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Home My WebLink About2020-07RESOLUTION NO. Z0?_0 - 0 � BY THE BOARD OF COMMISSIONERS OF THE CHUBBUCK URBAN RENEWAL AGENCY OF THE CITY OF CHUBBUCK IDAHO: A RESOLUTION AMENDING RESOLUTION 2020-04 WHICH AUTHORIZED THE ISSUANCE OF REVENUE ALLOCATION BONDS (PINE RIDGE MALL PROJECT), SERIES 2020 AND AUTHORIZING ACTIONS RELATED THERETO. WHEREAS, by Resolution No. 2020-04 (the "Prior Resolution") the Chubbuck Urban Renewal Agency d/b/a Chubbuck Development Authority (the "Authority"), authorized the issuance of its Revenue Allocation Bonds (Pine Ridge Mall Project), Series 2020 (the "Series 2020 Bonds") to provide moneys to reimburse the developer of the Pine Ridge Mall for Eligible Costs (as defined in the Prior Resolution) and thereby provide more capital for further development in the Pine Ridge Mall Project Area, which Series 2020 Bonds will be payable from and secured by the revenues generated from tax increment; and WHEREAS, pursuant to Section 57-235, Idaho Code, as amended, the Board of Commissioners (the `Board") delegated to the Chair or Vice Chair of the Board and the Executive Director of the Authority (the "Delegated Officers'), the power to determine the final terms and provisions of the Series 2020 Bonds on the date of sale of the Series 2020 Bonds without any requirement that the members of the Board meet to approve such determinations, subject to certain parameters (the "Original Parameters") established in the Prior Resolution; and WHEREAS, the Prior Resolution named Stifel, Nicolaus & Company, Incorporated ("Stifel") as the placement agent of the Series 2020 Bonds pursuant to a placement agent agreement and Stifel will now act as underwriter for the Series 2020 Bonds pursuant to a bond purchase agreement between the Authority and Stifel; and WHEREAS, the Authority finds and determines that it is necessary and desirable to modify the Original Parameters for the Series 2020 Bonds and take certain other actions as herein provided; and WHEREAS, there has been presented to the Authority at this meeting a form of the Preliminary Limited Offering Memorandum to be used by the Underwriter in connection with the sale of the Series 2020 Bonds, and the Authority desires to authorize the distribution and use by the Underwriter of the Preliminary Limited Offering Memorandum in substantially the form presented in connection with this Resolution as Exhibit A; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE URBAN RENEWAL AGENCY OF THE CITY OF CHUBBUCK, IDAHO, D/B/A THE CHUBBUCK DEVELOPMENT AUTHORITY, AS FOLLOWS: Section 1. All capitalized terms not elsewhere defined herein shall have the meanings set forth in the Prior Resolution. Section 2. All actions heretofore taken (not inconsistent with the provisions of this Resolution) by the Board and by the officers of Authority directed toward the execution and delivery of the Bonds are hereby ratified, approved, and confirmed. Section 3. Stifel, Nicolaus & Company, Incorporated shall act as the underwriter (the "Underwriter") of the Series 2020 Bonds pursuant to a bond purchase agreement (the `Bond Purchase Agreement") substantially in the form attached hereto as Exhibit B. Section 4. The Original Parameters are hereby amended and restated as shown below and the Delegated Officers shall determine the final terms and provisions of the Series 2020 Bonds on the date of sale of the Series 2020 Bonds provided the meet the requirements below. The Series 2020 Bonds shall: (a) have a total principal amount not greater than $2,500,000; (b) have a final maturity no later than December 31, 2037; (c) have no single interest rate greater than 7.00°/% per annum; (d) be sold at a price which reflects a maximum discount of not to exceed 5.00%; (e) be subject to optional redemption, if any at all, no later than December 31, 2032, but in no event shall any premium exceed 3% of the principal amount of the Series 2020 Bonds to be redeemed; (f) be secured solely by the Tax Increment and the funds pledged under the Indenture; and (g) otherwise bear such dates, mature at such times and in such amounts, be in such denominations, bear interest at such rates, be in such forms, be subject to redemption, have such other terms and provisions, and be issued, executed and delivered in the manner set forth in the Indenture (so long as nothing in the herein - authorized Indenture is contrary to (a) through (e) above). Final determination of the terms of the Series 2020 Bonds shall be evidenced by the execution of the Bond Purchase Agreement with respect to the Series 2020 Bonds between the Authority and the Underwriter by the Chair or Vice Chair and the Executive Director of the Authority. Section 5. The Authority hereby authorizes the distribution and use of the Preliminary Limited Offering Memorandum, in substantially the form attached as Exhibit A to this Resolution, by the Underwriter in connection with the offering and sale of the Series 2020 Bonds. The Authority hereby authorizes the preparation and use of a final 4812-3787-1561. v. 1 Limited Offering Memorandum in substantially the same form as the Preliminary Limited Offering Memorandum by the Underwriter in connection with the offering and sale of the Series 2020 Bonds Section b. All resolutions, orders, and regulations or parts thereof heretofore adopted or passed which are in conflict herewith are, to the extent of such conflict, hereby repealed. This repealer shall not be construed so as to revive any resolution, order, regulation, or part thereof heretofore repealed. Section 7. This Resolution shall be in full force and effect from and after its passage by the Board. PASSED this September 29, 2020. �►��►uswrrrrrrr ..FAY llei. � .) COR P01q,q&\ yG 7 i� rrrrr�ln4�►►► ATTEST: Secretary 4812-3787-1561, v. 1 THE URBAN RENEWAL AGENCY OF THE CITY OF CHUBBUCK, IDAHO, D/B/A THE CHUBBUCK EXHIBITS TO BE ATTACHED HERETO [or on file ni the office of the Authority]: EXHIBIT A FORM OF PRELIMINARY LIMITED OFFERING MEMORANDUM EXHIBIT B FORM OF BOND PURCHASE AGREEMENT EXHIBITS CERTIFICATE OF THE AUTHORITY SECRETARY I DO HEREBY CERTIFY that I am the duly chosen, qualified and acting Secretary of the urban renewal agency of the City of Chubbuck, Idaho, d/b/a the Chubbuck Development Authority (the "Authority"), and keeper of the records of the Board of Commissioners of the Authority (the "Board"), and HEREBY CERTIFY-- 1. ERTIFY: I. That the attached is a true and correct copy of Resolution No. 2020- O 7 of the Authority (the "Resolution"), as adopted at a meeting of the Board held on September 29, 2020, and duly recorded in my office. 2. That said meeting was duly convened and held in all respects in accordance with law, and to the extent required by law, due and proper notice of such meeting was given; that a quorum was present throughout the meeting and a legally sufficient number of members of the Board voted in the proper manner for the passage of the Resolution; that all other requirements and proceedings incident to the proper passage of the Resolution have been duly fulfilled, carried out and otherwise observed, and that I am authorized to execute this certificate. IN WITNESS WHEREOF, I have hereunto set my hand September 29, 2020. THE URBAN RENEWAL AGENCY OF THE CITY OF CHUBBUCK, IDAHO, D/B/A THE CHUBBUCK DEVELOPMENT AUTHORITY p\\N .4ELOP41 , V/"" U G0 ¢P01gq'9 s By: Secretary C13 T L) SEAR. . 0 ��I'DAtH 000�\�`�� CERTIFICATE OF SECRETARY RE: RESOLUTION AND MEETING EXHIBIT A FORM OF UNDERWRITER'S RECEIPT FOR BONDS AND CLOSING CERTIFICATE CHUBBUCK DEVELOPMENT AUTHORITY REVENUE ALLOCATION BONDS (PINE RIDGE MALL PROJECT) SERIES 2020 The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated ("Stifel"), as the underwriter of the above-described bonds (the "Bonds"), being issued on the date of this Certificate by the Chubbuck Development Authority (the "Authority"), certifies and represents as follows: 1. Bond Purchase Agreement. On September _, 2020 (the "Sale Date"), Stifel and the Authority entered into a Bond Purchase Agreement (the "Bond Purchase Agreement") providing for the purchase of the Bonds by Stifel. 2. Receipt for Bonds. Stifel acknowledges receipt on this date of the Bonds, consisting of fully -registered Bonds numbered from R -I consecutively upward, and consisting of one fully -registered Bond dated the date hereof for each maturity date of the Bonds, in authorized denominations of $50,000 or integral multiples thereof. Each of said Bonds has been signed by the manual signature of the Chair of the Authority and attested by the manual signature of the Secretary of the Authority, and has been authenticated by the manual signature of an authorized signatory of Zions Bancorporation, National Association, as bond registrar, 3. Compliance with Bond Purchase Agreement. Stifel acknowledges that the conditions to closing set forth in Section 7 of the Bond Purchase Agreement have been satisfied (except to the extent it has waived in writing for purposes of closing, or consented to modification in writing of, certain provisions thereof). Nothing contained herein shall affect Stifel's right under the Bond Purchase Agreement, and Stifel retains the right, to (i) require future performance, upon reasonable written notice, of any condition to closing set forth in Section 7 of the Bond Purchase Agreement that has not been satisfied (and previously acknowledged in writing by the parties to the Bond Purchase Agreement prior to closing) and (ii) amend the Limited Offering Memorandum in accordance with Section l 1 of the Bond Purchase Agreement. 4. Issue Price. (a) Initial Offering Price. As of the date of this Certificate, for each Maturity of the Bonds, the first price at which at least 10% of each such Maturity of the Bonds was sold to the Public is the respective price listed on Schedule A attached hereto. [Initial Offering Price 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 Bonds was sold to the Public is the respective price listed on Schedule A attached hereto.] (b) Public Offering. On or before the Sale Date, Stifel offered all the Bonds to the Public at the offering price or prices listed on Schedule A (the "Initial Offering Prices"). A copy of the pricing wire or equivalent communication for the Bonds is attached to this Certificate as Schedule B. [ (c) Initial Offering Price of the Hold -the -Offering -Price Maturities. (i) On or before the Sale Date, Stifel offered the Hold -the -Offering -Price Maturities to the Public at the respective initial offering prices listed on Schedule A (the "Initial Offering Prices"). (ii) As set forth in the Bond Purchase Agreement, Stifel has agreed in writing that (A) for each Maturity of the Hold -the -Offering -Price Maturities, it would neither offer nor sell any of the Bonds 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 (B) any selling group 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. Pursuant to such agreement no Underwriter (as defined below) has offered or sold any Maturity of the Hold -the -Offering -Price Maturities at a price higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.] (c) [(d)]Defrned Terms. (i) ["General Rule Maturities" means those Maturities of the Bonds listed on Schedule A hereto as the "General Rule Maturities."1 (ii) ["Hold -the -Offering -Price Maturities" means those Maturities of the Bonds listed on Schedule A hereto as the "Hold -the -Offering -Price Maturities."] (iii) ["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, or (ii) the date on which Stifel 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.] (iv) "Maturity" means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (v) "Public" means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than the Underwriter or a related party to the Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (vi) "Underwriter" means (A) any person that agrees pursuant to a written contract with the Authority (or with Stifel to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel'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 Authority with respect to certain of the representations set forth in the Tax Compliance Agreement dated as of [September 1], 2020 by and between the Authority and Zions Bancorporation, National Association and with respect to compliance with the federal income tax rules affecting the Bonds, and by Gilmore & Bell, P.C., Salt Lake City, Utah, as bond counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038- G, and other federal income tax advice that it may give to the Authority from time to time relating to the Bonds. A-2 DATED: , 20 STIFEL NICOLAUS & COMPANY, INCORPORATED as underwriter of the above-described Bonds By: Managing Director Managing Director — Municipal Syndicate A-3 [Underwriter's Receipt for Bonds and Closing Certificate] SCHEDULE A TO UNDERWRITER'S RECEIPT FOR BONDS AND ISSUE PRICE CERTIFICATE Actual Sales at Single Price of 10% of Each Maturity as of Closing Time [Sale Prices of the General Rule Maturities and Initial Offering Prices of the Hold -the -Offering -Price Maturities) (Attached) A-4 SCHEDULE B TO UNDERWRITER'S RECEIPT FOR BONDS AND ISSUE PRICE CERTIFICATE Pricing Wire or Equivalent Communication (Attaches) A-5 EXHIBIT B SUPPLEMENTAL BOND COUNSEL OPINION MATTERS The Bonds are exempt from registration under the Securities Act of 1933, as amended, 2. The Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended. In providing the statement of belief set forth in the paragraph immediately below, reference is made to the Preliminary Limited Offering Memorandum dated September 28, 2020 (the "Preliminary Limited Offering Memorandum ") and the Limited Offering Memorandum dated September 30, 2020 (the "Limited Offering Memorandum') related to the Bonds. In connection with rendering legal advice to the Authority, we reviewed the information contained in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and certain other documents and have participated in conferences in which the contents of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and other matters were discussed. The purpose of our professional engagement was not to establish or confirm factual matters set forth in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, and we have not undertaken to verify independently any of such factual matters. We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and we make no representation that we have undertaken to independently verify the accuracy, completeness or fairness of such statements. Subject to the foregoing, and on the basis of the information we gained in the course of performing the services referred to above, nothing has come to our attention which leads us to believe that the Preliminary Limited Offering Memorandum, except for the offering price(s), interest rate(s), selling compensation, aggregate principal amount, delivery dates, ratings, and other terms of the Bonds depending on such matters, or the Limited Offering Memorandum, as of their respective dates and as of the date hereof, contains any untrue statement of a material fact, or omits to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. We express no view, however, as to (i) any financial, technical or statistical data or any estimates, projections, assumptions or expressions of opinions included in the Preliminary Limited Offering Memorandum, the Limited Offering Memorandum or any Appendix thereto, (ii) disclosures provided by the Underwriter, or (iii) information concerning the Depository Trust Company and the book -entry system. EXHIBIT C AUTHORITY COUNSEL OPINION MATTERS 1, The Authority is a duly organized and validly existing urban renewal agency and an independent public body corporate and politic of the State of Idaho. 2. The Transaction Documents to which the Authority is a party (the "Authority Documents") have each been duly authorized, executed and delivered by, for and on behalf of the Authority. The Bonds have been duly authorized by, for and on behalf of the Authority. The Authority Documents and the Bonds constitute legal, valid and binding agreements of the Authority enforceable against the Authority in accordance with their respective teens (subject, as to enforcement, to any applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditor's rights generally or against municipalities or state agencies or authorities such as the Authority from time to time in effect, and to applicable principles of equity if equitable remedies are sought, and subject to the qualification that the enforcement of the indemnification provisions of the Bond Purchase Agreement may be limited by federal or state securities laws as the same have been interpreted by judicial decisions). 3. There is no action, suit, proceeding or investigation, at law or in equity, before or by any court, public board or body, pending to which the Authority has been served with process or other official notice or of which I am aware, or to my knowledge, threatened against or affecting the Authority, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by the Limited Offering Memorandum or the validity of the Bonds or the Authority Documents. 4. Nothing has come to my attention which leads nae to believe that the information pertaining to the Authority contained in the Preliminary Limited Offering Memorandum under the captions "INTRODUCTION — The Authority and the City," "THE AUTHORITY" and "LITIGATION," as of its date and as of the date hereof, and the information pertaining to the Authority contained in the Limited Offering Memorandum under the captions "INTRODUCTION — The Authority and the City," "THE AUTHORITY" and "LITIGATION," as of its date and as of the date hereof, contains any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Authority has approved the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and authorized their use and distribution. S. The execution and delivery by the Authority of the Bonds and other Authority Documents and compliance with the provisions thereof by the Authority, do not in any material respect conflict with or constitute a breach of or default under (i) the Urban Renewal Law, (ii) the Development Act, (iii) any indenture or other agreement or instrument to which the Authority is a party, or (iv) any regulation, court order or consent decree to which the Authority is subject. 6. To my knowledge (other than any approval that might be required under the securities laws of the United States of America or the securities or blue sky laws of any state, or approvals required in connection with the Project, as to which I express no opinion) (i) no approval, consent, proceeding, authorization or resolution by the Authority is required in connection with the transactions contemplated by the Transaction Documents and (ii) no consents or waivers from third parties are required in connection with the transactions contemplated by the Transaction Documents, other than, with respect to each of the matters specified in (i) and (ii) above, those which have previously been obtained or acquired. C-1 EXHIBIT D CITY COUNSEL OPINION MATTERS 1. The City is an Idaho municipal corporation, duly organized under the laws of the State of Idaho. 2. The Development Agreement has been duly authorized, executed and delivered by, for and on behalf of the City. The Development Agreement constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms (subject, as to enforcement, to any applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditor's rights generally or against municipalities or state agencies or authorities such as the City from time to time in effect, and to applicable principles of equity if equitable remedies are sought). 3. There is no action, suit, proceeding or investigation, at law or in equity, before or by any court, public board or body, pending to which the City has been served with process or other official notice or of which I am aware, or to my knowledge, threatened against or affecting the City, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by the Limited Offering Memorandum or the validity of the Development Agreement. 4. The execution and delivery by the City of the Development Agreement and compliance with the provisions thereof by the City, do not in any material respect conflict with or constitute a breach of or default under (i) the constitution or laws of the State of Idaho, (ii) any indenture or other agreement or instrument to which the City is a party, or (iii) any regulation, court order or consent decree to which the City is subject. 6. To my knowledge (other than any approval that might be required under the securities laws of the United States of America or the securities or blue sky laws of any state, or approvals required in connection with the Project, as to which I express no opinion) (i) no approval, consent, proceeding, authorization or resolution by the City is required in connection with the transactions contemplated by the Limited Offering Memorandum and (ii) no consents or waivers from third parties are required in connection with the transactions contemplated by the Limited Offering Memorandum, other than, with respect to each of the matters specified in (i) and (ii) above, those which have previously been obtained or acquired. D-1 EXHIBIT E DEVELOPER COUNSEL OPINION MATTERS 1. The Developer is a limited liability company duly organized and validly existing under the laws of the State of Missouri. The Developer is duly qualified to do business in the State of Idaho and is in good standing in the State of Missouri. 2. The Developer has all requisite power and authority to (i) carry on its business as conducted, (ii) execute and deliver the Transaction Documents to which it is a party (the "Developer Documents"), and (iii) carry out the terms of the Developer Documents and to perform its obligations thereunder. 3. The Developer Documents have been duly and properly authorized, executed and delivered by the Developer. The Developer Documents are legal, valid and binding obligations of the Developer enforceable against the Developer in accordance with their terns (except as such enforceability may be limited by any bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors' rights generally or any general principles of equity, including without limitation, the exercise of judicial discretion in connection with any grant of specific performance)_ 4. The execution, delivery and performance by the Developer of the Developer Documents, and the performance of the Developer's obligations thereunder, do not and will not result in a violation of any provisions of, or in a default under, its organizational documents. To our knowledge, the performance of the Developer's obligations under the Developer Documents does not and will not result in a violation of any provision of, or a default under any material provision of any court order, mortgage, indenture, deed of trust, indebtedness, agreement, lease, note or other obligation or instrument to which the Developer is a party or is or may be bound, and will not result in a violation of any statute, rule or regulation. 