after
August 1, 2006, at a redemption price of par plus accrued
interest to the redemption date, and also reserves the right of
the City to defease the Series 1998 Bonds prior to maturity ln
the manner provided in Ordinance No. 320; and
WHEREAS, the Mayor and Council have determined that it is
in the best interests of the City and its taxpayers to refund
its Series 1998 Bonds maturing on and after August 1, 2007, in
order to achieve an interest rate saving and other beneficial
public objectives, and the Mayor and Council desire to issue the
refunding bonds of the City for such purpose; and
WHEREAS, the Idaho Bond Bank Authority (the "Authority") is
an independent body corporate and politic created and operating
pursuant to Title 67, Chapter 87, Idaho Code, as amended (the
"Act"), and the Authority is authorized by the Act to issue
bonds for the purpose of purchasing municipal bonds, including
bonds evidencing loans undertaken by municipalities for purposes
authorized by law; and
WHEREAS, Section 67-8722, Idaho Code, authorizes the sale
by the City of its general obligation refunding bonds to the
Authority at private sale and further authorizes the City to
enter into a loan agreement for such purpose, and the Council
has determined to issue its refunding obligations in the form of
a single, amortized general obligation refunding bond in an
aggregate principal amount not to exceed $1,975,000 to the
Authority.
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF
THE CITY OF EAGLE, IDAHO, as follows:
Section 1:
DEFINITIONS
As used in this Ordinance, the following words shall have
the following meanings:
Act means, collectively, Title 50, Chapter 10, Title 57,
Chapters 2, 5, and 9, and Title 67, Chapter 87, Idaho Code.
Authori ty means the Idaho Bond Bank
independent body corporate and politic created
pursuant to Title 67, Chapter 87, Idaho Code.
Authority, an
and operating
Bond means the "City of Eagle General Obligation
Bond, series 2006," herein authorized to be issued,
delivered in the form of a single, fully registered,
bond in a principal amount not to exceed $1,975,000.
Refunding
sold, and
amortized
Bond Fund means the Bond Fund established by Section 8 of
this Ordinance.
Bond
maintained
the owners
Register means
the names and
of the Bond.
the registration books on which are
addresses of the owners or nominees of
Bond Registrar means the
and authenticating and paying
Section 6 of this Ordinance.
bond registrar, transfer agent,
agent appointed and designated in
City means the City of Eagle, Ada County, Idaho.
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.
Code means the Internal Revenue Code of 1986, as amended.
Council means the City Council of the City.
Page 2
Escrow Agent means U.S. Bank National Association as escrow
agent under the Escrow Agreement.
Escrow Agreement means the Escrow Deposit Agreement between
the City and U.S. Bank National Association as Escrow Agent, as
authorized in Section 8 of this Ordinance.
Escrow Fund means the Escrow Fund established in the Escrow
Agreement.
Fiscal Year means the annual fiscal
currently commencing on October 1 of each
September 30 of the following year.
year
year
of
and
the City,
ending on
Interest Payment Date (s) means the payment date (s) on the
Bond set forth in the Loan Agreement.
Loan Agreement means the loan agreement between the
Authority and the City, substantially in the form which is
annexed hereto as Exhibit "0," and referred to and authorized in
Section 10 of the Ordinance.
Mayor means the Mayor of the City, or his/her successor In
functions, if any.
Ordinance means this Ordinance No. 562, adopted on October
24, 2006.
Registered Owner means the purchaser of the Bond and any
subsequent transferee or purchaser of the Bond.
Series 1998 Bonds means
Obligation Bonds, Series 1998,
principal amount of $2,850,000
adopted on March 24, 1998.
the City of Eagle
issued in the initial
pursuant to Ordinance
General
aggregate
No. 320,
Treasurer means the Treasurer of the City, or his/her
successor in functions, if any.
Treasury Regulations means the Treasury Regulations issued
or proposed under Section 103, Section 148, Section 149, or
Section 150 of the Code (26 CFR Part 2) or other sections of the
Code relating to "arbitrage bonds" or rebate, including without
limitation Sections 1.148-0 through 1.148-11 and 1.150-1 of the
Treasury Regulations, to the extent applicable, and includes
amendments thereto or successor provisions.
Section 2:
FINDINGS
The Mayor and Council hereby find, determine, and declare:
Page 3
A. That the City's Series 1998 Bonds can be refunded at a
cost saving to the benefit of the City and its taxpayers; that
it is desirable and necessary for the benefit of the City and
its taxpayers to refund the Series 1998 Bonds for the purpose of
achieving a cost saving and other beneficial public objectives;
and that the net proceeds of the Bond, together with other
lawfully available moneys of the City, shall be used to refund
the Series 1998 Bonds.
B. That it is the intent of the Mayor and Council to
issue the Bond for the purpose of providing funds in an amount
sufficient, together with other lawfully available funds of the
City, to refund and defease the Series 1998 Bonds.
Section 3: THE BOND
The Bond, designated "City of Eagle General
Refunding Bond, Series 2006" (the "Bond"), in an
principal amount not to exceed $1,975,000, is hereby
to be issued, sold, and delivered pursuant to the Act.
Obligation
aggregate
authorized
The Bond shall consist of a single, transferable, amortized
general obligation bond, substantially in the form annexed
hereto as Exhibit "A," shall be issued in fully registered form,
shall be dated as of the date of its delivery, and shall bear
interest on the unpaid balance at such rate or rates, be payable
at such times and in such amounts, and shall mature, as shall be
set forth in the Loan Agreement.
Section 4:
EXECUTION
The Bond shall be executed by the manual signature of the
Mayor, countersigned by the manual signature of the Treasurer,
and attested by the manual signature of the City Clerk, and the
seal of the City shall be impressed thereon.
Section 5:
PLACE AND MANNER OF PAYMENT
Both principal of and interest on the Bond shall be payable
in lawful money of the United States of America to the
Registered Owner thereof, at the address of such Registered
Owner as shown on the registration records of the City, or at
such other address as shall be designated in writing to the City
by the Registered Owner.
Section 6:
BOND REGISTRAR
The Treasurer is hereby appointed as bond registrar,
transfer agent and paying agent, and is herein referred to as
the "Bond Registrar." The Bond Registrar shall keep, or cause
to be kept, sufficient books for the registration and transfer
of the Bond. The Bond Registrar is authorized, on behalf of the
Page 4
City, to carry out all of the Bond Registrar's powers and duties
under this Ordinance.
The Bond may be transferred only upon the books for the
registration and transfer of bonds (the "Bond Register"), upon
the surrender thereof to the Bond Registrar, together with a
form of transfer duly executed by the Registered Owner or its
attorney duly authorized in writing. Upon the transfer of the
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.
This Section is intended to provide the system of registra-
tion required by Chapter 9, Title 57, Idaho Code.
Section 7:
PRE-PAYMENT; DEFEASANCE
The City shall have the option to prepay the Bond, in whole
or in part, in accordance with the prepayment provisions of the
Loan Agreement.
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 Bond in accordance with its terms, are hereafter irrevocably
set aside in a special account and pledged to effect such
redemption and retirement, then no further payments need be made
into the Bond Fund for the payment of the principal of and
interest on the Bond so provided for, and the Bond 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 the Bond and
interest accrued thereon shall no longer be deemed to be
outstanding hereunder.
Section 8:
FUNDS AND ACCOUNTS
BONDS
REDEMPTION OF REFUNDED
A.
funds and
Bond.
Establishment of Funds and Accounts. The following
accounts are created or confirmed with respect to the
(1) Bond Fund.
Page 5
(2) Escrow Fund, to be held by the Escrow Agent.
