Ordinance - 1998 - 320 - Authorizing The Issuance And Sale Of Go Bonds For Library - 03/24/1998ORDINANCE NO. 320
AN ORDINANCE OF THE CITY OF EAGLE, ADA COUNTY, IDAHO, AUTHORIZING
THE ISSUANCE AND SALE OF GENERAL OBLIGATION BONDS, SERIES 1998,
IN THE PRINCIPAL AMOUNT OF $2,850,000; PROVIDING FOR THE
DESIGNATION, PURPOSE, DATE, MATURITIES, EXECUTION, REGISTRATION,
AUTHENTICATION, AND REDEMPTION OF THE BONDS; PROVIDING FOR THE
DATE, TIME, AND PLACE FOR THE SALE OF THE BONDS; PROVIDING FOR
THE PAYMENT OF PRINCIPAL OF AND INTEREST ON THE BONDS BY THE
ANNUAL LEVY OF TAXES; CREATING CERTAIN FUNDS AND ACCOUNTS;
PROVIDING CERTAIN COVENANTS WITH RESPECT TO THE TAX-EXEMPT STATUS
OF INTEREST ON THE BONDS; PROVIDING FOR RELATED MATTERS; AND
PROVIDING AN EFFECTIVE DATE
WHEREAS, the City of Eagle (the "City"), of Ada County,
Idaho, is a municipal corporation duly organized and operating
under the laws of the State of Idaho; and
WHEREAS, the City Council (the "Council") of the City, by
adoption of Ordinance No. 314 on December 9, 1997, ordered a
special election to be held within the City on February 3, 1998,
for the purpose of submitting to the electors of the City the
question of whether or not the City should be authorized to incur
an indebtedness and issue its general obligation bonds in the
principal amount of not to exceed $2,850,000 for the purpose of
financing the cost of site acquisition and acquisition and
construction of a public library facility and related facilities
and equipment, together with costs incident thereto, as set forth
in Ordinance No. 314; and
WHEREAS, at the special election, duly noticed, held, and
conducted within the City on February 3, 1998, the requisite two-
thirds majority of the qualified electors of the City voting at
the special election approved the incurring of indebtedness in
the amount and for the purpose specified in Ordinance No. 314 and
the issuance of general obligation bonds of the City therefor;
and
WHEREAS, the Council now desires to provide for the issuance
and sale of the general obligation bonds of the City in the
principal amount of $2,850,000 for the aforesaid purposes.
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF
THE CITY OF EAGLE, IDAHO, as follows:
Section 1: BONDS AUTHORIZED
General obligation bonds of the City, in fully registered
form, designated "City of Eagle General Obligation Bonds, Series
1998" (the "Bonds"), in the aggregate principal amount of
$2,850,000, are hereby authorized to be issued, sold, and
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delivered pursuant to the municipal bond laws of the State of
Idaho, particularly Sections 50-1019 through 50-1026A, inclusive,
and Title 57, Chapters 2 and 9, Idaho Code.
Section 2: PURPOSE
The Bonds are being issued for the purpose of providing
funds to pay the cost of acquiring a site and acquiring and
constructing a public library facility and related facilities and
equipment, together with architect, legal, fiscal advisor,
accounting, and other costs and fees incident thereto (the
"Project") .
Section 3: DESCRIPTION OF BONDS
A. The Bonds. The Bonds shall be in denominations of
$5,000 each, or integral multiples thereof within a maturity,
shall be dated May 15, 1998, shall be issued only in fully
registered form, and shall be substantially in the form set forth
in Exhibit "A" attached hereto and by this reference incorporated
herein. The Bonds shall be numbered separately in a consecutive
series, in the manner and with any additional designation as the
Bond Registrar (hereinafter defined) deems necessary for the
purposes of identification. Interest on the Bonds shall be
calculated on the basis of a 360 -day year and twelve 30 -day
months. The Bonds shall mature on August 1 of each year in the
amounts set forth in the following schedule:
Maturity Date Principal Amount
August 1, 1999
August 1, 2000
August 1, 2001
August 1, 2002
August 1, 2003
August 1, 2004
August 1, 2005
August 1, 2006
August 1, 2007
August 1, 2008
August 1, 2009
August 1, 2010
August 1, 2011
August 1, 2012
August 1, 2013
August 1, 2014
August 1, 2015
August 1, 2016
August 1, 2017
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$ 65,000
100,000
105,000
110,000
115,000
120,000
125,000
135,000
140,000
150,000
155,000
160,000
170,000
175,000
185,000
195,000
205,000
215,000
225,000
The Mayor and Council of the City hereby find that, to the extent
that the foregoing maturity schedule varies from the requirements
of Section 57-211, Idaho Code, such variance is to the advantage
of the City and is authorized by Section 57-211(a), Idaho Code.
B. Book -Entry Only. The Bonds shall be issued in book -
entry -only form, with no Bonds being made available to the owners
thereof in certificate form unless the book -entry -only system is
discontinued. The City and the Bond Registrar shall recognize
The Depository Trust Company, New York, New York (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 the beneficial owners (the "Beneficial
Owners") of the Bonds 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 annual maturity of the Bonds, substantially in
the form of Exhibit "A" which is annexed hereto, in conformance
with the book -entry -only practices of the Depository. Each Bond
shall be executed by the manual signature of the Mayor,
countersigned by the City Treasurer, and attested by the manual
signature of the City 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 record 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 6 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.
Section 4: INTEREST ON BONDS
All of the Bonds shall bear interest from their date at a
rate to be determined by the bids submitted, computed on a 360 -
day year of twelve 30 -day months, but not to exceed ten percent
(10.010 per annum, payable commencing on February 1, 1999, and
semiannually on August 1 and February 1 thereafter, until their
respective dates of maturity or prior redemption. Bidders must
specify the rate, or rates, of interest which Bonds herein
offered for sale shall bear. The interest rate stated in the bid
may be repeated and may be in multiples of one-eighth (1/8) or
one -twentieth (1/20) of one percent (1%) per annum. The maximum
differential between the highest and lowest rate shall not exceed
three percent (3%) per annum. All the Bonds of this issue
maturing at the same time shall bear the same interest rate, and
the rate bid for each succeeding maturity of the Bonds maturing
after August 1, 2007, must increase except to the extent that the
rate bid for two or more consecutive maturities is repeated. A
zero rate cannot be named for all or part of the time from the
date of any Bond to its stated maturity, and any premium must be
paid in the funds specified for the payment of the bonds as part
of the purchase price.
Section 5: PAYMENT OF BONDS
Both the principal of and
payable in lawful money of the
registered owners thereof, whose
on the registration records of
maintained by the Bond Registrar
interest on the Bonds shall be
United States of America to the
names and addresses shall appear
the City (the "Bond Register"),
Principal of each Bond shall be paid to the registered owner
thereof, upon presentation and surrender of such Bond by the
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registered owner at the principal corporate trust office of the
Bond Registrar, on or after the date of maturity or prior
redemption.
Payment of each installment of interest shall be made 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, 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.
Section 6: EXECUTION OF BONDS
If the book -entry -only system is discontinued as provided in
Section 3(B), the Bonds shall be issued in certificate form. In
such event, the City shall, without unreasonable delay, cause the
Bonds to be prepared, executed, and delivered, which Bonds shall
be lithographed or printed with engraved or lithographed borders.
The certificated Bonds shall be substantially in the form of
Exhibit "C" which is annexed hereto, shall be signed by the
Mayor, countersigned by the City Treasurer, and attested by the
City Clerk (any of which signatures may be manual or by
facsimile), and shall have the seal of the City affixed thereto
or a facsimile of the seal imprinted thereon. The Bonds shall
then be delivered to the Bond Registrar for authentication.
Until the Bonds are prepared, the City may, if deemed
necessary by the Mayor, utilize a temporary bond or bonds which
shall be typewritten, and which shall be delivered to the
purchaser of the Bonds in lieu of definitive bonds, subject to
the same provisions, limitations, and conditions as the Bonds.
The temporary bonds shall be dated as of the date of the Bonds,
shall be in the aggregate principal amount of $2,850,000, shall
be numbered T-1 and consecutively thereafter, shall be substan-
tially of the tenor of the Bonds, but with such omissions,
insertions, and variations as may be appropriate to temporary
bonds, and shall be manually signed by the Mayor, the Treasurer,
the Clerk, and the Bond Registrar, and shall have the seal of the
City impressed thereon.
In case any of the officers who shall have signed or
countersigned any of the Bonds shall cease to be such officer or
officers of the City before the Bonds so signed or countersigned
shall have been authenticated or delivered by the Bond Registrar,
or issued by the City, such Bonds may nevertheless be authenti-
cated, 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 Bond may also be signed and
countersigned on behalf of the City by such persons as at the
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actual date of execution of such Bonds shall be the proper
officers of the City although at the original date of such Bond
any such person shall not have been such officer of the City.
Only such of the Bonds as shall bear thereon a certificate
of authentication in the form set forth in Exhibit "A," 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 Bonds so authenticated have been duly executed, authen-
ticated, and delivered hereunder and are entitled to the benefits
of this Ordinance.
Section 7: BOND REGISTRAR
The Corporate Trust Department U.S. Bank National
Association, 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 issued or transferred in
accordance with the provisions of such Bonds and this Ordinance
and to carry out all of the Bond Registrar's powers and duties
under this Ordinance.
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 principal corporate trust 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 of the same denomination, maturity, and interest rate as the
surrendered Bond. The new Bond 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 duly provided for. This section is intended to
provide for a system of registration as provided by Title 57,
Chapter 9, Idaho Code.
The Bond Registrar shall not be required to exchange or
transfer any Bond within fifteen (15) days of an interest payment
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date or, in the case of any redemption of Bonds, within fifteen
(15) days of the redemption date.