5. There is no current requirement for consents or waivers from third parties not already obtained in connection with the execution, delivery and performance by the Developer of the Developer Documents. 6. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the best of our knowledge, threatened against or affecting the Developer (a) that seeks to restrain, limit or enjoin the issuance or delivery of the Bonds or the collection or application of any amounts pledged for payment of the Bonds, or (b) in which an unfavorable decision, ruling or finding would adversely affect (i) the due organization and valid existence of the Developer, (ii) the transactions contemplated by the Developer Documents, (iii) the validity of the proceedings relating to the authorization, execution and delivery of the Developer Documents or any other agreement or instrument to which the Developer is a party and which is to be used in connection with the transactions contemplated by the Developer Documents, (iv) the validity or enforceability of the Bonds, the Developer Documents or any other agreement or instrument to which the Developer is a party and which is to be used in connection with the transactions contemplated by the Developer Documents, (v) the performance by the Developer of its obligations under the Developer Documents, or (vi) the financial condition of the Developer. 7. We have participated as counsel for the Developer in the preparation and review of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum with respect to the disclosures regarding the Developer. In the course of our representation nothing has come to our attention that causes us to believe that the information in the Preliminary Limited Offering Memorandum as of its date or the Limited Offering Memorandum as of its date and the date hereof under the captions "INTRODUCTION The Project and the Project Area" and — "The Developer", "THE PROJECT AND E-1 THE IMPROVEMENTS", and "THE PROJECT AREA" (with the exception of any financial, numerical or statistical data or projections, as to which no opinion is expressed), contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, taken as a whole, not misleading. E-2 EXHIBIT F UNDERWRITER COUNSEL OPINION MATTERS 1. The Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust indenture Act of 1939, as amended. 2. The Continuing Disclosure Agreement complies with the requirements of Rule 15c2 -12(b)(5) promulgated pursuant to the Securities Exchange Act of 1934, as amended, in effect as of the date hereof. In accordance with our understanding with you, we have rendered legal advice and assistance to you in the course of your investigation with respect to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. Rendering such assistance involved, among other things, discussions and inquiries concerning various legal documents and proceedings, including the Authority's past compliance with its continuing disclosure undertakings. We also participated in conferences with your representatives and those of the Authority, the City and certain other persons involved in the preparation of the information contained in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum during which the contents of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and related matters were discussed and reviewed. Although we express no opinions regarding the Preliminary Limited Offering Memorandum or Limited Offering Memorandum, at your request, we advise you that, in the course of rendering such assistance, and although we have not undertaken to independently verify and assume no responsibility for the accuracy, completeness, fairness or sufficiency of the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum, nothing has come to our attention that leads us to reasonably believe that the information in the Preliminary Limited Offering Memorandum as of the date thereof, or the Limited Offering Memorandum as of the date thereof, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, taken as a whole, not misleading (it being understood that we express no belief or opinion with respect to (i) any financial, numerical or statistical information included with or set forth in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum or omitted therefrom, (ii) any estimates, projections, assumptions or expressions of opinion set forth in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum, and (iii) information with respect to matters set forth in the Preliminary Limited Offering Memorandum or Limited Offering Memorandum under the captions "THE SERIES 2020 BONDS — Book -Entry Only System", "PLEDGED REVENUES —Projection of Revenue Available for Debt Service on the Series 2020 Bonds", "TAX MATTERS", "APPENDIX B — MARKET ANALYSIS AND VALUATION STUDY", "APPENDIX D — FORM OF OPINION OF BOND COUNSEL" and "APPENDIX G — PROVISIONS REGARDING BOOK -ENTRY SYSTEM". F-1 EXHIBIT G FORM OF INVESTOR LETTER Chubbuck Development Authority Chubbuck, Idaho Stifel, Nicolaus & Company, Incorporated St. Louis, Missouri Re: Chubbuck Development Authority, Idaho Revenue Allocations Bonds (Pine Ridge Mall Project), Series 2020 Ladies and Gentlemen: The undersigned (the "Purchaser") hereby acknowledges that it is purchasing $[ aggregate principal amount of The Urban Renewal Agency of the City of Chubbuck, Idaho d/b/a the Chubbuck Development Authority (the "Authority") Revenue Allocation Bonds (Pine Ridge Mall Project), Series 2020 (the "Bonds") pursuant to a resolution (the "Authority Bond Resolution") of the Board of Commissioners of the Authority, adopted on [ and the Trust Indenture dated as of [September 1], 2020 (the "Indenture") entered into by and between the Authority and Zions Bancorporation, National Association (the "Trustee"). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Authority Bond Resolution, the Indenture and the Offering Materials (defined herein). This letter is being provided pursuant to a Bond Purchase Agreement, dated September 30, 2020 (the "Bond Purchase Agreement"), between the Authority and Sti fel, Nicolaus & Company, Incorporated (the "Undenpriter"). The Purchaser acknowledges that the proceeds of the Bonds will be used for purpose of providing funds to (a) finance the costs of improvements relating to the renovation, reconstruction and repair of a retail development known as the Pine Ridge Mall (the "Project"), (b) fund a debt service reserve fund for the Bonds and (c) pay the costs of issuance of the Bonds. The Bonds, together with interest thereon, are limited obligations of the Authority, payable solely from Bond proceeds, the Incremental Tax Revenues and other moneys pledged thereto, as provided in the Indenture. In connection with the sale of the Bonds to the Purchaser, the Purchaser hereby makes the following representations upon which the Authority and the Underwriter may rely: 1. The Purchaser has the authority and is duly authorized to purchase the Bonds and to execute this letter and any other instruments and documents required to be executed by the Purchaser in connection with its purchase of the Bonds. 2. The Purchaser is (a) a "qualified institutional buyer," as defined in Rule 144A promulgated under the Securities Act of 1933, as amended ("QIB") or (b) an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act ("Accredited Investor" and, with a QIB, each a "Qualified Investor"). 3. The Purchaser is purchasing the Bonds as an investment for (i) its own account and not with a present view to resell or to make other distribution to the public or (ii) the accounts of other Qualified G-1 Investors. Although the Purchaser retains the right to transfer the Bonds in the future, the Purchaser agrees to do so only in strict compliance with the transfer restrictions contained in the Indenture. The Purchaser understands that the Bonds may not be readily tradable. Any such sale, transfer or distribution of a Bond by the Purchaser and any Bond transferred to the transferee shall be in Authorized Denominations, and such transferee shall be a Person: (a) that the Purchaser reasonably believes is a QIB; or (b) that is an Accredited Investor that was specifically identified at the time the Bonds were initially purchased by the Purchaser. 4. The Purchaser understands that the Bonds are not, and are not intended to be, registered under the Securities Act and that such registration is not legally required as of the date hereof, and further understands that the Bonds (a) are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating agency, and (d) will be delivered in a form that may not be readily marketable. S. The Purchaser acknowledges that it has either been supplied with or been given access to information, including the Limited Offering Memorandum and other legal documents used in connection with the limited offering of the Bonds (together with all supplements, modifications and additions thereto prior to the Closing Date, the "Offering Materials"), which it has requested from the Authority and to which a reasonable investor would attach significance in making investment decisions, and the Purchaser has had the opportunity to ask questions and receive answers from knowledgeable individuals, including its own counsel, concerning the Authority and the Bonds and the security therefor so that, as a reasonable investor, the Purchaser has been able to make a decision to purchase the Bonds. The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its prospective investment in the Bonds_ 6. The Purchaser acknowledges that the obligations of the Authority under the Authority Bond Resolution and the other Financing Documents are special, limited obligations of the Authority, payable solely from and secured by the Trust Estate pledged under the Indenture, consisting of all right, title and interest of the Authority in the Tax Increment Revenues, and other moneys pledged thereto, as provided in the Indenture. Subject to the limitations contained in the Indenture, the Authority will pledge and assign moneys in the Revenue Allocation Fund, the Debt Service Fund and the Debt Service Reserve Fund to the Bondowners as security for the payment of the Bonds and the interest thereon. The Bonds are not secured by a mortgage on any property. 7. The Bonds do not constitute an indebtedness of the Authority, the State or any political subdivision thereof within the meaning of any constitutional, statutory or charter provision or limitation. The issuance of the Bonds shall not, directly, indirectly or contingently, obligate the Authority, the State or any political subdivision thereof to levy any form of taxation therefor or to make any appropriation for their payment. The Authority has no taxing power. S. The Purchaser has made its own inquiry and analysis with respect to the Bonds and the security therefor, and other material factors affecting the security and payment of the Bonds. The Purchaser is aware that there are certain economic and regulatory variables and risks that could adversely affect the security for the Bonds. The Purchaser has reviewed the documents executed in conjunction with the issuance of Bonds, or summaries thereof, including, without limitation, the Authority Bond Resolution, the Indenture and the Development Agreement. 9. The Purchaser acknowledges and agrees that the Underwriter and the Authority take no responsibility for, and make no representation to the Purchaser, or any subsequent purchaser, with regard to, a sale, transfer or other disposition of the Bonds in violation of the provisions of the Authority Bond Resolution, or any securities law or income tax law consequences thereof. The Purchaser also G-2 acknowledges that, with respect to the Authority's obligations and liabilities, the Purchaser is solely responsible for compliance with the sales restrictions on the Bonds in connection with any subsequent transfer of the Bonds made by the Purchaser. 10. The Purchaser agrees that it is bound by and will abide by the provisions of the Authority Bond Resolution and the Indenture relating to transfer, the restrictions noted on the face of the Bonds and this Investor Letter. The Purchaser also covenants to comply with all applicable federal and state securities laws, rules and regulations in connection with any resale or transfer of the Bonds by the Purchaser. 11. The Purchaser acknowledges that the sale of the Bonds to the Purchaser is made in reliance upon the certifications, representations, and warranties herein by the addressees hereto. 12. The interpretation of the provisions hereof shall be governed and construed in accordance with Idaho law without regard to principles of conflicts of laws. 13. All representations of the Purchaser contained in this letter shall survive the execution and delivery of the Bonds to the Purchaser as representations of fact existing as of the date of execution and delivery of this Investor Letter. 14. This Investor Letter may be executed in several counterparts (including counterparts exchanged by email in PDF format), each of which shall be an original and all of which shall constitute but one and the same instrument. This investor Letter may be distributed and may be stored by electronic means. Copies, PDFs, facsimiles, electronic files and other reproductions of this Investor Letter shall be deemed to be authentic and valid counterparts of such letter for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Date: October U, 2020 Very truly yours, Purchaser: By: _ Name.- Title, ame:Title: G-3 EXHIBIT H DEVELOPER CLOSING CERTIFICATE ITEMS 1. Due Organization. The Developer is a limited liability company validly existing and in good standing under the laws of the State of Missouri, is duly qualified to do business in the State of Idaho and has alt requisite power and authority to own and operate its properties and to carry on its business as now being conducted. Attached hereto as Exhibit A is a certificate of good standing of the Developer, issued by the Secretary of State of Missouri, which certificate has not been amended or revoked and is in full force and effect as of the date hereof. Attached hereto as Exhibit B is a certificate of [authority] of the Developer, issued by the Secretary of State of Idaho, which certificate has not been amended or revoked and is in full force and effect as of the date hereof. 2. Organizational Documents. Attached hereto as Exhibit C is a true and correct copy of the Articles of Organization of the Developer. Attached hereto as Exhibit D is a true and correct copy of the Operating Agreement of the Developer. Said Articles of Organization and Operating Agreement have not been further amended and are in full force and effect as of the date hereof. 3. Execution of Documents. Each of the following documents (the "Developer Documents") have been executed and delivered in the name and on behalf of the Developer as authorized pursuant to the resolutions of the Developer attached hereto as Exhibit E; the copy of said document contained in the [Transcript of Proceedings] relating to the Bonds is a true, complete and correct copy or counterpart of said document as executed and delivered by the Developer and is in substantially the same form and text as the copy of such document that was approved by the Developer; and said documents have not been amended, modified or rescinded and are in full force and effect as of the date hereof- a. ereof a. Amended and Restated Development Agreement executed in 2017, as amended on March _, 2020, by and among the City, the Authority and the Developer; b. Continuing Disclosure Agreement dated as of [September I], 2020 among the Authority, the Developer and Zions Bancorporation, National Association; c. [Others] 4. Document Authorized and Binding. The Developer, by all necessary action, has duly authorized the execution, delivery, receipt and due performance of the Developer Documents and any and all such other agreements and documents as may be required to be executed, delivered and received by the Developer in order to carry out, give effect to and consummate the transactions contemplated by such documents and the Bonds. Each of the Developer Documents, as executed and delivered, constitutes a valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms (except insofar as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles of general application affecting the rights and remedies of creditors and secured parties, and except as rights to indemnity, if any, may be limited by principles of public policy). 5. Representations, Warranties and Covenants. Each of the representations of the Developer set forth in the Developer Documents are true and correct in all material respects as of the date hereof, as if made on the date hereof. All covenants and conditions to be complied with and obligations to be perfonned by the Developer under the Developer Documents on or prior to the date hereof have been complied with and performed, and the Developer is not aware of any reason why it would be unable to comply with any of such covenants, conditions or obligations contained in the Developer Documents. 6. No Default. At the date of this Certificate, no event which would constitute a default or an event of default by the Developer under the Developer Documents, or which, with notice or lapse of time or both, would become such a default or event of default, has occurred and is continuing. 7. No Litigation. There is not pending or, to the knowledge of the Developer, threatened any suit, action, litigation or proceeding at law or in equity, or any basis therefor, against or affecting the Developer before or by any judicial or administrative court or agency or other governmental authority, which would (i) adversely affect any of the transactions contemplated by any of the Developer Documents, (ii) adversely affect the execution, issuance, delivery, validity or enforceability of any of the Developer Documents; (m) question the validity of any of the proceedings for the authorization, execution, or delivery of any of the Developer Documents, (iv) question the organization, existence or powers of the Developer, or the title or authority of any of the officers of the Developer, or (v) question the power or authority of the Developer to execute any of the Developer Documents. S. Limited Offering Memorandum. The Developer has participated in the preparation of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and hereby certifies that the information contained in the Preliminary Limited Offering Memorandum, as of its date, and the Limited Offering Memorandum, as of its date and the date hereof, under the captions "INTRODUCTION — The Project and the Project Area" and — "The Developer", "THE PROJECT AND THE IMPROVEMENTS", and "THE PROJECT AREA" (with the exception of any financial, numerical or statistical data or projections, as to which no opinion is expressed), reasonably and fairly summarize the principal terms and provisions of the Developer, the Project and the agreements described therein, and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. H-2 ro � g .e �n e .= s �h 4 � L �J 7E �L C = PRELIMINARY LIh11TED OFFERING MEMORANDUM DATED '2020 NEW ISSUE Book -Entry Only Gilmore & Bell DRAFT 09/24/2020 Not Rated In the opinion of Gilmore & Bell, P.C., Bond Counsel to the Authority, under existing law and assuming continued compliance with certain requirements of the Internal Revenue Code of 1986, as amended, the interest on the Series 2020 Bonds (including any original issue discount properly allocable to an owner thereof) is excludable from gross income for federal income tax purposes, and is not an item of tax preference for purposes of the federal alternative minimum tax. See "TAX MATTERS" in this Limited Offering Memorandum. $1,975,000* CHUBBUCK DEVELOPMENT AUTHORITY, IDAHO REVENUE ALLOCATION BONDS (PINE RIDGE MAIL PROJECT), SERIES 2020 Dated Date: Date of Delivery Due: November 1, as shown on inside front cover The Series 2020 Bonds are issuable as fully registered bonds and will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), which will act as securities depository for the Series 2020 Bonds. Purchases of Series 2020 Bonds will be made in book -entry form only, through brokers and dealers who are, or who act through, DTC participants. Individual purchases of Series 2020 Bonds will be made in denominations of $50,000 or any multiple of $1,000 in excess thereof Owners of Series 2020 Bonds will not be entitled to receive physical delivery of bond certificates so long as the Series 2020 Bonds are in book -entry form. Payment of the principal and interest with respect to the Series 2020 Bonds will be made directly to DTC or its nominee. Disbursement of such payments to DTC participants is the responsibility of DTC and disbursement of such payments to the beneficial owners is the responsibility of DTC participants. See "THE SERIES 2020 BONDS—Book-Entry-Only System" herein. Payments of semiannual interest on (payable on May I, 2021, and on each May 1, and November I thereafter) and principal of the Series 2020 Bonds will be made directly to DTC or its nominee, Cede & Co, by Zions Bancorporation, National Association, Boise, Idaho, as Paying Agent, so long as DTC or Cede & Co. is the sole registered owner. See "THE SERIES 2020 BONDS—Book-Entry-Only System" herein. The Series 2020 Bonds will be subject to optional redemption prior to maturity as described herein. The Chubbuck Urban Renewal Agency of the City of Chubbuck, Idaho, d/b/a the Chubbuck Development Authority (the "Authority"), is an urban renewal agency created by and existing under the Idaho Urban Renewal Law of 1965, as amended, and is an independent public body corporate and politic of the State of Idaho. The Series 2020 Bonds are being issued to provide funds for the reimbursement of certain costs of acquisition and construction of improvements in the Pine Ridge Mall Urban Renewal Area and for payment of issuance expenses. The Series 2020 Bonds are limited obligations of the Authority and do not constitute a debt or liability of the City of Chubbuck, Idaho (the "City") or of the State of Idaho, its Legislature or any of its political subdivisions or agencies other than the Authority to the extent herein described. Except for the receipt of the incremental tax revenue derived pursuant to Title 50, Chapter 29, Idaho Code, as amended, the Authority is not authorized to levy or collect any taxes or assessments. The Authority has no direct taxing power. PURCHASE OF THE SERIES 2020 BONDS INVOLVES RISKS AND THE SERIES 2020 BONDS ARE NOT SUITABLE INVESTMENTS FOR ALL INVESTORS. SEE `BONDHOLDERS' RISKS" HEREIN. THE UNDERWRITER IS LIMITING THIS INITIAL OFFERING OF THE SERIES 2020 BONDS TO QUALIFIED INSTITUTIONAL BUYERS AND ACCREDITED INVESTORS THAT HAVE BEEN SPECIFICALLY IDENTIFIED TO INITIALLY PURCHASE THE SERIES 2020 BONDS (EACH A5 DEFINED HEREIN AND TOGETHER, "QUALIFIED INVESTORS"). ANY SUBSEQUENT TRANSFER OR SALE OF THE SERIES 2020 BONDS ARE LIMITED TO QUALIFIED INVESTORS. This cover page contains general information for quick reference only. It is not intended as a summary of this transaction. Investors are advised to read the entire Limited Offering Memorandum, paying particular attention to those matters appearing under `BONDHOLDERS' RISKS," to obtain information essential to making an informed investment decision. The Series 2020 Bonds are offered, when, as and if issued by the Authority, subject to an approving legal opinion of Gilmore & Bell, P.C., Salt Lake City, Utah, Bond Counsel to the Authority, and certain other conditions. Certain legal matters will be passed on for the Authority by Racine Olson, PLLP; and for the Developer (as defined herein) by Polsinelli PC, Kansas City, Missouri. The Underwriter is being represented by its counsel, Lewis Rice LLC. Zions Public Finance, Inc. has acted as municipal advisor to the Authority in connection with the issuance of the Series 2020 Bonds. It is expected that the Series 2020 Bonds in book -entry form will be available for delivery to DTC or its agent on or about 2020, This Limited Offering Memorandum is dated 2020, and the information contained herein speaks only as of that date. Preliminary; subject to change. STIFEL $1,975,000* CHUBBUCK DEVELOPMENT AUTHORITY, IDAHO REVENUE ALLOCATION BONDS (PINE RIDGE MALI. PROJECT), SERIES 2020 MATURITIES, AMOUNTS, INTEREST RATESNMLDS* $1,975,000' % Term Bond Due November 1, 2029*; Price %; CUSIP' Preliminary; subject to change. T The above -referenced CUSIP number(s) have been assigned by an independent company not affiliated with the parties to this bond transaction and are included solely for the convenience of the holders of the Series 2020 Bonds. None of the Authority, the Trustee or the Underwriter is responsible for the selection or uses of such CUSIP numbers, and no representation is made as to its correctness on the particular Series 2020 Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2020 Bond as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities. This Limited Offering Memorandum does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of, the Series 2020 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. No dealer, broker, salesman or other person has been authorized to give any information or to make any representations other than those contained herein, and if given or made, such other information or representations must not be relied upon as having been authorized by the Authority, the Developer, or any other entity. All information contained herein has been obtained from the Authority, the Developer, and from other sources which are believed to be reliable. The information set forth herein with respect to the book - entry system has been furnished by DTC. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Limited Offering Memorandum nor the issuance, sale, delivery or exchange of the Series 2020 Bonds, shall under any circumstances create any implication that there has been no change in the affairs of the Authority, the Project Area, or the Developer since the date hereof. All inquiries relating to this Limited Offering Memorandum and the offering contemplated herein should be directed to the Underwriter. Prospective investors may obtain additional information from the Underwriter or the Authority which they may reasonably require in connection with the decision to purchase any of the Series 2020 Bonds from the Underwriter. The Series 2020 Bonds have not been registered under the Securities Act of 1933, as amended, in reliance upon exemptions contained in such act. Any registration or qualification of the Series 2020 Bonds in accordance with applicable provisions of the securities laws of the states in which the Series 2020 Bonds have been registered or qualified and the exemption froin registration or qualification in other states cannot be regarded as a recommendation thereof. The Underwriter has provided the following sentence for inclusion in this Limited Offering Memorandum: The Underwriter has reviewed the information in this Lunited Offering Memorandum 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 Underwriter does not guarantee the accuracy or completeness of such information. EACH INVESTOR IS RESPONSIBLE FOR ASSESSING THE MERITS AND RISKS OF AN INVESTMENT IN THE SERIES 2020 BONDS AND MUST BE ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT IN THE SERIES 2020 BONDS. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE AUTHORITY, THE DEVELOPER, THE PROJECT AREA AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2020 BONDS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS LIMITED OFFERING MEMORANDUM_ ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. CAUTIONARY STATEN ENTS REGARDING FORWARD-LOOKING STATEMENTS IN THIS LIMITED OFFERING MEMORANDUM Certain statements included or incorporated by reference in this Limited Offering Memorandum constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as "plan," "project," "forecast," "expect," "estimate," "budget' or other similar words. The forward-looking statements in this Limited Offering Memorandum are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR 4844-9745-1465, v. 3 ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS, THE AUTHORITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD- LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR. The yields at which the Series 2020 Bonds are offered to the public may vary from the initial reoffering yields on the cover page of this Limited Offering Memorandum. In connection with this offering, the Underwriter may engage in transactions that stabilize, maintain or otherwise affect market prices of the Series 2020 Bonds. Such transactions, if commenced, may be discontinued at any time. THE UNDERWRITER IS LIMITING THIS OFFERING TO QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A PROMULGATED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")), AND ACCREDITED INVESTORS THAT HAVE BEEN SPECIFICALLY IDENTIFIED TO INITIALLY PURCHASE THE SERIES 2020 BONDS (AS DEFINED IN RULE 501(A) OF REGULATION D PROMULGATED PURSUANT TO THE SECURITIES ACT AND TOGETHER WITH THE QUALIFIED INSTITUTIONAL BUYERS, THE "QUALIFIED INVESTORS"). ANY SUBSEQUENT TRANSFER OR SALE OF TELE SERIES 2020 BONDS ARE LIMITED TO QUALIFIED INVESTORS, THIS LIMITED OFFERING MEMORANDUM, IS NOT, AND SHALL NOT BE DEEMED TO CONSTITUTE, AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY REAL ESTATE, WHICH MAY ONLY BE MADE PURSUANT TO OFFERING DOCUMENTS SATISFYING APPLICABLE FEDERAL AND STATE LAWS RELATING TO THE OFFER AND SALE OF REAL ESTATE. 4844-9745-1465, v. 3 $1,975,000` CHUBBUCK DEVELOPMENT AUTHORITY, IDAHO REVENUE ALLOCATION BONDS (PINE RIDGE MALL PROJECT), SERIES 2020 5160 Yellowstone Chubbuck, Idaho 83202 (208)237-2400 BOARD OF DIRECTORS AnnetteBaumeister..........................................................................................................................................Chair RickKeller.............................................................................................................................................. Vice -Chair Mccinna Price........................................................... .... Director ...................................................... JeffHough.................................................................................................................................................. Director DeloyStuart................................................................................................................................................ Director DanielHeiner.............................................................................................................................................. Director KrystalHarmon..................................................................................................................................... .. Director AUTHORITY ADMINISTRATION DevinHillam............................................................................................................................... Executive Director JoeyBowers.....................................................................................................................................................Clerk TRUSTEE, PAYING AGENT & REGISTRAR Zions Bancorporation, National Association 800 West Main Street, Suite 700 Boise, Idaho 83702 (208)501-7493 DEVELOPER Farmer Holding Company 221 Bolivar Street, Suite 400 Jefferson City, Missouri 65101 (573) 635-2255 UNDERWRITER Stifel, Nicolaus & Company, Incorporated 501 North Broadway, I Oh Floor St. Louis, Missouri 63102 (314) 342-4002 UNDERWRITER'S COUNSEL Lewis Rice LLC 600 Washington Avenue, Suite 2500 St. Louis, Missouri 63101 (314) 444-1341 Preliminary; subject to change. 4844-9745-1465, v. 3 MUNICIPAL ADVISOR TO THE AUTHORITY Zions Public Finance, Inc. 800 West Main Street, Suite 700 Boise, Idaho 83702 (208)501-7533 DEVELOPER COUNSEL Polsinelli PC 900 West 48th Place, Suite 900 Kansas City, Missouri 64112 (816) 364-4244 BOND COUNSEL Gilmore & Bell, P.C. 15 West South Temple, Suite 1450 Salt Lake City, Utah 84101 (801) 364-5080 COUNSEL TO THE AUTHORITY Racine Olson, PLLP 201 East Center Street Pocatello, Idaho 83204 (208)232-6101 Table of Contents INTRODUCTION................................................... I Bondholders' Risks..............................................1 The Authority and the City...................................2 The Project and the Project Area..........................2 The Developer.....................................................2 The Series 2020 Bonds.........................................2 APPENDIX C FORM OF THE INDENTURE ... Security for the Series 2020 Bonds.......................3 Revenue Study.....................................................3 Conditions of Delivery, Anticipated Date, Manner and Place of Delivery...........................................3 TaxStatus............................................................3 Investment Considerations...................................3 Limited Offering ..................................................4 Continuing Disclosure..........................................4 Contact Persons...................................................4 Other Information................................................4 ESTIMATED SOURCES AND USES OF FUNDS. 5 THE SERIES 2020 BONDS .................................... 5 Principal Amount, Date, Interest Rate and Maturity....................................... . ....................... 5 Fonu, Denomination and Registration ..................5 Book -Entry Only System.....................................5 Trustee, Paying Agent and Registrar.....................6 Redemption Provisions........................................6 Transfer and Exchange.........................................6 SECURITY FOR THE BONDS ..............................7 Limited Obligations; Sources of Payment.............7 Pledged Revenues................................................7 Revenue Allocation Fund.....................................8 Debt Service Reserve Fund..................................8 Additional Bonds.................................................9 THE AUTHORITY.................................................9 General................................................................ 9 THE PROJECT AREA..........................................10 General..............................................................10 Project Area ....................................................... l l TheProject........................................................11 Ownership of the Mall.......................................14 Summary of Mall Tenants..................................15 Project Improvements and Financing..................16 PLEDGED REVENUES.......................................17 Tax Levies and Collections in the Project Area... 19 Factors Affecting Projection of Revenue Available for Debt Service on the Series 2020 Bonds .........18 Structuring Assumptions....................................19 Projected Average Life of the Bonds ..................21 BONDHOLDERS' RISKS....................................21 General.............................................................. 21 Nature of the Obligations... ........ ....................... 21 Forward -Looking Statements ............................. 22 Financial Feasibility of the Project Area.............22 Environmental Conditions..................................22 No Mortgage of the Mall or Other Property within iv 4844-9745-1465, v. 3 Page the Project Area ............................................... Risk of Failure to Maintain Levels of Assessed Valuations or to Pay Property Taxes ................ Concentration of Ownership ............................ Changes in State and Local Tax Laws .............. Limitations on Remedies ................................. Revenue Study ................................................ Changes in Economic Conditions ..................... No Debt Service Reserve Requirement ............ Determination of Taxability ............................. Riskof Audit ................................................... Loss of Premium Upon Early Redemption ....... Defeasance Risks ............................................. Additional Bonds ............................................. Bonds Not Rated ............................................. Limited Secondary Market ............................... Potential Impact of the Coronavirus ................. Limitation on Pledged Revenues ...................... NORATING ...................................................... LITIGATION..................................................... APPROVAL OF LEGALITY ............................. TAX MATTERS ................................................ Opinion of Bond Counsel ................................ Other Tax Consequences ................................. UNDERWRITING ............................................. MUNICIPAL ADVISOR .................................... CONTINUING DISCLOSURE ........................... REVENUE STUDY ............................................ MISCELLANEOUS ........................................... APPENDIX A THE URBAN 22 .. 23 _23 _23 _24 .. 24 .. 24 .. 24 .. 24 _25 .. 25 .. 25 .. 25 .. 26 -.26 .. 26 .. 26 _27 .. 27 .. 27 .. 27 _27 -.28 .. 29 .. 29 .. 29 .. 30 -.30 RENEWAL PLAN ........................................... A -I APPENDIX B MARKET ANALYSIS AND VALUATION STUDY ........................... B-1 APPENDIX C FORM OF THE INDENTURE ... C-1 APPENDIX D FORM OF OPINION OF BOND COUNSEL ........................................... D-1 APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT .................. ....... E-1 APPENDIX F PROVISIONS REGARDING BOOK -ENTRY SYSTEM.................................F-1 APPENDIX G FORM OF INVESTOR LETTER ...................................... G-1 Moreland Rockford Riverside 39 r vn. W Pingre-e Gibsc Springfield (aD Sterling Aberdeen (5� Fairview CT�111 American Falls C31 Bann-ock Fort Hail 0 Tyhee Chubbuck Pocatello City of Chubbuck, Idaho and Surrounding Area V 4844-9745-1465, V. 3 Portneuf Inkom LIMITED OFFERING MEMORANDUM RELATING TO $1,975,000* CHUBBUCK DEVELOPMENT AUTHORITY, IDAHO REVENUE ALLOCATION BONDS (PINE RIDGE MALL PROJECT), SERIES 2020 INTRODUCTION This Limited Offering Memorandum, including the cover page and appendices, is furnished by the urban renewal agency of the City of Chubbuck, Idaho, d/b/a the Chubbuck Development Authority (the "Authority"), an independent public body corporate and politic of the State of Idaho (the "State"), in connection with the offering of $1,975,000` principal amount of its Revenue Allocation Bonds (Pine Ridge Mall Project), Series 2020 (the "Series 2020 Bonds"). The Series 2020 Bands are issued pursuant to (i) resolutions adopted by the governing body of the Authority (the "Board"), on March 24, 2020 and September [29], 2020 (together, the "Bond Resolution"); (ii) a Trust Indenture dated as of September 1, 2020 (the "Indenture"), by and between the Authority and Zions Bancorporation, National Association, as trustee (the "Trustee"); and (iii) the Idaho Urban Renewal Law of 1965, Title 50, Chapter 20, Idaho Code, as amended (the "Urban Renewal Law"), and the Local Economic Development Act, constituting Title 50, Chapter 29, Idaho Code, as amended (the "Development Act" and together with the Urban Renewal Law, the "Act"). Capitalized terms used herein, and not otherwise defined shall have the meanings given to such terms in the Indenture. A copy of the Indenture in substantially final form is attached hereto as APPENDIX C. The Series 2020 Bonds are being issued to reimburse Pine Ridge Mall !C, LLC, a Missouri limited liability company (the "Developer") for certain improvements (the "Improvements") relating to the renovation, reconstruction, and repair of a retail development known as the Pine Ridge Mall (the "Mall" or the "Project"). The Mall is a part of the Authority's Pine Ridge Mall Urban Renewal Area (the "Project Area") which was authorized by the Authority's Pine Ridge Mall Urban Renewal Area and Improvement Plan adopted by ordinance of the City of Chubbuck, Idaho (the "City"), on August 3, 2016 (the "Urban Renewal Plan"). Proceeds from the Series 2020 Bonds will also be used to pay costs of issuing the Series 2020 Bonds. Brief descriptions and summaries follow of the Series 2020 Bonds, the Indenture, the Amended and Restated Development Agreement (the "Development Agreement'), executed in 2017, and further amended on March 19, 2020, by and among the City, the Authority, and the Developer, the Authority, the Project Area, and the Project. Those descriptions and summaries do not purport to be comprehensive or definitive. Alt references in this Limited Offering Memorandum to the Bond Resolution, the Indenture, and the Development Agreement are qualified by reference to such documents in their entirety. All references to the Series 2020 Bonds are qualified by reference to the definitive farm of the Series 2020 Bonds included in the Indenture and are further qualified by reference to bankruptcy laws and other laws affecting creditors' rights and to the exercise of judicial discretion. Bondholders' Risks Certain events could affect the timely repayment of the principal of and interest on the Series 2020 Bonds when due. See the section of this Limited Offering Memorandum entitled `BONDHOLDERS' RISKS" for a discussion of certain factors that should be considered, in addition to other matters set forth herein, in evaluating an investment in the Series 2020 Bonds. The Series 2020 Bonds are not rated by any nationally recognized rating agency. The purchase of the Series 202O Bonds involves significant risks and the Series BOZO Bonds are not writable investments. far all investors. See `BONDHOLDERS' RISKS," herein. Preliminary; subject to change, The Authority and the City The Authority is the urban renewal agency for the City, created by and existing under the Idaho Urban Renewal Law of 1965, as amended, and is an independent public body corporate and politic of the State. The City is located in Bannock County, Idaho, immediately north of the City of Pocatello, in the southeastern area of the State. The estimated 2019 population of the City was 15,588, according to the annual estimate of the U.S. Census Bureau. THE OBLIGATION OF THE AUTHORITY WITH RESPECT TO THE SERIES 2020 BONDS IS A SPECIAL, LIMITED OBLIGATION OF THE AUTHORITY PAYABLE SOLELY FROM THE PLEDGED REVENUES. ALTHOUGH INFORMATION REGARDING THE AUTHORITY IS INCLUDED IN THIS LIMITED OFFERING MEMORANDUM, SUCH INCLUSION SHOULD NOT BE CONSTRUED TO MEAN THAT THE AUTHORITY IS PROVIDING FOR PAYMENT OF THE SERIES 2020 BONDS OTHER THAN FROM THE SOURCES DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE. SEE "SECURITY FOR THE BONDS" AND `BONDHOLDERS' RISKS—Limited Obligations" HEREIN. The Project and the Project Area The City designated the Project Area in June 2015 as a deteriorated or deteriorating area. The Urban Renewal Law requires the Authority to prepare an urban renewal plan, which must be approved by the City Council of the City (the "City Council"). On June 29, 2016, the Authority recommended adoption of the Urban Renewal Plan which provided for the Project Area. After duly held public hearings on the Urban Renewal Plan, on August 3, 2016, the City Council adopted its Ordinance No. 759 approving the Urban Renewal Plan and the Revenue Allocation Area within the Project Area. The Urban Renewal Plan currently provides that its revenue allocation and tax increment provisions shall continue for taxes levied through 2036 and collected through 2037. The Project includes an enclosed shopping mall and adjacent outparcels located within the City, near Interstate 86. The main building of the Mall includes approximately 674,000 square feet of retail space and currently houses a number of business including C -A -L Ranch Stores, Hobby Lobby, JC Penney, and Planet Fitness. Outparcel tenants include businesses such as Red Lobster restaurant, Panera Bread, Discount Tire, and Wells Fargo Bank. The Improvements consist of certain Eligible Costs (as defined herein) already paid by the Developer related to infrastructure enhancement, constriction of facilities, upgrades of utilities, site preparation work, road enhancement, and other associated work to facilitate development within the Project Area. The Developer Pine Ridge Mall JC, LLC, is a Missouri limited liability company, and is the master developer in the Pine Ridge Mall Renewal Area. The Developer is also owner of approximately 63% of the property within the Project Area. The Developer is owned by Farmer Group LLC, a Missouri limited liability company. The Series 2020 Bonds The Series 2020 Bonds are being issued pursuant to the Bond Resolution, the Indenture, and the Act The Series 2020 Bonds mature in the amounts and on the dates and bear interest at the rates shown on the inside front cover page of this Limited Offering Memorandum, The Series 2020 Bonds will be issued only as fully registered bonds under a book -entry only system maintained by The Depository Trust Company, New York, New York ("DTC"). The Series 2020 Bonds will be registered initially in the name of Cede & Co., as bondowner and nominee for DTC. Individual purchases of the Series 2020 Bonds will be made, in denominations of $50,000 or any multiple of 51,000 in excess thereof. Individual purchases will be made in the principal amount of $50,000 and in multiples thereof. Beneficial Owners (as hereinafter defined) of the Series 2020 Bonds will not be entitled to receive physical delivery of bond certificates so long as DTC or a successor securities depository acts as the securities depository with respect to the Series 2020 Bonds. 