B. Deli very of Bond; Application of Proceeds. The
Treasurer is hereby instructed to make delivery of the Bond to
the Authority and to receive payment therefor in accordance with
the terms of the Loan Agreement and to deposit the proceeds of
sale into the Escrow Fund, together with other funds of the
City, in an amount sufficient to defease the outstanding Series
1998 Bonds, to be used as described in Sections 8(C) and 8(0) of
this Ordinance.
C.
Fund.
Approval of Escrow Agreement; Deposits into Escrow
(1) The Escrow Agreement, in substantially the form
set forth in Exhibit "c" which is annexed hereto and by
reference incorporated herein, with such changes,
omissions, insertions, and revisions as the Mayor shall
approve, lS hereby authorized, and the Mayor and Clerk
shall sign such Escrow Agreement, which signature shall
evidence such approval. The Mayor and the Clerk are, and
each of them is, hereby authorized to do or perform all
such acts as may be necessary or advisable to comply with
the Escrow Agreement and to carry the same into effect.
(2) The portion of the proceeds of the sale of the
Bond specified in Section 8(B) hereof, shall simultaneously
with the delivery of the Bond be invested or reinvested
(except for any amount to be retained as cash) and the
obligations in which such moneys are so invested and any
remaining cash shall be deposited in trust with the Trustee
in accordance with the provisions of the Escrow Agreement.
D. Redemption of Series 1998 Bonds;
Escrow Fund.
Pledge,
Etc.
of
(1) The Series 1998 Bonds maturing on and after
August 1, 2007, are hereby irrevocably called for
redemption on February 1, 2007. Notice of such redemption
shall be given as provided in Ordinance No. 320, adopted on
March 24, 1998, pursuant to which the Series 1998 Bonds
were issued. The Series 1998 Bonds are being redeemed at a
redemption price of par plus accrued interest to the date
of redemption.
(2) Moneys in the Escrow Fund shall be utilized
exclusi vely for the purpose of paying and redeeming, on
February 1, 2007, the outstanding principal of the Series
1998 Bonds, in full, together with interest accrued to the
date of redemption.
Page 6
(3) Moneys in the Escrow Fund shall be invested,
until needed for the purposes of the Escrow Fund, in cash
and Government Obligations, as permitted in the Escrow
Agreement. It is hereby found and determined by the City,
pursuant to Section 57-504, Idaho Code, that moneys in the
Escrow Fund, together with other funds of the City pledged
to the payment of the Series 1998 Bonds, will be sufficient
to pay, when due, pursuant to stated maturity or call for
redemption, the principal of and interest due and to become
due on the Series 1998 Bonds, and provision has been made
in the Escrow Agreement for the refunding of the Series
1998 Bonds.
(4) Any moneys remaining in the Escrow Fund and not
needed for refunding of the Series 1998 Bonds shall be
applied to pay any costs of issuance of the Bond that
remain unpaid, if any, and any moneys remaining thereafter
shall be deposited into the Bond Fund.
(5) It is hereby found and
compliance by the City and the
foregoing provisions of this
provision shall have been made
Series 1998 Bonds.
determined that, upon
Escrow Agent with the
Section 8 (D) , adequate
for the payment of the
E. Bond Fund. The proceeds of taxes levied without
limi tat ion as to rate or amount to pay the principal of and
interest on the Bond shall be kept by the Treasurer in a special
fund, which is hereby created, separate and apart from all other
funds of the City, which is hereby designated the "General
Obligation Refunding Bond, Series 2006, Bond Fund" (the "Bond
Fund"), or such other designation as shall conform to banking
requirements and good accounting practices, which Bond Fund
shall be used for no other purpose than the payment of the
principal of and interest on the Bond as the same fall due.
Monies sufficient to make each payment of interest, or principal
and interest, as the same falls due, shall be transferred by the
Treasurer to the Bond Registrar not less than five days prior to
each Interest Payment Date. Monies in the Bond Fund may be
invested unlawful investments until needed for the purposes of
the Bond Fund, and all investment earnings shall accrue to and
be used solely for the purposes of the Bond Fund. The Bond Fund
shall be maintained by the Treasurer until the principal of and
interest on the Refunding Bonds have been paid in full.
Section 9:
COVENANTS AND UNDERTAKINGS
A. Levy of Taxes. In accordance with the provisions of
Section 57-222, Idaho Code, as amended, there shall be levied on
all taxable property in the City, in addition to all other
taxes, a direct annual ad valorem tax in an amount sufficient to
meet the payment of the principal and interest on the Bond as
Page 7
the same mature, and to constitute a sinking fund for the
payment of the principal thereof.
Said taxes in each of said years shall be levied, assessed,
certified, extended, and collected by the proper officers and at
the times, all as fixed by law, and as other taxes are levied,
assessed, certified, extended, and collected in, for and by the
City and by the same officers thereof and are hereby
appropriated for the purpose of paying the Bond until the Bond
shall be fully paid.
Principal of or interest on the Bond falling due at any
time when the proceeds of said tax levy may not be available
shall be paid from other funds of the City and shall be
reimbursed from the proceeds of said taxes when said taxes shall
have been collected. Said taxes in each of the several years
shall be certified as being taxes necessary to be levied on all
of the taxable property in the City for the purpose of paying
the principal of and the interest on the Bond as the same become
due. Said taxes when collected shall be placed in the Bond Fund
and shall be used for no other purpose than for the payment of
the principal of and the interest on the Bond as the same become
due, so long as any of the Bond remains outstanding and unpaid,
but nothing herein contained shall be construed to prevent the
City from paying the interest on or the principal of the Bond
from any other funds in its hands and available for that
purpose, or to prevent the City from levying any further or
additional taxes which may be necessary to fully pay the
interest on or the principal of the Bond.
The full faith and credit and all taxable property in the
City are hereby pledged for the prompt payment of the principal
of and the interest on the Bond as the same become due and the
tax levies to that end herein provided shall be in full force
and effect, and forever remain so until the indebtedness hereby
incurred, principal and interest, shall have been fully paid,
satisfied and discharged, except as hereinbefore provided, and
any collection fees or charges made in connection with the
payment of the Bond and interest thereon are to be paid by the
City.
B. In accordance with Section 149(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), the Bond, and any
serial bonds to which it 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 Bond, or any serial bonds to which
it may be converted, to be issued in or converted to bearer or
coupon form.
Page 8
C. None of the proceeds of the Bond will be used,
directly or indirectly, (i) to make or finance loans to persons
or (iil in any trade or business carried on by any person (other
than as a member of the general public). For purposes of the
preceding sentence, the term "person" does not include a govern-
ment 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 Bond to be a "private activity bond," nor
will it omit to take any action necessary to prevent the Bond
from becoming a "private activity bond," within the meaning of
Section 141 of the Code.
D. The Mayor, Clerk, and Treasurer, and other appropriate
officials of the City, or anyone 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 Bond is not an
"arbitrage bond" within the meaning of Section 148 of the Code
and the Treasury Regulations promulgated thereunder, and to
establish that interest on the Bond is not and will not become
includable in the gross income of the owner(s) of the Bond under
the Code and applicable regulations. The City covenants and
agrees that no use will be made of the proceeds of the Bond, 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
Bond, which would cause the Bond to be an "arbitrage bond"
within the meaning of Section 148 of the Code. The City further
covenants to comply throughout the term of the Bond with the
requirements of Section 148 of the Code and the regulations
promulgated thereunder in order to prevent the Bond from
becoming an "arbitrage bond."
E. The City will comply with the information reporting
requirements of Section 149(e) of the Code.