Section 8: REDEMPTION
Bonds maturing on or before August 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 August 1,
2006, at the option of the City, the Bonds maturing on or after
August 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), upon notice as hereinafter
provided, at par plus accrued interest to the date of redemption.
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 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 sixty 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 and 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.
Section 9: DATE OF SALE
The Bonds shall be sold at public sale on April 22, 1998.
The Council shall meet at 7:30 o'clock P.M., Mountain Daylight
Time, on said date, at City Hall, Eagle, Idaho, for the purpose
of receiving sealed bids for the purchase of the Bonds. The bids
will be publicly opened, examined, and declared at such time and
place, and considered at the meeting of the Council on said
date. All bids shall be accompanied by a good faith deposit in
the amount of $142,500, in the form of a cashier's or certified
check payable to the Treasurer of the City or a Financial Surety
Bond meeting the requirements set forth in Exhibit "E" which is
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annexed hereto. At said meeting, the Council shall accept the
bid providing the lowest true interest cost to the City, and
shall return the deposits of all other bidders. Said sale shall
be held, and notice thereof given, in accordance with Title 57,
Chapter 2, Idaho Code. None of the Bonds shall be sold at less
than par plus accrued interest, nor shall any discount or
commission be allowed or paid to the purchaser of the Bonds.
Section 10: NOTICE OF SALE
The Notice of Sale, as prepared by the City's bond counsel,
in conjunction with the City's financial consultant,
substantially in the form attached hereto as Exhibit "D" and by
this reference incorporated herein, is hereby approved. The
Mayor and Clerk are hereby directed to execute the Notice of Sale
on behalf of the City, and to call for bids for the sale of the
Bonds, such bids to be received on April 22, 1998, all in the
manner more particularly set forth in the Notice of Sale. The
Notice of Sale shall be published in a newspaper of general
circulation within the City once a week for three (3) successive
weeks, the first publication being at least twenty-one (21) full
days prior to the date of sale, counting the date of publication
as the first of such twenty-one days. The City's financial
consultant is authorized and directed to cause a Notice of Sale
and a Preliminary Official Statement pertaining to the sale of
the Bonds, upon prior approval of the Mayor, to be distributed to
such municipal bond broker-dealers, such banking institutions,
and to such other persons as may be interested in purchasing the
Bonds herein offered for sale. The expanded Notice of Sale
substantially in the form attached hereto as Exhibit "E" is
hereby approved for use in conjunction with the Preliminary
Official Statement and the final Official Statement.
Section 11: CAPITAL IMPROVEMENT FUND
There is hereby created a fund and account separate and
distinct from all other funds of the City, to be held by the City
Treasurer, known as the "City of Eagle Library Project Capital
Improvement Fund" (the "Capital Improvement Fund"), into which
shall be deposited all of the proceeds of the sale of the Bonds,
except accrued interest, if any, which shall be deposited into
the Bond Fund, hereinafter created. The Bond proceeds shall be
used to pay for the costs of the capital improvements heretofore
authorized. In the event there are funds remaining in said
Capital Improvement Fund after all expenditures for improvements
as set forth hereinabove, any surplus funds attributable to the
Bonds shall be deposited into the Bond Fund and used for the
payment of principal of and interest on the outstanding Bonds as
the same shall accrue.
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Section 12: TAX LEVY
The Bonds are general obligations of the City, and as such
the full faith and credit of the City are hereby pledged for
their payment. The officers now or hereafter charged by law with
the duty of levying taxes for the payment of said Bonds and
interest thereon shall, in the manner provided by law, make
annual levies, unlimited as to rate or amount, upon all of the
taxable property within said City sufficient in amount to meet
the annual payments of principal and the semiannual payments of
interest maturing and accruing as set forth in Sections 3 and 4
hereinabove.
Said taxes when collected shall be placed in the Bond Fund
and shall be used for no other purpose than for the payment of
principal of, redemption premium, if any, and interest on the
Bonds as the same become due, so long as any of the Bonds remain
outstanding and unpaid. Nothing herein shall be construed to
prevent the City from paying the principal of, redemption
premium, if any, and interest on the Bonds from any other funds
in its hands and available for such purpose, it being the intent
hereof that principal of, redemption premium, if any, and
interest on the Bonds falling due at any time when the proceeds
of said tax levies may not be available shall be paid from other
funds of the City and reimbursed from the proceeds of said taxes
when said taxes shall have been collected.
Section 13: GENERAL OBLIGATION BOND FUND
The proceeds of taxes levied without limitation as to rate
or amount to pay the principal of and interest on the Bonds, as
set forth above, shall be kept by the Treasurer of the City in a
special fund, which is hereby created, separate and apart from
all other funds, and which is hereby designated "City of Eagle
General Obligation Bonds, Series 1998, Bond Fund" (the "Bond
Fund"), or such other designation conforming to banking require-
ments 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 Bonds as the same fall due. Said Bond Fund
shall be maintained by the City Treasurer until the principal of
and interest on said Bonds have been paid in full. Not less than
five (5) days prior to any payment date of interest, or principal
and interest, as the case may be, the Treasurer shall cause to be
transferred from the Bond Fund to the Bond Registrar the amount
of interest, or principal and interest, then falling due.
Section 14: LOST, STOLEN, MUTILATED OR DESTROYED BONDS
In case any Bond shall be lost, stolen, mutilated, or
destroyed, the Bond Registrar may authenticate and deliver a new
Bond of like date, denomination, number, interest rate, maturity,
tenor, and effect to the Registered Owner thereof upon the
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Registered Owner's paying the expenses and charges of the City in
connection therewith and upon his filing with the Bond Registrar
and the City evidence satisfactory to the Bond Registrar and the
City that such Bond was actually lost, stolen, mutilated or
destroyed, and of his ownership thereof, and upon furnishing the
Bond Registrar and the City with indemnity satisfactory to the
Bond Registrar and the City.
Section 15: PROVISION FOR DEFEASANCE OF THE BONDS
In the event that money or direct obligations of, or
obligations guaranteed by, the United States of America, as
provided by Section 57-504, Idaho Code, as it now reads or is
hereafter amended, 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 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 for the payment of the
principal of and interest on the Bonds, 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 16: COVENANTS OF THE CITY
The City further covenants and agrees:
A. In accordance with Section 149(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), the Bonds shall be
issued and remain in fully registered form in order that interest
thereon be excluded from gross income of the owners of the Bonds
for federal income tax purposes. The City covenants and agrees
that it will take no action to permit the Bonds to be issued in,
or converted to, bearer or coupon form.
B. The Bonds are hereby designated as "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 1998.
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 trade or business 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
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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 City has general taxing powers. The Bonds are not
"private activity bonds" within the meaning of Section 141 of the
Code. 95% or more of the net proceeds of the Bonds are to be
used for the local governmental activities of the City. The City
has no subordinate entities. The City has not issued, and has no
present expectation of issuing, tax-exempt obligations in
calendar year 1998 in a face amount which exceeds $5,000,000.
Accordingly, under Section 148(f) (4) (D) of the Code, the City is
not required to pay rebates to the United States under Section
148(f) of the Code.
E. The Mayor, City Clerk, and City 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 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 and the regulations
promulgated thereunder in order to prevent the Bonds from
becoming "arbitrage 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 shall, not later
than 60 days after the payment of such expenditure, adopt an
official intent resolution in the manner provided by Section
1.150-2 of the Treasury Regulations.
H. The Bonds, when added to the principal amount of other
outstanding general obligation bonds of the City, do not exceed,
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in aggregate principal amount, two percent (2's) of the market
value for assessment purposes of real and personal property in
the City within the meaning of Section 50-1019, Idaho Code, nor
will the City issue, so long as the Bonds are outstanding,
additional general obligation bonds which, when added to the
principal amount of Bonds then outstanding, will exceed the then -
applicable limitations of Section 50-1019, Idaho Code, or any
applicable successor statutes.
I. The City will comply with the requirements of Rule
15c2 -12(b)(5) of the U. S. Securities and Exchange Commission
with respect to the continuous disclosure of financial
information and operating data and of certain material events
with respect to the Bonds, as more fully set forth in the
Information Reporting Agreement which is annexed hereto as
Exhibit "G." The Corporate Trust Department of U.S. Bank
National Association, Boise, Idaho, is hereby designated as agent
of the City for purposes of Rule 15c(2)-12.
Section 17: RIGHT OF FINANCIAL ADVISOR TO SUBMIT BID
U.S. Bank National Association, the financial advisor to the
City, is hereby authorized to submit a bid for the Bonds herein
authorized to be advertised for sale. Should U.S. Bank National
Association be the successful bidder for the Bonds, then no
compensation for its services as financial advisor shall be paid
by the City.
Section 18: RATIFICATION
All actions (not inconsistent with the provisions of this
Ordinance) heretofore taken by the Council and its employees,
with respect to the acquisition, construction and installation of
the capital improvements, and the issuance, sale and delivery of
the Bonds, are hereby in all respects ratified, approved, and
confirmed.
Section 19: FURTHER AUTHORITY
The Mayor, City Clerk, and City Treasurer, or any one of
them, as may be appropriate, are hereby authorized to execute, on
behalf of the City such additional notices, certifications,
receipts, and other documents as may be required for the sale and
delivery of the Bonds, including, but not limited to, the
Preliminary Official Statement and the Official Statement, and
may execute such provisions for bond insurance at the expense of
the purchaser of the Bonds as may reasonably be required to
effect the sale of the Bonds.