4644-9745-1465, Y. 3 The Series 2020 Bonds will be dated the date of their initial delivery, and will bear interest from such date to maturity. Interest on the Series 2020 Bonds will be paid on May 1 and November 1 of each year commencing May 1, 2021, by Zions Bancorporation, National Association, as Paying Agent. So long as DTC or its nominee is the registered owner of the Series 2020 Bonds, payments of principal of and interest ("debt service") on the Series 2020 Bonds will be made directly to DTC, which, in turn, is obligated to remit such payments to its participants for subsequent disbursement to Beneficial Owners of the Series 2020 Bonds, as described herein under "APPENDIX G— PROVISIONS REGARDING BOOK -ENTRY SYSTEM." The Series 2020 Bonds are subject to redemption prior to maturity. See "THE SERIES 2020 BONDS Redemption" herein. Security for the Series 2020 Bonds The Series 2020 Bonds are payable from the Pledged Revenues, that consist of the Incremental Tax Revenues from the Project Area, and money and investments in the Bond Fund, as established by the Indenture. As security for the Series 2020 Bonds, the Authority has pledged all Pledged Revenues for payment of the Series 2020 Bonds and any Additional Bonds allowed under the Indenture. The Series 2020 Bonds and any Additional Bonds that may be issued pursuant to the Indenture are collectively referred to herein as the `Bonds." The Series 2020 Bonds are not general obligations of the Authority, the City, the State or any other political subdivision. The Series 2020 Bonds are special limited obligations of the Authority payable solely from the Pledged Revenues described under "SECURITY FOR THE BONDS" herein. Revenue Study A study entitled "Pine Ridge TIF District Market Analysis and Valuation Study," dated August 7, 2020, (the "Revenue Study") has been prepared by PGAV Planners, St. Louis Missouri, and is attached hereto as APPENDIX B. The Revenue Study makes certain assumptions and depends on certain conditions that are more fully described therein. The Authority, the Developer, the Municipal Advisor and the Underwriter make no representation or warranty (express or implied) as to the accuracy or completeness of any financial, technical or statistical data or any estimates, projections, assumptions or expression of opinion set forth in the Revenue Study. Conditions of Delivery, Anticipated Date, Manner and Place of Delivery The Series 2020 Bonds are offered when, as, and if issued and received by the initial purchasers thereof, subject to the approval of their legality by Gilmore & Bell, P.C., Salt Lake City, Utah, Bond Counsel to the Authority, and certain other conditions. Certain legal matters will be passed on for the Authority by Racine Olson, PLLP, and for the Developer by Polsinelli PC, Kansas City, Missouri. The Underwriter is being represented by its counsel, Lewis Rice LLC. Zions Public Finance, Inc. has acted as municipal advisor to the Authority in connection with the issuance of the Series 2020 Bonds. It is expected that the Series 2020 Bonds will be available for delivery to DTC or its agent on or about 2020. Tax Status In the opinion of Gilmore & Bell, P.C., Bond Counsel to the Authority, under existing law and assuming continued compliance with certain requirements of the Internal Revenue Code of 1986, as amended, the interest on the Series 2020 Bonds (including any original issue discount properly allocable to an owner thereof) is excludable from gross income for federal income tax purposes, and is not an item of tax preference for purposes of the federal alternative minimum tax. See "TAX MATTERS" in this Limited Offering Memorandum. Bond Counsel expresses no opinion regarding any other tax consequences relating to ownership or disposition of or the accrual or receipt of interest on the Series 2020 Bonds. Investment Considerations AN INVESTMENT IN THE SERIES 2020 BONDS INVOLVES SIGNIFICANT RISK. Prospective investors should read this Limited Offering Memorandum in its entirety to obtain information essential to the making 4844-9745-1465, v. 3 of an informed investment decision, giving particular attention to the matters discussed in "SECURITY FOR THE BONDS" and "BONDHOLDERS' RISKS." Limited Offering The Underwriter is limiting this offering to Qualified Institutional Buyers (as defined in Rule 144a promulgated pursuant to the Securities Act of 1933, as amended (the "Sccurities Act")), and Accredited Investors that have been specifically identified to initially purchase the Series 2020 Bonds (as defined in Rule 501(a) of Regulation D promulgated pursuant to the Securities Act and together with the Qualified Institutional Buyers, the "Qualified Investors")_ Any subsequent transfers or sale of the Series 2020 Bonds are limited to Qualified Investors. Initial purchasers of the Series 2020 Bonds will be required to execute an investor letter in the form attached hereto as Appendix G. There is no requirement that subsequent purchasers of the Series 2020 Bonds execute an investor letter; however, each subsequent purchaser of the Series 2020 Bonds will be deemed to have represented and warranted that it is a Qualified Investor. Continuing Disclosure The Authority will execute a Continuing Disclosure Agreement at the time of the issuance of the Series 2020 Bonds for the benefit of the Owners of the Series 2020 Bonds to provide (i) certain annual financial information and operating data to the Municipal Securities Rulemaking Board (the "MSRB") and (ii) notice of certain material events to the MSRB. See APPENDIX E attached hereto and incorporated herein by reference for a form of the Continuing Disclosure Agreement that will be executed and delivered by the Authority. See "CONTINUING DISCLOSURE" herein. Contact Persons The chief contact person for the Authority is: Devin HiIlam, Executive Director Chubbuck Development Authority 5160 Yellowstone Avenue Chubbuck, Idaho 83202 (208)237-2400 dhillam a,cityofchubbuck.us Additional requests for information relating to the Series 2020 Bonds may be directed to the Authority's municipal advisor: Christian Anderson, Vice President Zions Public Finance, Inc. 800 West Main Street, Suite 700 Boise, Idaho 83702 (208)501-7533 christian.anderson cr,zionsbancorp.corn Other Information This Limited Offering Memorandum speaks only as of its date, and the information contained herein is subject to change. Brief descriptions of the Authority, the Project, the Developer, the Series 2020 Bonds, and the Indenture are included in this Limited Offering Memorandum. Such descriptions do not purport to be comprehensive or definitive. All references herein to the Series 2020 Bonds are qualified in their entirety by reference to the form thereof included in the Indenture and the information with respect thereto included in the aforementioned document, copies of which are available for inspection at the principal office of the Trustee on or after the delivery of the Series 2020 Bonds. During the period of the offering of the Series 2020 Bonds, copies of the preliminary form of such documents will be available from the "contact persons" as indicated above. Also see "APPENDIX C—FORM OF THE INDENTURE." 4 4844-9745-1465, v. 3 ESTLMATED SOURCES AND USES OF FUNDS The following table sets forth the estimated sources and uses of fiends of the Series 2020 Bonds. Sources of Funds Par Amount of Series 2020 Bonds [Net] Reoffering Premitan Total Sources of Fends Uses of Funds [Project Fund] Costs of Issuance(`). Total Uses of Funds Includes legal fees, paying agent and trustee fees, fees and expenses of the Authority's Municipal Advisor, Underwriter's discount, and other miscellaneous fees and expenses. THE SERIES 2020 BONDS Principal Amount, Date, Interest Rate and Maturity The Series 2020 Bonds will be issued in the aggregate principal amount of the Series 2020 Bonds set forth on the inside cover page hereof and will be dated and bear interest from the date of their initial delivery. The Series 2020 Bonds will mature on November 1 of the years and in the amounts and bear interest at the rates set forth on the inside cover page of this Limited Offering Memorandum. The Series 2020 Bonds will bear interest (payable semi- annually on May 1 and November 1 cotninencing May 1, 2021) until maturity. Interest on the Series 2020 Bonds will be computed on the basis of a 360 -day year consisting of twelve 30 -day months. Form, Denomination and Registration The Series 2020 Bonds will be issued in frilly registered form in denominations of $50,000 or any multiple of $1,000 in excess thereof provided that no single Bond shalt represent more than one maturity. Individual purchases will be made in the principal amount of $50,000 and in multiples thereof in book -entry forni only. Purchasers will not receive a bond certificate representing their ownership interest in the Series 2020 Bonds. The Series 2020 Bonds, when issued, will be registered in the name of Cede & Co_, as registered owner and nominee of DTC. Book -Entry Only System DTC will act as securities depository for the Series 2020 Bonds through its nominee, Cede & Co. One fully registered bond in a denomination equal to the principal amount and maturity of the Series 2020 Bonds will be registered in the name of Cede & Co. Individual purchases of Series 2020 Bonds will be made in book -entry only form, and beneficial owners of the Series 2020 Bonds will not receive physical delivery of bond certificates, except as described in APPENDIX G. Upon receipt of payments of principal and interest, DTC will remit such payment to DTC participants for subsequent disbursement to the beneficial owners of the Series 2020 Bonds. For a more complete description of the book -entry only system, see "APPENDIX G PROVISIONS REGARDING BOOK -ENTRY SYSTEM." So long as Cede & Co. is the registered owner of the Series 2020 Bonds, references herein to the Registered Owners, Bondowners or Bondholders will mean Cede & Co. and will not mean the `Beneficial Owner" of the Series 2020 Bonds. In this Limited Offering Memorandum, the term `Beneficial Owner" means the person for whom a DTC participant acquires an interest in the Series 2020 Bonds. 4844-9745-1465, v. 3 Trustee, Paying Agent and Registrar Zions Bancorporation, National Association, a national banking association, will act as the initial Trustee, Paying Agent and Registrar for the Series 2020 Bonds. The principal of, premium, if any, and interest on the Series 2020 Bonds will be payable by the Paying Agent to DTC which, in turn, will remit such principal, premium, if any, and interest to its participants for subsequent disbursement to the Beneficial Owners of the Series 2020 Bonds. Redemption Provisions [Optional Redemption. The Series 2020 Bonds are subject to optional redemption by the Authority on and after , 20 , in whole or in part at any time, at the redemption price of 100% of the principal amount to be redeemed, plus accrued interest to the redemption date.] Special Mandatory Redemption. The Series 2020 Bonds are subject to special mandatory redemption by the Authority in order of maturity on any Payment Date commencing May 1, 2021, at the redemption price of 100% of the principal amount being redeemed, plus accrued interest thereon to the redemption date, in an amount equal to the amount that is on deposit in the Redemption Account of the Debt Service Fund 40 days prior to each Payment Date (or if such date is not a Business Day, the immediately preceding Business Day). The Series 2020 Bonds are subject to special mandatory redemption by the Authority, in whole but not in part, on any date if moneys in the Bond Payment Account of the Debt Service Fund and the Redemption Account of the Debt Service Fund are sufficient to redeem all of the Series 2020 Bonds at a redemption price of 100% of the Series 2020 Bonds Outstanding, together with accrued interest thereon to the redemption date. Selection for Redemption. When less than all of the Outstanding Series 2020 Bonds are to be redeeuned and paid prior to maturity pursuant to optional redemption, such Series 2020 Bonds or portions of Series 2020 Bonds to be redeemed shall be selected in Authorized Denominations by the Trustee in such equitable manner as it may determine. Notice of Redemption. Unless waived by any Owner of Series 2020 Bonds to be redeemed, official notice of any redemption of any Series 2020 Bond shall be given by the Trustee on behalf of the Authority by mailing a copy of an official redemption notice by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to the Owner of the Series 2020 Bond or Bonds to be redeemed at the address shown on the Register. Transfer and Exchange Any Series 2020 Bond may be transferred only to Qualified Investors and only upon the Register upon surrender thereof to the Trustee duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or their attorney or legal representative in such form as shall be satisfactory to the Trustee. Upon any such transfer, the Authority shall execute and the Trustee shall authenticate and deliver in exchange for such Series 2020 Bond a new fully -registered Bond or Bonds, registered in the name of the transferee, of the same series and maturity and of any Authorized Denomination. Any Series 2020 Bond, upon surrender thereof at the payment office of the Trustee, together with an assigmnent duly executed by the Owner or his attorney or legal representative in such form as shall be satisfactory to the Trustee, may, at the option of the Owner thereof, be exchanged for Series 2020 Bonds of the same series and maturity, of any Authorized Denomination, bearing interest at the same rate, and registered in the name of the Owner. In all cases in which Series 2020 Bonds are exchanged or transferred under the Indenture, the Authority shall execute and the Trustee shall authenticate and deliver at the earliest practicable time Series 2020 Bonds in accordance with the provisions of the Indenture. All Series 2020 Bonds surrendered in any such exchange or transfer shall forthwith be canceled by the Trustee. The Authority or the Trustee may make a charge against each Owner requesting a transfer or exchange of Series 2020 Bonds for every such transfer or exchange of Series 2020 Bonds sufficient to reimburse it for any tax or 4844-9745-1465, v. 3 other govermnental charge required to be paid with respect to such transfer or exchange, the cost of printing, if any, each new Series 2020 Bond issued upon any transfer or exchange and the reasonable expenses of the Authority and the Trustee in connection therewith, and such charge shall be paid before any such new Series 2020 Bond shall be delivered. The Authority or the Trustee may levy a charge against an Owner sufficient to reimburse it for any governmental charge required to be paid in the event the Owner fails to provide a correct taxpayer identification number to the Trustee. Such charge may be deducted from amounts otherwise due to such Owner under the Indenture or under the Series 2020 Bonds. At reasonable times and under reasonable regulations established by the Trustee, the Register may be inspected and copied by the Authority or the Owners (or a designated representative thereof) of 10% or more in principal amount of Series 2020 Bonds then Outstanding, such ownership and the authority of any such designated representative to be evidenced to the satisfaction of the Trustee. The Person in whose name any Series 2020 Bond is registered on the Register shall be deemed and regarded as the absolute owner of such Series 2020 Bond for all purposes, and payment of or on account of the principal of and interest on any such Series 2020 Bond shall be made only to or upon the order of the Owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Series 2020 Bond, including the interest thereon, to the extent of the sum or sums so paid. SECURITY FOR THE BONDS Limited Obligations; Sources of Payment The Bonds and the interest thereon are special, limited obligations of the Authority, payable solely from the Pledged Revenues and other moneys pledged thereto, as provided in the Indenture. Subject to the limitations contained in the Indenture, the Authority will pledge and assign moneys in the Revenue Allocation Fund, the Debt Service Fund and the Debt Service Reserve Fund to the Owners of the Bonds as security for the payment of the Bonds and the interest thereon. Pursuant to the Development Agreement and the Indenture, the Authority has pledged to transfer to the Trustee for application to the payment of the Bonds the Incremental Tax Revenues. THE. BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE AUTHORITY, THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL, CHARTER OR STATUTORY PROVISION OR LIMITATION. THE ISSUANCE OF THE BONDS SHALL NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE THE AUTHORITY, THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY ANY FORM OF TAXATION THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT, THE AUTHORITY HAS NO TAXING POWER. Pledged Revenues Under the Indenture "Pledged Revenues" are defined as (a) Incremental Tax Revenues received by the Authority pursuant to the Act as provided in the Urban Renewal Plan; (b) moneys in the Bond Fund; and (c) investment earnings on money held in the Bond Fund and Debt Service Reserve Fund. "Incremental Tax Revenues" are the incremental tax revenues received by the Authority pursuant to the Act, as provided in the Urban Renewal Plan and in the Development Plan; provided, however that in no event shall Incremental Tax Revenues exceed the total amount of approved Eligible Costs (as defined herein); provided further that all Incremental Tax Revenues used to repay the debt service of the Bonds shall reduce the amount of approved Eligible Costs; and provided further that Incremental Tax Revenues shall be used only as provided below under "Revenue Allocation Fund," until such time as the Bonds are no longer outstanding as provided in the indenture. "Eligible Costs" are those costs which are authorized by the Urban Renewal Plan and certified by the Developer as of the date of issuance of the Series 2020 Bonds and not previously reimbursed. As of the date of issuance of the Series 2020 Bonds, the amount of Eligible Costs is equal to $2,782,189. 4844-9745-1465, v. 3 Revenue Allocation Fund The Revenue Allocation Fund shall be held separate and apart from all other funds of the Authority. The Authority shall deposit the Incremental Tax Revenues with the Trustee on March 1 and September 1 (or in the event the County has not disbursed the Incremental Tax Revenues to the Authority by those dates, no later than five Business Days after receipt by the Authority thereof) of each year while the Bonds are Outstanding or until an amount equal to the amount of Eligible Costs has been paid. The Trustee shall deposit to the Revenue Allocation Fund, as and when received, the Incremental Tax Revenues and thereafter the Trustee shall transfer moneys held in the Revenue Allocation Fend in the following order of priority: First, transfer to the Rebate Fund, when necessary, an amount sufficient to pay rebate, if any, to the United States of America, owed under Section 148 of the Code, as directed in writing by the Authority (or the City on behalf of the Authority) in accordance with the Tax Compliance Agreement; Second pay to the Trustee or any Paying Agent, the amount of any fees, charges, costs and expenses that are due and owing to the Trustee or any Paying Agent, upon delivery to the Authority of an invoice for such amounts (provided, however, that payments to the Trustee and any Paying Agent may not exceed $5,000 in any year, except as otherwise provided in the Indenture); D ird, pay to the Authority, Administrative Costs (defined as the Authority's annual administrative fee of $15,000, plus any other applicable administrative expenses, such as dissemination/disclosure expenses (to the extent such fees have not been included in Tnestee's expenses); provided that Administrative Costs shall not exceed $20,000 annually); Fourth, transfer to the Bond Payment Account of the Debt Service Fund, an amount sufficient to pay the interest on the Bonds on the next two Payment Dates, Fifth, transfer to the Bond Payment Account of the Debt Service Fund, an amount sufficient to pay the principal of and premium, if any, due on the Bonds by their terms on the next Payment Date; Sixth, transfer to the Debt Service Reserve Fund, such amount as may be required to restore any deficiency if the amount on deposit therein is less than the Debt Service Reserve Requirement; and Seventh, transfer to the Redemption Account of the Debt Service Fund, all remaining moneys in the Revenue Allocation Fund, to the extent required to redeem the Bonds pursuant to special mandatory redemption as described in the Indenture. Debt Service Reserve Fund The Indenture provides for a Debt Service Reserve Fund to be funded in the amount of the Debt Service Reserve Requirement for each series of Bonds issued under the Indenture. However, there is no Debt Service Reserve Requirement for the Series 2020 Bonds and a Debt Service Reserve Fund will not be funded. Except as otherwise provided in the Indenture, moneys in the Debt Service Reserve Fund shall be used by the Trustee without ftirther authorization solely for the payment of the principal of and interest on the Bonds if moneys otherwise available for such purpose as provided in the Indenture are insufficient to pay the same when due and payable. If the balance of moneys in the Bond Payment Account of the Debt Service Fund is insufficient to pay principal of or interest on the Bonds when due and payable, moneys in the Debt Service Reserve Fund shall be transferred into the Bond Payment Account of the Debt Service Fund in an amount sufficient to make up such deficiency. The Trustee may use moneys in the Debt Service Reserve Ftmd for such purpose whether or not the amount in the Debt Service Reserve Fund at that time equals the Debt Service Reserve Requirement. Such moneys shall be used first to makeup any deficiency in the payment of interest and then principal. Moneys in the Debt Service Reserve Fund shall also be used to pay the last Bonds of the applicable series becoming due unless such Bonds and all interest thereon are otherwise paid. The amotmt on deposit in each account of the Debt Service Reserve Fund shall be valued by the Trustee 45 days prior to each Payment Date (or if such date is not a Business Day, the immediately preceding Business Day) and the Trustee shall give prompt written notice to the Authority if such amount is less than 4844-9745-1485, v. 3 the Debt Service Reserve Requirement_ For the purpose