F. None of the proceeds of the Bond will be used to
reimburse the City for capital expenditures made prior to the
date of delivery of the Bond 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 10: LOAN AGREEMENT
The Loan Agreement, substantially in the form annexed
hereto as Exhibit "D," is hereby approved. The Mayor and City
Clerk, or such officer's designee, are each hereby authorized
and directed, on behalf of the City, to execute and attest,
respectively, and to deliver the Loan Agreement; provided,
however, that (i) the term of the Loan Agreement shall end no
Page 9
later than September 1, 2017; (ii) the principal amount set
forth in the Loan Agreement shall not exceed $1,975,000; and
(iii) the net savings to be achieved by the City by refunding
the Series 1998 Bonds shall equal or exceed $50,000. The sale of
the Bond to the Authority in accordance with the Loan Agreement
is hereby approved. The City shall comply with all terms and
provisions of the Loan Agreement, the provisions of the Loan
Agreement shall control.
Section 11: ORDINANCE A CONTRACT
The
contract
the Bond
provisions of
between the City
hereby authorized
this Ordinance shall constitute
and the Registered Owner so long
remalns unpaid.
a
as
Section 12:
SEVERABILITY
If anyone 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 Bond.
Section 13:
REPEALER
All prior ordinances or parts thereof, to the extent
inconsistent herewith, are hereby repealed and shall, to the
extent of such inconsistency, have no further force or effect.
Section 14: AUTHORIZATION
The Mayor, City Clerk, and City Treasurer, or anyone of
such officers, as may be appropriate to the circumstances, are
hereby authorized to execute, on behalf of the City, the Bond
and all such additional documents as may be necessary to effect
the sale and delivery of the Bond.
Section 15:
PUBLICATION
This Ordinance, or a summary thereof in compliance with
Section 50-901A, Idaho Code, substantially in the form annexed
hereto as Exhibit "B," shall be published once in the official
newspaper of the City, and shall take effect immediately upon
passage, approval, and publication.
Page 10
DATED this 24th day of October, 2006.
ATTEST:
A-l r~ ~ ~nJ
c.../Clty\ Clerk
( SEA L )
"",.......,."",
~" OF E-4 ....
.I ~ ~ ........ () ~ 'f,
,,-,........ ....~'
I vl' :\l.VOR<1i \
.. :,,0 ~. I
: * i -.- *
\ \~SEAL.t"
~ "<'0 ~... 0
.. <1'... '..",POR...-tt;. ~. J
.,~:., ........ to V
..... 1'8 OF \{J """'
..",........1'"
Page 11
CITY OF EAGLE
Ada County, Idaho
[Form of Bond]
UNITED STATES OF AMERICA
Registered
No. One
Registered
$1,975,000
STATE OF IDAHO
COUNTY OF ADA
CITY OF EAGLE
GENERAL OBLIGATION REFUNDING BOND, SERIES 2006
THE CITY OF EAGLE, Ada County, Idaho (the "City"), for value
received, promises to pay from the special fund hereinafter
described and in the manner hereinafter set forth, and not
otherwise, to THE IDAHO BOND BANK AUTHORITY (the "Authority"), as
the registered owner hereof, the principal sum of
ONE MILLION NINE HUNDRED SEVENTY-FIVE THOUSAND AND 00/100 DOLLARS
($1,975,000) ,
rate of
and interest
schedule:
together with interest on the unpaid balance at the
percent ( %) per annum. Said principal
shall be payable ----rn accordance with the following
Payment Date
Principal
Interest
Total Payment
This Bond shall be registered as to principal and interest
in the name of the original owner and any subsequent owners in a
registration book in the office of the City Treasurer, who shall
be the Bond Registrar. This Bond is transferable only upon said
book, by notation thereon, by the registered owner hereof in
person or by its attorney duly authorized in writing.
Page 1 - EXHIBIT "A"
Both principal of and interest on this Bond shall be payable
in lawful money of the United States of America, to the
registered owner. Any owner of this Bond subsequent to its
original owner is hereby placed on notice of all payment of both
principal of and interest on this Bond prior to its transfer to
him and all subsequent owners hereof hereby acknowledge that they
have ascertained the actual unpaid principal amount of this Bond
as of the date of transfer to them and hereby release the City
from all obligations as to all principal and interest paid by the
City prior to such date.
The City has reserved the right, at its option, to prepay
the principal amount outstanding, as provided in the Loan
Agreement dated as of , 2006, between the City and
the Authority (the "Loan Agreement") .
Interest on this Bond shall cease to accrue as to the amount
of principal being prepaid after the date fixed for prepayment if
notice has been properly given and funds equal to the amount of
prepayment have been deposited at the place of payment at that
time.
This Bond is issued for the purpose of paYlng the costs of
advance refunding certain of the City's outstanding General
Obligation Bonds, Series 1998, pursuant to Idaho Code, Title 50,
Chapter 10 and Title 57, Chapters 2, 5, and 9, and also pursuant
to Ordinance No. 562 of the City, adopted on October 24, 2006
(the "Bond Ordinance"). This Bond further evidences the City's
payment obligations under the Loan Agreement.
This Bond is issued pursuant to and in full compliance with
the Constitution and statutes of the State of Idaho, particularly
Chapter 10 of Title 50, and Chapters 2, 5, and 9 of Title 57,
Idaho Code, and proceedings duly adopted and authorized by the
Mayor and Council of the City acting for and on behalf of the
Ci ty, more particularly the Bond Ordinance, for the purpose of
providing funds to refund and redeem certain outstanding bonds of
the City. The full faith and credit of the City have been pledged
for the punctual and full payment of the principal of and
interest on this Bond and the Bonds of this issue. The Bonds are
payable from ad valorem taxes levied and to be levied upon all
the taxable property within said City without limitation as to
rate or amount.
IT IS HEREBY CERTIFIED 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 2 - EXHIBIT "A"
IN WITNESS WHEREOF, City of Eagle, Ada County, Idaho, has
caused this Bond to be executed by the manual signature of the
Mayor, countersigned by the manual signature of its Treasurer,
and attested by the manual signature of its Clerk, and the seal
of the City to be impressed hereon, as of this 30th day of
November, 2006.
CITY OF EAGLE
Ada County, Idaho
Mayor
City Treasurer
ATTEST:
City Clerk
( SEA L )
Page 3 - EXHIBIT "A"
SUMMARY OF
ORDINANCE NO. 562
AN ORDINANCE OF THE CITY OF EAGLE, IDAHO, AUTHORIZING AND
PROVIDING FOR THE ISSUANCE OF A GENERAL OBLIGATION REFUNDING
BOND, SERIES 2006, IN A PRINCIPAL AMOUNT NOT TO EXCEED
$1,975,000, FOR THE PURPOSE OF REFUNDING A PORTION OF THE CITY'S
OUTSTANDING GENERAL OBLIGATION BONDS, SERIES 1998; DESCRIBING THE
BOND; PROVIDING FOR THE LEVY OF TAXES TO PAY THE PRINCIPAL OF AND
INTEREST ON THE BOND; ESTABLISHING FUNDS AND ACCOUNTS; PROVIDING
COVENANTS RELATING TO THE BOND; PROVIDING FOR THE SALE OF THE
BOND TO AND APPROVING A FORM OF LOAN AGREEMENT WITH THE IDAHO
BOND BANK AUTHORITY; PROVIDING FOR RELATED MATTERS; AND PROVIDING
AN EFFECTIVE DATE
A summary of the principal provisions of Ordinance No. 562
of the City of Eagle, Ada County, Idaho, adopted on October 24,
2006, is as follows:
Section 1:
Ordinance.
Defines the terms and phrases used in the
Section 2: Makes findings with respect to the refunding
of the City's General Obligation Bonds, Series 1998.