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Section 20: SEVERABILITY
If any sentence, phrase, paragraph, section, or subsection
of this Ordinance shall be declared by any court of competent
jurisdiction to be contrary to law, then the same shall be deemed
separable from the remainder of this Ordinance and shall in no
way affect the validity of the other provisions of, or of any
Bonds issued pursuant to, this Ordinance.
Section 21: REPEALER
All ordinances or parts thereof in conflict herewith are, to
the extent of such conflict, hereby repealed, and shall have no
further force or effect.
Section 22: EFFECTIVE DATE
This Ordinance, or a summary thereof in compliance with
Section 50-901A, Idaho Code, substantially in the form annexed
hereto as Exhibit °F,° shall be published once in the official
newspaper of the City, and shall take effect immediately upon its
passage, approval, and publication.
DATED this 24th day of March, 1998.
CITY OF EAGLE
Ada County, Idaho
By
ATTEST:
tend%
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e' ` r�Clerk
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Page 13
[FORM OF GLOBAL BOND]
CUSIP:
Number
R- $
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 ADA
CITY OF EAGLE
GENERAL OBLIGATION BOND, SERIES 1998
THE CITY OF EAGLE, Ada County, Idaho (the "City"), for value
received, promises to pay from the "City of Eagle General
Obligation Bonds, Series 1998, Bond Fund" (the "Bond Fund"),
created by Ordinance No. 320 of the City, adopted on March 24,
1998 (the "Bond Ordinance"), to CEDE & CO. or registered assigns,
on August 1, , the principal sum of
DOLLARS
and to pay interest thereon from the aforesaid Bond Fund from
May 15, 1998, or the most recent date to which interest has been
paid or duly provided for, at the rate of
percent ( %) per annum, payable on February 1, 1999, and semi-
annually on each August 1 and February 1 thereafter, until the
date of maturity or prior redemption of this Bond. Interest
shall be computed on the basis of a 12 -month, 360 -day year.
Both principal of and interest on this Bond are payable in
lawful money of the United States of America to the registered
owner hereof whose name and address shall appear on the
registration books of the City maintained by the Corporate Trust
Department of U.S. Bank National Association (the "Bond
Registrar"), in Boise, Idaho. Interest shall be paid to the
Page 1 - EXHIBIT "A"
registered owner whose name appears on the Bond Register on the
fifteenth day of the calendar month next preceding the interest
payment date, 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
Resolution 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 $2,850,000 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 50-1019
through 50-1026A, inclusive, and Title 57, Chapters 2 and 9,
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 February 3, 1998. The full
faith and credit of the City have been pledged for the punctual
and full payment of the principal of and interest on this Bond
and the Bonds of this issue. The Bonds are payable from ad
valorem taxes levied and to be levied upon all the taxable
property within said City without limitation as to rate or
amount.
It is hereby certified by the City that the whole
indebtedness of said City, including this issue of Bonds, does
not exceed any limitation of indebtedness fixed by the
Constitution or statutes of the State of Idaho, and that all
things necessary to the validity of this issue of Bonds have
existed, and do exist, and that all things requisite to such
validity have been accomplished and have been done and fulfilled
prior to and in the issuance of this Bond.
Bonds maturing on or before August 1, 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 August 1, 2007, on any interest payment date on or after
August 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.
Page 2 - EXHIBIT "A"
Portions of any Bond of a denomination of more than $5,000
may be redeemed. The portion of any Bond of a denomination of
more than $5,000 to be redeemed shall be in the principal amount
of $5,000 or any integral multiple of $5,000, and in selecting
portions of such Bonds for redemption the Bond Registrar will
treat each such Bond as representing that number of Bonds of
$5,000 denomination which is obtained by dividing the principal
amount of such Bond by $5,000.
Notice of any intended redemption shall be given by mailing
of notice to the registered owner of any Bond being called for
redemption not less than thirty nor more than sixty days prior to
the redemption date by first class mail, postage prepaid, at the
address appearing on the Bond Register. The requirements of the
Bond Resolution 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.
The Bonds are issued for the purpose of providing funds to
pay the costs of acquisition and construction of public street
improvements, as more fully described in the Bond Ordinance.
The Bonds are issued in fully registered form in the
denomination of $5,000 each, or integral multiples thereof within
a maturity. This Bond is transferable by the registered owner
hereof in person, or by his attorney duly authorized in writing,
upon presentation and surrender of this Bond at the principal
corporate trust office of the Bond Registrar. Upon such
transfer, a new Bond, of the same denomination, maturity, and
interest rate, will be issued to the transferee, in exchange
therefor.
Reference is hereby made to the Bond Ordinance for the
covenants and declarations of the City and other terms and
conditions under which this Bond and the Bonds of this issue have
been issued. The covenants contained herein and in the Bond
Ordinance may be discharged by making provision, at any time, for
the payment of the principal of and interest on this Bond in the
manner provided in the Bond Ordinance.
The City and the Bond Registrar may deem and treat the
registered owner hereof as the absolute owner hereof for the
purpose of receiving payments of principal hereof and interest
due hereon and for all other purposes, and neither the City nor
the Bond Registrar shall be affected by any notice to the
contrary.
Page 3 - EXHIBIT "A"
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 Eagle, Ada County, Idaho,
has caused this Bond to be executed by the signatures of the
Mayor and City Treasurer, attested by the City Clerk, and the
official seal of the City to be impressed hereon, as of this
fifteenth day of May, 1998.
CITY OF EAGLE
Ada County, Idaho
Mayor
COUNTERSIGNED:
City Treasurer
ATTEST:
City Clerk
( S E A L )
Page 4 - EXHIBIT "A"
CERTIFICATION OF AUTHENTICATION
Date of Authentication:
This Bond is one of the City of Eagle General Obligation Bonds,
Series 1998, dated as of May 15, 1998, described in the within -
mentioned Bond Ordinance.
U.S. BANK NATIONAL ASSOCIATION
as Bond Registrar
By:
Authorized Signature
Page 5 - EXHIBIT "A"
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto:
Name of Transferee:
Address:
Tax Identification No.
the within Bond and hereby irrevocably constitutes and appoints
of
to transfer said Bond on the books kept for registration thereof
with full power of substitution in the premises.
Dated:
Registered Owner
NOTE: The signature on this
Assignment must correspond with the
name of the registered owner as it
appears upon the face of the within
Bond in every particular, without
alteration or enlargement or any
change whatever.
SIGNATURE GUARANTEED:
Bank, Trust Company or Member
Firm of the New York Stock
Exchange
Authorized Officer
Page 6 - EXHIBIT "A"
Blanket Issuer Letter of Representations
Ito be Completed by Issuer]
CITY OF EAGLE
Ada County, Idaho
[Name of Issuer)
May 19, 1998
[Date:
Attention: Underwriting Department — Eligibility
The Depository Trust Company
55 Water Street; 50th Floor
New York, NY 10041-0099
Ladies and Gentlemen:
This letter sets forth our understanding with respect to all issues (the "Securities) that Issuer
shall request be made eligible for deposit by The Depository Trust Company ("DTC).
To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance
with DTC's Rules with respect to the Securities, Issuer represents to DTC that Issuer will comply
with the requirements stated in DTC's Operational Arrangements, as they may be amended from
time to time.
Note:
Schedule A contains statements that DTC believes
accurately describe DTC, the method of effecting book -
entry transfers of securities distributed through DTC, and
certain related matters.
Received and Accepted
THE DEPOSITORY TRUST COMPANY
By
EXHIBIT "B"
Very truly yours,
CITY OF EAGLE
By:
(Issuer;
(Authorized Officer's Signature:
Rick Yzaquirre, Mayor
(Typewrite Name & Titk'
310 E. State Street
(Street Address)
Eagle Idaho 83616
(City) (State)
(208) 939-6813
(Phone Number)
SCHEDULE A
SAMPLE OFFERING DOCUMENT LANGUAGE
DESCRIBING BOOR -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 fink -registered securities registered m the
name of Cede & Co. (DTC's partnership nominee). One filly -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 3200
million, one certificate will be issued with respect to each S200 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 taut companies that dear 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 DTCs 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 an 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 mord 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 serves 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.
UNITED STATES OF AMERICA
STATE OF IDAHO
COUNTY OF ADA
CITY OF EAGLE
GENERAL OBLIGATION BOND, SERIES 1998
Number
R -
See Reverse Side for
Additional Provisions
Dollars
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP:
May 15, 1998
Registered Owner:
Principal Amount: DOLLARS
THE CITY OF EAGLE, Ada County, Idaho (the "City"), for value
received, promises to pay from the "City of Eagle General
Obligation Bonds, Series 1998, Bond Fund" (the "Bond Fund"),
created by Ordinance No. 320, adopted on March 24, 1998 (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 May 15, 1998, or the most recent
date to which interest has been paid or duly provided for, at the
rate per annum specified above, payable on February 1, 1999, and
semiannually on each August 1 and February 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 registra-
tion books of the City maintained by the Corporate Trust
Department of U.S. Bank National Association (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.
Page 1 - EXHIBIT "C"
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 Eagle, Ada County, Idaho,
has caused this Bond to be executed by the facsimile signatures
of the Mayor and City Treasurer, to be 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 fifteenth day of May,
1998.
CITY OF EAGLE
Ada County, Idaho
[facsimile sianaturel
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 Eagle General Obligation Bonds,
Series 1998, dated as of May 15, 1998, described in the
within -mentioned Bond Ordinance.
U.S. BANK NATIONAL ASSOCIATION
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 $2,850,000 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 50-1019
through 50-1026A, inclusive, and Title 57, Chapters 2 and 9,
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 February 3, 1998. The full faith
and credit of the City have been pledged for the punctual and
full payment of the principal of and interest on this Bond and
the Bonds of this issue. The Bonds are payable from ad valorem
taxes levied and to be levied upon all the taxable property
within said City without limitation as to rate or amount.