of detennining the amount on deposit in the Debt Service Reserve Fund, the value of any investments shall be valued at their fair market value on the date of valuation. Moneys in the Debt Service Reserve Fund that are in excess of the Debt Service Reserve Requirement shall be deposited by the Trustee without further authorization in the Bond Payment Account of the Debt Service Fund. After payment in full of the principal of, redemption premium, if any, and interest on the applicable series of Bonds (or provision has been made for the payment thereof as specified in the Indenture), and the fees, charges and expenses of the Trustee and any Paying Agent and any other amounts required to be paid under the Indenture, all amounts remaining in the Debt Service Reserve Fund for such series of Bonds shall be paid to the Authority. See also "APPENDIX C FORM OF THE INDENTURE," for information regarding the Debt Service Fund, the Project Fund, and the Rebate Fund. Additional Bonds Additional Bonds may be issued on a parity with any Outstanding Series 2020 Bonds only upon the prior written consent of the Owners of a majority of the Series 2020 Bonds then outstanding. The Authority may issue other obligations specifically subordinate and junior to the Series 2020 Bonds and any Additional Bonds on a parity with the Series 2020 Bonds. Such subordinate and junior obligations shall, by their ten -ns, provide that no payments of either principal of or interest nor expenses or costs due on said subordinate and junior obligations shall be made while the Series 2020 Bonds and any Additional Bonds on a parity with the Series 2020 Bonds are Outstanding. Mil .I W4161 Ive UY114 Y9 General The Authority was created by the City on April 11, 1992, pursuant to Resolution 04-92, and consistent with the Urban Renewal Law, and was granted authority by the City to undertake urban renewal projects which may be facilitated through the use of tax increment financing (revenue allocation) pursuant to the Local Economic Development Act. The Authority helps to ensure that appropriate development takes place in areas of greatest need. Under the Urban Renewal Law, the Authority has the powers, among others: (a) to borrow money and to issue bonds to finance the undertaking of any urban renewal project (as defined in the Urban Renewal Law); (b) to undertake and carry out urban renewal projects and related activities within its area of operation and to make and execute contracts and other instruments necessary or convenient to the exercise of its powers under the Urban Renewal Law; (c) to install, construct and reconstruct streets, utilities, parks, playgrounds, off-street parking facilities, public facilities, other buildings or public improvements; and any improvements necessary or incidental to a redevelopment project; (d) to acquire by purchase, lease, option, gift, grant, bequest, devise eminent domain or otherwise, any real property or personal property for its administrative purposes together with any improvements thereon; to hold, improve, renovate, rehabilitate, clear or prepare for redevelopment any such property or buildings; to mortgage, pledge, hypothecate or otherwise encumber or dispose of any real property, and (e) to invest any urban renewal funds held in reserves or sinking finds or any such funds not required for immediate disbursement, in property or securities in which savings banks may legally invest funds subject to their control. 4844-9745-1465, v. 3 Under the Local Economic Development Act, the Authority has the following additional powers: (i) to apply incremental revenues allocated to the Authority for the payment of the project cost of any urban renewal project located in a revenue allocation area; (ii) to borrow money, incur indebtedness and issue one or more series of bonds secured by tax increment revenues to finance or refinance, in whole or in part, urban renewal projects; and (iii) to pledge the incremental tax revenues to the payment of the principal of and interest on moneys borrowed, indebtedness incurred, or bonds issued. THE PROJECT AREA General The Local Economic Development Act, adopted in 1985, and subsequently amended, provides that an "authorized municipality" may designate, by an urban renewal plan, a revenue allocation financing provision. The City is an "authorized municipality" under the Act and designated the Project Area by City Ordinance No. 759 adopted on August 3, 2016. Under the Act, upon the adoption of a revenue allocation financing provision, the county commissioners and county treasurer allocate tax revenues between the Authority and other taxing districts (a "Taxing District") in the following manner. First, for purposes of computing taxes allocable to all other Taxing Districts, the comity commissioners use the equalized assessed value of taxable property located in the revenue allocation area as of January 1 of the year of designation of the original revenue allocation area (January 1, 2016 for the Project Area), rather than on the current equalized assessed valuation of such taxable property. The equalized assessed value of taxable property is the final assessed value of taxable property after the resolution of any appeals that may have been filed with the county's board of equalization. The Project Area's base year was 2016, so the Bannock County Treasurer started collecting the tax increment for the Pine Ridge Mall Revenue Allocation Area as of January 1, 2017. For purposes of calculating the rate at which taxes shall be Levied by or for each Taxing District in which a revenue allocation area is located, the county commissioners shall, with respect to the taxable property located in such revenue allocation area, use the equalized assessed value of such taxable property as shown on the base assessment roll (with respect to the Project Area, as of January 1, 2016), rather than on the current equalized assessed valuation of such taxable property, except the current equalized assessed valuation shall be used for calculating the tax rate for: (a) Levies for refunds and credits of property taxes by order of a court or board of tax appeals pursuant to section 63-1305, Idaho Code, and any bond, interest and judgment obligation levies pursuant to Section 33-802(1), Idaho Code, certified after December 31, 2007; (b) Levies approved by a majority of the Taxing District's electors as permitted pursuant to section 63-802(3), Idaho Code, and certified after December 31, 2007; (c) Levies for voter approved general obligation bonds of any Taxing District and plant facility reserve fund levies passed after December 31, 2007; (d) Levies for payment of obligations that have been judicially confirmed pursuant to chapter 13, title 7, Idaho Code, and that meet the criteria of sections 63-1315 and 63-1316, Idaho Code; (e) Levies set forth in the proceeding paragraphs (a) through (d), first certified prior to December 31, 2007, when the property affected by said levies is included within the boundaries of a revenue allocation area by a change in the boundaries of either the revenue allocation area or any Taxing District after December 31, 2007; and 10 4844-9745-1465, v. 3 (f) School levies for supplemental maintenance and operation authorized by a majority of the Taxing District's electors pursuant to section 33-802(3) and (4), Idaho Code, and approved after December 31, 2007, and for emergency funds pursuant to section 33-805, Idaho Code, approved after July 1, 2015. With respect to each such Taxing District, the tax rate calculated as discussed above is applied to the current equalized assessed valuation of all taxable property in the Taxing District, including the taxable property in the revenue allocation area. The tax revenues thereby produced are allocated by the county treasurer. Increment and base value are calculated on a parcel by parcel level. Base value is subject to change downward if assessed value drops below prior base value, but it is not adjusted upward if growth occurs. To the Taxing Districts, the county treasurer distributes (i) all taxes levied by the Taxing District on taxable Property located within the Taxing District but outside the revenue allocation area, (ii) the portion of the taxes levied by the Taxing District on the taxable property located within the revenue allocation area based only on the assessed value of such property on January 1 of the year of original designation, and (iii) all taxes levied by the Taxing District to satisfy obligations listed in (a) through (0 above. The county treasurer distributes to the urban renewal agency the balance of taxes levied on the taxable property located within the revenue allocation area. In sum, with the exception of those levies described in (a) through (0 above, the urban renewal agency receives the taxes collected on the increased valuation of property in the revenue allocation area since January I of the year in which the original revenue allocation area was designated. Project Area The Urban Renewal Plan (the "Urban Renewal Plan") for the Pine Ridge Mall Project Area ("Revenue Allocation Area" and "Project Area" are used interchangeably herein) identifies specific projects and describes the process for enhancing the Project Area in the City through efforts of the Authority and the City. This Project Area is located in the City and generally includes the Pine Ridge Mall Subdivision, the Pine Ridge Mall First Addition and the Shops at Pine Ridge Subdivision. The Project Area is generally bounded by Yellowstone Avenue on the east, Quinn Road on the south, continuing along the drainage ditch on the west and Interstate 86 on the north. The boundaries of the Project Area are further described in Attachments 2 and 3, the Revenue Allocation Area Map and Legal Description, respectively, of the Urban Renewal Plan attached hereto as APPENDIX A. For additional information regarding the City and surrounding area, see "Demographic Analysis" in the Revenue Study attached as APPENDIX B. In 2016, the Urban Renewal Plan found that the Project Area was underdeveloped, underutilized and included a failing shopping mall area. The Project Area was not being used to its highest and best use due to deteriorating structures, the age and obsolescence of infrastructure, the predominance of defective or inadequate street layouts, the need for modern traffic requirements, and insanitary and unsafe conditions. The Urban Renewal Plan primarily includes improvements to public infrastructure, creating the framework for the development of commercial property and enhancement of public areas. In accordance with the Law, the Urban Renewal Plan was submitted to the City's Land Use and Development Commission and after consideration of the Urban Renewal Plan on July 12, 2016, the Commission determined that the proposed redevelopment of the Project Area as described in the Urban Renewal Plan conforms to the Chubbuck Comprehensive Plan, as amended, and adopted by the City Council. The Project The Project includes the Pine Ridge Mall ("the Mall"), an enclosed shopping mall, and adjacent outparcels. The main building of the Mall includes approximately 674,000 square feet of retail space and currently houses a number of business including C -A -L Ranch Stores, Hobby Lobby, JC Penney, and Planet Fitness. Outparcel tenants include businesses such as Red Lobster restaurant, Panera Bread, Discount Tire, and Wells Fargo Bank. 11 4844-9745-1465, v. 3 The Developer purchased the Project property in 2013 and has spent to date approximately $21 million for renavation and upgrades to the property, including renovation of the interior and exterior of the mall complex, parking lot, drive isles and improvement of all landscaping. The Developer plans to pursue new opportunities to add tenants to the property while continuing to expend fiords to improve common areas. The following picture shows the boundaries of the Project Area and the location of the major tenants. (The remainder of this page intentionally left blank.) 12 4844-9745-1465, v. 3 Am ClF '—woo • ? �tv? i f '� Lit• - `— ` n.. y+- y. - /}. a. �, q`..' ` i �' {. ' � f q•� `_+ f 7777 ' � �' {, .. _ A !X VentAP onda xw • 4�' '� :.:.. .r �. s R �rrnef 3t5coUnt.�1f Shopko ,..-�.�......, 9., fnt<gb B `-�, .: .'r• M�tifamily'art •JCPenney?'i�eR School R93 Lr+ster' • 7 Hob `Paner6Bre�d oI r Pufure �2etail �r Bank y .1F,.. Miles 0 0.05 0.1 PCAVPLANHERS- N DISTRICT TENANTS Pine Ridge Mall TIF District Chubbuck, Idaho 13 4844-9745-1465, v. 3 Occupancy Rates. The Mall is currently 82% occupied. A substantial portion of the vacant space in the Mall is the result of Shopko closing its approximately 113,103 -square foot store in 2019. The former Shopko location represents approximately 48% of all vacant space in the Mall and approximately 17% of the total gross leasable area of the Mall. The following sets forth the occupancy rate at the Mall since its acquisition by the Developer. Year Occupancy Rate 2019 86% 201.8 93 2017 92 2016 85 2015 84 Mall tenants have recently reduced hours of operation as described in `BONDHOLDERS' RISKS–Potential Impact of the Coronavirus" herein. Competition. The Mall is located in one of the City's primary commercial corridors. ,Several regional retailers are located outside the Project Area, less than one mile from the Mall, including a Walmart Supercenter, Lowe's Home Improvement store, Ulta Beauty, Dick's Sporting Goods, and a Costco. The cities of Pocatello, Blackfoot, Ammon, and Idaho Falls, which also have retail areas, are within a one-hour drive of the Project Area. See "APPENDIX B—MARKET ANALYSIS AND VALUATION STUDY" for a more complete description of the competition for the Mall. Ownership of the Mall Pine Ridge Mall JC, LLC, is a Missouri limited liability company, and is the master developer in the Pine Ridge Mall Renewal Area. The Developer is also owner of approximately 63% of the property within the Project Area. The Developer is a brother/sister company to Fanner Group LLC, a Missouri limited liability company which is a wholly-owned subsidiary of Farmer Holding Company, Inc. ("FHC" ). FHC is a privately -held, family-owned, real estate investor and developer, a vertically integrated construction materials manufacturer and a frac sand (type of sand with small, uniform particles) manufacturer, headquartered in Jefferson, Missouri. It employs over 1,500 people. FHC, through its brother/sister related entities, has developed and/or acquired approximately 4,000,000 square feet of office, industrial, retail and multi -family real estate. Tenants include (but not limited to): Sam's Club, Menard's, Dick's Sporting Goods, Ross Dress For Less, PetSmart, 5 Below, GameStop, Buffalo Wild Wings, Hobby Lobby, Cal Ranch, JC Penney, Dillard's, Planet Fitness, Dunham's Sports, Starbuck's, Hy -Vee, Party City, Panora, Red Robin, Wells Fargo, Red Lobster, Pizza Hut, Chipotle, Buffalo Wild Wings, Jimmy John's, Firehouse Subs, Papa John's Pizza, Sports Clips, Courtyard by Marriott, Burger King, Aspen Dental, Federal Express, Chipotle, CVS Pharmacy, Walgreens and Kohl's. (The remainder of this page intentionally left blank.) 14 4844-9745-1465, v. 3 The table below summarizes ownership in the Mall and outparcels as of July 21, 2020: Property Main Mall Building Pine Ridge Mall Main Building Planet Fitness / ARX Ventures Former Shopko (currently vacant) GEM Prep Charier School Hobby Lobby Improved Outparcels Wells Fargo Health West Red Lobster AMC Classic l I Panda Express Panera Bread Red Robin FedEx Office, Aspen Dental Discount Tire Citizens Community Bank Vacantlt4vadable Outparcels Pad A - 1,800 SF BTS Retail Pad Pad B - 5,800 SF BTS Retail Pad Pad D - Up to 7,000 SF BTS Retail Pad Mall Outlot - Potential Residential Development Non -Developable Parcely Roadway ROW, East Portion of Project Area, Between Red Lobster (1) and Panera Bread Owner Pine Ridge Mall JC, LLC Pine Ridge Mall JC, LLC Haile Tekle Building Hope Agree Limited Partnership Niki RDRE, LLC and Niki Wood, LLC F & F Development0) SABBL-NAMPA, LLC Spirit Master Funding lI LLC Roel K Breneman Agree Limited Partnership Agree Limited Partnership 4155 Yellowstone, LLC and Chubbuck 4155, LLC Fisher Family Trust Glacier Bank Pirie Ridge Mall JC LLC FKF Real Estate Pine Ridge Mall JC LLC Pine Ridge Mall JC LLC Pine Ridge Mall JC LLC Square Feet Acres 305,400 29.22 122,500 8.33 113,100 8.18 78,000 5.23 55,000 3.86 3,000 0.70 5,400 0.84 6,600 1.56 40,000 3.28 2,500 1.13 5,000 1.40 4,100 1.05 6,800 0.70 8,300 0.69 26,285 1.64 — 0.28 — 0.81 — 1.42 — 3.15 0.14 csl F&F Development, L.L.C., is a related entity to Farmer Group, LLC. This property is under contract to be sold by F&F Development, L.L.C. (Source: Revenue Study, Table 1; see APPENDIX B hereto.) Summary of Mall Tenants Below is a summary of the existing tenants in the Mall as of July 1, 2020, square feet occupied, and the start and expiration of their existing lease terms. Of the 72 available unit spaces in the Mall 53 are occupied. (Note: all tenants marked as zero square feet are located in the common areas within the Mall or in the parking lot, with one exception being Carmike Cinemas.) Tenant Lease Start Expiration Total Square Feet American Fireworks 6/20/2018 7/10/202001 0 American Red Cross 2/1/2019 1/31/2024 3,014 ARX 11/1/2020 10/31/2025 90,000 Axguard 3/5/2018 2/28/2021(2) 0 Bath & Body 10/9/1999 1/31/2020(2) 2,400 Bath & Body Works STO 7/1/2016 6/30/201901 450 Battelle Energy Alliance 12/1/2015 11/30/2020 1 Brown's Insurance Agency 4/1/2018 06/30/21 3,569 Buckle 9/23/1998 1/31/2022 3,792 Building Hope 8/19/2019 12/31/2068 77,870 C -A -L Ranch Stores 3/14/2015 3/31/2025 60,340 Camp Fire USA Gem State Council 2/5/2018 2/28/2022 1,710 Carmike Cinemas 7/22/2005 7/31/2025 0 Christopher & Banks 6/18/2003 1/31/2021 3,313 Claire's 4/L/2006 1/3 12020(21 823 CTM Mini Melts 12/15/2019 12/14/2020 0 15 4844-9745-9465, v. 3 Tenant Lease Stant Expiration Total Square Feet CTM Prize 12/15/2019 12/14/2020 0 Deseret Book 7/19/2005 5/31/2021 6,941 Diva G's 10/1/2019 9/30/2020(2) 1,140 ecoATM 1/1/2018 6/30/2020(3) 0 Fanzz 111/2008 2/28/2023 1,372 Federal Cleaning Contractors Inc, 1/1/2014 12/31/2049 0 Foto Fantasy Inc. 9/1/2017 10/31/2020 0 Funtime Candy l l/15/2017 11/30/2020 0 Girl Scouts of Silver Sage Council 8/1/2017 7/31/2020(2} 450 GNC 11/14/2006 10/31/2022 1,766 Grease Monkey 10/24/2018 10/31/2020 450 Health West 5/1/2007 4/30/2026 5,400 Hurricane Simulator 10/1/2017 9/30/2020121 0 T C. Penney 8/14/1980 7/31/2021 65,765 Jump In 4/1/2018 3/31/2021 11,636 Just Releve Dance Shop 6/1/2018 5/31/2021 1,911 Kiddie Rides 6/1/2017 12/31/2020 0 LaNeige Bridal & Tu.Yedos 1/1/1996 12/31/2020 2,816 Level Up 4/1/2018 3/31/2021 11,369 Mau rices 2/1/2012 1/31/2022 4,303 Niki RDRE 12/6/1980 1/31/2030 3,040 Operation Lemon -Aid 7/24/2019 7/31/2022 0 Panda Express 12/2/2011 7/31/2031 2,948 Pepsi Vending 10/1/2017 9/30/2020(') 0 Planet Fitness 7/1/2019 6/30/2029 24,445 Pocatello Christian Outreach Center 6/l/2017 5/31/2021 11,968 Pocatello Christian Outreach Storage 11/15/2019 5/31/2021 L,332 Pocatello Hearing Zone 11/8/2005 11/30/2019(2) 1,000 Pretzelmaker 6/18/2006 5/31/2026 586 Price Real Estate 2/L/2018 L/31/2021 1,492 Pro Image Sports 9/29/2016 9/30/2023 3, l 17 Relax & Recharge 10/1/2018 9/30/2020Q) 0 Rosa Ynda 2/10/2017 2/28/2019(') 1,276 rue21 3/14/2013 L/3 t/2027 6,891 Shoe Dept. Encore 10/21/2017 10/31/2027 12,569 Smartlite 3/1/2019 2/28/2022 0 Snappy's 4/1/2018 3/31/2021 1,472 T Shirts Plus 8/1/2017 7/31/2020(2) 4,094 Teton Hokulia 5/1/2019 9/9/2021 0 Waste Management 1/1/2014 12/31/2049 0 Workforce Staffing 4/1/2018 3/31/2021 1,363 Zumiez 9/25/2003 3/31/2021 2,258 (1) A renewal agreement is under negotiation for this tenant and it is expected to renew for another three-year term. It should be noted that this tenant is seasonal and only pays rent for part of the year. ('-) Tenant pays rent month to month. (3) A renewal agreement is under negotiation for this tenant, but it is expected to renew. Tenant pays month to month. Project Improvements and )Financing Under the Development Agreement, the Authority agreed to provide certain tax increment revenues in support of the Urban Renewal Plan and specifically on eligible improvements and expenditures made by the Developer. The eligible project costs associated with the Project outlined in the Urban Renewal Plan may be funded (all or in part) by tax increment financing funds, as they become available, as a result of new construction or renovation. The Authority adopted revenue allocation financing provisions as authorized by the Act, effective retroactively to January 1, 2016. These revenue allocation provisions apply to all taxing districts which are located in 16 4844-9745-1465, v, 3 or overlap the Revenue Allocation Area. The projected constniction costs eligible for reimbursement were originally estimated to total $11,732,144, and included costs related to infrastructure enhancement, construction of facilities, upgrades of utilities, site preparation work, road enhancement, and other associated work to facilitate development. Prior to the issuance of the Series 2020 Bonds, a portion of eligible construction costs were funded on a "reimbursement -as -you -go" basis_ The Authority has previously reimbursed the Developer for eligible costs in the amount of $389,827 from tax increment revenue allocated to the Authority from the Project Area. As of the date of issuance of the Series 2020 Bonds, the amount of eligible costs certified by the Developer is $3,172,016; this amount less the amount previously reimbursed by the Authority ($389,827) equals the amount of Eligible Costs ($2,782,189). Eligible Costs include: (a) Parking lot improvements, including parking lot rehabilitation and renovation, ring road renovations, parking lot lighting renovations, paving preservation, and striping; (b) Demolition, site work, and utilities on the Shops at Pine Ridge, including demolition of the deteriorated theater and diner; (c) Site infrastructure, parking, and drive aisle preparation, site lighting, and road construction; and (d) Tenant construction for improvements relating to infrastructure, parking and drive aisles for the Shops at Pine Ridge and the Pine Ridge Mall_ The Developer also spent approximately $21,000,000 in private finds for renovation and upgrades in the Project Area. Typical costs for all improvements on private property shall be borne by the owner or developer indicated as "private development investment," except that the Authority may provide cost reimbursement for renovation of parking lot lighting; parking lot rehabilitation; and demolition of deteriorated theater and diner, PLEDGED REVENUES Assessed Valuation Property taxes are assessed once a year. Property tax bills are usually received by taxpayers the fourth Monday in November and can be paid in two installments. One installment of the tax bill is due by December 20th and the second