Section 3:
Refunding Bond,
terms of payment
Describes the City of Eagle General Obligation
Series 2006 (the "Bond"), and provides for the
and the maturity of the Bond.
Section 4: Provides
execution of the Bond.
for
the
manner
and
method
of
Section 5:
of the Bonds.
Provides for the place and manner of payment
Section 6:
Appoints the City Treasurer as Bond Registrar.
Section 7:
the Bond.
Provides for the prepayment and defeasance of
Section 8:
Escrow Agreement,
1998 Bonds.
Establishes funds and accounts, approves an
and provides for the refunding of the Series
Section 9: Provides certain covenants of the City with
the Registered Owner of the Bond.
Section 10: Approves a Loan Agreement with, and provides
for the sale of the Bond to, the Idaho Bond Bank Authority.
Page 1 - EXHIBIT "B"
Section 11: States that the Ordinance
contract with the Registered Owner of the Bond.
constitutes
a
Section 12:
Provides for severability.
Section 13: Repeals prior inconsistent ordinances, to the
extent of any inconsistency.
Section 14: Authorizes the Mayor, City
Treasurer to execute any additional documents
and deliver the Bond.
Clerk, and
necessary to
City
sell
Section 15: Provides for the publication of the Ordinance
or a summary thereof and the effective date of the Ordinance.
The full text of Ordinance No. 562 is available at City Hall
and will be provided to any citizen upon personal request during
normal office hours.
DATED this 24th day of October, 2006.
CITY OF EAGLE
Ada County, Idaho
Mayor
ATTEST:
City Clerk
Page 2 - EXHIBIT "B"
CERTIFICATION OF CITY ATTORNEY
I, the undersigned City Attorney for and legal advisor to
the City of Eagle, Ada County, Idaho, hereby certify that I have
read the attached summary of Ordinance No. 562 of the City of
Eagle and that the same is true and complete and provides
adequate notice to the public of the contents of said Ordinance.
Dated as of the 24th day of October, 2006.
City Attorney
Page 3 - EXHIBIT "B"
ESCROW DEPOSIT AGREEMENT
between
THE CITY OF EAGLE,
Ada County, Idaho
and
U.S. Bank National Association
Dated as of November 30, 2006
EXHIBIT "C"
TABLE OF CONTENTS
Article 1. Definitions and Interpretations. .. ........... ....3
Section 1. 1. Definitions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 3
Section 1.2. Other Definitions. ........................ 3
Section 1.3. Interpretations....... ..... .... ....... ....3
Article 2. Deposit of Funds and Escrowed Securities. .... ....4
Section 2.1. Deposits in the Escrow Fund. .......... ....4
Section 2.2 Deposits in the Cost of Issuance Fund......4
Article 3. Creation and Operation of Escrow Fund. ........... 4
Section 3.1. Escrow Fund. .............................. 4
Section 3.2. Payment of Principal and Interest. ........ 4
Section 3.3. Sufficiency of Escrow Fund. ............... 4
Section 3.4. Trust Fund. ............................... 5
Section 3.5. Security for Cash Balances. ............... 5
Article 4. Limitation on Investments. ....................... 6
Section 4.1. Investments.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 6
Section 4.2. Substitution of Securities. ............... 6
Article 5. Application of Cash Balances. .................... 6
Section 5.1. In General. ............................... 6
Article 6. Redemption of Refunded Bonds. ....................7
Section 6.1. Call for Redemption. ......................7
Section 6.2. Notice of Redemption. .....................7
Article 7. Records and Reports. ... ............. .............7
Section 7.1. Records.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 7.2. Reports.......... . . . . . . . . . . . . . . . . . . . . . . . . .
Article 8. Concerning the Paying Agents and Escrow Agent ....
Section 8.1. Representations...........................
Section 8.2. Limitation on Liability. ..................
Section 8.3. Compensation..............................
Section 8.4. Successor Escrow Agents. ..................
Article 9. Miscellaneous....................................
Section
Section
Section
Section
Section
Section
Section
Notice. ...................................
Termination of Responsibilities. ..........
Binding Agreement. ... ..... ..... ... ........
Severability. .............................
Idaho Law Governs. ........................
Time of the Essence. ......................
Amendments. ...............................
9.1.
9.2.
9.3.
9.4.
9.5.
9.6.
9.7.
7
7
8
8
8
9
10
11
11
11
11
11
12
12
12
Exhibit A - Addresses of the Issuer and Escrow Agent
Exhibit B - Description of the Refunded Bonds
Exhibit C - Schedule of Debt Service on Refunded Bonds
Exhibit D - Description of Beginning Cash Deposit (if any) and
Escrowed Securities
Exhibit E - Escrow Fund Cash Flow
Appendix A- Notice of Redemption
ESCROW DEPOSIT AGREEMENT
The City of Eagle
Ada County, Idaho
General Obligation Refunding Bond,
Series 2006
THIS ESCROW AGREEMENT, dated as of November 30, 2006
(herein, together with any amendments or supplements hereto,
called the "Agreement"), is entered into by and between the City
of Eagle, Ada County, Idaho (herein called the "Issuer"l, and
U.S. Bank National Association, as escrow agent (herein, together
with any successor in such capacity, called the "Escrow Agent") .
The notice addresses of the Issuer and the Escrow Agent are shown
on Exhibit A attached hereto and made a part hereof.
WITNESSETH:
WHEREAS, the Issuer heretofore
presently remain outstanding the Series
Exhibit B attached hereto (the "Refunded
has issued and there
1998 Bonds described in
Bonds"); and
WHEREAS, pursuant to Ordinance No. 562 of the Issuer,
adopted on October 24, 2006 (the "Authorizing Action"), the
Issuer has determined to issue its General Obligation Refunding
Bond, Series 2006 (the "Refunding Bond") for the purpose of
providing funds to pay and redeem the outstanding Series 1998
Bonds, principal and interest, on February 1, 2007 (the "Date
Fixed for Redemption"l; and
WHEREAS, the Escrow Agent
Action and this Agreement, and
Agent hereunder; and
has reviewed
is willing to
the Authorizing
serve as Escrow
WHEREAS, pursuant to the
Bonds have been designated
scheduled maturity dates; and
Authorizing Action, the
for redemption prior
Refunded
to their
WHEREAS, the Issuer's Authorizing Action authorizes the
Issuer to issue the Refunding Bond and to deposit the proceeds
from the sale thereof, and any other available funds or
resources, with the Escrow Agent for the discharge and final
payment of the Refunded Bonds; and
WHEREAS, the Authorizing Action further authorizes the
Issuer to enter into an escrow agreement with the Escrow Agent
wi th respect to the safekeeping, investment, administration and
disposition of any such deposit, upon such terms and conditions
EXHIBIT "c"
Page 1 - Escrow Deposit Agreement
as the Issuer and the Escrow Agent may agree, provided that such
deposits may be invested only in direct obligations of the United
States of America, including obligations the principal of and
interest on which are unconditionally guaranteed by the United
States of America, and which may be in book entry form, and which
shall mature and/or bear interest payable at such time and in
such amount as will be sufficient to provide for the scheduled
payment of the principal of and interest on the Refunded Bonds on
the Date Fixed for Redemption; and
WHEREAS, the Refunding Bond has been duly authorized to be
issued, sold, and delivered for the purpose of obtaining the
funds required to provide for the payment of the principal of and
interest on the Refunded Bonds on the Date Fixed for Redemption;
and
WHEREAS, the Issuer desires that, concurrently with the
delivery of the Refunding Bond to the purchaser thereof, certain
proceeds of the Refunding Bond, together with certain other
available funds of the Issuer, shall be applied to purchase
certain direct obligations of the United States of America
hereinafter defined as the "Escrowed Securities" for deposit to
the credit of the Escrow Fund created pursuant to the terms of
this Agreement and to establish a beginning cash balance (if
needed) in such Escrow Fund; and
WHEREAS, the Escrowed Securities shall mature and the
interest thereon shall be payable at such times and in such
amount so as to provide moneys which, together with cash balances
on deposit in the Escrow Fund, will be sufficient to pay the
principal of and interest on the Refunded Bonds on the Date Fixed
for Redemption; and
WHEREAS, to facilitate the receipt and transfer of proceeds
of the Escrowed Securities, particularly those in book entry
form, the Issuer desires to establish the Escrow Fund at the
principal corporate trust office of the Escrow Agent; and
WHEREAS, the Escrow Agent is a party to this Agreement to
acknowledge its acceptance of the terms and provisions hereof;
NOW, THEREFORE, in consideration of the mutual undertakings,
promises and agreements herein contained, the sufficiency of
which hereby are acknowledged, and to secure the full and timely
payment of principal of and the interest and redemption premium
on the Refunded Bonds, the Issuer and the Escrow Agent mutually
undertake, promise and agree for themselves and their respective
representatives and successors, as follows:
EXHIBIT "C"
Page 2 - Escrow Deposit Agreement
Article 1. Definitions and Interpretations.
