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0434 Water Revenue Certificates 1995i CITY OF CHUBBUCK, IDAHO ORDINANCE NO. 434 AN ORDINANCE AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE CITY OF CHUBBUCK, IDAHO, CERTIFICATES OF PARTICIPATION, AND AUTHORIZING EXECUTION AND DELIVERY OF AN INSTALLMENT PURCHASE AND TRUST AGREEMENT, AN ESCROW AGREEMENT, A CERTIFICATE PURCHASE CONTRACT, AND AN OFFICIAL STATEMENT, MAKING FINDINGS IN CONNECTION THEREWITH; AUTHORIZING THE EXECUTION OF AND APPROVING RELATED DOCUMENTS, AGREEMENTS AND ACTIONS; PROVIDING FOR THE WAIVER OF READING OF THIS ORDINANCE ON THREE SEPARATE OCCASIONS AND PROVIDING FOR THE PUBLICATION OF THIS ORDINANCE AND AN EFFECTIVE DATE. $1,500,000 THE CITY OF CHUBBUCK, IDAHO WATER REVENUE CERTIFICATES OF PARTICIPATION, SERIES 1995 IN RIGHTS TO RECEIVE REVENUE PURSUANT TO AN INSTALLMENT PURCHASE AND TRUST AGREEMENT WITH FIRST SECURITY BANK OF IDAHO, N.A., AS TRUSTEE WHEREAS, the City has determined that it is necessary to finance the replacement of the City's water system wells and related source facilities and related items (the "Project Facilities"), which have failed to meet applicable health and safety or other public welfare standards. The City has been advised by counsel that there has been a judicial confirmation that the City's expenditures for the Project Facilities constitute "ordinary and necessary expenses" under Article VIII, Section 3 of the Idaho Constitution; and WHEREAS, in order to provide funds for the acquisition and construction of the Project Facilities, the City intends to authorize the issuance of certain Water Revenue Certificates of Participation, Series 1995 (the "Certificates") pursuant to an Installment Purchase and Trust Agreement (the "Agreement") dated as of April 1, 1995, between the City and First Security Bank of Idaho, N.A. (the "Trustee"). The Project Facilities will be constructed in the name of the Trustee and the Trustee, pursuant to the Agreement, will sell the Project Facilities to the City; and WHEREAS, in order to defease the City's Water Revenue Bonds, Series September 1, 1976 (the "Prior Bonds"), the City intends to authorize the execution of an Escrow Agreement dated as of April 1, 1995, (the "Escrow Agreement"), between the City and the Trustee, to receive and hold funds sufficient, with the ORDINANCE - PAGE 1 - chbbck09 281 investment earnings thereon, to pay in full the Prior Bonds at maturity; and WHEREAS, the proceeds of the Certificates will be used to pay the costs of acquiring and constructing the Project Facilities, to establish a Reserve Account and to pay the costs of issuing the Certificates; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the transactions contemplated thereby the Certificates and by the documents referred to herein exist, have happened and have been performed in due time; form and manner as required by the laws of the State of Idaho; and WHEREAS, Piper Jaffray Inc. (the "Underwriter") has submitted an offer to purchase the Certificates, and it is desirable that the Certificates be sold at this time, NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF CHUBBUCK, IDAHO, as follows: 1. Pursuant to applicable law and the Agreement, Certificates of Participation of the Trustee designated as "City of Chubbuck, Water Revenue Certificates of Participation, Series 1994 Evidencing Assignment of a Proportionate Interest in Rights to Receive Certain Revenues Pursuant to the Installment Purchase and Trust Agreement between First Security Bank of Idaho, N.A., the Trustee and Seller, and the City, as Purchaser" in an aggregate principal amount not to exceed $1,500,000 (the "Certificates") are hereby authorized to be issued by the Trustee and the City is authorized to enter into the Agreement. 2. First Security Bank of Idaho, N.A. is hereby appointed as the Trustee (the "Trustee") for the Certificates as provided for in the Agreement. The proposed Agreement and Escrow Agreement are hereby approved in substantially the form presented to this meeting. The Mayor of the City is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Agreement and the Escrow Agreement in substantially said form, with such additions thereto or changes therein as such officers may required or approve, such approval to be conclusively evidenced by the execution and delivery thereof, and the City Clerk is hereby authorized to attest to such signatures. The date, maturity dates, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Certificates and of the Agreement shall be as provided in said Agreement and the purchase contract referenced below. 