It is hereby certified by the City that the whole
indebtedness of said City, including this issue of Bonds, does
not exceed any limitation of indebtedness fixed by the
Constitution or statutes of the State of Idaho, and that all
things necessary to the validity of this issue of Bonds have
existed, and do exist, and that all things requisite to such
validity have been accomplished and have been done and fulfilled
prior to and in the issuance of this Bond.
Bonds maturing on or before August 1, 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 August 1, 2007, on any interest payment date on or after
August 1, 2006, in whole or in part, at the discretion of the
Page 3 - EXHIBIT "C"
City (and by lot selected by the Bond Registrar within a
maturity), at par plus accrued interest to the date of
redemption.
Portions of any Bond of a denomination of more than $5,000
may be redeemed. The portion of any Bond of a denomination of
more than $5,000 to be redeemed shall be in the principal amount
of $5,000 or any integral multiple of $5,000, and in selecting
portions of such Bonds for redemption the Bond Registrar will
treat each such Bond as representing that number of Bonds of
$5,000 denomination which is obtained by dividing the principal
amount of such Bond by $5,000.
Notice of any intended redemption shall be given by mailing
of notice to the Registered Owner of any Bond being called for
redemption not less than thirty nor more than sixty days prior to
the redemption date by first class mail, postage prepaid, at the
address appearing on the Bond Register. The requirements of the
Bond Ordinance shall be deemed to be complied with when notice is
mailed as herein provided, regardless of whether or not it is
actually received by the owner of such Bond. Interest on all of
such Bonds so called for redemption shall cease to accrue on the
specified redemption date unless such Bond or Bonds so called for
redemption are not redeemed upon presentation made pursuant to
such call.
The Bonds are issued for the purpose of providing funds to
pay the cost of the acquisition and construction of public street
improvements, as more fully described in the Bond Ordinance.
The Bonds are issued in fully registered form in the
denomination of $5,000 each or integral multiples thereof within
a maturity. This Bond is transferable by the registered owner
hereof in person, or by his attorney duly authorized in writing,
upon presentation and surrender of this Bond at the principal
corporate trust office of the Bond Registrar. Upon such
transfer, a new Bond, of the same denomination, maturity, and
interest rate, will be issued to the transferee, in exchange
therefor.
Reference is hereby made to the Bond Ordinance for the
covenants and declarations of the City and other terms and
conditions under which this Bond and the Bonds of this issue have
been issued. The covenants contained herein and in the Bond
Ordinance, may be discharged by making provision, at any time,
for the payment of the principal of and interest on this Bond in
the manner provided in the Bond Ordinance.
The City and the Bond Registrar may deem and treat the
registered owner hereof as the absolute owner hereof for the
purpose of receiving payments of principal hereof and interest
due hereon and for all other purposes, and neither the City nor
Page 4 - EXHIBIT "C"
the Bond Registrar shall be affected by any notice to the
contrary.
LEGAL OPINION
It is hereby certified that the following is a true and
complete copy of the legal opinion of Moore & McFadden,
Chartered, of Boise, Idaho, which opinion was dated the date of
delivery of and payment for the Bonds described therein, an
original of which was delivered to me on said date, and is a part
of the permanent records of the City of Eagle, Idaho.
CITY OF EAGLE
Ada County, Idaho
[facsimile signature]
City 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
(Cust) (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 5 - 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 Assign-
ment must correspond with the name
of the registered owner as it
appears upon the face of the within
Bond in every particular, without
alteration or enlargement or any
change whatever.
SIGNATURE GUARANTEED:
Bank, Trust Company or Member
Firm of the New York Stock
Exchange
Authorized Officer
Page 6 - EXHIBIT "C"
NOTICE OF SALE
CITY OF EAGLE
Ada County, Idaho
GENERAL OBLIGATION BONDS, SERIES 1998
PRINCIPAL AMOUNT $2,850,000
NOTICE IS HEREBY GIVEN that sealed bids will be received
until 7:30 o'clock P.M., Mountain Daylight Time, on
WEDNESDAY, APRIL 22, 1998
at the office of the City Clerk of the City of Eagle, Ada County,
Idaho (the "City"), or at the office of the Government Banking
Department of U.S. Bank National Association, 101 S. Capitol
Blvd., P.O. Box 8247, Boise, Idaho 83733, as financial advisor
to the City, for the above issue of City of Eagle General
Obligation Bonds, Series 1998, in the principal amount of
$2,850,000 (the "Bonds"). The bids will be publicly opened,
examined, and declared at a meeting of the City Council of the
City at 7:30 o'clock P.M., Mountain Daylight Time, on said date.
The Bonds will be awarded to the responsible bidder offering the
lowest effective interest cost to the City.
The Bonds will be in the denomination of $5,000 each, or
integral multiples thereof within a maturity, will be dated
May 15, 1998, will bear interest from their date at a rate to be
determined by the bids submitted, computed on a 360 -day year of
twelve 30 -day months, but not to exceed ten percent (1096) per
annum, payable commencing on February 1, 1999, and semiannually
on each August 1 and February 1 thereafter, and will be due
serially on August 1 in the years and amounts as follows:
Maturity Date Principal Amount
August 1, 1999
August 1, 2000
August 1, 2001
August 1, 2002
August 1, 2003
August 1, 2004
August 1, 2005
August 1, 2006
August 1, 2007
August 1, 2008
August 1, 2009
August 1, 2010
August 1, 2011
August 1, 2012
August 1, 2013
August 1, 2014
August 1, 2015
Page 1 - EXHIBIT "D"
$ 65,000
100,000
105,000
110,000
115,000
120,000
125,000
135,000
140,000
150,000
155,000
160,000
170,000
175,000
185,000
195,000
205,000
Maturity Date Principal Amount
August 1, 2016
August 1, 2017
$ 215,000
225,000
Bonds maturing on or before August 1, 2006, are not subject
to call or redemption prior to their stated dates of maturity.
On any interest payment date on or after August 1, 2006, at the
option of the City, the Bonds maturing on or after August 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), upon notice as hereinafter provided, at par
plus accrued interest to the redemption date.
All Bonds of the same maturity must bear a single rate of
interest. The rate bid for each succeeding maturity after
August 1, 2007, must increase, except that the rate bid for two
or more consecutive maturities may be repeated. A zero rate
cannot be named for any maturity. No bid for less than the par
amount of the Bonds will be accepted.
The Bonds will be issued in book -entry -only form, in
accordance with the book -entry -only practices of the Depository
Trust Company, New York, New York.
All bids must be accompanied by a good faith deposit in the
amount of $142,500. Interest will not be allowed on the good
faith deposit.
The approving legal opinion will be furnished by the law
firm of Moore & McFadden, Chartered, Boise, Idaho.
Copies of the Official Statement and Notice of Sale and
other related information with respect to said Bonds may be
obtained from the Government Banking Department of U.S. Bank
National Association, telephone: (208) 383-7243, or the City
Clerk, telephone (208) 939-6813.
DATED this 24th day of March, 1998.
CITY OF EAGLE
Ada County, Idaho
Mayor
City Clerk
Page 2 - EXHIBIT "D"
NOTICE OF SALE
CITY OF EAGLE
Ada County, Idaho
GENERAL OBLIGATION BONDS, SERIES 1998
PRINCIPAL AMOUNT $2,850,000
NOTICE IS HEREBY GIVEN that the City Council of the City of
Eagle, Ada County, Idaho, will, up to 7:30 o'clock P.M., Mountain
Daylight Time, on
WEDNESDAY, APRIL 22, 1998
receive, at the office of the City Clerk of the City of Eagle,
Ada County, Idaho (the "City"), or at the office of the
Government Banking Department of U.S. Bank National Association,
101 S. Capitol Blvd., P.O. Box 8247, Boise, Idaho 83733, as
financial advisor to the City, sealed bids for the purchase of
"City of Eagle General Obligation Bonds, Series 1998," in the
principal amount of $2,850,000. The bids will be publicly
opened, examined, and declared at a meeting of the City Council
of the City at 7:30 o'clock P.M., Mountain Daylight Time, on said
date.
ISSUE:
The Bonds, designated "City of Eagle General
Obligation Bonds, Series 1998" (the "Bonds"),
will be issued in the aggregate principal amount
of $2,850,000, will be in the denomination of
$5,000 each or integral multiples thereof within
a maturity, and will be dated May 15, 1998.
MATURITY: The Bonds will mature on August first in the
amounts and years as follows:
Maturity Date Principal Amount
August 1, 1999
August 1, 2000
August 1, 2001
August 1, 2002
August 1, 2003
August 1, 2004
August 1, 2005
August 1, 2006
August 1, 2007
August 1, 2008
August 1, 2009
August 1, 2010
August 1, 2011
Page 1 - EXHIBIT "E"
$ 65,000
100,000
105,000
110,000
115,000
120,000
125,000
135,000
140,000
150,000
155,000
160,000
170,000
INTEREST:
CALLABLE:
Maturity Date Principal Amount
August 1, 2012
August 1, 2013
August 1, 2014
August 1, 2015
August 1, 2016
August 1, 2017
$ 175,000
185,000
195,000
205,000
215,000
225,000
The Bonds will bear interest from their date at
a rate to be determined by the bids submitted,
computed on a 360 -day year of twelve 30 -day
months, but not to exceed ten percent (10.0%)
per annum, payable on February 1, 1999, and
semiannually on each August 1 and February 1
thereafter, to their respective dates of
maturity or prior redemption.
Bonds maturing on or before August 1, 2006, are
not subject to call or redemption prior to their
stated dates of maturity. On any interest
payment date on or after August 1, 2006, at the
option of the City, the Bonds maturing on or
after August 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), upon
notice as hereinafter provided, at par plus
accrued interest to the date of redemption.
