HomeMy WebLinkAbout10 16 2019 CM
CITY OF CHUBBUCK, IDAHO
ORDINANCE NO. 807
AN ORDINANCE OF THE CITY OF CHUBBUCK, IDAHO APPROVING
AND AUTHORIZING THE ISSUANCE AND PROVIDING FOR THE
NEGOTIATED SALE OF THE PRINCIPAL AMOUNT OF UP TO $15,310,000
ANNUAL APPROPRIATION CERTIFICATES OF PARTICIPATION, SERIES
2019; DELEGATING AUTHORITY TO CERTAIN OFFICERS FOR THE
SALE THEREOF; APPROVING AND AUTHORIZING THE EXECUTION OF
A PRIMARY LEASE, AN ANNUAL APPROPRIATION LEASE
AGREEMENT AND AN ANNUAL APPROPRIATION TRUST INDENTURE,
TOGETHER WITH OTHER RELATED DOCUMENTS; RATIFYING
ACTIONS HERETOFORE TAKEN; AND PROVIDING FOR RELATED
MATTERS.
*** *** ***
WHEREAS, the City of Chubbuck, Idaho (the “City”), is a municipal corporation
operating and existing under and pursuant to the provisions of the Constitution and laws of the
State of Idaho (the “State”);
WHERAS, pursuant to Section 50-301, Idaho Code, the City is authorized to acquire,
hold, lease, and convey property, real and personal, and to erect buildings or structures of any
kind, needful for the uses or purposes of the City;
WHEREAS, the City Council of the City (the “Council”) has determined it is in the best
interest of the City to acquire and construct certain real property and improvements, including,
specifically: (1) acquisition of land and construction of a new City Hall thereon (the “City Hall
Project”), (2) renovation and conversion of the City’s existing City Hall to police facilities (the
“Police Facilities Project”), and (3) construction of a new animal shelter on property currently
owned by the City (the “Animal Shelter Project,” and together with the City Hall Project and the
Police Facilities Project, the “Improvements”);
WHEREAS, the real property associated with the City Hall Project (the “City Hall
Property”), the real property associated with the Police Facilities Project (the “Police Facilities
Property”), and the real property associated with the Animal Shelter Project (the “Animal Shelter
Property”) is collectively referred to herein as the “Property”;
WHEREAS, the City has requested Zions Bancorporation, National Association, as
trustee (the “Trustee”) to issue on its behalf certain certificates of participation to provide funds
to finance the cost of the Improvements and to pay the costs of issuing the certificates, which
certificates shall be designated the “City of Chubbuck, Idaho Annual Appropriation Certificates
of Participation, Series 2019” (the “Certificates”), and desires to enter into an Annual
Appropriation Trust Indenture (the “Trust Indenture”) by and among the City, the Trustee, and
Zions Bancorporation, National Association, as lessor (hereinafter “Bank”), to provide for the
issuance of the Certificates;
ORDINANCE NO. 807 – page 1
56125.0001.12057030.3
WHEREAS, the City desires to sell the Certificates pursuant to negotiated sale to Piper
Jaffray & Co. (the “Underwriter”) and to enter into a Certificates Purchase Agreement with the
Underwriter setting out the terms of such sale (the “Certificates Purchase Agreement”);
WHEREAS, the City desires to authorize and ratify the actions of certain of its officials
to assist in the preparation and completion of the preliminary official statement related to the
offering of the Certificates (the “POS”) and authorize certain officials to deem final the POS in
the form presented to the Council or at such time the POS is final, and to authorize the use of the
POS in connection with the offering of the Certificates;
WHEREAS, pursuant to Section 57-235, Idaho Code, the Council desires to delegate
authority, in accordance with the specific instructions and procedures set forth herein, for
determination and approval of certain final terms and provisions of the Certificates on the date of
sale thereof;
WHEREAS, the City and Bank have agreed to enter into a Primary Lease (the “Primary
Lease”) under the terms of which City will lease to Bank the Property together with the
Improvements to be constructed thereon (the Property and Improvements collectively referred to
herein as the “Facilities”);
WHEREAS, the City and Bank have agreed to enter into an Annual Appropriation Lease
Agreement (the “Appropriation Lease”) under the terms of which Bank will sublease the
Facilities back to the City and, subject to annual appropriation by the Council, the City will pay
lease payments in an amount sufficient to pay the principal, premium, if any, and interest on the
Certificates as the same become due and payable at maturity or upon earlier redemption, as
applicable (the “Lease Payments”);
WHEREAS, pursuant to the Trust Indenture, the Bank, in order to secure the payment of
the principal of, premium, if any, and interest on the Certificates, assigns, transfers, pledges and
grants to the Trustee a security interest in the Trust Estate, as defined therein, including, among
other things, all of its right title and interests in the Primary Lease and Appropriation Lease
under and pursuant to the terms thereof, and all payments including the Lease Payments,
revenues, rents and receipts received or receivable by the Bank under the Appropriation Lease;
WHEREAS, at any time during the Initial Term or any Renewal Term of the
Appropriation Lease (as such terms are defined in the Trust Indenture), the City may purchase
Bank’s right, title and interest in the Facilities pursuant to certain terms and conditions as set
forth in the Appropriation Lease including, but not limited to, providing notice and tendering the
purchase price (as described in Article XI of the Appropriation Lease) and, upon retirement of
the Certificates, the City shall have the option to purchase all of the Bank’s right, title and
interest in the Facilities for nominal consideration; which option to purchase shall survive an
Event of Nonrenewal (as defined in the Trust Indenture);
WHEREAS, execution of the Primary Lease and Appropriation Lease is conditioned
upon delivery by the City to the Bank and Trustee of a leasehold owner’s policy of title
insurance in the amount and with coverage as required by the Primary Lease and Appropriation
Lease showing that the Bank and the Trustee have valid leasehold interests in the Facilities, as
ORDINANCE NO. 807 – page 2
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their interests may appear of record, subject only to Permitted Encumbrances as described in the
Appropriation Lease (the “Title Requirements”);
WHEREAS, the Council desires to approve the terms and provisions of the Trust
Indenture, the Primary Lease, the Appropriation Lease and the POS (collectively, hereinafter
referred to as the “Certificate Documents”), and to delegate authority to certain officials of the
City to execute and deliver such documents, as applicable, together with such changes as shall be
necessitated by the pricing and sale of the Certificates, and any other documents related to the
sale of the Certificates; and
WHEREAS, the substantial forms of the Certificate Documents and the other documents
referenced hereinafter have been provided to the Council for review prior to this meeting.
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF
THE CITY OF CHUBBUCK, IDAHO, as follows:
ARTICLE I
DEFINED TERMS
Section 1.1 Certain terms are defined in the preambles hereto. Except as provided in
the preambles or in the following Articles, all capitalized terms contained in this Ordinance shall
have the same meanings as set forth in the Trust Indenture.
ARTICLE II
AUTHORIZATION OF CERTIFICATES
Section 2.1 In accordance with and subject to the terms, conditions and limitations
established by the Constitution and laws of the State and as contained in this Ordinance, the City
hereby authorizes the Trustee to issue the Certificates pursuant to the Trust Indenture for the
purpose of financing the acquisition and construction of the Improvements, and to pay the costs
of issuance of the Certificates.
ARTICLE III
AUTHORIZATION OF ACTIONS PRELIMINARY TO SALE OF CERTIFICATES
Section 3.1 Negotiated Sale and Notice Thereof. The Council desires to sell the
Certificates pursuant to negotiated sale to the Underwriter. In accordance with Idaho Code
Section 57-215, the Notice of Negotiated Sale of Certificates in the form attached as Exhibit A
hereto is hereby ratified and approved, and Hawley Troxell Ennis & Hawley LLP, as Bond
Counsel, is authorized to complete the notice and effect timely publication thereof prior to the
sale of the Certificates.
Section 3.2 Preliminary Official Statement. The POS in substantially the form
previously provided to the Council and as presented to the Council at this meeting, with such
changes, omissions, insertions and revisions as the Delegated Officers (hereinafter defined), with
the advice of counsel to the City, shall approve, is hereby authorized, and the actions of the City,
ORDINANCE NO. 807 – page 3
56125.0001.12057030.3
including the certification by the Delegated Officers as to the “deemed finality” of the POS
pursuant to Rule 15c2-12 of the Securities Exchange Commission adopted pursuant to the
Securities Exchange Act of 1934, as amended (“Rule 15c2-12”) in connection with the offering
of the Certificates, are hereby acknowledged, approved and ratified.
Section 3.3 Certificates Purchase Agreement. The Certificates Purchase Agreement
in substantially the form previously provided to the Council and as presented at this meeting,
with such changes, omissions, insertions and revisions as the Delegated Officers, with the advice
of counsel to the City, shall approve, is hereby ratified and approved. Upon the sale of the
Certificates, the Delegated Officers are hereby authorized to execute and deliver the Certificates
Purchase Agreement to the Underwriter. The Delegated Officers are authorized to do or perform
all such acts as may be necessary or advisable to comply with the Certificates Purchase
Agreement and to carry the same into effect.
Section 3.4 Official Statement. Upon the sale of the Certificates, the POS together
with such changes, omissions, insertions and revisions to reflect the final terms and provisions of
the Certificates (thereafter referred to as the “Official Statement”), shall be approved and signed
by the Delegated Officers, or any of them, to authorize delivery thereof to the Underwriter for
distribution to prospective purchasers of the Certificates and other interested persons.
Section 3.5 Continuing Disclosure Undertaking. In order to comply with subsection
(b)(5) of Rule 15c2-12, the Underwriter has provided in the Certificates Purchase Agreement that
it is a condition to delivery of the Certificates that the City and the Trustee, as disclosure agent
thereunder, shall have executed and delivered the Information Reporting Agreement in
substantially the form provided to the Council and attached to the POS. The Information
Reporting Agreement is hereby ratified and approved in all respects, together with such changes
thereto as shall be consistent with the foregoing and as the Delegated Officers shall approve, and
the Council authorizes the Underwriter to include a copy thereof in the POS and Official
Statement. Upon delivery of the Certificates, the Mayor is hereby authorized to execute and
deliver the Information Reporting Agreement, which shall constitute the City’s undertaking for
compliance with Rule 15c2-12.
ARTICLE IV
DELEGATION AUTHORITY; SALE OF CERTIFICATES
Section 4.1 Delegation Authority. Pursuant to Section 57-235, Idaho Code, as
amended, the Council hereby delegates to Mayor Kevin England and Richard Morgan, City
Treasurer, acting jointly and not severally on behalf of the City (the “Delegated Officers”), the
power to make the following determinations on the date of sale of the Certificates, without any
requirement that the members of the Council meet to approve such determinations, but subject to
the limitations provided:
a. The rates of interest to be borne on the Certificates, provided that the true
interest cost of the Certificates, as certified by the City’s municipal advisor and the Underwriter,
shall not exceed four and one-half percent (4.50%).
ORDINANCE NO. 807 – page 4
56125.0001.12057030.3
b. The aggregate principal amount of the Certificates on the sale date;
provided, the principal amount of the Certificates shall not exceed $15,310,000.
c. The amount of principal of the Certificates maturing, or subject to
mandatory sinking fund redemption in any particular year and the rate of interest accruing
thereon.
d. The dates, if any, on which, and the prices at which, the Certificates will
be subject to optional redemption.
e. The final maturity of the Certificates; provided that the final maturity date
of the Certificates shall not exceed twenty-five (25) years from the date of issuance.
f. The price at which the Certificates will be sold (including any
underwriter’s discount and original issue premium or discount).
Section 4.2 Certificate as to Pricing. Upon the sale of the Certificates, the Delegated
Officers shall execute a Certificate as to Pricing of Certificates and Related Matters substantially
in the form attached hereto as Exhibit B reflecting the final terms and provisions of the
Certificates and certifying that the final terms and provisions of the Certificates are consistent
with, not in excess of and no less favorable than the terms set forth in subparagraphs a. through f.
in Section 4.1 above.
ARTICLE V
APPROVAL OF CERTIFICATE DOCUMENTS AND EXECUTION THEREOF
UPON DELIVERY OF CERTIFICATES
Section 5.1 Primary Lease. The terms and provisions of the Primary Lease in
substantially the form previously provided to the Council and as presented at this meeting are
hereby approved, and the Mayor and City Clerk are hereby authorized to execute and deliver the
Primary Lease on behalf of the City together with such changes thereto as shall be consistent
with the foregoing and upon verification of satisfaction of the Title Requirements with respect to
the Facilities.
Section 5.2 Appropriation Lease. The terms and provisions of the Appropriation Lease
in substantially the form previously provided to the Council and as presented at this meeting are
hereby approved, and the Mayor and the City Clerk are hereby authorized to execute and deliver
the Appropriation Lease on behalf of the City upon execution of the Primary Lease, and together
with such changes thereto as shall be consistent with the foregoing.
Section 5.3 Trust Indenture. The terms and provisions of the Trust Indenture in
substantially the form previously provided to the Council and as presented at this meeting are
hereby approved, and the Mayor and City Clerk are hereby authorized to execute and deliver the
Trust Indenture on behalf of the City together with such changes thereto as shall be consistent
with the foregoing at the time the City is in a position to execute and deliver the Primary Lease
and Appropriation Lease.
ORDINANCE NO. 807 – page 5
56125.0001.12057030.3
Section 5.4 Tax Certificate. Pursuant to the Appropriation Lease, the City obligates
itself to comply with the requirements of Section 103 of the Internal Revenue Code of 1986 and
the regulations proposed or promulgated thereunder throughout the Lease Term in order to
preserve the tax exempt status of the Certificates, and to take such actions, if any, to enable it to
do so, including adopting ordinances or resolutions or entering into federal tax exemption
certificates necessary to comply with any changes in law or regulations. Upon delivery of the
Certificates, the Mayor and City Treasurer are hereby authorized and directed to execute a
federal tax exemption certificate with respect to the Certificates.
ARTICLE VI
GENERAL
Section 6.1 Other Actions With Respect to Certificates. The officers and employees of
the City shall take all actions necessary or reasonably required to carry out, give effect to, and
consummate the transactions contemplated hereby and shall take all action necessary in
conformity with the laws of the State to carry out the sale and issuance of the Certificates,
including, without limitation, the execution and delivery of any closing and other documents
required to be delivered in connection with the issuance, sale and delivery of the Certificates.
Section 6.2 Ratification. All proceedings, ordinances, resolutions, and actions of the
Council and officers of the City, and their officers, agents and employees, as applicable, taken in
connection with the execution and delivery of the Certificate Documents and all other documents
authorized hereunder, and the authorization, sale and issuance of the Certificates, are hereby in
all respects ratified.
Section 6.3 Effective Date. This Ordinance contemplates the issuance and sale of the
Certificates through a delegation of authority as provided in Article IV hereof. Unless the
context clearly indicates otherwise—for example, the provisions of Article III take effect upon
passage and publication of the Summary of Ordinance in the form attached hereto as Exhibit C,
which form is hereby ratified and approved by the Council—this Ordinance shall not take effect
and no provision thereof shall be binding upon the City unless and until the Certificates are sold
and issued.
th
PASSED AND APPROVED this 16 day of October, 2019.
CITY OF CHUBBUCK, IDAHO
By
Mayor
ATTEST:
City Clerk
\[SEAL\]
ORDINANCE NO. 807 – page 6
56125.0001.12057030.3
Exhibit A
FORM OF NOTICE OF NEGOTIATED SALE OF CERTIFICATES
NOTICE OF NEGOTIATED SALE OF CERTIFICATES
Public notice is hereby given by the City of Chubbuck, Idaho (the “City”), of negotiation
for and private sale to Piper Jaffray & Co. (the “Underwriter”) of the City of Chubbuck, Idaho
Annual Appropriation Certificates of Participation, Series 2019 (the “Certificates”) pursuant to a
Certificates Purchase Agreement between the City and the Underwriter to be executed on the
date of sale of the Certificates, and setting forth the final terms and provisions of the Certificates.
The Certificates were authorized to be issued by the City Council of the City pursuant to
Ordinance No. 807 adopted October 16, 2019 (the “Ordinance”). The sale of the Certificates,
upon satisfying certain requirements contained in the Ordinance pursuant to Idaho Code Section
57-235, is expected to occur on or around October 30, 2019. Additional information concerning
the terms and provisions of the Certificates, the contents of the City’s Preliminary Official
Statement with respect to the issuance and sale of the Certificates, the security for payment of the
Certificates, and other pertinent information relating to the Certificates is available for public
inspection at the administrative offices of the City: 5160 Yellowstone Ave., Chubbuck, Idaho;
208.238.2371.
By order of the City Council of the City of Chubbuck, Idaho.
Dated: October __, 2019.
CITY OF CHUBBUCK, IDAHO
ORDINANCE NO. 807 – page 7
56125.0001.12057030.3
Exhibit B
FORM OF CERTIFICATE AS TO PRICING OF CERTIFICATES
AND RELATED MATTERS
CERTIFICATE AS TO PRICING OF CERTIFICATES AND RELATED MATTERS
CITY OF CHUBBUCK, IDAHO
ANNUAL APPROPRIATION CERTIFICATES OF PARTICIPATION, SERIES 2019
The undersigned Delegated Officers of the City of Chubbuck, Idaho (the “City”) do
hereby certify as follows (capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Ordinance (defined below) and/or the Annual Appropriation Trust
Indenture (the “Trust Indenture”) by and among the City, Zions Bancorporation, National
Association, as Trustee, and Zions Bancorporation, National Association, as lessor (the
“Bank”)):
1. The undersigned are familiar with Ordinance No. 807 adopted by the City
Council of the City on October 16, 2019 (the “Ordinance”) to authorize the Trustee to issue the
City of Chubbuck, Idaho Annual Appropriation Certificates of Participation, Series 2019 (the
“Certificates”) pursuant to the Trust Indenture and to authorize related documents, which
Certificates were sold on this date to Piper Jaffray & Co. (the “Underwriter”).
2. Section 4.1 of the Ordinance delegated to the undersigned, as Delegated Officers,
the power to make certain determinations on the date of sale of the Certificates.
3. Pursuant to such delegation, the Delegated Officers hereby determine as follows:
(a) Details of the terms of the Certificates are reflected in the schedules of final sale
numbers provided by the Underwriter on this date, which schedules are attached as
Exhibit A hereto.
(b) The true interest cost of the Certificates, as certified by the City’s municipal
advisor and the Underwriter, is ________ percent (_.____%), which does not exceed four
and one-half percent (4.50%).
(c) The aggregate principal amount of the Certificates is $_____, which does not
exceed $15,310,000.
(d) The final maturity of the Certificates is September 1, 204_, which is not later than
twenty-five (25) years from the date of issuance thereof.
(e) The Certificates were sold at the purchase price of $_______, representing the
principal amount thereof, plus \[net\] premium in the amount of $_______, less
underwriter’s discount of $_______.
ORDINANCE NO. 807 – page 8
56125.0001.12057030.3
(f) The Certificates are subject to optional \[and mandatory sinking fund redemption\]
as reflected in Exhibit A and as specifically set forth in Exhibit B attached hereto.
4. The undersigned Delegated Officers hereby certify that the final terms and
provisions of the Certificates, as described above and in the attached Exhibit A and Exhibit B,
are consistent with, not in excess of and no less favorable than the terms set forth in
subparagraphs a. through f. in Section 4.1 of the Ordinance.
5. The undersigned Delegated Officers have therefore executed and delivered the
Certificates Purchase Agreement to the Underwriter this date.
DATED: October 30, 2019.
CITY OF CHUBBUCK, IDAHO
By:
Mayor
By:
City Treasurer
ORDINANCE NO. 807 – page 9
56125.0001.12057030.3
EXHIBIT A
FINAL NUMBERS PROVIDED BY UNDERWRITER
ORDINANCE NO. 807 – page 10
56125.0001.12057030.3
EXHIBIT B
REDEMPTION PROVISIONS
1. Optional Redemption:
The Certificates maturing on September 1 in the years 20__ through 20_, inclusive, are
not subject to optional redemption prior to their stated dates of maturity. The Certificates
maturing on or after September 1, 20__, are subject to redemption prior to their stated
dates of maturity at the election of the City at any time on or after ________, 20__, in
whole or in part (maturities to be selected by the City and randomly within a maturity in
such manner as the Trustee shall determine). Such optional redemption of the
Certificates shall be at a price of 100% of the principal amount of the Certificates to be so
redeemed, plus accrued interest to the date fixed for redemption.
2. Mandatory Sinking Fund Redemption:
The Certificates maturing on September 1, 20__, are subject to mandatory sinking fund
redemption prior to their stated maturity, at a price of 100% of the principal amount of
the Certificates to be so redeemed, plus accrued interest to the date fixed for redemption,
on September 1 of the years, and in the amounts, shown below:
September 1 Mandatory
Of The Year Redemption Amount
*Stated Maturity
ORDINANCE NO. 807 – page 11
56125.0001.12057030.3
Exhibit C
FORM OF SUMMARY OF ORDINANCE
CITY OF CHUBBUCK, IDAHO
SUMMARY OF ORDINANCE NO. 807
Passed October 16, 2019
AN ORDINANCE OF THE CITY OF CHUBBUCK, IDAHO APPROVING
AND AUTHORIZING THE ISSUANCE AND PROVIDING FOR THE
NEGOTIATED SALE OF THE PRINCIPAL AMOUNT OF UP TO $15,310,000
ANNUAL APPROPRIATION CERTIFICATES OF PARTICIPATION, SERIES
2019; DELEGATING AUTHORITY TO CERTAIN OFFICERS FOR THE
SALE THEREOF; APPROVING AND AUTHORIZING THE EXECUTION OF
A PRIMARY LEASE, AN ANNUAL APPROPRIATION LEASE
AGREEMENT AND AN ANNUAL APPROPRIATION TRUST INDENTURE,
TOGETHER WITH OTHER RELATED DOCUMENTS; RATIFYING
ACTIONS HERETOFORE TAKEN; AND PROVIDING FOR RELATED
MATTERS.
Section 1.1 Sets out that capitalized terms not otherwise defined in Ordinance No. 807
(the “Ordinance”) shall have the same meanings as set forth in the Annual Appropriation Trust
Indenture (the “Trust Indenture”) among the City of Chubbuck, Idaho (the “City”), and Zions
Bancorporation, National Association, in its capacities as Trustee thereunder and as lessor under
the Annual Appropriation Lease Agreement, wherein the City is the lessee.
Section 2.1 Authorizes the Trustee to issue the City of Chubbuck, Idaho Annual
Appropriation Certificates of Participation, Series 2019 (the “Certificates”), pursuant to the Trust
Indenture for the purpose of financing the acquisition and construction of the Improvements, as
defined in the Trust Indenture, and to pay the costs of issuance of the Certificates.
Section 3.1 Ratifies and approves the form of Notice of Negotiated Sale of Certificates
attached as Exhibit A to the Ordinance, and authorizes Bond Counsel to complete the notice and
effect timely publication thereof prior to the sale of the Certificates.
Section 3.2 Authorizes the Preliminary Official Statement (the “POS”) in the form
provided to the Council in connection with the offering of the Certificates, and actions of the
City related thereto, including the deemed finality of the POS by Delegated Officers of the City
pursuant to Rule 15c2-12 of the Securities Exchange Commission (“Rule 15c2-12”).
Section 3.3 Ratifies and approves the Certificates Purchase Agreement between the City
and Piper Jaffray & Co., as underwriter, in the form provided to the Council with such changes
and revisions as the Delegated Officers, with advice of counsel to the City, shall approve.
ORDINANCE NO. 807 – page 12
56125.0001.12057030.3
Section 3.4 Provides that upon the sale of the Certificates, the POS together with such
changes, omissions, insertions and revisions to reflect the final terms and provisions of the
Certificates (thereafter referred to as the “Official Statement”), shall be approved and signed by
the Delegated Officers, or any of them, to authorize delivery thereof to the Underwriter for
distribution to prospective purchasers of the Certificates and other interested persons.
Section 3.5 Ratifies and approves the Information Reporting Agreement together with
such changes thereto as the Delegated Officers shall approve, and authorizes the Underwriter to
include a copy thereof in the POS and Official Statement; authorizes the Mayor to execute and
deliver the Information Reporting Agreement constituting the City’s undertaking for compliance
with Rule 15c2-12.
Section 4.1 Delegates to the Delegated Officers of the City to make certain
determinations on the date of sale of the Certificates, subject to certain limitations.
Section 4.2 Authorizes the Delegated Officers to execute a Certificate as to Pricing of
Certificates and Related Matters substantially in the form attached to the Ordinance as Exhibit B
reflecting the final terms and provisions of the Certificates and certifying that the final terms and
provisions of the Certificates are consistent with, not in excess of and no less favorable than the
terms set forth in Section 4.1 of the Ordinance.
Section 5.1 Approves the substantial form of the Primary Lease provided to Council
wherein the City, as lessor, leases to the Bank, as lessee, the Improvements and Property, as
defined therein (collectively, the “Facilities”), and authorizes the execution and delivery thereof
by the Mayor and City Clerk, on behalf of the City, together with such changes thereto as shall
be consistent with the provisions of the Ordinance, and upon verification of satisfaction of the
title requirements with respect to the Facilities.
Section 5.2 Approves the substantial form of the Appropriation Lease provided to
Council wherein the City, as lessee, leases from Zions Bancorporation, National Association (the
“Bank”), as lessor, the Facilities, subject to annual appropriation by the Council, and authorizes
the execution and delivery thereof by the Mayor and City Clerk, on behalf of the City, upon
execution of the Primary Lease, together with such changes thereto as shall be consistent with
the provisions of the Ordinance.
Section 5.3 Approves the substantial form of the Trust Indenture provided to Council
among the Trustee, the City and Bank, and authorizes the execution and delivery thereof by the
Mayor and City Clerk, on behalf of the City, at the time the City is in a position to execute the
Primary Lease and Appropriation Lease, together with such changes thereto as shall be
consistent with the provisions of the Ordinance.
Section 5.4 Obligates the City to comply with Section 103 of the Internal Revenue Code
of 1986 throughout the Lease Term in order to preserve the tax exempt status of the Certificates,
and authorizes and directs the Mayor and City Treasurer to execute a federal tax exemption
certificate with respect to the Certificates upon delivery thereof.
Section 6.1 Authorizes the officers and employees of the City to take all actions
necessary or reasonably required to carry out, give effect to, and consummate the transactions
ORDINANCE NO. 807 – page 13
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contemplated by the Ordinance and to take all action necessary in conformity with the laws of
the State of Idaho to carry out the sale and issuance of the Certificates, including, without
limitation, the execution and delivery of any closing and other documents required to be
delivered in connection with the issuance, sale and delivery of the Certificates.
Section 6.2 Ratifies all proceedings, ordinances, resolutions, and actions of the Council
and officers of the City, and their officers, agents and employees, as applicable, taken in
connection with the execution and delivery of the Certificate Documents and all other documents
authorized under the Ordinance, and the authorization, sale and issuance of the Certificates.
Section 6.3 Provides that the provisions of Article III of the Ordinance take effect upon
passage and publication of the Ordinance or this Summary, which is attached as Exhibit C to the
Ordinance, and that the Ordinance, unless the context clearly indicates otherwise, shall not take
effect and no provision thereof shall be binding upon the City unless and until the Certificates are
sold and issued.
*The full text of Ordinance No. 807 will be mailed without cost to any party requesting it from
the City.
Approved this ___ day of October, 2019.
CITY OF CHUBBUCK, IDAHO
Mayor
ATTEST:
Clerk
CERTIFICATION OF COUNSEL
I, the undersigned, the legal advisor to the City of Chubbuck, Idaho, hereby certify that I
have read the attached Summary of Ordinance No. 807 of the City, and that the same is true and
complete and provides adequate notice to the public of the contents of said ordinance.
Dated as of this ___ day of October, 2019.
By:
Thomas Holmes
ORDINANCE NO. 807 – page 14
56125.0001.12057030.3
CERTIFICATE
I, the undersigned, City Clerk of the City of Chubbuck, Idaho (the “City”), hereby certify
that the foregoing Ordinance No. 807, including exhibits thereto, is a full, true, and correct copy
of an Ordinance duly adopted at a regular meeting of the Council of the City (the “Council”); the
meeting was duly and regularly held at the regular meeting place of the Council on October 16,
2019; all members of the Council had due notice thereof; a majority of the members were
present; and that at said meeting said Ordinance was passed by the following vote:
Councilmembers voting Yes:
Councilmembers voting No:
Councilmembers abstaining:
Councilmembers absent:
I further certify that I have carefully compared the same with the original Ordinance No.
807 on file and of record in my office; that said Ordinance is a full, true, and correct copy of the
original Ordinance passed at said meeting; and that said Ordinance has not been amended,
modified, or rescinded since the date of its passage, and is now in full force and effect.
I have set my hand on October __, 2019.
CITY OF CHUBBUCK, IDAHO
________________________________________
City Clerk
ORDINANCE NO. 807 – page 15
56125.0001.12057030.3
56125.0001.11871770.8 This Preliminary Official Statement and the information contained herein are subject to completion, amendment or other change without any notice. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER __, 2019
NEW ISSUE—BOOK ENTRY ONLY S&P RATING: __
See “RATINGS” herein
In the opinion of Hawley Troxell Ennis & Hawley LLP, Bond Counsel, assuming continuous compliance with certain covenants described herein:
(i) interest on the Certificates is excluded from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code
of 1986, as amended to the date of delivery of the Certificates (the “Tax Code”); (ii) i nterest on the Certificates is excluded from alternative
minimum taxable income as defined in Section 55(b)(2) of the Tax Code; and (iii) interest on the Certificates is excluded fro m gross income for
purposes of income taxation by the State of Idaho. See “TAX MATTERS” herein.
$[12,385,000](1)
City of Chubbuck, Idaho
Annual Appropriation Certificates of Participation, Series 2019
DATED: Date of Delivery DUE: September 1, as shown on the inside cover
CERTIFICATES: The Annual Appropriation Certificates of Participation, Series 2019 (the “Certificates”) offered hereby evidence undivided
ownership interests in payments (the “Lease Payments”) to be made by the City of Chubbuck, Idaho, a municipal corporation operating and existing
under and pursuant to the provisions of the Constitution and laws of the state of Idaho (the “City”), under that certain Annual Appropriation Lease
Agreement dated November [20], 2019 (the “Appropriation Lease”), with Zions Bancorporation, National Association, as lessor (the “Bank”). The
Lease Payments are due in full with respect to the initial lease term on the later of December 1, 2019 or the effective date thereof and on or before
December 1 in the years 2020 through 2043, subject to appropriation annually by the City. The Certificates will be issued pursuant to an Annual
Appropriation Trust Indenture dated November [20], 2019 (the “Trust Indenture”) among the City, the Bank, and Zions Bancorporation, National
Association, as trustee (the “Trustee”).
BOOK-ENTRY ONLY SYSTEM: The Certificates will be issued in fully registered form under a book -entry only system and will be registered in the
name of Cede & Co., as bond owner and nominee for The Depository Trust Company (“DTC”). DTC will act as initial securities depository for the
Certificates. Individual purchases of the Certificates will be made in book -entry form, in the denomination of $5,000 or any integral multiple thereof.
Purchasers will not receive certificates representing their interest in the Certificates purchased.
PRINCIPAL AND INTEREST PAYMENTS: Interest on the Certificates will be paid on March 1, 2020 and semiannually thereafter on March 1 and
September 1 of each year to the maturity or earlier redemption of the Certificates. Principal of and interest on the Certificates will be payable to the
persons in whose names such Certificates are registered (the “Beneficial Owners”), at the address appearing upon the registr ation books on the 15th
day of the month preceding a payment date. The principal of and interest on the Certificates will be payable by the City’s bond registrar, the Trustee,
to DTC which, in turn, will remit such principal and interest to the DTC partic ipants for subsequent disbursement to the Beneficial Owners of the
Certificates.
MATURITY SCHEDULE: See inside cover.
PURPOSE: The Certificates are being issued to finance costs of (i) reimbursement of land acquisition by the City and construction of a new City Hall
thereon, (ii) renovation and conversion of the City’s existing City Hall to police facilities, and (iii) construction of a new animal shelter on property
currently owned by the City, as well as (iv) costs of issuing the Certificates. See “PURPOSE AND USE OF PROCEEDS” and “THE PROJECT”
herein.
REDEMPTION: Certain of the Certificates are subject to optional and mandatory redemption as described herein. See “DESCRIPTION OF THE
CERTIFICATES—Redemption.”
SECURITY: The Lease Payments secure the Certificates and are general obligations of the City payable from any of its lawful funds. The obligation
of the City to make Lease Payments is subject to annual budgeting thereof by the City Council of the City and annual renewal of the
Appropriation Lease at the option of the City. See “SECURITY FOR THE CERTIFICATES—Lease Payments Subject to Appropriation”
and “RISK FACTORS” herein.
THE CERTIFICATES AND THE INTEREST PAYABLE THEREON DO NOT CONSTITUTE A DEBT OR LIABILITY OR A
PLEDGE OR LENDING OF THE FA ITH AND CREDIT OF THE STATE, ITS LEGISLATURE OR ANY POLITICAL
SUBDIVISIONS OR AGENCIES THEREOF, OTHER THAN THE CITY TO THE EXTENT HEREIN DESCRIBED. THE ISSUANCE
OF THE CERTIFICATES DOES NOT DIRECTLY, INDIRECTLY, OR CONTINGENTLY OBLIGATE THE CITY (EXCEPT AS
STATED IN THE PRIOR SENTENCE), THE STATE, ITS LEGISLATURE OR ANY POLITICAL SUBDIVISION THEREOF TO
LEVY OR COLLECT ANY FORM OF TAXATION OR TO MAKE ANY APPROPRIATION FOR THE PAYMENT THEREOF.
NOTHING HEREIN SHALL BE CONSTRUED TO PLEDGE REVENUES FROM, OR GIV E A SECURITY INTEREST IN, ANY
REVENUES, PROPERTIES OR FACILITIES OF THE CITY EXCEPT AS SPECIFICALLY SET FORTH IN THE TRUST
INDENTURE . See “SECURITY FOR THE CERTIFICATES ” herein .
THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT INTENDED TO BE A
SUMMARY OF ALL FACTORS RELATING TO AN INVESTMENT IN THE CERTIFICATES. INVESTORS ARE ADVISED TO READ THIS
OFFICIAL STATEMENT (INCLUDING THE APPENDICES) IN ITS ENTIRETY BEFORE MAKING AN INVESTMENT DECISION.
LEGAL MATTERS: The Certificates are offered when, as and if issued and received by the Underwriter (hereinafter defined), subject to the approval
of legality by Hawley Troxell Ennis & Hawley LLP, bond counsel, and certain other conditions. Certain matters will be passed on for the
Underwriter by its legal counsel, Skinner Fawcett LLP, and by Hawley Troxell Ennis & Hawley LLP, in its capacity as disclosure counsel to the
City. It is expected that the Certificates will be available for delivery through the facilities of DTC on or about November __, 2019 (the “Date of
Delivery”).
(1) Preliminary, subject to change
ii
56125.0001.11871770.8
$[12,385,000](1)
City of Chubbuck, Idaho Annual Appropriation Certificates of Participation, Series 2019
DATED: Date of Delivery DUE: September 1, 2044
MATURITY SCHEDULE –
Due Date
September 1 Amount(1)
Interest
Rate
Yield CUSIP(2)
2021 $
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
$[12,385,000]
(1) Preliminary, subject to change.
(2) The CUSIP data herein is provided by the CUSIP Global Services, managed on behalf of the American Bankers
Association by Standard and Poor’s. The CUSIP numbers are not intended to create a database and do not serve in any
way as a substitute for the CUSIP service. CUSIP numbers have been assigned by an independent company not
affiliated with the City and are provided solely for convenience and reference. The CUSIP numbers for a specific
maturity are subject to change after the issuance of the Certificates. Neither the City nor the Underwriter takes
responsibility for the accuracy of the CUSIP numbers.
iii
56125.0001.11871770.8
REGARDING USE OF THIS PRELIMINARY OFFICIAL STATEMENT
NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE CITY OR
BY THE UNDERWRITER TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS,
OTHER THAN AS CONTAINED IN THIS PRELIMINARY OFFICIAL STATEMENT, AND IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE CITY OR THE UNDERWRITER. THIS PRELIMINARY OFFICIAL
STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY THE CERTIFICATES, NOR SHALL THERE BE ANY SALE OF THE CERTIFICATES BY ANY
PERSON, IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSONS TO MAKE SUCH
OFFER, SOLICITATION OR SALE.
THE INFORMATION SET FORTH HEREIN HAS BEEN FURNISHED BY THE CITY, DTC, AND CERTAIN
OTHER SOURCES THAT ARE BELIEVED TO BE RELIABLE BUT IS NOT GUARANTEED AS TO
ACCURACY OR COMPLETENESS. THE INFORMATION AND EXPRESSIONS OF OPINION CONTAINED
HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE. ANY STATEMENTS MADE IN THIS
PRELIMINARY OFFICIAL STATEMENT INVOLVING MATTERS OF OPINION OR ESTIMATES,
WHETHER OR NOT SO EXPRESSLY STATED, ARE SET FORTH AS SUCH AND NOT AS
REPRESENTATIONS OF FACT OR REPRESENTATIONS THAT THE ESTIMATES WILL BE REALIZED.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER ALLOT OR EFFECT
TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CERTIFICATES AT
LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
NEITHER THE DELIVERY OF THIS PRELIMINARY OFFICIAL STATEMENT NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE CITY SINCE THE DATE HEREOF.
THIS PRELIMINARY OFFICIAL STATEMENT IS NOT TO BE CONSTRUED AS A CONTRACT WITH THE
PURCHASERS OF THE CERTIFICATES. STATEMENTS IN THIS PRELIMINARY OFFICIAL STATEMENT
THAT ARE NOT HISTORICAL INFORMATION ARE FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF THE FEDERAL SECURITIES LAWS. IN THIS RESPECT, T HE WORDS “ESTIMATE,”
“PROJECT,” “ANTICIPATE,” “EXPECT,” “INTEND,” “BELIEVE,” “FORECAST” AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. ALTHOUGH THE
CITY BELIEVES THAT ITS EXPECTATIONS REGARDING FUTURE EVENTS ARE BASED ON
REASONABLE ASSUMPTIONS WITHIN THE SCOPE OF ITS KNOWLEDGE, THE CITY CAN GIVE NO
ASSURANCE THAT ITS GOALS WILL BE ACHIEVED OR THAT ITS EXPECTATIONS REGARDING
FUTURE DEVELOPMENTS WILL BE REALIZED. THE FORWARD-LOOKING STATEMENTS IN THIS
PRELIMINARY OFFICIAL STATEMENT ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD
CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY
THESE STATEMENTS.
THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS PRELIMINARY OFFICIAL
STATEMENT IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO INVESTORS
UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF
THIS TRANSACTION, BUT THE UNDERWRIT ER DOES NOT GUARANTEE THE ACCURACY OR
COMPLETENESS OF SUCH INFORMATION.
THE CERTIFICATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, IN RELIANCE UPON A SPECIFIC EXEMPTION CONTAINED IN SUCH ACT, NOR HAVE
THEY BEEN REGISTERED UNDER THE SECURITIES LAWS OF ANY STATE.
THIS PRELIMINARY OFFICIAL STATEMENT HAS BEEN “DEEMED FINAL” BY THE CITY, PURSUANT
TO RULE 15C2-12 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR INFORMATION WHICH IS
PERMITTED TO BE EXCLUDED FROM THIS PRELIMINARY OFFICIAL STATEMENT UNDER SAID
RULE 15C2-12.
* * *
iv
56125.0001.11871770.8
CITY OF CHUBBUCK, IDAHO
5160 Yellowstone Ave.
Chubbuck, ID 83202
(208) 238-2371
MAYOR AND CITY COUNCIL
Kevin England Mayor
Ryan Lewis Council President
Annette Baumeister Council Member
Roger Hernandez Council Member
Melanie Evans Council Member
APPOINTED OFFICIALS
Richard Morgan City Treasurer/CFO
Rodney Burch Public Works Director
Thomas J. Holmes City Attorney
UNDERWRITER BOND AND DISCLOSURE COUNSEL
Piper Jaffray & Co.
101 South Capitol Blvd, Suite 603
Boise, ID 83702
Hawley Troxell Ennis & Hawley LLP
877 Main Street, Suite 1000
Boise, Idaho 83702
(Mailing Address: P.O. Box 1617, Boise, ID 83701)
UNDERWRITER’S COUNSEL MUNICIPAL ADVISOR
Skinner Fawcett LLP
250 W. Bobwhite Ct., Suite 240
Boise, ID 83706
(Mailing Address: P.O. Box 700, Boise, ID 83701)
Zions Public Finance, Inc.
800 W. Main Street, Suite 700
Boise, ID 83702
(208) 501-7533
TRUSTEE, PAYING AGENT AND REGISTRAR BANK
Zions Bancorporation, National Association
800 W Main St, Suite 700
Boise, ID 83702
Zions Bancorporation, National Association
800 W Main St, Suite 700
Boise, ID 83702
v
56125.0001.11871770.8
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vi
56125.0001.11871770.8
Table of Contents
Page
INTRODUCTION ......................................................................................................................................................... 1
The City .................................................................................................................................................................... 1
Purpose of the Certificates ........................................................................................................................................ 1
Authorization ............................................................................................................................................................ 2
The Certificates and Financing Structure .................................................................................................................. 2
Security for the Certificates ...................................................................................................................................... 2
Delivery of the Certificates ....................................................................................................................................... 2
Tax Status of the Certificates .................................................................................................................................... 2
DESCRIPTION OF THE CERTIFICATES .................................................................................................................. 3
Principal Amount, Date, Interest Rate and Maturity ................................................................................................. 3
Redemptions ............................................................................................................................................................. 3
Certificates Redeemed in Part ................................................................................................................................... 3
Notice of Redemption ............................................................................................................................................... 3
Funds under the Trust Indenture ............................................................................................................................... 4
Tax Covenant ............................................................................................................................................................ 5
The Trustee ............................................................................................................................................................... 5
Book-Entry System ................................................................................................................................................... 5
SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES ............................................................... 6
Structure of Primary Lease and Appropriation Lease ............................................................................................... 6
Pledge under Trust Indenture .................................................................................................................................... 6
Sources of Payment................................................................................................................................................... 6
Lease Payments Subject to Appropriation ................................................................................................................ 7
Events of Default under the Appropriation Lease ..................................................................................................... 8
Remedies on Default or Nonrenewal ........................................................................................................................ 8
Covenants under the Appropriation Lease ................................................................................................................ 9
PURPOSE AND USE OF PROCEEDS ...................................................................................................................... 11
Purpose of the Certificates ...................................................................................................................................... 11
Sources and Uses of Funds ..................................................................................................................................... 11
THE IMPROVEMENTS ............................................................................................................................................. 12
The City Hall Project .............................................................................................................................................. 12
The Police Facilities Project ................................................................................................................................... 16
The Animal Shelter Project ..................................................................................................................................... 20
Construction of the Improvements .......................................................................................................................... 23
DEBT SERVICE REQUIREMENTS ......................................................................................................................... 24
THE CITY ................................................................................................................................................................... 26
General.................................................................................................................................................................... 26
Mayor and City Council .......................................................................................................................................... 26
Key Administrative Officials .................................................................................................................................. 27
City Employees ....................................................................................................................................................... 28
Budgetary Process .................................................................................................................................................. 28
REVENUE SOURCES OF THE CITY ...................................................................................................................... 29
Overview ................................................................................................................................................................. 29
Revenues from Governmental Activities ................................................................................................................ 29
Revenues from Business-Type Activities ............................................................................................................... 32
CITY INDEBTEDNESS ............................................................................................................................................. 32
Debt Payment Record ............................................................................................................................................. 34
Future Financing ..................................................................................................................................................... 34
FINANCIAL FACTORS ............................................................................................................................................. 34
Accounting Policies ................................................................................................................................................ 34
Financial Reporting ................................................................................................................................................. 34
Component Units .................................................................................................................................................... 36
Independent Audit Requirement ............................................................................................................................. 36
Timing for Release of Audited Financial Statements .............................................................................................. 37
Summary Financial Statements ............................................................................................................................... 37
2020 Budget ............................................................................................................................................................ 42
Projected Lawful Funds .......................................................................................................................................... 43
Investment Policy.................................................................................................................................................... 43
Pension System ....................................................................................................................................................... 43
Other Post-Employment Benefits............................................................................................................................ 45
Insurance Coverage ................................................................................................................................................. 45
ECONOMIC AND DEMOGRAPHIC DATA ............................................................................................................ 46
Introduction ............................................................................................................................................................ 46
Population ............................................................................................................................................................... 46
vii
56125.0001.11871770.8
Employment ............................................................................................................................................................ 47
Income .................................................................................................................................................................... 49
RISK FACTORS ......................................................................................................................................................... 50
Non Appropriation Clause of the Appropriation Lease .......................................................................................... 50
Possible Inadequacy of Remedies Upon an Event of Default or Event of Nonrenewal .......................................... 50
Uncertainty of Revenues ......................................................................................................................................... 50
Development of Improvements and Value of Facilities .......................................................................................... 51
CONTINUING DISCLOSURE ................................................................................................................................... 51
TAX MATTERS ......................................................................................................................................................... 51
RATINGS .................................................................................................................................................................... 53
UNDERWRITING ...................................................................................................................................................... 53
INDEPENDENT AUDITORS .................................................................................................................................... 53
LEGAL MATTERS .................................................................................................................................................... 53
Approval ................................................................................................................................................................. 53
Laws Relating to Municipal Reorganization ........................................................................................................... 53
PENDING AND THREATENED LITIGATION ....................................................................................................... 54
MUNICIPAL ADVISOR ............................................................................................................................................ 54
ADDITIONAL INFORMATION................................................................................................................................ 54
APPROVAL OF OFFICIAL STATEMENT ............................................................................................................... 54
APPENDICES:
Form of Bond Counsel Opinion............................................................................................................................. Appendix A
Comprehensive Annual Financial Report for Fiscal Year Ended September 30, 2018 ......................................... Appendix B
Book-Entry Only System ....................................................................................................................................... Appendix C
Form of Information Reporting Agreement ........................................................................................................... Appendix D
Form of Primary Lease .......................................................................................................................................... Appendix E
Form of Annual Appropriation Lease Agreement . ………………………………………………………………. Appendix F
Form of Annual Appropriation Trust Indenture .................................................................................................... Appendix G
1
56125.0001.11871770.8
PRELIMINARY OFFICIAL STATEMENT
$[12,385,000](1)
City of Chubbuck, Idaho
Annual Appropriation Certificates of Participation, Series 2019
INTRODUCTION
The City of Chubbuck, Idaho (the “City”) in Bannock County, Idaho (the “County”), a municipal corporation operating
and existing under and pursuant to the provisions of the Constitution and laws of the State of Idaho (the “State”), furnishes
this Preliminary Official Statement in connection with the offering of $[12,385,000](1) Annual Appropriation Certificates of
Participation, Series 2019 (the “Certificates”), dated the Date of Delivery. This Preliminary Official Statement, which
includes the cover page, inside cover page and appendices, provides information concerning the City and the Certificates.
The Certificates offered hereby evidence undivided ownership interests in payments (the “Lease Payments”) to be made by
the City, as lessee under that certain Annual Appropriation Lease Agreement dated November [20], 2019 (the
“Appropriation Lease”) with Zions Bancorporation, National Association, as lessor (the “Bank”). The Lease Payments are
due in full with respect to the initial lease term on the later of December 1, 2019 or the effective date thereof, and on or
before December 1 in the years 2020 through 2043, subject to appropriation annually by the City. See “SECURITY FOR
THE CERTIFICATES” herein. The Certificates will be issued pursuant to the Annual Appropriation Trust Indenture dated
November [20], 2019 (the “Trust Indenture”), among the City, the Bank, and Zions Bancorporation, National Association,
as trustee (the “Trustee”).
The information set forth herein has been obtained from the City and other sources that are believed to be reliable. The
Underwriter has relied on the City with respect to the accuracy and sufficiency of such information and such information is
not to be construed as a representation, warranty or guarantee by the Underwriter. So far as any statement herein includes
matters of opinion, or estimates of future expenses and income, whether or not expressly so stated, they are intended
merely as such and not as representations of fact. This Preliminary Official Statement speaks only as of its date, and the
information contained herein is subject to change. Capitalized words and phrases used in this Preliminary Official
Statement have the meanings as defined in the forms of Primary Lease (hereinafter defined), Appropriation Lease and
Trust Indenture, which documents are attached to this Preliminary Official Statement as Appendices E, F, and G, all of
such appendices being herein referred to as the “Documents.” Brief descriptions and summaries of, and information
relating to the Certificates, the City, and the Documents are hereinafter included in this Preliminary Official Statement.
Such descriptions, summaries and information do not purport to be exhaustive, comprehensive, or definitive. All
references herein to the Certificates and the Documents, or the terms or provisions of any of the foregoing, are qualified by
reference to such documents in their entirety.
The City
The City is a municipal corporation operating and existing under and pursuant to the provisions of the Constitution and
laws of the State. Incorporated in 1950, the City is located in southwestern Idaho and has a population of approximately
15,316. The City has a land area of 4.19 square miles and is bordered by the City of Pocatello, the County seat and largest
city in the County with its own population of approximately 56,266.
The City provides a full range of services. These services include Public Safety (police, fire, regional ambulance, animal
control, and building inspection); Environmental Health (sanitation, water, waste water treatment, and storm water
management); Transportation (street and highway maintenance, traffic engineering); Recreational (parks and recreation);
Neighborhood Quality (engineering, planning and development, and community services) and Administration
(mayor/council, finance, elections, human resources, legal risk management, and information technology). For additional
information see “THE CITY” herein.
Purpose of the Certificates
The Certificates are being issued to finance costs of (i) reimbursement of land acquisition by the City and construction of a
new City Hall thereon (the “City Hall Project”), (ii) renovation and conversion of the City’s existing City Hall to police
facilities (the “Police Facilities Project”), and (iii) construction of a new animal shelter on property currently owned by t he
________________________________
(1) Preliminary, subject to change.
2
56125.0001.11871770.8
City (the “Animal Shelter Project” and together with the City Hall Project and the Police Facilities Project, the
“Improvements” as further described in “THE IMPROVEMENTS” herein), as well as (iv) costs of issuing the Certificates.
See “PURPOSE AND USE OF PROCEEDS” herein.
The real property associated with the City Hall Project (the “City Hall Property”), the real property associated with the
Police Facilities Project (the “Police Facilities Property”), and the real property associated with the Animal Shelter Projec t
(the “Animal Shelter Property”) is collectively referred to as the “Property.”
Authorization
Pursuant to Section 50-301, Idaho Code, the City is authorized to acquire, hold, lease, and convey property, real and
personal, and to erect buildings or structures of any kind, needful for the uses or purposes of the City. The City Council of
the City (the “City Council”) adopted an Ordinance at a regular meeting on October 16, 2019 (the “Ordinance”) approving
the terms and provisions of the Primary Lease (as defined below), the Appropriation Lease, and the Trust Indenture and
delegating authority to officials of the City to approve the pricing and sale of the Certificates and to enter into a purchase
contract with the Underwriter, and to execute and deliver the documents with such changes necessitated by the pricing and
sale of the Certificates.
The Certificates and Financing Structure
Pursuant to its statutory authority and the Ordinance, the City is authorizing the issuance of the Certificates pursuant to the
Trust Indenture. Concurrently with the issuance of the Certificates, (a) the City and the Bank will enter into a Primary
Lease dated as of November [20], 2019 (the “Primary Lease”), pursuant to which the City will lease the Property together
with the Improvements to be constructed thereon (the Property and Improvements collectively referred to as the
“Facilities”) to the Bank for a term ending September 30, 2044 or such earlier date as the Certificates shall have been fully
paid or payment provided therefor, or such longer period until the Certificates are no longer Outstanding and shall have
been fully paid and retired, but not exceeding ninety-nine (99) years, and (b) the City and the Bank will enter into a
separate Appropriation Lease pursuant to which the Bank will lease the Facilities back to the City on an annual basis
subject to appropriation and renewal by the City. See “SECURITY FOR THE CERTIFICATES.”
Security for the Certificates
The Lease Payments secure the Certificates and are general obligations of the City payable from any of its lawful funds.
The Lease Payments are subject to annual appropriation by the City in each year as part of its budgeting and
appropriation process. See “SECURITY FOR THE CERTIFICATES—Lease Payments Subject to Appropriation,”
herein.
THE CERTIFICATES AND THE INTEREST PAYABLE THEREON DO NOT CONSTITUTE A DEBT OR
LIABILITY OR A PLEDGE OR LENDING OF THE FAITH AND CREDIT OF THE STATE, ITS LEGISLATURE OR
ANY POLITICAL SUBDIVISIONS OR AGENCIES THEREOF, OTHER THAN THE CITY TO THE EXTENT
HEREIN DESCRIBED. THE ISSUANCE OF THE CERTIFICATES DOES NOT DIRECTLY, INDIRECTLY, OR
CONTINGENTLY OBLIGATE THE CITY (EXCEPT AS STATED IN THE PRIOR SENTENCE), THE STATE, ITS
LEGISLATURE OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY OR COLLECT ANY FORM OF
TAXATION OR TO MAKE ANY APPROPRIATION FOR THE PAYMENT THEREOF. NOTHING HEREIN SHALL
BE CONSTRUED TO PLEDGE REVENUES FROM, OR GIVE A SECURITY INTEREST IN, ANY REVENUES,
PROPERTIES OR FACILITIES OF THE CITY EXCEPT AS SPECIFICALLY SET FORTH IN THE TRUST
INDENTURE. See “SECURITY FOR THE CERTIFICATES” herein.
Delivery of the Certificates
The City expects to deliver the Certificates on or about November [20], 2019.
Tax Status of the Certificates
In the opinion of Bond Counsel, assuming continuous compliance with certain covenants described he rein, interest on the
Certificates is excluded from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue
Code of 1986, as amended to the date of delivery of the Certificates (the “Tax Code”), and interest on the Certificates is
3
56125.0001.11871770.8
excluded from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code, and interest on the
Certificates is excluded from gross income for purposes of income taxation by the State. See “TAX MATTERS.”
This Introduction is not a summary of this Preliminary Official Statement. It is only a brief description of and guide to,
and is qualified by, more complete and detailed information contained in the entire Preliminary Official Statement,
including the cover page and appendices hereto and the documents summarized or described herein. A full review should
be made of the entire Preliminary Official Statement. The offering of the Certificates to potential investors is made only
by means of the entire Preliminary Official Statement.
DESCRIPTION OF THE CERTIFICATES
Principal Amount, Date, Interest Rate and Maturity
The Certificates will be issued in the aggregate principal amount of $[12,385,000](1), are dated the Date of Delivery, and
will mature on September 1 in the years shown on the inside cover hereof. The Certificates shall bear interest as set forth
on the inside cover hereof payable on March 1, 2020 and semiannually thereafter on March 1 and September 1 of each
year until maturity or earlier redemption thereof. Interest on the Certificates will be computed on the basis of a 360 -day
year consisting of twelve 30-day months.
Redemptions
Optional Redemption. The Certificates maturing on September 1 in the years 2021 through 2029, inclusive, are not subject
to optional redemption prior to their stated dates of maturity. The City has reserved the right to call and redeem the
Certificates maturing on or after September 1, 2030, prior to their stated dates of maturity, in whole or in part (maturities to
be selected by the City and randomly within a maturity in such manner as the Trustee shall determine) at any time, on and
after September 1, 2029, at the price of par plus accrued interest, if any, to the date fixed for redemption.
Mandatory Redemption. [Unless previously called under the provisions for optional redemption, the Certificates maturing
on September 1 ____ are Term Certificates and are subject to mandatory redemption and retirement prior to maturity, in
part, by lot in such manner as the Trustee shall determine, at a redemption price equal to 100% of the principal amount
thereof plus accrued interest thereon, if any, to the date fixed for redemption, as set forth in the following table:
SEPTEMBER 1
OF THE YEAR
20__
20__*
*term Certificate, stated maturity
MANDATORY
REDEMPTION AMOUNT
$ _______
________
Certificates Redeemed in Part
Any Certificate which is to be redeemed only in part shall be surrendered at a place stated for the surrender of Certificates
called for redemption in the notice pursuant to the Trust Indenture with due endorsement by, or a written instrument of
transfer in form satisfactory to the Trustee duly executed by, the Owner thereof or his attorney duly authorized in writing
and with guaranty of signatures satisfactory to the Trustee) and the Bank shall cause the Trustee to authenticate and deliver
to the Owner of such Certificate without service charge a new certificate or certificates of the same series in any authorized
denomination as requested by such Owner in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Certificate so surrendered.
Notice of Redemption
Notice of redemption shall be given by the Trustee by registered mail, not less than thirty (30) or more than sixty (60) d ays
prior to the redemption date, to the Owners, as of the Record Date, of each Certificate which is subject to redemption, at
the address of such Owner as it appears in the registration books kept by the Trustee, or at such other address as is
furnished to the Trustee in writing by such Owner on or prior to the Record Date. Each notice of redemption shall state the
name and series of the Certificates, the Record Date, the redemption date, the place of redemption, the principal amount if
less than all, the distinctive numbers of the Certificates or portions of Certificates to be redeemed, and also shall state that
________________________________
(1) Preliminary, subject to change.
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the interest on the Certificates in such notice designated for redemption shall cease to accrue from and after such
redemption date and that, on said date, there will become due and payable on each of said Certificates the principal thereof,
interest accrued thereon to the redemption date, and premium, if any. Any notice mailed shall be conclusively presumed to
have been duly given, whether or not the Owner or other recipient receives such notice. Failure to mail such notice or any
defect therein shall not affect the validity of the proceedings for redemption of the Certificates.
In addition to the foregoing notice, further notice shall be given by the Trustee as set out below, but no defect in said
further notice or any failure to give all or any portion of such further notice shall affect in any manner the validity of a call
for redemption if notice thereof is given as above described:
(a) Each further notice of redemption given hereunder shall contain the information required above for an
official notice of redemption plus (i) the CUSIP numbers of all Certificates being redeemed; (ii) the date of issue
of the Certificates as originally issued; (iii) the rate of interest borne by each Certificate being redeemed; and (iv)
the maturity date of each Certificate being redeemed; and (v) the series and any other descriptive information
needed to identify accurately the Certificates being redeemed.
(b) Each further notice of redemption shall be sent at least thirty-five (35) days before the redemption date
by telecopy, registered or certified mail or overnight delivery service to all registered securities depositories then
in the business of holding substantial amounts of obligations of types comprising the Certificates designated by
the Trustee by the City and to any nationally recognized information services designated by the City to the
Trustee.
(c) Upon the payment of the redemption price of Certificates being redeemed, each check or other transfer
of funds issued for such purpose shall bear the CUSIP number or numbers identifying, by issue and maturity, the
Certificates being redeemed with the proceeds of such check or other transfer .
If at the time of mailing of notice of any optional redemption, if applicable, there shall not have been deposited moneys in
the Debt Service Fund, hereinafter described, sufficient to redeem all the Certificates called for redemption, such notice
shall state that it is conditional in that it is subject to the deposit of the moneys in the Debt Service Fund available for such
payment not later than the redemption date, and such notice shall be of no effect unless such moneys are so deposited.
Funds under the Trust Indenture
The following funds are created under the Trust Indenture:
Debt Service Fund. The Debt Service Fund shall be held by the Trustee for the payment of principal and interest on the
Certificates.
Construction Fund. The Construction Fund shall be funded with proceeds from the sale of Certificates, as necessary to pay
Costs of Acquisition and Construction of the Improvements. Amounts on deposit in the Construction Fund shall be
invested by the Trustee pursuant to written certificates of the City in Permitted Investments that mature not later than such
times as shall be necessary to provide moneys when needed to pay such Costs of Acquisition and Construction. The
interest, as well as the gain, if any, on such investments shall be deposited into the Construction Fund.
The Trustee shall make disbursements to pay Costs of Acquisition and Construction from the Construction Fund account in
the amounts, at the times, in the manner, and on the other terms and conditions set forth in the Trust Indenture and
Appropriation Lease. After completion of the payment of all Costs of Acquisition and Construction of the Improvements,
as certified by the City, any balance within the Construction Fund shall be transferred (1) first, to the Rebate Fund in an
amount required to comply with the Trust Indenture and (2) second, to the extent o f any remaining balance, to the Debt
Service Fund, and the Construction Fund shall thereafter be closed and terminated.
Costs of Issuance Fund. The Costs of Issuance Fund for the Certificates shall be held by the Trustee and shall be funded
with so much of the Net Certificate Proceeds as shall be required to pay the Costs of Issuance of the Certificates, and from
which the Costs of Issuance (except the underwriter’s compensation and bond insurance premium, if any) shall be paid by
the Trustee pursuant to a written certificate and request of the City. Moneys in the Costs of Issuance Fund shall be
invested by the Trustee in Permitted Investments pursuant to written certificate s by the City. The interest, as well as the
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gain, if any, on such investments shall be deposited into the Costs of Issuance Fund. Any balance remaining in the Costs of
Issuance Fund after payment of the Costs of Issuance or 90 days, which ever shall first occur, shall be transferred to the
Construction Fund, and the Costs of Issuance Fund shall thereupon be closed.
Rebate Fund. The Rebate Fund shall be held by the Trustee separate and apart from all other funds established under the
Trust Indenture. At the time and in the manner required by the Tax Code, the City, using such consultants as it deems
necessary, shall calculate the amount, if any, required to be rebated as of such date to the United States Treasury with
respect to the Certificates, and shall instruct the Trustee in writing to transfer such amounts from the Debt Service Fund to
the Rebate Fund or shall otherwise pay such amounts to the Trustee for deposit into the Rebate Fund. All amounts in the
Rebate Fund, including income earned from investment of the Rebate Fund, shall be held by the Trustee free and clear of
the lien of the Trust Indenture, and the Trustee shall pay said amounts over to the United States from time to time as the
Trustee shall be instructed in writing by the City, in accordance with the Tax Certificate.
Tax Covenant
In the Appropriation Lease, the City covenants for the benefit of the Beneficial Owners (defined below) and the Bank that
during the Lease Term it will not take any action or omit to take any action with respect to the Certificates, the proceeds
thereof, any other funds of the City or any facilities financed with the proceeds of the Certificates if such action or
omission (i) would cause the interest on the Certificates to lose its exclusion from gross income for federal income tax
purposes under Section 103 of the Tax Code, (ii) would cause interest on the Certificates to lose its exclusion from
alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code , or (iii) would cause interest on the
Certificates to lose its exclusion from State income taxation under present State law.
The Trustee
The City has appointed Zions Bancorporation, National Association, a national banking association organized under the
laws of the United States, to serve as Trustee for the Certificates under the Trust Indenture. The Trustee is to carry out
those duties assignable to it under the Trust Indenture. Except for the contents of this section, the Trustee has not reviewed
or participated in the preparation of this Preliminary Official Statement and does not assume any responsibility for the
nature, completeness, contents or accuracy of the Preliminary Official Statement.
Furthermore, the Trustee has no oversight responsibility, and is not accountable, for the use or appl ication by the City of
any of the Certificates authenticated or delivered pursuant to the Trust Indenture or for the use or application of the
proceeds of such Certificates by the City. The Trustee has not evaluated the risks, benefits, or propriety of any investment
in the Certificates and makes no representation, and has reached no conclusions, regarding the value or condition of any
assets pledged or assigned as security for the Certificates, the technical or financial feasibility of the Facilities, or the
investment quality of the Certificates, about all of which the Trustee expresses no opinion and expressly disclaims the
expertise to evaluate.
The principal of and interest on the Certificates will be payable by the Trustee to DTC, which, in turn, is obligated to remit
such principal and interest to its participants (“DTC Participants”) for subsequent disbursement to the persons in whose
names such Certificates are registered (the “Beneficial Owners”), as further described in APPENDIX C attached hereto.
Interest on the Certificates shall be credited to the Beneficial Owners by the DTC Participants.
Additional information about the Trustee and its services may be found at Zions Bank’s website at
https://www.zionsbank.com/business-banking/other-banking-services/corporate-trust/. The Zions Bank website is not
incorporated into this Preliminary Official Statement by such reference and is not a part hereof.
Book-Entry System
The Certificates will be issued in fully registered form and, when issued, will b e registered in the name of Cede & Co. as
the Beneficial Owner and as nominee for DTC. DTC will act as securities depository for the Certificates. Individual
purchases and sales of the Certificates may be made in book-entry form only in minimum denominations of $5,000 within a
single maturity and integral multiples thereof. Purchasers will not receive certificates representing their interest in the
Certificates. See APPENDIX C attached hereto for additional information.
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SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES
Structure of Primary Lease and Appropriation Lease
Concurrently with the issuance of the Certificates, (a) the City and the Bank will enter into a single Primary Lease,
pursuant to which the City will lease the City Hall Property, the Police Facilities Property, and the Animal Shelter Property
(collectively, the “Property” as previously defined) together with the Improvements to be constructed thereon (the Property
and Improvements collectively referred to as the “Facilities” as previously defined) to the Bank for a term ending
September 30, 2044 or such earlier date as the Certificates shall have been fully paid or payment provided therefor , or such
longer period until the Certificates are no longer Outstanding and shall have been fully paid and retired, but not exceeding
ninety-nine (99) years, and (b) the City and the Bank will enter into a separate Appropriation Lease pursuant to which the
Bank will lease the Facilities back to the City on an annual basis subject to appropriation and renewal by the City.
During the Term of the Primary Lease (as defined therein), the parties have agreed that the mutual promises and covenants
contained therein constitute good and valuable consideration for entering into the Primary Lease and no rent shall be
payable from the Bank to the City for the use and enjoyment of the Facilities.