Section 1.1. Definitions.
Unless the context clearly indicates otherwise, the
following terms shall have the meanings assigned to them below
when they are used in this Agreement:
"Escrow Fund" means the fund created by this Agreement to be
established, held and administered by the Escrow Agent pursuant
to the provisions of this Agreement.
"Escrowed Securities" means the noncallable Government
Obligations described in Exhibit C attached to this Agreement, or
cash or other Government Obligations substituted therefor
pursuant to Section 4.2 of this Agreement.
"Government Obligations" means direct non-callable
obligations of the United States of America and securities fully
and unconditionally guaranteed as to the timely payment of
principal and interest by the United States of America, to which
direct obligation or guarantee the full faith and credit of the
United States of America has been pledged, including, but not
necessarily limited to, State and Local Government Series
Obligations (SLGS).
"Paying Agent" means U.S. Bank National Assoication, as the
paying agent for the Refunded Bonds.
Section 1.2. Other Definitions.
The terms "Agreement," "Issuer,"
"Authorizing Action," "Refunded Bonds," and
they are used in this Agreement, shall have
to them in the preamble to this Agreement.
"Escrow Agent, "
"Refunding Bond" when
the meanings assigned
Section 1.3.
Interpretations.
The titles and headings of the articles and sections of this
Agreement have been inserted for convenience and reference only
and are not to be considered a part hereof and shall not in any
way modify or restrict the terms hereof. This Agreement and all
of the terms and provisions hereof shall be liberally construed
to effectuate the purposes set forth herein and to achieve the
intended purpose of providing for the refunding of the Refunded
Bonds in accordance with applicable law.
EXHIBIT "C"
Page 3 - Escrow Deposit Agreement
Article 2. Deposit of Funds and Escrowed Securities.
Section 2.1. Deposits in the Escrow Fund.
Concurrently with the sale and delivery of the Refunding
Bond, the Issuer shall deposit, or cause to be deposited, with
the Escrow Agent, for deposit in the Escrow Fund, the funds and
Escrowed Securities described in Exhibit C attached hereto, and
the Escrow Agent shall, upon the receipt thereof, acknowledge
such receipt to the Issuer in writing.
Article 3. Creation and Operation of Escrow Fund.
Section 3.1. Escrow Fund.
The Escrow Agent has created on its books a special trust
fund and irrevocable escrow to be known as the City of Eagle, Ada
County, Idaho, General Obligation Bonds, Series 1998, Escrow Fund
(the "Escrow Fund"). The Escrow Agent hereby agrees that upon
receipt thereof it will deposit to the credit of the Escrow Fund
the funds and the Escrowed Securities described in Exhibit "0"
attached hereto. Such deposit, all proceeds therefrom, and all
cash balances on deposit therein (a) shall be the property of the
Escrow Fund, (b) shall be applied only in strict conformity with
the terms and conditions of this Agreement, and (cl are hereby
irrevocably pledged to the payment of the principal of and
interest on the Refunded Bonds, which payment shall be made by
timely transfer of such amount at the time provided for in
Section 3.2 hereof. When the final transfer has been made for
such payment, any balance then remaining in the Escrow Fund shall
be transferred to the Issuer, and the Escrow Agent shall
thereupon be discharged from any further duties hereunder.
Section 3.2. Payment of Principal and Interest.
The Escrow Agent is hereby irrevocably instructed to
transfer to the Paying Agent from the cash balances on deposit in
the Escrow Fund, the amount required to pay the interest and
principal on the Refunded Bonds.
Section 3.3. Sufficiency of Escrow Fund.
The Issuer represents that the receipts of the principal of
and interest on the Escrowed Securities will assure that the cash
balance on deposit in the Escrow Fund will be sufficient to
provide moneys for transfer to the Paying Agent at the time and
in the amount required to pay the interest and the maturing
principal on the Refunded Bonds on the Date Fixed for Redemption.
EXHIBIT "C"
Page 4 - Escrow Deposit Agreement
If, for any reason, the cash balances on deposit or scheduled to
be on deposit in the Escrow Fund shall be insufficient to
transfer the amount required by the Paying Agent to make the
payment set forth in Section 3.2. hereof, the Issuer shall timely
deposi t in the Escrow Fund, from any funds that are lawfully
available therefor, additional funds in the amount required to
make such payment. Notice of any such insufficiency shall be
given promptly as hereinafter provided, but the Escrow Agent
shall not in any manner be responsible for any insufficiency of
funds in the Escrow Fund or the Issuer's failure to make
additional deposits thereto.
Section 3.4. Trust Fund.
The Escrow Agent shall hold at all times the Escrow Fund,
the Escrowed Securities, and all other assets of the Escrow Fund,
wholly segregated from all other funds and securities on deposit
with the Escrow Agent; it shall never allow the Escrowed
Securities or any other assets of the Escrow Fund to be
commingled with any other funds or securities of the Escrow
Agent; and it shall hold and dispose of the assets of the Escrow
Fund only as set forth herein. The Escrowed Securities and other
assets of the Escrow Fund shall always be maintained by the
Escrow Agent as trust funds for the benefit of the owners of the
Refunded Bonds; and a special account thereof shall at all times
be maintained on the books of the Escrow Agent. The owners of
the Refunded Bonds shall be entitled to the same preferred claim
and first lien upon the Escrowed Securities, the proceeds
thereof, and all other assets of the Escrow Fund to which they
are entitled as owners of the Refunded Bonds. The amounts
received by the Escrow Agent under this Agreement shall not be
considered as a banking deposit by the Issuer, and the Escrow
Agent shall have no right to title with respect thereto except as
a trustee and Escrow Agent under the terms of this Agreement.
The amounts received by the Escrow Agent under this Agreement
shall not be subject to warrants, drafts or checks drawn by the
Issuer or, except to the extent expressly herein provided, by the
Paying Agent.
Section 3.5. Security for Cash Balances.
Cash balances on deposit in the Escrow Fund shall, to the
extent not insured by the Federal Deposit Insurance Corporation
or its successor, be continuously secured by a pledge of direct
obligations of, or obligations unconditionally guaranteed by, the
United States of America, having a market value at least equal to
such cash balances.
EXHIBIT "c"
Page 5 - Escrow Deposit Agreement
Article 4. Limitation on Investments.
Section 4.1. Investments.