installment is due by June 20th of the following year. The market value on which the tax bill is computed is determined as of January i st. The tax rate used to compute the property tax bill is set by mid-September and verified by the Idaho State Tax Commission shortly thereafter. This rate is a total of each applicable taxing district's levy as determined from the allowable property tax request as submitted to the County Commission by the first part of September. The following table shows the total assessed valuation of the Project Area for the years shown: Tax Taxes Total Year Levied Tax Rate 2019 $221,998 0.015732978 2018 272,806 0.017775321 2017 201,769 0.017239100 Increment and base value are calculated on a parcel by parcel level_ Base value is subject to change downward if assessed value drops below prior base value, but it is not adjusted upward if growth occurs. For information regarding tax levy calculation and assessed value, see "THE PROJECT AREA—General" above. For additional information regarding the assessed values of properties within the Project Area, including a summary of tax increment generated by each, see the Revenue Study in APPENDIX A- 17 4644-9745-1465, v. 3 Tax Levies and Collections in the Project Area The following table shows the tax levies of the tax districts overlapping the Project Area since 2015. Levies shown are expressed as an assessment per $100 dollars on valuation for tax purposes. Historical Summary of Tax Levies in the Project Area Taxing District (l) 2015 Lewt'-f 2016 Lew 2017 Lew 2018 Levv 2019 Lew Bannock County (s) 0.5263818 0.5238810 0.5365305 0.5624280 0.4845317 City of Chubbuck 0.9933799 1.0140122 1.0188661 1.0636971 0.9459658 Portneuf Free Library 0.0578661 0.0610923 0.0583499 0.0609325 0.0521877 County Road & Bridge 0.0850532 0.0727119 0.0674609 0.0472305 0.0525492 County Ambulance 0.0398922 0.0399317 0.0400000 0.0398066 0.0350390 Mosquito Abatement 0.0035503 0.0027504 0.0027026 0.0034374 0.0030244 Total in Project Area 1.7061235 1.7143795 1.7239100 1.7775321 1.573-7978 (1) Pocatello School District #25 is a taxing district within the Project Area, however the levy of the school district is not subject to the tax increment for the Project Area. ('-) The 2015 Ievy rates are shown for historical purposes only, as 2016 was the First year of tax levies in the Project Area. (3) A judgment levy of 0.0018202 in 2015 is not included in the tax rate shown because it is not subject to the tax increment. The amount shown is the levy subject to the tax increment_ The 2019 Levy decreased from the prior year due to a one -tune correction in assessed taxable values which resulted in a decrease of the tax levy. The table below shows the amount of property tax levied subj ect to the tax increment and the amount actually collected by the Authority. Historical Summary of Property Tax Levy and Collection within the Project Area Tax Year Taxes Levied Taxes Collected Percent Collected 2019«) $2.21,998 $221,764 99.9% 2018 272,806 272,806 100.0 2017 199,449 199,449 100.0 As of June 30, 2020. The Authority notes that in 2019 the County obtained new software for tracking tax collections and remittances which did not automatically break out the incremental tax revenues for urban renewal districts, including the Authority, from the overall tax collections. As such, incremental tax revenues which were meant for the Authority were instead remitted to those taxing districts which are located in or overlap the Revenue Allocation Area. The error was corrected in early 2020 and is believed to have been corrected for future tax years. As of July 25, 2020, the Authority has received all tax year 2019 incremental tax revenues collected by the County. Property Tax Appeals The Pine Ridge Mall and Shopko appealed their respective assessed valuations in 2017 ,md 2019, respectively. Pine Ridge Mall did not prevail in its appeal. However, Shopko prevailed in its appeal. Factors Affecting Projection of Revenue Available for Debt Service on the Series 2020 Bonds Projections regarding Incremental Tax Revenues as shown in the Revenue Study are based on projected increment valuation and incremental property tax levies. There is no assurance that the County Assessor will assess property within the Project Area in an amount equal to or greater than the amounts shown in the Revenue Study, or that the lazing districts will levy amounts equal to or greater than the assumptions shown therein. To the extent that 18 4844-9745-1465, v. 3 the actual assessed valuations or levies by taxing districts are less than those assumed, Pledged Revenues will also be less than projected in any given year. The availability of Incremental Tax Revenues to pay the Series 2020 Bonds and any Additional Bonds is conditioned on the incremental value of property in the Project Area and the aggregate levy of taxing districts within the Project Area. The tax levy for a taxing district is computed after the total assessed property valuation (excluding any allowable exemptions) for a taxing district as well as the total property tax dollar request for that taxing district is determined. The levy is computed by dividing the total tax dollar request by the total assessed valuation. This total levy may be comprised of several allowable individual levies which will sum to the total allowable taxing district levy. I€ a taxing district located within the Project Area ceases to exist or forgoes its levy, the Incremental Tax Revenue will decrease. If a new taxing district is created within the Project Area, the Incremental Tax Revenue will increase. The creation and/or dissolution of most taxing districts requires a petition and an approving vote of qualified electors. The creation or dissolution of taxing districts in the State rarely occurs. Taxing districts that have the power to levy taxes in the State include ambulance districts, auditorium districts, cemetery districts, cities, community colleges, counties, drainage districts, pest extermination districts, fire districts, flood control districts, herd districts, highway districts, hospital districts, levee districts, library districts, mosquito abatement districts, port districts, recreation districts, school districts, water and/or sewer districts, watershed districts, and weather modification districts. The availability of Incremental Tax Revenues is also dependent on the assessed value of property within the Project Area. There is no assurance that the value of properties in the Project Area will increase or will not decline_ Additionally, if rental properties are sold or converted to owner -occupied properties, the assessed value of that property may also decline based on the availability of a homeowner's exemption in the State property tax laws. The homeowner's exemption exempts up to 50% of the value of the residence and up to one acre of land (to a maxiintum of $100,000). Taxes are then computed on the nonexempt value. As previously stated the maximum amount of Incremental Tax Revenues pledged under the Indenture and used to pay debt service and expenses pursuant to the flow of funds as described in "SECURITY FOR THE BONDS– Revenue Allocation Fund," is limited to $2,782,189. Depending on changes in assessed valuation within the Project Area, that maxinruin amount may be reached earlier or later than shown in the projections below. Structuring Assumptions The following discussion describes the assumptions (the "Structuring Assumptions") used to calculate the projected average life of the Series 2020 Bonds pursuant to the special mandatory redemption provisions described under the heading "THE SERIES 2020 BONDS—Redemption Provisions—Special Mandatory Redemption" under the various scenarios described below. Potential investors are cautioned that the information in this section of the Limited Offering Memorandum represents "forward-looking statements" as described in "BONDHOLDERS' RISKS—Forward-Looking Statements." THERE IS NO ASSURANCE THAT ACTUAL EVENTS WILL CORRESPOND WITH THE ASSUMPTIONS MADE. NO GUARANTY OR ASSURANCES MAY BE MADE THAT SUCH PROJECTIONS WILL CORRESPOND WITH THE RESULTS ACHIEVED IN THE FUTURE. General. The Structuring Assumptions described under this heading were prepared by the Underwriter. Some assumptions inevitably will not materialize and unanticipated events and circumstances may occur. Therefore, actual results achieved will vary from the results based on the Structuring Assumptions, and the variations may be material. If actual results are materially different from those assumed, it will have a material effect on the projections set forth under this caption. Revenne Stalely. The Revenue Study attached hereto as Appendix B makes certain assinnptions and depends on certain conditions that are more fully described therein. The Authority, the Developer, the Municipal Advisor and the Underwriter make no representation or warranty (express or implied) as to the accuracy or completeness of any financial, technical or statistical data or any estimates, projections, assumptions or expression of opinion set forth in the Revenue Study. 19 4844-9745-1465, v. 3 Case L Assumes that revenues will be received in accordance urith the projections set forth in the "Estimated Incremental Property Taxes" column in Table 6 on page 10 of the Revenue Study. For the purpose of providing disclosure regarding the Pledged Revenues through the projected payoff date, the total projected Incremental Property Taxes used in this Case to pay debt service and expenses pursuant to the flow of finds as described in "SECURITY FOR THE BONDS Revenue Allocation Fund" was $ ' with a projected final payoff date of November 1, 2027.` Case H. Assumes that revenues will be received in the amount calculated for tax assessment year 2020 set forth in the "Estimated Incremental Property Taxes" column in Table 6 on page 10 of the Revenue Study, with no annual growth thereafter. For the purpose of providing disclosure regarding the Pledged Revenues through the projected payoff date, the total projected Incremental Property Taxes used in this Case to pay debt service and expenses pursuant to the flow of funds as described in "SECURITY FOR THE BONDS Revenue Allocation Fund," was $ " with a projected final payoff date of November 1, 2028." Assumed Timely Pavrnents curd No Invest7nent Earnings. All Incremental Tax Revenues are assumed to be promptly paid, collected, and remitted to the Trustee. The amounts on deposit in the Revenue Allocation Fund are assumed to earn interest at the rate of 0%. Lag. Certain lags between generation of Incremental Tax Revenues and receipt thereof by the Trustee have been assumed. By way of example, the assumption is that Incremental Tax Revenues due will be received by the Trustee and deposited in the Revenue Allocation Fund by duly of the year following the tax assessment year. Assumed Annual Expenses. The Trustee's expenses, including all extraordinary expenses, have been assumed at the maximum allowable amount of $5,000 per calendar year beginning in 2021. The Administrative Costs (defined as the Authority's annual administrative fee of $15,000, plus any other applicable administrative expenses, such as dissemination/disclosure expenses (to the extent such fees have not been included in Trustee's expenses); provided that Administrative Costs shall not exceed $20,000 annually); have been assumed at the maximum allowable amount of $20,000 per calendar year beginning in 2021. (The remainder of this page intentionally left blank.) Preliminary, subject to change. 20 4844-9745-1485, v. 3 Projected Average Life of the Bonds The following table was prepared by the Underwriter based on the Stricturing Asslntiptions as described above. The table shows projected special mandatory redemptions as a result of Pledged Revenues (based upon the Structuring Assumptions above) applied pursuant to the flow of funds as described in "SECURITY FOR THE BONDS — Revenue Allocation Fund." Case I Special Mandatory Cumulative As of Redemption Redemption 1 -Nov -2020 1 -May -2021 1 -Nov -2021 1 -May -2022 1 -Nov -2022 t -May -2023 1 -Nov -2023 1 -May -2024 1-Nov2024 1 -May -2025 l -Nov -2025 1 -May -2026 1 -Nov -2026 1 -May -2027 1 -Nov -2027 1 -May -2028 1 -Nov -2028 l -May -2029 1 -Nov -2029 1 -May -2030 I -Nov -2030 1 -May -2031 1 Nov -2031 Average Life: BONDHOLDERS' RISKS General Case H Special Mandatory Cumulative Redemption Redemption The purchase of the Series 2020 Bonds involves a significant degree of investment risk and, therefore, the Series 2020 Bonds are not appropriate investments for many types of investors. The following is a discussion of certain risk factors which should be considered, in addition to other matters set forth herein, in evaluating the investment quality of the Series 2020 Bonds. This discussion does not purport to be comprehensive or definitive. Nature of the Obligations The Series 2020 Bonds are Iimited obligations of the Authority and are payable solely from Pledged Revenues and all moneys and securities from time to time held by the Trustee under the terms of the Indenture (except payments required to be made to meet the requirements of Section 148(f) of the Code) and any and all other property (real, personal or mixed) of every kind and nature from time to time hereafter, by delivery or by writing of any kind, pledged, assigned or transferred as and for additional security under the Indenture by the Authority or by anyone in its behalf or with its written consent, to the Trustee, as provided in the Indenture. See "SECURITY FOR THE BONDS -- Limited Obligations; Sources of Payment" herein. 21 4844-9745-1465, v. 3 Forward -Looking Statements Certain statements included in or incorporated by reference in this Limited Offering Memorandum that are not purely historical are "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended, and reflect current expectations, hopes, intentions or strategies regarding the future. Such statements may be identifiable by the terminology used such as "project," "plan," "expect," "estimate," "budget," "intend," "anticipate" or other similar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS, INCLUDED IN SUCH RISKS AND UNCERTAINTIES ARE (I) THOSE RELATING TO THE POSSIBLE INVALIDITY OF THE UNDERLYING ASSUMPTIONS AND ESTIMATES, (Il) POSSIBLE CHANGES OR DEVELOPMENTS IN SOCIAL, ECONOMIC, BUSINESS, INDUSTRY, MARKET, LEGAL AND REGULATORY CIRCUMSTANCES, AND (III) CONDITIONS AND ACTIONS TAKEN OR OMITTED TO BE TAKEN BY THIRD PARTIES, INCLUDING CUSTOMERS, SUPPLIERS, USERS, BUSINESS PARTNERS AND COMPETITORS, AND LEGISLATIVE, JUDICIAL AND OTHER GOVERNMENTAL AUTHORITIES AND OFFICIALS. ASSUMPTIONS RELATED TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE, AND MARKET CONDITIONS AND FUTURE BUSINESS DECISIONS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY. FOR THESE REASONS, THERE CAN BE NO ASSURANCE THAT THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS LIMITED OFFERING MEMORANDUM WILL PROVE TO BE ACCURATE. UNDUE RELIANCE SHOULD NOT BE PLACED ON FORWARD-LOOKING STATEMENTS, ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS LIMITED OFFERING MEMORANDUM ARE BASED ON INFORMATION AVAILABLE ON THE DATE HEREOF, AND NEITHER THE AUTHORITY NOR THE CITY ASSUME ANY OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS IF OR WHEN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR OR FAIL TO OCCUR, OTHER THAN AS INDICATED IN APPENDIX D WITH RESPECT TO CONTINUING DISCLOSURE_ Financial Feasibility of the Project Area The financial feasibility of the Project Area depends in part upon the ability of the current and future owners and manager to maintain the occupancy throughout the term of the Series 2020 Bonds. The Revenue Study includes assumptions relating to the future occupancy of the Mall and certain other significant assumptions. Some assumed events and circnnnstances inevitably will not materialize, and unanticipated events and circumstances will occur subsequent to the date thereof. Therefore, the actual results achieved during the forecast period may vary from the forecast and the variations may be material. Environmental Conditions No assurance can be given that environmental conditions do not now or will not in the fuhue exist at the Project Area which could become the subject of enforcement actions by governmental agencies. Additionally, there can be no assurance that future environmental conditions, if any, would not adversely impact the willingness of the public to frequent the Project Area. No Mortgage of the Mall or Other Property within the Project Area Payment of the principal of and interest on the Series 2020 Bonds is not secured by any deed of trust or mortgage on the Pine Ridge Mall or any other property within the Project Area. The Developer has not pledged its 22 4844-9745-1465, v. 3 credit or assets or provided any guaranty to pay the principal of, premium, if any, and interest on the Series 2020 Bonds. The Series 2020 Bonds are payable solely from the Pledged Revenues and all moneys and securities from time to time held by the Trustee under the terms of the Indenture (except payments required to be made to meet the requirements of Section 148(f) of the Code). Risk of Failure to Maintain Levels of Assessed Valuations or to Pay Property Taxes There can be no assurance that the assessed value of property within the Project Area will be maintained throughout the tenn of the Series 2020 Bonds. In the event of the destruction of any property within the Project Area as a result of a casualty, the then -owner of such property may decide not to rebuild which may result in a reduced total assessed value of the Project Area_ Furthermore, in the event that the assessed value of properties decreases below current levels, there is no assurance that there will be sufficient Incremental Tax Revenues to pay debt service on the Bonds. There is also a possibility that assessed valuations of properties in Project Area may fall below the Base Year value. In that event, there will be no Tax Incremental Revenues available to pay debt service_ As previously discussed, tax increment and base value are calculated on a parcel by parcel level. Base value within the Project area is subject to change downward if assessed value drops below prior base value, but it is not adjusted upward if growth occurs. Even if the County Assessor's determination of the assessed value within the Project Area equals or exceeds the amounts in the Revenue Study, the owners of property within the Project Area have the right to appeal such determination. Additionally, pursuant to certain leases, certain tenants may also be granted the right to appeal such determination should the Owner or successor owners decline to do so. If any such appeal is not resolved prior to the time when property taxes are due, the taxpayer may pay the taxes under protest. In such event, the property taxes being protested will not be available for deposit into the Revenue Allocation Fund until the appeal has been concluded. If the appeal is resolved in favor of the taxpayer, the assessed value of the Project Area will be reduced, in which event the Incremental Tax Revenues may be less than forecasted. The Mall and Shopko have previously appealed their respective assessed valuations. See "PLEDGED REVENUES—Property Tax Appeals." Concentration of Ownership The majority of the land within the Project Area is currently owned by the Developer. If parcels within the Project Area are sold by the Developer to other entities, such entities will be responsible for the payment of property taxes to the same extent as the Developer. Until such sale, if any, of parcels to other entities occurs, the payment of property taxes necessary to pay timely the debt service on the Series 2020 Bonds is wholly dependent on the willingness and the ability of the Developer to pay property taxes when due. The unwillingness or inability of the Developer, or any successor, to pay such property taxes would likely adversely affect the ability of the Authority to pay the debt service on the Series 2020 Bonds. Additionally, a large percentage of the Incremental Tax Revenues are generated from a small number of parcels in the Project Area. An event impacting all or one of these parcels could have a material impact on the Incremental Tax Revenues. Changes in State and Local Tax Laws Any change in the current system of collection and distribution of real property taxes in the County or the City, including without limitation the reduction or elimination of any such tax, judicial action concerning any such tax or voter initiative, referendum or action with respect to any such tax, could adversely affect the availability of Incremental Tax Revenues to pay the principal of and interest on the Series 2020 Bonds. There can be no assurances, however, that the current system of collection and distribution of the real property taxes in the County or the City will not be changed by any competent authority having jurisdiction to do so, including without limitation the State, the County, the City, school districts, the courts or the voters, and the Indenture does not limit the ability of the Authority to make any such changes with respect to the levy and collection of such taxes and the tax rates. The assessments and revenue estimates used in the Revenue Study are based on the current status of the national and local business economy and assume a future performance of the real estate market similar to the historical 23 4844-9745-1465, v. 3 performance of such market in the Chubbuck area. However, changes in such market conditions, as well as changes in general economic conditions, could adversely affect the amount of Incremental Tax Revenues collected. Limitations on Remedies The remedies available to the Series 2020 Bondowners upon a default under the Indenture are in many respects dependent upon judicial action, which is often subject to discretion and delay under existing constitutional and statutory law and judicial decisions, including specifically Title 11 of the United States Code (the "Federal Bankruptcy Code"). The various legal opinions to be delivered concurrently with delivery of the Series 2020 Bonds will be qualified as to enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally, now or hereafter in effect; to usual equity principles which shall limit the specific enforcement under laws of the State as to certain remedies; to the exercise by the United States of America of the powers delegated to it by the United States Constitution; and to the reasonable and necessary exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the State and its govermncntal bodies, in the interest of serving an important public purpose. The Series 2020 Bonds are not subj ect to acceleration upon the occurrence of an Event of Default under the Indenture_ In addition, while property within the Project Area may be subj ect to