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 redemption of any Bonds shall be given
by mailing of notice to the Registered Owner of
any Bond being called for redemption not less
than thirty nor more than sixty days prior to
the redemption date at the address shown on the
Bond Register, or at such other address as may
be furnished in writing by such Registered Owner
to the Bond Registrar. The Bonds so called for
redemption shall cease to accrue interest on the
Page 2 - EXHIBIT "E"
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.
DEFEASANCE: In the event that money or direct obligations
of, or obligations guaranteed by, the United
States of America, maturing or having guaranteed
redemption prices at the option of the owner at
such times and bearing interest to be earned
thereon in such amounts as are sufficient
(together with any resulting cash balances) to
redeem and retire 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 the City shall
not be required to make further payments into
the Bond Fund for the payment of the principal
of and interest on the Bonds, and such Bonds and
interest accrued thereon shall then cease to be
entitled to any lien, benefit, or security of
the Bond Ordinance other than 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.
PAYABLE: The principal of and interest on the Bonds are
payable in lawful money of the United States of
America to the registered owners thereof, whose
names and addresses shall appear on the Bond
Register of the City.
Payment of each installment of interest on the
Bonds will be made to the registered owner of
each Bond appearing as such on the Bond Register
of the City on the fifteenth day of the calendar
month next preceding the interest payment date,
and will be paid by check or draft of the Bond
Registrar mailed to such registered owner on the
due date at the address of such registered owner
as it appears on the Bond Register, or at such
other address as may be furnished in writing by
such registered owner to the Bond Registrar.
Principal of each Bond will be paid to the
registered owner thereof upon presentation and
surrender of such Bond at the principal
corporate trust office of the Bond Registrar, on
or after the date of maturity or prior
redemption.
Page 3 - EXHIBIT "E"
AWARD:
Award or rejection of bids will be made on the
date above stated for receipt of bids. The
Bonds will be awarded to the responsible bidder
offering to pay not less than par and accrued
interest and specifying a rate or rates which
results in the lowest effective interest cost to
the City, computed from the date of the Bonds to
maturity. The effective interest rate to the
City shall be the interest rate per annum
determined on a per annum true interest cost
based on the discounting of the scheduled debt
service payments of the City on the Bonds (based
on such rate or rates of interest so bid) to the
dated date of the Bonds, compounded
semiannually, and to the bid price, excluding
accrued interest to the date of delivery.
Interest cost shall be computed on a 360 -day
year of twelve 30 -day months.
SPECIFICATION Bidders must specify the rate or rates of
OF INTEREST: interest which the Bonds herein offered for sale
shall bear. The interest rate stated in the bid
may be repeated and may be in multiples of one-
eighth (1/8) or one -twentieth (1/20) of one
percent (1%) per annum. The maximum differential
between the highest and lowest rate shall not
exceed three percent (3%) per annum. All the
Bonds of this issue maturing at the same time
shall bear the same interest rate and the rate
bid for each succeeding maturity of the Bonds
maturing after August 1, 2007, must increase
except to the extent that the rate bid for two
or more consecutive maturities is repeated. A
zero rate cannot be named for all or part of the
time from the date of any Bond to its stated
maturity, and any premium must be paid in the
funds specified for the payment of the Bonds as
part of the purchase price.
FORM OF BID:
Each bid for the Bonds must be unconditional and
for not less than all of the Bonds herein
offered for sale. No bid for less than the par
value of the Bonds will be accepted. Each bid
must state the price to be paid for the Bonds
and the rate or rates of interest to be borne by
the Bonds. Each Bidder agrees by the submission
of a bid to pay accrued interest from the date
of the Bonds to the date of delivery. Bids for
the Bonds shall be identified as follows:
BID FOR $2,850,000 CITY OF EAGLE
GENERAL OBLIGATION BONDS, SERIES 1998
Page 4 - EXHIBIT "E"
Each bid must be enclosed in a sealed envelope
addressed to the City Clerk of the City of
Eagle, City Hall, 310 E. State Street, Eagle,
Idaho 83616, and marked as above indicated.
BID SECURITY: A Good Faith Deposit (the "Deposit") in the form
of a certified or cashier's check or a Financial
Surety Bond in the amount of $142,500, payable
to the order of the Treasurer of the City, is
required for each bid to be considered. If a
check is used, it must accompany each bid. If a
Financial Surety Bond is used, it must be from
an insurance company licensed to issue such a
bond in the State of Idaho, and such bond must
be submitted to the City or its Financial
Advisor prior to the opening of the bids. The
Financial Surety Bond must identify each bidder
whose Deposit is guaranteed by such Financial
Surety Bond. If the Bonds are awarded to a
bidder utilizing a Financial Surety Bond, then
that purchaser (the "Purchaser") is required to
submit its Deposit to the City or its Financial
Advisor in the form of a cashier's check (or
wire transfer such amount as instructed by the
City or its Financial Advisor) not later than
1:30 P.M. on the next business day following the
award. If such Deposit is not received by that
time, the Financial Surety Bond may be drawn by
the City to satisfy the Deposit requirement. No
interest on the Deposit will accrue to the
Purchaser. The Deposit will be applied to the
purchase price of the Bonds. In the event the
Purchaser fails to honor its accepted bid, the
Deposit will be retained by the City.
RIGHT OF The City reserves the right to reject any or
REJECTION: all bids and to waive, to the extent permitted
by law, any irregularity or informality in any
bid.
PROMPT AWARD: The City will take action awarding the Bonds or
rejecting all bids not later than the end of the
meeting of the City Council on April 22, 1998.
PROMPT The Bonds are expected to be ready for delivery
DELIVERY: to the purchaser on or about May 19, 1998. The
purchaser shall have the right to cancel the
contract of purchase if the City fails to
execute and tender the Bonds for delivery within
sixty (60) days from the date of sale.
Page 5 - EXHIBIT "E"
CERTIFICATE Within five (5) days after the award of the bid,
OF REOFFERING the successful bidder shall submit to Bond
PRICES: Counsel for the City a certificate, in form and
substance satisfactory to Bond Counsel,
specifying for each maturity the expected bona
fide reoffering price of the Bonds of each
maturity, as of the date of the award of the
bid. Prior to delivery of the Bonds, the
successful bidder must submit to Bond Counsel
for the City a certificate, in form and
substance satisfactory to Bond Counsel, stating
that a bona fide public offering of the Bonds
was made to the public at the prices indicated
in the first certificate, and identifying the
amounts, maturities, and prices at which any
Bonds were actually sold to institutions or
other investors at a discount from the offering
price to the public. For purposes of this
paragraph, sales of Bonds to other securities
brokers or dealers will not be counted as sales
to the public.
REGISTRATION: Prior to the delivery of the Bonds, they shall
be registered by the Bond Registrar in the Bond
Register.
BOND The City will make the necessary applications to
INSURANCE: qualify the Bonds for municipal bond insurance,
and, if the Bonds are sold subject to insurance,
the City will execute such agreements and other
documents as may reasonably be required by the
bond insurer. Any bond insurance will be
provided at the expense of the purchaser. The
City does intend to apply for an independent
bond rating.
PLACE OF
DELIVERY:
The Bonds will be delivered to the purchaser in
Boise, Idaho, or, at the expense of the pur-
chaser, at any other place agreed to by the City
Council of the City.
BOOK -ENTRY- The Bonds will be issued in book -entry -only form
ONLY -FORM: in accordance with the book -entry -only practices
of The Depository Trust Company, New York, New
York, as more fully described in the ordinance
authorizing the issuance of the Bonds and in the
Official Statement relating to the Bonds.
CUSIP: CUSIP identification numbers may be printed upon
the Bonds at the option of the purchaser, but
neither the failure to print such number on any
Page 6 - EXHIBIT "E"
PAYMENT:
AUTHORITY:
SECURITY:
Bond nor an error with respect thereto shall
constitute cause for a failure or refusal by the
purchaser to accept delivery of and pay for the
Bonds in accordance with the terms of his bid.
Requesting the assignment of CUSIP numbers,
expenses related to the printing of CUSIP
numbers on the Bonds and the CUSIP Service
Bureau charge for the assignment of numbers,
shall be the responsibility of and shall be paid
by the purchaser.
Payment for the Bonds must be made in Federal
Reserve Bank funds or other funds acceptable and
immediately available to the City. Any expense
of making funds immediately available, whether
by transfer of Federal Reserve Bank funds or
otherwise, shall be borne by the purchaser.
The Bonds are issued pursuant to the applicable
provisions of Sections 50-1019 through 50-1026A
and Title 57, Chapters 2 and 9, Idaho Code, and
pursuant to Ordinance No. 320 of the City,
adopted on March 24, 1998.
The Bonds are general obligations of the City,
and are payable from the proceeds of ad valorem
taxes on all taxable property within said City
to be levied without limitation as to rate or
amount.
LEGAL OPINION: The legal opinion of Moore & McFadden,
Chartered, of Boise, Idaho, approving the
validity of the Bonds, will be provided without
charge to the purchaser at the time of delivery
of the Bonds. Fees payable to Moore & McFadden,
Chartered as Bond Counsel are payable solely
from the proceeds of the Bonds.
TAX-EXEMPT: In the opinion of Bond Counsel, interest on the
Bonds is excluded from gross income for purposes
of federal income taxation under present
statutes, court decisions, and regulations
(except for certain minimum taxes), and is
excluded from gross income for purposes of
taxation by the State of Idaho.