Except for the initial investment in the Escrowed
Securities, the Escrow Agent shall not have any power or duty to
invest or reinvest any money held hereunder, or to make
substitutions of the Escrowed Securities, or to sell, transfer,
or otherwise dispose of the Escrowed Securities.
Section 4.2. Substitution of Securities.
At the written request of the Issuer, and upon compliance
with the conditions hereinafter stated, the Escrow Agent shall
utilize cash balances in the Escrow Fund, or sell, transfer,
otherwise dispose of or request the redemption of the Escrowed
Securities and apply the proceeds therefrom to purchase Refunded
Bonds or Government Obligations which do not permit the
redemption thereof at the option of the obligor, and in
connection therewith the issuer reserves the right to call for
redemption prior to maturity any of the Refunded Bonds to the
extent permitted by their authorizing order. The Issuer may, in
connection with such transaction, withdraw funds or Escrowed
Securities from the Escrow Fund. Any such transaction may be
effected by the Escrow Agent only if (al the Escrow Agent shall
have received a written opinion from a nationally recognized firm
of certified public accountants that such transaction will not
cause the amount of money and securities in the Escrow Fund to be
reduced below an amount sufficient to provide for the full and
timely payment of principal of and interest on the Refunded Bonds
on the Date Fixed for Redemption; and (b) the Escrow Agent shall
have received the unqualified written legal opinion of nationally
recognized bond counselor tax counsel to the effect that such
transaction will not cause any of the Refunding Bond or Refunded
Bonds to be an "arbitrage bond" within the meaning of Section 148
of the Internal Revenue Code of 1986, as amended or, if
applicable, Section 103(c) of the Internal Revenue Code of 1954,
as amended and (c) notice of such transaction is provided to the
rating agencies, if any, which have rated the Refunded Bonds.
This Section 4.2 shall not apply to purchases made pursuant to
the Securities Purchase Agreement.
Article 5. Application of Cash Balances.
Section 5.1. In General.
Except
withdrawals,
as provided in Section 3.2 and
transfers, or reinvestment shall
4.2 hereof, no
be made of cash
EXHIBIT "c"
Page 6 - Escrow Deposit Agreement
balances in the Escrow Fund. Cash balances shall be held by the
Escrow Agent as cash and as cash balances as shown on the books
and records of the Escrow Agent and shall not be reinvested by
the Escrow Agent.
Article 6. Redemption of Refunded Bonds.
Section 6.1. Call for Redemption.
The
maturing
1, 2007,
Issuer hereby irrevocably calls the Series
on and after August 1, 2007, for redemption
which is their earliest redemption date.
1998 Bonds
on February
Section 6.2. Notice of Redemption.
The Escrow Agent agrees to give notice of the redemption of
the Refunded Bonds on the date set forth above, pursuant to the
terms of the Refunded Bonds and in substantially the form
attached hereto as Appendix A attached hereto. The Escrow Agent
hereby acknowledges that provision satisfactory and acceptable to
the Escrow Agent has been made for the giving of notice of
redemption of the Refunded Bonds.
Article 7. Records and Reports.
Section 7.1. Records.
The Escrow Agent will keep books of record and account in
which complete and accurate entries shall be made of all
transactions relating to the receipts, disbursements, allocations
and application of the money and Escrowed Securities deposited to
the Escrow Fund and all proceeds thereof, and such books shall be
available for inspection during business hours and after
reasonable notice.
Section 7.2. Reports.
While this Agreement remains in effect, the Escrow Agent
annually shall prepare and send to the Issuer a written report
summarizing all transactions relating to the Escrow Fund during
the preceding year, including, without limitation, credits to the
Escrow Fund as a result of interest payments on or maturities of
the Escrowed Securities and transfers from the Escrow Fund for
payments on the Refunded Bonds and Refunding Bond or otherwise,
together with a detailed statement of all Escrowed Securities and
the cash balance on deposit in the Escrow Fund as of the end of
such period.
EXHIBIT "C"
Page 7 - Escrow Deposit Agreement
Article 8. Concerning the Paying Agents and Escrow Agent
Section 8.1. Representations.
The Escrow Agent hereby represents that it has all necessary
power and authority to enter into this Agreement and undertake
the obligations and responsibilities imposed upon it herein, and
that it will carry out all of its obligations hereunder.
Section 8.2. Limitation on Liability.
The liability of the Escrow Agent to transfer funds for the
payment of the principal of and interest on the Refunded Bonds
shall be limited to the proceeds of the Escrowed Securities and
the cash balances from time to time on deposit in the Escrow
Fund. Notwithstanding any provision contained herein to the
contrary, the Escrow Agent shall have no liability whatsoever for
the insufficiency of funds from time to time in the Escrow Fund
or any failure of the obligors of the Escrowed Securities to make
timely payment thereon, except for the obligation to notify the
Issuer promptly of any such occurrence.
The recitals herein and in the proceedings authorizing the
Refunding Bond shall be taken as the statements of the Issuer and
shall not be considered as made by, or imposing any obligation or
liability upon, the Escrow Agent.
The Escrow Agent is not a party to the proceedings
authorizing the Refunding Bond or the Refunded Bonds and is not
responsible for nor bound by any of the provisions thereof
(except to the extent that the Escrow Agent may be a place of
payment and paying agent and/or a paying agent/registrar
therefor). In its capacity as Escrow Agent, it is agreed that the
Escrow Agent need look only to the terms and provisions of this
Agreement. It is further agreed that the Escrow Agent has no
duties or obligations other than those specifically set forth in
this Agreement and in the Securities Purchase Agreement.
The Escrow Agent makes no representations as to the value,
conditions or sufficiency of the Escrow Fund, or any part
thereof, or as to the title of the Issuer thereto, or as to the
security afforded thereby or hereby, and the Escrow Agent shall
not incur any liability or responsibility in respect to any of
such matters.
It is the intention of the parties hereto that the Escrow
Agent shall never be required to use or advance its own funds or
otherwise incur personal financial liability in the performance
EXHIBIT "c"
Page 8 - Escrow Deposit Agreement
of any of its duties or the exercise of any of its rights and
powers hereunder.
The Escrow Agent shall not be liable for any action taken or
neglected to be taken by it in good faith in any exercise of
reasonable care and believed by it to be within the discretion or
power conferred upon it by this Agreement, nor shall the Escrow
Agent be responsible for the consequences of any error of
judgment; and the Escrow Agent shall not be answerable except for
its own action, neglect or default, nor for any loss unless the
same shall have been through its negligence or want of good
faith.
Unless it is specifically otherwise provided herein, the
Escrow Agent has no duty to determine or inquire into the
happening or occurrence of any event or contingency or the
performance or failure of performance of the Issuer with respect
to arrangements or contracts with others, with the Escrow Agent's
sole duty hereunder being to safeguard the Escrow Fund, to
dispose of and deliver the same in accordance with this
Agreement. If, however, the Escrow Agent is called upon by the
terms of this Agreement to determine the occurrence of any event
or contingency, the Escrow Agent shall be obligated, in making
such determination, only to exercise reasonable care and
diligence, and in event of error in making such determination the
Escrow Agent shall be liable only for its own misconduct or its
negligence. In determining the occurrence of any such event or
contingency the Escrow Agent may request from the Issuer or any
other person such reasonable additional evidence as the Escrow
Agent in its discretion may deem necessary to determine any fact
relating to the occurrence of such event or contingency, and in
this connection may make inquiries of, and consult with, among
others, the Issuer at any time.
Section 8.3. Compensation.