foreclosure for non-payment of property taxes, due to delays inherent in obtaining foreclosure on real property and other judicial remedies, no assurance can be given that a court, in the exercise of judicial discretion, would enforce these remedies in a timely manner. Any delays in the ability of the County to collect property taxes or foreclose for non-payment of the same, could result in delays in any payment of principal of or interest on the Series 2020 Bonds after the expenditure of amounts on deposit in the Debt Service Reserve Fund. Nor can any assurance be given that any moneys realized by the County, and subsequently the Authority, upon an exercise of any remedies would be sufficient to pay the principal of and interest on the Series 2020 Bonds. Revenue Study The forecasted annual revenues shown in the Revenue Study are based on certain assumptions concerning facts and events over which the Authority and the Developer will have no control. No representation or warranty is or can be made about the amount or timing of any future income, taxes, increased levies or revenues, or that actual results will approach the Revenue Study. The Authority, the Developer, the Municipal Advisor and the Underwriter make no representation or warranty (express or implied) as to the accuracy or completeness of any financial, technical or statistical data or any estimates, projections, assumptions or expressions of opinion set forth in the Revenue Study. Changes in Economic Conditions The assessments and revenue estimates used in the Revenue Study are based on the current status of the national and local business economy and assume a future performance of property values similar to the historical performance of such values in the area. However, changes in the economic conditions in the City, as well as changes in general economic conditions, could adversely affect property values in the Project Area and the Incremental Tax Revenue available for the repayment of the Series 2020 Bonds. No Debt Service Reserve Requirement There is no Debt Service Reserve Requirement for the Series 2020 Bonds and no Debt Service Reserve Fuld will be funded. Determination of Taxability The Series 2020 Bonds are not subject to redemption, nor is the interest rate on the Series 2020 Bonds subject to adjustment, in the event of a determination by the Internal Revenue Service or a court of competent jurisdiction that the interest paid or to be paid on any Bond is or was includible in the gross income of the Owner of a Bond for federal income tax purposes. Such determination may, however, result in a breach of the tax covenants of the Authority set 24 4844-9745-1465, v. 3 forth in the Indenture which may constitute an event of default under the Indenture. It may be that Owners would continue to hold their Bonds, receiving principal and interest as and when due, but would be required to include such interest payments in gross income for federal and state income tax purposes. Risk of Audit The Internal Revenue Service (the "Service") has established an ongoing program to audit tax-exempt obligations to determine whether interest on such obligations should be included in gross income for federal income tax purposes. No assurance can be given that the Service will not commence an audit of the Series 2020 Bonds. Owners of the Series 2020 Bonds are advised that, if an audit of the Series 2020 Bonds were commenced, in accordance with its current published procedures, the Service is likely to treat the Authority as the taxpayer, and the Owners of the Series 2020 Bonds may not have a right to participate in such audit. Public awareness of any audit could adversely affect the market value and liquidity of the Series 2020 Bonds during the pendency of the audit, regardless of the ultimate outcome of the audit. Loss of Premium Upon Early Redemption Purchasers of Bonds at a price in excess of their principal amount should consider the fact that the Series 2020 Bonds are subject to redemption at a redemption price equal to their principal amount plus accrued interest under certain circumstances. See "THE SERIES 2020 BONDS — Redemption Provisions" herein. Defeasance Risks When any or all of the Series 2020 Bonds or the interest payments thereon have been paid and discharged, then the requirements contained in the Indenture and the pledge of revenues made thereunder and all other rights granted thereby shall terminate with respect to the Series 2020 Bonds so paid and discharged. Bonds shall be deemed to be paid within the meaning of the Indenture when payment of the principal on such Bonds, plus premium, if any, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided in the Indenture, or otherwise), either (1) has been made or caused to be made in accordance with the terms of the Indenture, or (2) provision therefore has been made by depositing with the Trustee, in trust and irrevocably setting aside exclusively for such payment, (i) moneys sufficient to make such payment or (ii) non -callable Government Securities maturing as to principal and interest in such amount and at such times as will ensure the availability of sufficient moneys to make such payment and the Trustee shall have received an opinion of Bond Counsel (which opinion may be based upon a ruling or pilings of the Internal Revenue Service) to the effect that such deposit of interest on any Bonds will not result in the interest on any Bonds then Outstanding and exempt from taxation for federal income tax purposes becoming subject to federal income taxes then in effect and that all conditions precedent to the satisfaction of the Indenture have been met. Any money and non -callable Government Securities that at any time shall be deposited with the Trustee by or on behalf of the Authority, for the purpose of paying and discharging any of the Series 2020 Bonds or the interest payments thereon, shall be assigned, transferred and set over to the Trustee in trust for the respective Owners of the Series 2020 Bonds, and such moneys shall be irrevocably appropriated to the payment and discharge thereof. Non -callable Government Securities include, in addition to cash and obligations pre -refunded with cash, bonds, notes, certificates of indebtedness, treasury bills and other securities constituting direct obligations of, or obligations the principal of and interest on which are fully and unconditionally guaranteed as to full and timely payment by, the United States of America. Historically, such United States obligations have been rated in the highest rating category by the rating agencies. There is no legal requirement in the Indenture that Government Securities consisting of such United States obligations be or remain rated in the highest rating category by any rating agency. Prices of municipal securities in the secondary market are subject to adjustment upward and downward in response to changes in the credit markets and that could include any rating of the Series 2020 Bonds defeased with Government Securities to the extent the Government Securities have a change or downgrade in rating. Additional Bonds The Authority may issue Additional Bonds upon satisfaction of certain conditions in the Indenture. See "SECURITY FOR THE BONDS — Additional Bonds" herein. 25 4844-9745-1465, v. 3 Bonds Not Rated No credit rating has been or is intended to be sought for the Series 2020 Bonds. Thus, no independent third party has evaluated or provided an opinion as to the creditworthiness of the Series 2020 Bonds. The absence of a rating could adversely affect the secondary market, if any, for the Series 2020 Bonds. Limited Secondary Market There can be no guarantee that there will be a secondary market for the Series 2020 Bonds or, if a secondary market exists, that such Bonds can be sold for any particular price. Although the Authority has committed to provide certain information on a periodic basis, there can be no assurance that such information will be available to Bondowners on a timely basis. Occasionally, because of general market conditions, lack of current information, or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then prevailing circumstances. Such prices could be substantially different from the original purchase price. ANY SUBSEQUENT TRANSFER OR SALE OF THE SERIES 2020 BONDS CAN BE MADE ONLY TO QUALIFIED INVESTORS. ANY SUCH SUBSEQUENT TRANSFER OR SALE OF THE SERIES 2020 BONDS WILL BE ASSUMED TO BE MADE TO QUALIFIED INVESTORS AS DESCRIBED HEREIN. Potential Impact of the Coronavirus The spread of the strain of coronavirus commonly known as COVID-19 is altering the behavior of governments, businesses and individuals in a manner resulting in negative effects on global, state and local economies. In Idaho, Governor Little issued a statewide stay-at-home Executive Order on March 25, 2020. The Governor's Executive Order was subsequently amended on April 2, 2020 and April 15, 2020, with the Executive Order expiring on April 30, 2020. On May 1, 2020, Governor Little put in place the first of a four -stage plan to re -open businesses and governmental agencies and begin easing certain gatherings, travel and self -quarantine requirements. The re- opening plan includes a number of criteria, all of which must be met before proceeding to the next stage. On May 16, 2020, the Governor put into place stage 2, and on May 30, 2020, stage 3 was put into effect. On June 13, 2020, the Governor put into place stage 4, which is currently still in effect. Under stage 4, all businesses are allowed to be open and gatherings of more than 50 people are allowed, except that certain diminished occupancy requirements remain for nightclubs and other large venues, and businesses must continue adhere to distancing and sanitation requirements. As of July 4, 2020, most of the stores at the Mall have re -opened with slightly reduced hours. Two stores at the Mall have filed for bankruptcy. The Revenue Study highlights adverse effects of the COVID-19 pandemic including, for example, unprecedented surge in unemployment, especially in the retail, food service, and entertainment industries; and temporary closure of retail establishments and restaurant dining areas. (See Revenue Study, attached as APPENDIX B.) The Revenue Study notes that such closures are leading to a dramatic drop in overall economic activity, retail sales, and, in some cases, businesses will not recover sufficiently to reopen. The Revenue Study notes that these circumstances do not necessarily mean Incremental Tax Revenues will be impacted in light of the fact that the base value for the Project Area is adjustable, but these circumstances, if they persist or worsen, could undermine the ability of occupants to maintain their occupancy throughout the term of the Series 2020 Bonds (see "Financial Feasibility of the Project Area" above) and/or harm the assessed value of the property within the Project Area (see "Risk of Failure to Maintain Levels of Assessed Valuations to Pay Property Taxes" above). The COVID-19 pandemic, its effects, and federal, state and local responses have evolved rapidly and are subject to changes that cannot be predicted. Accordingly, ultimately, the Authority cannot predict what the effects the continuing coronavinis outbreak will have on the Project Area. Limitation on Pledged Revenues As discussed herein, the primary component of the Pledged Revenues is the Incremental Tax Revenues. The amount of Incremental Tax Revenues pledged to the payment of the Series 2020 Bonds [and related costs as described 26 4644-9745-1465, v. 3 in the Indenture] are limited to the amount of Eligible Costs, which amount is fixed at $2,782,189. There is no guarantee that the amount of Incremental Tax Revenues over the life of the Series 2020 Bonds will equal or exceed the Eligible Costs. NO RATING No application has been made for a rating of the Series 2020 Bonds. See also `BONDHOLDERS' RISKS– Bonds Not Rated" " Limited Secondary Market," above. LITIGATION A non -litigation certificate issued by the legal counsel to the Authority, dated the date of closing, will be provided stating, among other things, that there is no action, suit, proceeding, inquiry, or any other litigation or investigation at law or in equity, before or by any court, public board or body, which is pending or threatened challenging the creation, organization or existence of the Authority or the Project Area, or the titles of its officers to their respective offices; or seeking to restrain or enjoin the issuance, sale or delivery of the Series 2020 Bonds, or directly or indirectly contesting or affecting the proceedings or the authority by which the Series 2020 Bonds are issued, or the validity of the Series 2020 Bonds or the issuance thereof, or the ability of the Authority to collect the Incremental Tax Revenues. APPROVAL OF LEGALITY Legal matters incident to the authorization and issuance of the Series 2020 Bonds are subj ect to the approving opinion of Gilmore & Bell, P.C., Salt Lake City, Utah, Bond Counsel to the Authority. The expected form of the opinion to be issued by Bond Counsel is attached to this Limited Offering Memorandum as APPENDIX D. Certain legal matters will be passed upon for the Authority by Racine Olson, PLLP, and for the Developer by Polsinelli PC, Kansas City, Missouri. The Underwriter is being represented by its counsel, Lewis Rice LLC. W—W4u/:19lif00111 ! The following is a summary of the material federal and State of Idaho income tax consequences of holding and disposing of the Series 2020 Bonds. This summary is based upon laws, regulations, rulings and judicial decisions now in effect, all of which are subject to change (possibly on a retroactive basis). This summary does not discuss all aspects of federal income taxation that may be relevant to investors in light of their personal investment circumstances or describe the tax consequences to certain types of owners subject to special treatment under the federal income tax laws (for example, dealers in seclaritics or other persons who do not hold the Series 2020 Bonds as a capital asset, tax- exempt organizations, individual retirement accounts and other tax deferred accounts, and foreign taxpayers), and, except for the income tax laws of the State of Idaho, does not discuss the consequences to an owner under any state, local or foreign tax laws. The summary does not deal with the tax treatment of persons who purchase the Series 2020 Bonds in the secondary market. Prospective investors are advised to consult their own tax advisors regarding federal, state, local and other tax considerations of holding and disposing of the Series 2020 Bonds. Opinion of Bond Counsel In the opinion of Gilmore & Bell, P.C., Bond Counsel to the Authority, under the law currently existing as of the issue date of the Series 2020 Bonds: Federal Terr Exemption. The interest on the Series 2020 Bonds (including any original issue discount properly allocable to an owner thereof) is excludable from gross income for federal income tax purposes. Alternative Minimum Tax. Interest on the Series 2020 Bonds is not an item of tax preference for purposes of computing the federal alternative minimum tax. Bond counsel's opinions are provided as of the date of the original issue of the Series 2020 Bonds, subject to the condition that the Authority comply with all requirements of the Internal Revenue Code of 1986, as amended (the 27 4844-9745-1465, v. 3 "Code") that must be satisfied subsequent to the issuance of the Series 2020 Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes. The Authority has covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause the inclusion of interest on the Series 2020 Bonds in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2020 Bonds. No Other Opinion Bond Counsel is expressing no opinion regarding other federal, state or local tax consequences arising with respect to the Series 2020 Bonds, except as expressly provided herein. Purchasers of the Series 2020 Bonds should consult their tax advisors as to the applicability of these tax consequences and other income tax consequences of the purchase, ownership and disposition of the Series 2020 Bonds, including the possible application of state, local, foreign and other tax laws. Other Tax Consequences [Original Issue Discount. For federal income tax purposes, original issue discount is the excess of the stated redemption price at maturity of a Bond over its issue price. The issue price of a Bond is generally the first price at which a substantial amount of the Series 2020 Bonds of that maturity have been sold to the public. Under Section 1288 of the Code, original issue discount on tax-exempt bonds accrues on a compound basis. The amount of original issue discount that accrues to an owner of a Bond during any accrual period generally equals (1) the issue price of that Bond, plus the amount of original issue discount accrued in all prior accrual periods, multiplied by (2) the yield to maturity on that Bond (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period), minus (3) any interest payable on that Bond during that accrual period. The amount of original issue discount accrued in a particular accrual period will be considered to be received ratably on each day of the accrual period, will be excludable from gross income for federal income tax purposes, and will increase the owner's tax basis in that Bond. Prospective investors should consult their own tax advisors concerning the calculation and accrual of original issue discount.] [Original Issue Premium. For federal income tax purposes, premium is the excess of the issue price of a Bond over its stated redemption price at maturity. The issue price of a Bond is generally the first price at which a substantial amount of the Series 2020 Bonds of that maturity have been sold to the public. Under Section 171 of the Code, premium on tax-exempt bonds amortizes over the term of the Series 2020 Bond using constant yield principles, based on the purchaser's yield to maturity. As premium is amortized, the owner's basis in the Series 2020 Bond and the amount of tax-exempt interest received will be reduced by the amount of amortizable premium properly allocable to the owner, which will result in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes on sale or disposition of the Series 2020 Bond prior to its maturity. Even though the owner's basis is reduced, no federal income tax deduction is allowed. Prospective investors should consult their own tax advisors concerning the calculation and accrual of bond premium.] Sale, Exchange or Retirement of Banns. Upon the sale, exchange or retirement (including redemption) of a Bond, an owner of the Series 2020 Bond generally will recognize gain or loss in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale, exchange or retirement of the Series 2020 Bond (other than in respect of accred and unpaid interest) and such owner's adjusted tax basis in the Series 2020 Bond. To the extent a Bond is held as a capital asset, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the Series 2020 Bond has been held for more than 12 months at the time of sale, exchange or retirement. Reporting Requirements. In general, information reporting requirements will apply to certain payments of principal, interest and premium paid on the Series 2020 Bonds, and to the proceeds paid on the sale of the Series 2020 Bonds, other than certain exempt recipients (such as corporations and foreign entities). A backup withholding tax will apply to such payments if the owner fails to provide a taxpayer identification number or certification of foreign or other exempt status or fails to report in full dividend and interest income. The amount of any backup withholding from a payment to an owner will be allowed as a credit against the owner's federal income tax liability. 28 4844-9745-1465, v. 3 Collateral Federal Income Tax Consequences. Prospective purchasers of the Series 2020 Bonds should be aware that ownership of the Series 2020 Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain S corporations with "excess net passive income," foreign corporations subject to the branch profits tax, life insurance companies, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry or have paid or incurred certain expenses allocable to the Series 2020 Bonds. Bond Counsel expresses no opinion regarding these tax consequences. Purchasers of Bonds should consult their tax advisors as to the applicability of these tax consequences and other federal income tax consequences of the purchase, ownership and disposition of the Series 2020 Bonds, including the possible application of state, local, foreign and other tax laws. UNDERWRITING The Series 2020 Bonds are being purchased by Stifel Nicolaus & Company, Incorporated, acting as the underwriter (the "Underwriter"), pursuant to a Bond Purchase Agreement between the District and the Underwriter (the "Purchase Agreemen("). The Purchase Agreement provides that the Underwriter will purchase all of the Series 2020 Bonds, if any are purchased, at a purchase price of $ (representing the paramount of the Series 2020 Bonds less an underwriting discount of $ ). The yields at which the Series 2020 Bonds are offered to the public may vary from the initial reoffering yields on the inside front cover page of this Limited Offering Memorandum. In connection with this offering, the Underwriter may engage in transactions that stabilize, maintain or otherwise affect market prices of the Series 2020 Bonds. Such transactions, if commenced, may be discontinued at any time. MUNICIPAL ADVISOR The Authority has entered into an agreement with Zions Public Finance, Inc. (the "Municipal Advisor"), whereunder the Municipal Advisor provides financial recommendations and guidance to the Authority with respect to preparation for sale of the Series 2020 Bonds, timing of sale, tax-exempt bond market conditions, costs of issuance and other factors related to the sale of the Series 2020 Bonds. The Municipal Advisor has read and participated in the review of certain portions of this Limited Offering Memorandum. The Municipal Advisor has not audited, authenticated or otherwise verified the information set forth in this Limited Offering Memorandum, or any other related information available to the Authority, 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 this Limited Offering Memorandum or any other matter related to this Limited Offering Memorandum. CONTII\TUING DISCLOSURE The Authority will undertake for the benefit of the Bondholders to provide certain annual financial information and operating data and to provide notice of certain material events to the Municipal Securities Rulemaking Board. See APPENDIX E attached hereto and incorporated herein by reference for a form of the Continuing Disclosure Agreement that will be executed and delivered by the Authority. The Authority has not previously entered into any continuing disclosure undertakings pursuant to the Rule I Sc2-12 (the "Rule") of the Securities and Exchange Commission. A failure by the Authority to comply with the Continuing Disclosure Agreement will not constitute a default under the Indenture and Owners of the Series 2020 Bonds are limited to the remedies described in the Continuing Disclosure Agreement. See "APPENDIX E—FORM OF CONTINUING DISCLOSURE AGREEMENT—Default." A failure by the Authority to comply with the Continuing Disclosure Agreement 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 Series 2020 Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Series 2020 Bonds and their market price. 