Pledge under Trust Indenture
Under the Trust Indenture, the Bank has assigned, transferred, pledged, and granted a security interest to the Trustee, and
its successors in trust and assigns, for the benefit and security of the owners of the Certificates, all of its right, title and
interest in (i) the Primary Lease, (ii) the Appropriation Lease including Lease Payments, revenues and rents received or
receivable by the Bank thereunder, and (iii) all of the right, title and interest of the Bank in and to all funds (other than the
Rebate Fund) established under the Trust Indenture. The Primary Lease and Appropriation Lease, or summaries thereof,
and a memorandum of assignment of the Primary Lease and Appropriation Lease by the Bank to the Trustee shall be
recorded in the real property records of Bannock County, Idaho.
Sources of Payment
Lease Payments under the Appropriation Lease are payable, subject to appropriation annually by the City, from any lawful
funds of the City. For this purpose, “Lawful Funds” include:
(i) all operating and nonoperating governmental revenues of the City—See “REVENUE SOURCES OF
THE CITY” herein—excluding all revenues that the City is obligated to spend in accordance with
restrictions imposed by external third parties; and
(ii) unrestricted General Fund reserves of the City.
The unrestricted net positions of the City’s proprietary funds (business-type activities) and the City’s Highway, Streets and
Roads Fund (the “HSR Fund”) are not included within the Lawful Funds of the City available to pay debt service.
Nonetheless, the City expects to annually contribute fees for service (“enterprise fees”) from its Water Fund, Wastewater
Fund and Sanitation Fund together with amounts from the HSR Fund to be used, together with Lawful Funds of the City,
and subject to appropriation and renewal, to make Lease Payments. Idaho law requires enterprise fees to bear a reasonable
relationship to the cost of the respective systems for which they are imposed and such fees cannot be “revenue raising” for
other purposes. As such, enterprise fees must be a reasonable charge for a direct public service rendered to the consumer.
The contribution amounts must be appropriate and should be based on some calculation designed to determine the value
that the respective enterprise systems receive from the Improvements. As applied here, the City anticipates that its Water
Fund, Wastewater Fund and Sanitation Fund will each, subject to appropriation and renewal, contribute annually to the
portion of the Lease Payment associated with the City Hall Project in proportion to the square footage of the new City Hall
building utilized by each respective department. In the same fashion, the City intends to contribute annually from its HSR
Fund to the portion of the Lease Payment associated with the City Hall Project in proportion to the square footage of the
new City Hall building utilized by the Highway, Streets and Road Department. The City does not anticipate contributing
enterprise fees from the Water Fund, Wastewater Fund and Sanitation Fund nor amounts from the HSR Fund towards the
Police Facilities Project or the Animal Shelter Project. Based on its preliminary expectations of square footage, the City
calculates the contributions from the Water Fund, Wastewater Fund, Sanitation Fund and HSR Fund to the portion of the
Lease Payment associated with the City Hall Project to be approximately 26.3%, 26.4%, 22.3%, and 12.5% , respectively.
Stated another way, the City anticipates that approximately 87.5% of the portion of the Lease Payment associated with the
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City Hall Project will be paid by contributions from the Water Fund, Wastewater Fund, Sanitation Fund, and HSR Fund.
The City believes said contributions are reasonable in light of each department’s projected use of the City Hall Project. See
“RISK FACTORS—Uncertainty of Revenues—Contribution from Water Fund, Wastewater Fund, Sanitation Fund and
HSR Fund” herein. For the projected Lawful Funds of the City, see “FINANCIAL FACTORS—Projected Lawful Funds”
herein. The remaining portion of the Lease Payment associated with the City Hall Project and the entirety of the Lease
Payment associated with the Police Facilities Project and Animal Shelter Project will be paid from the City’s General
Fund.
Lease Payments are due in full with respect to the Initial Term (as defined below) on the later of December 1, 2019 or the
effective date thereof, and on or before December 1 of each Renewal Term (as defined below), subject to appropriation
annually by the City. The Lease Payment for the Initial Term will be deposited in the Debt Service Fund and used to pay
the interest due on the Certificates on March 1, 2020 and September 1, 2020. Renewal Term Lease Payments are due on
or before December 1 in the years 2020 through 20 43, subject to annual appropriation and renewal. Lease Payments for
each respective Renewal Term will be deposited in the Debt Service Fund and used to pay the principal and interest due on
the Certificates on the succeeding March 1 and September 1.
Lease Payments Subject to Appropriation
The obligation of the City to make Lease Payments is subject to annual budgeting thereof by the City Council and renewal
of the Appropriation Lease at the option of the City. The initial term of the Appropriation Lease extends through
September 30, 2020 (the “Initial Term”) and is subject to annual renewal by the City for twenty-four (24) additional one
(1) year terms commencing on October 1 and terminating on the following September 30 (each a “Renewal Term”).
On or before August 1 of each year, the City may, in its sole discretion, give notice to the Bank and Trustee of its intent to
renew the Appropriation Lease for the next subsequent Renewal Term (the “Notice of Intent to Renew”). Such Notice of
Intent to Renew shall include the City’s confirmation that it will consider at an August meeting, typically held on the first
and third Wednesday of the month, an appropriation of funds sufficient to pay Lease Payments for the next subsequent
Renewal Term. The Notice of Intent to Renew is conditional on the City Council’s budgeting of funds therefor and does
not constitute a renewal of the Appropriation Lease nor obligate the City to budget funds for the purpose of such renewal.
In the event the Bank and Trustee shall not have received the Notice of Intent to Renew by August 1 of each year, the Bank
or Trustee will notify the City of such non-receipt, and the City shall then have until August 15 to deliver to the Bank and
Trustee its Notice of Intent to Renew.
Provided the Notice of Intent to Renew has been delivered timely, the City may, at its option, renew the Appropriation
Lease by budgeting funds therefor and by thereafter provid ing to the Bank and Trustee a notice of renewal accompanied by
a certified copy of the ordinance or other official action of the City Council adopting its budget which includes the
expenditure of funds for Lease Payments for said Renewal Term or otherwise evidencing the appropriation of the Lease
Payment for the next Renewal Term (collectively, the “Notice of Renewal”). The Notice of Renewal shall be due to the
Bank and Trustee promptly following the adoption of the City’s budget containing the appropriation and in no event later
than September 15 preceding the next Renewal Term. The budgeting of funds as aforesaid shall constitute a valid and
enforceable obligation of the City for the payment of such funds for such Renewal Term and shall not be subject to
abatement for any cause.
If the City fails to deliver the Notice of Intent to Renew by August 15, or the Notice of Renewal by September 15, or if the
City shall at any time notify the Bank and Trustee that the City has elected to not renew the Appropriation Lease, an “Event
of Nonrenewal” of the Appropriation Lease shall be deemed to have occurred and the Bank may exercise the remedies
provided in the Appropriation Lease and the Trust Indenture upon such occurrence. Upon an Event of Nonrenewal, the
City has no further obligation or exposure to penalty or recourse except that it surrenders possession of the
Facilities. See “Remedies on Default or Nonrenewal” below.
At any time during the Initial Term or any Renewal Term, the City may purchase the Bank’s right, title and interest in the
Facilities pursuant to certain terms and conditions as set forth in the Appropriation Lease including, but not limited to,
providing notice and tendering the purchase price (as described in Article XI of the Appropriation Lease). Upon
retirement of the Certificates, the City shall have the option to purchase all of the Bank’s right, title and interest in the
Facilities for nominal consideration ($10). The City’s option to purchase the Bank’s right, title and interest in the Facilities
survives an Event of Nonrenewal.
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Events of Default under the Appropriation Lease
The following are “events of default” under the Appropriation Lease and the term “event of default” shall mean any one or
more of the following events:
1. Failure by the City to pay the Lease Payments required to be paid under the Appropriation Lease when the same shall
become due and payable.
2. Failure by the City to pay under the Appropriation Lease when the same shall become due and payable: (i) all taxes
and assessments, general or special, concerning the Facilities, or any part thereof, during the Lease Term and any other
governmental charges and impositions whatsoever, and all utility and other charges and assessments, or (ii) the
reasonable and necessary fees and expenses of Bank thereunder or of the Trustee under the Trust Indenture.
3. Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or
performed under the Appropriation Lease, other than as referred to in subsection 1 or 2 above, for a period of 30 days
after written notice, specifying such failure and requesting that it be remedied, given to the City by the Bank, provided,
however, that in the event that such failure cannot reasonably be remedied within such 30-day period, the City has
commenced such remedy during such 30-day period and diligently and continuously prosecutes the same to
completion and the City provides the Bank with a certification to such effect.
4. The failure by the City promptly to commence proceedings to lift any execution, garnishment or attachment of such
consequence as will impair its ability to carry on its operations at the Facilities or to make any payments under the
Appropriation Lease, or the filing by the City of a petition seeking a composition of indebtedness under any applicable
law or statute of the United States of America or of the State.
5. The City admits insolvency or bankruptcy or its inability to pay its debts as they mature, or makes an assignment for
the benefit of creditors or applies for or consents to the appointment of a trustee or receiver for the Facilities or if
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings for relief under
any bankruptcy law or similar law for the relief of debtors, are instituted by or against the City (other than bankruptcy
proceedings instituted by the City against third parties), and if instituted against the City are allowed against the City
or are consented to or are not dismissed, stayed or otherwise nullified within ninety days after such institution.
6. An event of default caused by actions of the City under the Trust Indenture shall have occurred and be continuing.
7. Failure by the City to perform any of its obligations under the Primary Lease.
Remedies on Default or Nonrenewal
In addition to other remedies specified in the Trust Indenture—See APPENDIX G—the Trustee has the following
remedies:
If an Event of Default shall have happened and shall not have been remedied or if an Event of Nonr enewal shall occur, the
Trustee may, in addition to any other remedies provided in the Trust Indenture, terminate the Appropriation Lease, cause
the City to vacate, or be evicted from, the Facilities, or any portion thereof, take possession of the Facilities, or any portion
thereof, and may lease the Facilities or any portion thereof, subject to the Primary Lease, for the benefit of the Beneficial
Owners. Any such lease and sublease shall be conditioned, however, on an agreement by the lessee/sublessee or assignee
to use the Facilities in a manner permitted under applicable zoning restrictions. The Trustee shall also have the discretion
and authority to retain consultants or managers, including the City.
Additionally, if any Event of Default shall have happened and shall not be remedied or if an Event of Nonrenewal shall
occur, the Trustee may take whatever action at law or in equity as may appear necessary or desirable to collect the amounts
then due and thereafter to become due for the remainder of the Initial Term or the Renewal Term then in effect, or to
enforce performance or observance of any obligations, agreements, or covenants of the City under the Appropriation
Lease, the Primary Lease or the Trust Indenture; provided that the Trustee may not sell the Bank’s leasehold interest in the
Facilities without first obtaining a waiver by the City of its reversionary interest under the Primary Lease. Upon retirement
of the Certificates, the City shall have the option to purchase all of the Bank’s right, title and interest in the Facilities for
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nominal consideration ($10). The City’s option to purchase the Bank’s right, title and interest in the Facilities survives an
Event of Nonrenewal.
Covenants under the Appropriation Lease
The City covenants in the Appropriation Lease as follows:
Maintenance of and Modifications to the Facilities. During the Lease Term from funds appropriated therefor, the City
agrees that it will at its own expense (i) keep the Facilities in as reasonably safe condition as its operations permit, (ii) to
maintain a level of quality and operation of the Facilities that is at least comparable to the level of quality of character and
operation of similar property, and (iii) keep the Facilities in good repair and in good operating condition, making from time
to time all necessary repairs thereto (including external and structural repairs) and renewals and replacements thereof. The
City may also at its own expense make from time to time any additions, modifications or improvements to the Facilities it
may deem desirable for its purposes that do not adversely affect the structural integrity of the Facilities or substantially
reduce the value or impair the character of the Facilities; provided that all such additions, modifications and improvements
to the Facilities shall comply with all applicable building code regulations and ordinances. All such additions,
modifications and improvements made by the City shall become a part of the Facilities. During the Lease Term, the City
will not permit any mechanics’ lien, security interest or other encumbrance to be established or to remain against the
Facilities for labor or materials furnished; provided, that if the City first notifies Bank of its intention to do so, the City may
in good faith contest any mechanics’ or other liens filed or established against the Facilities.
Taxes, Other Governmental Charges and Utility Charges. During the Lease Term from funds appropriated therefor, the
City covenants to pay promptly (i) all taxes and governmental charges of any kind whatsoever that may at any time be
lawfully assessed or levied against, or with respect to, the Facilities, as and when acquired, or any interest therein or any
machinery, equipment or other property installed or brought by any person t herein or thereon; (ii) all utility, water, sewer,
electrical, license fees and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the
Facilities; and (iii) all assessments and charges lawfully made by any governmental body for public improvements that may
be secured by a lien on the Facilities; provided, that with respect to special assessments or other governmental charges that
may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as may
have become due during the Lease Term.
Insurance. During the Lease Term from funds appropriated therefor, the City agrees to insure the Facilities, as and when
acquired, with insurance companies licensed to do business in the State, in such amounts and in such manner and against
such loss, damage and liability, including liability to third parties, as are customary for improvements and equipment of
similar function and scope, taking into account liability limits provided by State law, and to pay the premiums with respect
thereto. Property and casualty insurance must be obtained for the full replacement cost of the Facilities. Such coverage
must apply exclusively to the Facilities and must be available to repair/rebuild such facilities under all circumstances after
the occurrence of an insured peril. Full payment of insurance proceeds up to the required policy dollar limit in connection
with damage to the Facilities shall, under no circumstances, be contingent on the degree of damage sustained at other
facilities owned or leased by the City. The policy must explicitly waive any co-insurance penalty. All policies maintained
pursuant to the Appropriation Lease (except for workmen’s compensation insurance) shall name the City and the Bank as
insureds, and the Trustee as an additional insured, as their respective interests may appear.
In the event the City shall fail to maintain the full insurance coverage required by the Appropriation Lease or shall fail to
keep the Facilities in good repair and good operating condition, the Bank may (but shall be under no obligation to) take out
the required policies of insurance and pay the premiums on the same or make the required repairs, renewals and
replacements; and all amounts advanced therefor by the Bank during the Lease Term shall become an additional obligation
of the City to the Bank, which amounts the City agrees to pay on demand, together with interest thereon, subject to
appropriation by the City.
The City is insured through the Idaho Counties Risk Management Program (“ICRMP”) and the Bank acknowledges and
agrees in the Appropriation Lease that: (i) ICRMP coverage is acceptable and in compliance with the requirements of the
Appropriation Lease; and (ii) any insurance requirement or obligation in the Appropriation Lease which is contrary to
insurance offered by ICRMP or unavailable through ICRMP is void and inapplicable as to the City, including, without
limitation, any disallowance by ICRMP of provisions for additional insureds, indemnity and waiver of subrogation;
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provided, however, the City shall use commercially reasonable efforts to negotiate terms with ICRMP that deviate as little
as possible from the insurance requirements set forth in the Appropriation Lease.
Additional Covenants. The City and the Bank, as applicable, make additional covenants under the Appropriation Lease.
See APPENDIX F—FORM OF ANNUAL APPROPRIATION LEASE AGREEMENT, Article 8.
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PURPOSE AND USE OF PROCEEDS
Purpose of the Certificates
The Certificates are being issued to finance the costs of (i) reimbursement of land acquisition by the City, (ii) constructing
the Improvements, and (iii) issuing the Certificates. See the “THE IMPROVEMENTS” herein.
Sources and Uses of Funds
The proceeds of the Certificates are estimated to be applied as follows:
TABLE 1
ESTIMATED SOURCES AND USES OF FUNDS
Sources of Funds (1)
Par Amount of Annual Appropriation
Certificates
$
Plus: Net Original Issue Premium $
Total Sources of Funds $
Uses of Funds (1)
Construction of Improvements $
Reimbursement to City $
Underwriting and Costs of Issuance (2) $
Total Uses of Funds $
(1) Amounts will be provided in the final Official Statement.
(2) Includes rating agency fees, municipal advisory fees, underwriter’s discount, legal fees, printing costs, and other costs of issuing
the Certificates.
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THE IMPROVEMENTS
Between 1990 and 2018, the City’s population increased from 7,834 to 15,316 persons—an increase of 95.5%. Although
this growth rate has abated more recently, the City expects to experience a 3.5% per year growth rate moving forward.
City growth has and will continue to result in corresponding increases in de mand for government services, and in turn, the
need for additional staff, equipment, and facilities. The City projects, based on a Facility Needs Plan commissioned in
2017, that City staffing needs will expand from 118 in 2017 to 249 by year 2037. City Ha ll and Police Department and
Animal Control operations are currently at a deficit of 18,882 square feet of building area. Without action, this deficit is
projected to grow to 24,291 square feet by the year 2037. Meanwhile, the City’s City Hall, police facilities and animal
shelter have continued to age, are becoming increasingly overcrowded and progressively more dysfunctional. To address
these issues, the City is undertaking the Improvements.
The Improvements are comprised of three distinct components: (1) the City Hall Project, (2) the Police Facilities Project
and (3) and the Animal Shelter Project. The proceeds of the Certificates will be used to finance the costs of the
Improvements. Each component is discussed in turn below.
The City Hall Project
As the City has grown, it has exceeded the functional capability of its existing City Hall. Additional City departments and
staffing have been added in the last four years and more will be needed in the near future. Areas of growth include Legal
Department, Grants Manager, Economic Development Team, Elected Official Assistant, Purchasing Department and
Purchasing Agent. In addition, the City’s Information Technology department is very undersized and the existing area
lacks the necessary service counters and work surfaces to service hardware, areas to process and store incoming and
outgoing hardware, and adequate secure storage for considerable amounts of equipment. Further, Public Works has
become overcrowded in its existing City Hall space. The current City Hall public reception area is poorly situated with
respect to personnel to support it. There are insufficient worktable areas for staff projects and meetings with the
development community. There is also insufficient room for file storage, document production, large format document
handling, plotting, general staff and citizen work/meeting space (work tables), and reception area for the public .
On October [18], 2019, the City purchased an approximately 1.53 acre parcel of real property located at the intersection of
E. Linden Avenue and Burley Drive in Chubbuck, Idaho to serve as the future home of the City’s new City Hall (the “City
Hall Property” as previously defined). The purchase price of the City Hall Property was $410,000. The City intends to
reimburse itself for the purchase price of the City Hall Property out of the proceeds of the Certificates. In a separate
transaction, the Chubbuck Development Authority (the “CDA”) purchased 3.19 acres of property adjacent to the City Hall
Property for the purpose of future development (the “CDA Property”). The CDA Property is not part of this financing and
is not included within the Facilities subject to the Primary Lease, the Appropriation Lease, and the Trust Indenture. The
CDA additionally intends to construct streets and streetscape adjacent to the City Hall Property using its own funds.
At completion, the new City Hall will consist of a two-story, 29,000 square foot building with slab on grade and steel
frame construction and associated site work located at 290 East Linden, Chubbuck, Idaho (“New City Hall”). The main
floor of New City Hall will provide customer service functions including utility billing, permitting, building and
engineering inspectors and public meeting rooms. Also included is a large multipurpose room designed to accommodate
seminars, workshops and social events. The second floor will be used for administration and operations including elected
officials, legal, finance, human resources, economic development, information technology, engineering, planning and
public works departments.
Once completed, the City Hall Project will result in a New City Hall specifically tailored to the needs of the City now and
in the future, including room for additional City departments and staff as needed. New City Hall will serve as the
operational and administrative headquarters of the City and the primary workstation for 43 full-time staff and up to 5 part-
time staff.
Renderings of the completed City Hall Project and the building layout plan are provided on the following pages:
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Source: the City.
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Source: the City.
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Source: the City.
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Environmental
A Phase I Environmental Site Assessment (the “Phase I ESA”) was performed on the City Hall Property by Materials
Testing & Inspection (“MTI”) prior to the City’s purchase of the property. The Phase I ESA is dated May 1, 2018 and
identified a two recognized environmental conditions (RECs) in connection with the City Hall Property. The Phase I ESA
recommended further investigation and that a spill prevention, control, and countermeasure plan (a “SPCC Plan”) be
created relative to the property. Subsequent to the Phase I ESA, the RECs were addressed. The City engaged MTI to
perform a follow-up assessment and reconnaissance of the City Hall Property prior to the City’s purchase of the same.
Based on said review, MTI prepared a Phase I Environmental Site Assessment Addendum (the “Phase I ESA Addendum”).
The Phase I ESA Addendum is dated October 8, 2019 and, as set forth therein, MTI has not identified any known or
suspected RECs on the City Hall Property, has determined that a SPCC plan is no longer necessary for the City Hall
Property and recommends no additional investigation.
The Police Facilities Project
Following completion of the City Hall Project, the City will undertake the renovation and conver sion of the City’s existing
shared City Hall / police station located at 5160 Yellowstone Avenue, Chubbuck, Idaho to Police Headquarters (the
“Police Facilities Project” as previously defined).
At present, the City’s police headquarters occupy a portion of the space within the existing City Hall; comprising
approximately 8,100 square feet within the total 19,129 square foot building. All areas of the current police headquarters
space are undersized and overcrowded, including the public lobby, report writing area, interview/interrogation facilities,
locker facilities, and property evidence. Property evidence is currently dispersed throughout the building, and in several
trailers located offsite. In addition, the current police facility lacks a multipurpose area that should serve as a community
meeting room, defensive tactics training room and emergency operations center.
The Police Facilities Project will result in an extensive renovation and conversation of the existing City Hall building.
Once completed, the City’s police headquarters will more than double in space to approximately 19,464 square feet. The
increased square footage, together with the design and layout of the new police headquarters, will alleviate overcrowding,
improve efficiencies and allow the City police department to better serve the community for many years to come. In
addition, a new communications center will allow the City to increase dispatch staff leading to better service and allowing
for more capacity to respond to calls for service. The City believes the Police Facilities Project will be a source of pride
for the City and its employees and will increase the City’s ability to recruit new police employees and retain current staff.
Renderings of the completed Police Facilities Project and the building layout plan are provided on the following pages:
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Source: the City.
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Source: the City.
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Source: the City.
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The Animal Shelter Project
Together with the Police Facilities Project, the City will undertake the construction of a new approximately 3,600 square
foot animal shelter on land currently owned by the City. T he new animal shelter will be located at 5170 Yellowstone,
Chubbuck, Idaho, adjacent to the existing animal control facility and to the Police Facilities Project. The site plan for the
new animal shelter (highlighted yellow) showing its relative location to the police headquarters building is as follows:
Source: the City.
The City’s current animal control facility dates back many years and the original construction dates are unknown. The
building is beyond repair and the size of the building does not mee t today’s needs. The location of the current building is
in the City maintenance yard making it less accessible to the general public and cumbersome for people who want to come
to the facility to see the animals. Upon completion of the Animal Shelter Project, the City’s intends to demolish its existing
animal control facility.
The Animal Shelter Project will allow the City to better serve the public and will provide for the City’s animal control
needs for the foreseeable future. The new facility will b e more comfortable for City employees and will provide more
room to work and to care for the animals. Further, the new facility will be more cost effective to maintain and also easier
to keep clean and free from disease.
Renderings of the completed Animal Shelter Project and the building layout plan are provided on the following pages:
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Source: the City.
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Source: the City.
Source: the City.
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Construction of the Improvements
The Improvements will be constructed by the City pursuant to the terms of the Lease Agreement. Construction will begin
in Spring 2020 with the City Hall Project. The City Hall Project is anticipated to take eighteen (18) months with projected
completion on or before June, 2021. Once the City Hall Project is complete, the City will undertake the Police Facilities
Project and Animal Shelter Project, with projected completion of all Improvements on or before May, 2022. The City
anticipates construction costs and associated fees and expenses for the Improvements to be approximately $15,300,000.
See “Construction Contract” below.
Architect
The City has entered into a contract (AIA Document B101 – 2017) with Myers Anderson Architects PLLC of Pocatello,
Idaho (“MAA”) as architect for completion of the design of the Improvements. MAA has retained Lombard Conrad
Architects, PA of Boise, Idaho as consulting architect. The City will assign its rights under its agreement with MAA to the
Trustee as additional security for the payment of the Certificates.
Construction Contract
The City has entered into a contract with CM Company, Inc. of Boise, Idaho (“CM Co.”) for construction of the
Improvements (the “Construction Contract”). The Construction Contract has a guaranteed maximum price of $15,300,000
based on seventy-five percent (75%) complete plans and is bonded for performance and payment. At such time as the
plans for the Improvements are one hundred percent (100%) complete, CM Co. will solicit subcontractor bids and a final
guaranteed maximum price will be determined. The $15,300,000 guaranteed maximum price amount has significant
contingency amounts built in to cover any unexpected increase in construction costs. Nevertheless, in the event that the
final guaranteed maximum price exceeds $15,300,000, the City will either scale back the Improvements or contribute City
funds towards completion of the same. The City expects the cost of construction for the Improvements, together with
bonding costs, to be approximately $14,200,000 and the cost of permit fees, impact fees, material testing, architect and
engineering fees and dry utilities to be approximately $1,100,000 for a total Improvements cost of approximately
$15,300,000. Broken down by Improvement component, the total cost of the City Hall Project is $9,580,000 ($8,900,000
for construction, $410,000 for real property purchase and $270,000 in fees), the total cost of the Police Facilities Project is
$4,540,000 ($4,220,000 for construction and $320,000 in fees) and the total cost of the Animal Shelter Project is
$1,190,000 ($1,080,000 for construction and $110,000 in fees). The City will assign its rights under the Construction
Contract to the Trustee as additional security for the payment of the Certificates. The City expects construction to
commence in Spring 2020 following the issuance of the Certificates.
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DEBT SERVICE REQUIREMENTS
The following table shows the annual debt service on the Certificates to be paid by the City, subject to appropriation and
renewal:
TABLE 2
ANNUAL DEBT SERVICE REQUIREMENTS(1)
Period
Ending Principal Interest Debt Service
Annual Debt
Service
$ $ $ $
3/1/2020
9/1/2020
3/1/2021
9/1/2021
3/1/2022
9/1/2022
3/1/2023
9/1/2023
3/1/2024
9/1/2024
3/1/2025
9/1/2025
3/1/2026
9/1/2026
3/1/2027
9/1/2027
3/1/2028
9/1/2028
3/1/2029
9/1/2029
3/1/2030
9/1/2030
3/1/2031
9/1/2031
3/1/2032
9/1/2032
3/1/2033
9/1/2033
3/1/2034
9/1/2034
3/1/2035
9/1/2035
3/1/2036
9/1/2036
3/1/2037
9/1/2037
3/1/2038
9/1/2038
3/1/2039
9/1/2039
3/1/2040
9/1/2040
3/1/2041
9/1/2041
3/1/2042
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9/1/2042
3/1/2043
9/1/2043
3/1/2044
9/1/2044
Total
(1) Subject to annual renewal and appropriation by the City.
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56125.0001.11871770.8
THE CITY
General
Incorporated in 1950, the City is located in southwestern Idaho and has a population of approximately 15,316. Located
entirely within the County, the City has a land area of 4.19 square miles and is bordered by the City of Pocatello, the
County seat and largest city in the County with its own population of approximately 56,266. The City is served by the
Pocatello Regional Airport. The following map shows the boundaries of the City. See also “ECONOMIC AND
DEMOGRAPHIC DATA” herein.
Source: The City
The City provides a full range of services. These services include Public Safety (police, fire, regional ambulance, animal
control, and building inspection); Environmental Health (sanitation, water, waste water treatment, and storm water
management); Transportation (street and highway maintenance, traffic engineering); Recreational (parks and recreation);
Neighborhood Quality (engineering, planning and development, and community services) and Administration
(mayor/council, finance, elections, human resources, legal risk management, and information technology). The general
service area of the City is the area bounded in the west by Rio Vista Road, in the north by Tyhee Road, in the east just past
Interstate I-15 and in the south by Quinn Road.
Mayor and City Council
The City operates under the Council-Mayor form of government. Policy-making and legislative authority are vested in a
governing council consisting of the mayor and four other members, all elected on a non-partisan basis. The City Council is
responsible for passing ordinances, adopting the budget, appointing committees, approval of the internal control
framework and hiring city management. The Mayor acts as the Chief Executive Officer and oversees the day-to-day
operations of the City. The Mayor and City Council members are elected at large for four-year terms, with two of the City
Council members standing for election every two years. The City Council holds regular meetings twice a month and
special meetings as needed. All meetings are open to the public as provided by law and agenda items are posted in
advance. A list of current City Council members, their occupations and their terms of office follows.
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Name
Position
Occupation
Service Began
January
Expires
December
Kevin England Mayor Mayor 2014 2021
Ryan Lewis Council President Attorney 2014 2021
Annette Baumeister Council Member Title Company Manager 2016 2019
Roger Hernandez Council Member Retired Military 2018 2021
Melanie Evans Council Member Dental Office Manager 2016 2019
Source: The City.
The City’s organization chart is as follows:
Source: The City.
Key Administrative Officials
In addition to the Mayor, the administrative and management staff of the City includes a City Treasurer/Chief Financial
Officer, City Attorney, and Public Works Director. All management staff is appointed by the City Council.
Kevin England, Mayor. Mayor England was elected to his position in November 2013. He was re-elected in November
2017 and his current term expires December 31, 2021. As the Chief Executive Officer of the City, he manages the day-to-
day operations of City government. Prior to his election as mayor, Mr. England served as member of the City Council
from 2009 to 2013, the last two years of which he served as City Council president. Mayor England spent many years as a
small business owner in the City before jumping into local politics. He additionally serves on the Bannock Development
Board as an executive director, the Regional Economic Development Board also as an executive director, the Bannock
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Planning Organization Policy Board, and the Pocatello-Chubbuck Chamber of Commerce Board. He is a past District
Director of the Association of Idaho Cities where he is now a Vice -President of that association in line to be its President.
He also serves on the Advisory Board for Idaho State Universities College of Technology.
Richard Morgan, City Treasurer/Chief Financial Officer. Mr. Morgan started working for the City in 2008 as the City
Clerk and Chief Financial Officer. Before joining the City, Mr. Morgan worked for American Microsystems Incorporated
from 2003 to 2008 where he first worked as a indirect tax manager then as an internal auditor. Mr. Morgan additionally
served as a member of the City Council from January 2006 to March 2008. Prior to his work at American Microsystems
Incorporated, Mr. Morgan worked for the Idaho State Tax Commission as tax auditor from 1998 to 2003 and as deputy
auditor for the County, where he helped prepare the County’s Comprehensive Annual Financial Report, from 1996 to
1998. Mr. Morgan holds his CPA and received both a Bachelors and Masters of Administration with emphasis in
accounting from Idaho State University.
Rodney Burch, Public Works Director. Mr. Burch has been Public Works Director of the City since 2015. He is a licensed
Professional Land Surveyor and has worked in the engineering / surveying industry for over 25 years. He holds a degree in
Civil Engineering Technology from Idaho State University.
Thomas J. Holmes, City Attorney. Mr. Holmes is affiliated with the Pocatello law firm of Jones, Chartered working
primarily in the real estate, business, and estate planning areas. He graduated with the B.S. in Business Administration
from Nebraska Wesleyan University, Lincoln, Nebraska, in 1972, and with a J.D. from the University of Nebraska College
of Law in 1976. He was an assistant editor of the Nebra ska Law Review and is currently a member of the Taxation and
Real Property, Probate and Trust sections of the American Bar Association. Mr. Holmes has been a member of the
American Institute of Certified Public Accountants since 1974 and has served as City Attorney for the City since 1988.
City Employees
The City has 104 full-time employees and 17 part-time employees.
Budgetary Process
The City’s fiscal year begins October 1 and ends September 30 of the following year. After reviewing service levels from
the previous fiscal year and a forecast of revenues, the City Council analyzes draft budget requests during May. The City
Treasurer and Mayor are responsible for preparing a draft budget for the City Council. The budget is prepared by fund,
function and activity, and includes information on the past year, current year estimates and requested appropriation for the
next fiscal year. Prior to August 1, the City Treasurer and the Mayor submit the proposed budget to the City Council for
review. The City Council holds public hearings and may add to, subtract from or change the proposed budget, but may not
change the form of the budget. Prior to August 30, the budget is legally enacted through passage of the annual
appropriation ordinance (not in excess of the proposed budget) by the City Council. Expenditures may not exceed
budgeted appropriations at the fund level. City management can legally amend or transfer appropriations within individual
funds but not between funds. Transfer between funds requires the approval of the City Council in a budget amendment,
which follows a public notice, public hearing and amended ordinance adoption process similar to the adoption of the
original budget. Budgets are integrated in the City’s accounting system to facilitate management control during the year.
Once the budget is approved by the City Council, the funding is available to spend on October 1, the start of the City’s
Fiscal Year.
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56125.0001.11871770.8
REVENUE SOURCES OF THE CITY
Overview
The City’s receives the following revenues:
(i) Revenues from governmental activities consisting principally of property taxes and sales tax, other taxes,
operating grants and contributions; and
(ii) Revenues from business-type activities consisting almost entirely of charges for services.
For additional detail relative to the revenues of the City, see also “FINANCIAL FACTORS—Summary Financial
Statements” herein and APPENDIX B—CITY OF CHUBBUCK, IDAHO COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR
FISCAL YEAR ENDED SEPTEMBER 30, 2018.
Revenues from Governmental Activities
The largest component (approximately 48 percent for FYE 2018) of the City’s governmental activities’ revenue is received
from property and sales tax. This amount would be approximately 65 percent of the revenue received by the City for FYE
2018 without considering the capital grants and contributions from the CDA. See “Capital Grants and Contributions”
herein below. The City’s 2020 Budget projects that property taxes will comprise 73.2 percent of total General Fund
revenue. See “FINANCIAL FACTORS—2020 Budget” herein. All of the City’s governmental activities require tax
support to continue at their current level of service. The primary expenses paid from governmental activities revenues
include personnel, law enforcement expenses, fire department expenses and street maintenance. The following chart shows
a breakdown of City’s governmental activities revenue by source for Fiscal Year ended September 30, 2018:
Source: APPENDIX B—City of Chubbuck, Idaho Comprehensive Annual Financial Report for Fiscal Year Ended September 30, 2018.
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At September 30, 2018, the City’s governmental funds reported a combined ending fund balance of $1,755,605 of which
$1,239,050 of this total is unassigned fund balance (approximately 71%).
Property Taxes
Tax Levy Procedure. The County has the responsibility of assessing and collecting all property taxes. The City’s tax levy is
certified to the board of county commissioners in September and taxes are due and payable one–half on December 20th and
one–half on June 20th of the following calendar year. Ad valorem taxes, including delinquent taxes and penalties, are collected
by the Treasurer of the County and are remitted to the City during the month following collection.
Ad Valorem Tax Limitation. Idaho Code Section 63–802 provides that no taxing district may certify a budget request for an
amount of ad valorem tax revenues to finance an annual budget that exceeds the greater of (i) the dollar amount of ad valorem
taxes certified for its annual budget for any one of the preceding three years, increased by a growth factor of not to exceed 3
percent plus the amount of revenue that would have been generated by applying the levy of the previous year to any increase in
market value subject to taxation resulting from new construction; or (ii) the dollar amount of ad valorem taxes certified for its
annual budget during the last year in which a levy was made; or (iii) the dollar amount of the actual budget request, if the
taxing district is newly created; or (iv) in the case of school districts, the restriction imposed in Section 33–802, Idaho Code.
The statute further provides that a board of county commissioners may set a levy that exceeds the limitation above if it has
been approved by a majority of the taxing district’s electors voting on the question at an election called for that purpose. The
State Tax Commission must receive the resolution that has been adopted formally by the taxing district requesting the
estimated ad valorem tax increase resulting from the budget request as certified in dollars to the board of county
commissioners or in the case of county budgets, to the State Tax Commission, in accordance with specific procedures. The
limitation on the amount of property tax revenues to finance an annual budget does not include revenue from levies that are
voter approved for bonds, override levies or supplemental levies. The City anticipates increasing its annual budget each year
in line with the maximum permissible growth factor of three percent (3%) plus revenue derived from new construction as
described in (i) above.
Direct and Overlapping Tax Rates of the City
TABLE 3
DIRECT AND OVERLAPPING TAX RATES
(per $1,000 of assessed value)
Direct Rates Overlapping Rates(1)
Year
City of
Chubbuck
Bannock
County
Rates
County
Road &
Bridge
Rates
Abatement
Rates
Portneuf
Library
Rates
Ambulance
Service
Rates
School
District
25 Rates
Combined
Levy Rates
2009 8.40 5.13 0.64 - 0.62 0.25 4.25 19.29
2010 8.47 5.17 0.61 0.17 0.61 0.25 3.82 19.10
2011 9.15 5.28 0.43 0.15 0.57 0.25 3.86 19.70
2012 9.32 4.82 0.41 0.13 0.61 0.24 3.90 19.43
2013 9.97 4.92 0.47 0.05 0.61 0.40 4.49 20.91
2014 9.97 5.30 0.48 0.05 0.57 0.40 4.14 20.91
2015 9.93 5.28 0.85 0.04 0.58 0.40 4.42 21.50
2016 10.14 5.24 0.73 0.03 0.61 0.40 3.94 21.09
2017 10.19 5.37 0.67 0.03 0.58 0.40 3.88 21.12
2018 10.64 5.62 0.47 0.03 0.61 0.40 3.85 21.62
(1) Overlapping rates are those of local and county governments that apply to owners within the City.
Source: the City; See also APPENDIX B—City of Chubbuck, Idaho Comprehensive Annual Financial Report for Fiscal Year Ended September 30, 2018.
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Property Values. The County assessor annually assigns a “valuation of market value for assessment purposes” to all
taxable real and personal property within the County. The following table shows the history of total property values for the
City during the last six years.
TABLE 4
PROPERTY VALUES
Tax Year
Full Market
Value(1) Percent +/-
Homeowner’s
Exemption(2)
Net Taxable
Assessed Value(3) Percent +/-
2019 $961,371,426 18.9% $314,458,115 $646,913,311 21.5%
2018 808,430,636 2.8 275,948,575 532,482,061 3.3
2017 786,345,397 7.2 271,009,427 515,335,970 6.7
2016 733,761,751 3.7 251,008,396 482,753,355 2.9
2015 707,496,141 0.6 238.171.372 469,324,769 0.6
2014 703,489,731 5.7 236,839,910 466,649,821 1.0
(1) Each year all taxable property must be assessed at 100 percent of the current market value (the “Full Market Value”).
(2) See “Property Tax Exemptions—Homeowner’s Property Tax Exemption” below.
(3) Taxable Assessed Value is the Full Market Value less statutory exemptions. Statutory exemptions include a homeowner’s
exemption and property tax reductions, known as the Circuit Breaker Property Tax Relief Program. Th e Taxable Assessed Value is the
value against which tax levies are applied.
Source: Idaho State Tax Commission
Property Tax Collections.
TABLE 5
PROPERTY TAX COLLECTION
Tax Year
Total Taxes
Levied
Taxes
Collected(1)
Percent
Collected
2018 $5,686,835 $5,547,601 97.6%
2017 5,234,533 5,153,889 98.5
2016 4,922,927 4,898,140 99.5
2015 4,657,891 4,657,891 100.0
2014 4,622,119 4,622,121 100.0
(1) Includes penalties, back taxes and interest on delinquent taxes collected.
Source: Bannock County Treasurer, as of August 31, 2019.
Property Tax Exemptions.
Homeowner’s Property Tax Exemption: The homeowner’s property tax exemption provides a permanent exemption from
ad valorem taxation for 50% of the market value for assessment purposes of a homeowner’s primary residence including
up to one acre of the land value, up to a maximum of $100,000 (the “Homeowner’s Exemption”).
Business Investment Property Tax Exemption: Under Idaho Code 63-602NN local county commissioners can declare that
all or a portion of the market value of the improvements of a defined project with investments that meet certain tax
incentive criteria can be exempt from property tax for a specified period. The exemption can be up to 100% per year for up
to five years for each project. The investment must be in new manufacturing facilities valued at a minimum of $500,000
and land is not eligible for the exemption. Any existing buildings are not eligible for the exemption and approval of the
exemption is at the discretion of the local county commissioners.
Use of the business investment property tax exemption (“Business Exemption”) only exempts the collection of property
taxes on new business investment. Following the expiration of the Business Exemption the value of the business investment
property will be included in the City’s Taxable Assessed Value for future tax levy certifications.
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Personal Property Tax Exemption: Taxable property includes real property and personal property. Idaho currently
maintains a $3,000 exemption on a de minimis item of taxable property and a $100,000 exemption on business property.
Idaho statute contains a provision for appropriations from the State sales tax receipts to taxing districts to replace revenu es
lost through these exemptions. Because of the replacement provision, the City does not expect the partial exemption of
personal property to influence the City’s finances. However, there is no assurance the State Legislature will appropriate
sufficient moneys in future years to replace the lost revenues.
Largest Taxpayers of the City
The following table shows the principal taxpayers of the City for Tax Year 2019.
TABLE 6
PRINCIPAL TAXPAYERS
TAX YEAR 2019
Taxpayer
Assessed
Valuation
Rank
Percentage of
Total Assessed
Valuation
IDAHO CENTRAL CREDIT UNION
$ 28,141,972
1
4.4%
PINE RIDGE MALL JC LLC
14,274,044
2
2.2%
4200 HAWTHORNE LLC
11,600,000
3
1.8%
WAL MART REAL ESTATE
11,555,700
4
1.8%
SHJH LLC
9,682,874
5
1.5%
AGREE LIMITED PARTNERSHIP
8,980,250
6
1.4%
HD DEVELOPMENT OF MARYLAND INC
8,250,900
7
1.3%
CARMIKE CINEMAS INC #42360
7,431,454
8
1.1%
PINE RIDGE IDAHO LLC
4,952,866
9
0.8%
TEKLE, HAILE
4,926,818
10
0.8%
Total Top Ten
$109,796,878
17.00%
TOTAL CITY $646,913,311 100.00%
Source: Bannock County comptroller and Idaho State Tax Commission.
Capital Grants and Contributions
During Fiscal Year 2018, the City received donations from the CDA in the total amount of $3,644,635 comprised of land
along Siphon Road in the amount of $458,150 and completed road projects in the amount of $3,186,485. Similar
donations from the CDA to the City occur each year as CDA projects are completed.
Revenues from Business-Type Activities
Nearly all—99.87% for Fiscal Year ended September 30, 2018 —of the City’s business-type activity revenue is received
from charges for services. Currently, the City’s business-type activities do not use property taxes for any type of funding.
All of the City’s business-type programs are self supporting. Unrestricted net positions of the respective proprietary funds
are Water: $3,978,987, Sewer: $13,299,048, and Sanitation: $4,240,413. For Fiscal Year 2018 over Fiscal Year 2017, the
water fund had an increase in net position of $832,164, the sewer fund had an increase in net position of $1,391,865 , and
the sanitation fund had an increase in net position of $290,590.
CITY INDEBTEDNESS
The following is a description of statutory limitations on various types of debt authorized for municipalities in the State:
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56125.0001.11871770.8
(a) Local Improvement District Bonds. There are no statutory limitations to the par amount of local improvement
district bonds that may be issued other than that the amount assessed against any property within the district may
not be more than the taxable value of the property. Local improvement district bonds are nonrecourse to the City.
No local improvement district bonds are currently outstanding.
(b) Revenue Bonds. There are no statutory limitations to the par amount of revenue bonds that can be issued by a
municipality provided that the par amount cannot exceed the costs of the project to be financed with proceeds of
the bonds. The project must be self-supporting and the par amount of the bonds cannot exceed the amount
approved by voters.
(c) General Obligation Debt. Section 50-1019 of the Idaho Code limits voter-approved general obligation debt for
cities located in the State to an amount not to exceed 2 percent of the market value for assessment purposes
(which includes the tax increment market value of any urban renewal district within the City), less the aggregate
outstanding voter-approved general obligation bond indebtedness. The City currently has no general obligation
debt. The general obligation debt limit of the City as of September 30, 2018 is $15,939,463.
(d) Certificates of Participation. Certificates of participation represent undivided ownership interests in lease
payments under financing leases entered into by a municipality. The payments evidenced by the lease are special
obligations of the municipality subject to annual appropriation of the lease payments, and not a general obligation
of the municipality. These obligations are subject to a municipality’s willingness and ability to budget and
annually appropriate funding to make the payments. Municipalities are authorized to lease real property pursuant
to chapter 14, Title 50, Idaho Code. Not including the Certificates, the City has no certificate of participation
indebtedness.
The following table sets forth the outstanding indebtedness of the City as of September 30, 2018:
TABLE 7
CITY INDEBTEDNESS
(As of September 30, 2018)
Outstanding Long-Term Debt
Date
Of Issue
Date of
Maturity
Amount
Issued
Amount
Outstanding
Sewer System Revenue LOC(1)
DEQ Line of Credit 4/22/2010 11/1/2030 $ 219,976 $ 137,585
DEQ Line of Credit 1/31/2011 4/27/2035 8,708,628 6,964,507
DEQ Line of Credit 4/9/2013 5/17/2033 8,510,284 6,382,713
DEQ Line of Credit 3/5/2015 4/27/2035 130,630 111,036
Sewer System Revenue LOC Total $17,569,518 $13,595,841
Water System Revenue Bonds
Series 2011 Bonds 9/28/2011 9/1/2026 $ 1,930,000 $1,193,843
Water System Revenue Notes
DEQ Note 1 (DW9926)(2) 9/30/2006 9/30/2026 $ 354,159 $ 163,041
DEQ Note 2 (DW1602)(3) 8/31/2020 8/31/2040 8,500,000 2,583,149
Water System Revenue Notes Total $2,746,190
Sanitation Revenue Notes (4)
Note 3 6/4/2008 5/5/2029 $ 1,375,000 $ 847,636
Interfund Transfers
Sewer Enterprise Fund Loan to Highway, Streets
and Roads Fund (5) 10/1/2017 10/1/2047 $ 4,000,000 $ 4,000,000
TOTAL CITY INDEBTEDNESS : $22,383,510
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(1) The City has borrowed, on a line-of-credit, $17,569,518 from the Department of Environmental Quality (DEQ) under four (4)
separate loans. The four (4) loans have zero percent interest rate and each loan is required to be paid in biannual installments over
20 years.
(2) DEQ Note 1 was issued to refinance a construction line of credit for refurbishment of the City’s water tower.
(3) DEQ Note 2 represents a 20 year water quality loan issued to finance the construction of new City water tower and distribution
system. The loan has been approved in the amount of $8,500,000. The City’s first draw on the loan occurred on November 3, 2017
and the final draw is anticipated to occur in August 2020. The date of maturity will run from the date the loan is closed following
the final draw and is therefore estimated to be August 2040. As reflected above, the balance that had been drawn on the loan as of
September 30, 2018 was $2,746,190. During Fiscal Year 2019, the total balance drawn on the loan increased to $7,387,348. The
final balance on the loan is expected to be $8,500,000 at the completion of construction.
(4) On June 4, 2008, the City issued three notes to purchase assets needed in order to collect sanitation for the City. Notes on e and two
were issued at 5.50% and the third note at 5.25%. The third note was refinanced in 2009. The notes were issued for $936,576,
$541,537 and $1,375,000 with monthly payments of $17,890, $6,985, and $9,321, respectively until the maturity date of May 5,
2013, 2016 and 2029, respectively. Note 1 was paid in its entirety on May 6, 2013. Note 2 was prepaid on June 25, 2015. Only
Note 3 remains.
(5) On October 1, 2017, the Sewer Enterprise Fund loaned the Highway, Streets and Roads Fund, for the purpose of the Siphon Road
Interchange, the principal sum of $4,000,000 with an interest rate of .10% and an annual payment of $135,409.98 for 30 years. The
first payment being made on October 1, 2018 and then on the first day of October for each year thereafter until October 1, 20 47.
Source: the City; see also APPENDIX B—City of Chubbuck, Idaho Comprehensive Annual Financial Report for Fiscal Year Ended September 30, 2018.
Debt Payment Record
The City has promptly met all debt service payments on outstanding obligations. Additionally, no refunding bonds have
been issued for the purpose of preventing an impending default.
Future Financing
The City does not expect to issue indebtedness secured by the Lawful Funds of the City in the next 12 months. The City
does anticipate constructing a new fire station in approximately 2022 following expiration of an urban renewal district
within the City. See “FINANCIAL FACTORS—Projected Lawful Funds.” The cost of the fire station is presently
unknown. The City projects that it may finance all or a part of the fire station though the method of finance is
undetermined at this time.
FINANCIAL FACTORS
Accounting Policies
The City's financial statements are prepared in conformity with generally accepted accounting principles in the United
States ("GAAP") as prescribed by the Governmental Accounting Standards Board ("GASB"). The City has implemented
the financial reporting model required by GASB Statement No. 34, Basic Financial Statements — and Management's
Discussion and Analysis — for State and Local Governments. The City follows the "business-type activities" reporting
requirements of GASB-34 that provides a comprehensive one-column look at the City's financial activities. The Statement
of Net Assets and the Statement of Activities provide information about the City's activities and present both a short-term
and a long-term view of the City's finances. The City's financial statement reports that the most important feature of these
statements is that they report the City's activities in a way that will help assess whether the City is better or worse off
financially as a result of a given year's activities. They are prepared using the accrual basis of accounting, which reports the
current year's revenues and expenses regardless of when cash changes hands.
Financial Reporting
The City's basic financial statements are comprised of three components: (1) government-wide financial statements, (2)
fund financial statements and (3) notes to the financial statements.
Government-wide Financial Statements. There are two basic government-wide financial statements presented: (1) the
Statement of Net Position, and (2) the Statement of Activities. These statements present a broad overview of the City's
finances, in a manner similar to a private-sector business.
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(1) Statement of Net Position. This statement presents information on all of the City's assets, deferred outflows and
liabilities with deferred inflows, with the difference between each reported as net position. Over time, increases or
decreases in net position may serve as a useful indicator of whether the financial position of the City's is
improving or deteriorating.
(2) Statement of Activities. This statement presents information showing how the City's net position changed during
the fiscal year. All changes in the assets are reported when the underlying event giving rise to the change occurs,
regardless of the timing of related cash flows. Thus, revenues and expenses are reported in this statement for some
items that will only result in cash flows in the future fiscal periods (e.g. uncollected taxes and earned but unused
compensated absences).
Both of the government-wide financial statements distinguish functions of the City that are principally supported by taxes
and intergovernmental revenues (governmental activities) from functions that are intended to recover all or a significant
portion of their costs through user fees and charges (business-type activities). The governmental activities of the City
include general government and administration, public safety, parks, and highway streets and roads. The business-type
activities of the City include water and sewer, and sanitation operations.
Fund Financial Statements. The City accounts for financial activities using a fund accounting model. A “fund” is a group
of related accounts that is used to maintain control over resources that have been segregated for specific activities or
objectives. The City, like other state and local governments, uses fund accounting to ensure and demonstrate compliance
with finance-related legal requirements. All of the funds of the City can be divided into three categories: (1) governmental
funds, (2) proprietary funds, and (3) fiduciary funds.
(1) Governmental Funds. The City utilizes governmental funds to account for essentially the same functions reported
as governmental activities in the government-wide financial statements. However, unlike the government-wide
financial statements, governmental fund financial statements focus on near-term inflows and outflows of
spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such
information may be useful in evaluating a government’s near-term financing requirements.
The City maintains seven individual governmental funds. Information is presented separately in the governmental
fund balance sheet and in the governmental fund statement of revenues, expenditures, and changes in fund
balances for the General Fund and the HSR Fund, which are the City’s only major governmental funds. Data from
the other five funds are combined into a single, aggregated presentation.
The City adopts an annual appropriated budget for its General Fund, major funds, and its non-major funds.
(2) Proprietary Funds. The City also utilizes Proprietary Funds which are used to account for the City's on-going
organizations and activities that are similar to those often found in the private sector. The City maintains two
different types of proprietary funds: (1) enterprise funds and (2) internal service funds.
Enterprise funds are used to report the same functions presented as business-type activities in the government-
wide financial statements. The City uses enterprise funds to account for its Water department, Waste Water
department, and Sanitation department.
Internal service funds are an accounting device used to accumulate and allocate costs internally among the City’s
various functions. The City uses internal service funds to account for its central garage operations.
The City adopts an annual appropriated budget for its Proprietary Funds.
(3) Fiduciary Funds. Finally, the City utilizes Fiduciary Funds to account for resources held for the benefit of parties
outside the government. Fiduciary funds are not reflected in the government-wide financial statements because the
resources of those funds are not available to support the City’s own programs. The accounting used for fiduciary
funds is similar for proprietary funds. The City adopts an annual appropriated budget for its Fiduciary Funds.
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Additional information on the City’s financial reporting is available in the City’s audited financial statements—See
APPENDIX B—CITY OF CHUBBUCK, IDAHO COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR FISCAL YEAR ENDED
SEPTEMBER 30, 2018.
Component Units
As defined by GAAP established under GASB, the financial reporting entity consists of the primary gove rnment, as well as
any component units. The City reports two component units; the Chubbuck Development Authority and the Chubbuck
Impact Area Waste Water Collection Authority. See APPENDIX B—CITY OF CHUBBUCK, IDAHO COMPREHENSIVE
ANNUAL FINANCIAL REPORT FOR FISCAL YEAR ENDED SEPTEMBER 30, 2018.
Chubbuck Development Authority (CDA).
The Chubbuck Development Authority (CDA) is a legally separate entity incorporated under the State of Idaho's urban
renewal laws. The CDA works with the City to develop blighted areas within the City using tax increment financing to fund
projects. These projects could include providing infrastructures, purchasing land and demolishing blighted structures or
rehabilitating structures to provide for low income housing, among others. All non-private projects are donated to the City.
The CDA is governed by a Board of Commissioners consisting of 7-9 members, which are appointed by the Mayor.
Chubbuck Impact Area Wastewater Collection Authority (CIAWWCA).
Effective September 1, 2007, the County, the City of Pocatello, Idaho and the City entered into a Joint Powers Agreement
creating the Chubbuck Impact Area Wastewater Collection Authority (CIAWWCA) for the purpose of financing,
designing, acquiring, constructing, managing, and operating a sewage collection facility along with transmission mains and
lift stations to serve those who own and operate a collection system under Idaho Law for the residents of the Ci ty. The
CIAWWCA is a public entity of the State of Idaho and, as such, the CIAWWCA’s income is exempt form Federal and
Idaho income taxes. A three-member board governs the CIAWWCA with one member representing the County, one
member representing the City of Pocatello and one member representing the City. The City provides loans to the
CIAWWCA with no interest or maturity date. Outstanding balance of loans to the CIAWWCA as of September 20, 2018
totaled $17,127,318. The City has all rights and obligations of assets and liabilities within the CIAWWCA. Upon
termination of the Joint Powers Agreement, title to all buildings, improvements, facilities, equipment and personal property
held by the CIAWWCA shall vest in the City.
Complete financial statements of the CDA or the CIAWWCA may be ordered by contacting the City.
Independent Audit Requirement
Each State municipal corporation must obtain an audit and examination of its funds and account groups at least once each
year pursuant to Idaho Code 67-450B. Municipalities having annual expenditures of less than $50,000, with the exception
of those entities receiving federal assistance, are exempt from this requirement. The required audit may be performed by
independent public accountants certified by the State as capable of auditing municipal corporations.
The City audits have been performed by Deaton & Company, Chartered, Pocatello, Idaho (“Deaton & Company”) since
Fiscal Year 2004 and Deaton & Company will perform the City’s Fiscal Year 2019 audit. The audit report for the year
ended September 30, 2018, indicates that the City’s financial statements present fairly, in all material respects, the
respective financial position of the governmental activities, the business-type activities, the aggregate discretely presented
component units, each major fund, and the aggregate remaining fund information of the City as of September 30, 2018, and
the respective changes financial position, and, where applicable, cash flows thereof for the year then ended in accordance
with accounting principles generally accepted in the United States of America. Deaton & Company was not requested to
review this Official Statement and has not completed any additional auditing review procedures subsequent to the issuance
of their report on Fiscal Year 2018.
The Comprehensive Annual Financial Report containing audited financial statements of the City as of September 30, 2018
is attached to this Official Statement as APPENDIX C. Financial statements for years prior to fiscal year ended September
30, 2018 may be ordered by contacting the City. In addition, audited financial statements since 2014 are available on the
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Electronic Municipal Market Access (“EMMA”) System, a free centralized repository offered by the Municipal Securities
Rulemaking Board located at www.msrb.org which website is not incorporated in this Official Statement by reference.
Timing for Release of Audited Financial Statements
The City expects its Comprehensive Annual Financial Report for Year Ended September 30, 2019 to be available between
March 15 and March 31, 2020, which is consistent with the City’s past practice.
Summary Financial Statements
Set forth below is certain summary financial information for the City for Fiscal Years 2014 through 2018; more
specifically, the City’s Statements of Revenues, Expenses and Changes in Fund Balance—General Fund, Statements of
Revenues, Expenses and Changes in Net Position—Consolidated Water, Sewer and the Sanitation Funds, Statements of
Revenues, Expenses and Changes in Net Position—Highway, Streets and Roads Fund, and Balance Sheet—General Fund
follow. The information set forth in the summary financial statements has been extracted from the City’s audited financial
statements for the stated fiscal years. The summaries have not been audited. The full audited financial statements of the
City as of September 30, 2018 are attached to this Preliminary Official Statement as APPENDIX B.
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TABLE 8
STATEMENTS OF REVENUES, EXPENSES, AND CHANGES IN FUND BALANCE
GENERAL FUND
Fiscal Year Ending September 30
2018 2017 2016 2015 2014
REVENUES
Property taxes and sales tax.......................................4,968,677$ 4,955,702$ 4,730,419$ 5,349,772$ 5,295,493$
Franchise fees............................................................203,950 201,328 199,194 198,493 203,790
Intergovernmental income¹........................................513,940 474,413 449,234 414,411 369,551
Highway user's road and bridge taxes²........................- - - 607,255 533,598
Court revenue............................................................29,940 31,942 28,918 35,311 -
Parks revenue............................................................7,729 10,733 7,629 5,402 2,668
Licenses, permits and fines.........................................231,180 320,860 289,199 219,868 134,555
Grants........................................................................43,629 31,180 20,290 10,000 14,800
Fire protection and prevention...................................237,675 214,172 211,041 197,261 232,992
Leases and rents.........................................................92,006 93,814 75,850 78,637 66,152
Interest income..........................................................157,760 98,064 90,432 76,828 60,651
Donations...................................................................2,936 7,723 - - -
Charges for services....................................................141,952 1,995 2,960 4,360 4,535
Other revenue............................................................50,647 31,496 8,350 37,349 11,614
Total Revenues...................................................6,682,021 6,473,422 6,113,516 7,234,947 6,930,399
EXPENDITURES
General government..................................................580,806 496,074 574,204 483,135 393,539
Law enforcement.......................................................3,287,172 3,062,347 2,960,661 2,843,478 2,695,807
Fire control.................................................................1,300,583 1,181,308 1,213,866 1,431,180 1,389,030
Building inspection.....................................................212,747 186,059 181,199 174,432 172,439
Street²........................................................................- - - 1,365,190 1,356,339
Parks and recreation...................................................552,176 502,709 513,091 498,932 442,246
Health and welfare.....................................................90,621 83,293 76,884 41,171 51,165
Capital outlays............................................................647,189 517,764 290,250 400,310 212,904
Total Expenses...................................................6,671,294 6,029,554 5,810,155 7,237,828 6,713,469
EXCESS OF REVENUES OVER (UNDER) EXPENDITURES...........10,727 443,868 303,361 (2,881) 216,930
OTHER FINANCING SOURCES (USES)
Transfers in (out)- - - - (3,000)
Proceeds from sale of assets.......................................43,398 9,287 11,453 21,153 11,154
NET CHANGE IN FUND BALANCE..........................................54,125 453,155 314,814 18,272 225,084
PRIOR PERIOD ADJUSTMENTS³............................................- - (1,309,712) - -
BEGINNING FUND BALANCE................................................2,410,350 1,957,195 1,642,381 2,933,821 2,708,737
ENDING FUND BALANCE......................................................2,464,475$ 2,410,350$ 1,957,195$ 2,952,093$ 2,933,821$
Source: Information extracted from the City's audited financial statements for the stated fiscal years. This summary has not been audited.
¹ State sales and liquor taxes
² The City created a dedicated Highway, Streets, and Roads Fund beginning in 2016.
³ 2015 beginning balance was adjusted in 2016 due to implementation of GASB 68
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56125.0001.11871770.8
TABLE 9
STATEMENTS OF REVENUES, EXPENSES, AND CHANGES IN NET POSITION
CONSOLIDATED WATER, SEWER, AND SANITATION FUNDS
The unrestricted net positions of the City’s proprietary funds (business-type activities) are not included within the Lawful
Funds of the City available to pay debt service. Nonetheless, the City expects to annually contribute enterprise fees from
its Water Fund, Wastewater Fund and Sanitation Fund to be used, together with Lawful Funds of the City, and subject to
appropriation and renewal, to make Lease Payments as allowed by law. See “SECURITY AND SOURCES OF
PAYMENT FOR THE CERTIFICATES—Sources of Payment” herein.
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Fiscal Year Ending September 30
2018 2017 2016 2015 2014
OPERATING REVENUES
Consolidated service revenues...................................8,724,143$ 8,336,678$ 8,212,108$ 7,929,760$ 7,158,082$
Total Operating Revenues..................................8,724,143 8,336,678 8,212,108 7,929,760 7,158,082
EXPENDITURES
Salaries and wages.....................................................1,903,606 1,555,645 1,371,525 1,255,438 1,217,658
Personnel benefits.....................................................701,440 624,443 548,079 539,771 533,012
Repairs and maintenance...........................................1,055,387 828,517 774,023 982,506 637,123
Supplies and tools......................................................120,464 126,065 132,631 137,862 138,657
Travel, meetings, and training....................................20,511 11,203 14,175 9,069 14,075
Fuels and lubricants....................................................66,470 66,440 45,885 57,213 87,566
Telephone and communications.................................18,382 11,962 12,514 10,514 8,672
Utilities......................................................................211,440 206,401 204,290 196,435 200,048
Treatment - Pocatello.................................................1,496,762 1,297,146 1,334,004 1,070,411 826,513
Other purchased services...........................................53,813 30,728 34,058 18,088 15,699
Professional services..................................................101,115 123,705 75,360 150,162 74,969
Bad debt.....................................................................9,945 8,774 10,544 8,352 7,699
Depreciation..............................................................487,212 444,733 433,418 412,650 499,924
Total Operating Expenses...................................6,246,547 5,335,762 4,990,506 4,848,471 4,261,615
OPERATING INCOME...........................................................2,477,596 3,000,916 3,221,602 3,081,289 2,896,467
NONOPERATING REVENUE (EXPENSE)
Interest expense (net)(67,959) (86,555) (87,886) (115,545) (126,655)
Grant revenue - - - - -
Miscellaneous expense - (220) - 100 (100)
Transfers in (out)- - - - 3,000
Gain (loss) from asset disposal....................................11,252 735 86,100 2,530 -
Total Nonoperating Revenue (Expenses)............(56,707) (86,040) (1,786) (112,915) (123,755)
CAPITAL CONTRIBUTIONS
Developer contributions 93,730 134,662 - 11,328 13,217
CHANGES IN NET POSITION.................................................2,514,619 3,049,538 3,219,816 2,979,702 2,785,929
BEGINNING NET POSITION¹.................................................31,146,023 28,096,485 24,876,669 21,718,607 19,592,552
ENDING NET POSITION........................................................33,660,642$ 31,146,023$ 28,096,485$ 24,698,309$ 22,378,481$
UNRESTRICTED NET POSITION.............................................21,518,448$ 21,774,374$ 20,858,187$ 18,634,735$ 14,888,985$
Source: Information extracted from the City's audited financial statements for the stated fiscal years. This summary has not been audited.
¹ 2015 beginning balance was adjusted in 2016 due to implementation of GASB 68
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TABLE 10
STATEMENTS OF REVENUES, EXPENSES, AND CHANGES IN NET POSITION
HIGHWAY, STREETS AND ROADS FUND
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Fiscal Year Ending September 30
2018 2017 2016
REVENUES
Property taxes and sales tax.......................................962,076$ 671,658$ 645,147$
Intergovernmental income.........................................860,008 849,168 862,470
Charges for services....................................................13,165 - -
Grants........................................................................- 77,253 -
Other revenues..........................................................8,775 29,201 2,381
Total Revenues...................................................1,844,024 1,627,280 1,509,998
EXPENDITURES
Street.........................................................................1,136,919 1,270,359 1,336,127
Capital outlays............................................................3,513,289 285,833 42,957
Total Expenses...................................................4,650,208 1,556,192 1,379,084
EXCESS OF REVENUES OVER (UNDER) EXPENDITURES...........(2,806,184) 71,088 130,914
OTHER FINANCING SOURCES (USES)
Interest expense (4,000) - -
Proceeds from sale of assets.......................................55,995 4,550 12,500
NET CHANGE IN FUND BALANCE..........................................(2,754,189) 75,638 143,414
BEGINNING FUND BALANCE................................................1,528,764 1,453,126 1,309,712
ENDING FUND BALANCE¹.....................................................(1,225,425)$ 1,528,764$ 1,453,126$
Source: Information extracted from the City's audited financial statements for the stated fiscal years.
This summary has not been audited. Prior to 2016 the City's HSR Fund was part of its General Fund.
¹ On October 1, 2017 the City's Sewer Fund loaned $4,000,000 to the HSR Fund leading to a negative fund balance.
The City did not anticipate certain increased capital expenditures within the fund, necessitating the need for the
interfund note. The interfund note carries an interest rate of 0.10% for 30 years.