3. The form of purchase contract between the City and the Underwriter presented to this meeting(the "Purchase Contract"), and the sale of the Certificates pursuant thereto, are hereby ORDINANCE - PAGE 2 - chbbCkD9 291 approved. The Mayor is hereby authorized and directed, for and in the name and on behalf of the City to accept the offer of the Underwriter to purchase the Certificates contained in said Purchase Contract and to execute and deliver said Purchase Contract. 4. The Preliminary Official Statement dated March 22, 1995, and pertaining to the Certificates presented to this meeting by the Underwriter, and the use thereof by the Underwriter is hereby ratified and approved. The Mayor of the City is hereby authorized and directed, for and in the name and on behalf of the City, to execute a final Official Statement in substantially the form of said Preliminary Official Statement with such additions to or changes in the form of said Official Statement as such officer may deem necessary or advisable, such approval to be conclusively evidenced by the execution of said Official Statement as so added to or changed. The Underwriter, as purchaser of the Certificates, is hereby authorized to deliver copies of said final Official Statements (as so added to or changed) to all actual purchasers of the Certificates. 5. Certificates in the aggregate principal amount not to exceed $1,500,000 shall be manually executed by the Trustee, in the form set forth in and otherwise in accordance with the provisions of the Agreement. Temporary Certificates may be delivered in accordance with the provisions of the Agreement if such action is determined to be necessary by the Trustee, and such approval shall be conclusively evidenced by the execution of such Temporary Certificates. 6. The Trustee is hereby requested and directed to deliver the Certificates, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the City by the Mayor of the City, which instructions said officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Certificates to the Underwriter in accordance with the Purchase Contract, upon payment of the purchase price thereof. 7. All actions heretofore taken by the officers and agents of the City with respect to the sale and issuance of the Certificates are hereby approved, confirmed and ratified, and the officers of the City are hereby authorized and directed, for and in the name and on behalf of the City to do any and all things and take any and all actions and execute and deliver any and all certificates, agreements and other documents (including but not limited to those described in the Purchase Contract and the Agreement and other documents herein approved), which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Certificates in accordance with this Ordinance. ORDINANCE - PAGE 3 - chbbckDB291 8. The City hereby finds and determines that the conditions existing at its current water system source facilities require the replacement of such facilities with facilities which can meet all applicable health, safety and other regulatory standards including the requirements of the Idaho Department of Health and Welfare and the U.S. Environmental Protection Agency. The City hereby finds and determines that the expenditures for the Project Facilities, do, by virtue of State law and court decisions, constitute "ordinary and necessary expenses" under Article VIII, Section 3 of the Idaho Constitution. 9. After any of the Certificates are issued, this Ordinance shall be irrepealable until defeasance. 10. The invalidity or unenforceability of any provision of this Ordinance shall not affect the remaining provisions. 11. All bylaws, orders and ordinances inconsistent herewith are hereby repealed to the extent of such inconsistency. 12. The rule requiring and ordinance to be read on three separate days, one of which shall be a reading in full is hereby dispensed with. This Ordinance, upon passage shall be published in the Idaho State Journal, the official newspaper of the City within thirty (30) days of the date hereof. 13. This Ordinance shall be in full force and effect from and after its passage, approval and publication, as provided by law. PASSED by the City Council and, APPROVED by the Mayor of the City of Chubbuck, Idaho, this 28th day of March, 1995.4MAYOR "k�t ATTEST: By CITY CLERK ( S-EAL) ORDINANCE - PAGE 4 - chbbekOO281