The Issuer shall pay to the Escrow Agent fees for performing
the services hereunder and for the expenses incurred or to be
incurred by the Escrow Agent in the administration of this
Agreement pursuant to the terms of its fee schedule. The Escrow
Agent hereby agrees that in no event shall it ever assert any
claim or lien against the Escrow Fund for any fees for its
services, whether regular or extraordinary, as Escrow Agent, or
in any other capacity, or for reimbursement for any of its
expenses as Escrow Agent or in any other capacity.
EXHIBIT "C"
Page 9 - Escrow Deposit Agreement
Section 8.4. Successor Escrow Agents.
If at any time the Escrow Agent or its legal successor or
successors should become unable, through operation or law or
otherwise, to act as escrow agent hereunder, or if its property
and affairs shall be taken under the control of any state or
federal court or administrative body because of insolvency or
bankruptcy or for any other reason, a vacancy shall forthwith
exist in the office of Escrow Agent hereunder. In such event the
Issuer, by appropriate action, promptly shall appoint an Escrow
Agent to fill such vacancy. If no successor Escrow Agent shall
have been appointed by the Issuer within 60 days, a successor may
be appointed by the owners of a majority in principal amount of
the Refunded Bonds then outstanding by an instrument or
instruments in writing filed with the Issuer, signed by such
owners or by their duly authorized attorneys-in-fact. If, in a
proper case, no appointment of a successor Escrow Agent shall be
made pursuant to the foregoing provisions of this section within
three months after a vacancy shall have occurred, the owner of
any Refunded Bonds may apply to any court of competent
jurisdiction to appoint a successor Escrow Agent. Such court may
thereupon, after such notice, if any, as it may deem proper,
prescribe and appoint a successor Escrow Agent.
Any successor Escrow Agent shall be a corporation organized
and doing business under the laws of the United States or the
State of Idaho, authorized under such laws to exercise corporate
trust powers, having its principal office and place of business
in the State of Idaho, having a combined capital and surplus of
at least $25,000,000 and subject to the supervision or
examination by federal or state authority.
Any successor Escrow Agent shall execute, acknowledge and
deliver to the Issuer and the Escrow Agent an instrument
accepting such appointment hereunder, and the Escrow Agent shall
execute and deliver an instrument transferring to such successor
Escrow Agent, subj ect to the terms of this Agreement, all the
rights, powers and trusts of the Escrow Agent hereunder. Upon the
request of any such successor Escrow Agent, the Issuer shall
execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor Escrow
Agent all such rights, powers and duties.
The obligations assumed by the Escrow Agent pursuant to this
Agreement may be transferred by the Escrow Agent to a successor
Escrow Agent if (a) the requirements of this Section 8.4 are
satisfied; (b) the successor Escrow Agent has assumed all the
obligations of the Escrow Agent under this Agreement; and (c) all
EXHIBIT "c"
Page 10 - Escrow Deposit Agreement
of the Escrowed Securities
pursuant to this Agreement
successor Escrow Agent.
and money held by the Escrow Agent
have been duly transferred to such
Article 9. Miscellaneous
Section 9.1. Notice.
Any notice, authorization, request, or demand required or
permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given when mailed by registered or
certified mail, postage prepaid addressed to the Issuer or the
Escrow Agent at the address shown on Exhibit A attached hereto.
The United States Post Office registered or certified mail
receipt showing delivery of the aforesaid shall be conclusive
evidence of the date and fact of delivery. Any party hereto may
change the address to which notices are to be delivered by giving
to the other parties not less than ten (10) days prior notice
thereof.
Section 9.2. Termination of Responsibilities.
Upon the taking of all the actions as described herein by
the Escrow Agent, the Escrow Agent shall have no further
obligations or responsibilities hereunder to the Issuer, the
owners of the Refunded Bonds or to any other person or persons in
connection with this Agreement.
Section 9.3. Binding Agreement.
This Agreement shall be binding upon the Issuer and the
Escrow Agent and their respective successors and legal
representatives, and shall inure solely to the benefit of the
owners of the Refunded Bonds, the Issuer, the Escrow Agent and
their respective successors and legal representatives.
Section 9.4.
Severability.
In case anyone or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceabili ty shall not affect any other provisions of this
Agreement, but this Agreement shall be construed as if such
invalid or illegal or unenforceable provision had never been
contained herein.
EXHIBIT "C"
Page 11 - Escrow Deposit Agreement
Section 9.5. Idaho Law Governs.
This
provisions
Idaho.
Agreement shall
hereof and by the
be governed
applicable
exclusively
laws of the
by the
State of
Section 9.6. T~e of the Essence.
Time shall
obligations from
this Agreement.
be of the
time to time
essence in the performance of
imposed upon the Escrow Agent by
Section 9.7. Amendments.
This Agreement shall not be amended except to cure any
ambigui ty or formal defect or omission in this Agreement. No
amendment shall be effective unless the same shall be in writing
and signed by the parties thereto. No such amendment shall
adversely affect the rights of the holders of the Refunding Bond
or the Refunded Bonds. No such amendment shall be made without
first receiving written confirmation from the rating agencies,
(if any) which have rated the Refunded Bonds that such
administrative changes will not result in a withdrawal or
reduction of its rating then assigned to the Refunded Bonds. If
this Agreement is amended, prior written notice and copies of the
proposed changes shall be given to the rating agencies which have
rated the Refunded Bonds.
EXECUTED as of the date first written above.
CITY OF EAGLE
Ada County, Idaho
Mayor
ATTEST:
City Clerk
[SEAL]
U.S. BANK NATIONAL ASSOCIATION
as Escrow Agent
Authorized Officer
EXHIBIT "C"
Page 12 - Escrow Deposit Agreement
EXHIBIT A
Addresses of the Issuer and Escrow Agent
Issuer:
City of Eagle
P.O. Box 1525
Eagle, Idaho 83616
Attention: City Treasurer
Escrow Agent:
U.S. Bank National Association
Corporate Trust Services
170 South Main Street, Suite 200
Salt Lake City, Utah 84101
Page 1 - Exhibit A
EXHIBIT B
Description of the Refunded Bonds
(1) City of Eagle, Ada County, Idaho, General Obligation
Bonds, Series 1998, dated May 15, 1998, maturing on and after
August 1, 2007.
Page 1 - Exhibit B
1. Cash $
II. Other Obligations
Type of
Security
Maturity Date
Page 1 - Exhibit D
EXHIBIT C
Escrow Deposit
Par Amount
Yield
Total Cost
APPENDIX A (1)
Notice of Redemption
City of Eagle
Ada County, Idaho
General Obligation Bonds, Series 1998
NOTICE IS HEREBY GIVEN that the City of Eagle, Ada County,
Idaho, has called for redemption on February 1, 2007, all of its
then outstanding City of Eagke General Obligation Bonds, Series
1998, maturing on and after August 1, 2007 (the "Bonds").
The Bonds will be redeemed at a price of one hundred one
percent (100%) of their principal amount, plus interest accrued
to February 1, 2007. The redemption price of the Bonds is
payable on presentation and surrender of the Bonds at the office
of:
U.S. Bank National Association
<<Paying Agent Address>>
Interest on all Bonds or portions thereof which are redeemed
shall cease to accrue on February 1, 2007.
The following Bonds are being redeemed:
Bond Number Principal Amount Date of Maturity Cusip Number
By Order of the City of Eagle, Ada County, Idaho
U.S. Bank National Association, as Paying Agent
Dated:
Page 1 Exhibit E
Under the Interest and Dividend Tax Compliance Act of 1983,
payor may be required to withhold 31% of the redemption price
from any Bondowner who fails to provide to payor and certify
under penalties of perjury, a correct taxpayer identifying number
(employer identification number or social security number, as
appropriate) or an exemption certificate on or before the date
the Bonds are presented for payment. Bondowners who wish to
avoid the application of these provisions should submit a
completed Form W-9 when presenting their Bonds.