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TABLE 11
BALANCE SHEET
GENERAL FUND
Fiscal Year Ending September 30
2018 2017 2016 2015 2014
ASSETS
Cash $2,118,192 $2,240,808 $1,991,118 $2,731,038 $2,786,763
Accounts receivable 150,331 2,901 5,244 2,582 2,515
Property and sales taxes receivable 327,315 277,507 258,806 319,439 351,707
Intergovernmental receivables 168,470 160,066 151,135 275,919 250,255
Interest receivable 12,564 - - - -
Grant receivables 78,652 74,907 73,439 - -
Total Assets $2,855,524 $2,756,189 $2,479,742 $3,328,978 $3,391,240
LIABILITIES
Accounts payable 55,110 49,501 90,608 88,290 136,040
Accrued payroll 135,462 134,549 280,739 101,986 86,292
Accrued compensated absences 61,987 55,113 57,163 68,688 63,874
Interest payable - - - - -
Due to other funds - - - - -
Total Liabilities 252,559 239,163 428,510 258,964 286,206
DEFFERRED INFLOWS OF RESOURCES
Unavailable revenues - taxes 138,041 105,635 94,037 117,921 171,213
Unavailable revenues - prepaid 449 1,041 - - -
Total Deferred Inflows of Resources 138,490 106,676 94,037 117,921 171,213
FUND BALANCES
Committed - - - - -
Unassigned $2,464,475 $2,410,350 $1,957,195 $2,952,093 $2,933,821
Source: Information extracted from the City's audited financial statements for the stated fiscal years. This summary has not been audited.
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2020 Budget
On August 21, 2019, the City Council approved the FY 2019 -20 Operating Budget (the “2020 Budget”) for the City. The
2020 Budget projected total General Fund revenue of $7,415,522, with the largest source of said revenue coming from
property taxes (73.2%) as further set forth on the table below. The 2020 Budget projects zero available revenue, net of
expenses. See also “SECURITY AND SOURCES OF PAYMENT—Sources of Payment.”
TABLE 12
CITY OF CHUBBUCK, IDAHO
FISCAL YEARS 2019 AND 2020 OPERATING BUDGETS
GENERAL FUND ONLY
2019
2020
REVENUES
Taxes............................................................................ $ 5,101,018 70.2%
$ 5,428,259 73.2%
Licenses & permits....................................................... 237,873 3.3%
239,011 3.2%
Intergovernmental........................................................... 1,355,425 18.7%
1,318,000 17.8%
Charges for services...................................................... 271,118 3.7%
63,750 0.9%
Parks revenue............................................................... 19,775 0.3%
30,250 0.4%
Miscellaneous revenue................................................. 278,887 3.8%
336,252 4.5%
Total Revenues.................................................. $ 7,264,096 100.0%
$ 7,415,522 100.0%
EXPENDITURES
General government........................................................ 1,755,083 24.2%
973,423 13.1%
Law enforcement.......................................................... 3,304,779 45.5%
3,576,099 48.2%
Fire control & prevention............................................... 1,551,584 21.4%
1,771,000 23.9%
Parks................................................................................ 652,650 9.0%
642,000 8.7%
Lease Payment (General Fund Portion)¹......................... - 0.0%
453,000 6.1%
Total Expenses................................................... $ 7,264,096 100.0%
$ 7,415,522 100.0%
Source: Information extracted from the City's adopted FY 2019 and 2020 budgets.
¹ For FY 2020, the City has budgeted up to $1,000,000 for debt service on the Certificates. Of this total, $453,000 has been budgeted from the
General Fund, with additional amounts of $78,000, $165,000, $165,000, and $139,000 budgeted from the HSR, Water, Sewer, and Sanitation
Funds, respectively, in accordance with legal limitations. For more information about these limitations, see "SECURITY AND SOURCES
OF PAYMENT FOR THE CERTIFICATES—Sources of Payment" herein.
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Projected Lawful Funds
The projected Lawful Funds of the City have been estimated below, including certain anticipated contributions from the
City’s Water, Sewer, and Sanitation Funds, as well as its HSR Fund. These anticipated contributions are limited by State
law as described in “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES —Sources of Payment”
herein. Lawful Funds also include the City’s unrestricted General Fund reserves, for which the FYE 2018 balance has been
provided. The City is allowed to increase its property tax budget each year by up to 3%, plus the amount of revenue that
would have been generated by applying the levy rate of the previous year to any increase in market value subject to
taxation resulting from new construction. For the purposes of the table below just the 3% increases to the property tax
budget have been projected. An urban renewal district within the City limits will expire in 2022 with a portion of the tax
increment market value being treated as new construction for budgeting purposes and thus creating a substantial possible
increase to property tax revenues beginning in FY 2023 of approximately $830,000 based on current conditions, of which
approximately $710,000 would go to the General Fund and the remaining $120,000 to the HSR Fund. Said possible
increase to property tax revenues is not included in the table below for purposes of projecting Lawful Funds. The City has
not projected General Fund expenses beyond FY 2020 for the purposes of the table below.
TABLE 13
BUDGETED AND PROJECTED LAWFUL FUNDS
Investment Policy
The City has not adopted a formal investment policy but is governed by Idaho Code 50-1013. Chapter 12 of Title 67,
Idaho Code, provides authorization for the investment of funds as well as specific directio n as to what constitutes an
allowable investment. City procedures are consistent with the State law. The Idaho law limits investments to the following
general types: (a) certain revenue bonds, general obligation bonds, local improvement district bonds and registered
warrants of state and local governmental entities; (b) time deposits accounts, tax anticipation and interest-bearing notes; (c)
bonds, treasury bills, debentures or other similar obligations of the United States government and the Farm Credit System
and (d) repurchase agreements.
Pension System
The City’s employees are covered under the Public Employee Retirement System of Idaho (“PERSI”), the administrator of
a multiple-employer cost-sharing defined benefit public employee retirement system. A retirement board (the “PERSI
Board”), appointed by the governor and confirmed by the State Senate, manages the system which includes selecting
investment managers to direct the investment, exchange and liquidation of assets in the managed accounts and to establish
policy for asset allocation and other investment guidelines. The PERSI Board is charged with the fiduciary responsibi lity
of administering the plan.
PERSI is the administrator of seven fiduciary funds, including three defined benefit retirement plans, the Public Employee
Retirement Fund Base Plan (“PERSI Base Plan”) and the Firefighters’ Retirement Fund (“FRF”) and the Judge’s
Retirement Fund; two defined contribution plans, the Public Employee Retirement Fund Choice Plans 414(k) and 401(k);
and two Sick Leave Insurance Reserve Trust Funds, one for State employers and one for school district employers.
2020 2021 2022 2023 2024
General Fund - Property Tax Revenue¹................................................5,219,579$ 5,376,166$ 5,537,451$ 5,703,575$ 5,874,682$
General Fund - Other Revenue...........................................................2,195,943 2,195,943 2,195,943 2,195,943 2,195,943
Transfer: Highways, Streets, and Roads Fund......................................78,000 78,000 78,000 78,000 78,000
Transfer: Water Fund..........................................................................165,000 165,000 165,000 165,000 165,000
Transfer: Sewer Fund.........................................................................165,000 165,000 165,000 165,000 165,000
Transfer: Sanitation Fund...................................................................139,000 139,000 139,000 139,000 139,000
Lawful Funds from Revenues......................................................7,962,522$ 8,119,109$ 8,280,394$ 8,446,518$ 8,617,625$
General Fund Expenses (Less Lease Payment)....................................(6,962,522) (6,962,522) (6,962,522) (6,962,522) (6,962,522)
Lawful Funds from Revenues Net of General Fund Expenses......1,000,000$ 1,156,587$ 1,317,872$ 1,483,996$ 1,655,103$
Lawful Funds from Unrestricted Reserves (FYE 2018)...................2,464,475$
Source: Information extracted from the City's adopted FY 2020 budget. Future expenses and non-property-tax revenues have not been projected.
¹ The City anticipates increasing its property tax budget each year by the maximum allowable growth factor of 3%.
Additional eligible increases to be derived from new construction are not modeled.
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PERSI membership is mandatory for eligible employees of participating employers. Employees must be: (i) working 20
hours per week or more; (ii) teachers working a half-time contract or greater; or (iii) persons who are elected or appointed
officials. Membership is mandatory for State agency and local school district employees, and membership by contract is
permitted for participating political subdivisions such as cities and counties. On July 1, 2018, PERSI had 71,112 active
members, 37,588 inactive members (of whom 13,133 are entitled to vested benefits), and 46,907 annuitants. As of July 1,
2018, there were 797 participating employers in the PERSI Base Plan and total membership in PERSI was 155,607.
The net position for all pension and other funds administered by PERSI increased $1.2 billion during Fiscal Year 2018 and
increased $1.62 billion during Fiscal Year 2017. The increase in the defin ed benefit plans reflects the total of
contributions received and an investment return less benefits paid and administrative expenses. All of the plans
experienced investment gains in Fiscal Year 2018 as a result of positive market performance. Net investment income for all
of the funds administered by PERSI for the Fiscal Years ended June 30, 2018 and 2017 was $1.4 billion and $1.9 billion
respectively.
Based on the July 1, 2018 actuarial valuation, PERSI’s actuarial gain is $186.5 million resulting in a change in funding
status from a 89.6% funding ratio on July 1, 2017 to 91.2% on June 30, 2018. The funding ratio is the ratio of the actuarial
value of the assets over the value of the actuarial accrued liability. Below is a table that details the analysis of actuarial
gains and losses:
Analysis of Actuarial Gains or Losses
Note: Effects related to losses are shown in parentheses. Numerical results are expressed as a decrease (increase) in the act uarial
accrued liability.
2015-2016 2016-2017 2017-2018
Investment Income
Investment Income was greater (less) than expected.(742.9)$ 772.1$ 237.2$
Pay Increases
Pay increases were less (greater) than expected.165.5 (198.0)113.5
Membership Growth & Return to Employment
(Additional) liability for new members.(24.9)(29.1)(33.2)
Death After Retirement
Retirees died younger (lived longer) than expected.11.8 17.6 37.6
Cost of Living Adjustment (COLA)
Different Automatic COLA than expected.N/A N/A N/A
Other
Miscellaneous gains (and losses) resulting from other causes.(1)(44.0)(68.3)(73.3)
Total Gain (Loss) During the Period From Actuarial Experience (634.5)$ 494.3$ 281.8$
Contribution Income
0.3 (42.5)(10.1)
Non-Recurring Items
Changes in actuarial assumptions caused a gain (loss).(2)(13.2)None None
Changes in actuarial methods caused a gain (loss).None None None
Changes in plan provisions caused a gain (loss).(3)(68.5)(9.0)(85.6)
Changes to Contribution Rate Increase Schedule.None (3.3)0.4
Composite Gain (Loss) During the Period (715.9)$ 439.5$ 186.5$
Actual contributions were greater (less) than the normal cost and
interest on the Unfunded Actuarial Accrued Liability.
Gain (Loss) for Period (in mil)
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(1) Reflects losses on active and inactive member experience.
(2) For 2015-2016, this reflects changes made to the mortality assumptions adopted according to the 2016 Experience Study.
(3) For 2015-2016, this reflects the 0.80% COLA, effective March 1, 2016. For 2016-2017, this reflects the 0.10% discretionary
COLA, effective March 1, 2017. For 2017 -2018, this reflects the 0.90 retroactive COLA, effective March 1, 2018
Source: Public Employee Retirement System of Idaho, 20 18 Comprehensive Annual Financial Report, Milliman Actuarial Section,
Exhibit 6.
Annual actuarial valuations for PERSI are provided by the private actuarial firm of Milliman, which has provided the
actuarial valuations for PERSI since PERSI’s inception. As a result of the statutory requirement that the amortization
period for the unfunded actuarial liability be 25 years or less, the PERSI Board, at its October 18, 2016 meeting, approved
a total contribution rate increase of 1% scheduled to take effect July 1, 2018. During its October 2017 meeting, the PERSI
Board voted to delay implementation of the 1.0% contribution rate increase for one year, making the new effective date
July 1, 2019. During its October 2018 meeting, the PERSI Board voted to implement the 1.0% contribution rate increase
effective July 1, 2019. The prior contribution rates and the current contribution rate effective as of July 1, 2019 are as
follows:
Contribution Rates
Prior Rates
(as of 7/1/18)
Current Rates
(effective 7/1/19)
Fire and Police Members
Employer Rate 11.66% 12.28%
Member Rate 8.36% 8.81%
Total Rate 20.02% 21.09%
General and Teacher Members
Employer Rate 11.32% 11.94%
Member Rate 6.79% 7.16%
Total Rate 18.11% 19.10%
Source: Public Employee Retirement System of Idaho.
The most recent major experience study, completed in June 2018, covered the period July 1, 2011 through June 30, 2017.
The next major PERSI experience study to be completed in 2022, will cover the period of July 1, 2017 through June 30,
2021.
Beginning with Fiscal Year 2015, the City is required to record a liability and expense equal to its proportionate share of
the collective net pension liability and expense of PERSI due to the implementation of GASB 68. The City recorded a net
pension liability as of June 30, 2018 of $2,370,213 representing its proportional share of liability under PERSI. See
APPENDIX B—CITY OF CHUBBUCK, IDAHO COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR FISCAL YEAR ENDED
SEPTEMBER 30, 2018 herein.
PERSI issues a publicly available financial report that includes financial statements and required supplementary
information. That report may be obtained at, www.persi.idaho.gov (which website is provided purely for convenience and
is not incorporated or made a part of this Official Statement by this reference).
Other Post-Employment Benefits
The City complies with Idaho’s requirements under the Consolidated Omnibus Budget Reconciliation Act (COBRA). The
City does not participate in other post-employment benefits (OPEB).
Insurance Coverage
The City is a member of Idaho Counties Risk Management Program (“ICRMP”). ICRMP is a member-owned local
government risk pool which is now the primary source of property and casualty loss protection for Idaho governments
including counties, cities, and special purpose districts. All property and liability insurance coverage for the City is
obtained from ICRMP. The City is also enrolled in the Workmen’s Compensation Insurance Program through the State.
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56125.0001.11871770.8
ECONOMIC AND DEMOGRAPHIC DATA
Introduction
The City is located in the County, in the southeast corner of the State, at the
junction of Interstate 15 (north-south) and Interstate 86 (east-west). The City and
the County are part of the Pocatello Metropolitan Statistical Area (the “Pocatello
MSA”). A portion of the demographic information given below is gathered on the
MSA as a whole rather than on a specific area within the MSA. Pocatello, the
County seat, borders the City to the south.
Population
Bannock County ranks fifth in population among counties in Idaho. The following historical population information is
provided for the County.
TABLE 14
POPULATION
Bannock
County
% Over Prior
Period
2017 Estimate 87,138 2.8
2016 Estimate(1) 84,794 2.4
2010 Census 82,839 9.6
2000 Census 75,565 14.4
1990 Census 66,026 0.9
1980 Census 65,421 25.3
1970 Census(2) 52,200 5.8
(1) 2016 estimate percent change as compared to the 2010 Census.
(2) 1970 percent change as compared to 1960 Census.
Source: U.S. Department of Commerce, Bureau of the Census.
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Employment
Employment within the County is described in the following tables.
Labor Market and Employment by Industry
TABLE 15
BANNOCK COUNTY
ANNUAL AVERAGE LABOR FORCE DATA
(AS OF AUGUST 9, 2019)
Bannock County Annual Average
2018 2017 2016 2015 2014
Civilian Labor Force 41,686 41,733 41,005 41,861 41,519
Unemployed 1,139 1,258 1,458 1,694 1,906
Percent of Labor Force Unemployed 2.7% 3.00% 3.6% 4.0% 4.6%
Total Employment 40,547 40,475 39,548 40,167 39,612
Annual Average
By Place of Work 2018 2017 2016 2015 2014
Total Covered Employment 33,825 33,655 33,259 32,375 31,850
Agriculture, Forestry, Fishing & Hunting 250 253 253 118 100
Mining n/a n/a n/a n/a n/a
Construction 1,591 1,703 1,594 1,370 1,293
Manufacturing 2,189 2,080 1,914 1,745 1,713
Trade, Utilities & Transportation 6,321 6,244 6,200 6,125 6,021
Information 292 399 353 382 412
Financial Activities 1,843 1,865 1,971 2,056 1,964
Professionals & Business Services 3,834 3,655 3,680 3,646 3,701
Education & Health Services 5,914 5,865 5,742 5,665 5,553
Leisure & Hospitality 3,817 3,89 3,776 3,504 3,397
Other Services 729 722 702 711 678
Government 7,029 7,027 7,064 7,043 7,009
Source: Idaho Department of Labor, Communications & Research Division
n/a: Information is not available.
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Employers. Major employers in the County include the following:
TABLE 16
BANNOCK COUNTY
MAJOR EMPLOYERS
(AS OF AUGUST 9, 2019)
Rank Employer Industry
Range of
Employees(1)
1 Idaho State University Education 2,000–2,999
2 Pocatello/Chubbuck School District Education 1,000–1,999
3 Portneuf Medical Center Healthcare 1,000–1,999
4 Pocatello, City of City government 700–799
5 Idaho Central Credit Union Finance 700–799
6 ON Semiconductor Manufacturing 500–599
7 Allstate Insurance Insurance 500–599
8 Amy’s Kitchen Manufacturing 300–399
9 Bannock County County Government 300–399
10 Varsity Facility Service Janitorial services 300–399
11 Wal–Mart Retail 300–399
12 Aspire Human Services LLC Healthcare 200–299
13 Farm Bureau Mutual Insurance of Idaho Insurance 200–299
14 Marsh Valley Joint School District Education 200–299
15 VTCU Corp Manufacturing 200–299
(1) Not all companies are listed, affecting the rank order. Only includes employers that have given the Department permission to rele ase
employment.
Source: Idaho Department of Labor, Communications & Research Division
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Income
Historic per capita income, personal income, and median income for the County and the State are shown below:
TABLE 17
BANNOCK COUNTY AND STATE OF IDAHO
PER CAPITA, TOTAL PERSONAL INCOME AND MEDIAN INCOME
2017 2016 2015 2014 2013
Per Capita Income(1)
Bannock County $36,987 $35,652 $34,659 $33,022 $31,874
% change from prior year 3.7 2.9 5.0 3.6 2.9
State of Idaho 41,826 40,508 39,780 37,792 36,167
% change from prior year 3.3 1.8 5.3 4.5 2.8
Total Personal Income (1)
Bannock County ($ in thousands) 3,154 3,008 2,911 2,758 2,659
% change from prior year 4.8 3.3 5.6 3.7 2.5
State of Idaho ($ in millions) 71,813 68,055 65,611 61,616 58,236
% change from prior year 5.5 3.7 6.5 5.8 3.8
Median Income(2)
Bannock County 47,390 45,216 43,779 43,953 43,534
% change from prior year 4.8 3.3 (0.4) 1.0 (5.1)
State of Idaho 50,985 49,174 47,583 47,334 46,767
% change from prior year 3.7 3.3 0.5 1.2 (0.5)
(1) Source: Bureau of Economic Analysis, U.S. Department of Commerce.
(2) Source: U.S. Census Bureau.
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RISK FACTORS
In addition to investment considerations and risk factors discussed elsewhere throughout this Preliminary Official
Statement, the following section provides a non-exhaustive discussion of risk factors affecting any potential investment in
the Certificates, including those affecting the payment of and security for the Certificates, and the rights of the Beneficial
Owners of the Certificates. The occurrence of one or more of the events discussed herein could adversely affect the value
of the Facilities and the value and creditworthiness of the Certificates. The following discussion does not attempt to list
these risks in order of magnitude or importance.
Non Appropriation Clause of the Appropriation Lease
In the Appropriation Lease, the City is obligated to pay Lease Payments only to the extent that funds for Lease Payments
are budgeted each year by the City and the Appropriation Lease is affirmatively renewed by the City. The City may
terminate the Appropriation Lease in any year without penalty if the City determines to not budget for Lease Payments and
not to affirmatively renew the Appropriation Lease for the next Fiscal Year.
Possible Inadequacy of Remedies Upon an Event of Default or Event of Nonrenewal
Upon occurrence of an Event of Default or an Event of Nonrenewal, the Trustee can re-enter and take possession of the
Facilities. However, the Facilities are to some degree special purpose facilities, and, thus, could be converted to other uses
only with significant additional expense. Accordingly, upon the occurrence of an Event of Default or Event of
Nonrenewal, there can be no assurance that the Trustee will b e able to realize from the re-leasing of the Facilities an
amount sufficient to pay principal of and interest on the Certificates. See “SECURITY FOR THE CERTIFICATES—
Remedies.” In addition, the practical realization of the benefits of such lien and such a ssignments upon any default will
depend on judicial actions, which are often subject to discretion and delay. Furthermore, remedies may be limited by
bankruptcy or other similar laws affecting creditors’ rights and contractual obligations generally.
Uncertainty of Revenues
As noted elsewhere, except to the extent that the Beneficial Owners of the Certificates are secured, under certain
circumstances, by the proceeds of insurance or condemnation awards, the Certificates will be payable solely from the Lease
Payments to be made by the City under the Appropriation Lease. The ability of the City to make payments under the
Appropriation Lease is dependent, in part, upon the generation by the City of revenues in the amounts necessary for the
City to pay said Lease Payments, as well as other operating and capital expenses. The realization of future revenues and
expenses are subject to, among other things, the capabilities of management, government regulation and future economic
and other conditions that are unpredictable and that may affect City revenues and payment of principal of and interest on
the Certificates. No representation or assurance can be made that revenues will be realized by the City in amounts
sufficient to warrant annual renewal of the Appropriation Lease and appropriation of funds for payment of Lease
Payments. Neither the Underwriter nor the Municipal Advisor (hereinafter defined) has made any independent
investigation of the extent to which any such factors may have an adverse effect on the revenues of the City.
Contribution from Water Fund, Wastewater Fund, Sanitation Fund and HSR Fund
The City expects to annually contribute enterprise fees from its Water Fund, Wastewater Fund and Sanitation Fund
together with amounts from the HSR Fund to be used, together with Lawful Funds of the City, and subject to appropriation
and renewal, to make Lease Payments. Idaho law requires enterprise fees to bear a reasonable relationship to the cost of
the respective systems for which they are imposed and such fees cannot be “revenue raising” for other purposes. As such,
enterprise fees must be a reasonable charge for a direct public service rendered to the consumer . As applied here, the
contribution amounts must be appropriate and should be based on some calculation designed to determine the value that
the respective enterprise systems receive from the Improvements. Although the HSR Fund is not proprietary in nature, use
of the funds therein is restricted generally to the purposes of the Highway Streets and Roads Department. Accordingly, the
City has determined to apply the same analysis to the HSR Fund as it has determined to apply to the Water Fund,
Wastewater Fund and Sanitation Fund—that is, the City has determined respective contribution amounts from each the
Water Fund, Wastewater Fund, Sanitation Fund and HSR Fund that it believes are reasonable based upon the anticipated
proportionate use of the City Hall Project by each respective department . See “SECURITY AND SOURCES OF
PAYMENT FOR THE CERTIFICATES—Sources of Payment” herein. There is no guarantee that a Court would uphold
the City’s contribution calculation in the event a challenge is filed. A reduction in the amount of fees contributed from the
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Water Fund, Wastewater Fund, Sanitation Fund and/or HSR Fund could make it difficult for the City to appropriate
sufficient funds to make Lease Payments and could result in an Event of Nonrenewal.
Development of Improvements and Value of Facilities
The anticipated costs and construction period for the Improvements are based upon budgets, conceptual design documents
and construction schedule estimates prepared by the City in consultation with its architects and contractors. The cost of the
Improvements may vary from expectations, and there may be a limited amount of capital resources to fund cost overruns. If
cost overruns cannot be financed on a timely basis, the completion of the Improvements may be delayed until adequate
funding is available. The completion date of the Improvements also could differ from expectations for construction-related
or other reasons. No assurance can be given that the Improvements will be completed at all, on time or within established
budgets. Significant delays, cost overruns or failure of the Improvements to provide expected benefits could result in an
Event of Nonrenewal.
Upon any casualty or condemnation of the Facilities or upon an Event of Nonrenewal, there can be no assurance that the
proceeds of any insurance or condemnation awards or amounts received by the Trustee upon re -letting of the Facilities will
be sufficient to redeem in full or to pay the principal of and interest on the Certificates when due. No appraisal has been
made of the Facilities. At any time, the value of such property could be less than the aggregate principal amount of the
Certificates then outstanding.
CONTINUING DISCLOSURE
Upon delivery of the Certificates, the City will enter into an Information Reporting Agreement (the “Undertaking”) for the
benefit of the Beneficial Owners of the Certificates. Pursuant to the Undertaking, the City will agree to send certain
information annually and to provide notice of certain events to the Municipal Securities Rulemaking Board pursuant to the
requirements of Section (b)(5) of Rule 15c2 –12 (the “Rule”) adopted by the Securities and Exchange Commission. The
information to be provided on an annual basis, the events which will be noticed on an occurrence basis, and a summary of
other terms of the Undertaking, including termination, amendment, and remedies, are set forth in the Undertaking, the
proposed form of which is attached as APPENDIX D to this Official Statement.
A failure by the City to comply with the Undertaking will not constitute a default under the Trust Indenture and Beneficial
Owners of the Certificates are limited to the remedies described in the Undertaking. A failure by the City to comply with
the Undertaking must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal
securities dealer before recommending the purchase or sale of the Certificates in the secondary market. Consequently,
such a failure may adversely affect the transferability and liquidity of the Certificates and their market price.
The City is required to file annually within 180 days after the end of the City’s fiscal year audited financial statements and
certain annual operating data as defined by the District’s prior continuing disclosure undertaking (the “2011 Undertaking”).
The City has timely provided its audited financial statements and annual operating data in compliance with the 2011
Undertaking for the past five years except for fiscal year ending September 30, 2014 where its required disclosure occurred
one (1) day late. A Material Event Notice with respect to said untimely disclosure was filed on September 26, 2019.
TAX MATTERS
In the opinion of Bond Counsel, assuming continuous compliance with certain covenants described below, interest on the
Certificates is excluded from gross income under federal income tax laws pursuant to Section 103 of the Tax Code, and
interest on the Certificates is excluded from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax
Code. For purposes of this paragraph and the succeeding discussion, “interest” includes the original issue discount on
certain of the Certificates only to the extent such original issue discount is accrued as described herein.
The Tax Code imposes several requirements which must be met with respect to the Certificates in order for the interest
thereon to be excluded from gross income and alternative minimum taxable income. Certain of these requirements must be
met on a continuous basis throughout the term of the Certificates. These requirements include: (a) limitations as to the use
of proceeds of the Certificates; (b) limitations on the extent to which proceeds of the Certificates may be invested in higher
yielding investments; and (c) a provision, subject to certain limited exceptions, that requires all investment earnings on th e
proceeds of the Certificates above the yield on the Certificates to be paid to the United States Treasury. The City
covenants and represents in the Trust Indenture that it will take all steps to comply with the requirements of the Tax Code
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56125.0001.11871770.8
to the extent necessary to maintain the exclusion of interest on the Certificates from gross income and alternative minimum
taxable income under federal income tax laws in effect when the Certificates are delivered. Bond Counsel’s opinion as to
the exclusion of interest on the Certificates from gross income and alternative minimum taxable income is rendered in
reliance on these covenants, and assumes continuous compliance therewith. The failure or inability of the City to comply
with these requirements could cause the interest on the Certificates to be included in gross income, alternative minimum
taxable income or both from the date of issuance. Bond Counsel’s opinion also is rendered in reliance upon certifications
of the City and other certifications furnished to Bond Counsel. Bond Counsel has not undertaken to verify such
certifications by independent investigation.
[With respect to the Certificates that were sold in the initial offering at a discount (the “Discount Certificates”), the
difference between the stated redemption price of the Discount Certificates at maturity and the initial offering price of
those bonds to the public (as defined in Section 1273 of the Tax Code) will be treated as “original issue discount” for
federal income tax purposes and will, to the extent accrued as d escribed below, constitute interest which is excluded from
gross income or alternative minimum taxable income under the conditions described in the preceding paragraphs. The
original issue discount on the Discount Certificates is treated as accruing over the respective terms of such Discount
Certificates on the basis of a constant interest rate compounded at the end of each six-month period (or shorter period from
the date of original issue) ending on March 1 and September 1 with straight line interpolation between compounding dates.
The amount of original issue discount accruing each period (calculated as described in the preceding sentence) constitutes
interest which is excluded from gross income or alternative minimum taxable income under the conditions described in the
preceding paragraphs and will be added to the owner’s basis in the Discount Certificates. Such adjusted basis will be used
to determine taxable gain or loss upon disposition of the Discount Certificates (including sale or payment at maturity).
Owners should consult their own tax advisors with respect to the tax consequences of the ownership of the Discount
Certificates.
Owners who purchase Discount Certificates after the initial offering or who purchase Discount Certificates in the initial
offering at a price other than the initial offering price (as defined in Section 1273 of the Tax Code) should consult their
own tax advisors with respect to the federal tax consequences of the ownership of the Discount Certificates. Owners who
are subject to state or local income taxation should consult their tax advisor with respect to the state and local income tax
consequences of ownership of the Discount Certificates. It is possible that, under the applicable provisions governing
determination of state and local taxes, accrued original issue discount on the Discount Certificates may be deemed to be
received in the year of accrual even though there will not be a corresponding cash payment.]
The Tax Code contains numerous provisions which may affect an investor’s decision to purchase the Certificates. Owners
of the Certificates should be aware that the ownership of tax-exempt obligations by particular persons and entities,
including, without limitation, financial institutions, insurance companies, recipients of Social Security or Railroad
Retirement benefits, taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax -
exempt obligations, foreign corporations doing business in the United States and certain “subchapter S” corporations may
result in adverse federal and state tax consequences. Under Section 3406 of the Tax Code, backup withholding may be
imposed on payments on the Certificates made to any owner who fails to provide certain required information, including an
accurate taxpayer identification number, to certain persons required to collect such information pursuant to the Tax Code.
Backup withholding may also be applied if the owner underreports “reportable payments” (including interest and
dividends) as defined in Section 3406, or fails to provide a certificate that the owner is not subject to backup withholding
in circumstances where such a certificate is required by the Tax Code. [Certain of the Certificates were sold at a premium,
representing a difference between the original offering price of those Certificates and the principal amount thereof payable
at maturity. Under certain circumstances, an initial owner of such certificates (if any) may realize a taxable gain upon their
disposition, even though such certificates are sold or redeemed for an amount equal to the owner’s acquisition cost. Bond
Counsel’s opinion relates only to the exclusion of interest (and, to the extent described above for the Discount Certificates,
original issue discount) on the Certificates from gross income and alternative minimum taxable income as described above
and will state that no opinion is expressed regarding other federal tax consequences arising from the receipt or accrual of
interest on or ownership of the Certificates. Owners of the Certificates should consult their own tax advisors as to the
applicability of these consequences.]
The opinions expressed by Bond Counsel are based on existing law as of the delivery date of the Certificates. No opinion
is expressed as of any subsequent date nor is any opinion expressed with respect to pending or proposed legislation.
Amendments to the federal or state tax laws may be pending now or could be proposed in the future that, if enacted into
law, could adversely affect the value of the Certificates, the exclusion of interest (and, to the extent described above for the
Discount Certificates, original issue discount) on the Certificates from gross income or alternative minimum taxable
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56125.0001.11871770.8
income or both from the date of issuance of the Certificates or any other date, the tax value of that exclusion for different
classes of taxpayers from time to time, or that could result in other adverse tax consequences. In addition, future court
actions or regulatory decisions could affect the tax treatment or market value of the Certificates. Owners of the Certificates
are advised to consult with their own tax advisors with respect to such matters.
The Internal Revenue Service (the “Service”) has an ongoing program of auditing tax-exempt obligations to determine
whether, in the view of the Service, interest on such tax-exempt obligations is includable in the gross income of the owners
thereof for federal income tax purposes. No assurances can be given as to whether or not the Service will commence an
audit of the Certificates. If an audit is commenced, the market value of the Certificates may be adversely affected. Under
current audit procedures the Service will treat the City as the taxpayer and the Certificate owners may have no right to
participate in such procedures. The City has covenanted in the Trust Indenture not to take any action that would cause the
interest on the Certificates to lose its exclusion from gross income for federal income tax purposes or lose its exclusion
from alternative minimum taxable income for the owners thereof for federal income tax purposes. None of the City, the
Municipal Advisor, the Underwriter, Bond Counsel or any other person is responsible for paying or reimbursing any
Certificate holder with respect to any audit or litigation costs relating to the Certificates.
RATINGS
As noted on the cover page of this Preliminary Official Statement, S&P Global Ratings has assigned its municipal bond
rating of “__” to the Certificates. The rating reflects only the views of the rating agency and an explanation of the
significance of the rating may be obtained from the rating agency. There is no assurance that the rating will be retained fo r
any given period of time or that the rating will not be revised downward or withdrawn entir ely by the rating agency if, in its
judgment, circumstances so warrant. Any such downward revision or withdrawal of the rating will be likely to have an
adverse effect on the market price of the Certificates.
UNDERWRITING
The Certificates are being purchased by Piper Jaffray & Co., acting as the Underwriter. The Underwriter has agreed, subject to
certain conditions, to purchase the Certificates at a price of $____________, which reflects the principal amount of the
Certificates, plus an original issue premium of $________, less an Underwriter’s discount of $__________. The Underwriter may
offer and sell the Certificates to certain dealers (including dealers depositing Certificates into investment trusts) and others at prices
lower than the initial offering prices set forth on the inside cover page hereof, and such initial offering prices may be changed, from
time to time, by the Underwriter.
The Underwriter has entered into a separate agreement with Charles Schwab & Co., Inc. that enables Charles Schwab &
Co., Inc. to distribute certain new issue municipal securities underwritten by or allocated to the Underwriter which could
include the Certificates. Under that agreement, the Underwriter will share with Charles Schwab & Co., a portion of the fee
or commission paid to the Underwriter.
INDEPENDENT AUDITORS
The financial statements of the City as of and for the year ended September 30, 2018, which appear in APPENDIX B to
this Preliminary Official Statement, have been audited by Deaton & Company, Chartered, Pocatello, Idaho, independent
auditors.
LEGAL MATTERS
Approval
All legal matters incidental to the authorization, issuance and sale of the Certificates by the City are subject to the
approving legal opinion of Bond Counsel, substantially in the form attached hereto as APPENDIX A. Certain legal
matters will be passed on for the Underwriter by its legal counsel, Skinner Fawcett LLP. Certain disclosure matters will be
passed upon by Hawley Troxell Ennis & Hawley LLP, as disclosure counsel.
Laws Relating to Municipal Reorganization
Idaho Code Section 67-3903 permits taxing districts of the State of Idaho, to file a petition for federal bankruptcy relief, in
accordance with Title IX of the United States Bankruptcy Code (the “Bankruptcy Code”). Prior to filing such petition, the
taxing district is required to adopt a resolution authorizing the filing. The statute authorizes the taxing district to take any of
54
56125.0001.11871770.8
the following actions to consummate a plan of readjustment pursuant to its bankruptcy proceedings, includ ing cancellation
and remission of money payable under bonds, warrants or other obligations issued by the district; issuance of refunding
bonds on certain conditions, adoption of necessary ordinances, assessment, levy and collection of taxes to enforce
collections necessary pursuant to the plan of readjustment, cancellation and reduction of taxes or special assessments for
bonds refunded under the plan as a result of reduction in debt service accomplished by such refunding and to take any
other actions necessary for accomplishment of the plan. Prior to refunding bonds or levying any taxes or special
assessments, the taxing district is required to provide notice and hold a hearing prior to the adoption of the plan for
readjustment requiring such actions.
PENDING AND THREATENED LITIGATION
No litigation is pending or, to the knowledge of the City, threatened in any court or before any administrative body (1) to
restrain or enjoin the issuance or delivery of the Certificates; (2) in any way contesting or affecting the validity of the
Certificates, the Primary Lease, the Appropriation Lease, the Trust Indenture, or the related documents; or (3) that would
otherwise affect the ability of the City to pay the principal of or interest on the Certificates when due.
MUNICIPAL ADVISOR
The City has utilized the services of Zions Public Finance, Inc. as municipal advisor to the City (the “Municipal Advisor”).
The City has entered into an agreement with the Municipal Advisor whereunder the Municipal Advisor provides financial
recommendations and guidance to the City with respect to preparation for sale of the Certificates, timing of sale, tax–
exempt bond market conditions, costs of issuance and other factors related to the sale of the Certificates. The Municipal
Advisor has read and participated in the drafting of certain portions of this Preliminary Official Statement. The Municipal
Advisor has not audited, authenticated or otherwise verified the information set forth in the Preliminary Official Statement,
or any other related information available to the City, with respect to accuracy and completeness of disclosure of such
information, and the Municipal Advisor makes no guaranty, warranty or other representation respecting accuracy and
completeness of the Preliminary Official Statement or any other matter related to the Preliminary Official Statement.
ADDITIONAL INFORMATION
The references herein to the Primary Lease, the Appropriation Lease, the Trust Indenture and other documents referred to
in this Preliminary Official Statement are brief summaries of certain provisions. Such outlines do not purport to be
complete, and, for full and complete statements of the provisions of the Primary Lease, the Appropriation Lease, and the
Trust Indenture, reference is made to the Primary Lease, the Appropriation Lease, and the Trust Indenture attached as
APPENDIX E, APPENDIX F, and APPENDIX G, respectively, to this Preliminary Official Statement and such other
documents.
The agreement of the City with the Owners of the Certificates is fully set forth in the Trust Indenture, and neither any
advertisement of the Certificates nor this Preliminary Official Statement is to be construed as constituting an agreement
with the purchasers of the Certificates. So far as any statements are made in this Preliminary Official Statement involving
matters of opinion, estimates or projections, whether or not expressly stated as such, they are intended as such and are not
representations of fact. CUSIP identification numbers will be printed on the Certificates, but no error in the printing of
such numbers shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for any
Certificates. Section headings, table headings and captions are included for convenience only and should not be construed
as modifying the text of this Preliminary Official Statement.
APPROVAL OF OFFICIAL STATEMENT
The City, through a duly authorized official, has deemed this Preliminary Official Statement “final” as of its date except for
the omission of information dependent on the pricing of this issue and completion of the underwriting agreement, for
purposes of compliance with Securities and Exchange Commission Rule 15c2-12.
CITY OF CHUBBUCK, IDAHO
/s/
Kevin B. England, Mayor
56125.0001.11871770.8
Appendix A
Form of Bond Counsel Opinion
(attached)
56125.0001.11871770.8
Appendix B
Financial Statements
The City’s Auditor has not performed any further review of the City’s general purpose financial statements since the date
of the audit contained herein.
(attached)
56125.0001.11871770.8
Appendix C
Book-Entry Only System
(attached)
56125.0001.11871770.8
T H E D E P O S I T O R Y T R U S T C O M P A N Y
SAMPLE OFFERING DOCUMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
(Prepared by DTC--bracketed material may apply only to certain issues)
1. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the securities (the
“Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s
partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-
registered Security certificate will be issued for [each issue of] the Securities, [each] in the aggregate principal amount o f
such issue, and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issue exceeds $500
million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate
will be issued with respect to any remaining principal amount of such issue.]
2. DTC, the world’s largest securities depository, 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 and
provides asset servicing for over 3.6 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt
issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit
with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct
Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants
include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”).
DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation,
all of which are registered clearing agencies. DTCC is owned by the users of its re gulated subsidiaries. Access to the DTC
system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies,
and clearing corporations that clear through or maintain a custodial relationship with a Direc t Participant, either directly or
indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of: AA+. The DTC Rules applicable to its
Participants are on file with the Securities and Exchange Commission. More information about DTC can be foun d at
www.dtcc.com.
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 (“Benefici al
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. Beneficial Owners are, however, 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 Direct and Indirect 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 Direct Participants with DTC are registered in the name of
DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an autho rized representative of DTC.
The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not
affect any 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 Direct and Indirect 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 gov erned by arrangements
among them, subject to any statutory or regulatory requirements as may be in effect from time to time. [Beneficial Owners
of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with
56125.0001.11871770.8
respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For
example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit
has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide
their names and addresses to the registrar and request that copies of notices be provided directly to them.]
[6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s
practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.]
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless
authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or
voting rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a list ing
attached to the Omnibus Proxy).
8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other
nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’
accounts upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent, on payable date in
accordance with their respective holdings shown on DTC’s records. 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, Agent, or
Issuer, subject to any statutory or regulatory requirements as may be in effect from time t o time. Payment of redemption
proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an
authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct
Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the
responsibility of Direct and Indirect Participants.
[9. A Beneficial Owner shall give notice to elect to have its Securities purchased o r tendered, through its Participant, to
[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 [Tender/Remarketing] Agent. Th e requirement for physical
delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the
ownership rights in the Securities are transferred by Direct Participants on DTC’s records and followed by a b ook-entry
credit of tendered Securities to [Tender/Remarketing] Agent’s DTC account.]
10. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving
reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained,
Security certificates are required to be printed and delivered.
11. Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities
depository). In that event, Security certificates will be printed and delivered to DTC.
12. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that
Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof.
56125.0001.11871770.8
Appendix D
Form of Information Reporting Agreement
(attached)
56125.0001.11871770.8
Appendix E
Form of Primary Lease
(attached)
56125.0001.11871770.8
Appendix F
Form of Annual Appropriation Lease Agreement
(attached)
56125.0001.11871770.8
Appendix G
Form of Annual Appropriation Trust Indenture
(attached)
56125.0001.11969905.4
PRIMARY LEASE
between
CITY OF CHUBBUCK, IDAHO
AS LESSOR
and
ZIONS BANCORPORATION, NATIONAL ASSOCIATION,
AS LESSEE
Relating to
$[12,385,000]
City of Chubbuck, Idaho Annual Appropriation Certificates of Participation, Series 2019
Dated as of November __, 2019
56125.0001.11969905.4
TABLE OF CONTENTS
Page
1. Contemporaneous Trust Indenture and Appropriation Lease ....................................................2
2. Definitions..................................................................................................................................2
3. Primary Lease ............................................................................................................................2
4. Term, Possession and Disposition .............................................................................................3
4.1 Term .....................................................................................................................................3
4.2 Possession ............................................................................................................................3
4.3 Disposition ...........................................................................................................................3
5. Authority to Develop. ................................................................................................................3
6. Ownership of the Facilities ........................................................................................................3
7. Rent ............................................................................................................................................3
8. Use; Quiet Enjoyment. ...............................................................................................................4
9. Representations by the City .......................................................................................................4
9.1 Authority ..............................................................................................................................4
9.2 Breach of Terms ...................................................................................................................4
10. Zoning; Building Restrictions ....................................................................................................4
11. Waste and Nuisance Prohibited .................................................................................................4
12. Amendment; Release of Portions of Facilities ...........................................................................4
13. Remedies and Forbearance; Waivers .........................................................................................5
14. Costs and Attorney Fees ............................................................................................................5
15. Applicable Law ..........................................................................................................................5
16. Severability ................................................................................................................................6
17. Time is of the Essence ...............................................................................................................6
18. Relationship of Parties ...............................................................................................................6
19. Recording ...................................................................................................................................6
PRIMARY LEASE - 1
56125.0001.11969905.4
PRIMARY LEASE
DATED: November __, 2019 (“Effective Date”)
BETWEEN:
CITY OF CHUBBUCK, IDAHO, as Lessor
5160 Yellowstone Avenue
Chubbuck, ID 83202 (the “City”)
AND:
ZIONS BANCORPORATION, NATIONAL ASSOCIATION, as Lessee
800 W Main St, Suite 700
Boise, ID 83702 (“Bank”)
WHEREAS, the City is a municipal corporation operating and existing under and
pursuant to the provisions of the Constitution and laws of the state of Idaho (the “State”); and
WHEREAS, City is authorized to acquire, operate and maintain public facilities and is
authorized to enter into lease agreements for land and buildings to be used for lawful purposes;
and
WHEREAS, Bank is a national banking association, and is entering into this instrument
for the purpose of assisting the City in obtaining financing for costs associated with a project to
be undertaken by the City as described below; and
WHEREAS, under and pursuant to an Annual Appropriation Trust Indenture dated as of
the date hereof (the “Trust Indenture”) by and among the City, Bank, and Zions Bancorporation,
National Association, as trustee (the “Trustee”), the Trustee has determined, at the request of the
City, to issue certificates of participation to provide funds to finance certain project costs of the
City, which certificates shall be designated the “City of Chubbuck, Idaho Annual Appropriation
Certificates of Participation, Series 2019” and issued in the aggregate principal amount of
$[12,385,000] (the “Certificates”); and
WHEREAS, the proceeds of the Certificates shall be used to finance costs of (i)
reimbursement of land acquisition by the City and construction of a new City Hall thereon (the
“City Hall Project”), (ii) renovation and conversion of the City’s existing City Hall to police
facilities (the “Police Facilities Project”), and (iii) construction of a new animal shelter on
property currently owned by the City (the “Animal Shelter Project,” and together with the City
Hall Project and the Police Facilities Project, the “Improvements”), as well as (iv) the Costs of
Issuance of the Certificates; and
WHEREAS, the real property associated with the City Hall Project (the “City Hall
Property”), the real property and existing improvements associated with the Police Facilities
Project (the “Police Facilities Property”), and the real property associated with the Animal
Shelter Project (the “Animal Shelter Property,” and together with the City Hall Property and
PRIMARY LEASE - 2
56125.0001.11969905.4
Police Facilities Property, the “Property”), is specifically described on the attached Exhibits A-1,
A-2 and A-3, respectively; and
WHEREAS, the City and Bank hereby agree to enter into this Primary Lease (the
“Primary Lease”) under the terms of which the City leases to Bank and Bank leases from the
City the Property together with the Improvements to be constructed thereon (the Property and the
Improvements collectively referred to herein as the “Facilities”); and
WHEREAS, the City and Bank hereby agree to enter into an Annual Appropriation Lease
Agreement of even date herewith (the “Appropriation Lease”) under the terms of which Bank, as
lessor, will lease the Facilities back to the City, as lessee, and the City will pay lease payments to
Bank in an amount sufficient to pay the principal amount of the Certificates plus interest accrued
thereon, and premium, if applicable, as the same become due and payable; and
WHEREAS, the Certificates shall be secured by, among other things, the Trust Estate
under and as that term is defined in the Trust Indenture; and
WHEREAS, the issuance and delivery of the Certificates and the execution and delivery
of this Primary Lease, the Appropriation Lease and Trust Indenture have been in all respects duly
and validly authorized by an ordinance or other official action duly adopted by the City Council
of the City; and all things necessary to make the Certificates, when authenticated by the Trustee,
valid and binding legal obligations and to make this Primary Lease a valid and binding
agreement and the pledge of the Trust Estate and revenues made in the Trust Indenture to the
payment of the principal of, premium, if any, and interest on the Certificates, have been done.
NOW, THEREFORE, for valuable consideration, including the mutual promises of the
City and Bank set forth in this Primary Lease, the City and Bank agree as follows:
1. Contemporaneous Trust Indenture and Appropriation Lease. This Primary
Lease is made and executed contemporaneously with the Trust Indenture and the Appropriation
Lease. The City and Bank acknowledge that the City will be subleasing the Facilities from Bank
on an annual basis subject to appropriation and renewal by the City pursuant to the
Appropriation Lease and Bank and the City intend that there be no merger of the City’s leasehold
interest under the Appropriation Lease and its ownership interest so as to cause the cancellation
of this Primary Lease.
2. Definitions. Any capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Trust Indenture.
3. Primary Lease. The City has fee simple title to the Property, subject only to the
Permitted Encumbrances as described in Exhibit C of the Appropriation Lease (hereinafter
referred to as “Permitted Encumbrances”). In addition, fee title to the Improvements to be
constructed on the Property pursuant to Section 5 hereof, and all additions, alterations and
improvements thereto, shall, once constructed, become a part of the Property and shall be and
remain in the City during the term of this Primary Lease, subject to the leasehold interest granted
to Bank hereunder.
PRIMARY LEASE - 3
56125.0001.11969905.4
On the terms and conditions of this Primary Lease, the City hereby leases the Facilities to
Bank and Bank hereby leases the Facilities from the City, subject to any Permitted
Encumbrances.
4. Term, Possession and Disposition.
4.1 Term. This Primary Lease has a term commencing on November __,
2019, and ending September 30, 2044, unless sooner terminated in accordance with Section 4.3
hereof, or for such longer period until the Certificates are no longer Outstanding and shall have
been fully paid and retired, but not exceeding ninety-nine (99) years (the “Term”).
4.2 Possession. Subject to the Appropriation Lease, Bank shall have quiet and
peaceable possession and enjoyment of the Facilities during the Term.
4.3 Disposition. If the Certificates shall have been fully paid and retired or
provision for such payment shall have been made as provided in the Trust Indenture, and all
other expenses or sums to which Bank is entitled under this Primary Lease, the Appropriation
Lease and the Trust Indenture have been paid, this Primary Lease shall automatically expire
without action of the parties; however, Bank agrees to execute an instrument evidencing
expiration and/or termination of this Primary Lease. If the Appropriation Lease is terminated
based on an Event of Default or an Event of Nonrenewal, Bank shall be entitled to exclusive
possession and use of the Facilities until the remaining Term of this Primary Lease expires.
Upon completion of any Option to Purchase and notice to Bank as provided for in Article XI of
the Appropriation Lease, and so long as the Certificates are no longer Outstanding, this Primary
Lease shall automatically expire without further action of the parties.
5. Authority to Develop. The City shall, in accordance with its appointment
pursuant to Section 4.1 of the Appropriation Lease, undertake the design and construction of the
Improvements. The City may raze, demolish and remove, in whole or in part, any existing
improvements on the Property and construct the Improvements thereon, and make such repair,
addition, alteration and improvement thereto as the City may deem desirable. The City shall not
permit any lien to stand against the Facilities for work done or materials furnished by or on
behalf of Bank, provided that the City may contest the validity of such lien, but upon a final
determination of the validity thereof, the City shall cause the lien to be satisfied and released of
record.
6. Ownership of the Facilities. Until termination or expiration of this Primary
Lease, leasehold interest in the Facilities shall be vested in Bank and as such leasehold interest is
assigned by Bank to the Trustee under the Trust Indenture. The City shall, at its own expense,
furnish to Bank an original leasehold owner’s policy of title insurance (standard coverage) issued
of even date herewith in an amount not less than $__________ showing that “Zions
Bancorporation, National Association, as Lessee, and Zions Bancorporation, National
Association, as Trustee under the Trust Indenture,” have valid leasehold interests in the
Facilities, as their interests may appear of record, subject only to Permitted Encumbrances.
7. Rent. During the Initial Term and all Renewal Terms of the Appropriation Lease,
no rent shall be payable from the Bank to the City for the use and enjoyment of the Facilities
PRIMARY LEASE - 4
56125.0001.11969905.4
pursuant to this Primary Lease. The Bank and the City acknowledge and agree that the mutual
promises and covenants contained herein constitute good and valuable consideration for entering
into this Primary Lease.
8. Use; Quiet Enjoyment. So long as the City’s rights of use and enjoyment of the
Facilities under the Appropriation Lease are not diminished or adversely affected, Bank may use
the Facilities for lawful purposes and, subject to the Permitted Encumbrances and the City’s
interests under the Appropriation Lease, the City covenants that Bank shall have the peaceful and
quiet enjoyment of the Facilities for the term of this Primary Lease.
9. Representations by the City. The City represents and warrants that:
9.1 Authority. The City is a municipal corporation organized and operating
under the laws of the State and is authorized to enter into the transactions contemplated by this
Primary Lease and to carry out its obligations hereunder, and has duly authorized the execution
and delivery of this Primary Lease.
9.2 Breach of Terms. Neither the execution and delivery of this Primary
Lease, the consummation of the transactions contemplated hereby, nor the fulfillment of or
compliance with the terms and conditions of this Primary Lease, conflicts with or results in a
breach of any of the terms, conditions or provisions of any restriction or any agreement or
instrument to which the City is now a party or by which it is bound or constitutes a default under
any of the foregoing or results in the creation or imposition of any prohibited lien, charge or
encumbrance of any nature whatsoever upon any of the property or assets of the City under the
terms of any instrument or agreement.
10. Zoning; Building Restrictions. This Primary Lease is subject to all applicable
zoning ordinances and restrictions and all limitations of record, and is subject to any and all
easements for public utilities which may be of record. The City warrants that such ordinances,
restrictions, limitations and easements do not prevent the use of the Facilities as provided for in
the Appropriation Lease.
11. Waste and Nuisance Prohibited. Bank shall not commit, or suffer to be
committed, any nuisance or waste on the Facilities.
12. Amendment; Release of Portions of Facilities.
A. Notwithstanding any other provision of this Primary Lease, and subject to
the terms of the Trust Indenture, the parties hereto reserve the right at any time and from time to
time to amend this Primary Lease for the purpose of effecting the release of and removal from
this Primary Lease and the leasehold estate created hereby (i) any part (or interest in such part) of
the Facilities with respect to which the City proposes to grant an easement to a railroad, public
utility or public body in order that railroad, utility services or roads may be provided for the
Facilities, or (ii) any unimproved part of the Facilities which the City requests to be released
from this Primary Lease and the leasehold estate created hereby; provided that there shall be
deposited with the Trustee the following:
1. A copy of the said amendment as executed.
PRIMARY LEASE - 5
56125.0001.11969905.4
2. A resolution or other official action of the City Council of the City
(i) stating that the City is not in default under any of the provisions of the Trust
Indenture, (ii) giving an adequate legal description of that portion of the Facilities
to be released, (iii) stating the purpose for which the City desires the release,
(iv) requesting such release and approving the amendment of this Primary Lease,
and (v) stating that the City is not in default under this Primary Lease or the
Appropriation Lease.
3. If applicable, a copy of the instrument granting the easement.
4. A certificate of the Consulting Architect, dated not more than sixty
(60) days prior to the date of the release stating that (i) the portion of the Facilities
proposed to be released is necessary or desirable in order to obtain railroad, utility
services or roads to benefit the Facilities or is not otherwise needed for the
operation of the Facilities for the purposes hereinabove stated and (ii) the release
proposed to be made will not impair the usefulness of the Facilities and will not
destroy the means of ingress thereto or egress therefrom.
Any consideration received by the City in connection with the foregoing shall be retained
by the City. No conveyance or release effected under the provisions of this section shall entitle
the City to any abatement, postponement or diminution of the amounts payable under Section 5.3
of the Appropriation Lease.
B. Except as provided by this Section 12, the Appropriation Lease or the
Trust Indenture, this Primary Lease may not be amended, changed, modified or altered without
the written consent of Bank and the City, or terminated prior to the expiration of the Term hereof
unless the Lease Payments under the Appropriation Lease have been paid in full or provision has
been made for payment thereof in accordance with the provisions of the Trust Indenture.
13. Remedies and Forbearance; Waivers. No delay or omission on the part of the
City or Bank to exercise any right or power granted herein shall impair any such right or power
nor shall such delay or omission be construed as a waiver thereof, and every such right or power
may nevertheless be exercised.
14. Costs and Attorney Fees. To the extent allowed by law, in the event a suit,
action, arbitration, or other proceeding of any nature whatsoever, including, without limitation,
any proceeding under the United States Bankruptcy Code, is instituted, or the services of an
attorney are retained, to interpret or enforce any provision of this Primary Lease or with respect
to any dispute relating to this Primary Lease, the prevailing party shall be entitled to recover
from the losing party its reasonable attorney, paralegal, accountant, and other expert fees and all
other fees, costs, and expenses actually incurred and reasonably necessary in connection
therewith. In the event of suit, action, arbitration, or other proceeding, the amount thereof shall
be determined by the judge or arbitrator, shall include fees and expenses incurred on any appeal
or review, and shall be in addition to all other amounts provided by law.
15. Applicable Law. This Primary Lease shall be governed by, and construed in
accordance with, the laws of the State.
PRIMARY LEASE - 6
56125.0001.11969905.4
16. Severability. In the event any provision of this Primary Lease shall be held
invalid or unenforceable by a court of competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision of this Primary Lease.
17. Time is of the Essence. The time of the performance of all of the covenants,
conditions, and agreements of this Primary Lease is of the essence.
18. Relationship of Parties. Nothing herein shall be construed so as to constitute a
joint venture, partnership or loan between the City and Bank.
19. Recording. The City shall cause this Primary Lease and every assignment and
modification hereof or an appropriate and sufficient memorandum thereof to be recorded in the
office of the Recorder of Bannock County, Idaho.
[The following page is the signature page.]
PRIMARY LEASE - 7
56125.0001.11969905.4
IN WITNESS WHEREOF, the City and Bank have caused this Primary Lease to be
executed by their duly authorized officers effective the date first above written.
CITY:
CITY OF CHUBBUCK, IDAHO, as Lessor
By:
Mayor
Attest:
City Clerk
BANK:
ZIONS BANCORPORATION, NATIONAL
ASSOCIATION, as Lessee
By:
Senior Vice President
PRIMARY LEASE - 8
56125.0001.11969905.4
STATE OF IDAHO )
) ss.
County of Bannock )
On this _____ day of November, 2019, before me, a Notary Public in and for said State,
personally appeared Kevin England and Joey Bowers, known or identified to me to be the Mayor
and City Clerk, respectively, of the City of Chubbuck, Idaho, the entity that executed the within
instrument or the persons who executed the instrument on behalf of said entity, and
acknowledged to me that such entity executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Notary Public for Idaho
Residing at
My commission expires
STATE OF IDAHO )
)ss.
County of Ada )
On this _____ day of November, 2019, before me, a Notary Public in and for said State,
personally appeared Twyla Lehto, known or identified to me to be a Senior Vice President and
Manager of Zions Bancorporation, National Association, the entity that executed the within
instrument, or the person who executed the instrument on behalf of said entity, and
acknowledged to me that such entity executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
_____________________________________________
Notary Public for Idaho
Residing at __________________________
My Commission Expires: ____________________
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56125.0001.11969905.4
EXHIBIT A-1
LEGAL DESCRIPTION OF CITY HALL PROPERTY
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56125.0001.11969905.4
EXHIBIT A-2
LEGAL DESCRIPTION OF POLICE FACILITIES PROPERTY
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EXHIBIT A-3
LEGAL DESCRIPTION OF ANIMAL SHELTER PROPERTY
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56125.0001.11969905.4
56125.0001.11965335.5
ANNUAL APPROPRIATION LEASE AGREEMENT
Between
ZIONS BANCORPORATION, NATIONAL ASSOCIATION,
AS LESSOR
And
CITY OF CHUBBUCK, IDAHO,
AS LESSEE
Relating to
[$12,385,000]
City of Chubbuck, Idaho Annual Appropriation Certificates of Participation, Series 2019
Dated as of November ___, 2019
Table of Contents - i
56125.0001.11965335.5
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS ......................................................................................................................... 2
Section 1.1 Definitions ............................................................................................................. 2
ARTICLE II REPRESENTATIONS ............................................................................................................ 2
Section 2.1 Representations by City ......................................................................................... 2
Section 2.2 Representations and Warranties of Bank ............................................................... 4
ARTICLE III DEMISING CLAUSE ............................................................................................................ 4
Section 3.1 Demise of the Facilities ......................................................................................... 4
ARTICLE IV COMMENCEMENT AND COMPLETION OF THE IMPROVEMENTS; ISSUANCE OF
THE CERTIFICATES; TAX COVENANTS..................................................................... 4
Section 4.1 Agreement to Construct Improvements; Assignments .......................................... 4
Section 4.2 Agreement to Issue Certificates ............................................................................. 5
Section 4.3 Disbursements ........................................................................................................ 5
Section 4.4 Tax Covenant ......................................................................................................... 5
ARTICLE V EFFECTIVE DATE OF THIS AGREEMENT; DURATION OF LEASE TERM; RENTAL
PROVISIONS ..................................................................................................................... 6
Section 5.1 Effective Date of this Agreement; Duration of Lease Term .................................. 6
Section 5.2 Delivery and Acceptance of Possession ................................................................ 6
Section 5.3 Lease Payments and Other Amounts Payable by City; Source of
Payments ................................................................................................................ 7
Section 5.4 Deposit Payments .................................................................................................. 8
Section 5.5 Obligations of City Hereunder Unconditional ....................................................... 8
ARTICLE VI MAINTENANCE, TAXES AND INSURANCE .................................................................. 8
Section 6.1 Maintenance and Modifications of Improvements ................................................ 8
Section 6.2 Taxes, Other Governmental Charges and Utility Charges ..................................... 9
Section 6.3 Insurance Required ................................................................................................ 9
Section 6.4 Application of Net Proceeds of Insurance ........................................................... 11
Section 6.5 Advances by Bank ............................................................................................... 11
ARTICLE VII DAMAGE, DESTRUCTION AND CONDEMNATION .................................................. 11
Section 7.1 Damage and Destruction ...................................................................................... 11
Section 7.2 Condemnation ...................................................................................................... 12
Section 7.3 No Liens ............................................................................................................... 13
Section 7.4 Investment of Net Proceeds ................................................................................. 13
ARTICLE VIII SPECIAL COVENANTS AND PROVISIONS ............................................................... 13
Section 8.1 Right of Access .................................................................................................... 13
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Section 8.2 City to Maintain Existence; Environmental Covenants ....................................... 13
Section 8.3 Further Assurances .............................................................................................. 14
Section 8.4 Authority of Authorized Representative of City .................................................. 14
Section 8.5 Covenant as to Litigation ..................................................................................... 14
Section 8.6 City Covenant as to Encumbrances ..................................................................... 14
Section 8.7 No Third-Party Beneficiaries ............................................................................... 14
Section 8.8 Continuing Disclosure ......................................................................................... 15
Section 8.9 Indemnification .................................................................................................... 15
Section 8.10 Environmental Representations, Warranties, Covenants and
Indemnifications .................................................................................................. 15
Section 8.11 Additional Covenants .......................................................................................... 16
ARTICLE IX ASSIGNMENT, SUBLEASING, PLEDGING AND SELLING ........................................ 17
Section 9.1 Assignment and Subleasing ................................................................................. 17
Section 9.2 Restrictions on Sale by Bank ............................................................................... 17
ARTICLE X EVENTS OF DEFAULT AND REMEDIES ........................................................................ 17
Section 10.1 Events of Default Defined ................................................................................... 17
Section 10.2 Remedies on Default or Event of Nonrenewal .................................................... 18
Section 10.3 No Duty of Bank to Mitigate Damages ............................................................... 19
Section 10.4 No Remedy Exclusive ......................................................................................... 19
Section 10.5 Agreement to Pay Attorneys’ Fees and Expenses ............................................... 19
Section 10.6 No Additional Waiver Implied by One Waiver ................................................... 19
ARTICLE XI OPTIONS TO PURCHASE ................................................................................................ 19
Section 11.1 General Option to Purchase Facilities.................................................................. 19
Section 11.2 Purchase Price ...................................................................................................... 19
Section 11.3 Options to Purchase Facilities in Certain Events ................................................. 20
Section 11.4 Option to Purchase Upon Expiration of the Lease Term ..................................... 20
Section 11.5 Conveyance on Purchase ..................................................................................... 21
Section 11.6 Survival of Options to Purchase .......................................................................... 21
ARTICLE XII MISCELLANEOUS ........................................................................................................... 21
Section 12.1 Notices ................................................................................................................. 21
Section 12.2 Binding Effect ...................................................................................................... 22
Section 12.3 Severability .......................................................................................................... 22
Section 12.4 Amendments, Changes and Modifications .......................................................... 22
Section 12.5 Execution in Counterparts ................................................................................... 22
Section 12.6 No Offsets ............................................................................................................ 22
Section 12.7 Recording ............................................................................................................. 22
Section 12.8 Governing Law .................................................................................................... 22
Section 12.9 Surrender and Holding Over ................................................................................ 22
Section 12.10 Limitation of Liability ......................................................................................... 22
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56125.0001.11965335.5
EXHIBIT A-1 Legal Description of City Hall Property
EXHIBIT A-2 Legal Description of Police Facilities Property
EXHIBIT A-3 Legal Description of Animal Shelter Property
EXHIBIT B Lease Payments
EXHIBIT C Permitted Encumbrances
EXHIBIT D Form of Requisition
EXHIBIT E Form of Intent to Renew
EXHIBIT F Form of Notice of Renewal
ANNUAL APPROPRIATION LEASE AGREEMENT - 1
56125.0001.11965335.5
ANNUAL APPROPRIATION LEASE AGREEMENT
THIS ANNUAL APPROPRIATION LEASE AGREEMENT (this “Lease”), dated as of
November ___, 2019 (the “Effective Date”), between ZIONS BANCORPORATION, NATIONAL
ASSOCIATION, as Lessor (hereinafter, “Bank”), and the CITY OF CHUBBUCK, IDAHO, as Lessee
(“City”).