In the event that, prior to the delivery of the
Bonds, the income received by private holders
from bonds of the same type and character shall
be declared to be taxable under federal income
tax laws, either by the terms of such laws or by
a ruling of a federal income tax authority or
Page 7 - EXHIBIT "E"
official which is followed by the Internal
Revenue Service or a decision of any federal
court, the purchaser may, at the option of the
purchaser, prior to the tender of the Bonds by
the City, be relieved of the obligation under
the contract to purchase the Bonds.
A certificate that the Bonds are not arbitrage
bonds within the meaning of Section 148 of the
Internal Revenue Code of 1986 will be provided
to the purchaser at the time of delivery of the
Bonds.
BANK PURCHASE: The City has designated the Bonds as "qualified
tax-exempt obligations" pursuant to Section
265(b)(3) of the Internal Revenue Code of 1986.
NO
LITIGATION:
There is no litigation pending concerning the
validity of the Bonds, the organization of the
City, or the title of its officers to their
respective offices, and the City will provide a
certificate to the foregoing as of the time of
the delivery of the Bonds.
DISCLOSURE The closing papers will include a certificate
CERTIFICATE: executed by the Mayor, the Clerk, Treasurer, or
other officer of the City, confirming to the
successful bidder that, to the best of the
knowledge of the signers, and after reasonable
investigation, (a) at the time of sale of the
Bonds and at the time of delivery of the Bonds,
the Official Statement (as amended or
supplemented as of the time of sale) did not
contain any untrue statement of a material fact
or omit to state a material fact necessary to
make the statements therein, in the light of the
circumstances under which they were made, not
misleading, and (b) there has been no material
adverse change in the operations or financial
affairs of the City since the time of such sale.
OFFICIAL The Preliminary Official Statement of the City,
STATEMENT: together with any appendices thereto, is
prepared to provide further information material
to the Bonds, and is a part of this Notice of
Sale as if set forth herein in full. Pursuant
to Securities and Exchange Commission Rule 15c2-
12, the City deems the Preliminary Official
Statement as final as of its date except for the
omission of information dependent upon the
pricing of the issue, such as offering price,
interest rate, selling compensation, delivery
Page 8 - EXHIBIT "E"
date, any other terms or provisions required to
be specified in the competitive bid, rating, or
other terms dependent upon the foregoing
matters. Copies of this Notice of Sale and the
Official Statement may be obtained from the
City's financial advisor, the Government Banking
Department of U.S. Bank National Association,
101 S. Capitol Blvd., Boise, Idaho 83733,
Telephone No. (208) 383-7243, or from the City
Clerk, City of Eagle, City Hall, 310 E. State
Street, Eagle, Idaho 83616, Telephone No. (208)
939-6813. The City hereby agrees to deliver or
cause to be delivered, within seven (7) business
days after any final agreement to purchase the
Bonds, copies of a final Official Statement in
sufficient quantity to comply with paragraph
(b)(4) of Securities and Exchange Commission
Rule 15c2-12 and the rules of the Municipal
Securities Rulemaking Board. Upon request, a
reasonable number of copies of this Notice of
Sale and the Official Statement will be provided
by the City without cost to the purchaser.
DISCLOSURE The City will enter into an Information
INFORMATION Reporting Agreement, in accordance with the
AGREEMENT: provisions of Rule 15c2 -12(b)(5) promulgated by
the U.S. Securities and Exchange Commission, as
amended or interpreted by the Securities and
Exchange Commission (the "Rule"), for the
benefit of the beneficial owners, registered
owners, and holders of the Bonds, to file
annually, with each nationally recognized
municipal Securities information repository
("NRMSIR") and with the state information
depository for the State of Idaho, not later
than 180 days following the end of each fiscal
year of the City, beginning with the fiscal year
ending September 30, 1998, the following
financial information and operating data with
respect to the City:
1. Financial Statements of the Issuer.
2. A statement of authorized, issued, and
outstanding general obligation debt of the
Issuer.
3. The assessed value of the property within
the Issuer subject to ad valorem taxation.
4. Ad valorem tax levy rates and amounts and
percentages of taxes collected.
Page 9 - EXHIBIT "E"
If the City fails to provide the required annual
financial information and operating data by the
date required above, it will provide notice of
such failure to each NRMSIR or to the Municipal
Securities Rulemaking Board and to the State
Information Depository for the State of Idaho
designated as such by the Securities and
Exchange Commission.
The City expects to provide such information
through the Corporate Trust Department of U.S.
Bank National Association, Boise, Idaho, as its
designated agent (the "Agent"). The City
reserves the right to modify from time to time
the specific types of information provided, or
the format of the presentation of such
information, in a manner consistent with the
Rule.
In addition, the City will agree to provide or
cause to be provided, in a timely manner, notice
of the occurrence of any the following events
(the "Event Information") with respect to the
Bonds, if, in the judgment of the City, such
event is material:
1. Principal and interest payment delinquen-
cies on the Bonds;
2. Nonpayment related defaults under the
Resolution;
3. Unscheduled draws on debt service reserves
reflecting financial difficulties;
4. Unscheduled draws on credit enhancements
reflecting financial difficulties;
5. Substitution of credit or liquidity
providers, or their failure to perform;
6. Adverse tax opinions or events affecting
the tax-exempt status of the Bonds;
7. Modifications to rights of Bondholders;
8. Bond calls;
9. Defeasances;
10. Release, substitution or sale of property
securing repayment of the Bonds; and
Page 10 - EXHIBIT "E"
11. Rating changes.
The City or the Agent shall deliver the Event
Information to each NRMSIR recognized as such by
the U. S. Securities and Exchange Commission
under the Rule, and to any State Information
Depository operated or designated by the State
of Idaho that is designated by the Securities
and Exchange Commission to receive information
from all issuers within the State of Idaho.
The contact person for the City from whom the
foregoing information, data, and notices can be
obtained shall be the City Treasurer. The name,
address, and telephone number of the initial
contact person are: Sharon K. Smith, City Clerk -
Treasurer, City of Eagle, City Hall, 310 E.
State Street, Eagle, Idaho 83616, Telephone:
(208) 939-6813.
The agreement may be amended only if the City
receives an opinion of independent bond counsel
to the effect that:
1. such amendment is made on connection with a
change in circumstances that arises from a
change in legal requirements, a change in
law, or a change in the types of activities
in which the City is engaged;
2. the agreement, as so amended, would have
complied with the requirements of the Rule
at the time of the primary offering of the
Bonds, after taking into account any
amendments or interpretations of the Rule
as well as any change in circumstances; and
3. such amendment does not materially impair
the interest of the Registered Owners of
the Bonds.
If the amendment results in a change of the
annual financial information and operating data
required to be reported pursuant to the
agreement, the first annual report that contains
the amended operating data or financial
information shall explain, in narrative form,
the reasons for the amendment and the impact of
such change in the type of operating data or
financial information being provided. If the
amendment involves a change in the accounting
principles to be followed in preparing financial
Page 11 - EXHIBIT "E"
statements, the first annual report shall
present a comparison between the financial
statements or information based on the new
accounting principles and those prepared based
on the former accounting principles. Further, if
the annual financial information required to be
provided in the annual report can no longer be
generated because the operations to which it
related have been materially changed or
discontinued, a statement to that effect shall
be included in the first annual report that does
not include such information.
In the event of a failure of the City to comply
with any provision of the agreement, the
beneficial owner, Registered Owner, or holder of
any Bond may take such actions as may be
necessary and appropriate, including seeking
specific performance by court order, to cause
the City to comply with its obligations under
the agreement. A default under the agreement
shall not be deemed to constitute a default
under the Bond Resolution, and the sole remedy
under the agreement in the event of any failure
of the City to comply with the agreement shall
be an action to compel performance.
The City reserves the right to terminate its
obligation to provide annual financial infor-
mation and operating data, and notices of
material events, as set forth above, if and when
the City no longer remains an "obligated person"
with respect to the Bonds within the meaning of
the Rule.
DATED this 24th day of March, 1998.
CITY OF EAGLE
Ada County, Idaho
Mayor
City Clerk
Page 12 - EXHIBIT "E"
SUMMARY OF
ORDINANCE NO. 320
AN ORDINANCE OF THE CITY OF EAGLE, ADA COUNTY, IDAHO, AUTHORIZING
THE ISSUANCE AND SALE OF GENERAL OBLIGATION BONDS, SERIES 1998,
IN THE PRINCIPAL AMOUNT OF $2,850,000; PROVIDING FOR THE
DESIGNATION, PURPOSE, DATE, MATURITIES, EXECUTION, REGISTRATION,
AUTHENTICATION, AND REDEMPTION OF THE BONDS; PROVIDING FOR THE
DATE, TIME, AND PLACE FOR THE SALE OF THE BONDS; PROVIDING FOR
THE PAYMENT OF PRINCIPAL OF AND INTEREST ON THE BONDS BY THE
ANNUAL LEVY OF TAXES; CREATING CERTAIN FUNDS AND ACCOUNTS;
PROVIDING CERTAIN COVENANTS WITH RESPECT TO THE TAX-EXEMPT STATUS
OF INTEREST ON THE BONDS; PROVIDING FOR RELATED MATTERS; AND
PROVIDING AN EFFECTIVE DATE
A summary of the principal provisions of Ordinance No. 320,
of the City of Eagle, Ada County, Idaho, adopted on March 24,
1998, is as follows:
Section 1: Authorizes the issuance of the "City of Eagle
General Obligation Bonds, Series 1998" (the "Bonds"), in the
aggregate principal amount of $2,850,000.
Section 2: Describes the purpose of the Bonds, consisting
generally of payment of the cost of acquisition of a site and
acquisition and construction of a public library facility and
related facilities and equipment, and costs and fees incident
thereto.
Section 3: Describes the Bonds, sets forth a schedule of
maturities of the principal amount of the Bonds, and provides for
issuance of the Bonds in book -entry -only form.