Page 1 Exhibit E
Valley Times
P.O. Box 1790 - Eagle, Idaho 83616
LEGAL ADVERTISING PROOF OF PUBLICATION
Account:
a1• - al rad
Address: (( 0 C, v L Ln
C 4`
S‘2,(ol(o
Attention:
tIt
0.1
9
•
e a
•
•
•
•
•
SUMMARY OF Id )0'
ORDINANCE NO. 562 0(
AN ORDINANCE OF THE CITY
OF EAGLE, IDAHO, AUTHORIZING
AND PROVIDING FOR THE ISSU-
ANCE OF A GENERAL OBLIGATION
REFUNDING BOND, SERIES 2006, 124
A PRINCIPAL AMOUNT NOT TO
EXCEED $1,975,000, FOR THE PUR-
POSE OF REFUNDING A PORTION OF
THE CITY'S OUTSTANDING GEN-
ERAL OBLIGATION BONDS, SERIES
1998; DESCRIBING THE BOND; PRO-
VIDING FOR THE LEVY OF TAXES
TO PAY THE PRINCIPAL OF AND
INTEREST ON THE BOND; ESTAB-
LISHING FUNDS AND ACCOUNTS;
PROVIDING COVENANTS RELAT-
ING
ELATING TO THE BOND; PROVIDING FOR
THE SALE OF THE BOND TO AN
APPROVING A FORM OF LOAN
AGREEMENT WITH THE IDAHO
BOND BANK AUTHORITY; PROVID-
ING FOR RELATED MATTERS; AND
PROVIDING AN EFFECTIVE DATE.
A summary of the principal provi-
sions of Ordinance No. 562 of the City
of Eagle, Ada County. Idaho, adopted
on October 24th, 2006, is as follows:
Section 1: Defines the terms and
phrases used in the ordinance.
Section 2: Makes findings with re-
spect to the refunding of the City's Gen-
eral Obligation Bonds, Series 1998.
Section 3: Describes the City of
Eagle General Obligation Refunding
Bond, Series 2006 (the "Bond"), and
provides for the terms of payment and
the maturity of the Bond.
Section 4: Provides for the man-
ner and method of execution of the
Bond.
Section 5: Provides for the place
and manner of payment of the Bond.
Section 6: Appoints the City Trea-
surer as Bond Registrar.
Section 7: Provides for the pre-
payment and defeasance of the Bond.
Section 8: Establishes funds and ac-
counts, approves an Escrow Agreement,
and provides for the refunding of the
Series 1998 Bonds.
Section 9: Provides certain cov-
enants of the City with the Registered
Owner of the Bond.
CP:-tinn lfh Annrovesa T oan A1! ee-
Identification:
RECEIVED & FILED
CITY OF EAGLE
NUY 16 2006
File:
Route tr..
SLA -t. w,rn&() 1 0-A a
Run Dates: (0 3 0 - 0 6
Number Lines qt( Amount '70 `0`(
Other
Frank Thomason, being duly sworn, deposes
and says: That he is the Principal Clerk of
Valley Times, a weekly newspaper published at
Eagle, Ada County, State of Idaho; that the said
newspaper is in general circulation in the said
County of Ada, and in the vicinity of Meridian,
Star, and Eagle, and has been uninterruptedly
published in said County during a period of
seventy-eight consecutive weeks prior to the first
publication of this notice, a copy of which is attached
hereto, and that the notice was published in
Valley Times, in conformity with Section 60-108,
Idaho Code, as amended, for 1 time(s)
in the regular and entire issue of said paper, and
was printed in the newspaper proper, and not in a
supplement; and that said notice was published
on the following dates:
Beginning & i -a r "3 0 -?...0o6
Ending C-c.,4o L- 1 0, ?o6'
Jnr ThPhAAA pr.)
STATE OF IDAHO )
)SS
�COUNTY OF ADA )
On this day of in the year of 2006
before me, a Notary Public, personally appeared
Thomason, known or identified to me to be the person
se name is subscribed to the within instrument,
being by me firs C uly declared that the
aterein are true f knowledged to me that
e executed the same.
Notary Public for Idaho
Residing/at Boise, ID
My Commission expires: / //
SUMMARY OF
ORDINANCE NO. 562
AN ORDINANCE OF THE CITY OF EAGLE, IDAHO, AUTHORIZING AND
PROVIDING FOR THE ISSUANCE OF A GENERAL OBLIGATION REFUNDING
BOND, SERIES 2006, IN A PRINCIPAL AMOUNT NOT TO EXCEED
$1,975,000, FOR THE PURPOSE OF REFUNDING A PORTION OF THE CITY'S
OUTSTANDING GENERAL OBLIGATION BONDS, SERIES 1998; DESCRIBING THE
BOND; PROVIDING FOR THE LEVY OF TAXES TO PAY THE PRINCIPAL OF AND
INTEREST ON THE BOND; ESTABLISHING FUNDS AND ACCOUNTS; PROVIDING
COVENANTS RELATING TO THE BOND; PROVIDING FOR THE SALE OF THE
BOND TO AND APPROVING A FORM OF LOAN AGREEMENT WITH THE IDAHO
BOND BANK AUTHORITY; PROVIDING FOR RELATED MATTERS; AND PROVIDING
AN EFFECTIVE DATE
A summary of the principal provisions of Ordinance No. 562
of the City of Eagle, Ada County, Idaho, adopted on October 24,
2006, is as follows:
Section 1:
Ordinance.
Defines the terms and phrases used in the
Section 2: Makes findings with respect to the refunding
of the City's General Obligation Bonds, Series 1998.
Section 3:
Refunding Bond,
terms of payment
Describes the City of Eagle General Obligation
Series 2006 (the "Bond"), and provides for the
and the maturity of the Bond.
Section 4: Provides
execution of the Bond.
for
the
manner
and
method
of
Section 5:
of the Bonds.
Provides for the place and manner of payment
Section 6:
Appoints the City Treasurer as Bond Registrar.
Section 7:
the Bond.
Provides for the prepayment and defeasance of
Section 8:
Escrow Agreement,
1998 Bonds.
Establishes funds and accounts, approves an
and provides for the refunding of the Series
Section 9: Provides certain covenants of the City with
the Registered Owner of the Bond.
Section 10: Approves a Loan Agreement with, and provides
for the sale of the Bond to, the Idaho Bond Bank Authority.
Page 1
Section 11: States that the Ordinance
contract with the Registered Owner of the Bond.
constitutes
a
Section 12:
Provides for severability.
Section 13: Repeals prior inconsistent ordinances, to the
extent of any inconsistency.
Section 14: Authorizes the Mayor, City
Treasurer to execute any additional documents
and deliver the Bond.
Clerk, and City
necessary to sell
Section 15: Provides for the publication of the Ordinance
or a summary thereof and the effective date of the Ordinance.
The full text of Ordinance No. 562 is available at City Hall
and will be provided to any citizen upon personal request during
normal office hours.
DATED this 24th day of October, 2006.
CITY OF EAGLE
Ada County, Idaho
A~(~R
1::1tylClerk
~f~
ATTEST:
Page 2
10/25/2006 13:12 FAX 208 331 1202
MOORE SMITH BUXTON TURCK
I4J 004
CERTIFICATION OF CITY ATTORNEY
I, the undersigned ci ty Attorney for and legal advisor to
the City of Eagle, Ada County, Idaho, hereby certify that I have
read the attached summary of Ordinance No. 562 of the City of
Eagle and that the same is true and complete and provides
adequate notice to the public of the contents of said Ordinance.
Dated as of the 24th day of October, 2006.
Page 3
0Ji L~
City Attorney