WITNESSETH:
WHEREAS, the City is a municipal corporation operating and existing under and pursuant to the
provisions of the Constitution and laws of the State of Idaho (the “State”); and
WHEREAS, City is authorized under the laws of the State to acquire, operate and maintain
property and is authorized to enter into lease agreements relating to the land and buildings to be used for
its purposes; and
WHEREAS, under and pursuant to a Trust Indenture dated as of the date hereof (the “Tr ust
Indenture”) by and among City, Bank, and Zions Bancorporation, National Association, as trustee (the
“Trustee”), the Trustee has determined, at the direction of the Bank, to issue certain certificates of
participation to provide funds to finance the cost of acquisition by City of the Improvements (defined
below) and to pay the Costs of Issuance thereof, which certificates shall be designated the “City of
Chubbuck, Idaho Annual Appropriation Certificates of Participation, Series 2019,” and shall be issued in
the aggregate principal amount of [$12,385,000] (the “Certificates”); and
WHEREAS, the proceeds of the Certificates shall be used to finance costs of (i) reimbursement of
land acquisition by the City and construction of a new City Hall thereon (the “City Hall Project”), (ii)
renovation and conversion of the City’s existing City Hall to police facilities (the “Police Facilities
Project”), and (iii) construction of a new animal shelter on property currently owned by the City (the
“Animal Shelter Project,” and together with the City Hall Project and the Police Facilities Project, the
“Improvements”), as well as (iv) the Costs of Issuance of the Certificates; and
WHEREAS, the real property associated with the City Hall Project (the “City Hall Property”), the
real property and existing improvements associated with the Police Facilities Project (the “Police
Facilities Property”), and the real property associated with the Animal Shelter Project (the “Animal
Shelter Property,” and together with the City Hall Property and Police Facilities Property, the “Property”)
is specifically described on the attached Exhibits A-1, A-2 and A-3, respectively; and
WHEREAS, City and Bank have agreed to enter into a Primary Lease dated as of the date hereof
(the “Primary Lease”) under the terms of which City will lease to Bank the Property together with the
Improvements to be constructed thereon (the Property and Improvements collectively referred to herein as
the “Facilities”); and
WHEREAS, City and Bank hereby agree to enter into this Lease under the terms of which Bank,
as lessor, will lease the Facilities back to the City and City will pay lease payments in an amount
sufficient to pay the principal, premium, if any, and interest on the Certificates as the same become due
and payable (the “Lease Payments”); and
WHEREAS, the Certificates shall be secured by, among other things, the Trust Estate, as that
term is defined in the Trust Indenture; and
ANNUAL APPROPRIATION LEASE AGREEMENT - 2
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WHEREAS, the execution and delivery of the Certificates and the execution and delivery of this
Lease have been in all respects duly and validly authorized by an ordinance or other official action duly
adopted by City, and all things necessary to make the Certificates, when executed and authenticated by
the Trustee, valid and binding legal obligations of City and to make this Lease a valid and binding
agreement and pledge of the revenues made in the Trust Indenture to the payment of the principal of,
premium, if any, and interest on the Certificates, have been done.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto formally covenant, agree and bind themselves as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. Capitalized terms herein, unless defined herein, shall have the
meanings set forth in the Trust Indenture, except where the context indicates otherwise.
ARTICLE II
REPRESENTATIONS
Section 2.1 Representations by City. City represents and warrants that:
(a) City is a municipal corporation operating and existing under and pursuant to the
provisions of the Constitution and laws of the State, is authorized to enter into the transactions
contemplated by this Lease and to carry out its obligations hereunder.
(b) Neither the execution and delivery of this Lease, the Primary Lease or the Trust
Indenture, the consummation of the transactions contemplated in each, nor the fulfillment of or
compliance with the terms and conditions of this Lease, the Primary Lease or the Trust Indenture,
conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any
agreement or instrument to which City is now a party or by which it is bound or constitutes a default
under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or
encumbrance of any nature whatsoever upon any of the property or assets of City under the terms of any
instrument or agreement.
(c) City is authorized to enter into the transactions contemplated by this Lease, the Primary
Lease and the Trust Indenture, and to carry out its obligations thereunder, and has duly authorized the
execution and delivery of this Lease, the Primary Lease and the Trust Indenture.
(d) City will cause to be obtained and will cause to be maintained all necessary governmental
approvals for the Facilities, and is and will be in compliance with all planning, zoning, parking, sanitary
and building laws, ordinances and regulations applicable to the Facilities.
(e) All utility services necessary for the Facilities, and the operation thereof for the intended
purposes, are either available or City will cause all necessary steps to be taken to assure the complete
construction and installation thereof as a part of the Improvements.
(f) City has not made and will not make any contract or arrangement of any kind, the
performance of which by the other party would give rise to a lien (other than a Permitted Encumbrance)
on the Facilities.
ANNUAL APPROPRIATION LEASE AGREEMENT - 3
56125.0001.11965335.5
(g) City acknowledges and recognizes that this Lease will terminate at the end of the Initial
Term or any Renewal Term in the event that sufficient funds are not budgeted by City or available to pay
the Lease Payments under this Lease during the next occurring Renewal Term, and that the act of
budgeting funds is solely within the discretion of the Council of the City.
(h) The financing of the Improvements is necessary and in furtherance of City’s lawful
purposes and will allow the City to provide adequate municipal facilities.
(i) City will lawfully operate the Improvements as part of its Facilities, free of unlawful
discrimination, and will comply with Title VII of the Civil Rights Act prohibiting discrimination based on
race, religion, creed, color, sex, age or national origin.
(j) Subject to City’s determination to annually renew this Lease pursuant to Section 5.1
hereof, City will duly and punctually pay the amounts and satisfy its obligations required under this
Lease, recognizing that time is of the essence.
(k) There is no fact that materially adversely affects or that will materially adversely affect
the properties, activities, prospects or condition (financial or otherwise) of City or the ability of City to
make all payments required and otherwise perform its obligations under this Lease.
(l) There are no proceedings pending, or to the knowledge of City threatened, against or
affecting City in any court or before any governmental authority or arbitration board or tribunal that, if
adversely determined, would materially adversely affect the properties, activities, prospects or condition
(financial or otherwise) of City or the ability of City to make all payments required and otherwise perform
its obligations under this Lease.
(m) The consummation of the transactions provided for in this Lease and compliance by City
with the provisions of this Lease are within City’s lawful powers and have been duly authorized by all
necessary action on the part of City.
(n) No event has occurred and no condition exists that, upon execution of this Lease, would
constitute an event of default hereunder. City is not in violation in any material respect, and has not
received notice of any claimed violation, of any term of any agreement or other instrument to which it is a
party or by which it or its property may be bound.
(o) To the best of its knowledge, City is in compliance with all laws, ordinances,
governmental rules and regulations to which it is subject, and has obtained all licenses, permits, franchises
or other governmental authorizations necessary to the ownership of its property or to the conduct of its
activities.
(p) (i) Neither City nor, to the best knowledge of City, any other person, has stored, disposed
or released in, on or about the Facilities any Hazardous Substances the removal or remediation of which is
or could be required, or the maintenance of which is prohibited or penalized, by any applicable
Environmental Laws, and the Facilities are free from all such Hazardous Substances; (ii) City has not at
any time disposed or caused to be disposed on the Facilities any Hazardous Substances generated or
existing as a result of City’s ownership of the Facilities in a manner which will or could cause City to be
or become liable for a fine or penalty or a monetary or performance obligation arising from or related to
such disposal; (iii) to the best knowledge of City in connection with its ownership of the Facilities, City
has no contingent liability in connection with the release of any Hazardous Substances into the
environment, except as has been previously disclosed in writing to Bank; (iv) City has not given any
release or waiver of liability that would waive or impair any claim based on Hazardous Substances to
ANNUAL APPROPRIATION LEASE AGREEMENT - 4
56125.0001.11965335.5
(a) a prior owner or occupant of the Facilities, or (b) any party who may be potentially responsible for the
presence of Hazardous Substances on the Facilities; and (v) no in-service underground storage tanks are
located on the Facilities.
(q) Nothing in this Lease shall be construed to require City to exercise its Options to
Purchase the Bank’s interest in the Facilities as provided in Article XI hereof.
Section 2.2 Representations and Warranties of Bank. Bank represents and warrants for
the benefit of City as follows:
(a) Bank is a national banking association duly organized and existing under the laws of the
United States and duly qualified to transact business of the type contemplated by this Lease, the Primary
Lease and the Trust Indenture, and has all necessary power to own its properties and assets and to carry
on its business as now conducted.
(b) The consummation of the transactions contemplated by this Lease, the Primary Lease,
and the Trust Indenture will not violate the provisions of, or constitute a breach or default under, the
articles of incorporation, charter or bylaws of Bank or any agreement to which Bank is a party.
ARTICLE III
DEMISING CLAUSE
Section 3.1 Demise of the Facilities. Bank will retain a leasehold interest in the Facilities
until such time as City may have exercised one of its Options to Purchase pursuant to Article XI hereof or
until the expiration of the Primary Lease, whichever shall first occur. Bank demises and leases to City,
and City leases from Bank, the Facilities during the Initial Term, subject to annual renewal thereafter in
accordance with the provisions of this Lease, and subject to Permitted Encumbrances set forth on Exhibit
C to this Lease. Unless the context of the provisions in this Lease clearly indicate otherwise, all
provisions herein are in effect during the Lease Term, which includes the Effective Date of this Lease and
ending on September 30, 2020, constituting the Initial Term, and any Renewal Terms, none of which
shall exceed one Fiscal Year in length. All obligations of City hereunder shall cease upon an Event of
Nonrenewal, unless otherwise set forth herein.
ARTICLE IV
COMMENCEMENT AND COMPLETION OF THE IMPROVEMENTS;
ISSUANCE OF THE CERTIFICATES; TAX COVENANTS
Section 4.1 Agreement to Construct Improvements; Assignments. Bank hereby appoints
City as its agent for the construction of the Improvements, for so long as this Lease shall be in effect.
(a) City agrees that:
(1) It will cause the Improvements to be constructed, acquired and installed for use
as municipal facilities and improvements thereto; and
(2) It will construct, acquire and install the Improvements with all reasonable
dispatch, subject only to delays caused by acts beyond its reasonable control.
(b) City hereby assigns and transfers to Bank all of City’s present and future rights, title and
interest in and to any and all construction contracts related to the Improvements to be constructed,
including without limitation, all subcontracts, rights and amendments relating thereto and all related
ANNUAL APPROPRIATION LEASE AGREEMENT - 5
56125.0001.11965335.5
substitute or replacement contracts (collectively, the “Assigned Rights”). Neither this assignment nor any
action by Bank shall constitute an assumption by Bank of any obligations under the Assigned Rights, and
City shall, subject to the terms thereof, continue to be liable for all obligations thereunder. This
assignment shall survive an Event of Nonrenewal.
(c) City shall in connection with the Improvements, secure from the contractor or any
subcontractor, performance and payment bonds satisfactory to the Trustee, executed by a responsible
surety company authorized to do business in the State of Idaho in a penal sum equal to the entire amount
to become payable under the contract with such contractor, naming Bank and the Trustee as additional
obligees. Each such bond shall be delivered by City to the Trustee promptly upon receipt thereof by City
and must be kept in force until the Final Completion Date (as defined under Section 4.3 herein). In the
event of default by the Contractor or any subcontractor or supplier under any contract in connection with
the Improvements or in the event of breach of warranty with respect to any material, workmanship or
performance guarantee, City will promptly proceed to exhaust any remedies against the contractor,
subcontractor or supplier in default and against any surety for the performance of such contract or failure
to make required payments. City shall advise Bank and the Trustee of the steps it intends to t ake in
connection with any such default. Any net amounts (gross recovery less expenses of litigation) recovered
by way of damages, refunds, adjustments or otherwise in connection with the foregoing shall be used by
City to complete the Improvements if received prior to the Final Completion Date and otherwise shall be
used by City to pay its obligations hereunder, unless the Trustee and Bank give approval for some other
use of such net amounts.
Section 4.2 Agreement to Issue Certificates. Pursuant to the Trust Indenture in order to
provide funds to finance the Costs of Acquisition and Construction of the Improvements and to pay the
Costs of Issuance of the Certificates, the Trustee shall cause to be issued and delivered the Certificates to
the initial purchasers thereof and will deposit the Net Certificate Proceeds as follows:
(a) In the Costs of Issuance Fund, the sum of $________, representing total Costs of
Issuance of the Certificates, net of the underwriter’s discount of $__________; and
(b) In the Construction Fund, the amount of $____________.
Section 4.3 Disbursements; Final Completion Date. City is authorized, pursuant to Section
3.1(c) of the Trust Indenture, to request payment from the Construction Fund to pay Costs of Acquisition
and Construction of the Improvements. Such payment shall be made upon receipt by the Trustee of a
requisition (in the form set forth in Exhibit D hereto) signed by an Authorized Representative of City.
The Trustee shall only make or allow payments for which it has received a signed requisition.
Prior to the last disbursement for payment of Costs of Acquisition and Construction of the
Improvements, City shall furnish to the Trustee a certificate of an Authorized Representative(s) that the
Improvements have been completed and that the Facilities are free of all mechanics’ and materialmen’s
liens (the date of such certificate shall constitute the “Final Completion Date”).
Section 4.4 Tax Covenant. City covenants for the benefit of the Holders of the Certificates
and Bank that during the Lease Term it will not take any action or omit to take any action with respect to
the Certificates, the proceeds thereof, any other funds of City or any improvements financed or refinanced
with the proceeds of the Certificates if such action or omission (i) would cause the interest on the
Certificates to be included in gross income for federal income tax purposes under Section 103 of the
Code, (ii) would cause interest on the Certificates to lose its exclusion from alternative minimum taxable
income as defined in Section 55(b)(2) of the Code, or (iii) would cause interest on the Certificates to lose
its exclusion from State taxable income under present State law.
ANNUAL APPROPRIATION LEASE AGREEMENT - 6
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ARTICLE V
EFFECTIVE DATE OF THIS AGREEMENT;
DURATION OF LEASE TERM; RENTAL PROVISIONS
Section 5.1 Effective Date of this Agreement; Duration of Lease Term.
(a) This Lease shall become effective on the Effective Date, and the Initial Term shall then
begin, and, subject to the provisions of this Lease (including particularly subsection (c) below), shall
expire on September 30, 2020, or as otherwise provided in this Lease, or on such sooner date as the
Certificates shall have been fully paid and retired or provision for such payment shall have been made as
provided in the Trust Indenture and all other expenses or sums to which Bank and Trustee are entitled,
both under this Lease and the Trust Indenture, have been paid.
(b) On or before August 1 of each year, City, in its sole discretion, may deliver to the Bank
and Trustee its Notice of Intent to Renew, in the form attached as Exhibit E hereto, together with
confirmation that the City Council shall consider at an August meeting an appropriation of funds
sufficient to pay Lease Payments for the next subsequent Renewal Term. The Notice of Intent to Renew
shall be conditional on the City Council’s budgeting of funds therefor and shall not constitute a renewal
of this Lease nor obligate City to budget funds for the purpose of such renewal. In the event the Bank and
Trustee shall not have received the Notice of Intent to Renew by August 1 of each year, the Bank or
Trustee will notify City of such non-receipt, and City shall then have until August 15 to deliver to the
Bank and Trustee its Notice of Intent to Renew.
Provided the Notice of Intent to Renew has been delivered timely, the City Council may, at its
option, renew this Lease by budgeting funds therefor and by thereafter providing to the Bank and Trustee
a Notice of Renewal, in the form attached hereto as Exhibit F, accompanied by a certified copy of the
ordinance or other official action of the City Council adopting its budget which includes the expenditure
of funds for the Lease Payment for said Renewal Term or otherwise evidencing the appropriation of the
Lease Payment for the next Renewal Term. The Notice of Renewal shall be due to the Bank and Trustee
promptly following the adoption of the City’s budget containing the appropriation and in no event later
than September 15 preceding the next Renewal Term. The budgeting of funds as aforesaid shall
constitute a valid and enforceable obligation of City for the payment of such funds for such Renewal
Term and shall not be subject to abatement for any cause.
If City fails to deliver the Notice of Intent to Renew by August 15, or the Notice of Renewal by
September 15, or if City shall at any time notify Bank and Trustee that City has elected to not renew this
Lease for an additional Renewal Term, an Event of Nonrenewal shall be deemed to have occurred and
Bank may exercise the remedies provided herein and the Trustee may exercise the remedies provided
under the Trust Indenture upon such occurrence.
(c) Subject to the preceding sections, this Lease may be renewed for a total of not more than
twenty-four (24) consecutive one year Renewal Terms, with the initial Renewal Term commencing on
October 1, 2020.
(d) It is the intention of the City Council that the decision to renew or not to renew this Lease
and to budget or not budget funds for Lease Payments shall be made solely by the City Council and not
by any other officer of City.
Section 5.2 Delivery and Acceptance of Possession. Bank shall deliver to City sole and
exclusive possession of the Facilities (subject to the right of Bank to enter thereon and have access thereto
pursuant to Section 8.1 hereof) on the date of commencement of the Initial Term, and City agrees to
ANNUAL APPROPRIATION LEASE AGREEMENT - 7
56125.0001.11965335.5
accept possession of the Facilities upon such date. Bank covenants and agrees that after the date of
commencement of the Initial Term it will not take any action, other than pursuant to Article X of this
Lease or Article VII of the Trust Indenture, to prevent City from having quiet and peaceable possession
and enjoyment of the Facilities during the Lease Term (subject to the right of Bank to enter thereon and
have access thereto pursuant to Section 8.1 hereof) and will cooperate with City for that purpose. This
Lease constitutes a “triple net” lease, requiring City, as lessee, to pay all expenses, taxes, fees, insurance
premiums, rebate payments with respect to the Certificates and costs associated with the Facilities, subject
to appropriation by City therefor, and without the right of offset, as provided herein.
Section 5.3 Lease Payments and Other Amounts Payable by City; Source of Payments.
City shall pay Lease Payments during the Lease Term as provided in this Section 5.3:
(a) The obligation of City to make Lease Payments extends only through the Initial Term,
and any Renewal Term. Such obligation terminates at the expiration of the Initial Term or any Renewal
Term, as applicable. City shall make Lease Payments for the Initial Term, and any Renewal Term then in
effect, until the principal of, premium, if any, and interest on the Certificates in the amount of the Lease
Payments due hereunder shall have been paid or provision for the payment thereof shall have been made
in accordance with the Trust Indenture, into the Debt Service Fund on or before each Lease Payment Date
of each year during the Lease Term, commencing the Effective Date of the Initial Term, and thereafter on
December 1 of each Renewal Term, in an amount such that there will be an aggregate amount sufficient
to pay the amount of principal, if any, including any mandatory redemptions, and interest which will
become due, as applicable, on the Outstanding Certificates on the next March 1 and September 1 payment
dates; provided, however, that any amount in the Debt Service Fund on a Lease Payment Date in excess
of the aggregate amount then required to be held pursuant to this Section 5.3 shall be credited against the
Lease Payments due on such date.
(b) Notwithstanding the provisions of the above Section 5.3(a), with respect to the Initial
Term, on the later of December 1, 2019, or the Effective Date hereof, City shall pay to the Trustee, for
deposit into the Debt Service Fund, the Lease Payment for the Initial Term in the amount set forth on
Exhibit B hereto, which amount shall be used to pay the interest due on the Certificates on March 1, 2020,
and September 1, 2020.
(c) Bank or Trustee shall provide City with written notice at least 15 calendar days prior to
each December 1 of each Renewal Term specifying (i) the amount of monies in the Debt Service Fund,
and (ii) the amount City must deposit in the Debt Service Fund as Lease Payments. On or before the fifth
(5th) day next preceding any redemption date, for which a notice of redemption has been given pursuant
to Article VI of the Trust Indenture (other than pursuant to Section 6.5 of the Trust Indenture), City shall
pay as rent for deposit in the Debt Service Fund an amount of money which, together with other moneys
available therefor in the Debt Service Fund, is sufficient to pay the interest, principal of and premium, if
any, on the Certificates to be redeemed. If on any Lease Payment Date the amount held in the Debt
Service Fund is insufficient to make the required payments of principal, premium, if any, and interest on
the Certificates for the Lease Term, City shall forthwith pay such deficiency as rent hereunder for deposit
in the Debt Service Fund.
The schedule set forth in Exhibit B attached hereto describes the Lease Payments to be made by
City during each Lease Term, if annually renewed. Exhibit B shall be automatically modified, and the
Lease Payments reduced, to reflect reduced amounts of interest and principal that will become due on the
Certificates as a result of a partial redemption or defeasance of the Certificates pursuant to the Trust
Indenture.
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At the option of City, to be exercised by delivery of a written certificate to Bank, in its capacities
as Lessor and Trustee, on or before the forty-fifth (45th) day next preceding any Lease Payment Date,
City may deliver Certificates owned by City to the Trustee for cancellation. Each Certificate so delivered
shall be credited at 100% of the principal amount thereof against the obligation of City to make Lease
Payments on such Lease Payment Date.
(d) City may pay the Lease Payments from any lawful source of funds.
(e) City shall also pay all taxes and assessments, general or special, concerning the Facilities,
or any part thereof, during the Lease Term and any other governmental charges and impos itions
whatsoever, and all utility and other charges and assessments, in the manner, at the times and under the
conditions more specifically provided in Section 6.2 hereof.
(f) City agrees to pay to Bank the reasonable and necessary fees and expenses of Bank
hereunder and of the Trustee under the Trust Indenture during the Lease Term from funds appropriated
therefor.
(g) City agrees to pay to Trustee during the Lease Term from funds appropriated therefor any
amount required to be paid to the United States of America pursuant to Section 148(f) of the Code to the
extent amounts on deposit in the Rebate Fund are insufficient for such purpose.
In the event City should fail to make any of the payments required by this Section 5.3, the item or
installment in default shall continue as an obligation of City until the amount in default shall have been
fully paid, and City agrees to pay the same, and except with respect to payments required by subsections
(e), (f) and (g) of this Section 5.3, with interest thereon at the Bank’s base rate or other index used by the
Bank when engaging in lending activities (the “Advance Rate”).
Section 5.4 Deposit Payments. The Lease Payments provided for in Section 5.3(a) hereof
shall be paid to the Trustee and shall be deposited in the Debt Service Fund. The payments to be made
under Section 5.3(f) hereof shall be paid directly to Bank, for use in its applicable capacity. The payments
to be made pursuant to Section 5.3(g) hereof shall be paid to the Trustee for deposit in the Rebate Fund.
Section 5.5 Obligations of City Hereunder Unconditional. During the Lease Term, the
obligation of City to make the payments required in Section 5.3 hereof and to maintain the Facilities and
to perform and observe the other agreements on its part contained herein shall be absolute and
unconditional; and City will not discontinue such payments for any cause including, without limiting the
generality of the foregoing, delay or failure to acquire and complete the Improvements, any acts or
circumstances that may constitute failure of consideration, eviction or constructive eviction from the
Facilities, destruction of or damage to the Facilities, commercial frustration of purpose, or change in the
tax or other laws or administrative rulings of or administrative actions by the United States of America or
the State or any political subdivision of either.
ARTICLE VI
MAINTENANCE, TAXES AND INSURANCE
Section 6.1 Maintenance and Modifications of Improvements. During the Lease Term
from funds appropriated therefor, City agrees that it will at its own expense (i) keep the Facilities in as
reasonably safe condition as its operations permit, (ii) to maintain a level of quality and operation of the
Facilities that is at least comparable to the level of quality of character and operation of similar property,
and (iii) keep the Facilities in good repair and in good operating condition, making from time to time all
necessary repairs thereto (including external and structural repairs) and renewals and replacements
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thereof. City may also at its own expense make from time to time any additions, modifications or
improvements to the Facilities it may deem desirable for its purposes that do not adversely affect the
structural integrity of the Facilities or substantially reduce the value or impair the character of the
Facilities; provided that all such additions, modifications and improvements to the Facilities shall comply
with all applicable building code regulations and ordinances. All such additions, modifications and
improvements made by City shall become a part of the Facilities. City will not permit any mechanics’
lien, security interest or other encumbrance to be established or to remain against the Facilities for labor
or materials furnished; provided, that if City first notifies Bank of its intention to do so, City may in good
faith contest any mechanics’ or other liens filed or established against the Facilities if City furnishes the
Trustee with a bond or cash deposit equal to at least the amount so contested or with an Opinion of
Counsel stating that by nonpayment of any such items the lien of this Lease or the Trust Indenture will
not be materially endangered or the Facilities or any part thereof will not be subject to loss or forfeiture.
The proceeds of the bond or the cash deposit may be used by the Trustee to satisfy the lien if action is
taken to enforce the lien and such action is not stayed. The bond or cash deposit shall be returned to City
if the lien is successfully contested. If City is unable or otherwise fails to obtain such a bond or provide
such a cash deposit or such an Opinion of Counsel, City shall cause such liens to be paid promptly subject
to appropriation by the City.
Section 6.2 Taxes, Other Governmental Charges and Utility Charges. During the Lease
Term from funds appropriated therefor, City will pay promptly (i) all taxes and governmental charges of
any kind whatsoever that may at any time be lawfully assessed or levied against, or with respect to, the
Facilities or any interest therein or any machinery, equipment or other property installed or brought by
any person therein or thereon; (ii) all utility, water, sewer, electrical, license fees and other charges
incurred in the operation, maintenance, use, occupancy and upkeep of the Facilities; and (iii) all
assessments and charges lawfully made by any governmental body for public improvements that may be
secured by a lien on the Facilities; provided, that with respect to special assessments or other
governmental charges that may lawfully be paid in installments over a period of years, City shall be
obligated to pay only such installments as may have become due during the Lease Term.
City may, at its expense, in good faith, contest any such taxes, assessments and other charges and,
in the event of any such contest, may permit the taxes, assessments or other charges contested to remain
unpaid during the period of such contest and any appeal therefrom if City furnishes the Trustee with a
bond or cash deposit equal to at least the amount so contested or with an Opinion of Counsel stating that
by nonpayment of any such items the lien of this Lease or the Trust Indenture will not be materially
endangered or the Facilities or any part thereof will not be subject to loss or forfeiture. The proceeds of
the bond or the cash deposit may be used by the Trustee to satisfy the lien if action is taken to enforce the
lien and such action is not stayed. The bond or cash deposit shall be returned to City if the lien is
successfully contested. If City is unable or otherwise fails to obtain such a bond or provide such a cash
deposit or such an Opinion of Counsel, City shall cause such taxes, assessments and other charges to be
paid promptly. In the event that City shall fail to pay any of the foregoing items required by this Section
6.2 to be paid by City, Bank may (but shall be under no obligation to) pay the same, and any amounts so
advanced therefor by Bank shall become an additional obligation of City during the Lease Term, which
amounts, together with interest thereon at the Advance Rate, City agrees to pay on demand subject to
appropriation by the City.
Section 6.3 Insurance Required. During the Lease Term from funds appropriated therefor,
City agrees to insure the Facilities in such amounts and in such manner and against such loss, damage and
liability, including liability to third parties, as are customary for property of similar function and scope to
the Facilities, taking into account liability limits provided by State law, or as may be reasonably requested
by the Bank and, to the extent not paid by contractors during construction or acquisition of the
Improvements, to pay the premiums with respect thereto, including, but not limited to:
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(a) Until the Final Completion Date, builder’s risk insurance to the extent of the full
insurable value of the Improvements, unless some lesser amount is approved by Bank.
(b) Insurance against loss or damage to the Facilities by fire, lightning, vandalism and
malicious mischief, with uniform standard extended coverage endorsement limited only as may be
provided in the standard form of extended coverage endorsement at the time i n use in the State of Idaho,
to such extent as is necessary to provide for not less than full replacement cost of the Facilities. Such
coverage must apply exclusively to the Facilities and must be available to repair/rebuild such facilities
under all circumstances after the occurrence of an insured peril. Full payment of insurance proceeds up to
the required policy dollar limit in connection with damage to the Facilities shall, under no circumstances,
be contingent on the degree of damage sustained at other facilities owned or leased by City. The policy
must explicitly waive any co-insurance penalty.
(c) Insurance against liability for bodily injury to or death of persons and for damage to or
loss of property occurring on or about the Facilities or in any way related to the operation of the Facilities,
in the maximum amount of $500,000 for the death of or bodily injury in connection with each occurrence;
and $500,000 for property damage in connection with each occurrence.
(d) Use and occupancy insurance to such extent as is necessary to cover loss of revenues
resulting from any damage to or destruction of the Facilities or any part thereof.
(e) Workmen’s compensation insurance, disability benefits insurance and such other forms
of insurance as City is required by law to provide with respect to the Facilities.
(f) Vehicular public liability insurance with limits of no more than $500,000 per occurrence
to protect City from claims from bodily injury and/or death, and no more than $500,000 against claims for
damage to property of others which may arise from City’s operation of vehicles.
(g) Boiler and machinery coverage with respect to any steam and pressure boilers and similar
apparatus located in the Facilities in such amounts as industry standards would dictate.
(h) As required by the Primary Lease, an original leasehold owner’s policy of title insurance
(standard coverage) in an amount not less than $_________] showing that Bank, in its capacity of Lessee
thereunder and the Trustee, as assignee of Bank’s leasehold interest therein, have valid leasehold interests
in the Facilities, as their interests may appear of record, subject only to Permitted Encumbrances.
All policies maintained pursuant to this Section 6.3 (except for workmen’s compensation
insurance) shall name City and Bank as insureds, and the Trustee as an additional insured, as their
respective interests may appear. Such policies or certificates of insurance shall (i) provide that any losses
shall be payable notwithstanding any act or negligence of City, Bank, or Trustee, and (ii) provide that no
cancellation, reduction in amount or material change in coverage thereof shall be effective until at least 30
days after receipt of written notice thereof by City, Bank and Trustee. Upon recommendations of an
Insurance Consultant who is familiar with the Facilities and the provisions of this Lease, City may agree
to any reduction, increase or modification, including providing for coverage of additional perils, of the
insurance requirements hereunder to such as are adequate and customary for similar institutions and
similar projects of like size and operation, and is reasonably obtainable. City shall provide written notice
to Bank and Trustee of any such reduction, increase or modification.
City will deliver to Bank and Trustee promptly upon request, but in any case within 60 days after
the end of each calendar year, a certificate of an Authorized Representative of City setting forth the
particulars as to all insurance policies maintained by City pursuant to this Section 6.3 and certifying that
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such insurance policies comply with the provisions of this Section 6.3 and that all premiums then due
thereon have been paid. Upon request City shall provide the Bank and Trustee with a report of an
Insurance Consultant who is familiar with the Facilities and the provisions of this Lease that the insurance
maintained by City meets industry standards.
Notwithstanding anything to the contrary in this Section 6.3 or elsewhere in this Lease, Bank
acknowledges that City is insured through the Idaho Counties Risk Management Program (“ICRMP”) and
Bank agrees that: (i) ICRMP coverage is acceptable and in compliance with the requirements of this
Lease; and (ii) any insurance requirement or obligation in this Lease which is contrary to insurance
offered by ICRMP or unavailable through ICRMP is void and inapplicable as to the City, including,
without limitation, any disallowance by ICRMP of provisions for additional insureds, indemnity and
waiver of subrogation; provided, however, City shall use commercially reasonable efforts to negotiate terms
with ICRMP that deviate as little as possible from the insurance requirements set forth in this Lease.
Section 6.4 Application of Net Proceeds of Insurance. The Net Proceeds of the insurance
with respect to the Facilities carried pursuant to subparagraphs (b), (d) and (g) of the first paragraph of
Section 6.3 hereof shall be applied as provided in Section 7.1 hereof. The Net Proceeds of insurance with
respect to the Facilities carried pursuant to subparagraphs (c), (e) and (f) of the first paragraph of Section
6.3 hereof shall be applied toward extinguishment or satisfaction of the liability or loss with respect to
which such insurance proceeds have been paid. The Net Proceeds of the title insurance carried pursuant
to paragraph (h) of the first paragraph of Section 6.3 shall be applied (i) to the correction of the title defect
giving rise to such Net Proceeds or (ii) to the payment of the purchase price of the Bank’s interest in the
Facilities pursuant to Article XI hereof.
Section 6.5 Advances by Bank. In the event City shall fail to maintain the full insurance
coverage required by this Lease or shall fail to keep the Facilities in as reasonably safe condition as its
operating condition will permit, or shall fail to keep the Facilities in good repair and good operating
condition, Bank may (but shall be under no obligation to) take out the required policies of insurance and
pay the premiums on the same or make the required repairs, renewals and replacements; and all amounts
advanced therefor by Bank during the Lease Term shall become an additional obligation of City to Bank,
which amounts, together with interest thereon at the Advance Rate, City agrees to pay on demand, subject
to appropriation by City.
ARTICLE VII
DAMAGE, DESTRUCTION AND CONDEMNATION
Section 7.1 Damage and Destruction. If the Facilities are destroyed or damaged by fire or
other casualty to such extent that the claim for loss under the insurance policies resulting from such
destruction or damage is less than $500,000, the Net Proceeds of insurance shall be paid to City and shall
be held or used by City for such purposes as City may deem appropriate. City shall not by reason of the
payment with respect to such destruction or damage be entitled to any reimbursement from Bank or the
Holders of the Certificates or any postponement, abatement or diminution of the Lease Payments and
other payments required to be made under Section 5.3 hereof.
If the Facilities are destroyed or damaged (in whole or in part) by fire or other casualty to such
extent that the claim for loss under the insurance policie s resulting from such destruction or damage is
$500,000 or more, City shall promptly give written notice thereof to Bank and the Trustee. Except as
provided in the next paragraph, all Net Proceeds of insurance resulting from such claims for losses of
$500,000 or more shall be paid to and held by the Trustee in a separate trust account, whereupon (i)
during the Lease Term, City will promptly repair, rebuild or restore the Facilities damaged or destroyed to
substantially the same value and condition as it existed prior to such damage or destruction, with such
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changes, alterations and modifications (including the substitution and addition of other property) as may
be desired by City, and will not impair operating unity, or the value of the Facilities, and (ii) the Trustee,
upon receipt of a written requisition of City, will apply so much as may be necessary of the Net Proceeds
of such insurance to payment of the costs of such repair, rebuilding or restoration, either on completion
thereof or as the work progresses. Any balance of such Net Proceeds remaining after City notifies the
Trustee in writing that the payment of all the costs of such repair, rebuilding or restoration have been
made shall be transferred by the Trustee to the Debt Service Fund and applied to the payment of the
principal of the Certificates on the next payment date or dates thereof. In the event such Net Proceeds are
not sufficient to pay in full the costs of such repair, rebuilding or restoration, City will, during the Lease
Term and subject to appropriation therefor, nonetheless complete the work thereof and will pay any costs
thereof in excess of the amount of said Net Proceeds. City shall not by reason of the payment of such
excess costs be entitled to any reimbursement from Bank or the Holders of the Certificates or any
postponement, abatement or diminution of the Lease Payments and other payments required to be paid
under Section 5.3 hereof.
All Net Proceeds of insurance resulting from claims for losses specified in the first sentence of
the preceding paragraph of $500,000 or more may be used to redeem Certificates; provided (1) all of the
Certificates are to be redeemed in accordance with the Trust Indenture upon exercise of the Options to
Purchase, or (2) in the event that less than all of the Certificates are to be redeemed, City shall furnish to
Bank and the Trustee a Consulting Architect’s Certificate stating (i) that the portion of the Facilities
damaged or destroyed is not essential to City’s use or occupancy of the Facilities, or (ii) that the Facilities
has been restored to a condition substantially equivalent to its value and condition prior to the damage or
destruction.
Section 7.2 Condemnation. In the event that title to, or the temporary use of, the Facilities
or any part thereof shall be taken under the exercise of the power of eminent domain by any governmental
body or by any person, firm or corporation acting under governmental authority, City shall be obligated
during the Lease Term to continue to make the Lease Payments and other payments specified in Section
5.3 hereof. In the event the Net Proceeds from any award made in such eminent domain proceedings is
less than $500,000, all of such Net Proceeds shall be paid to City and shall be held or used by City for
such purposes as City may deem appropriate. In the event the Net Proceeds from any award in such
eminent domain proceedings is $500,000 or more, City will cause the Net Proceeds received by it from
such award to be paid to and held by the Trustee in a separate trust account, to be applied in one or more
of the following ways as shall be directed in writing by City:
(a) The restoration of the Facilities to substantially the same value and condition as they
existed prior to such condemnation.
(b) The financing of other capital costs of City.
(c) The acquisition, by construction or otherwise, of other improvements suitable for
operation as public facilities. Such other improvements shall together with t he remaining improvements
after eminent domain be of substantially the same value as the Facilities prior to the taking.
(d) The redemption of the Certificates; provided that no part of any such condemnation
award may be applied for such redemption unless (1) all of the Certificates are to be redeemed in
accordance with the Trust Indenture upon exercise of the Options to Purchase, or (2) in the event that less
than all of the Certificates are to be redeemed, City shall furnish to Bank and the Trustee a Consulting
Architect’s Certificate stating (i) that the portion of the Facilities taken by such condemnation
proceedings is not essential to City’s use or occupancy of the Facilities, or (ii) that the Facilities have
been restored to a condition substantially equivalent to their value and condition prior to the taking by
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such condemnation proceedings, or (iii) that improvements have been acquired which are suitable for
City’s operations at the Facilities as contemplated by the foregoing subparagraph (c) of this Section 7.2.
In the event City elects either of the options set forth in subparagraph (a), (b) or (c) above, the
Trustee, upon receipt of a written requisition of City, will apply so much as may be necessary of the Net
Proceeds of such condemnation award to payment of the costs of such restoration, acquisition or
construction, either on completion or as the work progresses.
In the event City elects either of the options set forth in subparagraph (a), (b) or (c) above, and
Net Proceeds received from such condemnation award are insufficient to restore, acquire or construct
improvements of substantially the same value as the Facilities prior to the taking, City shall, subject to
appropriation therefor, nonetheless complete the work thereof and will pay any costs thereof in excess of
such Net Proceeds. City shall not by reason of the payment of such excess costs be entitled to any
reimbursement from Bank or the Holders of the Certificates or any postponement, abatement o r
diminution of the Lease Payments and other payments required to be made under Section 5.3 hereof.
In the event the Net Proceeds from any award made in any eminent domain proceedings is
$500,000 or more, within 30 days from the date of a final order in any eminent domain proceedings
granting condemnation, City shall direct Bank in writing which of the ways specified in this Section 7.2
City elects to have the condemnation award applied. Any balance of the Net Proceeds of the award in
such eminent domain proceedings remaining after written notice to Trustee from City that all the costs of
such restoration, acquisition, construction or redemption of Certificates have been paid shall be
transferred to the Debt Service Fund to be applied by the Trustee to the payment of the principal of the
Certificates on the next payment date or dates thereof.
Section 7.3 No Liens. All items acquired in the repair, rebuilding or restoration of the
Facilities shall be deemed a part of the Facilities. City shall confirm the interests of Bank in order to put
Bank in a position equivalent to its position prior to the damage, destruction or condemnation. City
hereby warrants such acquired property shall have no liens or encumbrances other than Permitted
Encumbrances.
Section 7.4 Investment of Net Proceeds. Any Net Proceeds of insurance or a condemnation
award held by the Trustee pending restoration, repair or rebuilding of the Facilities shall be invested in the
same manner as provided in Section 5.2 of the Trust Indenture. The earnings or profits on such
investments shall be considered part of the Net Proceeds except to the extent required to be deposited into
the Rebate Fund.
ARTICLE VIII
SPECIAL COVENANTS AND PROVISIONS
Section 8.1 Right of Access. City agrees that Bank and any of its duly authorized agents
shall have the right at all reasonable times to enter, examine and inspect the Facilities for any reasonable
purpose. City further agrees that Bank and its duly authorized agents shall have such rights of access to
the Facilities as may be reasonably necessary for the proper maintenance thereof.
Section 8.2 City to Maintain Existence; Environmental Covenants.
(a) General. City will take no action to cause its existence to be abolished. City shall not
sell or otherwise dispose of any part of the Facilities without the prior written consent of Special Counsel.
The Facilities shall be leased by City from Bank and operated by City and no other person or entity shall
be responsible for such management. Any agreement with an independent management firm to operate or
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provide management services to City shall require the prior written approval of Special Counsel. No
disposition of the Facilities or agreement with regard to the Facilities shall be approved by Special
Counsel if such disposition or agreement will adversely affect the validity of the Certificates, or the
exclusion from gross income of interest on the Certificates for federal income tax purposes.
(b) Environmental Covenants.
(1) City will not cause or permit any Hazardous Substance to be brought upon, kept,
used or generated by City, its agents, employees, contractors or invitees, upon the Facilities or in
the operation of the Facilities, unless the use or generation of the Hazardous Substance is
necessary for the prudent operation of the Facilities and no functional and reasonably economic
nonhazardous substance or process which does not generate Hazardous Substances can be used in
place of the Hazardous Substance or the process which generates the Hazardous Substances.
(2) City will, with respect to the Facilities, at all times and in all respects comply
with all Environmental Laws. City’s duty of compliance with Environmental Laws includes,
without limitation, the duty to undertake the following specific actions: (i) City will, from funds
appropriated therefor, at its own expense, procure, maintain in effect, and comply with all
conditions of any and all permits, licenses and other governmental and regulatory approvals
required by all Environmental Laws, including, without limitation, permits required for discharge
of (appropriately treated) Hazardous Substances into the ambient air or any sanitary sewers
serving the Facilities; and (ii) except as discharged into the ambient air or a sanitary sewer in
strict compliance with all applicable Environmental Laws, any and all Hazardous Substances to
be treated and/or disposed by City from the Facilities will be removed and transported solely by
duly licensed transporters to a duly licensed treatment a nd/or disposal facility for final treatment
and/or disposal (except when applicable Environmental Laws permit on-premises treatment or
disposal in a sanitary landfill).
Section 8.3 Further Assurances. City agrees that it will, from time to time, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto
and such further instruments as may reasonably be required for carrying out the intention of or facilitating
the performance of this Lease.
Section 8.4 Authority of Authorized Representative of City. Whenever under the
provisions of this Lease the approval of City is required, or Bank is required to take some action at the
request of City, such approval or such request shall be made by the Authorized Representative of City
unless otherwise specified in this Lease and City or Bank shall be authorized to act on any such approval
or request and City shall have no complaint against Bank as a result of any such action taken.
Section 8.5 Covenant as to Litigation. City and Bank shall keep each other fully informed
of any threats, claims or pending litigation relating to this Lease.
Section 8.6 City Covenant as to Encumbrances. City covenants that, during the Lease
Term, it will not permit any lien or encumbrance against the Facilities other than Permitted
Encumbrances.
Section 8.7 No Third-Party Beneficiaries. This Lease is made for the sole benefit of City
and Bank, and no other person or persons shall have rights or remedies hereunder except to the extent
specifically provided herein and in the Trust Indenture. City and Bank shall owe no duty to any claimant
for labor performed or material furnished with respect to the Facilities.
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Section 8.8 Continuing Disclosure. City agrees to execute and comply with the terms of the
Continuing Disclosure Agreement with respect to the Certificates, dated the date of delivery of the
Certificates.
Section 8.9 Indemnification. During the Lease Term from funds appropriated therefor, City
shall indemnify, save and hold harmless Bank and its agents against any and all claims asserted by or on
behalf of any person, firm, corporation, private or public, arising or resulting from, or in any way
connected with:
(a) any act, failure to act, misrepresentation or omission by any person, firm, corporation or
governmental authority, including Bank or its agents (other than willful misrepresentations knowingly
made by Bank or its agents and willful or wanton misconduct on the part of the any of them) in
connection with the issuance, sale or delivery of the Certificates, including without limitation any material
misrepresentation or omission, or alleged material misrepresentation or omission, in any materials used in
connection with the offering or sale of the Certificates; provided that the foregoing indemnity and hold
harmless agreement shall not apply with respect to any information contained in any such offering
materials which describes Bank and was provided or otherwise approved by Bank; and
(b) any act, failure to act or misrepresentation by Bank or its agents (other than willful
misrepresentations knowingly made by Bank or its agents and willful or wanton misconduct on the part of
Bank or its agents) in connection with, or in the performance of, any obligation under this Lease or the
Trust Indenture.
Any indemnification payable hereunder shall include all liabilities, costs and expenses (including
reasonable attorneys’ fees and reasonable attorneys’ fees and expenses on appeal) incurred in any action
or proceeding brought by reason of any such claim.
In the event that any action or proceeding is brought against Bank or it s agents by reason of any
such claim, City, upon notice from Bank or its agents, shall resist and defend such action or proceeding.
The Bank may, however, retain its own counsel and still be indemnified against the cost of employing
counsel and all other reasonable expenses despite an assumption of the defense by City if the Bank
believes in good faith that there are defenses available to it which are adverse to or in conflict with those
available to City or which the Bank believes in good faith cannot be effectively asserted by common
counsel. The Bank always has the right to employ separate legal counsel but, subject to the preceding
sentence, the fees and expenses of its separate legal counsel must be paid by the Bank unless City and the
Bank have mutually agreed to the employment of the Bank’s counsel. City is not liable for any settlement
of a suit, claim, demand, action or proceeding effected without its written consent and City agrees that it
will not settle any claim or action without the consent of the Bank.
Section 8.10 Environmental Representations, Warranties, Covenants and
Indemnifications. City represents, warrants and covenants as follows:
(a) To the best of City’s knowledge, after due inquiry and investigation, all Hazardous
Substances on or in the Facilities have been used, generated, manufactured, refined, transported, treated,
stored, handled and disposed of only in strict compliance with all Environmental Laws. City has no
knowledge of any action, citation, directive, letter or other communication from any person or
governmental authority concerning any intentional or unintentional action or omission which has resulted
in the releasing, spilling, leaking, pumping, pouring, omitting, emptying or dumping of Hazardous
Substances on the Facilities, or from the Facilities to other property.
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(b) City shall exercise due care in handling Hazardous Substances and shall undertake any
and all preventive, investigatory or remedial action (including, without limitation, emergency response,
removal, containment and other remedial action):
(1) required by any applicable Environmental Laws or orders by any governmental
authority having jurisdiction under Environmental Laws; or
(2) necessary to prevent or minimize property damage (including, without limitation,
damage to City’s own property), personal injury or damage to the environment or threat of any
such damage or injury, by releases of or exposure to Hazardous Substances in connection with the
Facilities, or operations thereon. In the event City fails to perform any of its obligations under
this Section 8.10, then after written notice to City from Bank and reasonable opportunity to cure,
Bank may perform (but shall not be required to perform) such obligations at City’s reasonable
expense. In performing any such obligations of City, Bank shall at all times be deemed to be the
agent of City and shall not by reason of any such performance be deemed to be assuming any
responsibility of City under any Environmental Laws or to any other person.
(c) During the Lease Term from funds appropriated therefor, City shall indemnify and hold
harmless the following (collectively the “Indemnitees”): Bank and its officers, directors, employees,
agents, affiliates and all of their successors and assigns agai nst any and all claims, demands, losses,
liabilities, costs and expenses (including, without limitation, reasonable attorney fees at trial, on any
appeal or petition for review) in any bankruptcy or arbitration proceeding or otherwise incurred by any of
the Indemnitees:
(1) arising out of or relating to any investigatory or remedial action involving the
Facilities, or the operations conducted thereon, and required by Environmental Laws or by orders
of any governmental authority having jurisdiction under any Environmental Laws; or
(2) on account of injury to any person or damage to any property arising out of or in
connection with or in any way relating to:
(i) any applicable laws or regulations, including, without limitation,
Environmental Laws; or
(ii) the use, treatment, storage, generation, manufacture, transport, release,
spill, disposal or other handling of Hazardous Substances on the Facilities, or in
connection with operations conducted thereon; or
(iii) the contamination of the Facilities by Hazardous Substances.
Section 8.11 Additional Covenants. City covenants that during the Lease Term, it will:
(a) promptly acquire and construct the Improvements to be financed with proceeds of the
Certificates;
(b) subject to the provisions of the Primary Lease and this Lease, continue to operate the
Facilities in good repair and in an efficient and economical manner, making necessary and proper repairs
and replacements;
(c) take no action to change its corporate identity and make no attempt to cause its corporate
existence to be abolished;
ANNUAL APPROPRIATION LEASE AGREEMENT - 17
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(d) maintain proper accounts in accordance with generally accepted accounting principles of
transactions relating to the revenues of City; and
(e) keep or cause to be kept proper books of record and account in which full, true and
correct entries will be made of all dealings or transactions of, or in relation to, the business and affairs of
City in accordance with generally accepted accounting principles.
ARTICLE IX
ASSIGNMENT, SUBLEASING, PLEDGING AND SELLING
Section 9.1 Assignment and Subleasing. City may not assign, transfer, encumber or
sublease its rights to the Facilities or this Lease except as provided in this Section 9.1, and subject to each
of the following conditions:
(a) No assignment or subleasing shall relieve City from primary liability for any of its
obligations hereunder, and in the event of any such assignment or subleasing, and subject to appropriation
by City, City shall continue to remain primarily liable for payment of the payments specified in Section
5.3 hereof and for performance and observance of the other covenants and agreements on its part herein
provided.
(b) No assignment or subleasing shall impair the status of interest on the Certificates for
federal or state income purposes or the validity of the Certificates, as evidenced by delivery to the Bank
and Trustee of an Opinion of Special Counsel.
(c) The assignee or sublessee shall assume in writing the obligations of City hereunder to the
extent of the interest assigned or subleased.
(d) City shall, within 30 days after the delivery thereof, furnish or cause to be furnished to
Bank a true and complete copy of each such assumption of obligations and assignment or sublease, as the
case may be.
Section 9.2 Restrictions on Sale by Bank. Bank agrees that, except as set forth in Article
XI hereof or Article VII of the Trust Indenture, it will not sell, convey, mortgage, encumber or otherwise
dispose of any part of its interest in the Facilities, so long as there is no event of default that has not been
cured or an Event of Nonrenewal has not occurred.
ARTICLE X
EVENTS OF DEFAULT AND REMEDIES
Section 10.1 Events of Default Defined. The following shall be “events of default” under
this Lease and the term “event of default” shall mean, whenever it is used in this Leas e, any one or more
of the following events:
(a) Failure by City to pay the Lease Payments required to be paid under Section 5.3(a) hereof
when the same shall become due and payable.
(b) Failure by City to make the payments required by Section 5.3(e) or Section 5.3(f) hereof.
(c) Failure by City to observe and perform any covenant, condition or agreement on its part
to be observed or performed under this Lease, other than as referred to in subsections (a) or (b) of this
Section, for a period of thirty (30) days after written notice, specifying such failure and requesting that it
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be remedied, given to City by Bank, provided, however, that in the event that such failure cannot
reasonably be remedied within such 30-day period, City has commenced such remedy during such 30-day
period and diligently and continuously prosecutes the same to completion and City provides the Bank
with a certification to such effect.
(d) The failure by City promptly to commence proceedings to lift any execution, garnishment
or attachment of such consequence as will impair its ability to carry on its operations at the Facilities or to
make any payments under this Lease, or the filing by City of a petition seeking a composition of
indebtedness under any applicable law or statute of the United States of America or of the State.
(e) City admits insolvency or bankruptcy or its inability to pay its debts as they mature, or
makes an assignment for the benefit of creditors or applies for or consents to the appointment of a trustee
or receiver for the Facilities or if bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings for relief under any bankruptcy law or similar law for the relief of
debtors, are instituted by or against City (other than bankruptcy proceedings instituted by City against
third parties), and if instituted against City are allowed against City or are consented to or are not
dismissed, stayed or otherwise nullified within ninety (90) days after such institution.
(f) An event of default caused by actions of City under the Trust Indenture shall have
occurred and be continuing.
(g) Failure by City to perform any of its obligations under the Primary Lease.
Section 10.2 Remedies on Default or Event of Nonrenewal. Whenever any event of default
referred to in Section 10.1 hereof or an Event of Nonrenewal shall have occurred and is continuing, Bank
may take any one or more of the following remedial steps:
(a) Bank may declare the Lease Payments payable hereunder for the remainder of the Initial
Term or the Renewal Term then in effect to be immediately due and payable, whereupon the same shall
become due and payable.
(b) Bank may terminate this Lease and provide City notice to vacate the Facilities, or any
portion thereof.
(c) Bank may reenter, repossess, lease or sell part or all of its leasehold interest in the
Facilities to the extent permitted by law and as provided by Section 7.3 of the Trust Indenture, and apply
the proceeds thereof to City’s obligations hereunder.
(d) Bank may assume the rights of City under the Assigned Rights.
(e) Bank may take whatever action at law or in equity as may appear necessary or desirable
to collect the amounts then due and thereafter to become due for the remainder of the Initial Term or the
Renewal Term then in effect, or to enforce performance or observance of any obligations, agreements, or
covenants of City under this Lease.
In the event that City fails to make any payment required hereby for which it has appropriated
funds, the payment so in default shall continue as an obligation of City until the amount in default shall
have been fully paid.
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Any moneys received by Bank from the exercise of any of the above remedies, after
reimbursement of any costs incurred by Bank in connection therewith, shall be applied to satisfy City’s
obligations hereunder.
Notwithstanding the exercise of any remedy, Bank may make any disbursements after the
happening of any one or more events of default without thereby waiving its right to accelerate the Lease
Payments pursuant to Section 10.2(a) hereof and without liability to make other or further disbursements.
The provisions under this Section shall survive the termination of the Lease Term and this Lease for so
long as Certificates remain Outstanding.
Section 10.3 No Duty of Bank to Mitigate Damages. Bank shall not be required to do any
act whatsoever or exercise any diligence whatsoever to mitigate the damages to City if an event of default
shall occur hereunder.
Section 10.4 No Remedy Exclusive. No remedy herein conferred upon or reserved to Bank is
intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall
be cumulative and shall be in addition to every other remedy given under this Lease or now or hereafter
existing at law or in equity or by statute. No delay or omission to exercise any right or po wer accruing
upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any
such right or power may be exercised from time to time and as often as may be deemed expedient.
Section 10.5 Agreement to Pay Attorneys’ Fees and Expenses. In the event City should
default under any of the provisions of this Lease and Bank shall employ attorneys or incur other expenses
for the collection of payments or the enforcement of performance or observance of any obligation or
agreement on the part of City, City agrees that it will on demand therefor pay to Bank the reasonable fees
of such attorneys and such other reasonable expenses incurred, subject to appropriation by City.
Section 10.6 No Additional Waiver Implied by One Waiver. In the event any agreement
contained in this Lease should be breached by any party and thereafter waived by any other party, such
waiver shall be limited to the particular breach waived and shall not be deemed to waive any other breach
hereunder.
ARTICLE XI
OPTIONS TO PURCHASE
Section 11.1 General Option to Purchase Facilities. City shall have and is hereby granted
the Option to Purchase Bank’s right, title and interest in the Facilities and to terminate the Lease Term at
any time prior to, or concurrently with, the expiration of the Lease Term. T his Option to Purchase may
also survive the termination of the Lease Term, as provided in Section 11.6 below. To exercise such
Option to Purchase City shall give written notice to Bank, which shall specify the date of closing such
purchase, which date shall be not less than ninety (90) nor more than one hundred eighty (180) days from
the date such notice is mailed. City shall make arrangements satisfactory to Bank and Trustee for giving
any required notice of redemption relating to the Certificates.
Section 11.2 Purchase Price. The purchase price payable by City in the event of its exercise
of the Option to Purchase granted in Section 11.1 shall be the sum of the following:
(a) An amount of money or Government Obligations which will be sufficient to redeem the
then Outstanding Certificates under the Trust Indenture on the Maturity Dates thereof or on the date(s) of
earlier optional call for redemption of the Certificates, including, without limitation, principal, premium,
ANNUAL APPROPRIATION LEASE AGREEMENT - 20
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if any, and interest on the Outstanding Certificates to and including the Maturity Date s thereof or on the
date(s) of earlier optional call for redemption of the Certificates.
(b) An amount equal to fees and expenses due Bank or Trustee under the Trust Indenture
accrued and to accrue until the final payment of the Outstanding Certificates.
(c) The sum of $10 for the Facilities.
Upon the exercise of the Option to Purchase, City shall pay the sums required under this Section
11.2.
Section 11.3 Options to Purchase Facilities in Certain Events. City shall also have and is
hereby granted an Option to Purchase Bank’s right, title and interest in the Facilities and to terminate the
Lease Term if any of the following shall have occurred:
(a) The Facilities shall have been damaged or destroyed as set forth in Section 7.1 hereof to
such extent that, as evidenced by a Consulting Architect’s Certificate filed with Bank, (i) the Facilities
cannot be reasonably restored within a period of twelve (12) consecutive months to the condition thereof
immediately preceding such damage or destruction, or (ii) City is thereby prevented from carrying on its
normal operations at the Facilities for a period of twelve (12) consecutive months.
(b) Title to, or the temporary use of, all or substantially all the Facilities shall have been
taken under the exercise of the power of eminent domain by any governmental authority, or person, fi rm
or corporation acting under governmental authority, including such a taking or takings as results, as
evidenced in a Consulting Architect’s Certificate filed with City and Bank, in City being thereby
prevented from carrying on its normal operations at the Facilities for a period of twelve (12) consecutive
months.
To exercise any such Option to Purchase, City shall within six (6) months following the event
authorizing the exercise of such Option to Purchase give written notice to Bank and shall specify th erein
the date of closing such purchase, which date shall be not less than forty-five (45) nor more than ninety
(90) days from the date such notice is mailed. The purchase price payable by City in the event of its
exercise of any Options to Purchase granted in this Section 11.3 shall be the sum of the following:
(1) An amount of money or Government Obligations which, when added to the
amount of other moneys which may be used for this purpose, will be sufficient to pa y the
Outstanding Certificates on the Maturity Dates thereof and all interest to accrue to said Maturity
Dates or on the date(s) of earlier optional call for redemption of the Certificates.
(2) An amount equal to the Trustee’s fees and expenses under the Trust Indenture.
(3) The sum of $10 for the Facilities.
Section 11.4 Option to Purchase Upon Expiration of the Lease Term. Provided that no
Certificates shall be Outstanding, City shall have the Option to Purchase Bank’s right, title and interest in
the Facilities upon expiration of the Lease Term. The purchase price payable by City shall be the sum of
the following:
(a) An amount equal to the unpaid Trustee’s fees and expenses under the Trust Indenture.
(b) The sum of $10 for the Facilities.
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Section 11.5 Conveyance on Purchase. At the closing of any purchase pursuant to this
Article XI, Bank will, upon receipt of the purchase price, deliver to City documents conveying its right,
title and interest in the Facilities being purchased by terminating the Primary Lease and this Lease.
City and Bank shall cooperate in executing such documents as are reasonably necessary to
accomplish the purpose of this paragraph.
Section 11.6 Survival of Options to Purchase. The Options to Purchase Bank’s right, title
and interest in the Facilities shall survive the termination of the Lease Term and this Lease for so long as
Certificates remain Outstanding.
ARTICLE XII
MISCELLANEOUS
Section 12.1 Notices. Any notice required or permitted to be given under this Lease shall be
in writing and (i) personally del ivered, (ii) sent by United States registered or certified mail, postage
prepaid, return receipt requested, (iii) sent by Federal Express or similar nationally recognized
overnight courier service, or (iv) transmitted by electronic mail with a hard copy se nt within one (1)
Business Day by any of the foregoing means. Such notice shall be deemed to have been given upon the
date of actual receipt or delivery (or refusal to accept delivery), as evidenced by the notifying party’s
receipt of written or electronic confirmation of such delivery or refusal, if received by the party to be
notified between the hours of 8:00 A.M. and 5:00 P.M. Mountain time on any Business Day, with
delivery made after such hours to be deemed received the following Business Day ; provided, however,
notices to the Trustee and Bank shall be deemed given only upon receipt by the Trustee or Bank. For
purposes of notice, the addresses of the parties shall be as follows:
If to City: City of Chubbuck, Idaho
5160 Yellowstone Avenue
Chubbuck, ID 83202
Attention: Richard Morgan, Treasurer/CFO
Email: rmorgan@cityofchubbuck.us
With a copy to: Adam Christenson
Hawley Troxell Ennis & Hawley LLP
877 W. Main Street, Suite 1000
P.O. Box 1617
Boise, ID 83701-1617
Email: achristenson@hawleytroxell.com
If to Bank:
If to Trustee:
Zions Bancorporation, National Association, as Lessor
Attention: Twyla Lehto, SVP and Manager
800 W Main St, Suite 700
Boise, ID 83702
Email: twyla.lehto@zionsbancorp.com
Zions Bancorporation, National Association, As Trustee
Attention: Twyla Lehto, SVP and Manager
800 W Main St, Suite 700
Boise, ID 83702
Email: twyla.lehto@zionsbancorp.com
ANNUAL APPROPRIATION LEASE AGREEMENT - 22
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Section 12.2 Binding Effect. This Lease shall inure to the benefit of and shall be binding
upon City and Bank and their respective successors and assigns, subject, however, to the limitations
contained herein.
Section 12.3 Severability. In the event any provision of this Lease shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or rende r
unenforceable any other provision hereof.
Section 12.4 Amendments, Changes and Modifications. Except as otherwise provided in
this Lease or in the Trust Indenture, this Lease may not be effectively amended, changed, modified,
altered or terminated without the written consent of City and Bank.
Section 12.5 Execution in Counterparts. This Lease may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
Section 12.6 No Offsets. City shall pay all payments required hereunder, without abatement,
deduction, offset or setoff other than those herein expressly provided. City waives any and all existing
and future claims and offsets against any payments required hereunder.
Section 12.7 Recording. City shall cause this Lease and every assignment and modification
hereof or an appropriate and sufficient memorandum thereof to be recorded in the office of the Recorder
of Bannock County, Idaho, and shall provide a copy thereof to the Bank.
Section 12.8 Governing Law. This Lease shall be governed and construed in accordance
with the laws of the State.
Section 12.9 Surrender and Holding Over. In the event Certificates remain outstanding at
the end of, or at the termination of, the Lease Term, unless the Options to Purchase are exercised, City
shall surrender and deliver to Bank the possession of the Facilities, together with all improvements, free
and clear of all liens and encumbrances other than Permitted Encumbrances, and in good condition
subject to reasonable wear and tear.
Concurrently with the surrender of the Facilities as herein provided, City agrees, if requested by
Bank and for the benefit of Bank, to execute, acknowledge and deliver to Bank documentation evidencing
Bank’s leasehold interest in the Facilities.
To the extent allowed by law, City shall indemnify and hold Bank harmless from any loss or
liability resulting from delay by City in surrendering the Facilities, including, without limitation, any
claims made by any succeeding tenant founded on such delay only from amounts then appropriated
therefor. City shall be only a tenant at sufferance, whether or not Bank accepts any Lease Payments from
City while City is holding over without Bank’s written consent.
Section 12.10 Limitation of Liability. No covenant or agreement contained in this Lease, the
Trust Indenture or the Certificates shall be deemed to be a covenant or agreement of any member,
director, officer or employee of City in an individual capacity. No recourse shall be had for any claim
based on this Lease, the Trust Indenture or the Certificates against any member, director, commissioner,
officer or employee, past, present or future, of City or of any successor body as such, either directly or
through City or any such successor body, under any constitutional provision, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise.
ANNUAL APPROPRIATION LEASE AGREEMENT - 23
56125.0001.11965335.5
IN WITNESS WHEREOF, Bank and City have caused this Lease to be executed in their
respective corporate names as of the date first above written.
BANK:
ZIONS BANCORPORATION, NATIONAL
ASSOCIATION, as Lessor
By:
Senior Vice President
CITY:
CITY OF CHUBBUCK, IDAHO, as Lessee
By:
Mayor
Attest:
City Clerk
ANNUAL APPROPRIATION LEASE AGREEMENT - 24
56125.0001.11965335.5
STATE OF IDAHO )
) ss.
County of Ada )
On this _____ day of November, 2019, before me, a Notary Public in and for said State,
personally appeared Twyla Lehto, known or identified to me to be a Senior Vice President and Manager
of Zions Bancorporation, National Association, the entity that executed the within instrument, or the
person that executed the within instrument on behalf of said entity, and acknowledged to me that such
entity executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and
year in this certificate first above written.
Notary Public for Idaho
Residing at
My commission expires
STATE OF IDAHO )
) ss.
County of Bannock )
On this _____ day of November, 2019, before me, a Notary Public in and for said State,
personally appeared Kevin England and Joey Bowers, known or identified to me to be the Mayor and City
Clerk, respectively, of the City of Chubbuck, Idaho, the entity that executed the within instrument or the
person who executed the instrument on behalf of said entity, and acknowledged to me that such entity
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and
year in this certificate first above written.
Notary Public for Idaho
Residing at
My commission expires
EXHIBIT A - 1
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EXHIBIT A-1
LEGAL DESCRIPTION OF CITY HALL PROPERTY
EXHIBIT A - 2
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EXHIBIT A - 2
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EXHIBIT A-2
LEGAL DESCRIPTION OF POLICE FACILITIES PROPERTY
EXHIBIT A - 2
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EXHIBIT A - 3
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EXHIBIT A-3
LEGAL DESCRIPTION OF ANIMAL SHELTER PROPERTY
EXHIBIT A - 3
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EXHIBIT B - 1
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EXHIBIT B
LEASE PAYMENTS(1)
(1) Subject to annual renewal and appropriation by City.
Due Date Lease Payment
12/1/19
12/1/20
12/1/21
12/1/22
12/1/23
12/1/24
12/1/25
12/1/26
12/1/27
12/1/28
12/1/29
12/1/30
12/1/31
12/1/32
12/1/33
12/1/34
12/1/35
12/1/36
12/1/37
12/1/38
12/1/39
12/1/40
12/1/41
12/1/42
12/1/43
X.XX
$XX.XX
EXHIBIT C - 1
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EXHIBIT C
PERMITTED ENCUMBRANCES
All taxes and assessments, together with any and all existing easements, rights-of-way, reservations,
restrictions and encumbrances of record or visible on the Property.