Section 4: Provides for payment of interest on the Bonds
and establishes the maximum rate of interest thereon.
Section 5: Provides for the place and manner of payment of
the Bonds.
Section 6: Provides for the manner of execution and
authentication of Certificated Bonds in the event that the book -
entry -only system is discontinued.
Section 7: Appoints the Corporate Trust Department of U.S.
Bank National Association, Boise, Idaho, as Bond Registrar, and
provides for the system of registration of the Bonds.
Section 8: Provides for redemption of the Bonds.
Section 9: Provides for the public sale of the Bonds on
April 22, 1998.
Page 1 - EXHIBIT "F"
Section 10: Approves a Notice of Sale of the Bonds and
provides for publication thereof.
Section 11: Provides for deposit of the proceeds of the
Bonds into the "City of Eagle Capital Improvement Fund."
Section 12: Provides for the levy of taxes for payment of
the Bonds.
Section 13: Establishes the "City of Eagle General
Obligation Bonds, Series 1998, Bond Fund."
Section 14: Provides for the method of replacing lost,
stolen, mutilated, or destroyed Bonds.
Section 15:
Section 16:
with respect to
matters.
Provides for defeasance of the Bonds.
Provides certain special covenants of the City
the tax-exempt status of the Bonds and other
Section 17: Authorizes the City's financial advisor,
Bank National Association, to submit a bid for the Bonds.
Section 18: Provides for ratification.
Section
Treasurer to
for the sale
U.S.
19: Authorizes the Mayor, City Clerk, and City
execute such additional documents as may be required
and delivery of the Bonds.
Section 20: Provides for severability.
Section 21: Repeals conflicting ordinances.
Section 22: Provides for effective date.
The full text of Ordinance No. 320 is available at City Hall
and will be provided to any person upon personal request during
normal office hours.
DATED this 24th day of March, 1998.
CITY OF EAGLE
Ada County, Idaho
Mayor
ATTEST:
City Clerk
Page 2 - EXHIBIT "F"
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. 320 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 this 24th day of March, 1998.
City Attorney
Page 3 - EXHIBIT "F"
INFORMATION REPORTING AGREEMENT
AGREEMENT, made and executed as of the day of May,
1998, between THE CITY OF EAGLE, Ada County, Idaho (the
"Issuer"), and U.S. BANK NATIONAL ASSOCIATION, acting by and
through its Corporate Trust Department, Boise, Idaho (the
"Agent").
The parties agree:
FIRST: DEFINITIONS
For purposes of this Agreement, the following terms shall
have the following definitions:
"Agent" means the Corporate Trust Department of U.S. Bank
National Association, Boise, Idaho.
"Agreement" means this Information Reporting Agreement
between the Issuer and the Agent.
"Annual Financial Information" means the Financial
Statements and other financial information and operating data set
forth in Paragraph THIRD of this Agreement.
"Bonds" means the City of Eagle, Ada County, Idaho, General
Obligation Bonds, Series 1998, dated May 15, 1998, and issued in
the initial principal amount of $2,850,000 pursuant to the
Ordinance.
"Financial Statements" means the annual financial statements
of the Issuer for the most current Fiscal Year, prepared in
accordance with generally accepted accounting principles
applicable to governmental units, as such principles may be
changed from time to time and as permitted by Idaho law, which
may or may not be audited; provided, that if and when audited
financial statements are prepared and available to the Issuer,
such audited statements will be provided.
"Fiscal Year" means the fiscal year of the Issuer,
commencing October 1 of each year and ending on September 30 of
the following year.
"Issuer" means the City of
municipal corporation of the State
"Material Event" means any of
FOURTH of this Agreement.
Eagle, Ada County,
of Idaho.
the events listed in
Idaho, a
paragraph
"MSRB" means the Municipal Securities Rulemaking Board,
Washington, D.C.
Page 1 - EXHIBIT "G"
"NRMSIR" means a nationally recognized municipal securities
information repository designated by the SEC.
"Ordinance" means, collectively, Ordinance No. 320 of the
Issuer, adopted on March 24, 1998, authorizing the issuance and
sale of the Bonds, and the resolution of the Issuer adopted on
April 22, 1998, pursuant to which the Bonds were sold.
"Owners" means the beneficial owners, registered owners, and
holders of the Bonds.
"Repository" means a NRMSIR or SID.
"Rule" means SEC Rule 15c2 -12(b)(5), as amended or
interpreted by the SEC.
"SEC" means the U.S. Securities and Exchange Commission.
"SID" means the state information depository for the State
of Idaho designated by the SEC.
SECOND: PURPOSE
This Agreement is being executed for the benefit of the
Owners of the Bonds in accordance with the Rule. The Agent
hereby accepts appointment, pursuant to the Ordinance, as agent
of the Issuer for purposes of the Rule.
THIRD: PROVISION OF ANNUAL FINANCIAL INFORMATION
The Issuer, through the Agent, shall file annually, with
each Repository, not later than 180 days following the end of
each Fiscal Year of the Issuer, beginning with the Fiscal Year
which ends September 30, 1998, the following financial
information and operating data.
1. Financial Statements of the Issuer.
2. A statement of authorized, issued, and outstanding
general obligation debt of the Issuer.
3. The assessed value of the property within the Issuer
subject to ad valorem taxation.
4. Ad valorem tax levy rates and amounts and percentages
of taxes collected.
If the Issuer fails to provide the required Annual Financial
Information, the Agent shall provide notice of such failure to
each NRMSIR or to the MSRB and to the SID.
The Issuer reserves the right to modify from time to time
the specific types of information provided, or the format of the
Page 2 - EXHIBIT "G"
presentation of such information, in a manner consistent with the
Rule.
FOURTH: REPORTING OF MATERIAL EVENTS
The Issuer shall provide, through the Agent, in a timely
manner, notice of the occurrence of any of the following events,
if material, with respect to the Bonds:
1. Principal and interest payment delinquencies on the
Bonds;
2. Nonpayment related defaults under the Ordinance;
3. Unscheduled draws on debt service reserves reflecting
financial difficulties;
4. Unscheduled draws on credit enhancements reflecting
financial difficulties;
5. Substitution of credit or liquidity providers, or their
failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt
status of the Bonds;
7. Modifications to rights of Bondholders;
8. Bond calls;
9. Defeasances;
10. Release, substitution or sale of property securing
repayment of the Bonds; and
11. Rating changes.
Whenever the Issuer obtains knowledge of the occurrence of a
Material Event, the Issuer shall, as soon as possible, determine
whether such event would constitute material information for
Owners of the Bonds; provided, that any event listed under 8, 9,
or 11 above will always be deemed to be material.
If the Issuer determines that knowledge of the occurrence of
a Material Event would be material, the Issuer shall promptly
file a notice of such occurrence with each NRMSIR or with the
MSRB and with the SID.
FIFTH: AMENDMENTS
This Agreement may be amended only if the Issuer receives an
opinion of independent bond counsel to the effect that:
Page 3 - EXHIBIT "G"
1. such amendment is made on connection with a change in
circumstances that arises from a change in legal
requirements, a change in law, or a change in the types
of activities in which the Issuer is engaged;
2. this Agreement, as so amended, would have complied with
the requirements of the Rule at the time of the primary
offering of the Bonds, after taking into account any
amendments or interpretations of the Rule as well as
any change in circumstances; and
3. such amendment does not materially impair the interest
of the Owners of the Bonds.
If the amendment results in a change of the annual financial
information and operating data required to be reported pursuant
to this Agreement, the first annual report that contains the
amended operating data or financial information shall explain, in
narrative form, the reasons for the amendment and the impact of
such change in the type of operating data or financial
information being provided. If the amendment involves a change
in the accounting principles to be followed in preparing
financial statements, the first annual report shall present a
comparison between the financial statements or information based
on the new accounting principles and those prepared based on the
former accounting principles. Further, if the annual financial
information required to be provided in the annual report can no
longer be generated because the operations to which it related
have been materially changed or discontinued, a statement to that
effect shall be included in the first annual report that does not
include such information.
SIXTH: TERMINATION
The Issuer reserves the right to terminate its obligation to
provide Annual Financial Information and notices of Material
Events, as set forth above, if and when the Issuer no longer
remains an "obligated person" with respect to the Bonds within
the meaning of the Rule.
SEVENTH: REMEDIES
In the event of a failure of the Issuer to comply with any
provision of this Agreement, the Owner of any Bond may take such
actions as may be necessary and appropriate, including seeking
specific performance by court order, to cause the Issuer to
comply with its obligations under this Agreement. A default
under this disclosure Agreement shall not be deemed to constitute
a default under the Ordinance, and the sole remedy under this
Agreement in the event of any failure of the Issuer to comply
with this Agreement shall be an action to compel performance.
Page 4 - EXHIBIT "G"
EIGHTH: ADDITIONAL INFORMATION
Nothing in this Agreement shall be deemed to prevent the
Issuer from disseminating any other information, using the means
of dissemination set forth in this Agreement or any other means
of communication, or including any other information in any
annual report or notice of occurrence of a Material Event, in
addition to that which is required by this Agreement. If the
Issuer chooses to include any information in any annual report or
notice of occurrence of a Material Event in addition to that
which is specifically required by this Agreement, the Issuer
shall have no obligation under this Agreement to update such
information or include it in any future annual report or notice
of occurrence of a Material Event.