EXHIBIT D - 1
56125.0001.11965335.5
EXHIBIT D
FORM OF REQUISITION
DISBURSEMENT REQUEST NO. __
(Construction Fund)
Zions Bancorporation, National Association, as Trustee
Attention: Twyla Lehto, SVP and Manager
800 W Main St, Suite 700
Boise, ID 83702
Email: twyla.lehto@zionsbancorp.com
Re: [$12,385,000] City of Chubbuck, Idaho Annual Appropriation Certificates of Participation,
Series 2019 (the “Certificates”)
Pursuant to the provisions of Section 4.3 of the Annual Appropriation Lease Agreement dated as
of November ___, 2019 (the “Lease”), by and between City of Chubbuck, Idaho, as lessee (“City”) and
Zions Bancorporation, National Association, as lessor (the “Bank”), and pursuant to the provisions of
Section 3.1 of the Trust Indenture among City, the Bank and the above Trustee dated as of November
___, 2019 (the “Trust Indenture”), the undersigned, as an Authorized Representative of City, hereby
requests the Trustee to make a disbursement from the Construction Fund in the amount of
$______________ (“Requested Amount”), which Requested Amount is due and payable in accordance
with the attached Schedule.
The undersigned certifies that the Schedule states: (i) the description for which payment or
reimbursement is requested, (ii) that the Requested Amount has been incurred by City and has been paid
or is to be paid by City, (iii) that all necessary permits and approvals presently required for the Facilities
have been issued and are in full force and effect, and (iv) that such withdrawal is being made to reimburse
City or to pay a third party for the payment of the Costs of Acquisition and Construction of the
Improvements. The undersigned certify that the purpose for which the Requested Amount was incurred is
permitted as Costs of Acquisition and Construction under the terms of the Trust Indenture; that such is a
proper charge against the Construction Fund; and that such Requested Amount has not been previously
paid from the Construction Fund.
To the best of our knowledge, after due investigation, there is no lien, right to lien or attachment
upon, or other claim affecting the right of City or the party or parties listed on the Schedule to receive
payment or reimbursement of the Requested Amount, which has not been released or will not be released
simultaneously with the payment of the Requested Amount, other than labor liens, mater ialmen’s liens or
mechanic’s liens accruing by operation of law.
No Event of Default (as defined in the Trust Indenture) or other event which, with the giving of
notice or the passage of time or both, would constitute such Event of Default, has occurred.
Dated this ____ day of __________, 20__.
CITY OF CHUBBUCK, IDAHO, as Lessee
By_____________________________________
EXHIBIT D - 2
56125.0001.11965335.5
SCHEDULE TO DISBURSEMENT REQUEST NO. 1
(Construction Fund)
AMOUNT: $xx.xx
PAYEE:
Name: _____________________________________
Address:
Telephone:
Facsimile:
E-mail:
Improvements Description/Purpose: Costs of Acquisition and Construction of the Improvements.
Costs have been incurred by City: X
Costs are to be paid by City: X
All necessary permits and approval presently required have been issued and are in full force and effect:
X
Reimburse City ; Pay third party X .
EXHIBIT E - 1
56125.0001.11965335.5
EXHIBIT E
FORM OF NOTICE OF INTENT TO RENEW
TO: Zions Bancorporation, National Association, as Lessor (“Bank”)
Zions Bancorporation, National Association, as Trustee (“Trustee”)
DATE: ________, 20__
RE: Annual Appropriation Lease Agreement dated ______________, 2019 (the “Appropriation
Lease”), between City of Chubbuck, Idaho, as lessee (“City”), and Bank, as lessor, related to
the City of Chubbuck, Idaho Annual Appropriation Certificates of Participation, Series 2019,
dated November __, 2019, issued pursuant to the Annual Appropriation Trust Indenture dated
November __, 2019 (the “Trust Indenture”), among City, the Bank, and Trustee
NOTICE IS HEREBY GIVEN pursuant to Section 5.1 of the Appropriation Lease of City’s intent
to renew the Appropriation Lease for the one-year period commencing October 1, 20__, through
September 30, 20__ (the “Renewal Term”), conditioned upon appropriation by City’s Council of funds in
the amount of the Lease Payments due under the Appropriation Lease during the Renewal Term. Upon
such appropriation, no later than September 15, 20__, City shall deliver its Notice of Renewal to the Bank
and Trustee, together with a copy of the City Council’s official action appropriating sufficient funds to
pay the Lease Payments due for the Renewal Period.
In the event funds to renew the Appropriation Lease are not appropriated by City’s Council as set
forth above, the obligation of City to make Lease Payments extends only through the current Lease Term;
such obligation terminates at the expiration of the current Leas e Term. In such event, City shall timely
notify Bank and Trustee that City has elected to not renew the Appropriation Lease for an additional
Renewal Term, and an Event of Nonrenewal shall be deemed to have occurred and Bank may exercise the
remedies provided under the Appropriation Lease, and the Trustee, as provided under the Trust Indenture.
By execution of the applicable Acknowledgment and Consent below, City requests Bank and
Trustee to acknowledge timely receipt of this Notice of Intent to Renew and consent to the renewal of the
Appropriation Lease conditioned upon timely receipt from City of the Notice of Renewal.
Capitalized terms used in this notice and not defined herein shall have the meanings assigned to
such terms in the Trust Indenture.
CITY OF CHUBBUCK, IDAHO
By: ___________________________________
Title: ____________________________________
EXHIBIT E - 2
56125.0001.11965335.5
BANK’S ACKNOWLEDGMENT AND CONSENT
The undersigned, on behalf of the Bank, acknowledges timely receipt of City’s Notice of Intent
to Renew the Appropriation Lease, and consents to the renewal of the Appropriation Lease conditioned
upon receipt from City of its Notice of Renewal no later than September 15, 20__.
Effective the ____ day of _____, 20__.
ZIONS BANCORPORATION, NATIONAL
ASSOCIATION, as Lessor
By: ___________________________________
Title: ___________________________________
TRUSTEE’S ACKNOWLEDGMENT AND CONSENT
The undersigned, on behalf of the Trustee, acknowledges timely receipt of City’s Notice of
Intent to Renew the Appropriation Lease, and consents to the renewal of the Appropriation Lease
conditioned upon receipt from City of its Notice of Renewal no later than September 15, 20__.
Effective the ____ day of _____, 20__.
ZIONS BANCORPORATION, NATIONAL
ASSOCIATION, as Trustee
By: ___________________________________
Title: ___________________________________
EXHIBIT F - 1
56125.0001.11965335.5
EXHIBIT F
FORM OF NOTICE OF RENEWAL
TO: Zions Bancorporation, National Association, as Lessor (“Bank”)
Zions Bancorporation, National Association, as Trustee (“Trustee”)
DATE: ____________, 20__
RE: Annual Appropriation Lease Agreement dated ___________, 2019 (the “Appropriation
Lease”), between City of Chubbuck, Idaho, as lessee (“City”), and Bank, as lessor, related to
the City of Chubbuck, Idaho Annual Appropriation Certificates of Participation, Series 2019,
dated November __, 2019, issued pursuant to the Annual Appropriation Trust Indenture dated
November __, 2019 (the “Trust Indenture”), among City, the Bank, and Trustee
NOTICE IS HEREBY GIVEN pursuant to Section 5.1 of the Appropriation Lease of City’s
renewal of the Appropriation Lease for the one-year period commencing October 1, 20__, through
September 30, 20__ (the “Renewal Term”). Delivered herewith is a copy of the City Council’s official
action with evidence of appropriation of funds sufficient to pay the Lease Payments due for the Renewal
Term.
The obligation of City to make Lease Payments extends only through the Renewal Term; such
obligation terminates at the expiration of the Renewal Term.
By execution of the applicable Acknowledgment and Consent below, City requests Bank and
Trustee to acknowledge timely receipt of this Notice of Renewal and consent to the Renewal Term.
Capitalized terms used in this notice and not defined herein shall have the meanings assigned to
such terms in the Trust Indenture.
CITY OF CHUBBUCK, IDAHO
By: ___________________________________
Title: ____________________________________
EXHIBIT F - 2
56125.0001.11965335.5
BANK’S ACKNOWLEDGMENT AND CONSENT
The undersigned, on behalf of the Bank, acknowledges timely receipt of City’s Notice of
Renewal of the Appropriation Lease, and consents to the renewal of the Appropriation Lease for Renewal
Term commencing October 1, 20__, through September 30, 20__.
Effective the ____ day of __________, 20__.
ZIONS BANCORPORATION, NATIONAL
ASSOCIATION, as Lessor
By: ___________________________________
Title: ___________________________________
TRUSTEE’S ACKNOWLEDGMENT AND CONSENT
The undersigned, on behalf of the Trustee, acknowledges timely receipt of City’s Notice of
Renewal of the Appropriation Lease, and consents to the renewal of the Appropriation Lease for Renewal
Term commencing October 1, 20__, through September 30, 20__.
Effective the ____ day of __________, 20__.
ZIONS BANCORPORATION, NATIONAL
ASSOCIATION, as Trustee
By: ___________________________________
Title: ___________________________________
56125.0001.11976027.7
ANNUAL APPROPRIATION TRUST INDENTURE
by and among
CITY OF CHUBBUCK, IDAHO
and
ZIONS BANCORPORATION, NATIONAL ASSOCIATION, AS LESSOR
and
ZIONS BANCORPORATION, NATIONAL ASSOCIATION, AS TRUSTEE,
PAYING AGENT AND REGISTRAR
Securing
$[12,385,000]
City of Chubbuck, Idaho Annual Appropriation Certificates of Participation, Series 2019
Dated as of November __, 2019
- i -
56125.0001.11976027.7
TABLE OF CONTENTS
Article I. Definitions ........................................................................................................................3
Section 1.1 Definitions..........................................................................................................3
Section 1.2 Rules of Construction; Time of Day ................................................................10
Article II. The Certificates .............................................................................................................11
Section 2.1 Amount, Form and Issuance of Certificates ....................................................11
Section 2.2 Designation, Denominations, Maturity, Dates, and Interest Rates ..................11
Section 2.3 [Intentionally Omitted.] ...................................................................................12
Section 2.4 Execution .........................................................................................................12
Section 2.5 Delivery of Certificates ....................................................................................12
Section 2.6 Authentication ..................................................................................................12
Section 2.7 Registration, Transfer and Exchange ...............................................................12
Section 2.8 Persons Deemed Owners .................................................................................13
Section 2.9 Payment of Principal and Interest; Record Dates ............................................14
Section 2.10 Book-Entry Certificates ...................................................................................15
Section 2.11 Mutilated, Destroyed, Lost or Stolen Certificates ...........................................16
Section 2.12 Temporary Certificates ....................................................................................17
Section 2.13 Cancellation and Destruction of Surrendered Certificates...............................18
Section 2.14 Disposition of Proceeds of Certificates............................................................18
Article III. Construction Fund and Costs of Issuance Fund ...........................................................18
Section 3.1 Construction Fund ............................................................................................18
Section 3.2 Costs of Issuance Fund ....................................................................................18
Article IV. Debt Service Fund and Rebate Fund ...........................................................................19
Section 4.1 Debt Service Fund............................................................................................19
Section 4.2 [Intentionally Omitted]. ...................................................................................19
Section 4.3 Moneys To Be Held for All Certificate Holders; Certain Exceptions .............20
Section 4.4 Rebate Fund .....................................................................................................20
Article V. Investment or Deposit of Funds ....................................................................................20
Section 5.1 Deposits and Security Therefor .......................................................................20
Section 5.2 Investment or Deposit of Funds .......................................................................21
Article VI. Redemption of Certificates ..........................................................................................23
Section 6.1 Certificates Subject to Redemption; Selection of Certificates to be
Called for Redemption .......................................................................................................23
Section 6.2 Notice of Redemption ......................................................................................23
Section 6.3 Payment of Redemption Price .........................................................................24
Section 6.4 Certificates Redeemed in Part ..........................................................................24
Section 6.5 Redemption of Certificates .............................................................................24
Article VII. Events of Default and Event of Nonrenewal ..............................................................25
Section 7.1 Events of Default .............................................................................................25
Section 7.2 Examination of Records After Default or Nonrenewal ...................................26
Section 7.3 Disposition; Other Remedies ...........................................................................26
Section 7.4 Application of Funds and Moneys after Default ..............................................27
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56125.0001.11976027.7
Section 7.5 Proceedings Brought by Trustee ......................................................................28
Section 7.6 Restrictions on Action of Owners ....................................................................29
Section 7.7 Remedies Not Exclusive ..................................................................................30
Section 7.8 Effect of Waiver and Other Circumstances .....................................................30
Section 7.9 Notice of Default and Nonrenewal ..................................................................30
Article VIII. The Trustee ...............................................................................................................31
Section 8.1 Acceptance of Trust .........................................................................................31
Section 8.2 No Responsibility for Recitals, Etc. .................................................................31
Section 8.3 Trustee May Act Through Agents; Answerable Only for Willful
Misconduct or Gross Negligence .......................................................................................31
Section 8.4 Compensation and Indemnity ..........................................................................31
Section 8.5 Notice of Default; Right to Investigate ............................................................32
Section 8.6 Obligation to Act on Defaults ..........................................................................32
Section 8.7 Reliance............................................................................................................32
Section 8.8 Trustee May Deal in Certificates .....................................................................33
Section 8.9 Construction of Ambiguity or Inconsistency ...................................................33
Section 8.10 Resignation of Trustee .....................................................................................33
Section 8.11 Removal of Trustee ..........................................................................................33
Section 8.12 Appointment of Successor Trustee ..................................................................33
Section 8.13 Qualification of Successor Trustee ..................................................................34
Section 8.14 Instruments of Succession................................................................................34
Section 8.15 Merger of Trustee ............................................................................................34
Section 8.16 Intervention by Trustee ....................................................................................34
Section 8.17 Appointment of Co-Trustee and Paying Agent ...............................................34
Section 8.18 Limitation on Trustee’s Responsibilities Respecting Arbitrage ......................35
Section 8.19 Enforcement of Lease; Notice of Default ........................................................35
Article IX. Acts of Certificate holders, Evidence of Ownership of Certificates ...........................36
Section 9.1 Acts of Certificate Holders, Evidence of Ownership of Certificates ...............36
Article X. Amendments and Supplements .....................................................................................36
Section 10.1 Amendments and Supplements Without Certificate Holders’ Consent ...........36
Section 10.2 Amendments and Supplements With Certificate Holders’ Consent ................37
Section 10.3 Amendment of Lease .......................................................................................37
Section 10.4 Trustee Authorized to Join in Amendments and Supplements; Reliance
on Counsel .........................................................................................................................38
Article XI. Defeasance ...................................................................................................................38
Section 11.1 Defeasance .......................................................................................................38
Section 11.2 Provision for Payment......................................................................................39
Section 11.3 Deposit of Funds for Payment of Certificates..................................................40
Article XII. Miscellaneous Provisions ...........................................................................................40
Section 12.1 No Rights Conferred on Others .......................................................................40
Section 12.2 Severability ......................................................................................................40
Section 12.3 Notices .............................................................................................................40
Section 12.4 Successors and Assigns....................................................................................41
Section 12.5 Headings for Convenience Only ......................................................................41
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56125.0001.11976027.7
Section 12.6 Counterparts .....................................................................................................41
Section 12.7 [Intentionally Omitted.] ...................................................................................41
Section 12.8 Applicable Law ................................................................................................41
Section 12.9 Notice to Rating Service ..................................................................................41
Exhibit A-1 – Description of City Hall Property
Exhibit A-2 – Description of Police Facilities Property
Exhibit A-3 – Description of Animal Shelter Property
Exhibit B – Form of Certificates
Exhibit C – Debt Service Schedule
TRUST INDENTURE - 1
56125.0001.11976027.7
ANNUAL APPROPRIATION TRUST INDENTURE
THIS ANNUAL APPROPRIATION TRUST INDENTURE dated as of November __,
2019 (the “Trust Indenture”), is entered into by and among CITY OF CHUBBUCK, IDAHO, a
municipal corporation operating and existing under and pursuant to the provisions of the
Constitution and laws of the State of Idaho (“City”), ZIONS BANCORPORATION,
NATIONAL ASSOCIATION, a national banking association existing under the laws of the
United States of America, having a corporate trust office in Boise, Idaho, as Trustee, Paying
Agent and Registrar (collectively referred to herein as the “Trustee”), and ZIONS
BANCORPORATION, NATIONAL ASSOCIATION, a national banking association existing
under the laws of the United States of America, as lessor under the Lease hereinafter described
(the “Bank”), for the benefit of the Owners from time to time of the certificates of participation
to be issued hereunder.
RECITALS:
WHEREAS, the Bank has determined, at the request of City, to cause the Trustee to issue
certificates of participation under and pursuant to this Trust Indenture to provide funds to the
City to finance the cost of certain property (described below), which certificates shall be
designated “City of Chubbuck, Idaho Annual Appropriation Certificates of Participation, Series
2019,” in the aggregate principal amount of $[12,385,000] (the “Certificates”); and
WHEREAS, the proceeds of the Certificates shall be used to finance costs of (i)
reimbursement of land acquisition by the City and to finance construction of a new City Hall
thereon (the “City Hall Project”), (ii) renovation and conversion of the City’s existing City Hall
to police facilities (the “Police Facilities Project”), and (iii) construction of a new animal shelter
on property currently owned by the City (the “Animal Shelter Project and together with the City
Hall Project and the Police Facilities Project, the “Improvements”), as well as (iv) the Costs of
Issuance of the Certificates; and
WHEREAS, the real property associated with the City Hall Project (the “City Hall
Property”), the real property and existing improvements associated with the Police Facilities
Project (the “Police Facilities Property”), and the real property associated with the Animal
Shelter Project (the “Animal Shelter Property,” and together with the City Hall Property and
Police Facilities Property, the “Property”) is specifically described on the attached Exhibits A-1,
A-2 and A-3, respectively; and
WHEREAS, City and the Bank have agreed to enter into a Primary Lease dated as of the
date hereof (the “Primary Lease”), under the terms of which City, as lessor, will lease the
Property together with the Improvements to be constructed thereon (the Property and the
Improvements collectively referred to herein as the “Facilities”) to the Bank, as lessee; and
WHEREAS, City and the Bank have agreed to enter into an Annual Appropriation Lease
Agreement dated as of the date hereof (the “Lease”), under the terms of which the Bank, as
lessor, will lease the Facilities back to City, as lessee, and City will pay lease payments to the
TRUST INDENTURE - 2
56125.0001.11976027.7
Bank in the aggregate amount sufficient to pay the principal, premium, if any, and interest on the
Certificates as the same become due and payable (collectively, the “Lease Payments”); and
WHEREAS, the Bank wishes to direct the authentication and delivery of the Certificates
by the Trustee under this Trust Indenture, each evidencing an ownership interest in the Lease
Payments to be made by City to the Bank or its assigns pursuant to the Lease, the proceeds of
which will be deposited with the Trustee under this Trust Indenture and used by City to finance
the Improvements and to pay the Costs of Issuance of the Certificates; and
WHEREAS, the Certificates shall be secured by, among other things, the Trust Estate, as
that term is defined in this Trust Indenture; and
WHEREAS, the Certificates are to be substantially in the form attached hereto as
Exhibit B; and
WHEREAS, the execution, authentication and delivery of the Certificates and of this
Trust Indenture have been duly authorized by the Bank, and authorized by an ordinance duly
adopted by City in accordance with its authority, and all things necessary to make the
Certificates, when executed and authenticated by the Trustee, valid and binding legal obligations
of City and to make this Trust Indenture a valid and binding agreement and pledge of the Trust
Estate to the payment of the principal of, premium, if any, and interest on the Certificates, have
been done.
NOW, THEREFORE, THIS TRUST INDENTURE WITNESSETH:
That the Bank, in consideration of the acceptance by the Trustee of the trusts hereby
created and of the purchase and acceptance of the Certificates by the Owners thereof in order to
secure the payment of the principal of, premium, if any, and interest on the Certificates according
to their tenor and effect and the performance and observance by the Bank of all the covenants
expressed or implied herein and in the Certificates, intending to be legally bound, does hereby
assign, transfer and pledge, and grant therein a security interest as set forth below unto the
Trustee and unto its successors in trust and its assigns forever:
A. The Primary Lease and all right, title and interest (but not the obligations) of the
Bank under and pursuant to the terms thereof; and
B. The Lease and all right, title and interest (but not the obligations) of the Bank
under and pursuant to the terms thereof, and all payments including Lease Payments, revenues,
rents and receipts received or receivable by the Bank under the Lease; and
C. All of the right, title and interest of the Bank in and to all funds (other than the
Rebate Fund) and accounts established under this Trust Indenture and all moneys and
investments now or hereafter held therein;
TO HAVE AND TO HOLD, the Primary Lease, Lease, Lease Payments, funds, accounts,
and other right, title and interest hereby assigned and pledged or agreed or intended so to be
(collectively the “Trust Estate”) to the Trustee and its successors in said trust as herein provided;
TRUST INDENTURE - 3
56125.0001.11976027.7
IN TRUST NEVERTHELESS, upon the terms herein set forth, for the equal and
proportionate benefit, security and protection of all present and future Owners of the Certificates
issued under and secured by this Trust Indenture without privilege, priority or distinction as to
the lien or otherwise of any of the Certificates over any other of the Certificates except as
provided herein;
PROVIDED, HOWEVER, that upon final payment of the principal or redemption price
of the Certificates and the interest due or to become due thereon, or in the event payment thereof
shall be made, as permitted hereby, by deposit with the Trustee of the entire amount due or to
become due on the Certificates, and all sums of money due or to become due the Trustee shall be
paid to the Trustee in accordance with the terms and provisions hereof, then, upon such final
payments and subject to the provisions of Article VI, this Trust Indenture and the rights hereby
granted shall cease, terminate and be void, and the Trustee shall forthwith release, surrender and
otherwise cancel any interest it may have in the Trust Estate; otherwise this Trust Indenture shall
be and remain in full force and effect;
THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all
Certificates issued and secured hereunder are to be issued, authenticated and delivered and the
Trust Estate, including all said payments, revenues, rents and receipts hereby pledged, is to be
dealt with and disposed of, under, upon and subject to the terms, conditions, stipulations,
covenants, agreements, trusts, uses and purposes as hereinafter expressed, and City and the Bank
have agreed and covenanted, and do hereby agree and covenant, with the Trustee and with the
respective Owners, from time to time, of the Certificates, or any part thereof, as follows:
ARTICLE I.
DEFINITIONS
Section 1.1 Definitions. In this Trust Indenture, any indenture supplemental hereto
(except as otherwise expressly provided for or unless the context otherwise requires), in addition
to the terms defined in the recitals hereto, the following terms shall have the meanings specified
in this section:
“Annual Appropriation Lease Agreement” means the Annual Appropriation Lease
Agreement between City, as lessee, and the Bank, as lessor, dated as of November ___, 2019,
with respect to the lease of the Facilities by City from the Bank.
“Authorized Denominations” means $5,000 and any integral multiple thereof.
“Authorized Representative” means, when used with reference to the performance of any
act, the discharge of an y duty or the execution of any certificate or other document, any officer,
employee or other person authorized to perform such act, discharge such duty or execute such
certificate or other document on behalf of the Bank or City.
“Bank” means Zions Bancorporation, National Association, a national banking
association organized and existing under the laws of the United States of America with a
principal corporate office in Boise, Idaho, and its successors and assigns, as lessor under the
Lease.
TRUST INDENTURE - 4
56125.0001.11976027.7
“Beneficial Owner” means the beneficial owner of a Certificate.
“Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which
banking institutions in Boise, Idaho or in any other city in which the Office of the Trustee is
located are required or authorized by law (including executive order) to close or on which the
Office of the Trustee is closed for reasons not related to financial condition or (iii) a day on
which the New York Stock Exchange is closed.
“Cash” means (i) balances in demand and checking accounts (net of outstanding drafts),
and (ii) funds restricted by the Council to the extent that such funds are available for payment of
debt service on the Certificates.
“Certificates” means the City of Chubbuck, Idaho Annual Appropriation Certificates of
Participation, Series 2019.
“Certificate Register” shall have the meaning specified in Section 2.7 hereof.
“Certificate Year” means, in the case of the first Certificate Year, the period ending
September 30, 2020, and in the case of each successive Certificate Year thereafter, the one-year
period beginning each October 1 and ending each September 30.
“City” means the City of Chubbuck, Idaho, a municipal corporation operating and
existing under and pursuant to the provisions of the Constitution and laws of the State of Idaho.
“Code” means the Internal Revenue Code of 1986, as amended, and all regulations
thereunder as they may exist from time to time, and all rulings and judicial decisions interpreting
or construing it. A reference to any specific section of the Code shall be deemed also to be a
reference to the comparable provisions of any enactment which supersedes or replaces the Code.
“Construction Fund” means the fund so designated and established pursuant to Section
3.1 hereof, including subaccounts established thereunder, if any.
“Consultant” shall mean a Person which is not, and no member, stockholder, director,
officer or employee of which is, an officer, director or employee of City or the Bank, and which
is a nationally recognized professional consultant having the skill and experience necessary to
render the particular report required by the provisions hereof in which such requirement appears,
and which is acceptable to the Trustee.
“Consulting Architect” shall mean a Person which is not, and no member, stockholder,
director, officer or employee of which is, an officer, director or employee of City or the Bank,
and which is a nationally recognized architect or engineer selected by City having the skill and
experience necessary to render the particular report required by the provisions hereof in which
such requirement appears.
“Consulting Architect’s Certificate” means an opinion or report signed by the Consulting
Architect.
TRUST INDENTURE - 5
56125.0001.11976027.7
“Continuing Disclosure Agreement” means the written agreement executed by City for
the benefit of the Owners of the Certificates and dated the date of delivery of the Certificates
pursuant to which City agrees to file the information and notices required by Securities and
Exchange Commission Rule 15c2-12 (or any successor provision).
“Corporate Trust Office” means, with respect to the Trustee, the Office of the Trustee at
800 W Main St, Suite 700, Boise, ID 83702.
“Costs of Acquisition and Construction” with respect to the Improvements shall include,
together with any other proper item of cost not specifically mentioned herein, the cost of
acquisition of the Improvements and the financing thereof, the cost of field surveys, testing and
advance planning undertaken in connection with the Improvements, the cost of reimbursement of
land acquisition by the City or interest therein required for use in connection therewith, the cost
of preparation of sites thereof and of any land to be used in connection therewith, the cost of any
indemnity and surety bonds and insurance premiums, allocable administrative and general
expenses of the Bank and City, allocable portions of inspection expenses, financing charges,
legal fees, and fees and expenses of financial advisors and Consultants in connection therewith,
cost of audits, the cost of all machinery, apparatus and equipment, cost of engineering, the cost
of utilities, architectural services, design, plans, specifications and surveys, estimates of cost, and
all other expenses necessary or incidental to determining the feasibility or practicability of the
Improvements, and such other expenses not specified herein as may be necessary or incidental to
the acquisition of the Improvements and the financing thereof.
“Costs of Issuance” shall mean the costs of issuance, sale and delivery of any
Certificates, including but not limited to the following:
(a) Expenses incurred by City and the Bank in connection with the issuance,
sale and delivery of the Certificates and in connection with the preparation and execution
of this Trust Indenture, the Lease, the Primary Lease and all related documents, title
insurance, printing, photocopying and engraving expenses, mortgage taxes and recording
fees, Trustee and Rating Service fees, and legal, underwriting, consulting and accounting
fees and expenses; and
(b) Any sums required to reimburse the Bank and City for advances made by
either for any of the above items.
“Costs of Issuance Fund” means the fund so designated and established pursuant to
Section 3.2 hereof.
“Council” means the members of the council of the City.
“Counsel” means an attorney at law or law firm (who may be counsel for the Bank or
City) not unsatisfactory to the Trustee.
“Debt Service Fund” means the fund so designated and established pursuant to Section
4.1 hereof.
TRUST INDENTURE - 6
56125.0001.11976027.7
“DTC” means the Depository Trust Company and Clearing Corporation (a limited
purpose trust company), New York, New York.
“Environmental Law” means any federal, state or local environmental statute, regulation,
or ordinance presently in effect or that may be promulgated in the future as such statutes,
regulations and ordinances may be amended from time to time, including but not limited to the
statutes listed below:
(a) Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901
et seq.;
(b) Comprehensive Environmental Response, Compensation, and Liability
Act of 1980;
(c) 42 U.S.C. § 9601 et seq.;
(d) Clean Air Act, 42 U.S.C. § 7401 et seq.;
(e) Federal Water Pollution Control Act (Clean Water Act of 1977), 33
U.S.C. § 1251 et seq.;
(f) Federal Insecticide, Fungicide, and Rodenticide Act (Federal Pesticide Act
of 1978);
(g) 7 U.S.C. § 136 et seq.;
(h) Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; and
(i) Safe Drinking Water Act, 42 U.S.C. § 300f et seq.
“Event of Default” means any of the events specified in Section 7.1 hereof to be an Event
of Default.
“Event of Nonrenewal” means the election by the City to not renew the Lease for the next
Renewal Term as provided in Section 5.1(b) of the Lease, provided that election by the City not
to enter into a Renewal Term subsequent to the exercise of an Option to Purchase shall not
constitute an Event of Nonrenewal. An Event of Nonrenewal shall be effective upon expiration
of the current Lease Term of the Lease.
“Favorable Opinion” means an opinion of Special Counsel addressed to th e Bank and the
Trustee to the effect that (i) the action proposed to be taken is authorized or permitted by the law
of the State and this Trust Indenture and (ii) such action will not adversely affect the exclusion
from gross income of interest on the Certificates for purposes of federal income taxation.
“Fiscal Year” means that period adopted by City as its annual accounting period,
October 1 through September 30.
TRUST INDENTURE - 7
56125.0001.11976027.7
“Funds” mean the Construction Fund, the Costs of Issuance Fund, and the Debt Service
Fund, and any and all subaccounts established thereunder.
“Government Obligations” means direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed as to full and timely payment b y, the United
States of America.
“Hazardous Substances” means any substance or material defined or designated as
hazardous or toxic waste, hazardous or toxic material, a hazardous, toxic or radioactive
substance, or other similar term, by any Environmental Law.
“Holder” or “Owner” means the registered owner of a Certificate.
“Indemnitees” shall have the meaning set forth in Section 8.10(c) of the Lease.
“Indenture” means this Annual Appropriation Trust Indenture as amended or
supplemented at the time in question.
“Initial Term” means the initial term of the Lease commencing on November __, 2019
and terminating on September 30, 2020.
“Insurance Consultant” shall mean a Person which is not, and no member, stockholder,
director, officer or employee of which is, an officer, director or employee of City or the Bank,
and which is a nationally recognized insurance consultant selected by City having the skill and
experience necessary to render the particular report required by the provisions hereof in which
such requirement appears.
“Interest Payment Date” means each March 1 and September 1, commencing March 1,
2020.
“Lease” means the Annual Appropriation Lease Agreement.
“Lease Payment Date,” under the Lease, means with respect to the Initial Term, the later
of December 1, 2019, or effective date of the Lease (as defined in the Lease), and each
December 1 thereafter following commencement of each Renewal Term.
“Lease Payments” means the installment payments received or receivable by the Bank
from City with respect to the Certificates pursuant to Section 5.3 of the Lease. Exhibit B
attached to the Lease is a schedule of the Lease Payments attributable to the Lease, subject to
annual appropriation and renewal of the Lease.
“Lease Term” means the period beginning on the effective date of the Lease and ending
on September 30, 2020, constituting the Initial Term, and subject to the provisions of the Lease,
any Renewal Terms, none of which shall exceed one Fiscal Year in length.
“Maturity Date” means, with respect to the Certificates, September 1 of the years
reflected on Exhibit C hereto, with the final maturity on September 1, 2044.
TRUST INDENTURE - 8
56125.0001.11976027.7
“Moody’s” means Moody’s Investors Service, Inc., New York, New York, its successors
and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform
the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other
nationally recognized securities rating agency designated in writing by City.
“Net Certificate Proceeds” means the gross proceeds of the sale of the Certificates less
the amount of underwriter’s discount, plus the amount of any net original issue premium or less
the amount of any original issue discount.
“Net Proceeds” means proceeds (net of all expenses, including all attorneys’ fees,
incurred in the collection thereof) from insurance, condemnation awards (or other similar
amounts) received as a result of any damage to, destruction or taking under the power of eminent
domain of the Facilities.
“Notice of Intent to Renew” means a written notice authorized and provided to the Bank
and Trustee by the Council on or before August 1 and no later than August 15 of each year
stating that City intends to renew the Lease for an additional Renewal Term beginning on the
following October 1 conditioned upon appropriation by the Council of the Lease Payments for
such Renewal Term.
“Notice of Renewal” means a written notice delivered to the Bank and Trustee by the
Council promptly following the adoption of City’s budget containing the appropriation of the
Lease Payments for an additional Renewal Term and in no event later than September 15
preceding the next Renewal Term, accompanied by a certified copy of the resolution or other
official action of the Council adopting its budget which includes the expenditure of funds for
Lease Payments for said Renewal Term.
“Office” of an entity means its office at the address set forth in Section 12.3, or any other
office designated in writing by such entity to City, the Bank and the Trustee as the Office of such
entity for purposes of this Trust Indenture; provided that, for the purposes of the definition of
“Business Day” herein, the Office of the Trustee shall be its designated office in Boise, Idaho, as
set forth in Section 12.3.
“Opinion of Special Counsel” shall mean an opinion in writing signed by Special
Counsel.
“Opinion of Counsel” shall mean an opinion in writing signed by an attorney or firm of
attorneys who may be counsel for the Bank or City, or other counsel acceptable to the Trustee.
“Options to Purchase” mean the options described in Article XI of the Lease pursuant to
which City is granted options to purchase the Improvements.
“Outstanding,” in connection with the Certificates means, as of any particular date, all
Certificates issued, sold and delivered under this Trust Indenture, except:
(a) Certificates (or portions thereof) canceled or required to be canceled under
Section 2.13;
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(b) Certificates which are deemed paid in accordance with Article XI; and
(c) Certificates in substitution for which other Certificates have been
authenticated and delivered pursuant to Article II.
In determining whether the Owners of a requisite aggregate principal amount of
Certificates Outstanding have concurred in any request, demand, authorization, direction,
notice, consent or waiver under the provisions hereof or of the Lease, any Certificates
which the Trustee knows to be owned by City shall be disregarded for the purpose of any
such determination.
“Owner” or “Holder” means the registered owner of a Certificate.
“Permitted Encumbrances” shall be those liens and encumbrances set forth in Exhibit C
to the Lease.
“Permitted Investments” means such investments as shall be legal investments for such
funds under Idaho law as then in effect.
“Person” shall include an individual, association, unincorporated organization, a
corporation, partnership, joint venture, business trust or a government or an agency or a political
subdivision thereof, or any other entity.
“Primary Lease” means the Primary Lease dated as of November __, 2019, between City,
as lessor, and the Bank, as lessee, pursuant to which the Facilities are leased by City to the Bank,
and any amendments and supplements thereto.
“Rating Service” means Moody’s and its successors and assigns, or if Moody’s shall be
dissolved or no longer assigning credit ratings to long-term debt, then any other nationally
recognized entity assigning credit ratings to long-term debt designated in writing by City.
“Rebate Fund” means the fund so designated which is established pursuant to Section
4.4.
“Rebate Requirement” shall have the meaning designated in Section 4.4(a) hereof.
“Record Date” means, as the case may be, the 15th day of the month preceding an Interest
Payment Date, or the Special Record Date.
“Renewal Term” means any renewal of the Lease by City commencing on October 1,
2020, or on any subsequent October 1, and terminating on the following September 30. Each
Renewal Term shall be for no more than one year in duration. The final Renewal Term shall
commence October 1, 20__, and terminate September 30, 20__, unless the Lease shall be earlier
terminated as provided therein.
“Representation Letter” means the representation letter from City to DTC or any blanket
issuer letter of representation executed by City in favor of DTC.
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“Responsible Officer” means, when used with respect to the Trustee, any officer within
the corporate trust department of the Trustee, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee
who customarily performs functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is referred because of
such person’s knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Trust Indenture.
“Special Counsel” means an attorney or firm of attorneys of nationally recognized
standing in matters pertaining to obligations issued by states and their political subdivisions and
the exclusion of interest thereon from gross income for federal income tax purposes, appointed
by City.
“Special Record Date” means such date as may be fixed for the payment of defaulted
interest in accordance with Section 2.9(c).
“State” means the State of Idaho.
“Supplemental Indenture” shall mean an indenture supplemental to, and authorized and
executed pursuant to the terms of this Trust Indenture.
“Tax Certificate” means the Tax Certificate dated as of the date of issuance of the
Certificates executed by City and delivered to the Trustee.
“Trust Estate” means the property pledged and assigned to the Trustee pursuant to the
granting clauses of this Trust Indenture.
“Trustee” means Zions Bancorporation, National Association, a national banking
association, acting as a fiduciary under this Trust Indenture, being the registrar, paying agent and
trustee under this Trust Indenture for the benefit of the Certificate Holders, and its successor or
successors and any corporation or association resulting from or surviving any consolidation or
merger to which it or its successor(s) may be a part and any other corporation or association
which may at any time be substituted in its place as successor trustee pursuant to Article VIII or
otherwise (in each case including collectively each separate trustee and each co -trustee (if any),
acting jointly or separately, appointed and acting pursuant to Section 8.17). The “Office of the
Trustee” shall mean the designated Corporate Trust Office of the Trustee in Boise, Idaho, at
which at any particular time its corporate trust business shall be administered (which office at the
time of the execution of this Trust Indenture is located at 800 W Main St, Suite 700, Boise,
Idaho); provided, however, that with respect to payments on the Certificates and any exchange,
transfer, or other surrender of the Certificates, the Office of the Trustee shall mean the corporate
trust operations office of the Trustee in Salt Lake City, Utah, or such other office or location
designated by the Trustee by written notice and shall include such office of any successor
Trustee.
Section 1.2 Rules of Construction; Time of Day. In this Trust Indenture, unless
otherwise indicated, (i) defined terms may be used in the singular or the plural, (ii) the use of any
gender includes all genders, (iii) the words “hereof,” “herein,” “hereto,” “hereby” and
“hereunder” (except in the forms of Certificates) refer to this entire Trust Indenture, and (iv) all
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references to particular Articles or Sections are references to the Articles or Sections of this Trust
Indenture. References to any time of the day in this Trust Indenture shall refer to Mountain
Standard Time or Mountain Daylight Saving Time, as in effect in the City of Chubbuck, Idaho
on such day. Unless the context clearly indicates otherwise, no covenant or provision herein
shall extend beyond the Lease Term. All obligations of City hereunder shall cease upon an
Event of Nonrenewal, unless otherwise set forth herein.
ARTICLE II.
THE CERTIFICATES
Section 2.1 Amount, Form and Issuance of Certificates.
(a) The Certificates shall, except as provided in Section 2.11, be limited in
aggregate principal amount to $[12,385,000], and shall contain substantially the terms
recited in the form of the Certificates attached hereto as Exhibit B. All Certificates shall
provide that principal (or redemption price) and interest in respect thereof shall be
payable only out of the Lease Payments. Pursuant to recommendations promulgated by
the Committee on Uniform Security Identification Procedures, “CUSIP” numbers may be
printed on the Certificates. The Certificates may bear such endorsement or legend
satisfactory to the Trustee as may be required to conform to usage or law with respect
thereto.
(b) Upon the execution and delivery hereof, the Bank shall cause the Trustee
to execute and authenticate the Certificates in the aggregate principal amount of
$[12,385,000]. At the written direction of the Bank, after authentication, the Trustee shall
deliver the Certificates to the purchasers thereof as identified in such written direction.
Section 2.2 Designation, Denominations, Maturity, Dates, and Interest Rates.
(a) The Certificates shall be designated as the “City of Chubbuck, Idaho
Annual Appropriation Certificates of Participation, Series 2019.
(b) The Certificates shall be issuable only in Authorized Denominations.
(c) The Certificates shall mature as provided in Exhibit C, subject to prior
redemption as provided in Article VI, and shall be in the form attached to this Trust
Indenture as Exhibit B. Certificates may be issued at a premium above, or at a discount
below, the original purchase price thereof.
(d) The Certificates shall bear interest at the rates per annum set forth on
Exhibit C from and including the date of issuance thereof until payment of the principal
or redemption price thereof shall have been made or provided for in accordance with the
provisions hereof, whether at maturity, upon redemption or otherwise. Payment of
interest on each Certificate shall be made on each Interest Payment Date for such
Certificate for unpaid interest accrued during the interest accrual period to the Owner of
record of such Certificate on the applicable Record Date.
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(e) The Trustee will promptly pay or cause to be paid the principal of,
redemption price, if any, and interest on all Certificates issued hereunder according to the
terms hereof. The principal, redemption price, if any and interest payments are payable
solely from the Trust Estate, which is hereby specifically pledged to the payment thereof
in the manner and to the extent herein specified. Nothing in the Certificates or in this
Indenture shall be considered or construed as pledging any funds or assets of the Trustee
other than those pledged hereby or creating any liability of the Trustee’s members,
employees or other agents.
Section 2.3 [Intentionally Omitted.]
Section 2.4 Execution. The Certificates shall be executed and authenticated by the
manual or facsimile signature of an authorized officer of the Trustee. Certificates executed as
above provided may be issued and shall, upon the written request of the Bank, be authenticated
by the Trustee, notwithstanding that any officer signing such Certificates or whose facsimile
signature appears thereon shall have ceased to hold office at the time of issuance or
authentication.
Section 2.5 Delivery of Certificates. Upon the execution and delivery of this Trust
Indenture, the Bank shall request the Trustee to execute and authenticate the Certificates and
deliver them to the initial purchaser thereof as directed by the Bank.
Prior to the delivery by the Trustee of any of the Certificates, there shall have been filed
with or delivered to the Trustee the following:
1. Ordinance of City duly adopted by its Council and certified by the City
Clerk, authorizing the execution of the Primary Lease, the Lease, and this
Trust Indenture, and approving the issuance of the Certificates;
2. A duly executed copy of this Trust Indenture;
3. A duly executed cop y of the Primary Lease;
4. A duly executed cop y of the Lease; and
5. A written request and authorization to the Trustee by the Bank to
authenticate and deliver the Certificates to the initial purchaser(s) thereof
upon payment to the Trustee for the account of the Bank of a sum
specified in such written request and authorization plus accrued interest, if
any, to the date of delivery of the Certificates.
Section 2.6 Authentication. No Certificate shall be valid for any purpose until
authenticated and duly executed and dated by the Trustee as provided in this Trust Indenture, and
such authentication shall be conclusive proof that such Certificate has been duly authenticated
and delivered under this Trust Indenture and that the Owner thereof is entitled to the benefit of
the trust hereby created.
Section 2.7 Registration, Transfer and Exchange.
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(a) All Certificates shall be issued in fully registered form. The Certificates
shall be registered upon original issuance and upon subsequent transfer or exchange as
provided in this Trust Indenture. The Trustee shall act as registrar and transfer agent for
the Certificates. The Trustee shall keep at its Office a register (herein sometimes referred
to as the “Certificate Register”) in which, subject to such reasonable regulations as it or
the Bank may prescribe, the Bank shall provide for the registration of the Certificates and
for the registration of transfers of the Certificates. The Trustee shall, at any time as
reasonably requested by the Bank, certify and furnish to the Bank the names, addresses
and holdings of Certificate Holders and any other relevant information reflected in the
Certificate Register, and the Bank shall for all purposes be fully entitled to rely upon the
information so furnished to it and shall have no liability or responsibility in connection
with the preparation thereof.
(b) Certificates may be transferred only on the Certificate Register. Upon
surrender for transfer of any Certificate at the Office of the Trustee, the Trustee shall
issue and authenticate and deliver in the name of the tr ansferee or transferees, one or
more new fully registered Certificates of like series and maturity of Authorized
Denominations for the aggregate principal amount which the Owner is entitled to receive.
(c) At the option of an Owner, Certificates may be exchanged for other
Certificates of any other Authorized Denomination, of like series and of a like aggregate
principal amount, upon surrender of the Certificates to be exchanged at the Office of the
Trustee. Whenever any Certificates are so surrendered for exchange, the Bank shall
cause to be issued and the Trustee shall authenticate and deliver the Certificates which the
Owner making the exchange is entitled to receive.
(d) All Certificates presented for transfer or exchange, redemption or payment
(if so required by the Bank or the Trustee), shall be accompanied by a written instrument
or instruments of transfer or authorization for exchange, in form and with guaranty of
signatures satisfactory to the Trustee, duly executed by the Owner or by his attorney duly
authorized in writing.
(e) No service charge shall be made for any transfer or exchange of
Certificates, but the Bank may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto.
(f) The Bank shall not be required to transfer or exchange any Certificates
selected, called or being called for redemption in whole or in part until the applicable
redemption date.
(g) New Certificates delivered upon any transfer or exchange shall be valid
obligations of City, evidencing the same debt as the Certificates surrendered, shall be
secured by this Trust Indenture and shall be entitled to all of the security and benefits
hereof to the same extent as the Certificates surrendered.
Section 2.8 Persons Deemed Owners. The Bank and the Trustee may deem and treat
the person in whose name ownership of any Certificate is registered as the absolute Owner
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thereof (whether or not such Certificate shall be overdue and notwithstanding any notation of
ownership or other writing thereon made by anyone other than the Trustee) for the purpose of
receiving payment of or on account of the principal of (and premium, if any, on), and (subject to
Section 2.9) interest on, such Certificate, and for all other purposes, and neither the Bank nor the
Trustee shall be affected by any notice to the contrary. All such payments so made to any such
Owner, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual
to satisfy and discharge the liability for moneys payable upon any such Certificate.
Section 2.9 Payment of Principal and Interest; Record Dates.
(a) The principal and redemption price of any Certificate shall be payable
upon presentation and surrender of such Certificate at the Office of the Trustee. Interest
on any Certificate on each Interest Payment Date in respect thereof shall be payable by
check mailed on the applicable Interest Payment Date to the address of the person entitled
thereto as such address shall appear in the Certificate Register; provided that at the
written request of the Owner of at least $1,000,000 aggregate principal amount of
Certificates received by the Trustee at least one Business Day before the corresponding
Record Date, interest accrued on the Certificates will be payable by wire transfer within
the continental United States in immediately available funds to the bank account number
of such Owner specified in such request and entered by the Trustee on the Certificate
Register. The principal or redemption price becoming due with respect to Certificates
shall, at the written request of the Owner of at least $1,000,000 aggregate principal
amount of such Certificates, be paid by wire transfer within the continental United States
in immediately available funds to the bank account number of such Owner appearing on
the Certificate Register, but only upon presentation and surrender of such Certificates.
The principal, redemption price of and interest on the Certificates shall be paid in any
coin or currency of the United States of America which, at the time of payment, is legal
tender for the payment of public and private debts.
(b) Interest on any Certificate which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the person in whose name the
Certificate is registered at the close of business on the Record Date for such interest.
(c) Any interest on any Certificate which is payable on any Interest Payment
Date but is not paid or provided for on such date or within three Business Days thereafter
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the Owner on
the relevant Record Date by virtue of having been such Owner, and such Defaulted
Interest shall be paid, pursuant to Section 7.4, to the Owner in whose name the Certificate
is registered at the close of business on a Special Record Date to be fixed by the Trustee,
such date to be not more than fifteen (15) nor less than five (5) days prior to the date of
proposed payment. The Trustee shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, first class postage
prepaid, to each Certificate Holders, at his address as it appears in the Certificate
Register, not less than ten (10) days prior to such Special Record Date.
(d) Subject to the foregoing provisions of this Section, each Certificate
delivered under this Trust Indenture upon transfer of or exchange for or in lieu of any
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other Certificate shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Certificate.
Section 2.10 Book-Entry Certificates.
(a) Except as provided in subparagraph (c) of this Section 2.10, the registered
Owner of all of the Certificates shall be DTC and the Certificates shall be registered in
the name of Cede & Co., as nominee for DTC. Payment of interest on any Certificate
registered as of each Record Date in the name of Cede & Co. shall be made by wire
transfer of immediately available funds to the account of Cede & Co. on the Interest
Payment Date for the Certificates at the address indicated on the Record Date or Special
Record Date for Cede & Co. in the Certificate Register kept by the Trustee.
(b) The Certificates shall be initially issued in the form of separate single fully
registered Certificates, authenticated by the Trustee in the amount of each separately
stated maturity of each series of the Certificates. Upon initial issuance, the ownership of
such Certificates shall be registered in the registry books of the Bank kept by the Trustee
in the name of Cede & Co., as nominee of DTC. The Trustee and the Bank shall treat
DTC (or its nominee) as the sole and exclusive owner of the Certificates registered in its
name for the purposes of payment of the principal or redemption price of or interest on
the Certificates, selecting the Certificates or portions thereof to be redeemed, giving any
notice permitted or required to be given to Certificate Holders under this Trust Indenture,
registering the transfer of Certificates, obtaining any consent or other action to be taken
by Certificate Holders and for all other purposes whatsoever, and neither the Trustee nor
the Bank shall be affected by any notice to the contrary. Neither the Trustee nor the Bank
shall have any responsibility or obligation to any DTC participant, any person claiming a
beneficial ownership interest in the Certificates under or through DTC or any DTC
participant, or any other person which is not shown on the registration books of the
Trustee as being a Certificate Holder, with respect to: (i) the accuracy of any records
maintained by DTC or any DTC participant; (ii) the payment of DTC or any DTC
participant of any amount in respect of the principal or redemption price of or interest on
the Certificates; (iii) any notice which is permitted or required to be given to Certificate
Holders under this Trust Indenture; (iv) the selection by DTC or any DTC participant of
any person to receive payment in the event of a partial redemption of the Certificates; or
(v) any consent given or other action taken by DTC as Certificate Holders. The Trustee
shall pay all principal or premium, if any, and interest on the Certificates only to or “upon
the order of” (as that term is used in the Uniform Commercial Code as adopted in the
State) DTC and all such payments shall be valid and effective to fully satisfy and
discharge the Bank’s obligations with respect to the principal of and premium, if any, and
interest on the Certificates to the extent of the sum or sums so paid. No person other than
DTC shall receive an authenticated Certificate for each separately stated maturity of the
respective series evidencing the obligation of the Bank to make payments of principal of
and premium, if any, and interest pursuant to this Trust Indenture. Upon delivery by DTC
to the Trustee of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions herein with respect to
Record Dates, the word “Cede & Co.” in this Trust Indenture shall be deemed to be
changed to reflect such new nominee of DTC.
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(c) In the event the Trustee (at the direction of the Bank) determines that it is
in the best interest of the Beneficial Owners of the Certificates that they be able to obtain
Certificates, the Bank may notify in writing DTC and the Trustee, whereupon DTC will
notify the DTC participants of the availability through DTC of Certificates. In such
event, the Trustee, at the expense of the Bank, shall deliver, transfer and exchange
Certificates as directed in writing by DTC as the Certificate Holders in appropriate
amounts. DTC may determine to discontinue providing its services with respect to the
Certificates at any time by giving written notice to the Bank and the Trustee and
discharging its responsibilities with respect thereto under applicable law. Under such
circumstances (if there is no successor securities depository), the Bank and the Trustee, at
the expense of the Bank, shall be obligated to deliver Certificates in the form of fully
registered Certificates without coupons in Authorized Denominations of $5,000, or any
integral multiple thereof. The Trustee shall treat any Certificate of a denomination
greater than $5,000 as representing that number of separate Certificates each of the
denomination of $5,000 as can be obtained by dividing the actual principal amount of
such Certificate by $5,000. In the event Certificates are issued, the provisions of this
Trust Indenture shall apply to, among other things, the transfer and exchange of such
Certificates and the method of payment of principal of and interest on such Certificates.
Whenever DTC requests the Bank and the Trustee to do so, the Trustee and the Bank will
cooperate with DTC in taking appropriate action after reasonable written notice (i) to
make available one or more separate Certificates evidencing the Certificates to any DTC
participant having Certificates credited to its DTC account, or (ii) to arrange for another
securities depository to maintain custody of Certificates evidencing the Certificates.
(d) Notwithstanding any other provision of this Trust Indenture to the
contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee
of DTC, all payments with respect to the principal of and premium, if any, and interest on
such Certificate and all notices with respect to such Certificate shall be made and given,
respectively, to DTC as provided in the Representation Letter.
(e) In connection with any notice or other communication to be provided to
Certificate Holders pursuant to this Trust Indenture by the Bank or the Trustee with
respect to any consent or other action to be taken by Certificate Holders, the Bank or the
Trustee, as the case may be, shall establish a record date for such consent or other action
and give DTC as sole Certificates Holder notice of such record date not less than fifteen
(15) calendar days in advance of such record date to the extent possible. Notice to DTC
shall be given only when DTC is the sole Certificates Holder.
Section 2.11 Mutilated, Destroyed, Lost or Stolen Certificates.
(a) If any Certificate shall become mutilated, lost, stolen or destroyed, the
affected Certificate Holders shall be entitled to the issuance of a substitute Certificate
only as follows:
(i) in the case of a lost, stolen or destroyed Certificate, the Certificate
Holders shall (i) provide notice of the loss, theft or destruction to the Trustee
within a reasonable time after the Certificate Holders receives notice of the loss,
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theft or destruction, (ii) request the issuance of a substitute Certificate, and (iii)
provide evidence satisfactory to the Trustee of the ownership and the loss, theft or
destruction of the affected Certificate;
(ii) in the case of a mutilated Certificate, the Certificate Holders shall
surrender the Certificate to the Trustee for cancellation; and
(iii) in all cases, the Certificate Holders shall provide indemnity against
any and all claims arising out of or otherwise related to the issuance of substitute
Certificates pursuant to this Section 2.11 satisfactory to the Trustee and the Bank.
Upon compliance with the foregoing, a new Certificate of like tenor and denomination,
including the same series, issued by the Trustee, shall be authenticated by the Trustee and
delivered to the Certificate Holders, all at the expense of the Certificate Holders to whom
the substitute Certificate is delivered. Notwithstanding the foregoing, the Trustee shall
not be required to authenticate and deliver any substitute Certificate for a Certificate
which has been called for redemption or which has matured or is about to mature and, in
any such case, the principal or redemption price and interest then due or becoming due
shall be paid by the Trustee with funds available under this Trust Indenture for such
purpose in accordance with the terms of the mutilated, lost, stolen or destroyed
Certificate without substitution therefor.
(b) Every substituted Certificate issued pursuant to this Section 2.11 shall
constitute an additional contractual obligation of City and shall be entitled to all the
benefits of this Trust Indenture equally and proportionately with any and all other
Certificates duly issued hereunder unless the Certificate alleged to have been destroyed,
lost or stolen shall be at any time enforceable by a bona fide purchaser for value without
notice. In the event the Certificate alleged to have been destroyed, lost or stolen shall be
enforceable by anyone, the Bank may recover the substitute Certificate from the
Certificate Holders to whom it was issued or from anyone taking under the Certificate
Holders except a bona fide purchaser for value without notice.
(c) All Certificates shall be held and owned upon the express condition that
the foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Certificates, and shall preclude any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments or
investment or other securities without their surrender.
Section 2.12 Temporary Certificates. Pending preparation of definitive Certificates,
or by agreement with the purchasers of all the Certificates, upon request of the Bank, the Trustee
may issue and authenticate, in lieu of definitive Certificates, one or more temporary printed or
typewritten Certificates in Authorized Denominations of substantially the tenor recited above.
Upon request of the Bank, the Trustee shall authenticate definitive Certificates of the same series
and maturity in exchange for and upon surrender of an equal principal amount of temporary
Certificates. Until so exchanged, temporary Certificates shall have the same rights, remedies and
security hereunder as definitive Certificates.
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Section 2.13 Cancellation and Destruction of Surrendered Certificates. Certificates
surrendered for payment, redemption, transfer or exchange and Certificates surrendered to the
Trustee by the Bank for cancellation shall be canceled and destroyed by the Trustee in
accordance with applicable law. Upon request, the Trustee shall deliver to the Bank certificates
of destruction in respect of all Certificates so destroyed.
Section 2.14 Disposition of Proceeds of Certificates. Upon the issuance and sale of
the Certificates, the Bank shall cause the proceeds thereof to be delivered to the Trustee, and the
Trustee shall forthwith deposit such proceeds as provided in Section 4.2 of the Lease.
ARTICLE III.
CONSTRUCTION FUND AND COSTS OF ISSUANCE FUND
Section 3.1 Construction Fund.
(a) There is hereby established with the Trustee, as described in this Article
III, a fund designated as the “Construction Fund.”
(b) Except as otherwise provided herein, moneys on deposit in the
Construction Fund shall be used to pay Costs of Acquisition and Construction of the
Improvements.
(c) Upon delivery to the Trustee of a written request of City, in the form
provided under the Lease, moneys on deposit in or allocated to the Construction Fund
shall be disbursed to pay Costs of Acquisition and Construction of the Improvements.
The Trustee shall be fully protected in making such requested disbursements and has no
duty or obligation to confirm that such requested disbursements constitute Costs of
Acquisition and Construction of the Improvements.
(d) Amounts on deposit in the Construction Fund may be invested by the
Trustee, if applicable, pursuant to a written certificate of City in Permitted Investments
that mature not later than such times as shall be necessary to provide moneys when
needed to pay such Costs of Acquisition and Construction. The interest, as well as the
gain, if any, on such investments shall be deposited into the Construction Fund.
(e) After the payment of the Costs of Acquisition and Construction of the
Improvements, as certified by the City, any monies remaining in the Construction Fund
shall be transferred (1) first, to the Rebate Fund in an amount required to comply with
this Trust Indenture, and (2) second, to the extent of any remaining balance, to the Debt
Service Fund, and the Construction Fund shall thereafter be closed and terminated.
Section 3.2 Costs of Issuance Fund.
(a) There is hereby established with the Trustee, as described in this Section
3.2, a fund designated as the “Costs of Issuance Fund” into which shall be deposited so
much of the Net Certificate Proceeds as shall be required to pay the Costs of Issuance of
the Certificates, which amount is stated in Section 4.2 of the Lease, and from which the
Costs of Issuance (except the underwriter’s compensation) shall be paid by the Trustee
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pursuant to a written certificate and request of City. Such amounts shall be paid by the
Trustee upon receipt of such written certificate and request of City and the Trustee has no
duty or obligation to confirm that such requested amounts constitute Costs of Issuance.
(b) Moneys in the Costs of Issuance Fund shall be invested by the Trustee in
Permitted Investments pursuant to a written certificate by City. The interest, as well as
the gain, if any, on such investments shall be deposited into the Costs of Issuance Fund.
(c) Any balance remaining in the Costs of Issuance Fund after payment of the
Costs of Issuance, or ninety (90) days, whichever shall first occur, shall be transferred to
the Construction Fund, and the Costs of Issuance Fund shall thereupon be closed.
(d) Upon an occurrence of an Event of Default hereunder and the exercise by
the Trustee of the remedy specified in Section 7.1 hereof, any moneys in the Costs of
Issuance Fund, after any transfer to the Rebate Fund, shall be transferred by the Trustee
to the Debt Service Fund and applied in accordance with Section 7.4 hereof.
ARTICLE IV.
DEBT SERVICE FUND AND REBATE FUND
Section 4.1 Debt Service Fund.
(a) Establishment of Debt Service Fund. There is hereby established with the
Trustee, as described in this Section 4.1, a fund designated as the “Debt Service Fund,”
for the payment of principal of, premium, if any, and interest on the Certificates.
(b) Deposits into the Debt Service Fund. Upon receipt of Lease Payments to
be used to pay principal of, premium, if any, and interest on the Certificates pursuant to
the Lease, the Bank shall cause the Trustee to deposit such amounts into the Debt Service
Fund.
(c) Application of Debt Service Fund. Except as otherwise provided in
Section 7.4 herein, moneys in the Debt Service Fund shall be applied to the following in
the order of priority indicated:
(1) the payment when due of principal of, premium, if any, and interest
on the Certificates, other than Certificates then owned by City;
(2) the payment when due of principal of, premium, if any, and interest
on Certificates owned by City.
(d) Credits. If at any time the Trustee has funds, which under the provisions
of this Trust Indenture are to be applied to pay the principal or redemption price of or
interest on the Certificates, the Bank, to the extent that such funds are to be so applied,
shall reduce the payments due from City under the Lease, equal to the amount of such
funds.
Section 4.2 [Intentionally Omitted].
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56125.0001.11976027.7
Section 4.3 Moneys To Be Held for All Certificate Holders; Certain Exceptions.
Moneys and investments thereon in the Debt Service Fund shall, until applied as provided in this
Trust Indenture, be held by the Trustee for the benefit of the Owners of all Outstanding
Certificates as provided herein, except that any portion of the moneys on deposit therein
representing principal or redemption price of, and interest on, any Certificates previously
matured or called for redemption in accordance with Article VI shall be held for the benefit of
the Owners of such Certificates only.
Section 4.4 Rebate Fund.
(a) There is hereby established with the Trustee a fund designated as the
“Rebate Fund” which shall be held separate and apart from all other Funds established
under this Trust Indenture. During the Lease Term and promptly after the end of each
fifth Certificate Year (and not later than 30 days after the redemption, payment at
maturity or other retirement of the last Certificate), City, using such Consultants as it
deems necessary, shall calculate the amount, if any, required to be rebated as of such date
to the United States Treasury with respect to the Certificates (the “Rebate Requirement”),
and shall instruct the Trustee in writing to transfer such amounts from the Debt Service
Fund to the Rebate Fund or shall otherwise pay such amounts to the Trustee for deposit
into the Rebate Fund from funds appropriated therefor. All amounts in the Rebate Fund,
including income earned from investment of the Rebate Fund, shall be held by the
Trustee free and clear of the lien of this Trust Indenture, and the Trustee shall pay said
amounts over to the United States from time to time as the Trustee shall be instructed in
writing by City, in accordance with the Tax Certificate.
(b) The Trustee shall retain records of the determinations of the amount
required to be deposited in the Rebate Fund that it receives from City or City’s
Consultants, of the proceeds of any investments of moneys in the Rebate Fund, and of the
amounts paid to the United States until the date six years after the discharge of the last of
the Certificates.
(c) Notwithstanding anything in this Section 4.4 or this Trust Indenture to the
contrary, the Trustee shall not have any obligation to calculate the Rebate Requirement,
review or ascertain the accuracy of the information contained in any instruction or
calculation provided to the Trustee by City or its Consultants in connection with the
Rebate Requirement determination and the deposits into or disbursements from the
Rebate Fund, but shall be entitled to rely on such statements and the information
contained therein in all respects for all purposes.
ARTICLE V.
INVESTMENT OR DEPOSIT OF FUNDS
Section 5.1 Deposits and Security Therefor. All moneys received by the Trustee
under this Trust Indenture shall be considered trust funds, shall not be subject to lien or
attachment and shall, except as hereinafter provided, be deposited with the Trustee until or unless
invested or deposited as provided in Section 5.2. The Rebate Fund is held solely for the benefit
of the United States Government and not for the benefit of the Certificate Holders or the Trustee.
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56125.0001.11976027.7
All deposits with the Trustee (whether original deposits under this Section or deposits or
redeposits in time accounts under Section 5.2) shall be secured as required by applicable law for
such trust deposits.
Section 5.2 Investment or Deposit of Funds.
(a) Pending their use under this Trust Indenture, moneys in all funds held by
the Trustee shall be invested by the Trustee at the written direction of City in Permitted
Investments maturing or redeemable at the option of the Holder at or before the time
when such moneys are expected to be needed. Moneys in all funds other than the Rebate
Fund held by the Trustee shall be held in trust solely for Owners of the Certificates who
shall have a first lien thereon. Any investments pursuant to this subsection shall be held
by the Trustee as a part of the applicable fund and shall be sold or redeemed to the extent
necessary to make payments or transfers or anticipated payments or transfers from such
fund.
(b) Except as set forth below, any interest realized on investments in any fund
and any profit realized upon the sale or other disposition thereof shall be credited to the
fund with respect to which they were earned and any loss shall be charged thereto.
Earnings (which for such purposes include net profit and are after deduction of net loss)
on moneys deposited in the Debt Service Fund shall be deposited or retained, as
appropriate, in the Debt Service Fund.
(c) The Trustee may hold undivided interests in Permitted Investments for
more than one fund (for which they are eligible) and may make interfund transfers in
kind.
(d) Investments in all funds other than the Rebate Fund shall be valued by the
Trustee as of the end of each Fiscal Year, as follows: (i) as to investments the bid and
asked prices of which are published on a regular basis in The Wall Street Journal (or, if
not there, then in The New York Times): the average of the bid and asked prices for such
investments so published on or most recently prior to such time of determination; (ii) as
to investments the bid and asked prices of which are not published on a regular basis in
The Wall Street Journal or The New York Times: the average bid price at such time of
determination for such investments by any two nationally recognized government
securities dealers at the time making a market in such investments or the bid price
published by a nationally recognized pricing service or as quoted by a pricing service
used by the Trustee; (iii) as to Certificates of deposit and bankers acceptances: the face
amount thereof, plus accrued interest; and (iv) as to any investment not specified above:
the value thereof established by prior agreement between City and the Trustee.
Investments in the Rebate Fund shall be valued at amortized cost or market value,
whichever is less. Valuations of all funds shall be made at such other times as shall be
reasonably requested by City and at the expense of City. City acknowledges and agrees
that the Trustee shall (i) only be required to report the value of any assets on statements,
books, and records according to the price provided by pricing services and sources relied
upon by the Trustee, and (ii) not have any duty to independently value any asset or an
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56125.0001.11976027.7
obligation to report a value other than the price provided by pricing servi ces and sources
relied upon by Trustee
(e) If at any time City fails to direct the investment of amounts held by the
Trustee, the Trustee shall hold such amounts uninvested in Cash, with no liability for
interest. The Trustee may conclusively rely upon City’s written investment instructions as
to both the suitability and legality of the directed investments and such written direction
shall be deemed to be a certification that such directed investments constitute Permitted
Investments. The Trustee shall be permitted to charge to City its standard fees and all
expenses in connection with any services performed in accordance with this Section 5.2.
The Trustee shall not make any representation as to the accuracy of any quotation of
market price of any security or investment (or the accrued interest thereon) in any Fund,
and City, during the Lease Term and from funds appropriated therefor, hereby agrees to
indemnify and hold harmless the Trustee, its officers, employees, agents and attorneys
from and against any and all liabilities, claims and charges, etc. in connection with or
resulting from the Trustee’s valuation of the investments in any Funds or accounts as
provided in this Trust Indenture.
(f) City acknowledges that to the extent regulations of the Comptroller of the
Currency or any other regulatory entity grant City the right to receive brokerage
confirmations of the security transactions as they occur, City specifically waives receipt
of such confirmations to the extent permitted by law. The Trustee will furnish City
periodic cash transaction statements that include the detail for all investment transactions
made by the Trustee hereunder.
(g) The Trustee shall be entitled to assume that any investment that, at the
time of purchase, is a Permitted Investment remains a Permitted Investment thereafter,
including at the time of reinvestment of earnings thereof in the same type of investment.
(h) The Trustee may elect, but shall not be obligated, to credit the funds and
accounts held by it with moneys representing income or principal payments due on, or
sales proceeds due in respect of, Permitted Investments in such funds and accounts, or to
credit to Permitted Investments intended to be purchased with such moneys, in each case
before actually receiving the requisite moneys from the payment source, or to otherwise
advance funds for account transactions. City acknowledges that the legal obligation to
pay the purchase price of any Permitted Investments arises immediately at the time of the
purchase. Notwithstanding anything else in this Trust Indenture, (i) any such crediting of
funds or assets shall be provisional in nature, and the Trustee shall be authorized to
reverse any such transactions or advances of funds in the event that it does not receive
good funds with respect thereto, and (ii) nothing in this Trust Indenture shall constitute a
waiver of any of the Trustee’s rights as a securities intermediary under Uniform
Commercial Code §9-206.
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56125.0001.11976027.7
ARTICLE VI.
REDEMPTION OF CERTIFICATES
Section 6.1 Certificates Subject to Redemption; Selection of Certificates to be
Called for Redemption. The Certificates are subject to redemption prior to maturity as
provided below and in the form of Certificates attached hereto as Exhibit B. Except as otherwise
provided herein or in the Certificates, if less than all the Certificates are to be redeemed, the
particular Certificates to be called for redemption shall be selected by lot or by such other
method as the Trustee deems fair and appropriate. The Trustee shall treat any Certificate of a
denomination greater than $5,000 as representing that number of separate Certificates each of the
denomination of $5,000 as can be obtained by dividing the actual principal amount of such
Certificate by $5,000.
Section 6.2 Notice of Redemption. Notice of redemption shall be given by the
Trustee by registered mail, not less than thirty (30) or more than sixty (60) days prior to the
redemption date, to the Owners, as of the Record Date, of each Certificate which is subject to
redemption, at the address of such Owner as it appears in the registration books of the Bank kept
by the Trustee, or at such other address as is furnished to the Trustee in writing by such Owner
on or prior to the Record Date. Each notice of redemption shall state the name and series of the
Certificates, the Record Date, the redemption date, the place of redemption, the principal amount
if less than all, the distinctive numbers of the Certificates or portions of Certificates to be
redeemed, and also shall state that the interest on the Certificates in such notice designated for
redemption shall cease to accrue from and after such redemption date and that, on said date, there
will become due and payable on each of said Certificates the principal thereof, interest accrued
thereon to the redemption date, and premium, if any. Any notice mailed as provided in this
Section shall be conclusively presumed to have been duly given, whether or not the Owner or
other recipient receives such notice. Failure to mail such notice or any defect therein shall not
affect the validity of the proceedings for redemption of the Certificates.
In addition to the foregoing notice, further notice shall be given by the Trustee as set out
below, but no defect in said further notice or any failure to give all or any portion of such further
notice shall affect in any manner the validity of a call for redemption if notice thereof is given as
above prescribed.
(a) Each further notice of redemption given hereunder shall contain the
information required above for an official notice of redemption plus (i) the CUSIP
numbers of all Certificates being redeemed; (ii) the date of issue of the Certificates as
originally issued; (iii) the rate of interest borne by each Certificates being redeemed; (iv)
the maturity date of each Certificates being redeemed; and (v) the series and any other
descriptive information needed to identify accurately the Certificates being redeemed.
(b) Each further notice of redemption shall be sent at least thirty-five (35)
days before the redemption date by telecopy, registered or certified mail or overnight
delivery service to all registered securities depositories then in the business of holding
substantial amounts of obligations of types comprising the Certificates designated to the
Trustee by City and to any nationally recognized information services designated by City
to the Trustee.
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56125.0001.11976027.7
(c) Upon the payment of the redemption price of Certificates being redeemed,
each check or other transfer of funds issued for such purpose shall bear the CUSIP
number or numbers identifying, by issue and maturity, the Certificates being redeemed
with the proceeds of such check or other transfer.
Section 6.3 Payment of Redemption Price. If (a) unconditional notice of redemption
has been duly given or duly waived by the Owners of all Certificates of a series called for
redemption or (b) conditional notice of redemption has been so given or waived and the moneys
have been duly deposited with the Trustee sufficient to make such redemption, then in either
such case the Certificates called for redemption shall be payable on the redemption date at the
applicable redemption price. Payment of the redemption price together with accrued interest
shall be made by the Trustee, out of revenues or other funds deposited for such purpose, to or
upon the order of the Owners of the Certificates called for redemption upon surrender of such
Certificates to the Office of the Trustee. Upon the payment of the redemption price of
Certificates being redeemed, each check or other transfer of funds issued for such purpose shall
bear the CUSIP number, if any, identifying by issue and maturity, the Certificates being
redeemed with the proceeds of such check or other transfer.
If conditional notice of redemption has been given and sufficient funds to pay the
redemption price, including accrued interest on the Certificates to be redeemed, shall not have
been deposited with the Trustee, such notice of redemption shall be of no force and effect and the
Trustee shall not be required to redeem the Certificates on the redemption date.
Section 6.4 Certificates Redeemed in Part. Any Certificate which is to be redeemed
only in part shall be surrendered at a place stated for the surrender of Certificates called for
redemption in the notice provided for in Section 6.2 (with due endorsement by, or a written
instrument of transfer in form satisfactory to the Trustee duly executed by, the Owner thereof or
his attorney duly authorized in writing and with guaranty of signatures satisfactory to the
Trustee) and the Bank shall cause the Trustee to authenticate and deliver to the Owner of such
Certificate without service charge, a new Certificate or Certificates, of the same series in any
authorized denomination as requested by such Owner in aggregate principal amount equal to and
in exchange for the unredeemed portion of the principal of the Certificate so surrendered.
Section 6.5 Redemption of Certificates. The Certificates are subject to optional and
mandatory sinking fund redemption as follows:
(a) The Certificates maturing on September 1 in the years 20__ through 20__,
inclusive, are not subject to optional redemption prior to their stated dates of maturity.
The Certificates maturing on or after September 1, 20__, are subject to redemption prior
to their stated dates of maturity at the election of City at any time on or after ____, 20__,
in whole or in part (maturities to be selected by City and randomly within a maturity in
such manner as the Trustee shall determine). Such optional redemption of the
Certificates shall be at a price of 100% of the principal amount of the Certificates to be so
redeemed, plus accrued interest to the date fixed for redemption.
(b) The Certificates maturing on September 1, 20__, are subject to mandatory
sinking fund redemption prior to their stated maturity, at a price of 10 0% of the principal
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56125.0001.11976027.7
amount of the Certificates to be so redeemed, plus accrued interest to the date fixed for
redemption, on September 1 of the years, and in the amounts, shown below:
SEPTEMBER 1
OF THE YEAR
20__
20__*
MANDATORY
REDEMPTION AMOUNT
$ _______
________
ARTICLE VII.
EVENTS OF DEFAULT AND EVENT OF NONRENEWAL
Section 7.1 Events of Default. In the Event of Nonrenewal or if any one or more of
the following Events of Default shall occur:
(a) if default shall be made in the due and punctual payment of the principal
or redemption price of the Certificates when and as the same shall become due and
payable, whether at maturity or by call for redemption or otherwise.
(b) if default shall be made in the due and punctual payment of any
installment of interest on the Certificates, when and as such interest installment shall
become due and payable;
(c) if default shall be made in the performance or observance of any other of
the covenants, agreements, or conditions on the part of the Bank or City under this Trust
Indenture or in the Certificates contained, and such default shall continue for a period of
thirty (30) days after written notice thereof to City and the Bank by the Trustee;
(d) if an order or decree shall be entered, with the consent or acquiescence of
City and/or the Bank, appointing a receiver or receivers of the Facilities, or any part
thereof, or if such order or decree, having been entered without the consent and
acquiescence of City and/or the Bank, shall not be vacated or discharged or stayed within
sixty (60) days after the entry thereof; or
(e) if an "event of default" as defined in Section 10.1 of the Lease shall have
occurred under the Lease and is not remedied within the time provided for remedy of
default under the Lease;
then, upon such Event of Nonrenewal or so long as such Event of Default shall not have been
remedied, unless the Outstanding Certificates shall have already become due and payable, the
Trustee (by thirty (30) days' written notice to the Bank and City), or the Beneficial Owners of not
less than twenty-five percent (25%) in aggregate principal amount of the Certificates then
Outstanding (by notice in writing to the Bank, City and the Trustee) may declare the amount
Outstanding under the Certificates, and the interest accrued thereon, to be due and payable
immediately, and upon any such declaration the same shall become and be immediately due and
payable, anything in this Trust Indenture or in the Certificates contained to the contrary
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56125.0001.11976027.7
notwithstanding; provided however, City’s liability shall not extend beyond the Lease Term.
The right of the Trustee or the Beneficial Owners of not less than twenty-five percent (25%) in
aggregate principal amount of the Certificates then Outstanding to make any such declaration as
aforesaid, however, is subject to the condition that if, at any time after such declaration, but
before the Certificates shall have matured by their terms, all overdue installments of principal
and interest on the Certificates, together with interest on such overdue installments of principal
and interest, to the extent permitted by law and reasonable and proper charges, if any, and all
other sums then payable by the Bank under this Trust Indenture shall either be paid by or for the
account of the Bank or provision satisfactory to the Trustee shall be made for such payment, and
all defaults under the Certificates or under this Trust Indenture (other than the payment of
principal and interest due and payable solely by reason of such declaration) shall be made good
or be secured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate
shall be made therefor, then and in every such case the Beneficial Owners of not less than
twenty-five percent (25%) in aggregate principal amount of the Certificates then Outstanding, by
written notice to City, the Bank and the Trustee, may rescind such declaration and annul such
default in its entirety or, if the Trustee shall have acted itself without direction of the Beneficial
Owners of the Certificates it may rescind such declaration and annul such default in its entirety,
or if the Trustee shall have acted upon the direction of the Beneficial Owners of not less than
twenty-five percent (25%) in aggregate principal amount of the Certificates then Outstanding,
unless there shall have been delivered to the Trustee written direction to the contrary by the
Beneficial Owners of a majority in aggregate principal amount of the Certificates then
Outstanding, the Trustee may rescind such declaration and annul such default in its entirety. No
such rescission or annulment shall extend to or affect any subsequent default or impair or
exhaust any right or power consequent thereon.
Section 7.2 Examination of Records After Default or Nonrenewal. The Bank
covenants that, if an Event of Default shall have happened and shall not have been remedied or if
an Event of Nonrenewal shall occur, the books of record and account of the Bank and all other
records relating to the Improvements shall at all reasonable times be subject to the inspection and
use of the Trustee and of its agents and attorneys.
Section 7.3 Disposition; Other Remedies.
(a) If an Event of Default shall have happened and shall not have been
remedied or if an Event of Nonrenewal shall occur, the Trustee may, in addition to any
other remedies provided in this Trust Indenture, terminate the Lease, cause City to vacate
or be evicted from the Facilities, or any portion thereof, take possession of the Facilities,
or any portion thereof, and may lease or sell the leasehold interest in the Facilities, as
applicable; provided that the Trustee may not sell the Bank’s leasehold interest in the
Facilities without first obtaining a waiver by City of its reversionary interest under the
Primary Lease. Any such lease, sale and assignment shall be conditioned, however, on an
agreement by the lessee or assignee to use the Facilities in a manner permitted under
applicable zoning restrictions. The Trustee shall also have the discretion and authority to
retain Consultants or managers, including the Bank or City.
(b) If any Event of Default shall have happened and shall not be remedied or
if an Event of Nonrenewal shall occur, the Trustee may take whatever action at law or in
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56125.0001.11976027.7
equity as may appear necessary or desirable to collect the amounts then due and
thereafter to become due, or to enforce performance or observance of any obligations,
agreements, or covenants of the Bank and City under the Lease and Primary Lease or this
Trust Indenture; provided however, City’s liability shall not extend beyond the Lease
Term.
Section 7.4 Application of Funds and Moneys after Default.
(a) [Intentionally Omitted.]
(b) Application of Funds. During the continuance of an Event of Default or
upon the occurrence of an Event of Nonrenewal, the Trustee shall apply all moneys held
by the Trustee pursuant to any right given or action taken under the provisions of this
Section 7.4 as follows and in the following order:
(1) To the payment of the reasonable and proper charges, expenses and
liabilities of the Trustee and the creation of a reasonable reserve for anticipated
fees, costs and expenses;
(2) To the payment of rent due pursuant to the Primary Lease;
(3) To the payment of the amounts required for reasonable and
necessary costs of operating and maintaining the Facilities as necessary, in the
judgment of the Trustee, to prevent deterioration of the Facilities or loss of
moneys therefrom. For this purpose the Bank shall review and make available the
books of record and account relating to the Improvements;
(4) To the payment of the interest and principal or redemption price
then due on the Certificates as follows:
(i) unless the principal of all of the Certificates shall have
become or have been declared due and payable,
First: To the payment to the persons entitled thereto of all
installments of interest then due in the order of the maturity of such
installments, together with accrued and unpaid interest on the Certificates
theretofore called for redemption, and, if the amount available shall not be
sufficient to pay in full any installment or installments maturing on the
same date, then to the payment thereof ratably, according to the amounts
due thereon, to the persons entitled thereto, without any discrimination or
preference; and
Second: To the payment to the persons entitled thereto of
the unpaid principal or redemption price of the Certificates which shall
have become due, whether at maturity or by call for redemption, in the
order of their due dates, and if the amount available shall not be sufficient
to pay in full all the Certificates due on any date, then to the payment
thereof ratably, according to the amounts of principal or redemption price
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56125.0001.11976027.7
due on such date, to the persons entitled thereto, without any
discrimination or preference;
(ii) if the principal of all of the Certificates shall have become
or have been declared due and payable, to the payment of the principal and
interest then due and unpaid upon the Certificates without preference or
priority of principal over interest or of interest over principal, or of any
installment of interest over any other installment of interest, or of any
Certificate over any other Certificate, ratably, according to the amounts
due respectively for principal and interest, to the persons entitled thereto
without any discrimination or preference except as to any difference in the
respective rates of interest specified in the Certificates;
(c) Terms of Application of Moneys. Whenever moneys are to be applied
pursuant to the provisions of this Section 7.4, such moneys shall be applied at such times,
and from time to time, as the Trustee shall determine, having due regard to the amount of
such moneys available for application and the likelihood of additional moneys becoming
available for such application in the future. Whenever the Trustee shall apply such funds,
it shall fix the date (which shall be an Interest Payment Date unless it shall deem another
date more suitable) upon which such application is to be made, and upon such date
interest on the amounts of principal to be paid on such dates shall cease to accrue. The
Trustee shall give such notice as it may deem appropriate of the deposit with it of any
such moneys and of the fixing of the Special Record Date and the date for payment, and
shall not be required to make payment to the Registered Owner of any Certificate until
such Certificate shall be presented to the Trustee for appropriate endorsement or for
cancellation if fully paid.
(d) Effect of Cure. If and whenever all overdue installments of interest on the
Certificates, together with the reasonable and proper charges, expenses and liabilities of
the Trustee, and all other sums payable by the Bank under this Trust Indenture, including
the principal and redemption price of and accrued unpaid interest on the Certificates
which shall then be payable by declaration or otherwise, shall either be paid by the
Trustee for the account of the Bank, or provision satisfactory to the Trustee shall be made
for such payment, and all Events of Default under this Trust Indenture shall be made
good or secured to the satisfaction of the Trustee or provision deemed by the Trustee to
be adequate shall be made therefor, the Bank and the Trustee shall be restored,
respectively, to their former positions and rights under this Trust Indenture. No such
restoration of the Bank and the Trustee to their former positions and rights shall extend to
or affect any subsequent Events of Default under this Trust Indenture or impair any right
consequent thereon.
Section 7.5 Proceedings Brought by Trustee.
(a) Institution of Proceedings. If an Event of Default shall happen and shall
not have been remedied or if an Event of Nonrenewal shall occur, then and in every such
case, the Trustee, by its agents and attorneys, may proceed, and upon written request of
the Beneficial Owners of not less than twenty-five percent (25%) in aggregate principal
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56125.0001.11976027.7
amount of the Certificates then Outstanding shall proceed to protect and enforce its rights
and the rights of the Beneficial Owners of the Certificates under this Trust Indenture
forthwith by a suit or suits in equity or at law, whether for the specified performance of
any covenant herein contained, or in and of the execution of any power herein granted, or
in the enforcement of any other legal or equitable right as the Trustee, being advised by
counsel, shall deem most effectual to enforce any of its rights or to perform any of its
duties under this Trust Indenture.
(b) No Possession of Certificates. All rights of action under this Trust
Indenture may be enforced by the Trustee without the possession of any of the
Certificates or the production thereof at the trial or other proceedings, and any such suit
or proceedings instituted by the Trustee shall be brought in its name.
(c) Majority May Control. The Beneficial Owners of not less than a majority
in aggregate principal amount of the Certificates at the time Outstanding may direct the
time, method, and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, provided that the
Trustee shall have the right to decline to follow any such direction if the Trustee shall be
advised by its counsel that the action or proceeding so directed may not lawfully be
taken, or if the Trustee in good faith shall determine that the action or proceeding so
directed would involve the Trustee in personal liability or be unjustly prejudicial to the
Beneficial Owners of the Certificates not parties to such direction.
(d) Trustee Powers. Upon commencing a suit in equity or upon other
commencement of judicial proceedings by the Trustee to enforce any right under this
Trust Indenture the Trustee shall be entitled to exercise any and all rights and powers
conferred in this Trust Indenture and provided to be exercised by the Trustee upon the
occurrence of any Event of Default or an Event of Nonrenewal.
(e) Protection of Security. Regardless of the happening of an Event of
Default or an Event of Nonrenewal, the Trustee shall have power to, but unless requested
in writing by the Beneficial Owners of a majority in aggregate principal amount of the
Certificates then Outstanding, and furnished with reasonable security and indemnity, shall
be under no obligation to, institute and maintain such suits and proceedings as it may be
advised shall be necessary or expedient to prevent any impairment of the security under
this Trust Indenture by any acts which may be unlawful or in violation of this Trust
Indenture, and such suits and proceedings as the Trustee may be advised shall be
necessary or expedient to preserve or protect its interest and the interests of the Beneficial
Owners.
Section 7.6 Restrictions on Action of Owners. Except as otherwise provided herein,
no Beneficial Owner of any Certificate shall have any right to institute any suit, action or
proceeding at law or in equity for the enforcement of any provision of this Trust Indenture or the
execution of any trust under this Trust Indenture or for any remedy under this Trust Indenture,
unless such Beneficial Owner shall have previously given to the Trustee written notice of the
happening of an Event of Default or an Event of Nonrenewal, as provided in this Trust Indenture,
and the Beneficial Owners of at least twenty-five percent (25%) in aggregate principal amount of
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56125.0001.11976027.7
the Certificates then Outstanding shall have filed a written request with the Trustee, and shall
have offered it reasonable opportunity, either to exercise the powers granted in this Trust
Indenture or by the laws of the State or to institute such action, suit, or proceeding in its own
name, and unless such Beneficial Owners shall have offered to the Trustee adequate security and
indemnity against the costs, expenses, and liabilities to be incurred therein or thereby, and the
Trustee shall have refused to comply with such request for a period of sixty (60) days after
receipt by it of such notice, request and offer of indemnity, it being understood and intended that
no one or more Beneficial Owners of Certificates shall have any right in any manner whatever by
his or their action to affect, disturb or prejudice the pledge created by this Trust Indenture, or to
enforce any right under this Trust Indenture, except in the manner herein provided; and that all
proceedings at law or in equity to enforce any provision of this Trust Indenture shall be
instituted, had, and maintained in the manner provided in this Trust Indenture and for the equal
benefit of all Beneficial Owners of the Certificates Outstanding.
Section 7.7 Remedies Not Exclusive. No remedy by the terms of this Trust Indenture
conferred upon or reserved to the Trustee or the Beneficial Owners of the Certificates is intended
to be exclusive of any other remedy, but each and every such remedy given under this Trust
Indenture or existing at law or in equity or by statute on or after the date of adoption of this Trust
Indenture shall be available to the Trustee and the Beneficial Owners.
Section 7.8 Effect of Waiver and Other Circumstances.
(a) Delay or Omission No Waiver. No delay or omission of the Trustee or any
Beneficial Owner to exercise any right or power arising upon the happening of an Event
of Default or an Event of Nonrenewal shall impair any right or power or shall be
construed to be a waiver of any such Event of Default or an Event of Nonrenewal or be
an acquiescence therein; and every power and remedy given by this Article VII to the
Trustee or to the Beneficial Owners may be exercised from time to time and as often as
may be deemed expedient by the Trustee or by the Beneficial Owners.
(b) Waiver. Prior to the declaration of maturity of the Certificates as provided
in this Trust Indenture, the Beneficial Owners of not less than sixty-six and two-thirds
percent (66 2/3%) in aggregate principal amount of the Certificates at the time
Outstanding, or their attorney-in-fact duly authorized, may on behalf of the Beneficial
Owners of all of the Certificates waive any past default under this Trust Indenture and its
consequences, except a default in the payment of interest on, principal of, or premium (if
any) on any of the Certificates. No such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.
Section 7.9 Notice of Default and Nonrenewal. The Trustee shall promptly mail to
City, the Bank and the Owners of the Certificates then Outstanding written notice of the
occurrence of any Event of Default of which a Responsible Officer of the Trustee has notice of,
as provided in Section 8.5. The Trustee shall promptly mail to the Owners of the Certificates
then Outstanding written notice of the occurrence of any Event of Nonrenewal of which a
Responsible Officer of the Trustee has notice of.
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ARTICLE VIII.
THE TRUSTEE
Section 8.1 Acceptance of Trust. The Trustee accepts and agrees to execute the trusts
hereby created, but only upon the additional terms set forth in this Article VIII, to all of which
the parties hereto and the Certificate Holders agree. The Trustee is hereby appointed the paying
agent with respect to the Certificates. Prior to the occurrence of an event of default and after the
curing of all events of default that may have occurred, the Trustee undertakes to perform such
duties and only such duties of the Trustee and the paying agent specifically provided for herein
and no imputed duties, covenants or obligations shall be read into this Trust Indenture against the
Trustee.
Section 8.2 No Responsibility for Recitals, Etc. The recitals, statements and
representations in this Trust Indenture or in the Certificates have been made by the Bank and not
by the Trustee; and the Trustee shall be under no responsibility for the correctness thereof. The
Trustee shall not be responsible for the validity, priority, recording or filing of this Trust
Indenture, the Lease, the Primary Lease or any financing statements, amendments or
modifications thereto or continuation statements, or for insuring, or monitoring the insuring of,
the Facilities of City or collecting any insurance moneys, or for the validity of the execution by
the Bank of this Trust Indenture or of any supplements thereto or instruments of further
assurance, or for the sufficiency of the security for the Certificates issued hereunder or intended
to be secured hereby, or for the value or title of the Facilities of City or as to the maintenance of
the security hereof. The Trustee shall have no responsibility with respect to any information,
statement or recital in any offering memorandum or other disclosure material prepared or
distributed with respect to the Certificates. The Trustee shall not be bound to ascertain or inquire
as to the performance of the obligations of the Bank under the Lease or this Trust Indenture.
Section 8.3 Trustee May Act Through Agents; Answerable Only for Willful
Misconduct or Gross Negligence. The Trustee may exercise any powers hereunder and
perform any duties required of it through attorneys, agents, officers or employees, and shall be
entitled to advice of Counsel concerning all questions hereunder. The Trustee shall not be
responsible for any loss or damage resulting from any action or inaction taken in good faith in
reliance upon an Opinion of Counsel. Except as otherwise provided herein, t he Trustee shall not
be answerable for the exercise of any discretion or power under this Trust Indenture nor for
anything whatever in connection with the trust hereunder, except only its own willful misconduct
or gross negligence.
Section 8.4 Compensation and Indemnity. Pursuant to Sections 5.3(f) and 8.9 of the
Lease, City shall, during the Lease Term from funds appropriated therefor, (i) pay the Trustee
reasonable compensation for its services hereunder, and also all its reasonable expenses,
including attorneys’ fees and expenses and disbursements, including reasonable compensation
for all attorneys and agents engaged by it, and (ii) indemnify the Trustee, including its officers,
directors, employees and agents, against liabilities which it may incur in the exercis e and
performance of its powers and duties hereunder or under the Lease, except with respect to its
willful misconduct or gross negligence, provided, however, that the Trustee shall not have
waived or released, or be deemed to have waived or released its right to indemnification from
City by its actions taken in accordance with Section 7.1.
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Section 8.5 Notice of Default; Right to Investigate. The Trustee shall, within 20
days after the occurrence thereof, give written notice by first-class mail to the Owners of the
Certificates of all Events of Default known to a Responsible Officer of the Trustee, unless such
Events of Default have been remedied; provided that, in the case of an Event of Default under
Section 7.1(c), the Trustee may withhold such notice so long as it determines that such
withholding does not adversely affect the interests of the Certificate Holders. The Trustee shall
not be deemed to have notice of any Event of Default under Section 7.1(c) unless notified in
writing of such Event of Default by City, the Bank or Owners of at least a majority in principal
amount of all Certificates then Outstanding. The Trustee may, however, at any time require of
the Bank full information as to the performance of any covenant hereunder and, if information
satisfactory to it is not forthcoming, the Trustee may make or cause to be made, at the expense of
the Bank, an investigation into the affairs of the Bank related to this Trust Indenture. Nothing in
this Section 8.5 shall limit the Trustee’s obligation under Section 7.1 to declare the principal of
all Certificates, together with interest accrued thereon, immediately due and payable when
required by the terms of such Section 7.1; provided however, City’s liability shall not extend
beyond the Lease Term
Section 8.6 Obligation to Act on Defaults. The Trustee shall not be deemed to have
knowledge of an Event of Default unless it has actual knowledge or received written notice
thereof pursuant to Section 8.5. If any Event of Default shall have occurred and be continuing,
the Trustee shall exercise such of the rights and remedies vested in it by this Trust Indenture and
shall use the same degree of care in its exercise as a prudent person would exercise or use in the
circumstances in the conduct of his own affairs; provided that if in the opinion of the Trustee
such action may tend to involve expense or liability, it shall not be obligated to take such action
unless it is furnished with indemnity satisfactory to it. Nothing in this Section shall limit the
Trustee’s obligations to accelerate payment of the Certificates when required by t he terms of
Section 7.1.
Section 8.7 Reliance. The Trustee may rely, shall be free of all liability for so relying,
act on any requisition, resolution, ordinance, notice, telegram, request, consent, waiver,
certificate, statement, affidavit, voucher, bond, Opinion of Counsel or other paper or document
which it in good faith believes to be genuine and to have been passed or signed by the proper
persons or to have been prepared and furnished pursuant to any of the provisions of this Trust
Indenture; and the Trustee shall be under no duty to make any investigation as to any statement
contained in any such instrument, but may accept the same as conclusive evidence of the
accuracy of such statement. The permissive rights of the Trustee to do t hings enumerated in this
Trust Indenture shall not be construed as a duty. Any request or direction of the Bank mentioned
herein shall be sufficiently evidenced by an officer’s certificate. Whenever in the administration
of this Trust Indenture, the Trustee deems it desirable that a matter be proved or established
before it takes, suffers or omits any action, the Trustee may rely upon a certificate from an
officer of the Bank as applicable. The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Trust Indenture at the request or direction of any Owner
pursuant to this Trust Indenture, unless such Owner shall offer the Trustee indemnity reasonably
acceptable to the Trustee against the costs, expenses and liabilities which might be incurred in
complying with such request or direction. Except as otherwise expressly provided hereunder the
Trustee shall not be required to give or furnish any notice, demand, report, reply, statement
advice or opinion to any Owner, the Bank or any other person or entity, and the Trustee shall not
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incur any liability for its failure or refusal to give or furnish the same unless obligated or required
to do so by express provisions hereof. The Trustee shall not be liable with respect to any action
taken or omitted to be taken at the direction of the Owners of a majority in aggregate principal
amount of the Certificates Outstanding permitted to be given by them under this Trust Indenture
subject to the provisions of Section 7.1. The Trustee shall have no responsibility with respect to
any information in any offering memorandum or other disclosure material distributed with
respect to the Certificates or for compliance with securities laws in connection with the issuance
and sale of the Certificates. The Trustee shall not be required to give a bond or surety to act
under this Trust Indenture. No provision of this Trust Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the performance of its
duties. The Trustee shall not be accountable for the application by the Bank of the proceeds of
the Certificates authenticated and delivered hereunder.
Section 8.8 Trustee May Deal in Certificates. The Trustee may in good faith buy,
sell, own, hold and deal in any of the Certificates and may join in any action which any
Certificate Holders may be entitled to take with like effect as if the Trustee were not a party to
this Trust Indenture. The Trustee may be affiliated with the paying agent. The Trustee may also
engage in or be interested in any financial or other transaction with City or any related party;
provided that if the Trustee determines that any such relation is in conflict with its duties under
this Trust Indenture, it shall eliminate the conflict or resign as Trustee.
Section 8.9 Construction of Ambiguity or Inconsistency. The Trustee may construe
any ambiguous or inconsistent provisions of this Trust Indenture, and any construction of such
provisions by the Trustee shall be binding upon the Certificate Holders.
Section 8.10 Resignation of Trustee. The Trustee may resign and be discharged of the
trusts created by this Trust Indenture by written resignation filed with City and the Bank not less
than 60 days before the date when it is to take effect. Such resignation shall take effect only
upon the appointment of a successor Trustee. If a successor Trustee is not named within 45
days, the Trustee may, at the Bank’s expense, petition the court to appoint a successor Trustee.
Said court may thereupon, after such notice, if any, as such court may deem proper and
prescribe, appoint a Successor Trustee or grant such other legal or equitable release as such court
may deem appropriate.
Section 8.11 Removal of Trustee. Any Trustee hereunder may be removed at any time
upon 30 days’ prior notice by an instrument appointing a successor to the Trustee so removed,
executed by (a) City and (b) Owners of a majority in principal amount of the Certificates then
Outstanding. Such removal shall take effect only upon the appointment of a successor trustee.
Section 8.12 Appointment of Successor Trustee. If the Trustee or any successor
Trustee is removed or dissolved, or if its property or business is taken under the control of any
state or federal court or administrative body, a vacancy shall forthwith exist in the office of the
Trustee and City shall appoint a successor and shall cause notice of such appointment to be
mailed promptly to the Owners of the Certificates and to each Rating Service. If City fails to
make such appointment promptly, the Owners of a majority in principal amount of the
Certificates then Outstanding may do so.
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Section 8.13 Qualification of Successor Trustee. Any successor Trustee shall be a
national banking association with trust powers or a bank and trust company or a trust company
having capital and surplus of at least $50,000,000 if there be such an institution willing, able and
legally qualified to perform the duties of the Trustee hereunder upon reasonable or customary
terms.
Section 8.14 Instruments of Succession. Any successor trustee shall execute,
acknowledge and deliver to City and the Bank an instrument accepting such appointment
hereunder; and thereupon such successor trustee, without any further act, deed or conveyance,
shall become fully vested with all the estates, properties, rights, powers, trusts, duties and
obligations of its predecessor in the trust hereunder, with like effect as if originally named
Trustee herein. The Trustee ceasing to act hereunder shall pay over to the successor trustee all
moneys held by it hereunder; and, upon request of the successor trustee, the Trustee ceasing to
act and City and the Bank shall execute and deliver an instrument transferring to the successor
trustee all the estates, properties, rights, powers and trusts hereunder of t he Trustee ceasing to
act.
Section 8.15 Merger of Trustee. Any corporation or association into which any
Trustee hereunder may be merged or with which it may be consolidated, or any corporation or
association resulting from any merger or consolidation to which any Trustee hereunder shall be a
party, or any corporation or association to which the Trustee shall sell or otherwise transfer all or
substantially all of its municipal corporate trust business, shall be the successor trustee under this
Trust Indenture, without the execution or filing of any paper or any further act on the part of the
parties hereto, anything herein to the contrary notwithstanding, provided that the Trustee shall
give written notice of the proposed merger or consolidation or other transaction to City and the
Bank.
Section 8.16 Intervention by Trustee. The Trustee may intervene, and upon the
written request of Owners of at least a majority in aggregate principal amount of Certificates
then Outstanding and receipt of indemnity satisfactory to the Trustee shall intervene, on behalf of
Certificate Holders in any judicial proceeding to which City and/or the Bank is a party and which
in the opinion of the Trustee and its attorneys has a substantial bearing on the interests of holders
of the Certificates. The rights and obligations of the Trustee under this Section 8.16 are subject
to the approval of a court of competent jurisdiction.
Section 8.17 Appointment of Co-Trustee and Paying Agent.
(a) It is the purpose of this Trust Indenture that there shall be no violation of
the law of any jurisdiction (including particularly the law of the State) denying or
restricting the right of banking corporations or associations to transact business as trustee
in such jurisdiction. It is recognized that in case of litigation under this Trust Indenture,
and in particular in case of the enforcement thereof on any default or Event of Default, or
in the case the Trustee deems that by reason of any present or future law of any
jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the
Trustee or hold title to the properties, in trust, as herein granted, or take any action which
may be desirable or necessary in connection therewith, it may be necessary that the
Trustee appoint an additional individual or institution as a separate or co-trustee or as a
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separate paying agent. The following provisions of this Section 8.17 are adopted to these
ends:
(b) In the event that the Trustee appoints an additional individual or institution
as a separate or co-trustee or a separate paying agent, each and every remedy, power,
right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed
or intended by this Trust Indenture to be exercised by or vested in or conveyed to the
Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee
or paying agent but only to the extent necessary to enable such separate or co-trustee or
paying agent to exercise such powers, rights and remedies, and every covenant and
obligation necessary to the exercise thereof by such separate or co-trustee or paying agent
shall run to and be enforceable by either of them; provided that notwithstanding any
contrary provision hereof, the written consent of City and the Bank shall be required for
the appointment of any co-trustee or separate paying agent hereunder.
(c) Should any instrument in writing from City be required by the separate or
co-trustee or separate paying agent so appointed by the Trustee for m ore fully and
certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and
obligations, any and all such instruments in writing shall, on request, be executed,
acknowledged and delivered by City. In case any separate or co-trustee, or a separate
paying agent, or a successor to the separate or co-trustee or paying agent shall die,
become incapable of acting, resign or be removed, all the estates, properties, rights,
powers, trusts, duties and obligations of such separate or co-trustee or paying agent, so
far as permitted by law, shall vest in and be exercised by the Trustee until the
appointment of a new paying agent or trustee or successor to such separate or co-trustee.
Section 8.18 Limitation on Trustee’s Responsibilities Respecting Arbitrage.
Notwithstanding any provision of this Trust Indenture to the contrary, the Trustee shall not be
liable or responsible for any calculation or determination which may be required in connection
with or for the purpose of complying with Section 148 of the Code including, without limitation,
the calculation of amounts required to be paid to the United States under the provisions of such
Section 148 of the Code, the maximum amount which may be invested in “nonpurpose
obligations” as defined in the Code and the fair market value of any investments made
hereunder; and the sole obligation of the Trustee with respect to investments of funds hereunder
shall be to invest the moneys received by the Trustee as provided herein pursuant to the written
instructions of City and to provide reports with respect to such investments.
Section 8.19 Enforcement of Lease; Notice of Default. The Trustee shall require the
Bank to perform its obligations under the Lease. The Trustee shall take no action and shall not
omit to take any action which action or omission might release the Bank or City from its
liabilities or obligations under the Lease or result in the surrender, termination, amendment or
modification of, or impair the validity of, the Lease, except as specifically provided therein.
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ARTICLE IX.
ACTS OF CERTIFICATE HOLDERS, EVIDENCE OF OWNERSHIP OF
CERTIFICATES
Section 9.1 Acts of Certificate Holders, Evidence of Ownership of Certificates.
Any action to be taken by Certificate Holders may be evidenced by one or more concurrent
written instruments of similar tenor signed or executed by such Certificate Holders in person or
by agent appointed in writing. The fact and date of the execution by any person of any such
instrument may be proved by acknowledgment before a notary public or other officer
empowered to take acknowledgments or by an affidavit of a witness to such execution. Where
such execution is by an officer of a corporation or a member of a partnership, on behalf of such
corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing, or the authority
of the person executing the same, may also be proved in any other manner which the Trustee
deems sufficient. The ownership of Certificates shall be proved by the Certificate Register. Any
action by the Owner of any Certificate shall bind all future owners of the same Certificate in
respect of anything done or suffered by the Bank or the Trustee in pursuance thereof.
ARTICLE X.
AMENDMENTS AND SUPPLEMENTS
Section 10.1 Amendments and Supplements Without Certificate Holders’ Consent.
(a) Without the consent of Certificate Holders, this Indenture may be
amended or supplemented at any time and from time to time by a Supplemental Indenture
authorized by the Bank and authorized by a resolution or ordinance of City filed with the
Trustee for one or more of the following purposes:
(1) to cure any ambiguity or formal defect or omission in this Trust
Indenture;
(2) to grant to or confer upon the Trustee for the benefit of the
Certificate Holders any additional rights, remedies, powers or authority that may
lawfully be granted to or conferred upon the Certificate Holders and the Trustee,
or either of them;
(3) to assign and pledge under or subject to this Trust Indenture
additional revenues, properties or collateral;
(4) to evidence the appointment of a separate Trustee or the succession
of a new Trustee hereunder;
(5) to permit the qualification of this Trust Indenture under the Trust
Indenture Act of 1939, as amended, or any similar federal statute hereafter in
effect or to permit the qualification of the Certificates for sale under the securities
laws of any state of the United States;
(6) to effect changes to obtain or maintain a rating on any Certificates;
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56125.0001.11976027.7
(7) to permit continued compliance with the Tax Certificate;
(8) to provide for uncertificated Certificates and a book-entry only
system of registration for any series of Certificates;
(9) to provide for refunding of any Certificates, including the right to
establish and administer an escrow fund and to take related action in connection
therewith;
(10) to amend Section 4.4 as stipulated in a Favorable Opinion
delivered by the Bank to the Trustee;
(11) to provide for delivery of a form of credit enhancement for the
Certificates; and
(12) to make any change that does not materially adversely affect the
rights of any Certificate Holders or the Trustee.
(b) Before the Bank and the Trustee shall enter into any Supplemental
Indenture pursuant to this Section 10.1, there shall have been delivered to the Trustee and
the Bank an Opinion of Special Counsel stating that such Supplemental Indenture is
authorized or permitted by this Trust Indenture and the laws of the State, complies with
their respective terms, will, upon the execution and delivery thereof, be valid and binding
upon the Bank in accordance with its terms and will not adversely affect the exemption
from federal income taxation of interest on the Certificates.
Section 10.2 Amendments and Supplements With Certificate Holders’ Consent.
This Indenture may be amended or supplemented from time to time, except with respect to (1)
the principal, redemption price or interest payable upon any Certificates, (2) the Interest Payment
Dates, the dates of maturity or the redemption provisions of any Certificates, and (3) this Article
X, by a Supplemental Indenture consented to by City and the Bank and approved by Owners of a
majority in aggregate principal amount of the Certificates then Outstanding. This Indenture may
be amended with respect to the matters enumerated in clauses (1) to (3) of the preceding sentence
only with the unanimous consent of all affected Certificate Holders. Before the Bank and the
Trustee may enter into such Supplemental Indenture, there shall have first been delivered to the
Trustee (i) the required consents, in writing, of Certificate Holders and (ii) a Favorable Opinion
with respect to such Supplemental Indenture, including an Opinion of Counsel that, upon the
execution and delivery thereof, such Supplemental Indenture will be valid and binding upon the
Bank in accordance with its terms.
Section 10.3 Amendment of Lease.
(a) The Bank and City may, without the consent of or notice to the Owners of
the Certificates, consent to any amendment, change or modification of the Lease as may
be required:
(1) by the provisions of this Trust Indenture or the Lease;
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56125.0001.11976027.7
(2) for the purpose of curing any ambiguity or formal defect or
omission;
(3) for the purpose of permitting continued compliance with the Tax
Certificate;
(4) to effect changes to obtain or maintain a rating on any Certificates;
or
(5) to make any change that does not materially adversely affect the
rights of any Certificate Holders, the Bank or the Trustee;
provided, however, that nothing in this Section 10.3 shall permit, or be construed as permitting,
any amendment, change or modification of the Lease that may result in anything described in
clauses (i) through (iii) below, without the consent of each Certificate Holders affected.
(b) If the Bank proposes to make amendments to any or all of the Lease other
than amendments described in clauses (1) through (5) above, the Trustee shall notify
Certificate Holders of the proposed amendment and may consent thereto with the consent
of Owners of a majority in aggregate principal amount of the Certificates then
Outstanding; provided that no amendment shall be consented to by the Trustee without
the unanimous consent of all Certificate Holders which would (i) decrease the amounts
payable under the subject Lease(s), (ii) change the date of payment or prepayment
provisions under the Lease(s), or (iii) change any provisions with respect to amendment.
Before the Bank shall enter into, any modification, alteration, amendment or supplement
to the Lease(s), pursuant to this Section 10.3, there shall have been delivered to the Bank
and the Trustee a Favorable Opinion with respect thereto and any required consents of
Certificate Holders.
Section 10.4 Trustee Authorized to Join in Amendments and Supplements;
Reliance on Counsel. The Trustee is authorized to join with the Bank in the execution and
delivery of any Supplemental Indenture or amendment permitted by this Article X and in so
doing shall be fully protected by an Opinion of Counsel that such Supplemental Indenture or
amendment is so permitted and has been duly authorized by City, if required, and that all things
necessary to make it a valid and binding agreement have been done.
ARTICLE XI.
DEFEASANCE
Section 11.1 Defeasance. When the principal or redemption price (as the case may be)
of, and interest on, all Certificates issued hereunder have been paid, or provision has been made
for payment of the same, together with the compensation and expenses of the Trustee and all
other sums payable hereunder by the Bank, the right, title and interest of the Trustee in and to the
Trust Estate shall thereupon cease and the Trustee, on demand of the Bank, shall release this
Trust Indenture and shall execute such documents to evidence such release as may be reasonably
required by the Bank and shall turn over to the Bank or to such person, body or authority as may
be entitled to receive the same all balances then held by it hereunder not required for the
payment of the Certificates and such other sums. If payment or provision therefor is made with
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respect to less than all of the Certificates, the particular Certificates (or portions thereof) for
which provision for payment shall have been made shall be selected by lot or by such other
method as the Trustee deems fair and appropriate, and thereupon the Trustee shall take similar
action for the release of this Trust Indenture with respect to such Certificates.
Section 11.2 Provision for Payment.
(a) Provision for the payment of Certificates shall be deemed to have been
made when the Trustee holds in the Debt Service Fund (1) Cash in an amount sufficient
to make all payments (including principal, premium, if any, and interest payments)
specified above with respect to such Certificates, or (2) noncallable Government
Obligations maturing on or before the date or dates when the payments specified above
shall become due, the principal amount of which and the interest thereon, when due, is or
will be, in the aggregate, sufficient without reinvestment to make all such payments, or
(3) any combination of Cash and obligations described in clause (2) above the amounts of
which and interest thereon, when due, are or will be, in the aggregate, sufficient without
reinvestment to make all such payments; provided that the Trustee shall have received an
Opinion of Special Counsel to the effect that a deposit of obligations described in clause
(2) or (3) above will not affect the exclusion from gross income for federal income tax
purposes of the interest on any of the Certificates or cause any of the Certificates to be
classified as “arbitrage bonds” within the meaning of Section 148 of the Code.
(b) Neither the Cash nor the obligations deposited with the Trustee pursuant to
this Article shall be withdrawn or used for any purpose other than, and such obligations
and Cash shall be segregated and held in trust for, the payment of the principal or
redemption price of, premium, if any, on and interest on, the Certificates (or portions
thereof), which Certificates shall cease to be entitled to any lien, benefit or security under
this Trust Indenture; provided that such Cash, if not then needed for such purpose, shall,
to the extent practicable, be invested and reinvested at the written direction of City in
Government Obligations maturing on or prior to the Interest Payment Date next
succeeding the date of investment or reinvestment.
(c) Whenever Cash or obligations shall be deposited with the Trustee for the
payment or redemption of Certificates more than 60 days prior to the date that s uch
Certificates are to mature or be redeemed, the Trustee shall mail a notice to the Owners of
Certificates for the payment of which such Cash or obligations are being held at their
registered addresses stating that such Cash or obligations have been depo sited. Such
notice shall also be sent by the Trustee to each Rating Service. Notwithstanding the
foregoing, no provision for payment under this Section shall be deemed to have been
made with respect to any Certificates which are to be redeemed prior to their stated
maturity until such Certificates shall have been irrevocably called or designated for
redemption on a date thereafter on which such Certificates may be redeemed in
accordance with the provisions of this Trust Indenture and proper notice of such
redemption shall have been given in accordance with Article VI or the Bank shall have
given the Trustee in form satisfactory to the Trustee, irrevocable instructions to give, in
the manner and at the times prescribed by Article VI, notice of such redemption.
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Section 11.3 Deposit of Funds for Payment of Certificates. If the principal or
redemption price of any Certificates becoming due, either at maturity, by call for redemption,
upon acceleration or otherwise, together with all interest accruing thereon to the due date has
been paid or provision therefor made in accordance with Section 11.2, all interest on such
Certificates shall cease to accrue on the due date and all liability of City with respect to such
Certificates shall likewise cease, except as hereinafter provided. Thereafter, the Owners of such
Certificates shall be restricted exclusively to the funds so deposited for any claim of whatsoever
nature with respect to such Certificates, and the Trustee shall hold such funds in trust for such
Owners uninvested and without liability for interest thereon. Cash so deposited with the Trustee
which remains unclaimed five years after the date payment thereof becomes due shall from time
to time be treated by the Trustee pursuant to and in accordance with applicable unclaimed
property laws, rules or regulations. Any such delivery shall be in accordance with the customary
practices and procedures of the Trustee and the escheat authority. All Cash held by the Trustee
and subject to this Section 11.3 shall be held uninvested and without liability for interest thereon.
ARTICLE XII.
MISCELLANEOUS PROVISIONS
Section 12.1 No Rights Conferred on Others. Nothing herein contained shall confer
any right upon any person other than the parties hereto and the Owners of the Certificates.
Section 12.2 Severability. In case any provision in this Trust Indenture or the
Certificates shall for any reason be held invalid, illegal or unenforceable in any respect, this
Trust Indenture shall be construed as if such provision had never been contained herein.
Section 12.3 Notices. Any notice required or permitted to be given under this Lease
shall be in writing and (i) personally delivered, (ii) sent by United States registere d or certified
mail, postage prepaid, return receipt requested, (iii) sent by Federal Express or similar
nationally recognized overnight courier service, or (iv) transmitted by electronic mail with a
hard copy sent within one (1) Business Day by any of the foregoing means. Such notice shall
be deemed to have been given upon the date of actual receipt or delivery (or refusal to accept
delivery), as evidenced by the notifying party’s receipt of written or electronic confirmation of
such delivery or refusal, i f received by the party to be notified between the hours of 8:00 A.M.
and 5:00 P.M. Mountain time on any Business Day, with delivery made after such hours to be
deemed received the following Business Day; provided, however, notices to the Trustee shall be
deemed given only upon receipt by the Trustee. For purposes of notice, the addresses of the
parties shall be as follows:
If to City:
City of Chubbuck, Idaho
5160 Yellowstone Avenue
Chubbuck, ID 83202
Attention: Richard Morgan, Treasurer/CFO
Email: rmorgan@cityofchubbuck.us
With a copy to: Adam Christenson
Hawley Troxell Ennis & Hawley LLP
877 W. Main Street, Suite 1000
P.O. Box 1617
TRUST INDENTURE - 41
56125.0001.11976027.7
Boise, ID 83701-1617
Email: achristenson@hawleytroxell.com
If to Bank:
If to Trustee:
Zions Bancorporation, National Association, as Lessor
Attention: Twyla Lehto, SVP and Manager
800 W Main St, Suite 700
Boise, ID 83702
Email: twyla.lehto@zionsbancorp.com
Zions Bancorporation, National Association, As Trustee
Attention: Twyla Lehto, SVP and Manager
800 W Main St, Suite 700
Boise, ID 83702
Email: twyla.lehto@zionsbancorp.com
Section 12.4 Successors and Assigns. All the covenants, promises and agreements in
this Trust Indenture contained by or on behalf of the Bank, or by or on behalf of the Trustee,
shall bind and inure to the benefit of their respective successors and assigns, whether so
expressed or not.
Section 12.5 Headings for Convenience Only. The descriptive headings in this Trust
Indenture are inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
Section 12.6 Counterparts. This Indenture may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original; but such
counterparts shall together constitute but one and the same instrument.
Section 12.7 [Intentionally Omitted.]
Section 12.8 Applicable Law. This Trust Indenture shall be governed by and
construed in accordance with the laws of the State.
Section 12.9 Notice to Rating Service. The Trustee shall, at least fifteen (15) Business
Days prior to the execution or happening thereof, notify each Rating Service of (a) any
amendment or supplement to this Trust Indenture, the Lease, or the Primary Lease, in each case
of which it has received notice; (b) any change in the Trustee; and (c) upon the defeasance or
payment in full of all the Certificates. The Trustee’s agreement to provide such information is
made as a matter of courtesy and accommodation only and the Trustee shall have no liability to
any person for any failure to comply therewith. In addition, for purposes of this Section 12.9 and
other Sections of this Trust Indenture which require the Trustee to notify or provide Rating
Services with notice, the Trustee shall only be required to do so if it is provided written notice
from City as to the appropriate Rating Services.
[The following page is the signature page.]
TRUST INDENTURE - 42
56125.0001.11976027.7
IN WITNESS WHEREOF, City has caused this Trust Indenture to be executed by the
City’s authorized officers, and the Bank and the Trustee have caused this Trust Indenture to be
executed by one of their authorized officers all as of the day and year first above written.
CITY:
CITY OF CHUBBUCK, IDAHO
By:
Mayor
Attest:
City Clerk
BANK:
ZIONS BANCORPORATION, NATIONAL
ASSOCIATION, as Lessor
By:
Senior Vice President
TRUSTEE:
ZIONS BANCORPORATION, NATIONAL
ASSOCIATION, as Trustee
By:
Senior Vice President
TRUST INDENTURE - 43
56125.0001.11976027.7
STATE OF IDAHO )
) ss.
County of Bannock )
On this __ day of November, 2019, before me, a Notary Public in and for said State,
personally appeared Kevin England and Joey Bowers, known or identified to me to be the Mayor
and City Clerk, respectively, of the City of Chubbuck, Idaho, the entity that executed the within
instrument or the persons who executed the instrument on behalf of said entity, and
acknowledged to me that such entity executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Notary Public for Idaho
Residing at
My commission expires
STATE OF IDAHO )
)ss.
County of Ada )
On this __ day of November, 2019, before me, a Notary Public in and for said State,
personally appeared Twyla Lehto, known or identified to me to be a Senior Vice President of
Zions Bancorporation, National Association, as Lessor, the entity that executed the within
instrument or the person who executed the instrument on behalf of said entity, and acknowledged
to me that such entity executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and
year in this certificate first above written.
____________________________________________________
Notary Public for Idaho
Residing at __________________________
My Commission Expires: ____________________
TRUST INDENTURE - 44
56125.0001.11976027.7
STATE OF IDAHO )
)ss.
County of Ada )
On this __ day of November, 2019, before me, a Notary Public in and for said State,
personally appeared Twyla Lehto, known or identified to me to be a Senior Vice President of
Zions Bancorporation, National Association, as Trustee, the entity that executed the within
instrument or the person who executed the instrument on behalf of said entity, and acknowledged
to me that such entity executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and
year in this certificate first above written.
____________________________________________________
Notary Public for Idaho
Residing at __________________________
My Commission Expires: ____________________
EXHIBIT A-1
56125.0001.11976027.7
EXHIBIT A-1
CITY HALL FACILITIES PROPERTY
EXHIBIT A-1
56125.0001.11976027.7
EXHIBIT A-2
56125.0001.11976027.7
EXHIBIT A-2
POLICE FACILITIES PROPERTY
EXHIBIT A-2
56125.0001.11976027.7
EXHIBIT A-3
56125.0001.11976027.7
EXHIBIT A-3
ANIMAL SHELTER PROPERTY
EXHIBIT A-3
56125.0001.11976027.7
EXHIBIT B-1
56125.0001.11976027.7
EXHIBIT B
FORM OF CERTIFICATES
R-1 $_____
UNITED STATES OF AMERICA
STATE OF IDAHO
CITY OF CHUBBUCK, IDAHO
ANNUAL APPROPRIATION CERTIFICATE OF PARTICIPATION, SERIES 2019
Evidencing an Undivided Proportionate Ownership Interest in the Lease
Payments due under that certain Annual Appropriation Lease Agreement
between City of Chubbuck, Idaho, as Lessee, and Zions Bancorporation,
National Association, as Lessor
DATED DATE: INTEREST RATE: MATURITY DATE: CUSIP:
November __, 2019 ____% September 1, ___ [________]
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: __________________________ AND NO/100 DOLLARS
THIS CERTIFICATE EVIDENCES that the Registered Owner shown above,
or registered assigns (the “Registered Owner”) is the Registered Owner of an undivid ed,
proportionate ownership interest in certain lease payments aggregating the Principal Amount
hereof (the “Lease Payments”) paid or to be paid under the Annual Appropriation Lease
Agreement dated November __, 2019 (the “Lease Agreement”), between the City of Chubbuck,
Idaho, as lessee (“City”), and Zions Bancorporation, National Association, as lessor (the
“Bank”), and is issued pursuant to and in accordance with the terms of an Annual Appropriation
Trust Indenture dated November __, 2019 (the “Trust Indenture”), by and among City, the Bank
and Zions Bancorporation, National Association, as Trustee, paying agent and bond registrar (the
“Trustee”).
EXHIBIT B-2
56125.0001.11976027.7
The Registered Owner of this Certificate is entitled to receive, subject to the terms
of the Lease Agreement and the Trust Indenture, on the Maturity Date shown above, the
Principal Amount shown above, representing a portion of the Lease Payments designated as
principal, together with a proportionate share of the interest component of the Lease Payments
which is allocable to the Principal Amount shown above, from the Dated Date hereof, or the
most recent date to which interest has been paid or duly provided for, at the rate per annum
specified above, payable on March 1, 2020, and semiannually on each September 1 and March 1
thereafter (the “Interest Payment Date(s)”) until the date of maturity or prior redemption of this
Certificate. Interest on this Certificate shall be calculated on the basis of a 360-day year and
twelve 30-day months.
Both principal of and interest on this Certificate 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 maintained by the Corporate Trust Department of the Trustee
(the “Certificates Register”) in Boise, Idaho. Interest shall be paid to the Registered Owner
whose name appears on the Certificates Register on the fifteenth day of the calendar month next
preceding the Interest Payment Date, at the address appearing on the Certificates Register.
Principal and interest payments shall be received by the Registered Owner, as nominee of The
Depository Trust Company, New York, New York (“DTC”), or its registered assigns, on each
payment date as provided in the Trust Indenture.
THE LEASE PAYMENTS EVIDENCED BY THIS CERTIFICATE ARE
NOT GENERAL OBLIGATIONS OF THE TRUSTEE, THE COUNTY OF BANNOCK
OF THE STATE OF IDAHO, OR ANY OTHER MUNICIPALITY OR POLITICAL
SUBDIVISION (OTHER THAN CITY). THE OBLIGATION OF CITY TO MAKE
LEASE PAYMENTS EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO
ANNUAL BUDGETING AND APPROPRIATION THEREOF BY THE COUNCIL OF
THE CITY AND ANNUAL RENEWAL OF THE LEASE AGREEMENT AT THE
OPTION OF CITY.
This Certificate is secured by, among other things, the Trust Estate pledged
under the Trust Indenture, including all right, title and interest (but not the obligations) of
the Bank under and pursuant to the terms of the Primary Lease (as defined in the Trust
Indenture), the Lease Agreement, all payments, including Lease Payments, revenues, rents
and receipts received or receivable by the Bank under the Lease Agreement; all of the
right, title and interest of the Bank in and to all funds (other than the rebate fund) and
accounts established under the Trust Indenture and all moneys and investments n ow or
hereafter held therein. This Certificate is authorized under the Trust Indenture for the
purpose of financing the acquisition of the Improvements (as defined in the Trust
Indenture).
This Certificate is secured by the lien of the Trust Indenture equally and ratably
with all other annual appropriation certificates of participation issued or to be issued thereunder,
and is payable as to principal and interest solely from the Debt Service Fund and subaccounts
EXHIBIT B-3
56125.0001.11976027.7
thereunder created by the Trust Indenture. For a more particular description of said Debt
Service Fund, subaccounts thereunder, the revenues to be deposited therein, and the nature and
extent of the security afforded thereby, reference is made to the provisions of the Trust Indenture
pursuant to which this Certificate is issued.
This Certificate is issued with one maturity representing certificates of
participation authorized under the Trust Indenture designated as the “City of Chubbuck, Idaho
Annual Appropriation Certificates of Participation, Series 2019” (hereinafter sometimes referred
to as the “Certificate” or the “Certificates”), and is fully registered in the name of Cede & Co., as
nominee of DTC.
The Certificates are initially issued as a book-entry-only security issue with no
certificates provided to the Registered Owners. Records of certificate ownership will be
maintained by the Trustee and DTC and its participants. Should the book-entry-only security
system be discontinued, the Certificates shall be issued in the form of fully registered Certificates
without coupons in denominations of $5,000, or any integral multiple thereof (the “Authorized
Denominations”). The Trustee shall treat any Certificate of a denomination greater than $5,000
as representing that number of separate Certificates each of the denomination of $5,000 as can be
obtained by dividing the actual principal amount of such Certificate by $5,000.
The Certificates maturing on September 1 in the years 20__ through 20__,
inclusive, are not subject to optional redemption prior to their stated dates of maturity. The
Certificates maturing on or after September 1, 20__, are subject to redemption prior to their
stated dates of maturity at the election of City at any time on or after __________, 20__, in
whole or in part (maturities to be selected by City and randomly within a maturity in such
manner as the Trustee shall determine). Such optional redemption of the Certificates shall be at
a price of 100% of the principal amount of the Certificates to be so redeemed, plus accrued
interest to the date fixed for redemption.
The Certificates maturing on September 1, 20__, are subject to mandatory sinking
fund redemption prior to their stated maturity at a price of 100% of the principal amount of the
Certificates to be so redeemed, plus accrued interest to the date fixed for redemption, on
September 1 of the years, and in the amounts, shown below:
SEPTEMBER 1
OF THE YEAR
20__
20__*
MANDATORY
REDEMPTION AMOUNT
$
Notice of any call for redemption shall be given as required by the Trust Indenture
and DTC. Interest on any Certificate so called for redemption shall cease to accrue on the
EXHIBIT B-4
56125.0001.11976027.7
redemption date designated in the notice. The Trustee will notify DTC promptly of any
Certificate called for redemption.
Any transfer of the Certificates must be registered, as provided in the Trust
Indenture, upon the Certificates Register kept for that purpose at the principal corporate trust
office of the Trustee. Upon registration, a new registered Certificate or Certificates, of the same
series and maturity and in the same aggregate Principal Amount, shall be issued to the transferee
as provided in the Trust Indenture. The Trustee may treat the persons in whose name the
Certificates are registered on the Certificates Register as the absolute owners thereof for all
purposes, as provided in the Trust Indenture.
The Registered Owner may exchange or transfer the Certificates only by
surrendering the Certificates, together with a written instrument of exchange or transfer which is
satisfactory to the Trustee and which is duly executed by the Registered Owner or its duly
authorized attorney, at the principal corporate trust office of the Trustee in the manner and
subject to the conditions set forth in the Trust Indenture. The Certificates shall not be
transferable or exchangeable except as set forth in the Trust Indenture.
Unless this Certificate is presented by an authorized representative of DTC
to the Trustee 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 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.
Notwithstanding any other provision of the Trust Indenture to the contrary, so
long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to the principal of and premium, if any, and interest on such Certificate
and all notices with respect to such Certificate shall be made and given, respectively, to DTC as
provided in City’s Blanket Issuer Representations Letter on file with DTC.
Reference is hereby made to the Lease Agreement and the Trust Indenture for the
covenants, declarations, and other terms and conditions under which this Certificate has been
issued. The covenants, contained herein and in the Trust Indenture may be discharged by
making provision at any time for the payment of the principal of and interest on this Certificate
in the manner provided in the Trust Indenture.
THE TRUSTEE HAS NO OBLIGATION OR LIABILITY TO THE
REGISTERED OWNER OF THIS CERTIFICATE FOR THE PAYMENT OF THE
PRINCIPAL AMOUNT HEREOF OR INTEREST HEREON; THE TRUSTEE’S ONLY
OBLIGATIONS ARE TO ADMINISTER, FOR THE BENEFIT OF THE REGISTERED
OWNERS OF THE CERTIFICATES, THE LEASE PAYMENTS AND VARIOUS
FUNDS AND ACCOUNTS ESTABLISHED UNDER THE TRUST INDENTURE.
EXHIBIT B-5
56125.0001.11976027.7
THIS CERTIFICATE SHALL NOT BE VALID OR BECOME
OBLIGATORY FOR ANY PURPOSE OR BE ENTITLED TO ANY SECURITY OR
BENEFIT UNDER THE TRUST INDENTURE UNTIL PROPERLY EXECUTED BY
THE TRUSTEE IN THE SPACE INDICATED BELOW.
IN WITNESS WHEREOF, this Certificate has been duly executed,
authenticated, and issued by Zions Bancorporation, National Association, in Boise, Idaho, as
Trustee.
Date of Authentication:
______________________
ZIONS BANCORPORATION, NATIONAL
ASSOCIATION, as Trustee
By ______________________________________
Authorized Signature
EXHIBIT B-6
56125.0001.11976027.7
* * * * *
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
_____________________________________________________________________________
(Transferee’s Name and Address)
_____________________________________________________________________________
(Tax Identification or Social Security Number)
this Certificate and all rights thereunder, and does hereby irrevocably constitute and appoint
_____________________________________________________________________________
(name and address)
as attorney to transfer this Certificate on the books kept for registration thereof with full power of
substitution in the premises.
Dated: _____________________
________________________________________________
NOTICE: The signature to this Assignment must
correspond with the name as it appears upon the
face of this Certificate in every particular, without
alteration or enlargement or any change whatever.
SIGNATURE GUARANTEED:
______________________________
NOTICE: Signature(s) must be guaranteed by an “eligible guarantor institution” that is a
member of or a participant in a “signature guarantee program” (e.g., the Securities Trans fer
Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock
Exchange, Inc. Medallion Signature Program).
EXHIBIT C - 1
56125.0001.11976027.7
EXHIBIT C
DEBT SERVICE SCHEDULE
Period
Ending Principal
Interest
Rate Interest
Debt
Service
Annual Debt
Service(1)
3/1/2020
9/1/2020
3/1/2021
9/1/2021
3/1/2022
9/1/2022
3/1/2023
9/1/2023
3/1/2024
9/1/2024
3/1/2025
9/1/2025
3/1/2026
9/1/2026
3/1/2027
9/1/2027
3/1/2028
9/1/2028
3/1/2029
9/1/2029
3/1/2030
9/1/2030
3/1/2031
9/1/2031
3/1/2032
9/1/2032
3/1/2033
9/1/2033
3/1/2034
9/1/2034
3/1/2035
9/1/2035
3/1/2036
9/1/2036
3/1/2037
9/1/2037
3/1/2038
9/1/2038
EXHIBIT C - 2
56125.0001.11976027.7
Period
Ending Principal
Interest
Rate Interest
Debt
Service
Annual Debt
Service(1)
3/1/2039
9/1/2039
3/1/2040
9/1/2040
3/1/2041
9/1/2041
3/1/2042
9/1/2042
3/1/2043
9/1/2043
3/1/2044
9/1/2044
Total $0.00 $0.00 $0.00 $0.00
(1) Subject to annual renewal and appropriation by the City.