NINTH: BENEFICIARIES
This Agreement shall inure solely for the benefit of the
Issuer and the Owners of the Bonds, and shall create no rights in
any other person or entities.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
CITY OF EAGLE
Ada County, Idaho
By
ATTEST:
City Clerk
Mayor
U.S. BANK NATIONAL ASSOCIATION
By
Page 5 - EXHIBIT "G"
Corporate Trust Officer
MAR. -25' 98 (WED) 10:36 MOORE F—"TADDEN CTD
SUMMARY OF
TEL:208 3' 1202 P. 002
ORDINANCE NO. 320
AN ORDINANCE OF THE CITY OF EAGLE, ADA COUNTY, IDAHO, AUTHORIZING
THE ISSUANCE AND SALE OF GENERAL OBLIGATION BONDS, SERIES 1998,
IN THE PRINCIPAL AMOUNT OF $2,850,000; PROVIDING FOR THE
DESIGNATION, PURPOSE, DATE, MATURITIES, EXECUTION, REGISTRATION,
AultusBLICATION, AND REDEMPTION OF THE BONDS; PROVIDING FOR THE
DATE, TIME, AND PLACE FOR THE SALE OF THE BONDS; PROVIDING FOR
THE PAYMENT OF PRINCIPAL OF AND INTEREST ON THE BONDS BY TEE
ANNUAL LEVY OF TAXES; CREATING CERTAIN FUNDS AND ACCOUNTS;
PROVIDING CER.TAIN COVENANTS WITH RESPECT TO TES TAX-EXEMPT STATUS
OF INTEREST ON THE BONDS; PROVIDING FOR RELATED MATTERS; AND
PROVIDING AN EFFECTIVE DATE
A summary of the principal provisions
of the City of Eagle, Ada County, Idaho,
1998, is as follows:
Section 1: Authorizes the issuance
General Obligation Bonds, Series 1998"
aggregate principal amount of $2,850,000.
Section 2: Describes the purpose of the Bonds, consisting
generally of payment of the cost of acquisition of a site and
acquisition and construction of a public library facility and
related facilities and equipment, and costs and fees incident
thereto.
of Ordinance No. 320,
adopted on March 24,
of the "City of Eagle
(the "Bonds"), in the
Section 3: Describes the Bonds, sets forth a schedule of
maturities of the principal amount of the Bonds, and provides for
issuance of the Bonds in book -entry -only form.
Section 4:
and establishes
Section 5:
the Bonds.
Provides for payment of interest on the Bonds
the maximum rate of interest thereon_
Provides for the place and manner of payment of
Section 6: Provides for the manner of execution and
authentication of Certificated Bonds in the event that the book -
entry -only system is discontinued.
Section 7: Appoints the Corporate Trust Department of U.S.
Bank National Association, Boise, Idaho, as Bond Registrar, and
provides for the system of registration of the Bonds.
Section 8: Provides for redemption of the Bonds.
Section 9: Provides for the public sale of the Bonds on
April 22, 1998.
Page 1
MAR.-25'98(WED) 10:36 MOORE f ',,FADDEN CTD
TEL:208 3
1202
Section 10: Approves a Notice of Sale of the Bonds and
provides for publication thereof.
Section ].1,: Provides for deposit of the proceeds of the
Bonds into the "City of Eagle Capital Improvement Fund."
Section 12:
the Bonds.
Section 1:
Obligation Bonds,
Section 14:
stolen, mutilated,
Section 15:
Provides for the levy of taxes for payment of
Establishes the "City
Series 1998, Bond Fund."
Provides for the method
or destroyed Bonds.
Provides for defeasance of the Bonds.
of Eagle General
of replacing lost,
P. 003
Section 16: Provides certain special covenants of the City
with respect to the tax-exempt status of the Bonds and other
matters.
Section 17: Authorizes the City's financial advisor, U.S.
Bank National Association, to submit a bid for the Bonds.
Section 18: Provides for ratification.
Section
Treasurer to
for the sale
Section
Section
Section
19: Authorizes the Mayor, City Clerk, and City
execute such additional documents as may be required
and delivery of the Bonds.
20: Provides for severability.
21: Repeals conflicting ordinances.
22: Provides for effective date.
The full text of Ordinance No- 320 is available at City Hall
and will be provided to any person upon personal request during
normal office hours.
DATED this 24th day of March, 1998.
ATTEST:
Page 2
CITY OF EAGLE
Ada Coun , Idaho
MAR. -25' 98 (WED) 10:37 MOORE r 'CFADDEN CTD
TEL:208 3 1202 P.004
CERTIFICATION OF CITY ATTORNEY
1, 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. 320 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 this 24th day of March, 1998.
Page 3
e 07,„
City Attorney
Mayor: Rick Yzaguirre
March 25, 1998
The Valley News
P.O. Box 299
Meridian, Idaho 83642
CITY OF EAGLE
P.O. Box 477
Eagle, Idaho 83616
(208) 939-6813
(208) 939-6827 Fax
SENT BY FAX (208) 888-1097 AND MAIL
Dear Patty,
Council: Stanley J. Bastian
Steve Guerber
Nancy Merrill
Lynne Sedlacek
Enclosed please find a copy of the Summary of Ordinance #320 authorizing the issuance and
sale of General Obligation Bonds for the City of Eagle.
Please publish this Summary of Ordinance #320 one time only on Friday, March 27th.
Please send an affidavit of publication (e.g. notarized proof of publication) upon completion of
this requested publication.
As always, if you have any questions regarding this request, please contact me at Eagle City
Hall, 939-6813.
Sincerely
Sharon K. Smith,
City Clerk
SKS:bms
Enclosure: Summary of Ordinance No. 320
H:ICOUNCILILETTERS'.W ESTADA. WPD
Mayor: Rick Yzaguirre
March 25, 1998
The Valley News
P.O. Box 299
Meridian, Idaho 83642
CITY OF EAGLE
P.O. Box 477
Eagle, Idaho 83616
(208) 939-6813
(208) 939-6827 Fax
SENT BY FAX (208) 888-1097 AND MAIL
Dear Patty,
Council: Stanley J. Bastian
Steve Guerber
Nancy Merrill
Lynne Sedlacek
Enclosed please find a copy of the Notice of Sale for the General Obligation Bond of the City of
Eagle.
Please publish this Notice of Sale three times. The first publication being on Friday, March 27th,
the second publication on Friday, April 3'd and the third publication on Friday, April 10t, 1998.
Please send an affidavit of publication (e.g. notarized proof of publication) upon completion of
this requested publication.
As always, if you have any questions regarding this request, please contact me at Eagle City
Hall, 939-6813.
n erely,
Shar n K. Smith,
City Clerk
SKS:bms
Enclosure: Notice of Sale
H:\COUNCIL\LETTERS\W ESTADA. W PD
NOTICE OF SALE
CITY OF EAGLE
Ada County, Idaho
GENERAL OBLIGATION BONDS, SERIES 1998
PRINCIPAL AMOUNT $2,850,000
NOTICE IS HEREBY GIVEN that sealed bids will be received
until 7:30 o'clock P.M., Mountain Daylight Time, on
WEDNESDAY, APRIL 22, 1998
at the office of the City Clerk of the City of Eagle, Ada County,
Idaho (the "City"), or at the office of the Government Banking
Department of U.S. Bank National Association, 101 S. Capitol
Blvd., P.O. Box 8247, Boise, Idaho 83733, as financial advisor
to the City, for the above issue of City of Eagle General
Obligation Bonds, Series 1998, in the principal amount of
$2,850,000 (the "Bonds"). The bids will be publicly opened,
examined, and declared at a meeting of the City Council of the
City at 7:30 o'clock P.M., Mountain Daylight Time, on said date.
The Bonds will be awarded to the responsible bidder offering the
lowest effective interest cost to the City.
The Bonds will be in the denomination of $5,000 each, or
integral multiples thereof within a maturity, will be dated
May 15, 1998, will bear interest from their date at a rate to be
determined by the bids submitted, computed on a 360 -day year of
twelve 30 -day months, but not to exceed ten percent (10%) per
annum, payable commencing on February 1, 1999, and semiannually
on each August 1 and February 1 thereafter, and will be due
serially on August 1 in the years and amounts as follows:
Maturity Date
August
August
August
August
August
August
August
August
August
August
August
August
August
August
August
August
August
Page 1
1,
1,
1,
1,
1,
1,
1,
1,
1,
1,
1,
1,
1,
1,
1,
1,
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
Principal Amount
$ 65,000
100,000
105,000
110,000
115,000
120,000
125,000
135,000
140,000
150,000
155,000
160,000
170,000
175,000
185,000
195,000
205,000
Maturity Date Principal Amount
August 1, 2016
August 1, 2017
$ 215,000
225,000
Bonds maturing on or before August 1, 2006, are not subject
to call or redemption prior to their stated dates of maturity.
On any interest payment date on or after August 1, 2006, at the
option of the City, the Bonds maturing on or after August 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), upon notice as hereinafter provided, at par
plus accrued interest to the redemption date.
All Bonds of the same maturity must bear a single rate of
interest. The rate bid for each succeeding maturity after
August 1, 2007, must increase, except that the rate bid for two
or more consecutive maturities may be repeated. A zero rate
cannot be named for any maturity. No bid for less than the par
amount of the Bonds will be accepted.
The Bonds will be issued in book -entry -only form, in
accordance with the book -entry -only practices of the Depository
Trust Company, New York, New York.
All bids must be accompanied by a good faith deposit in the
amount of $142,500. Interest will not be allowed on the good
faith deposit.
The approving legal opinion will be furnished by the law
firm of Moore & McFadden, Chartered, Boise, Idaho.
Copies of the Official Statement and Notice of Sale and
other related information with respect to said Bonds may be
obtained from the Government Banking Department of U.S. Bank
National Association, telephone: (208) 383-7243, or the City
Clerk, telephone (208) 939-6813.
DATED this 24th day of March, 1998.
Page 2
CITY OF EAGLE
Ada Couy, Idaho
Mayor
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