CITY OF CHUBBUCK, IDAHO
$[12,385,000]
Annual Appropriation Certificates of Participation, Series 2019
CERTIFICATES PURCHASE AGREEMENT
Dated [October 30], 2019
-i-
TABLE OF CONTENTS
1. Parties and Relevant Dates ...................................................................................................1
2. Defined Terms .....................................................................................................................1
3. Offer to Purchase the Certificates; Execution of Terms and Acceptance ............................4
4. Purchase of the Certificates .................................................................................................4
5. Purchase Price ......................................................................................................................4
6. Public Offering.....................................................................................................................4
7. Establishment of Issue Price ................................................................................................5
8. Delivery of the Official Statement .......................................................................................7
9. Amendments to Official Statement ......................................................................................8
10. Representations and Warranties ...........................................................................................8
11. Ratings ...............................................................................................................................12
12. Closing ...............................................................................................................................12
13. Closing Conditions.............................................................................................................13
14. Issue Price Certificate ........................................................................................................15
15. Termination ........................................................................................................................16
16. Payment of Expenses .........................................................................................................17
17. Notices ...............................................................................................................................18
18. Governing Law ..................................................................................................................19
19. Miscellaneous ....................................................................................................................19
20. Counterparts .......................................................................................................................19
21. Signatures ...........................................................................................................................19
22. Severability ........................................................................................................................19
23. Arms-Length Transaction ..................................................................................................19
CERTIFICATE PURCHASE AGREEMENT – PAGE 1
CERTIFICATES PURCHASE AGREEMENT
1. Parties and Relevant Dates.
City: City of Chubbuck, Idaho, as lessee under the Annual Appropriation Lease.
Underwriter: Piper Jaffray & Co.
Acceptance Deadline: [October 30], 2019, 5:00 p.m. Mountain Daylight Time.
Closing Date: [November 20], 2019.
2. Defined Terms.
All capitalized terms used in this Agreement and not otherwise defined are used as
defined in the Trust Indenture or the Official Statement:
Acceptance Deadline: The date set forth in Section 1, being the date and time by which
the City must accept this Purchase Agreement.
Accountants: Deaton & Company, Chartered, Pocatello, Idaho, the public accountants of
the City and/or any entity whose audited financial statements are included in the Preliminary
Official Statement and the Official Statement.
Annual Appropriation Lease: the Annual Appropriation Lease Agreement between the
Bank, as lessor, and the City, as lessee, with respect to the sublease of the Property (as defined in
the Trust Indenture) by the City from the Bank.
Bank: Zions Bancorporation, National Association, a national banking association
organized and existing under the laws of the United States of America with a principal corporate
office in Boise, Idaho, and its successors and assigns, as lessee under the Primary Lease and as
lessor under the Annual Appropriation Lease.
Bond Counsel: Hawley Troxell Ennis & Hawley LLP.
Certificates: The City of Chubbuck, Idaho, Annual Appropriation Certificates of
Participation, Series 2019, as more specifically described in Schedule 1.
City: The City of Chubbuck, Idaho, a municipal corporation operating and existing under
and pursuant to the provisions of the Constitution and laws of the State.
City Attorney: Thomas J. Holmes of Beard St. Clair Gaffney PA.
City Documents: All financing documents to which the City is a party relating to the
issuance of and security for the Certificates, as such documents are amended and supplemented
to the Closing Date, including, but not limited to:
(i) this Purchase Agreement;
CERTIFICATE PURCHASE AGREEMENT – PAGE 2
(ii) the Continuing Disclosure Undertaking;
(iii) the Trust Indenture;
(iv) the Primary Lease;
(v) the Annual Appropriation Lease; and
(vi) other applicable financing or operative documents to which the City is a party, as
such documents are amended and supplemented to the Closing Date.
Closing Date: The date set forth in Section 1 of this Purchase Agreement, being the date
of the issuance and delivery of the Certificates.
Continuing Disclosure Undertaking: The continuing disclosure undertaking or agreement
entered into by the City with respect to the Certificates in accordance with Rule 15c2-12.
Certificate Ordinance: The Ordinance adopted by the City Council on [October 16],
2019, authorizing the issuance of the Certificates.
Creditors’ Rights Laws: Limitations on enforceability as may result from bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights
generally from time to time in effect and from the application of general principles of equity and
from public policy limitations on the exercise of any rights to indemnification and contribution.
Disclosure Counsel: Hawley Troxell Ennis & Hawley LLP.
DTC: The Depository Trust Company.
Effective Date and Time: The date and time that this Purchase Agreement is effective
[October 30], 2019, 5:00 p.m. Mountain Daylight Time.
End of the Underwriting Period: The later of (i) the Closing Date or (ii) when the
Underwriter no longer retains an unsold balance of the Certificates.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Excluded Sections: For purposes of the representations and warranties of the City set
forth in Section 10(a)(ix), the “Excluded Sections” of the Preliminary Official Statement and the
Official Statement shall be: (i) the section describing DTC and its book-entry-only procedures,
(ii) the section captioned “Underwriting” if provided in writing by the Underwriter and (iii) the
following additional sections, if any: Offering price(s), interest rate(s), selling compensation,
aggregate principal amount, delivery dates, credit enhancement, if any, ratings, and other terms
of the securities depending on such matters.
MSRB: Municipal Securities Rulemaking Board.
Official Statement: Official Statement dated the Effective Date, relating to the
Certificates, together with all appendices, exhibits, or any materials incorporated by reference
CERTIFICATE PURCHASE AGREEMENT – PAGE 3
therein and any amendments or supplements thereto.
Paying Agent: Zions Bancorporation, National Association, acting as paying agent for
the Certificates.
Preliminary Official Statement: The Preliminary Official Statement dated [October 22],
2019, relating to the Certificates, together with all appendices or exhibits, any materials
incorporated by reference therein and any amendments or supplements thereto.
Primary Lease: the Primary Lease between the City, as lessor, and the Bank, as lessee,
pursuant to which the Property (as defined in the Trust Indenture) is leased by the City to the
Bank, and any amendments and supplements thereto.
Primary Offering Disclosure Period: The period commencing with the first submission
to an underwriter of an order for the purchase of the Certificates or the purchase of such
Certificates from the City, whichever first occurs, and ending 25 days after the final delivery by
the City or its agent of all Certificates to or through the underwriting syndicate or sole
underwriter.
Purchase Agreement: This Certificates Purchase Agreement, dated the Effective Date,
including Schedule I attached hereto.
Purchase Price: The amount specified in Section 5 as the Purchase Price to be paid by
the Underwriter at the Closing for the purchase of the Certificates on the Closing Date.
Rule 15c2-12: Rule 15c2-12 promulgated by the SEC under the Exchange Act.
SEC: Securities and Exchange Commission of the United States.
Securities Act: The Securities Act of 1933, as amended.
State: Idaho.
Trustee: Zions Bancorporation, National Association, acting as trustee and/or paying
agent for the Certificates.
Trust Estate: The revenues and/or other funds pledged or otherwise identified by the City
as security or the source of payment for the Certificates as set forth in the Trust Indenture.
Trust Indenture: the Annual Appropriation Trust Indenture by and among the City, the
Bank, and the Trustee securing the Certificates.
Trust Indenture Act: Trust Indenture Act of 1939, as amended.
Underwriter: Piper Jaffray & Co.
Underwriter’s Counsel: Skinner Fawcett LLP.
CERTIFICATE PURCHASE AGREEMENT – PAGE 4
3. Offer to Purchase the Certificates; Execution of Terms and Acceptance.
Underwriter offers to enter into this Purchase Agreement with the City which, upon the
City's acceptance of this offer, will be binding upon the City and upon the Underwriter. This
offer is subject to acceptance by the City by the Acceptance Deadline and, if not so accepted by
the Acceptance Deadline, will be subject to withdrawal by the Underwriter by written notice
delivered to the City at any time prior to acceptance. The City shall accept this Purchase
Agreement by its execution hereof. Upon such execution, this Purchase Agreement will be
binding upon the Underwriter and the City. This Purchase Agreement is effective as of the
Effective Date and Time.
4. Purchase of the Certificates.
Upon the terms and conditions and upon the basis of the representations, warranties and
covenants set forth in this Purchase Agreement, the Underwriter agrees to purchase all (but not
less than all) of the $[12,385,000] Annual Appropriation Certificates of Participation, Series
2019 (the “Certificates”), and the City agrees to cause the Certificates to be sold to the
Underwriter. The Certificates shall bear interest at the rates per annum, mature on the dates, be
sold to the public at the prices and be subject to optional and mandatory sinking fund redemption
prior to maturity and to such other terms and provisions, all as set forth in Schedule 1 hereto.
The Certificates shall be as described in the Official Statement, the Trust Indenture and the City
Documents.
The City acknowledges and agrees that: (i) the primary role of the Underwriter, as an
underwriter, is to purchase securities for resale to investors in an arms-length commercial
transaction between the City and the Underwriter and that the Underwriter has financial and
other interests that differ from those of the City; (ii) the Underwriter is acting solely as a
principal and is not acting as a municipal advisor, financial advisor or fiduciary to the City or any
other person or entity and has not assumed any advisor y or fiduciary responsibility to the City
with respect to the transaction contemplated hereby and the discussions, undertakings and
proceedings leading thereto (irrespective of whether the Underwriter has provided other services
or is currently providing other services to the City on other matters); (iii) the only obligations the
Underwriter has to the City with respect to the transaction contemplated hereby expressly are set
forth in this Purchase Agreement; and (iv) the City has consulted its own legal, accounting, tax,
financial and other advisors, as applicable, to the extent it has deemed appropriate in connection
with the transaction contemplated herein.
5. Purchase Price.
The Purchase Price of the Certificates is $______________ (representing the principal
amount of the Certificates, less an Underwriter’s discount of $___________, and plus net
original issue premium of $_____________), plus accrued interest, if any, to the Closing Date.
The Purchase Price shall be payable on the Closing Date by the Underwriter to or as directed by
the City by wire transfer in immediately available funds.
6. Public Offering.
The Underwriter agrees to make a bona fide initial public offering of all the Certificates
CERTIFICATE PURCHASE AGREEMENT – PAGE 5
in compliance with federal and state securities laws, at a price not in excess of the initial offering
price set forth in Schedule 1 hereto. Subject to Section 7, the Underwriter may change the initial
offering price or prices as they deem necessary in connection with the offering of the Certificates
without any requirement of prior notice, and may offer and sell the Certificates to certain
institutions at prices lower than the public offering prices or yields greater than the yields set
forth therein. Upon the request of Bond Counsel, the Underwriter shall execute and deliver prior
to the Closing an issue price certificate in substantially the form attached hereto in Exhibit A or
similar certificate in form and substance reasonably satisfactory to Bond Counsel and the
Underwriter as further described below under “Establishment of Issue Price”.
7. Establishment of Issue Price.
(a) The Underwriter agrees to assist the City in establishing the issue price of the
Certificates and shall execute and deliver to the City at Closing an “issue price” or similar
certificate, together with the supporting pricing wires or equivalent communications,
substantially in the form attached hereto as Exhibit A, with such modifications as may be
appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond
Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price
or prices to the public of the Certificates.
(b) [Except as otherwise set forth in Exhibit A attached hereto,] the City represents that
it will treat the first price at which 10% of each maturity of the Certificates is sold to the public
(the “10% test”) as the issue price of that maturity (if different interest rates apply within a
maturity, each separate CUSIP number within that maturity will be subject to the 10% test). [If,
as of the date hereof, the 10% test has not been satisfied as to any maturity of the Certificates for
which the City has elected to utilize the 10% test, the Underwriter agrees to promptly report to
the City the prices at which Certificates of that maturity or maturities have been sold by the
Underwriter to the public. That reporting obligation shall continue until the earlier of the date
upon which the 10% test has been satisfied as to the Certificates of that maturity or maturities or
the Closing Date.]]1 At or promptly after the execution of this Purchase Agreement, the
Underwriter shall report to the City the price or prices at which it has sold to the public each
maturity of Certificates.
(c) The Underwriter confirms that it has offered the Certificates to the public on or before
the date of this Purchase Agreement at the offering price or prices (the “initial offering price”),
or at the corresponding yield or yields, set forth in the Official Statement. Exhibit A also sets
forth, as of the date of this Purchase Agreement, the maturities, if any, of the Certificates for
which the 10% test has not been satisfied and for which the City and the Underwriter agree that
the restrictions set forth in the next sentence shall apply, which will allow the City to treat the
initial offering price to the public of each such maturity as of the sale date as the issue price of
that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule
remains applicable to any maturity of the Certificates, the Underwriter will neither offer nor sell
unsold Certificates of that maturity to any person at a price that is higher than the initial offering
1 This reporting obligation should only be included in the event the City continues to utilize the 10% test with
respect to certain maturities after the execution of this Purchase Agreement and does not apply to maturities
utilizing the hold-the-offering-price rule. In the event this reporting obligation is included, the desk will need to
understand bond counsel’s view on what is the “first price” (e.g., weighted average).
CERTIFICATE PURCHASE AGREEMENT – PAGE 6
price to the public during the period starting on the sale date and ending on the earlier of the
following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the
Certificates to the public at a price that is no higher than the initial offering
price to the public.
The Underwriter shall promptly advise the City when it has sold 10% of that maturity of the
Certificates to the public at a price that is no higher than the initial offering price to the public, if
that occurs prior to the close of the fifth (5th) business day after the sale date.
(d) The Underwriter confirms that any agreement among the Underwriter, any selling
group agreement and any retail distribution agreement relating to the initial sale of the
Certificates to the public, together with the related pricing wires, contains or will contain
language obligating each dealer who is a member of the selling group and each broker-dealer
that is a party to such retail distribution agreement, as applicable, to (A) report the prices at
which it sells to the public the unsold Certificates of each maturity allotted to it until it is notified
by the Underwriter that either the 10% test has been satisfied as to the Certificates of that
maturity or all Certificates of that maturity have been sold to the public and (B) comply with the
hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the
Underwriter. The City acknowledges that, in making the representation set forth in this
subsection, the Underwriter will rely on (A) in the event a selling group has been created in
connection with the initial sale of the Certificates to the public, the agreement of each dealer who
is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as
set forth in a selling group agreement and the related pricing wires, and (B) in the event that a
retail distribution agreement was employed in connection with the initial sale of the Certificates
to the public, the agreement of each broker-dealer that is a party to such agreement to comply
with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement
and the related pricing wires. The City further acknowledges that the Underwriter shall not be
liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer
that is a party to a retail distribution agreement, to comply with its corresponding agreement
regarding the hold-the-offering-price rule as applicable to the Certificates.
(e) The Underwriter acknowledges that sales of any Certificates to any person that is a
related party to the Underwriter shall not constitute sales to the public for purposes of this
section. Further, for purposes of this section:
(i) “public” means any person other than an underwriter or a related party;
(ii) “underwriter” means (A) any person that agrees pursuant to a written contract
with the City (or with the lead underwriter to form an underwriting syndicate) to
participate in the initial sale of the Certificates to the public and (B) any person that
agrees pursuant to a written contract directly or indirectly with a person described in
clause (A) to participate in the initial sale of the Certificates to the public (including a
CERTIFICATE PURCHASE AGREEMENT – PAGE 7
member of a selling group or a party to a retail distribution agreement participating in the
initial sale of the Certificates to the public);
(iii) a purchaser of any of the Certificates is a “related party” to an underwriter if
the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50%
common ownership of the voting power or the total value of their stock, if both entities
are corporations (including direct ownership by one corporation of another), (ii) more
than 50% common ownership of their capital interests or profits interests, if both entities
are partnerships (including direct ownership by one partnership of another), or (iii) more
than 50% common ownership of the value of the outstanding stock of the corporation or
the capital interests or profit interests of the partnership, as applicable, if one entity is a
corporation and the other entity is a partnership (including direct ownership of the
applicable stock or interests by one entity of the other); and
(iv) “sale date” means the date of execution of this Purchase Agreement by all
parties.
8. Delivery of the Official Statement.
(a) The City hereby consents to and ratifies the use and distribution by the Underwriter
of the Official Statement in connection with the public offering and sale of the Securities by the
Underwriter. The City hereby represents and warrants that the Official Statement previously
furnished to the Underwriter was “deemed final” by the City as of its date for purposes of Rule
15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”),
except for any information which is permitted to be omitted therefrom in accordance with
paragraph (b)(1) thereof.
(b) The City, at its cost, shall provide, or cause to be provided, to the Underwriter within
seven (7) business days after the date of this Purchase Agreement (or within such shorter period
as may be approved by the Underwriter or required by applicable rule) such number of copies of
a final Official Statement, and any amendments or supplements and statements incorporated by
reference therein or attached thereto, as have been approved by the City, Bond Counsel, and the
Underwriter, as reasonably requested by the Underwriter, but in sufficient quantity to permit the
Underwriter to comply with paragraph (b)(4) of Rule 15c2-12, and Rule G-32 and any other
applicable rules of the SEC and the MSRB.
(c) The City authorizes the Underwriter to file, to the extent required by any applicable
SEC or MSRB rule, and the Underwriter agrees to so file, the Official Statement with the MSRB
or its designee. If an amended Official Statement is prepared during the Primary Offering
Disclosure Period, and if required by any applicable SEC or MSRB rule, the Underwriter also
shall make the required filings of the amended Official Statement. The City shall provide the
Underwriter with the information necessary to complete MSRB Form G-32 for all filings to be
made under this Section 8.
(d) The Preliminary Official Statement and the Official Statement may be delivered in
printed and a “designated electronic format” as defined in the MSRB’s Rule G-32 and as may be
agreed by the City and the Underwriter. If the Official Statement has been prepared in electronic
CERTIFICATE PURCHASE AGREEMENT – PAGE 8
form, the City hereby confirms that it does not object to distribution of the Official Statement in
electronic form.
9. Amendments to Official Statement.
The City shall not supplement or amend the Official Statement or cause the Official
Statement to be supplemented or amended without the prior written consent of the Underwriter.
The City covenants to notify the Underwriter promptly if, on or prior to the 25th day after the
End of the Underwriting Period, (or such other period as may be agreed to by the City and the
Underwriter) any event shall occur, or information comes to the attention of the City, that is
reasonably likely to cause the Official Statement (whether or not previously supplemented or
amended) to contain any untrue statement of a material fact or to 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 if in the opinion of the Underwriter such event requires the
preparation and distribution of a supplement or amendment to the Official Statement, to prepare
and furnish to the Underwriter, at the City’s expense, such number of copies of the supplement
or amendment to the Official Statement, in (i) a “designated electronic format” consistent with
the requirements of the MSRB’s Rule G-32 and (ii) a printed format form in substance mutually
agreed upon by the City and the Underwriter, as the Underwriter may reasonably request. If
such notification shall be given subsequent to the Closing Date, the City also shall furnish, or
cause to be furnished, such additional legal opinions, certificates, instruments and other
documents as the Underwriter may reasonably deem necessary to evidence the truth and
accuracy of any such supplement or amendment to the Official Statement.
10. Representations and Warranties.
(a) Representations and Warranties of City. The City hereby agrees with, and makes the
following representations and warranties to, the Underwriter, as of the date hereof and as of the
Closing Date, which representations and warranties shall survive the Closing:
(i) The City is a municipal corporation operating and existing under and pursuant
to the provisions of the Constitution and laws of the State, and has full legal right, power
and authority under the Constitution and laws of the State, to adopt the Certificate
Ordinance, to execute and deliver the City Documents and the Official Statement, to
cause the Certificates to be issued, sold and delivered as provided herein, and to carry out
and to consummate the transactions contemplated by the Certificate Ordinance, the City
Documents and the Official Statement.
(ii) By all necessary official action of the City prior to or concurrently with the
acceptance hereof, the City has duly authorized and approved (A) the distribution of the
Preliminary Official Statement and the execution, delivery and distribution of the Official
Statement for use by the Underwriter in connection with the public offering of the
Certificates, (B) the issuance and sale of the Certificates upon the terms set forth herein
and as contemplated by the Certificate Ordinance, the City Documents and the Official
Statement and (C) the execution and delivery of, and the performance by the City of the
obligations on its part contained in, the Certificates, the Certificate Ordinance and the
City Documents.
CERTIFICATE PURCHASE AGREEMENT – PAGE 9
(iii) The Certificates will be issued in conformity with and entitled to the benefit
and security of the Certificate Ordinance and the City Documents, including the pledge or
application tof the Trust Estate under the Trust Indenture.
(iv) This Purchase Agreement constitutes a legal, valid and binding obligation of
the City enforceable in accordance with its terms; the other City Documents, when duly
executed and delivered, will constitute the legal, valid and binding obligations of the City
enforceable in accordance with their respective terms; and the Certificates, when issued,
authenticated and delivered in accordance with the City Documents and sold to the
Underwriter as provided herein, will be the legal, valid and binding obligations of the
City enforceable in accordance with their terms; in all cases, except as the enforceability
of this Purchase Agreement, the other City Documents and the Certificates may be
limited by application of Creditors’ Rights Laws.
(v) The City is not in breach of or default in any material respect under (if
applicable) its charter documents, its articles of incorporation or its bylaws or under any
applicable constitutional provision, law or administrative regulation of the State or the
United States or any applicable jud gment or decree or any loan agreement, indenture,
bond, note, resolution, agreement or other instrument to which the City is a party or to
which the City is or any of its property or assets are otherwise subject, and no event has
occurred and is continuing which constitutes or with the passage of time or the giving of
notice, or both, would constitute a material default or event of default by the City under
any of the foregoing.
(vi) Except as may be described in the Preliminary Official Statement or the
Official Statement, the City is not in breach of or default in any material respect under
any applicable constitutional provision, law or administrative regulation of the State or
the United States or any applicable judgment or decree or any loan agreement, i ndenture,
bond, note, resolution, agreement or other instrument to which the City is a party or to
which the City is or any of its property or assets are otherwise subject, and no event has
occurred and is continuing which constitutes or with the passage of time or the giving of
notice, or both, would constitute a material default or event of default by the City under
any of the foregoing.
(vii) The adoption, execution and delivery of the Certificates, the Certificate
Ordinance and the City Documents, and compliance with the provisions on the City’s
part contained therein, will not conflict with or constitute a breach of or default under any
constitutional provision, law, administrative regulation, judgment, decree, loan
agreement, indenture, bond, note, resolution, agreement or other instrument to which the
City is a party or to which the City or any of its property or assets are otherwise subject,
and such adoption, execution, delivery or compliance will not result in the creation or
imposition of any lien, charge or other security interest or encumbrance of any nature
upon the Trust Estate or the property or assets, if any, of the City to be pledged to secure
the Certificates or under the terms of any such law, regulation or instrument, except as
provided by the Certificates, the Certificate Ordinance and the City Documents.
CERTIFICATE PURCHASE AGREEMENT – PAGE 10
(viii) All authorizations, approvals, consents and orders of any governmental
authority, legislative body, board, agency or commission having jurisdiction which are
required for the due authorization of, which would constitute a condition precedent to, or
the absence of which would materially adversely affect, the issuance of the Certificates or
the due performance by the City of its obligations under the Certificate Ordinance, the
City Documents and the Certificates have been duly obtained or will be obtained prior to
the Closing, except for:
(1) such authorizations, approvals, consents and orders, if any, as may be
required under the Blue Sky or securities laws of any jurisdiction in connecti on
with the offering and sale of the Certificates and
(2) authorizations, approvals, consents and orders that are required to be
obtained or renewed periodically, such as budgets, licenses and permits.
(ix) The Preliminary Official Statement as of its date did not, and the Official
Statement as of its date does not and as of the Closing Date will not, contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not
misleading; provided that, the City makes no statement as to the Excluded Sections of the
Preliminary Official Statement or the Official Statement.
(x) The financial statements of the City contained in the Preliminary Official
Statement and the Official Statement fairly present the financial position and results of
operations of the City as of the dates and for the periods therein set forth in accordance
with generally accepted accounting principles consistently applied, and, since the date
thereof, there has been no material adverse change in the financial position or results of
operations of the City.
(xi) There is no action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, agency, public board or body, pending or, to the
knowledge of the City, threatened against the City: (A) affecting the existence of the
City or the titles of its officers to their respective offices, (B) seeking to prohibit, restrain
or enjoin the issuance, sale or delivery of the Certificates or the pledge or collection by
the City of the Trust Estate or the making of any other required deposits with respect to
the Certificates, (C) in any way contesting or affecting the validity or enforceability of, or
the power or authority of the City to cause the Certificates to be issued, to adopt or to
enter into (as applicable) the Certificate Ordinance or the City Documents, (D) contesting
in any way the completeness or accuracy of the Preliminary Official Statement or the
Official Statement, or any amendment or supplement thereto, (E) except as disclosed in
the Official Statement, wherein an unfavorable decision, ruling or finding would
materially adversely affect the financial position or condition of the City or would result
in any material adverse change in the ability of the City to pledge or apply the Trust
Estate or to pay debt service on the Certificates, or (F) contesting the status of the interest
on the Certificates as excludable from gross income for federal income tax purposes or as
exempt from any applicable state tax, in each case as described in the Official Statement.
CERTIFICATE PURCHASE AGREEMENT – PAGE 11
(xii) The City has received all licenses, permits or other regulatory approvals
required, if any, for the pledge, collection and/or application by the City of the Trust
Estate and the City is not in material default, and no event has occurred which would
constitute or result in a material default, under any such licenses, permits or approvals.
(xiii) The City has entered or will enter into the Continuing Disclosure
Undertaking and, unless otherwise described in the Official Statement or set forth below,
the City has not failed during the previous five years to comply in all material respects
with any previous undertakings in a written continuing disclosur e contract or agreement
under Rule 15c2-12.
(xiv) The City Documents and the Certificates conform to the description thereof
contained in the Official Statement.
(xv) Any certificate signed by any member or officer of the City and delivered to
the Underwriter in connection with the delivery of the Certificates shall be deemed to be
a representation and warranty by the City to the Underwriter as to the statements made in
such certificate.
(xvi) The City has the legal authority to apply proceeds of the Certificates for the
purposes contemplated by the Certificate Ordinance and the City Documents, including
for the payment or reimbursement of incidental expenses in connection with the
marketing, issuance and delivery of the Certificates to the extent required by this
Purchase Agreement and in compliance with applicable law.
(b) Covenants of City.
The City hereby covenants with the Underwriter that:
(i) Prior to the Closing Date, except as otherwise contemplated by the Official
Statement, the City shall not create, assume or guarantee any indebtedness payable from,
or pledge or otherwise encumber, the Trust Estate or other assets, properties, funds or
interests that will be pledged as security for the Certificates pursuant to the City
Documents.
(ii) The City shall cooperate with the Underwriter in the qualification of the
Certificates for offering and sale and the determination of their eligibility for investment
under the laws of such jurisdictions, to the extent applicable, as the Underwriter may
request; provided that the City shall not be required to qualify as a foreign corporation in,
or submit to the general jurisdiction of, any other state or to file any general or special
consents to service of process under the laws of any jurisdiction.
(iii) The City shall not knowingly take or omit to take any action that, under
existing law, may adversely affect the exclusion from gross income for federal income
tax purposes, or the exemption from any applicable state tax, of the interest on the
Certificates.
(c) Representations and Warranties of the Underwriter.
CERTIFICATE PURCHASE AGREEMENT – PAGE 12
The Underwriter hereby agrees with, and makes the following representations and
warranties to, the City, as of the date hereof and as of the Closing Date, which representations
and warranties shall survive the Closing:
(i) The Underwriter is an entity duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization.
(ii) This Purchase Agreement has been duly authorized, executed and delivered
by the Underwriter and, assuming the due authorization, execution and delivery by the
City, is the legal, valid and binding obligation of the Underwriter enforceable in
accordance with its terms, except as the enforceability of this Purchase Agreement may
be limited by application of Creditors’ Rights Laws.
(iii) The Underwriter represents that it is licensed by and registered with the
Financial Industry Regulatory Authority as a broker-dealer and the MSRB as a municipal
securities dealer.
11. Ratings.
The following rating(s) on the Certificates shall be in effect on the Closing Date:
S&P: [A+].
12. Closing.
(a) The delivery of and payment for the Certificates shall be the “Closing” for the
Certificates and shall occur at or prior to 1:00 p.m., New York City time, on the Closing Date, or
at such other time or on such other date as may be mutually agreed by the Underwriter and the
City. The location of the Closing shall be Boise, Idaho.
(b) At the Closing, the City shall deliver or cause to be delivered the Certificates to DTC
or to the Trustee or Paying Agent on behalf of the Underwriter, as further described in paragraph
(c) below. The Certificates shall be delivered in definitive form, duly executed by the City and
authenticated by the Trustee or Paying Agent, together with t he other documents identified in
Section 13. Subject to satisfaction of the conditions contained in this Purchase Agreement, the
Underwriter will accept delivery of the Certificates as described above and pay the Purchase
Price, plus accrued interest, if any, on the Certificates from their dated date to, but not including,
the Closing Date, in immediately available funds, payable to the order of the Trustee or as
otherwise directed by the City. If as set forth in Schedule 1 the Underwriter is to be paid an
underwriting commission (in lieu of receiving an underwriting discount), the City shall pay the
underwriting commission to the Underwriter in immediately available funds on the Closing Date.
(c) Delivery of the definitive Certificates shall be made through the facilities of DTC’s
book-entry-only system in New York, New York, or at such other location as may be designated
by the Underwriter prior to the Closing. The Certificates will be delivered as fully-registered
certificates of participation, bearing CUSIP numbers, with a single certificate of participation for
each maturity of each series of the Certificates (or, if so provided in Schedule 1, for each
separate interest rate within a maturity), and registered in the name of Cede & Co., as nominee of
CERTIFICATE PURCHASE AGREEMENT – PAGE 13
DTC, which will act as securities depository for the Certificates. Unless otherwise requested by
the Underwriter, the Certificates will be delivered under DTC’s FAST delivery system.
13. Closing Conditions.
The Underwriter’s obligations under this Purchase Agreement to purchase and pay for the
Certificates shall be subject to the performance by the City of all of its obligations to be
performed under this Purchase Agreement at or prior to the Closing and the Underwriter shall
receive on the Closing Date, in form and substance satisfactory to the Underwriter, each item
specified below, unless waived by the Underwriter:
(a) A copy of the Official Statement dated as of date of this Purchase Agreement.
(b) A copy of the Certificate Ordinance certified by the City substantially in the form
previously furnished.
(c) An executed copy of the Primary Lease, Annual Appropriation Lease, and Trust
Indenture.
(d) The approving opinion of Bond Counsel, addressed to the Underwriter, the City and
the Trustee, dated the Closing Date, and in substantially the form included as Appendix A to the
Official Statement.
(e) The supplemental opinion of Hawley Troxell Ennis & Hawley LLP, as Bond Counsel
and Disclosure Counsel, addressed to the Underwriter and the City, dated the Closing Date, and
in substantially the form attached hereto as Exhibit B.
(f) The opinion of the City Attorney, addressed to the Underwriter and Bond Counsel,
dated the Closing Date, and in substantially the form attached hereto as Exhibit C.
(g) The opinion of Trustee’s Counsel, addressed to the Underwriter and the City, dated
the Closing Date, to the effect that the Trustee has full legal right, power and authority to enter
into the Trust Indenture and issue the Certificates thereunder.
(h) The opinion of Underwriter’s Counsel, addressed to the Underwriter, dated the
Closing Date, to the effect that: (A) the Certificates are exempt from registration under the
Securities Act and the Authorizing Law and any related trust indenture are exemp t from
qualification under the Trust Indenture Act and (B) the Continuing Disclosure Undertaking
meets the requirements of Rule 15c2-12. In addition, such counsel shall state in its letter
containing the foregoing opinion or in a separate letter addressed to the Underwriter that, without
having undertaken to determine independently, or to assume responsibility for, the accuracy,
completeness or fairness thereof, and based solely on their participation in meetings and
telephone conferences at which representatives of the City, Bond Counsel and the Underwriter
were at various times present, nothing has come to the attention of such counsel that would lead
them to believe that the information and statements in the Preliminary Official Statement as of its
date and the Official Statement, as of its date and as of the date of such letter, contained or
contain any untrue statement of a material fact or omitted or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which
CERTIFICATE PURCHASE AGREEMENT – PAGE 14
they were made, not misleading; provided that, no view need be expressed as to the financial
statements of the City, any other financial, forecast, technical or statistical data, and any
information in the Preliminary Official Statement as of its date and the Official Statement
respecting DTC.
(i) A certificate dated the Closing Date of an authorized officer of the City to the effect
that:
(i) the representations and warranties of the City contained in this Purchase
Agreement are true and correct in all material respects on and as of the Closing Date with
the same effect as if made on the Closing Date;
(ii) the Certificate Ordinance and the City Documents have been duly authorized
and executed and are in full force and effect;
(iii) the City has complied with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied at or prior to the Closing;
(iv) no event affecting the City has occurred since the date of the Official
Statement which either makes untrue or incorrect in any material respect as of the
Closing Date any statement or information contained in the Preliminary Official
Statement or the Official Statement or is not reflected in the Official Statement but
should be reflected therein in order to make the statements and information therein not
misleading in any material respect; and
(v) there is no action, suit, proceeding or investigation before or by any court or
public board or body pending or threatened against the City to restrain or enjoin the
issuance, execution or delivery of the Certificates or in any manner questioning the
proceedings or authority for the issuance of the Certificates or affecting directly or
indirectly the validity of the Certificates or of any provisions made or authorized for their
payment or contesting the existence of the City or the title of any of its officers to their
respective offices.
(j) Written evidence that the rating on the Certificates by the applicable rating service, as
set forth in Section 11, is in effect as of the Closing Date.
(k) A certificate of an officer of the Bank, acceptable to the Underwriter, dated the
Closing Date, to the effect that the Primary Lease and Annual Appropriation Lease and other
financing or operative documents relating to the Certificates to which the Bank is a party have
been duly authorized, executed and delivered by the Bank and, assuming due authorization,
execution and delivery thereof by and the other parties thereto, constitute valid and binding
agreements of the Bank enforceable against the Bank in accordance with their terms; and an
incumbency certificate of the Bank, in form and content acceptable to the Underwriter and Bond
Counsel, dated the Closing Date, with respect to the officers or other signatories of the Bank who
have executed the Primary Lease and Annual Appropriation Lease to which the Bank is a party,
and all other financing or operative documents relating to the Certificates to be signed by the
Bank.
CERTIFICATE PURCHASE AGREEMENT – PAGE 15
(l) A certificate of an officer of the Trustee, acceptable to the Underwriter, dated the
Closing Date, to the effect that the Trust Indenture and Continuing Disclosure Undertaking and
other financing or operative documents relating to the Certificates to which the Trustee is a party
have been duly authorized, executed and delivered by the Trustee, and, assuming due
authorization, execution and delivery thereof by the City and the other parties thereto, constitute
valid and binding agreements of the Trustee enforceable against the Trustee in accordance with
their terms; that the Trustee is authorized to issue the Certificates under the Trust Indenture and
that the Certificates have been authenticated in accordance with the Certificate Ordinance and
the Trust Indenture by a duly authorized officer or signatory of the Trustee; and an incumbency
certificate of the Trustee, in form and content acceptable to the Underwriter and Bond Counsel,
dated the Closing Date, with respect to the officers or other signatories of the Trustee who have
executed, authenticated and delivered the Certificates, the Trust Indenture, the Continuing
Disclosure Undertaking, and all other financing or operative documents relating to the
Certificates to be signed by the Trustee.
(m) A tax certificate or tax regulatory agreement, executed by a duly authorized officer
of the City, in form and substance satisfactory to Bond Counsel, setting forth, among other
things, in the manner permitted by the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder, the reasonable expectations of the City as of the Closing
Date as to the use of proceeds of the Certificates and of any other funds of the City expected to
be used to pay debt service on the Certificates and the facts and estimates on which such
expectations are based, and stating that, to the best of knowledge and belief of such certifying
officer, the expectations set forth therein are reasonable.
(n) A letter from the Accountants addressed to the City consenting to the inclusion of the
audited City Financial Statement for fiscal year ended September 30, 2018, as an appendix to the
Preliminary Official Statement and the Official Statement.
(o) True and complete copies of all opinions, certificates and other documents delivered
to the Trustee under the Certificate Ordinance and the City Documents; and such additional
legal opinions, certificates, instruments and other documents as the Underwriter or Bond Counsel
reasonably may request, in form and substance satisfactory to the Underwriter or Bond Counsel,
as the case may be, to evidence (A) compliance by the City with legal requirements reasonably
relating to the transactions contemplated by the Official Statement and this Purchase Agreement,
(B) the truth and completeness, as of the date thereof, of the statements and information
contained in the Preliminary Official Statement, (C) the truth and completeness, as of the date
thereof and as of the time of the Closing, of the statements and information contained in the
Official Statement, (D) the truth and completeness, as of the time of the Closing, of the
representations and warranties of the City contained in this Purchase Agreement and the
certificates and other documents referred to in this Purchase Agreement, and (E) the due
performance or satisfaction by the City at or prior to the Closing of all agreements then to be
satisfied.
14. Issue Price Certificate.
Upon request of Bond Counsel, the Underwriter shall execute and deliver on the Closing
Date an issue price or similar certificate pursuant to this Section and Section 7 in form and
CERTIFICATE PURCHASE AGREEMENT – PAGE 16
substance reasonably satisfactory to the City, Bond Counsel and the Underwriter.
15. Termination.
The Underwriter shall have the right to cancel its obligation to purchase the Certificates
and to terminate this Purchase Agreement by written notice to the City if, between the Effective
Date to and including the Closing Date, in the Underwriter’s sole and reasonable judgment any
of the following events shall occur (each a “Termination Event”):
(a) the market price or marketability of the Certificates, or the ability of the
Underwriter to enforce contracts for the sale of the Certificates, shall be materially adversely
affected by any of the following events:
(i) legislation shall have been enacted by the Congress of the United States or
the legislature of the State or shall have been favorably reported out of committee of
either body or be pending in committee of either body, or shall have been recommended
to the Congress for passage by the President of the United States or a member of the
President’s Cabinet, or a decision shall have been rendered by a court of the United States
or the State or the Tax Court of the United States, or a ruling, resolution, regulation or
temporary regulation, release or announcement shall have been made or shall have been
proposed to be made by the Treasury Department of the United States or the Internal
Revenue Service, or other federal or state authority with appropriate jurisdiction, with
respect to federal or state taxation upon interest received on obligations of the general
character of the Certificates, provided that this paragraph (a) (i) shall not apply if the
Certificates are being issued as taxable Certificates; or
(ii) there shall have occurred (1) an outbreak or escalation of hostilities or the
declaration by the United States of a national emergency or war or (2) any other calamity
or crisis in the financial markets of the United States or elsewhere; or
(iii) a general suspension of trading on the New York Stock Exchange or other
major exchange shall be in force, or minimum or maximum prices for trading shall have
been fixed and be in force, or maximum ranges for prices for securities shall have been
required and be in force on any such exchange, whether by virtue of determination by
that exchange or by order of the SEC or any other governmental authority having
jurisdiction; or
(iv) legislation shall have been enacted by the Congress of the United States or
shall have been favorably reported out of committee or be pending in committee, or shall
have been recommended to the Congress for passage by the President of the United
States or a member of the President’s Cabinet, or a decision by a court of the United
States shall be rendered, or a ruling, regulation, proposed regulation or statement by or on
behalf of the SEC or other governmental agency having jurisdiction of the subject matter
shall be made, to the effect that any obligations of the general character of the
Certificates, the Bond Legislation or City Documents, or any comparable securities of the
City, are not exempt from the registration, qualification or other requirements of the
Securities Act or the Trust Indenture Act or otherwise, or would be in violation of any
CERTIFICATE PURCHASE AGREEMENT – PAGE 17
provision of the federal securities laws; or
(v) except as disclosed in or contemplated by the Official Statement, any
material adverse change in the affairs of the City shall have occurred; or
(vi) any rating on securities of the City which are secured by a pledge or
application of the Trust Estate on a parity with the Certificates or
(b) any event or circumstance shall exist that either makes untrue or incorrect in any
material respect any statement or information in the Official Statement (other than any statement
provided by the Underwriters) or is not reflected in the Official Statement but should be reflected
therein in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading and, in either such event, the City refuses to permit the Official
Statement to be supplemented to supply such statement or information, or the effect of the Official
Statement as so supplemented is to materially adversely affect the market price or marketability of
the Certificates or the ability of the Underwriters to enforce contracts for the sale of the
Certificates; or
(c) a general banking moratorium shall have been declared by federal or State
authorities having jurisdiction and be in force; or
(d) a material disruption in securities settlement, payment or clearance services
affecting the Certificates shall have occurred; or
(e) any new restriction on transactions in securities materially affecting the market
for securities (including the imposition of any limitation on interest rates) or the extension of
credit by, or a charge to the net capital requirements of, underwriters shall have been established
by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of
the United States, or by Executive Order; or
(f) a decision by a court of the United States shall be rendered, or a stop order,
release, regulation or no-action letter by or on behalf of the SEC or any other governmental
agency having jurisdiction of the subject matter shall have been issued or made, to the effect that
the issuance, offering or sale of the Certificates, including the underlying obligations as
contemplated by this Purchase Agreement or by the Official Statement, or any document
relating to the issuance, offering or sale of the Certificates, is or would be in violation of any
provision of the federal securities laws at the Closing Date, including the Securities Act, the
Exchange Act and the Trust Indenture Act.
Upon the occurrence of a Termination Event and the termination of this Purchase
Agreement by the Underwriter, all obligations of the City and the Underwriter under this
Purchase Agreement shall terminate, without further liability, except that) the City and the
Underwriter shall pay their respective expenses as set forth in Section 16 below.
16. Payment of Expenses.
(a) The Underwriter shall be under no obligation to pay, and the City shall pay from
available funds or direct the Trustee under the Certificate Ordinance and the City Documents to
CERTIFICATE PURCHASE AGREEMENT – PAGE 18
pay from the proceeds of the Certificates (to the extent permitted under applicable law) or from
other funds of the City, all expenses that are incidental to the performance of the City’s
obligations under this Purchase Agreement, including but not limited to: all expenses in
connection with the printing of the Preliminary Official Statement, the Official Statement and
any amendment or supplement to either; all expenses in connection with the printing, issuance
and delivery of the Certificates; the fees and expenses of Bond Counsel and Disclosure Counsel;
the fees and expenses of the City’s financial advisors, Accountants, any verification consultant
and all other consultants; the fees and disbursements of any Trustee, any Paying Agent and any
escrow agent, and their respective counsel; all expenses in connection with obtaining a rating or
ratings for the Certificates; all expenses of the City in connection with the preparation, printing,
execution and delivery, and any recording or filing, of any the City Document or any other
instrument; the City’s administrative fees; and all other expenses and costs of the City incident to
its obligations in connection with the authorization, issuance, sale and distribution of the
Certificates. Unless the City and the Underwriter otherwise agree, the City shall pay for all
incidental costs (including, but not limited to, transportation, lodging, meals and entertainment of
City personnel) incurred by or on behalf of the City in connection with the marketing, issuance
and delivery of the Certificates.
(b) The Underwriter shall pay the costs of qualifying the Certificates for sale in the
various states chosen by the Underwriter, all advertising expenses in connection with the public
offering of the Certificates, the fees and disbursements of Underwriter’s Counsel and all other
expenses incurred by the Underwriter in connection with the public offering and distribution of
the Certificates.
17. Notices.
Any notice or other communication to be given to the City under this Purchase
Agreement may be given by certified mail or by delivering the same in writing to the City at the
address shown.
To the City: City of Chubbuck, Idaho
5160 Yellowstaone Ave.
Chubbuck, Idaho 83202
Attention: City Treasurer
To the Trustee: Zions Bancorporation, National Association
800 W. Main St., Suite 700
Boise, Idaho 83702
Attention: Twyla Lehto, Senior Vice President
To the Underwriter: Piper Jaffray & Co.
101 S. Capitol Blvd., Suite 603
Boise, Idaho 83702
Attention: Eric Heringer, Managing Director
CERTIFICATE PURCHASE AGREEMENT – PAGE 19
18. Governing Law.
This Purchase Agreement shall be governed by the laws of the State of Idaho.
19. Miscellaneous.
This Purchase Agreement is made solely for the benefit of the signatories hereto
(including the Underwriter and its successors or assigns) and no other person shall acquire or
have any right hereunder or by virtue hereof. Neither the City nor the Underwriter may assign
this Purchase Agreement. The term “successor” shall not include any holder of any Certificates
merely by virtue of such holding. All representations, warranties, agreements and indemnities
contained in this Purchase Agreement shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the Underwriter, and shall survive the
delivery of and payment for the Certificates and any termination of this Purchase Agreement.
Section headings have been included in this Purchase Agreement as a matter of convenience of
reference only and are not to be used in the interpretation of any provisions of this Purchase
Agreement.
20. Counterparts.
This Purchase Agreement may be executed in one or more counterparts with the same
force and effect as if all signatures appeared on a single instrument.
21. Signatures.
Upon execution by the City and the Underwriter, this Purchase Agreement shall be
binding upon the City and the Underwriter as of the Effective Date and Time.
22. Severability.
If any provision of this Purchase Agreement is held or deemed to be or shall, in fact, be invalid,
inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions
or in all jurisdictions because it conflicts with any provision of any constitution, statute, rule of
public policy or any other reasons, such circumstances shall not have the effect of rendering any
other provision or provisions of this Purchase Agreement invalid, inoperative or unenforceable to
any extent whatsoever.
23. Arms-Length Transaction.
The City acknowledges and agrees that (i) the purchase and sale of the Certificates
pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the City
and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and
procedures leading up to the consummation of such transaction, the Underwriter is and has been
acting solely as principal and is not acting as the agent, advisor or fiduciary of the City, (iii) the
Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with
respect to the offering contemplated hereby or the discussions, undertakings and procedures
leading thereto (irrespective of whether the Underwriter has provided other services or is
currently providing other services to the City on other matters) and the Underwriter has no
CERTIFICATE PURCHASE AGREEMENT – PAGE 20
obligation to the City with respect to the offering contemplated hereby except the obligations
expressly set forth in this Purchase Agreement; and (iv) the City has consulted its own legal,
financial and other advisors to the extent it has deemed appropriate. For both subsections (ii)
and (iii) herein, it is the City's understanding that an advisory or fiduciary relationship shall not
be deemed to exist when, in the course of acting as an underwriter, a broker, dealer or municipal
securities dealer, a person renders advice to a municipal corporation, including advice with
respect to the structure, timing, terms and other similar matters concerning a new issue of
municipal securities.
(Execution pages to follow.)
EXECUTION PAGE TO CERTIFICATE PURCHASE AGREEMENT
ACCEPTED AND AGREED:
CITY OF CHUBBUCK, IDAHO
By: ____________________________
Mayor
Attest:_________________________
City Clerk
Effective Date: [October 30], 2019
Time: 5:00 p.m. (Mountain Daylight Time).
PIPER JAFFRAY & CO.
By:
Eric Heringer, Managing Director
SCHEDULE 1 – Pg. 1
Schedule 1
The Certificates will be dated the date of issuance and will bear interest from their dated
date at the rates, and will mature in the principal amounts and in the years set forth below:
Due Date
September 1 Amount
Interest
Rate
Yield
CUSIP
#194521
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
*Term bond, stated maturity.
Optional Redemption:
The Certificates maturing on September 1 in the years 2020 through 2029, inclusive, are
not subject to optional redemption prior to their stated dates of maturity. The Certificates
SCHEDULE 1 – Pg. 2
maturing on or after September 1, 2030, are subject to redemption prior to their stated
dates of maturity at the election of the City at any time on or after September 1, 2029, in
whole or in part (maturities to be selected by the City and randomly within a maturity in
such manner as the Trustee shall determine). Such optional redemption of the
Certificates shall be at a price of 100% of the principal amount of the Certificates to be so
redeemed, plus accrued interest to the date fixed for redemption.
Mandatory Sinking Fund Redemption:
The Certificates maturing on September 1, 20__, are subject to mandatory sinking fund
redemption prior to their stated maturity, at a price of 100% of the principal amount of
the Certificates to be so redeemed, plus accrued interest to the date fixed for redemption,
on September 1 of the years, and in the amounts, shown below:
SEPTEMBER 1
OF THE YEAR
20__ *
MANDATORY
REDEMPTION AMOUNT
$_____________
__________________
*Stated maturity.
EXHIBIT A –Pg. 1
Exhibit A
Form of Issue Price Certificate
CITY OF CHUBBUCK, IDAHO
$_______________
Annual Appropriation Certificates of Participation, Series 2019
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Piper Jaffray & Co. hereby certifies as set forth below
with respect to the sale and issuance of the above-captioned obligations (the “Certificates”).
1. [Alternative 11 – All Maturities Use General Rule: Sale of the Certificates. As of
the date of this certificate, for each Maturity of the Certificates, the first price at which at
least 10% of such Maturity of the Certificates was sold to the Public is the respective price
listed in Exhibit A.][Alternative 22 – Select Maturities Use General Rule: Sale of the
General Rule Maturities. As of the date of this certificate, for each Maturity of the General
Rule Maturities, the first price at which at least 10% of such Maturity of the Certificates
was sold to the Public is the respective price listed in Exhibit A.]
1.Initial Offering Price of the [Certificates] [Hold-the-Offering-Price Maturities].
a)[Alternative 13 – All Maturities Use Hold-the-Offering-Price Rule: Piper Jaffray &
Co. offered the Certificates to the Public for purchase at the respective initial offering prices
listed in Exhibit A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the
pricing wire or equivalent communication for the Certificates is attached to this certificate
as Exhibit B.] [Alternative 24 – Select Maturities Use Hold-the-Offering-Price Rule: Piper
Jaffray & Co. offered the Hold-the-Offering-Price Maturities to the Public for purchase at
the respective initial offering prices listed in Exhibit A (the “Initial Offering Prices”) on or
before the Sale Date. A copy of the pricing wire or equivalent communication for the
Certificates is attached to this certificate as Exhibit B.]
b) [Alternative 1 – All Maturities use Hold-the-Offering-Price Rule: As set forth in
the Bond Purchase Agreement, Piper Jaffray & Co. has agreed in writing that, (i) for each
Maturity of the Certificates, it would neither offer nor sell any of the unsold Certificates of
such Maturity to any person at a price that is higher than the Initial Offering Price for such
Maturity during the Holding Period for such Maturity (the “hold-the offering-price rule”),
and (ii) any selling group agreement shall contain the agreement of each dealer who is a
member of the selling group, and any retail distribution agreement shall contain the
agreement of each broker-dealer who is a party to the retail distribution agreement, to
comply with the hold-the-offering-price rule. Piper Jaffray & Co. has not offered or sold
1 If Alternative 1 is used, delete the remainder of paragraph 1 and all of pa ragraph 2 and renumber paragraphs
accordingly.
2 If Alternative 2 is used, delete Alternative 1 of paragraph 1 and use each Alternative 2 in paragraphs 2(a) and (b).
3 If Alternative 1 is used, delete all of paragraph 1 and renumber paragraphs accordingly.
4 Alternative 2(a) of paragraph 2 should be used in conjunction with Alternative 2 in paragraphs 1 and 2(b).
EXHIBIT A –Pg. 2
any Maturity of the unsold Certificates at a price that is higher than the respective Initial
Offering Price for that Maturity of the Certificates during the Holding Period.] [Alternative
2 - Select Maturities Use Hold-the-Offering-Price Rule: As set forth in the Bond Purchase
Agreement, Piper Jaffray & Co. has agreed in writing that, (i) for each Maturity of the Hold-
the-Offering-Price Maturities, it would neither offer nor sell any of the unsold Certificates
of such Maturity to any person at a price that is higher than the Initial Offering Price for
such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price
rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who
is a member of the selling group, and any retail distribution agreement shall contain the
agreement of each broker-dealer who is a party to the retail distribution agreement, to
comply with the hold-the-offering-price rule. Piper Jaffray & Co. has not offered or sold
any unsold Certificates of any Maturity of the Hold-the-Offering-Price Maturities at a price
that is higher than the respective Initial Offering Price for that Maturity of the Certificates
during the Holding Period.]
3. Defined Terms.
(a) City means the City of Chubbuck, Idaho, a municipal corporation operating and
existing under and pursuant to the provisions of the Constitution and laws of the State.
[(b) General Rule Maturities means those Maturities of the Certificates listed in
Exhibit A hereto as the “General Rule Maturities.”]
[(c) Hold-the-Offering-Price Maturities means those Maturities of the
Certificates listed in Exhibit A hereto as the “Hold-the-Offering-Price Maturities.”]
[(d) Holding Period means, with respect to a Hold-the-Offering-Price Maturity,
the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth
business day after the Sale Date ([DATE]), or (ii) the date on which Piper Jaffray & Co. has
sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are
no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.]
(e) Maturity means Certificates with the same credit and payment terms, but
with different maturity dates, or Certificates with the same maturity date but different stated
interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an
Underwriter. The term “related party” for purposes of this certificate means any two or
more persons who have greater than 50 percent common ownership, directly or indirectly.
(g) Sale Date means the first day on which there is a binding contract in writing
for the sale of a Maturity of the Certificates. The Sale Date of the Certificates is [October
30], 2019.
(h) Underwriter means (i) any person that agrees pursuant to a written contract
with the City (or with the lead underwriter to form an underwriting syndicate) to participate
in the initial sale of the Certificates to the Public, and (ii) any person that agrees pursuant to
a written contract directly or indirectly with a person described in clause (i) of this
paragraph to participate in the initial sale of the Certificates to the Public (including a
EXHIBIT A –Pg. 3
member of a selling group or a party to a retail distribution agreement participating in the
initial sale of the Certificates to the Public).
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents Piper Jaffray & Co.’s interpretation of any laws,
including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as
amended, and the Treasury Regulations thereunder. The undersigned understands that the
foregoing information will be relied upon by the City with respect to certain of the
representations set forth in the Tax Certificate and with respect to compliance with the
federal income tax rules affecting the Certificates, and by Hawley Troxell Ennis & Hawley
LLP, as Bond Counsel, in connection with rendering its opinion that the interest on the
Certificates is excluded from gross income for federal income tax purposes, the preparation
of Internal Revenue Service Form 8038-G and other federal income tax advice it may give
to the City from time to time relating to the Certificates.
PIPER JAFFRAY & CO.
By:
Name:
Title:
Dated: [ISSUE DATE]
EXHIBIT A –Pg. 4
SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND
INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)
EXHIBIT A –Pg. 5
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
EXHIBIT B –Pg. 1
Exhibit B
Form of Supplemental Opinion
(Attached)
EXHIBIT C –Pg. 1
Exhibit C
Form of City Attorney Opinion
(Attached)
INFORMATION REPORTING AGREEMENT, P. 1
56125.0001.12052813.3
CITY OF CHUBBUCK, IDAHO
INFORMATION REPORTING AGREEMENT
Re: $__________ initial principal amount of City of Chubbuck,
Idaho, Annual Appropriation Certificates of Participation, Series
2019, dated November __, 2019 (the “Certificates”) authorized
pursuant to an Ordinance adopted on October 16, 2019 (the
“Ordinance”), by the City Council of the City of Chubbuck, Idaho
(hereinafter the “City” or the “Issuer”), approving certain
Financing Documents as described below and authorizing the
issuance and confirming the sale of the Certificates.
THIS INFORMATION REPORTING AGREEMENT (the “Agreement”) is executed and
delivered by the City, as the obligated person hereunder, and Zions Public Finance, Inc.
(hereinafter “Disclosure Agent”) as of the date set forth below in order for the City to authorize
and direct the Disclosure Agent, as the agent of the City, to make certain information available to
the public in compliance with Section (b)(5)(i) of Rule 15c2-12, as hereinafter defined.
WITNESSETH:
1. Background. The Issuer has resolved to authorize issuance of the Certificates pursuant
to the Ordinance, the Annual Appropriation Trust Indenture dated November __, 2019 (the
“Indenture”), among the Issuer, Zions Bancorporation, National Association (the “Bank”), and
Zions Bancorporation, National Association, as trustee, paying agent and registrar (the
“Trustee”), and the Annual Appropriation Lease Agreement dated November __, 2019, between
the Issuer, as lessee, and the Bank, as lessor (the “Appropriation Lease”). The Appropriation
Lease and the Indenture are herein collectively referred to as the “Financing Documents”). The
CUSIP number assigned to the final maturity of the Certificates is _________.
2. Appointment of Disclosure Agent. The Issuer hereby appoints the Disclosure Agent
and any successor Disclosure Agent acting as Trustee under the Indenture as its agent under this
Agreement to disseminate the financial information and notices furnished by the Issuer
hereunder in the manner and at the times as herein provided and to discharge the other duties
assigned with respect to the Certificates.
3. Information to be Furnished by the Issuer. The Issuer hereby covenants for the
benefit of the registered and beneficial holders of the Certificates that, as long as the Certificates
are outstanding under the Financing Documents, the Issuer will deliver the following information
to the Disclosure Agent:
INFORMATION REPORTING AGREEMENT - P. 2
56125.0001.12052813.3
a. Within 180 days after the end of the Issuer’s fiscal year, beginning with fiscal
year ended September 30, 2019, the audited financial statements of the Issuer prepared in
accordance with generally-accepted accounting principles, together with the report thereon of the
Issuer’s independent auditors. If audited financial statements are not available by the time
specified herein, unaudited financial statements will be provided and audited financial statements
will be provided when, and if, available. The Issuer shall include with each submission a written
representation addressed to the Disclosure Agent to the effect that the financial statements are the
financial statements required by this Agreement and that they comply with the applicable
requirements of this Agreement. For the purposes of determining whether information received
from the Issuer is the required financial statements, the Disclosure Agent shall be entitled
conclusively to rely on the Issuer’s written representation made pursuant to this Section.
b. Within 180 days after the end of the Issuer’s fiscal year, beginning with fiscal
year ended September 30, 2019, the other financial, statistical and operating data for said fiscal
year of the Issuer in the form and scope similar to the financial, statistical and operating data
contained in the Issuer’s Official Statement, specifically the tables and/or information contained
under the following tables and headings of the Official Statement:
Updated TABLE 3 entitled “DIRECT AND OVERLAPPING TAX RATES” – page __
Updated TABLE 4 entitled “PROPERTY VALUES” – page __
Updated TABLE 5 entitled “PROPERTY TAX COLLECTION” – page __
Updated TABLE 6 entitled “PRINCIPAL TAXPAYERS” – page __
Unless otherwise contained within the audited financial statements of the Issuer, updated
TABLE 7 entitled “CITY INDEBTEDNESS” – page __
Updated TABLE 8 entitled “STATEMENTS OF REVENUES, EXPENSES AND
CHANGES IN FUND BALANCE—GENERAL FUND” – page __
Updated TABLE 9 entitled “STATEMENTS OF REVENUES, EXPENSES AND CHANGES IN
NET POSITION—CONSOLIDATED WATER, SEWER AND SANITATION FUNDS” – page
__
Updated TABLE 10 entitled “STATEMENTS OF REVENUES, EXPENSES AND CHANGES
IN NET POSITION—HIGHWAY, STREETS AND ROADS FUND” – page __
Updated TABLE 11 entitled “BALANCE SHEET—GENERAL FUND” – page __
c. The Disclosure Agent shall provide notice to the Issuer of its requirement to
provide the information listed in Sections 3.a. and 3.b. at least thirty (30) days prior to the date
such information is to be provided to the Disclosure Agent b y the Issuer. Any or all of the items
listed above in Sections 3.a. or 3.b. may be incorporated by reference from other documents,
including official statements of debt issues of the Issuer which have been previously submitted to
the Repository or the SEC. If the document incorporated by reference is a final official
INFORMATION REPORTING AGREEMENT - P. 3
56125.0001.12052813.3
statement, it must be available from the MSRB. The Issuer shall clearly identify each such
document incorporated by reference. In the event Issuer is unable or fails to provide the required
annual financial information specified in Sections 3.a. and 3.b. above on or before the date
specified therein, Issuer shall timely submit to the Repository notice of such failure in the form
attached hereto as Exhibit A.
d. Within ten (10) business days after the occurrence of the event, notice of any of
the following events with respect to the Certificates:
(1) Principal and interest payment delinquencies;
(2) Nonpayment-related defaults, if material;
(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, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB) or other material notices or determinations with respect to the tax status of the
security, or other material events affecting the tax status of the security;
(7) Modifications to rights of security holders, if material;
(8) Certificate calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution or sale of property securing repayment of the
securities, if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership or similar event of the obligated
person;1
1 For the purposes of the event identified in paragraph (12) above, the event is considered to occur when any of the following occur: The
appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substant ially all of the
assets or business of the obligated person, or if such jurisdiction has been a ssumed by leaving the existing governing body and officials or
officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an ord er confirming a
plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially
all of the assets or business of the obligated person.
INFORMATION REPORTING AGREEMENT - P. 4
56125.0001.12052813.3
(13) The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the obligated person,
other than in the ordinary course of business, the entry into a definitive agreement to
undertake such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material;
(14) Appointment of a successor or additional trustee or the change of name of
a trustee, if material;
(15) Incurrence of a Financial Obligation of the obligated person, if material; or
agreement to covenants, events of default, remedies, priority rights, or other similar terms
of a Financial Obligation of the obligated person, any of which affect securities holders,
if material; and
(16) Default, event of acceleration, termination event, modification of terms or
other similar events under the terms of a Financial Obligation of the obligated person,
any of which reflect financial difficulties.
The Disclosure Agent shall promptly advise the Issuer whenever, in the course of
performing its duties under the Ordinance and applicable Financing Documents, the Disclosure
Agent identifies an occurrence which would require the Issuer to provide a notice of the
occurrence of any of the events listed in this Section 3.d. above; provided that the failure of the
Disclosure Agent so to advise the Issuer of such occurrence shall not constitute a breach by the
Disclosure Agent of any of its duties and responsibilities hereunder or under the applicable
Financing Documents and the Ordinance.
4. Manner and Time by Which Information is to be made Public by the Disclosure
Agent.
a. The information required to be delivered to the Disclosure Agent pursuant to
Sections 3.a. and 3.b. hereof shall be referred to as the Continuous Disclosure Information (the
“Continuous Disclosure Information”), and the notices required to be delivered to the Disclosure
Agent pursuant to Section 3.d. hereof shall be referred to as the Event Inf ormation (the “Event
Information”).
b. After the receipt of any Continuous Disclosure Information or any Event
Information, the Disclosure Agent will deliver the information as provided in the following
Section 4.c.
c. It shall be the Disclosure Agent’s duty
(1) to deliver the Continuous Disclosure Information to the Repository
once it is received from the Issuer not later than five (5) days after receipt thereof;
and
INFORMATION REPORTING AGREEMENT - P. 5
56125.0001.12052813.3
(2) to deliver the Event Information to the Repository immediately
upon receipt from the Issuer and, in any event, not more than two (2) business
days following receipt from the Issuer.
d. The Disclosure Agent shall have no duty or obligation to disclose to the
Repository any information other than (i) Continuous Disclosure Information that the Disclosure
Agent actually has received from the Issuer and (ii) Event Information about which the
Disclosure Agent has received written notice from the Issuer. Any such disclosures shall be
required to be made only as and when specified in this Agreement. The Disclosure Agent’s
duties and obligations are only those specifically set forth in this Agreement, and the Disclosure
Agent shall have no implied duties or obligations.
e. All Continuous Disclosure Information and Event Information, or other financial
information and notices pursuant to this undertaking are to be provided to the Repository in
electronic PDF format (word-searchable) as prescribed by the MSRB. All documents provided
to the MSRB pursuant to this undertaking must be accompanied by identifying information as
prescribed by the MSRB.
5. Indemnification.
a. The Disclosure Agent shall have no obligation to examine or review the
Continuous Disclosure Information or the Event Information and shall have no liability or
responsibility for the form of or the accurateness or completeness of the Continuous Disclosure
Information or the Event Information disseminated by the Disclosure Agent hereunder.
b. During the Lease Term (as defined in the Financing Documents) from funds
appropriated therefor, the Issuer hereby agrees to hold harmless and to indemnify the Disclosure
Agent, its employees, officers, directors, agents and attorneys from and against any and all
claims, damages, losses, liabilities, reasonable costs and expenses whatsoever (including
attorneys’ fees and expenses, whether incurred before trial, at trial, or on appeal, or in any
bankruptcy or arbitration proceedings), which may be incurred by the Disclosure Agent by
reason of or in connection with the disclosure of information in accordance with this Agreement,
except to the extent such claims, damages, losses, liabilities, costs or expenses result directly
from the willful or negligent conduct of the Disclosure Agent in the performance of its duties
under this Agreement.
6. Compensation. The Issuer hereby agrees to compensate the Disclosure Agent for the
services provided and the expenses incurred pursuant to this Agreement in an amount to be
agreed upon from time to time hereafter and appropriated therefor. Such compensation shall be
in addition to any fees previously agreed upon with respect to the fiduciary services of the
Disclosure Agent in its capacity as the Trustee.
7. Enforcement. The obligations of the Issuer under this Agreement shall be for the benefit
of the registered and beneficial holders of the Certificates. Any holder of the Certificates then
outstanding, including any Beneficial Owner (as defined in the Indenture) of the Certificates,
INFORMATION REPORTING AGREEMENT - P. 6
56125.0001.12052813.3
may enforce specific performance of such obligations by any judicial proceeding available.
However, any failure by the Issuer to perform in accordance with this Agreement shall not
constitute a default under the Financing Documents. Neither the Issuer nor the Disclosure Agent
shall have any power or duty to enforce this Agreement.
This Agreement shall inure solely to the benefit of the Issuer, the Disclosure Agent and
the holders and Beneficial Owners from time to time of the Certificates and shall create no rights
in any other person or entity.
8. Definitions. As used herein, the following terms shall have the following meanings:
“Financial Obligation” means a (a) debt obligation; (b) derivative instrument entered into
in connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (c) guarantee of (a) or (b); provided that “financial obligation” shall not include
municipal securities as to which a final official statement (as defined in Rule 15c2-12) has been
provided to the MSRB consistent with Rule 15c2-12.
“MSRB” shall mean the Municipal Securities Rulemaking Board.
“obligated person” as defined in Rule 15c2-12 shall mean any person, including an issuer
of municipal securities, who is either generally or through an enterprise, fund, or account of such
person committed by contract or other arrangement to support payment of all, or part of the
obligations on the municipal securities to be sold in the offering (other than providers of
municipal bond insurance, letters of credit, or other liquidity facilities).
“Official Statement” shall mean the final official statement relating to the Certificates
dated October _, 2019.
“Repository” shall mean MSRB through its Electronic Municipal Market Access system
(“EMMA”) at http://emma.msrb.org, or such other nationally recognized municipal securities
information repository recognized by the SEC from time to time pursuant to Rule 15c2-12.
“Rule 15c2-12” shall mean Rule 15c2-12, as amended, promulgated by the SEC under
the Securities Exchange Act of 1934, and as amended from time to time.
“SEC” shall mean the Securities and Exchange Commission.
9. Amendments and Termination. This Agreement may be amended with the mutual
agreement of the Issuer and the Disclosure Agent and without the consent of any re gistered or
Beneficial Owners of the Certificates under the following conditions:
a. the amendment is made in connection with a change in circumstances that arises
from a change in legal requirements, change in law, or change in the identity, nature, or status of
the obligated person or type of business conducted;
INFORMATION REPORTING AGREEMENT - P. 7
56125.0001.12052813.3
b. this Agreement, as amended, would have complied with the requirements of Rule
15c2-12 at the time of the primary offering, after taking into account any amendments or
interpretations of Rule 15c2-12, as well as any change in circumstances; and
c. the amendment does not materially impair the interests of holders of the
Certificates, as determined by parties unaffiliated with the Issuer (such as the Disclosure Agent
or nationally recognized bond counsel).
Any party to this Agreement may terminate this Agreement by giving written notice of an
intent to terminate to the other parties at least thirty (30) days prior to such termination, provided
that no such termination shall relieve the obligation of the Issuer to comply with Rule 15c2-
12(b)(5) either through a successor agent or otherwise.
The Issuer’s next annual report must explain, in narrative form, the reasons for any such
amendment or termination of the undertaking contained in this Agreement and the impact, as
applicable, of any change in the type of operating data or financial information being provided
or, in the case of accounting principles, the presentation of such operating data or financial
information.
The undertaking contained in this Agreement shall be in effect from and after the
issuance and delivery of the Certificates and shall extend to the earlier of (i) the date all principal
and interest on the Certificates shall have been paid pursuant to the terms of the Financing
Documents; (ii) upon an Event of Nonrenewal of the Appropriation Lease, at which time the
Issuer shall no longer constitute an “obligated person” within the meaning of Rule 15c2-12; or
(iii) the date on which those portions of Rule 15c2-12 that require this written undertaking (a) are
held to be invalid by a court of competent jurisdiction in a nonappealable action, (b) have been
repealed retroactively, or (c) in the opinion of counsel who is an expert in federal securities laws,
acceptable to the Issuer or the Disclosure Agent, otherwise, do not apply to the Certificates. The
Issuer shall notify the Repository if this Agreement is terminated pursuant to (iii), above.
10. Successor Disclosure Agent. Upon the transfer of the duties created under the Indenture
and applicable Financing Documents from the current Disclosure Agent to a successor
Disclosure Agent, such successor Disclosure Agent shall succeed to the duties under this
Agreement without any further action on the part of any party, and the then current Disclosure
Agent shall have no further duties or obligations upon the transfer to a successor Disclosure
Agent. Such Successor Disclosure Agent may terminate this Agreement or cause it to be
amended as provided in paragraph 9.
11. Additional Information. Nothing in this Agreement shall be deemed to prevent the
Issuer from disseminating (or cause the Disclosure Agent to disseminate) 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 Continuous Disclosu re Information or
notice of the occurrence of any Event Information, in addition to that which is required by this
Agreement. If the Issuer chooses to include any information in any Continuous Disclosure
Information or Event Information in addition to that which is specifically required by this
INFORMATION REPORTING AGREEMENT - P. 8
56125.0001.12052813.3
Agreement, the Issuer shall have no obligation under this Agreement to update such information
or include it in any future Continuous Disclosure Information or notice of occurrence of any
Event Information.
If the Issuer provides to the Disclosure Agent information relating to the Issuer or the
Certificates, which information is not designated as Event Information, and directs the
Disclosure Agent to provide such information to the Repository, the Disclosure Agent shall
provide such information in a timely manner to the Repository.
12. Notices. Notices and the required information under this Agreement shall be given to the
parties at their addresses set forth below under their signatures or at such places as the parties to
this Agreement may designate from time to time.
13. Counterparts. This Agreement may be executed in one or more counterparts, and each
such instrument shall constitute an original counterpart of this Agreement.
14. Governing Law. This Agreement shall be governed by the laws of the State of Idaho.
[The following page is the signature page.]
INFORMATION REPORTING AGREEMENT - P. 9
56125.0001.12052813.3
IN WITNESS WHEREOF, the Issuer and the Disclosure Agent have caused this
Agreement to be executed and delivered by a duly authorized officer of each of them, all as of
the ____ day of November, 2019.
ISSUER: CITY OF CHUBBUCK, IDAHO
By:
Mayor
Notice Address:
5160 Yellowstone Ave.
Chubbuck, ID 83202
Attn: City Treasurer/CFO
DISCLOSURE AGENT: ZIONS PUBLIC FINANCE, INC.
By:
Vice President
Notice Address:
800 West Main Street, Suite 700
Boise, ID 83702
Attn: Christian Anderson, VP
INFORMATION REPORTING AGREEMENT - P. 10
56125.0001.12052813.3
EXHIBIT A
NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer/
Obligated Person: City of Chubbuck, Idaho
Name of Issue Annual Appropriation Certificates of Participation, Series 2019
$_____________
Dated: ____________, 2019
Date of Issuance ___________, 2019
CUSIP Number: _____________
NOTICE IS HEREBY GIVEN that the Issuer/Obligated Person has not provided an
Annual Report with respect to the above-named Issue as required by the Information Reporting
Agreement (the “Disclosure Agreement”) between the Issuer and Zions Public Finance, Inc., as
Disclosure Agent, dated the date of issuance. The Issuer has notified the Disclosure Agent that it
anticipates that the Annual Report will be filed on or about ______________.
Dated: ________________
Zions Public Finance, Inc., as Disclosure Agent, on
behalf of the Issuer
By:________________________________
Title:______________________________
CITY OF CHUBBUCK Payment Approval Report - by GL Page: 1
Report dates: 10/3/2019-10/16/2019 Oct 16, 2019 09:16AM
Report Criteria:
Invoices with totals above $0 included.
Paid and unpaid invoices included.
GL Account and Title Segment Fund
Vendor Name Invoice Number Description Invoice Date Net Invoice Amount Amount Paid Date Paid
10-2122000 Sales Tax Liability GENERAL FUND
STATE OF IDAHO 091900001731 Sales tax collected 09/30/2019 737.67 737.67 10/16/2019
10-2122000 Sales Tax Liability GENERAL FUND
STATE OF IDAHO L0239199424 Sales tax collected 09/09/2019 37.57 37.57 10/16/2019
10-2235000 EMPLOYEES INSURANCE GENERAL FUND
UNUM LIFE INSURANCE 0910085-09/10 2019-2020 EMPLOYEE VOLUNTARY 09/10/2019 1,009.86 1,009.86 10/16/2019
10-32-21000 BUILDING PERMITS GENERAL FUND
CITY OF POCATELLO AUG19PLANR '19 Aug. Plan Review & Inspections 09/24/2019 2,058.43 2,058.43 10/16/2019
10-32-21000 BUILDING PERMITS GENERAL FUND
CITY OF POCATELLO SEP19PLANR '19 Sept. Plan Review & Inspections 10/03/2019 14,263.28 14,263.28 10/16/2019
31-2323000 WW CUSTOMER WATER WATER UTILITY
AXIOM PROPERTY MANA 332STUART D 332 STUART DEPOSIT REFUND 09/26/2019 41.02 41.02 10/16/2019
31-2323000 WW CUSTOMER WATER WATER UTILITY
CLEARWATER CUSTOM 785MCKAYDE 785 MCKAY ST DEPOSIT REFUND 10/02/2019 88.96 88.96 10/16/2019
31-2323000 WW CUSTOMER WATER WATER UTILITY
ELLIS CONSTRUCTION LI 1010PINEWO 1010 PINEWOOD DEPOSIT REFUN 10/03/2019 4.93 4.93 10/16/2019
31-2323000 WW CUSTOMER WATER WATER UTILITY
GATE CITY BUILDERS 4667PAHSIME 4667 PAHSIMEROI DEPOSIT REFU 09/30/2019 3.40 3.40 10/16/2019
31-2323000 WW CUSTOMER WATER WATER UTILITY
KEVIN HALVERSON 148ADAMDEP 148 ADAMS DEPOSIT REFUND 09/30/2019 47.58 47.58 10/16/2019
31-2323000 WW CUSTOMER WATER WATER UTILITY
LIFESTYLE HOMES INC 765MCKAYDE 765 MCKAY ST DEPOSIT REFUND 09/27/2019 69.49 69.49 10/16/2019
31-2323000 WW CUSTOMER WATER WATER UTILITY
RICK OLSON 121EVANSDE 121 EVANS LN DEPOSIT REFUND 10/01/2019 93.27 93.27 10/16/2019
31-2323000 WW CUSTOMER WATER WATER UTILITY
ROCKWELL DEVELOPME 5113JAKEDEP 5113 JAKE AVE DEPOSIT REFUND 09/26/2019 59.75 59.75 10/16/2019
31-34-62000 WW WATER SALES WATER UTILITY
ROCKWELL DEVELOPME 5112HUNTER 5112 HUNTER AVE OVERPAYMENT 10/02/2019 97.82 97.82 10/16/2019
31-34-62000 WW WATER SALES WATER UTILITY
ROCKWELL DEVELOPME 5123JAKEOVR 5123 JAKE AVE OVERPAYMENT RE 10/02/2019 281.15 281.15 10/16/2019
31-34-62000 WW WATER SALES WATER UTILITY
ROCKWELL DEVELOPME 5133JAKEOVR 5133 JAKE OVERPAYMENT REFUN 10/02/2019 80.50 80.50 10/16/2019
31-34-62000 WW WATER SALES WATER UTILITY
THOMAS NELSON HOME 4893HIRAMOV 4893 HIRAM AVE OVERPAYMENT R 10/02/2019 80.50 80.50 10/16/2019
36-2131000 SW TREATMENT ACCTS SW POC TREATMENT CA
CITY OF POCATELLO 223981 '19 Sept. Swr Trtmnt Cap Fee-New Co 10/03/2019 17,460.00 17,460.00 10/16/2019
Total :36,515.18 36,515.18
27-4001-700 Benefit Medical Expense EMPLOYEE BENEFIT PLA
CITY OF CHUBBUCK 223977 One time Fund Balance Contribution 10/07/2019 200,000.00 200,000.00 10/16/2019
27-4001-700 Benefit Medical Expense EMPLOYEE BENEFIT PLA
CITY OF CHUBBUCK 223980 Heath Care Contribution Adjustment 10/08/2019 8,804.32 8,804.32 10/16/2019
Total :208,804.32 208,804.32
LEGISLATIVE
10-4111-250 LG HEALTH INSURANCE GENERAL FUND
BUSINESS PSYCHOLOG 0004276IN 2019-2020 BPA HEALTH 10/01/2019 7.40 7.40 10/16/2019
10-4111-250 LG HEALTH INSURANCE GENERAL FUND
DELTA DENTAL OF IDAH 101911880000 2019-2020 EMPLOYEE DENTAL INS 10/10/2019 205.94 205.94 10/16/2019
CITY OF CHUBBUCK Payment Approval Report - by GL Page: 2
Report dates: 10/3/2019-10/16/2019 Oct 16, 2019 09:16AM
GL Account and Title Segment Fund
Vendor Name Invoice Number Description Invoice Date Net Invoice Amount Amount Paid Date Paid
10-4111-250 LG HEALTH INSURANCE GENERAL FUND
SEMONS FINANCIAL 101912139535 2020 VSP EMPLOYEE VISION INSU 10/01/2019 63.52 63.52 10/16/2019
Total LEGISLATIVE:276.86 276.86
EXECUTIVE
10-4131-250 EX MEDICAL INS.GENERAL FUND
BUSINESS PSYCHOLOG 0004276IN 2019-2020 BPA HEALTH 10/01/2019 1.85 1.85 10/16/2019
10-4131-250 EX MEDICAL INS.GENERAL FUND
DELTA DENTAL OF IDAH 101911880000 2019-2020 EMPLOYEE DENTAL INS 10/10/2019 41.41 41.41 10/16/2019
10-4131-250 EX MEDICAL INS.GENERAL FUND
SEMONS FINANCIAL 101912139535 2020 VSP EMPLOYEE VISION INSU 10/01/2019 15.88 15.88 10/16/2019
10-4132-370 EX TRAVEL, MEETINGS GENERAL FUND
VERIZON WIRELESS SE 9838763247 Verizon Wireless - Mayor 09/23/2019 82.81 82.81 10/16/2019
10-4132-371 EX Crossing Gaurds GENERAL FUND
CITY OF POCATELLO 73922 FY'19-20 School Crossing Guard 09/30/2019 260.00 260.00 10/16/2019
Total EXECUTIVE:401.95 401.95
FINANCIAL
10-4151-250 FIN HEALTH INSURANCE GENERAL FUND
BUSINESS PSYCHOLOG 0004276IN 2019-2020 BPA HEALTH 10/01/2019 12.95 12.95 10/16/2019
10-4151-250 FIN HEALTH INSURANCE GENERAL FUND
DELTA DENTAL OF IDAH 101911880000 2019-2020 EMPLOYEE DENTAL INS 10/10/2019 307.42 307.42 10/16/2019
10-4151-250 FIN HEALTH INSURANCE GENERAL FUND
SEMONS FINANCIAL 101912139535 2020 VSP EMPLOYEE VISION INSU 10/01/2019 111.16 111.16 10/16/2019
10-4151-340 FN OFFICE EQUIP & MAI GENERAL FUND
GREATAMERICA FINANC 25643225 2019-2020 025-1280214-000 SHARP 09/30/2019 155.00 155.00 10/16/2019
10-4152-310 FN OFFICE SUPPLIES & GENERAL FUND
PORTERS SUPPLY & DIS 7401420 Finance dept. supply order 10/09/2019 15.22 15.22 10/16/2019
10-4152-310 FN OFFICE SUPPLIES & GENERAL FUND
VERIZON WIRELESS SE 9838763247 Verizon Wireless - Rich/Joey 09/23/2019 87.81 87.81 10/16/2019
Total FINANCIAL:689.56 689.56
LEGAL
10-4160-440 LL PUB., RECORDNG, ET GENERAL FUND
IDAHO STATE JOURNAL 1182334 FY'19-20 Legal Notices 09/23/2019 78.23 78.23 10/16/2019
10-4160-440 LL PUB., RECORDNG, ET GENERAL FUND
IDAHO STATE JOURNAL 1183889 FY'19-20 Legal Notices 10/04/2019 181.77 181.77 10/16/2019
10-4160-440 LL PUB., RECORDNG, ET GENERAL FUND
IDAHO STATE JOURNAL 1947609 FY'19-20 Legal Notices 09/20/2019 234.00 234.00 10/16/2019
Total LEGAL:494.00 494.00
LAW ENFORCEMENT
10-4211-250 LE MEDICAL INSURANC GENERAL FUND
BUSINESS PSYCHOLOG 0004276IN 2019-2020 BPA HEALTH 10/01/2019 70.30 70.30 10/16/2019
10-4211-250 LE MEDICAL INSURANC GENERAL FUND
DELTA DENTAL OF IDAH 101911880000 2019-2020 EMPLOYEE DENTAL INS 10/10/2019 1,301.50 1,301.50 10/16/2019
10-4211-250 LE MEDICAL INSURANC GENERAL FUND
SEMONS FINANCIAL 101912139535 2020 VSP EMPLOYEE VISION INSU 10/01/2019 571.68 571.68 10/16/2019
10-4211-250 LE MEDICAL INSURANC GENERAL FUND
UNUM LIFE INSURANCE 0910085-09/10 2019-2020 EMPLOYEE VOLUNTARY 09/10/2019 198.33 198.33 10/16/2019
10-4215-310 LE OFFICE SUPPLIES GENERAL FUND
PORTERS SUPPLY & DIS 7401790 Office Supplies- Running PO for 19/20 10/09/2019 139.95 139.95 10/16/2019
CITY OF CHUBBUCK Payment Approval Report - by GL Page: 3
Report dates: 10/3/2019-10/16/2019 Oct 16, 2019 09:16AM
GL Account and Title Segment Fund
Vendor Name Invoice Number Description Invoice Date Net Invoice Amount Amount Paid Date Paid
10-4215-311 LE FORMS, CITATION GENERAL FUND
GATEWAY PRINTERS IN 36348 Forms, Citations- Running PO for 19/2 09/23/2019 174.00 174.00 10/16/2019
10-4215-311 LE FORMS, CITATION GENERAL FUND
GATEWAY PRINTERS IN 36396 Forms, Citations- Running PO for 19/2 10/07/2019 264.00 264.00 10/16/2019
10-4215-315 LE PAPER; COPY ETC GENERAL FUND
MOWER OFFICE SYSTE 86422 Printer Cartridges- Running PO for 19/10/01/2019 245.97 245.97 10/16/2019
10-4215-316 LE MISC DUES, FEES, S GENERAL FUND
BRIGHT TOMORROWS IN 9344 annual investigation facility use expen 09/24/2019 1,250.00 1,250.00 10/16/2019
10-4215-316 LE MISC DUES, FEES, S GENERAL FUND
EXPERIAN INFORMATIO CD200603019 Subscription- Running PO for 19/20 09/27/2019 27.00 27.00 10/16/2019
10-4215-316 LE MISC DUES, FEES, S GENERAL FUND
NIELD INC 2019NOTARY notary bond for Elizabeth 09/26/2019 60.00 60.00 10/16/2019
10-4215-334 LE PATROL EQUIP REPA GENERAL FUND
MOTOROLA SOLUTIONS 41274211 APX6000 700/800 portable radio 09/20/2019 4,756.95 4,756.95 10/16/2019
10-4215-334 LE PATROL EQUIP REPA GENERAL FUND
PREMIER VEHICLE INST 30924 MPH Bee III rear antenna cable 20'08/28/2019 83.40 83.40 10/16/2019
10-4215-334 LE PATROL EQUIP REPA GENERAL FUND
PREMIER VEHICLE INST 31259 tactical seat cover for 2017 Ford 10/07/2019 214.97 214.97 10/16/2019
10-4215-334 LE PATROL EQUIP REPA GENERAL FUND
PREMIER VEHICLE INST 31259 D&R PA mic 10/07/2019 55.00 55.00 10/16/2019
10-4215-334 LE PATROL EQUIP REPA GENERAL FUND
PREMIER VEHICLE INST 31259 Install radar cables- MPH radar & PI U 10/07/2019 160.00 160.00 10/16/2019
10-4215-335 LE DETECTIVE GENERAL FUND
LEXISNEXIS RISK DATA 162556120190 Accurint for Law Enforcement- Runnin 09/30/2019 150.00 150.00 10/16/2019
10-4215-336 LE EVIDENCE SUPPLIES GENERAL FUND
EVIDENT INC 149969A NIK B kits (5)10/02/2019 114.15 114.15 10/16/2019
10-4215-340 LE OFFICE EQUIP REPAI GENERAL FUND
GREATAMERICA FINANC 25643226 Lease for Copy Machine- Running PO 09/30/2019 126.00 126.00 10/16/2019
10-4215-372 LE TRAINING PER DIEM GENERAL FUND
ARRON BINGHAM 223943 per diem for training 09/30-10/03/19 in 09/27/2019 121.00 121.00 10/16/2019
10-4215-372 LE TRAINING PER DIEM GENERAL FUND
JODE STEPHENSON 223944 per diem for training 11/04/19 in Idaho 09/27/2019 17.15 17.15 10/16/2019
10-4215-372 LE TRAINING PER DIEM GENERAL FUND
KODI JONES 223941 per diem for training 10/28-31/19 in Bo 09/18/2019 98.00 98.00 10/16/2019
10-4215-372 LE TRAINING PER DIEM GENERAL FUND
LYNNETTE SMITH 223940 per diem for training 10/28-31/19 in Bo 09/18/2019 124.95 124.95 10/16/2019
10-4215-420 LE LEGAL GENERAL FUND
RACINE OLSON NYE BU SEP22-OCT21,Legal- Running PO for 19/20 10/01/2019 7,000.00 7,000.00 10/16/2019
10-4215-602 LE MISC GENERAL FUND
STATE OF IDAHO BCI0031-09/25 Fingerprints- Running PO for 19/20 09/25/2019 299.25 299.25 10/16/2019
10-4215-602 LE MISC GENERAL FUND
TREASURE VALLEY COF 216100507443 Coffee/ Water- Running PO for 19/20 10/08/2019 5.14 5.14 10/16/2019
10-4215-602 LE MISC GENERAL FUND
TREASURE VALLEY COF 216100513185 FY'19-20 Breakroom Coffee & Supplie 10/08/2019 94.81 94.81 10/16/2019
10-4215-602 LE MISC GENERAL FUND
TREASURE VALLEY COF 216100516425 Coffee/ Water- Running PO for 19/20 10/07/2019 39.90 39.90 10/16/2019
10-4215-650 LE ANIMAL SHELTER OP GENERAL FUND
BANNOCK COUNTY ANIMAL02010 Animal Control- Running PO for 19/20 09/30/2019 5.00 5.00 10/16/2019
10-4215-650 LE ANIMAL SHELTER OP GENERAL FUND
BANNOCK COUNTY ANIMAL02010 Animal Control- Running PO for 19/20 10/08/2019 5.00 5.00 10/16/2019
10-4215-650 LE ANIMAL SHELTER OP GENERAL FUND
WALTER ROWNTREE 145409 Animal Control- Running PO for 19/20 09/11/2019 58.32 58.32 10/16/2019
10-4215-650 LE ANIMAL SHELTER OP GENERAL FUND
WALTER ROWNTREE 145877 Animal Control- Running PO for 19/20 09/25/2019 55.54 55.54 10/16/2019
10-4215-650 LE ANIMAL SHELTER OP GENERAL FUND
WALTER ROWNTREE 146173 Animal Control- Running PO for 19/20 10/04/2019 134.21 134.21 10/16/2019
CITY OF CHUBBUCK Payment Approval Report - by GL Page: 4
Report dates: 10/3/2019-10/16/2019 Oct 16, 2019 09:16AM
GL Account and Title Segment Fund
Vendor Name Invoice Number Description Invoice Date Net Invoice Amount Amount Paid Date Paid
10-4215-761 LE CLOTHING ALLOWAN GENERAL FUND
SKAGGS COMPANIES IN 3190979RI UnderArmour shirts for patrol (1)09/27/2019 32.00 32.00 10/16/2019
10-4215-761 LE CLOTHING ALLOWAN GENERAL FUND
SKAGGS COMPANIES IN 3191252RI duty gloves for Kjos 09/27/2019 2.00-2.00-10/16/2019
10-4215-762 LE Clothing Allowance No GENERAL FUND
ARRON BINGHAM 223945 reimbursement for duty pants (2)10/08/2019 80.00 80.00 10/16/2019
Total LAW ENFORCEMENT:18,131.47 18,131.47
LAW ENFORCEMENT
10-4222-510 LE TELEPHONE/ REPAIR GENERAL FUND
GREENFLY NETWORKS INV247290 Telephone- Running PO for 19/20 10/01/2019 362.48 362.48 10/16/2019
10-4222-510 LE TELEPHONE/ REPAIR GENERAL FUND
QWEST COMMUNICATIO 1476992601 Telephone- Running PO for 19/20 09/19/2019 27.10 27.10 10/16/2019
10-4222-510 LE TELEPHONE/ REPAIR GENERAL FUND
VERIZON WIRELESS SE 9838763247 Verizon Wireless - Police 09/23/2019 29.27 29.27 10/16/2019
10-4222-510 LE TELEPHONE/ REPAIR GENERAL FUND
VERIZON WIRELESS SE 9839150240 Cell Phones- Running PO for 19/20 10/01/2019 1,786.78 1,786.78 10/16/2019
10-4222-630 LE RADIO/REPAIR GENERAL FUND
IDAHO COMMUNICATION 5806 Radio/Repair- Running PO for 19/20 09/26/2019 75.00 75.00 10/16/2019
10-4229-600 LE BUILDING MAINT/ FU GENERAL FUND
CHARRON AIR CONDITIO 8813 FY'19-20 HVAC Preventative Mainten 09/27/2019 1,139.48 1,139.48 10/16/2019
10-4229-610 LE VEHICLE REPAIR GENERAL FUND
DYNA PARTS INC 500003224987 Vehicle Repair- Running PO for 19/20 09/26/2019 19.37 19.37 10/16/2019
10-4229-610 LE VEHICLE REPAIR GENERAL FUND
DYNA PARTS INC 500003224987 Vehicle Repair- Running PO for 19/20 10/01/2019 72.04 72.04 10/16/2019
10-4229-610 LE VEHICLE REPAIR GENERAL FUND
DYNA PARTS INC 500003224988 Vehicle Repair- Running PO for 19/20 10/07/2019 61.75 61.75 10/16/2019
10-4229-610 LE VEHICLE REPAIR GENERAL FUND
DYNA PARTS INC 500003224988 Vehicle Repair- Running PO for 19/20 10/09/2019 98.84-98.84-10/16/2019
10-4229-610 LE VEHICLE REPAIR GENERAL FUND
THRESHOLD AUTOMOTI 12117 Vehicle Car Washes- Running PO for 09/30/2019 45.50 45.50 10/16/2019
Total LAW ENFORCEMENT:3,519.93 3,519.93
FIRE CONTROL & PREVENTION
10-4231-250 FC HEALTH INSURANCE GENERAL FUND
BUSINESS PSYCHOLOG 0004276IN 2019-2020 BPA HEALTH 10/01/2019 57.35 57.35 10/16/2019
10-4231-250 FC HEALTH INSURANCE GENERAL FUND
DELTA DENTAL OF IDAH 101911880000 2019-2020 EMPLOYEE DENTAL INS 10/10/2019 568.81 568.81 10/16/2019
10-4231-250 FC HEALTH INSURANCE GENERAL FUND
SEMONS FINANCIAL 101912139535 2020 VSP EMPLOYEE VISION INSU 10/01/2019 190.56 190.56 10/16/2019
10-4231-250 FC HEALTH INSURANCE GENERAL FUND
UNUM LIFE INSURANCE 0910085-09/10 2019-2020 EMPLOYEE VOLUNTARY 09/10/2019 69.41 69.41 10/16/2019
10-4231-310 FC OFFICE SUPPLIES GENERAL FUND
GREATAMERICA FINANC 25643227 Sharp Copy Machine Lease 09/30/2019 178.80 178.80 10/16/2019
10-4231-310 FC OFFICE SUPPLIES GENERAL FUND
MY OFFICE ETC INC 2581200 Fire Dept. Office Supplies 10/02/2019 81.58 81.58 10/16/2019
10-4235-510 FC TELEPHONE GENERAL FUND
GREENFLY NETWORKS INV247236 Fire Dept. Telephone /Fax 10/01/2019 300.91 300.91 10/16/2019
10-4235-510 FC TELEPHONE GENERAL FUND
VERIZON WIRELESS SE 9838763247 Verizon Wireless - Fire 09/23/2019 192.11 192.11 10/16/2019
10-4236-379 FC MISC SUPPLIES GENERAL FUND
HOME DEPOT 2026345 Fire Station Supplies 10/08/2019 79.50 79.50 10/16/2019
10-4236-761 FC UNIFORMS GENERAL FUND
SKAGGS COMPANIES IN 3191404RI Uniform EMT/Station Pants 09/30/2019 324.50 324.50 10/16/2019
CITY OF CHUBBUCK Payment Approval Report - by GL Page: 5
Report dates: 10/3/2019-10/16/2019 Oct 16, 2019 09:16AM
GL Account and Title Segment Fund
Vendor Name Invoice Number Description Invoice Date Net Invoice Amount Amount Paid Date Paid
10-4236-761 FC UNIFORMS GENERAL FUND
WITMER PUBLIC SAFETY E1881426 Fire Uniforms 10/02/2019 121.97 121.97 10/16/2019
10-4237-611 FC VEHICLE MAINTENAN GENERAL FUND
COMMERCIAL TIRE 279349 #306 Fire Truck Tire 10/02/2019 433.43 433.43 10/16/2019
10-4237-611 FC VEHICLE MAINTENAN GENERAL FUND
DYNA PARTS INC 500003224988 Fire Vehicle Maintenance 10/07/2019 48.78 48.78 10/16/2019
10-4237-611 FC VEHICLE MAINTENAN GENERAL FUND
NORCO INC 27422311 #305 Battery Cable 09/18/2019 61.50 61.50 10/16/2019
Total FIRE CONTROL & PREVENTION:2,709.21 2,709.21
BUILDING INSP & OTHER INSP
10-4240-250 BI HEALTH INSURANCE GENERAL FUND
BUSINESS PSYCHOLOG 0004276IN 2019-2020 BPA HEALTH 10/01/2019 7.40 7.40 10/16/2019
10-4240-250 BI HEALTH INSURANCE GENERAL FUND
DELTA DENTAL OF IDAH 101911880000 2019-2020 EMPLOYEE DENTAL INS 10/10/2019 257.42 257.42 10/16/2019
10-4240-250 BI HEALTH INSURANCE GENERAL FUND
SEMONS FINANCIAL 101912139535 2020 VSP EMPLOYEE VISION INSU 10/01/2019 79.40 79.40 10/16/2019
10-4240-510 BI TELEPHONE GENERAL FUND
VERIZON WIRELESS SE 9838763247 Verizon Wireless - Building 09/23/2019 85.60 85.60 10/16/2019
Total BUILDING INSP & OTHER INSP:429.82 429.82
11-4311-250 HSR Employee Medical In HIGHWAY, STREETS, AN
BUSINESS PSYCHOLOG 0004276IN 2019-2020 BPA HEALTH 10/01/2019 11.10 11.10 10/16/2019
11-4311-250 HSR Employee Medical In HIGHWAY, STREETS, AN
DELTA DENTAL OF IDAH 101911880000 2019-2020 EMPLOYEE DENTAL INS 10/10/2019 76.48 76.48 10/16/2019
11-4311-250 HSR Employee Medical In HIGHWAY, STREETS, AN
SEMONS FINANCIAL 101912139535 2020 VSP EMPLOYEE VISION INSU 10/01/2019 59.55 59.55 10/16/2019
11-4311-250 HSR Employee Medical In HIGHWAY, STREETS, AN
UNUM LIFE INSURANCE 0910085-09/10 2019-2020 EMPLOYEE VOLUNTARY 09/10/2019 70.80 70.80 10/16/2019
11-4311-330 HSR Employee Recognitio HIGHWAY, STREETS, AN
POOLE SOFT WATER & C11038 FY'19-20 Water & Cooler Rental 08/30/2019 10.00 10.00 10/16/2019
11-4311-330 HSR Employee Recognitio HIGHWAY, STREETS, AN
TREASURE VALLEY COF 216100513185 FY'19-20 Breakroom Coffee & Supplie 10/08/2019 23.70 23.70 10/16/2019
11-4311-340 HSR Office Equipment & HIGHWAY, STREETS, AN
GREATAMERICA FINANC 25643224 PW Sharp Coper Agrmnt-025-128213-09/30/2019 44.70 44.70 10/16/2019
11-4311-340 HSR Office Equipment & HIGHWAY, STREETS, AN
MOWER OFFICE SYSTE 86479 Annual purchase of remanufactured pr 09/30/2019 23.74 23.74 10/16/2019
11-4311-510 HSR Telephone HIGHWAY, STREETS, AN
GREENFLY NETWORKS INV247290 Telephone- Running PO for 19/20 10/01/2019 106.39 106.39 10/16/2019
11-4311-510 HSR Telephone HIGHWAY, STREETS, AN
VERIZON WIRELESS SE 9838763247 Verizon Wireless - Highway, Streets, 09/23/2019 617.99 617.99 10/16/2019
11-4311-520 HSR Electrical HIGHWAY, STREETS, AN
ALSCO INC LBLA2011597 Shop coveralls monthly cleaning 10/02/2019 107.83 107.83 10/16/2019
11-4311-610 HSR Building Maint Op R HIGHWAY, STREETS, AN
CHARRON AIR CONDITIO 8813 FY'19-20 HVAC Preventative Mainten 09/27/2019 284.88 284.88 10/16/2019
11-4319-610 HSR Equipment & Repairs HIGHWAY, STREETS, AN
DYNA PARTS INC 500003224987 FY 2020 Auto Parts 10/02/2019 5.79 5.79 10/16/2019
11-4319-610 HSR Equipment & Repairs HIGHWAY, STREETS, AN
FLEETPRIDE INC 36832492 #239 Equipment trailer dropleg jack 10/01/2019 186.33 186.33 10/16/2019
11-4319-610 HSR Equipment & Repairs HIGHWAY, STREETS, AN
PARTNER STEEL CO INC 93193 #190 sander bed lifting plate 09/26/2019 473.92 473.92 10/16/2019
11-4319-610 HSR Equipment & Repairs HIGHWAY, STREETS, AN
PARTNER STEEL CO INC 93278 #239 equipment trailer drop leg jack m 10/01/2019 18.04 18.04 10/16/2019
CITY OF CHUBBUCK Payment Approval Report - by GL Page: 6
Report dates: 10/3/2019-10/16/2019 Oct 16, 2019 09:16AM
GL Account and Title Segment Fund
Vendor Name Invoice Number Description Invoice Date Net Invoice Amount Amount Paid Date Paid
11-4319-610 HSR Equipment & Repairs HIGHWAY, STREETS, AN
PARTNER STEEL CO INC 93284 #239 equipment trailer drop leg jack m 10/01/2019 13.02 13.02 10/16/2019
11-4319-610 HSR Equipment & Repairs HIGHWAY, STREETS, AN
WESTERN STATES EQUI IN001103081 #166 Bucket pin retaining clip 09/27/2019 14.24 14.24 10/16/2019
11-4319-611 HSR Vehicle Maint & Oper HIGHWAY, STREETS, AN
A-1 ENGINE & RADIATOR 1816397 #192 Heater core 09/13/2019 107.54 107.54 10/16/2019
11-4319-611 HSR Vehicle Maint & Oper HIGHWAY, STREETS, AN
COMMERCIAL TIRE 279339 #161 Flat repair/new valve stem 10/02/2019 43.95 43.95 10/16/2019
11-4319-611 HSR Vehicle Maint & Oper HIGHWAY, STREETS, AN
DYNA PARTS INC 500003224988 FY 2020 Auto Parts 10/03/2019 11.58 11.58 10/16/2019
11-4319-611 HSR Vehicle Maint & Oper HIGHWAY, STREETS, AN
FLEETPRIDE INC 36438891 #161 Park brake can, air line couplers 09/25/2019 115.19 115.19 10/16/2019
11-4319-611 HSR Vehicle Maint & Oper HIGHWAY, STREETS, AN
PETERBILT OF UTAH INC 520517 #161 Fuel tank fuel caps 10/01/2019 195.50 195.50 10/16/2019
11-4319-611 HSR Vehicle Maint & Oper HIGHWAY, STREETS, AN
SCHOWS INC 1502221615 #173 King pin kit, steering knuckle ass 08/30/2019 584.76 584.76 10/16/2019
11-4319-801 HSR Siphon Road Constru HIGHWAY, STREETS, AN
ALL AMERICAN YARDS I NORTHGATE1 Northgate Prkwy Landscape Impr.-Ap 10/09/2019 114,311.89 114,311.89 10/16/2019
11-4319-801 HSR Siphon Road Constru HIGHWAY, STREETS, AN
WILLIAM S JACKSON 100919 Northgate Prkwy- Landscape & Irrigati 10/09/2019 5,000.00 5,000.00 10/16/2019
11-4319-820 HSR City Hall Construction HIGHWAY, STREETS, AN
AMERITITLE 223956 4699 Burley Dr.-Property Purchase 10/15/2019 51,183.76 51,183.76 10/16/2019
11-4319-820 HSR City Hall Construction HIGHWAY, STREETS, AN
DIOPTRA LLC 2478 Legal Descriptions-Police Station & A 10/02/2019 120.00 120.00 10/16/2019
Total :173,822.67 173,822.67
ENGINEERING
10-4320-250 EN HEALTH INSURANCE GENERAL FUND
BUSINESS PSYCHOLOG 0004276IN 2019-2020 BPA HEALTH 10/01/2019 9.25 9.25 10/16/2019
10-4320-250 EN HEALTH INSURANCE GENERAL FUND
DELTA DENTAL OF IDAH 101911880000 2019-2020 EMPLOYEE DENTAL INS 10/10/2019 228.63 228.63 10/16/2019
10-4320-250 EN HEALTH INSURANCE GENERAL FUND
SEMONS FINANCIAL 101912139535 2020 VSP EMPLOYEE VISION INSU 10/01/2019 79.40 79.40 10/16/2019
10-4320-611 EN EQUIP/VEH M&O GENERAL FUND
DYNA PARTS INC 500003224981 FY 2020 Auto Parts 08/14/2019 22.58 22.58 10/16/2019
Total ENGINEERING:339.86 339.86
SN DEPARTMENT
33-4331-250 SN EMPLOYER MEDICAL SN UTILITY
BUSINESS PSYCHOLOG 0004276IN 2019-2020 BPA HEALTH 10/01/2019 12.95 12.95 10/16/2019
33-4331-250 SN EMPLOYER MEDICAL SN UTILITY
DELTA DENTAL OF IDAH 101911880000 2019-2020 EMPLOYEE DENTAL INS 10/10/2019 238.13 238.13 10/16/2019
33-4331-250 SN EMPLOYER MEDICAL SN UTILITY
SEMONS FINANCIAL 101912139535 2020 VSP EMPLOYEE VISION INSU 10/01/2019 123.07 123.07 10/16/2019
33-4331-250 SN EMPLOYER MEDICAL SN UTILITY
UNUM LIFE INSURANCE 0910085-09/10 2019-2020 EMPLOYEE VOLUNTARY 09/10/2019 19.83 19.83 10/16/2019
33-4331-310 SN OFFICE SUPPLIES & SN UTILITY
PORTERS SUPPLY & DIS 7355560 Annual office supplies 08/16/2019 66.68 66.68 10/16/2019
33-4331-310 SN OFFICE SUPPLIES & SN UTILITY
PORTERS SUPPLY & DIS 7355562 Annual office supplies 08/29/2019 1.09 1.09 10/16/2019
33-4331-310 SN OFFICE SUPPLIES & SN UTILITY
PORTERS SUPPLY & DIS 7403580 Annual office supplies 10/10/2019 70.43 70.43 10/16/2019
33-4331-315 billing Expense SN UTILITY
VALLI INFORMATION SY 55184 Annual billing & delinquent notice stat 09/30/2019 867.13 867.13 10/16/2019
CITY OF CHUBBUCK Payment Approval Report - by GL Page: 7
Report dates: 10/3/2019-10/16/2019 Oct 16, 2019 09:16AM
GL Account and Title Segment Fund
Vendor Name Invoice Number Description Invoice Date Net Invoice Amount Amount Paid Date Paid
33-4331-330 SN EMPLOYEE RECOGN SN UTILITY
TREASURE VALLEY COF 216100513185 FY'19-20 Breakroom Coffee & Supplie 10/08/2019 23.70 23.70 10/16/2019
33-4331-340 SN OFFICE EQUIP & MAI SN UTILITY
GREATAMERICA FINANC 25643224 PW Sharp Coper Agrmnt-025-128213-09/30/2019 44.70 44.70 10/16/2019
33-4331-340 SN OFFICE EQUIP & MAI SN UTILITY
MOWER OFFICE SYSTE 86479 Annual purchase of remanufactured pr 09/30/2019 23.74 23.74 10/16/2019
33-4331-510 SN TELEPHONE SN UTILITY
GREENFLY NETWORKS INV247290 Telephone- Running PO for 19/20 10/01/2019 106.39 106.39 10/16/2019
33-4331-510 SN TELEPHONE SN UTILITY
VERIZON WIRELESS SE 9838763247 Verizon Wireless - Sanitation 09/23/2019 617.99 617.99 10/16/2019
33-4331-520 SN ELECTRICAL SN UTILITY
ALSCO INC LBLA2013670 Shop coveralls monthly cleaning 10/09/2019 107.83 107.83 10/16/2019
33-4331-610 SN BLDG. MAINT/OPERA SN UTILITY
CHARRON AIR CONDITIO 8813 FY'19-20 HVAC Preventative Mainten 09/27/2019 284.88 284.88 10/16/2019
33-4332-274 SN LANDFILL SN UTILITY
BANNOCK COUNTY 0919122 '19 Sept. Landfill Charges 09/30/2019 24,891.71 24,891.71 10/16/2019
33-4332-276 SN RECYCLE/COMPOSE/SN UTILITY
FUTURE ENTERPRISES SEP19 Recycle Charges-September2019 10/03/2019 2,836.00 2,836.00 10/16/2019
33-4338-611 SN VEHICLE M & O SN UTILITY
DYNA PARTS INC 500003224987 FY 2020 Auto Parts 10/01/2019 63.57 63.57 10/16/2019
33-4338-611 SN VEHICLE M & O SN UTILITY
DYNA PARTS INC 500003224987 FY 2020 Auto Parts 10/01/2019 53.99 53.99 10/16/2019
33-4338-611 SN VEHICLE M & O SN UTILITY
DYNA PARTS INC 500003224988 FY 2020 Auto Parts 10/08/2019 9.29 9.29 10/16/2019
33-4338-611 SN VEHICLE M & O SN UTILITY
DYNA PARTS INC 500003224988 FY 2020 Auto Parts 10/08/2019 18.58 18.58 10/16/2019
33-4338-611 SN VEHICLE M & O SN UTILITY
FLEETPRIDE INC 36104649 #175 Driver/passenger door stop brac 09/20/2019 14.04 14.04 10/16/2019
33-4338-611 SN VEHICLE M & O SN UTILITY
FLEETPRIDE INC 36105747 #175 Driver/passenger door stop brac 09/20/2019 14.04-14.04-10/16/2019
33-4338-611 SN VEHICLE M & O SN UTILITY
FLEETPRIDE INC 36981433 #175 Driver/passenger door stop brac 10/02/2019 13.11 13.11 10/16/2019
33-4338-611 SN VEHICLE M & O SN UTILITY
FLEETPRIDE INC 36994729 #175 Driver/passenger door stop brac 10/02/2019 13.11-13.11-10/16/2019
33-4338-611 SN VEHICLE M & O SN UTILITY
SCHOWS INC 1502222553 #257 HVAC door actuator 10/08/2019 28.61 28.61 10/16/2019
33-4338-611 SN VEHICLE M & O SN UTILITY
TINT-N-TRIM & AUTOGLA 8328 #186 Rock chip repair 10/01/2019 25.00 25.00 10/16/2019
33-4338-611 SN VEHICLE M & O SN UTILITY
WSF LLC 28071 #252 Packer cylinder air actuator & se 10/03/2019 188.16 188.16 10/16/2019
33-4338-611 SN VEHICLE M & O SN UTILITY
WSF LLC 28075 #175/256 Packer cylinder air actuator 10/03/2019 85.80 85.80 10/16/2019
33-4338-611 SN VEHICLE M & O SN UTILITY
WSF LLC 28083 #252 Packer cylinder air actuator & se 10/03/2019 106.22 106.22 10/16/2019
33-4338-820 SN City Hall Construction SN UTILITY
AMERITITLE 223956 4699 Burley Dr.-Property Purchase 10/15/2019 91,311.83 91,311.83 10/16/2019
33-4338-820 SN City Hall Construction SN UTILITY
DIOPTRA LLC 2478 Legal Descriptions-Police Station & A 10/02/2019 120.00 120.00 10/16/2019
Total SN DEPARTMENT:122,347.30 122,347.30
31-4341-250 WW EMPLOYEE MEDICA WATER UTILITY
BUSINESS PSYCHOLOG 0004276IN 2019-2020 BPA HEALTH 10/01/2019 12.03 12.03 10/16/2019
31-4341-250 WW EMPLOYEE MEDICA WATER UTILITY
DELTA DENTAL OF IDAH 101911880000 2019-2020 EMPLOYEE DENTAL INS 10/10/2019 512.79 512.79 10/16/2019
CITY OF CHUBBUCK Payment Approval Report - by GL Page: 8
Report dates: 10/3/2019-10/16/2019 Oct 16, 2019 09:16AM
GL Account and Title Segment Fund
Vendor Name Invoice Number Description Invoice Date Net Invoice Amount Amount Paid Date Paid
31-4341-250 WW EMPLOYEE MEDICA WATER UTILITY
SEMONS FINANCIAL 101912139535 2020 VSP EMPLOYEE VISION INSU 10/01/2019 99.25 99.25 10/16/2019
31-4341-250 WW EMPLOYEE MEDICA WATER UTILITY
UNUM LIFE INSURANCE 0910085-09/10 2019-2020 EMPLOYEE VOLUNTARY 09/10/2019 68.72 68.72 10/16/2019
31-4341-310 WW OFFICE SUPPLIES & WATER UTILITY
PORTERS SUPPLY & DIS 7355560 Annual office supplies 08/16/2019 66.67 66.67 10/16/2019
31-4341-310 WW OFFICE SUPPLIES & WATER UTILITY
PORTERS SUPPLY & DIS 7355562 Annual office supplies 08/29/2019 1.09 1.09 10/16/2019
31-4341-310 WW OFFICE SUPPLIES & WATER UTILITY
PORTERS SUPPLY & DIS 7403580 Annual office supplies 10/10/2019 70.45 70.45 10/16/2019
31-4341-315 WW BILLING EXPENSES WATER UTILITY
VALLI INFORMATION SY 55184 Annual billing & delinquent notice stat 09/30/2019 867.12 867.12 10/16/2019
31-4341-330 WW EMPLOYEE RECOG WATER UTILITY
POOLE SOFT WATER & C11275 FY'19-20 Water & Cooler Rental 10/01/2019 5.00 5.00 10/16/2019
31-4341-330 WW EMPLOYEE RECOG WATER UTILITY
TREASURE VALLEY COF 216100513185 FY'19-20 Breakroom Coffee & Supplie 10/08/2019 23.70 23.70 10/16/2019
31-4341-340 WW OFFICE EQUIP & MA WATER UTILITY
GREATAMERICA FINANC 25643224 PW Sharp Coper Agrmnt-025-128213-09/30/2019 44.70 44.70 10/16/2019
31-4341-340 WW OFFICE EQUIP & MA WATER UTILITY
MOWER OFFICE SYSTE 86479 Annual purchase of remanufactured pr 09/30/2019 23.75 23.75 10/16/2019
31-4341-510 WW TELEPHONE WATER UTILITY
GREENFLY NETWORKS INV247290 Telephone- Running PO for 19/20 10/01/2019 106.38 106.38 10/16/2019
31-4341-510 WW TELEPHONE WATER UTILITY
VERIZON WIRELESS SE 9838763247 Verizon Wireless - Water 09/23/2019 617.99 617.99 10/16/2019
31-4341-510 WW TELEPHONE WATER UTILITY
VERIZON WIRELESS SE 9838763247 Verizon Wireless - Water 09/23/2019 157.13 157.13 10/16/2019
31-4341-600 WW BLDG MAINT/OPER/WATER UTILITY
CHARRON AIR CONDITIO 8813 FY'19-20 HVAC Preventative Mainten 09/27/2019 284.88 284.88 10/16/2019
31-4341-750 WW RATES AND FEE ST WATER UTILITY
KELLER ASSOCIATES IN 219041-09/24/'19 Water CIP & Rate Support 09/24/2019 2,100.00 2,100.00 10/16/2019
31-4342-501 WW Well #6 Construction WATER UTILITY
KELLER ASSOCIATES IN 215044-09/25/Well #6 Water Supply Imprv.-8/1-8/31/09/25/2019 6,829.82 6,829.82 10/16/2019
31-4342-501 WW Well #6 Construction WATER UTILITY
STARR CORPORATION 2938-092019 Water Distribution Proj. Pay App #12 09/20/2019 320,137.20 320,137.20 10/16/2019
31-4342-504 Hiline Booster Station Con WATER UTILITY
STARR CORPORATION 3044-092019 Hiline Booster Station-Pay App #10 09/20/2019 98,740.86 98,740.86 10/16/2019
31-4342-504 Hiline Booster Station Con WATER UTILITY
WILLIAM S JACKSON 100919 Hiline Booster Stn-Planting & Irrigation 10/09/2019 1,200.00 1,200.00 10/16/2019
31-4343-530 WW Q.C. SAMPLING/TES WATER UTILITY
AQUATECH LLC 1905999 FY'19-20 Water Quality Testing 10/07/2019 1,940.00 1,940.00 10/16/2019
31-4344-125 WW DIGLINE WATER UTILITY
DIGLINE INC 0061344IN FY'19-20 Line Locate Service 09/30/2019 113.66 113.66 10/16/2019
31-4345-755 WW FIRE HYD MAINT/OP WATER UTILITY
HD SUPPLY WATERWOR L195680 fire hydrant main rubbers 09/13/2019 223.47 223.47 10/16/2019
31-4345-759 WW PARK SPRINKLER R WATER UTILITY
PIPECO INC S3540184001 sprinkler repair 09/26/2019 77.25 77.25 10/16/2019
31-4345-759 WW PARK SPRINKLER R WATER UTILITY
PIPECO INC S3540360001 sprinkler repair 09/26/2019 23.63 23.63 10/16/2019
31-4345-759 WW PARK SPRINKLER R WATER UTILITY
PIPECO INC S3541733001 sprinkler repair 09/27/2019 231.80 231.80 10/16/2019
31-4345-759 WW PARK SPRINKLER R WATER UTILITY
PIPECO INC S3549113001 sprinkler repair 10/04/2019 33.62 33.62 10/16/2019
31-4348-350 WW FUEL & LUBRICANT WATER UTILITY
FLEETPRIDE INC 36522382 Well house generator fuel additive 09/26/2019 71.10 71.10 10/16/2019
31-4348-350 WW FUEL & LUBRICANT WATER UTILITY
FLEETPRIDE INC 36950339 Well house generator fuel additive 10/02/2019 6.57 6.57 10/16/2019
CITY OF CHUBBUCK Payment Approval Report - by GL Page: 9
Report dates: 10/3/2019-10/16/2019 Oct 16, 2019 09:16AM
GL Account and Title Segment Fund
Vendor Name Invoice Number Description Invoice Date Net Invoice Amount Amount Paid Date Paid
31-4348-350 WW FUEL & LUBRICANT WATER UTILITY
LYNCH OIL INC 65389 Booster station/well generator fuel 09/26/2019 2,152.75 2,152.75 10/16/2019
31-4348-350 WW FUEL & LUBRICANT WATER UTILITY
PETROLEUM STORAGE 26239 '19 Fuel Storage Tank Policy #1140 09/26/2019 25.00 25.00 10/16/2019
31-4348-610 WW EQUIP, REPAIRS & WATER UTILITY
COMMERCIAL TIRE 279338 #188 Backhoe front tire 10/02/2019 253.78 253.78 10/16/2019
31-4348-610 WW EQUIP, REPAIRS & WATER UTILITY
FLEETPRIDE INC 36068333 #211 Booster station batteries 09/19/2019 247.78 247.78 10/16/2019
31-4348-610 WW EQUIP, REPAIRS & WATER UTILITY
FLEETPRIDE INC 36070236 #211 Booster station batteries 09/19/2019 240.30 240.30 10/16/2019
31-4348-610 WW EQUIP, REPAIRS & WATER UTILITY
FLEETPRIDE INC 36659192 #188 Strobe light 09/27/2019 235.41 235.41 10/16/2019
31-4348-610 WW EQUIP, REPAIRS & WATER UTILITY
FLEETPRIDE INC 37438008 #211 Booster station batteries 10/09/2019 247.78-247.78-10/16/2019
31-4348-610 WW EQUIP, REPAIRS & WATER UTILITY
FLEETPRIDE INC 37438450 #211 Booster station batteries 10/09/2019 54.00-54.00-10/16/2019
31-4348-611 WW VEHICLE M&O WATER UTILITY
DYNA PARTS INC 500003224988 FY 2020 Auto Parts 10/03/2019 11.58 11.58 10/16/2019
31-4348-611 WW VEHICLE M&O WATER UTILITY
SCHOWS INC 1502221615 #173 King pin kit, steering knuckle ass 08/30/2019 584.76 584.76 10/16/2019
31-4348-820 WW City Hall Construction WATER UTILITY
AMERITITLE 223956 4699 Burley Dr.-Property Purchase 10/15/2019 107,690.64 107,690.64 10/16/2019
31-4348-820 WW City Hall Construction WATER UTILITY
DIOPTRA LLC 2478 Legal Descriptions-Police Station & A 10/02/2019 120.00 120.00 10/16/2019
Total :545,950.85 545,950.85
SW DEPARTMENT
32-4341-315 SW BILLING EXPENSES SW UTILITY
VALLI INFORMATION SY 55184 Annual billing & delinquent notice stat 09/30/2019 867.13 867.13 10/16/2019
Total SW DEPARTMENT:867.13 867.13
SW OPERATING EXPENSE
32-4351-250 SW EMPLOYEE MEDICA SW UTILITY
BUSINESS PSYCHOLOG 0004276IN 2019-2020 BPA HEALTH 10/01/2019 10.17 10.17 10/16/2019
32-4351-250 SW EMPLOYEE MEDICA SW UTILITY
DELTA DENTAL OF IDAH 101911880000 2019-2020 EMPLOYEE DENTAL INS 10/10/2019 179.45 179.45 10/16/2019
32-4351-250 SW EMPLOYEE MEDICA SW UTILITY
SEMONS FINANCIAL 101912139535 2020 VSP EMPLOYEE VISION INSU 10/01/2019 99.25 99.25 10/16/2019
32-4351-250 SW EMPLOYEE MEDICA SW UTILITY
UNUM LIFE INSURANCE 0910085-09/10 2019-2020 EMPLOYEE VOLUNTARY 09/10/2019 68.72 68.72 10/16/2019
32-4351-310 SW OFFICE SUPPLIES & SW UTILITY
PORTERS SUPPLY & DIS 7355560 Annual office supplies 08/16/2019 66.67 66.67 10/16/2019
32-4351-310 SW OFFICE SUPPLIES & SW UTILITY
PORTERS SUPPLY & DIS 7355562 Annual office supplies 08/29/2019 1.10 1.10 10/16/2019
32-4351-310 SW OFFICE SUPPLIES & SW UTILITY
PORTERS SUPPLY & DIS 7403580 Annual office supplies 10/10/2019 70.43 70.43 10/16/2019
32-4351-330 SW EMPLOYEE RECOGN SW UTILITY
TREASURE VALLEY COF 216100513185 FY'19-20 Breakroom Coffee & Supplie 10/08/2019 23.70 23.70 10/16/2019
32-4351-340 SW OFFICE EQUIP & MAI SW UTILITY
GREATAMERICA FINANC 25643224 PW Sharp Coper Agrmnt-025-128213-09/30/2019 44.70 44.70 10/16/2019
32-4351-340 SW OFFICE EQUIP & MAI SW UTILITY
MOWER OFFICE SYSTE 86479 Annual purchase of remanufactured pr 09/30/2019 23.75 23.75 10/16/2019
32-4351-510 SW TELEPHONE SW UTILITY
GREENFLY NETWORKS INV247290 Telephone- Running PO for 19/20 10/01/2019 106.38 106.38 10/16/2019
CITY OF CHUBBUCK Payment Approval Report - by GL Page: 10
Report dates: 10/3/2019-10/16/2019 Oct 16, 2019 09:16AM
GL Account and Title Segment Fund
Vendor Name Invoice Number Description Invoice Date Net Invoice Amount Amount Paid Date Paid
32-4351-510 SW TELEPHONE SW UTILITY
VERIZON WIRELESS SE 9838763247 Verizon Wireless - Sewer 09/23/2019 617.99 617.99 10/16/2019
32-4351-600 SW BLDG MAINT/OPER/SW UTILITY
CHARRON AIR CONDITIO 8813 FY'19-20 HVAC Preventative Mainten 09/27/2019 284.88 284.88 10/16/2019
32-4351-740 SW SAFETY SW UTILITY
NORCO INC 27434201 rubber gloves for sewer work 09/19/2019 200.41 200.41 10/16/2019
32-4351-750 SW RATES AND FEE ST SW UTILITY
J-U-B ENGINEERS INC 128710 '20 Sewer Mstr Plan-8/5-8/31/19 10/02/2019 2,941.64 2,941.64 10/16/2019
32-4352-272 SW DIGLINE SW UTILITY
DIGLINE INC 0061344IN FY'19-20 Line Locate Service 09/30/2019 113.67 113.67 10/16/2019
32-4354-531 SW TREATMENT - POCA SW UTILITY
CITY OF POCATELLO 101942405260 FY'19-20 Swr Trtmnt Fee-N & S of Int 10/08/2019 12,641.85 12,641.85 10/16/2019
32-4358-350 SW FUEL & LUBRICANTS SW UTILITY
FLEETPRIDE INC 36950339 Sewer lift station generator fuel additiv 10/02/2019 77.67 77.67 10/16/2019
32-4358-350 SW FUEL & LUBRICANTS SW UTILITY
LYNCH OIL INC 65389 Sewer lift station generator fuel 09/26/2019 717.56 717.56 10/16/2019
32-4358-350 SW FUEL & LUBRICANTS SW UTILITY
PETROLEUM STORAGE 26239 '19 Fuel Storage Tank Policy #1140 09/26/2019 25.00 25.00 10/16/2019
32-4358-820 SW City Hall Contstruction SW UTILITY
AMERITITLE 223956 4699 Burley Dr.-Property Purchase 10/15/2019 108,100.11 108,100.11 10/16/2019
32-4358-820 SW City Hall Contstruction SW UTILITY
DIOPTRA LLC 2478 Legal Descriptions-Police Station & A 10/02/2019 120.00 120.00 10/16/2019
Total SW OPERATING EXPENSE:126,535.10 126,535.10
PARKS
10-4385-110 PK SALARIES GENERAL FUND
EXPRESS SERVICES INC 22945127 parks temp services 09/18/2019 1,615.86 1,615.86 10/16/2019
10-4385-110 PK SALARIES GENERAL FUND
EXPRESS SERVICES INC 22978619 parks temp services 09/25/2019 1,556.30 1,556.30 10/16/2019
10-4385-250 PK HEALTH INSURANCE GENERAL FUND
BUSINESS PSYCHOLOG 0004276IN 2019-2020 BPA HEALTH 10/01/2019 7.40 7.40 10/16/2019
10-4385-250 PK HEALTH INSURANCE GENERAL FUND
DELTA DENTAL OF IDAH 101911880000 2019-2020 EMPLOYEE DENTAL INS 10/10/2019 205.94 205.94 10/16/2019
10-4385-250 PK HEALTH INSURANCE GENERAL FUND
SEMONS FINANCIAL 101912139535 2020 VSP EMPLOYEE VISION INSU 10/01/2019 63.52 63.52 10/16/2019
10-4385-370 PK TRAINING GENERAL FUND
BILL GUINN 223982 Per Diem & Mileage-Playground Inspe 10/09/2019 277.65 277.65 10/16/2019
10-4385-720 PK TELEPHONE GENERAL FUND
VERIZON WIRELESS SE 9838763247 Verizon Wireless - Parks 09/23/2019 42.80 42.80 10/16/2019
10-4386-611 PK VEHICLE REPAIR, M GENERAL FUND
COMMERCIAL TIRE 278514 #207 Flat repair 09/10/2019 8.95 8.95 10/16/2019
10-4386-611 PK VEHICLE REPAIR, M GENERAL FUND
GENERAL PARTS INC 14964174630 FY 2020 Auto parts 09/27/2019 26.09 26.09 10/16/2019
10-4386-611 PK VEHICLE REPAIR, M GENERAL FUND
MOWERS N MORE LLC 1607 #229 Toro mower blade clutch assem 10/03/2019 304.99 304.99 10/16/2019
10-4386-611 PK VEHICLE REPAIR, M GENERAL FUND
RMT EQUIPMENT P16284 #207 Front deck wheels/tires 09/30/2019 350.52 350.52 10/16/2019
10-4388-450 PK MISC GENERAL FUND
JUSTIN LONGORIA 223955 Exp. Reimb.-Class B CDL Test 10/08/2019 100.00 100.00 10/16/2019
Total PARKS:4,560.02 4,560.02
HEALTH & WELFARE
10-4526-548 HW COMMUNITY EVENT GENERAL FUND
POWERS CANDY CO 940083 Candy-ISU Homecoming Parade 09/30/2019 284.20 284.20 10/16/2019
CITY OF CHUBBUCK Payment Approval Report - by GL Page: 11
Report dates: 10/3/2019-10/16/2019 Oct 16, 2019 09:16AM
GL Account and Title Segment Fund
Vendor Name Invoice Number Description Invoice Date Net Invoice Amount Amount Paid Date Paid
10-4526-548 HW COMMUNITY EVENT GENERAL FUND
WENDY BUTLER 223952 Exp. Reimb.-ISU flags-ISU Homecomi 10/01/2019 26.50 26.50 10/16/2019
Total HEALTH & WELFARE:310.70 310.70
CITY GARAGE
30-4701-250 CG HEALTH INSURANCE CITY GARAGE
BUSINESS PSYCHOLOG 0004276IN 2019-2020 BPA HEALTH 10/01/2019 7.40 7.40 10/16/2019
30-4701-250 CG HEALTH INSURANCE CITY GARAGE
DELTA DENTAL OF IDAH 101911880000 2019-2020 EMPLOYEE DENTAL INS 10/10/2019 205.94 205.94 10/16/2019
30-4701-250 CG HEALTH INSURANCE CITY GARAGE
SEMONS FINANCIAL 101912139535 2020 VSP EMPLOYEE VISION INSU 10/01/2019 63.52 63.52 10/16/2019
30-4701-310 CG SUPPLIES & LUBRIC CITY GARAGE
DYNA PARTS INC 500003224987 FY 2020 Shop supplies 09/27/2019 16.22 16.22 10/16/2019
30-4701-310 CG SUPPLIES & LUBRIC CITY GARAGE
DYNA PARTS INC 500003224988 FY 2020 Shop supplies 10/07/2019 9.91 9.91 10/16/2019
30-4701-310 CG SUPPLIES & LUBRIC CITY GARAGE
DYNA PARTS INC 500003224988 FY 2020 Shop supplies 10/09/2019 98.84 98.84 10/16/2019
30-4701-310 CG SUPPLIES & LUBRIC CITY GARAGE
EB TOOLS 09241942852 Shop hand cleaner (case)10/01/2019 99.50 99.50 10/16/2019
30-4701-310 CG SUPPLIES & LUBRIC CITY GARAGE
FLEETPRIDE INC 35915813 Shop supplies 09/18/2019 168.55 168.55 10/16/2019
30-4701-310 CG SUPPLIES & LUBRIC CITY GARAGE
FLEETPRIDE INC 36519074 Shop supplies 09/26/2019 114.36 114.36 10/16/2019
30-4701-310 CG SUPPLIES & LUBRIC CITY GARAGE
FLEETPRIDE INC 36791219 Shop supplies 09/30/2019 26.70 26.70 10/16/2019
30-4701-310 CG SUPPLIES & LUBRIC CITY GARAGE
FLEETPRIDE INC 36825172 Shop supplies 10/01/2019 84.24 84.24 10/16/2019
30-4701-310 CG SUPPLIES & LUBRIC CITY GARAGE
FLEETPRIDE INC 36999064 Shop supplies 10/02/2019 31.52 31.52 10/16/2019
30-4701-310 CG SUPPLIES & LUBRIC CITY GARAGE
FLEETPRIDE INC 37394846 Synthetic ATF (55gal)10/08/2019 1,397.84 1,397.84 10/16/2019
30-4701-310 CG SUPPLIES & LUBRIC CITY GARAGE
NORCO INC 27432860 Shop battery cable 09/19/2019 61.50 61.50 10/16/2019
30-4704-259 CG MISC SMALL EQUIP/CITY GARAGE
DYNA PARTS INC 500003224987 Shop cordless grease gun 09/25/2019 254.99 254.99 10/16/2019
30-4704-262 CG TOOL/EQUIP. MAINT. CITY GARAGE
CATE IDAHO EQUIPMEN 911286 Shop air compressor preventative mai 09/25/2019 201.88 201.88 10/16/2019
Total CITY GARAGE:2,842.91 2,842.91
OTHER GEN GOV'T ADM.
10-4904-820 GA City Hall Construction GENERAL FUND
AMERITITLE 223956 4699 Burley Dr.-Property Purchase 10/15/2019 51,183.77 51,183.77 10/16/2019
10-4904-820 GA City Hall Construction GENERAL FUND
DIOPTRA LLC 2478 Legal Descriptions-Police Station & A 10/02/2019 120.00 120.00 10/16/2019
Total OTHER GEN GOV'T ADM.:51,303.77 51,303.77
Grand Totals: 1,300,852.61 1,300,852.6
CITY OF CHUBBUCK Payment Approval Report - by GL Page: 12
Report dates: 10/3/2019-10/16/2019 Oct 16, 2019 09:16AM
GL Account and Title Segment Fund
Vendor Name Invoice Number Description Invoice Date Net Invoice Amount Amount Paid Date Paid
Dated: ______________________________________________________
Mayor: ______________________________________________________
City Council: ______________________________________________________
______________________________________________________
______________________________________________________
______________________________________________________
______________________________________________________
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City Recorder: ______________________________________________________
City Treasurer: ______________________________________________________
Report Criteria:
Invoices with totals above $0 included.
Paid and unpaid invoices included.