29 4844-9745-1465, v. 3 REVEnUESTUDY PGAV Planners has prepared the Revenue Study which is attached hereto as APPENDIX B. Certain financial and statistical data included in this Limited Offering Memorandum have been excerpted from the Revenue Study. The Authority, the Developer, the Municipal Advisor and the Underwriter make no representation or warranty (express or implied) as to the accuracy or completeness of any financial, technical or statistical data or any estimates, projections, assumptions or expressions of opinion set forth in the Revenue Study. No party assumes any responsibility to update such information after the delivery of the Series 2020 Bonds. APPENDIX B must be read in its entirety to understand the assumptions upon which the forecasts are based and the qualifications which have been made. There is no assurance that the forecasts will be achieved. Actual future events will vary from the forecasts, and such variances may be material. MISCELLANEOUS To the extent that any statements made in this Limited Offering Memorandum involve matters of opinion, forecasts, projections or estimates, whether or not expressly stated to be such, they are made as such and not as representations of fact or certainty and no representation is made that any of these statements have been or will be realized. Infonnation in this Limited Offering Memorandum has been derived from the Authority, the Developer and other sources believed to be reliable. The statements relating to the Indenture are in stumnarized form, and in all respects are subject to and qualified in their entirety by the provisions of such document in its complete fon-n, copies of which are available from the Authority prior to the delivery of the Series 2020 Bonds. The obligations of the Authority are set forth in the Indenture and the information herein is not to be construed as a contract with the purchasers or owners of any of the Series 2020 Bonds. This Preliminary Limited Offering Memorandum is in a form "deemed final" by the Authority for the purposes of the Rule. The preparation and distribution of this Limited Offering Memorandiun has been authorized by the Authority. This Limited Offering Memorandum is not to be construed as an agreement or contract between the Authority and any Owner, Beneficial Owner or other holder of any Bonds or any interest therein. CHUBBUCK DEVELOPMENT AUTHORITY, IDAHO 30 4844-9745-1465, v. 3 APPENDIX A THE URBAN RENEWAL PLAN A-1 4844-9745-1465, v. 3 APPENDIX R MARKET ANALYSIS AND VALUATION STUDY $-1 4844-3745-1465, v. 3 APPENDIX C FORM OF THE INDENTURE The following is a form of the Indenture to be executed by the Authority. A copy of the executed Indenture will be available from the Trustee after its execution and delivery and upon request to the Trustee. C-1 4844-9745-1465, v. 3 APPENDIX D FORM OF OPINION OF BOND COUNSEL Upon the issuance of the Series 2020 Bondy, Gilmore & Bell, P. C., Bond Counsel to the Authority, proposes to issue its approving opinion in substantially the following form: We have acted as bond counsel to the urban renewal agency of the City of Chubbuck, Idaho doing business as the Chubbuck Development Authority (the "Authority") in connection with the issuance by the Authority of its $ Revenue Allocation Bonds (Pine Ridge Mall Project), Series 2020 (the `Bonds"). The Bonds are being issued pursuant to (a) resolutions adopted by the governing body of the Authority on March 24, 2020 and 2020; (b) a Trust Indenture dated as of September 1, 2020 (the "Indenture"), by and between the Authority and Zions Bancorporation, National Association, as trustee (the "Trustee"); and (c) the Idaho Urban Renewal Law of 1965, Chapter 20, Title 50, Idaho Code, as amended, and the Local Economic Development Act, Chapter 29, Title 50, Idaho Code, as amended. The Bonds are being issued to (i) reimburse certain eligible costs incurred in connection with the redevelopment of the Pine Ridge Mall Project Area; (ii) fluid a deposit to a reserve fiend; and (iii) pay costs of issuing the Bonds. Our services as bond counsel have been hinited to the preparation of the legal proceedings and supporting certificates authorizing the issuance of the Bonds under the applicable laws of the State of Idaho and to a review of the transcript of such proceedings and certificates. As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certificates of public officials furnished to us without undertaking to verify the same by independent investigation. Our examination has been ]united to the foregoing as they exist or are in effect as of the date hereof. Ouu- opinion is limited to the matters expressly set forth herein, and we express no opinion concerning any other matters. Based on our examination and the foregoing, we are of the opinion. as of the date hereof and under existing law, as follows: 1. The Indenture has been duly executed and delivered by the Authority and constitutes a valid and binding obligation of the Authority. 2. The Bonds are valid, binding, and enforceable special limited obligations of the Authority, payable solely from the Pledged Revenues as described in the Indenture. 3. The interest on the Bonds (including any original issue discount properly allocable to an owner thereof) (i) is excludable from gross income for federal income tax purposes and (ii) is not an item of tax preference for purposes of computing the federal alternative minimum tax. The opinions set forth in this paragraph are subject to the condition that the Authority complies with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes. The Authority has covenanted to comply with all of these requirements. Failure to comply with certain of these requirements may cause the interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. We express no opinion herein regarding the accuracy, completeness or sufficiency of any offering material relating to the Bonds. The rights of the holders of the Bonds and the enforceability thereof and of the documents identified in this opinion may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent applicable, and their enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases. This opinion is given as of its date, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may come to our attention or any changes in law that may occur after the date of this opinion. Respectfully submitted, D-1 4844-9745-1465, v. 3 APPENDIX E FORA OF CONTINUING DISCLOSURE AGREEMENT This CONTINUING DISCLOSURE AGREEMENT dated as of September 1, 2020 (this "Disclosure Agreement"), is executed and delivered by and between the Urban Renewal Agency of the City of Chubbuck, Idaho d/b/a Chubbuck Development Authority (the `Authority") and Zions Bancorporation, National Association, as dissemination agent (the "Dissemination Agent'). RECITALS 1. This Disclosure Agreement is executed and delivered in connection with the issuance by The Authority of its principal amount of Revenue Allocation Bonds (Pine Ridge Mall Project), Series 2020 (the "Series 2020 Bonds"), pursuant to a Trust Indenture dated as of [September 1], 2020 by and between the Authority and Zions Bancorporation, National Association, as trustee (the "Indenture"). 2. The Authority and the Dissemination Agent are entering into this Disclosure Agreement for the benefit of the Beneficial Owners (as defined below) of the Series 2020 Bonds and in order to assist the Participating Underwriter in complying with Rule 15c2-12 of the Securities and Exchange Commission, The Authority is the only "obligated person" with responsibility for continuing disclosure hereunder. In consideration of the mutual covenants and agreements herein, the Authority and the Dissemination Agent covenant and agree as follows: Section 1. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Authority Annual Report" means any Annual Report filed by the Authority pursuant to, and as described in, Section 2(a) of this Disclosure Agreement. "Authority Fiscal Year" means the 12 -month period beginning on January 1 and ending on December 31 or any other 12 -month period selected by the Authority as the fiscal year of the Authority for financial reporting purposes. "Authorized Authority Representative" has the meaning given such term in the Indenture. "Beneficial Owner" means any registered owner of any Series 2020 Bonds and any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2020 Bonds (including persons holding Series 2020 Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2020 Bonds for federal income tax purposes. "Dissemination Agent" means .Zions Bancorporation, National Association, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Authority. "EMMA" means the Electronic Municipal Market Access system for municipal securities disclosures established and maintained by the MSRB, which can be accessed at www.emma.msrb.org or such other website(s) as may be designated by the MSRB from time to time. "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) in this definition; provided however, the term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. E-1 4844-9745-1465, v. 3 "Limited Offering Memorandum " means the Limited Offering Memorandum dated [September _J, 2020 related to the Series 2020 Bonds. "Material Events" means any of the events listed in Section 3 (a) of this Disclosure Agreement. "MSRB" means the Mtuiicipal Securities Rulemaking Board, or any successor repository designated as such by the Securities and Exchange Commission in accordance with the Rule. "Participating Underwriter" means any of the original underwriter(s) of the Series 2020 Bonds required to comply with the Rule in connection with offering of the Series 2020 Bonds. "Rule" means Rule 15c2 -12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. ",Se►ni Annual Date" means each May 15 and November 15, commencing November 15, 2020. "Semi -Annual Report" means a document or set of documents, in substantially the form attached as Exhibit A hereto. "Semi -Annual Report Date" means each June 1 and December 1, commencing December 1, 2020. Section 2. Provision of Authority Annual Reports and Semi -Annual Reports. (a) Authority Annual Report. (1) The Authority shall, or shall cause the Dissemination Agent to, file with the MSRB, through EMMA, not later than 210 days following the end of each of the Authority's Fiscal Years, commencing with the Authority Fiscal Year ending December 31, 2020, the Authority's financial statements for the prior Authority Fiscal Year, prepared in accordance with accounting principles generally accepted in the United States. The financial statements may be included by specific reference to other documents, including official statements of debt issues with respect to which the Authority is an "obligated person" (as defined by the Rule), which have been filed with the MSRB and are available through EMMA or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB on EMMA. The Authority shall clearly identify each such other document so included by reference. If financial statements are not available by the time the Authority Annual Report is required to be filed pursuant to this Section, the Authority shall promptly send a notice of the failure of the Authority to include audited financial statements in the Authority Annual Report, which notice shall be sent, or caused to be sent, by the Authority to the MSRB, through EMMA, not later than 10 business days following the deadline for providing the Authority Annual Report set forth above. (2) The Authority Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in this Section (a). If the Authority's Fiscal Year changes, it shall give notice of such change in the same manner as for a Material Event under Section 3. (3) Not later than 5 Business Days before the date specified in subsection (i) for providing the Authority Annual Report to the MSRB, the Authority shall either (A) provide the Authority Annual Report to the Dissemination Agent, with written instructions to file the Authority Annual Report as specified in subsection (i), or (B) provide written notice to the Dissemination Agent that the Authority has filed the Authority Annual Report with the MSRB (or will do so prior to the deadline specified in subsection (i)). E-2 4844-9745-1465, v, 3 (4) If the Dissemination Agent has not received an Authority Annual Report with filing instructions or a written notice from the Authority that it has filed such annual report with the MSRB by the date specified in subsection (i), the Dissemination Agent shall send a notice in a timely manner to the MSRB in substantially the form attached as Exhibit B. (5) The Dissemination Agent shall, unless the Authority has filed the Authority Annual Report with the MSRB, promptly following receipt of such report and instructions required in subsection (ii) above, file the Authority Annual Report with the MSRB and file a report with the Authority certifying that the Authority Annual Report has been filed pursuant to this Disclosure Agreement, stating the date it was filed with the MSRB. (G) The Dissemination Agent shall send notice to the Authority, no later than July 1 of each year, commencing July 1, 2021, of the Authority's obligation to provide to the Dissemination Agent the information required in subsection (i). (b) Semi -Annual Report. (1) The Dissemination Agent shall send notice, no later than May 15 and November 15 of each year, commencing November 15, 2020, to the Authority, of the Authority's obligation to provide to the Dissemination Agent the information required in the Semi -Annual Report. (2) The Authority shall provide a Semi -Annual Report to the Dissemination Agent not later than 5 Business Days before the applicable Semi -Annual Report Date to the extent that the Authority has received the necessary information required by Section 4 of the Semi -Annual Report from the Developer (and if the Developer has not provided the necessary information, the Semi -Annual Report shall include a statement indicating that such information has been requested and that the Semi -Annual Report will be supplemented if and when such information is received), and the Dissemination Agent shall provide the Semi -Annual Report to the MSRB within 5 Business Days after receipt thereof from the Authority. Each Semi -Annual Report shall include information as of the most recent Semi -Annual Date. (3) Pursuant to Section 9.11(b) of the Indenture, the Trustee will provide to the Dissemination Agent and the Authority a statement on or before each May 15 and November 15, commencing November 15, 2020, that contains the information required to complete Sections 1 - 3 of the Semi - Annual Report. The Dissemination Agent shall use such information received from the Trustee to complete such sections of the Semi -Annual Report (if not already completed by the Authority). (4) The Dissemination Agent shall provide the Authority and the Trustee (if the Trustee is not the Dissemination Agent) written confirmation that the Semi -Annual Report was provided to the MSRB in accordance with subsection (2) hereof. (5) If the Dissemination Agent shall not have received the Semi -Annual Report by the Semi— Annual Report Date, the Dissemination Agent shall so notify the MSRB within 5 Business Days following the Semi -Annual Report Date. Such notice shall be in substantially the form attached hereto as Exhibit C_ (G) Notwithstanding anything herein to the contrary, the Semi -Annual Report shall be provided to the MSRB in such manner and format as prescribed by the MSRB. E-3 4844-9745-1485, v. 3 (c) In addition to the foregoing requirements of this Section, the Authority agrees to provide copies of the most recent Authority Annual Report and Semi -Annual Report to any requesting Beneficial Owner, but ozrly after the same have been delivered to the MSRB. Section 3. Reporting of Material Events. (a) No later than 10 business days after the occurrence of any of the following events, the Authority shall give, or cause to be given to the MSRB, through EMMA, notice of the occurrence of any of the following events with respect to the Series 2020 Bonds ("Material Events"): (1) principal and interest payment delinquencies; (2) non-payment 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 Series 2020 Bonds, or other material events affecting the tax status of the Series 2020 Bonds; (7) modifications to rights of bondholders, if material; (8) bond calls, if material, and tender offers; (9) defeasances,- (10) efeasances;(10) release, substitution or sale of property securing repayment of the Series 2020 Bonds, if material; (l I) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the Authority; (13) the consummation of a merger, consolidation, or acquisition involving the Authority or the sale of all or substantially all of the assets of the Authority, 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 the trustee, if material; (15) incurrence of a Financial Obligation of the Authority, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Authority, any of which affect security holders, if material; or (16) default, event of acceleration, termination event, modification of teens, or other similar events under the terms of a Financial Obligation of the Authority, any of which reflect financial difficulties. (b) The Dissemination Agent shall, promptly after obtaining actual knowledge of the occurrence of any event that it believes may constitute a Material Event, contact the Authorized Authority Representative, or such other person as the Authority shall designate in writing to the Dissemination Agent from time to time, in writing and inform such person of the event, and request that the Authority promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (d). If in response to a request under this subsection (b), the Authority determines that the event does not constitute a Material Event, the Authority shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent whether or not to report the occurrence pursuant to subsection (d). (c) Whenever the Authority obtains knowledge of the occurrence of a Material Event, because of a notice from the Dissemination Agent pursuant to subsection (b) or otherwise, the Authority shall promptly notify and instruct the Dissemination Agent in writing to report the occurrence pursuant to subsection (d). E-4 4844-9745-1465, v. 3 (d) If the Dissemination Agent receives written instructions from the Authority to report the occurrence of a Material Event, the Dissemination Agent shall promptly file a notice of such occurrence with the MSRB, with a copy to the Authority. If the Indenture provides that notice of either of the Material Events described in subsection (a)(8) be provided to the registered owners of affected Series 2020 Bonds, then notwithstanding the foregoing requirements of this subsection, notice of such Material Event need not be given under this subsection any earlier than the notice of the underlying event provided under the Indenture. Section d. Termination of Reporting Obligation. The Authority's obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Series 2020 Bonds. If the obligations of the Authority under this Disclosure Agreement are assumed in frill by some other entity, such person shall be responsible for compliance with this Disclosure Agreement in the same manner as if it were the Authority, and the Authority shall have no further responsibility hereunder. If such termination or substitution occurs prior to the final maturity of the Series 2020 Bonds, the Authority shall give notice of such termination or substitution in the same manner as for a Material Event under Section 3, Section_ 5. Dissemination Agents. The Authority may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign as dissemination agent hereunder at any time upon 30 days prior written notice to the Authority. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report (including without limitation the Semi -Annual Report) prepared by the Authority pursuant to this Disclosure Agreement except as noted above with respect to the portions of the Semi -Annual Report that the Dissemination Agent completes with information available from the Trustee pursuant to Section 8.11(b) of the Indenture. The initial Dissemination Agent is Zions Bancorporation, National Association. Section 6. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Authority and the Dissemination Agent may amend this Disclosure Agreement and any provision of this Disclosure Agreement may be waived, provided that Bond Counsel or other counsel experienced in federal securities law matters provides the Authority and the Dissemination Agent with its written opinion that the undertaking of the Authority contained herein, as so amended or after giving effect to such waiver, is in compliance with the Rule and all current amendments thereto and interpretations thereof that are applicable to this Disclosure Agreement. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Authority shall describe such amendment or waiver in the next Semi -Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Authority. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (1) notice of such change shall be given in the same manner as for a Material Event under Section 3, and (2) the Authority Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 7. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Authority from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other infonnation in any Semi -Annual Report or notice of occurrence of a Material Event, in addition to that which is required by this Disclosure Agreement. If the Authority chooses to include any information in any Authority Annual Report, Semi -Annual Report or notice of occurrence of a Material Event, in addition to that which is specifically required by this Disclosure Agreement, the E-5 4844-9745-1465, v. 3 Authority shall not have any obligation under this Disclosure Agreetuent to update such information or include it in any future Authority Annual Report, Semi -Annual Report or notice of occurrence of a Material Event. Section S, Default. If the Authority or the Dissemination Agent fails to comply with any provision of this Disclosure Agreement, any Beneficial Owner of the Series 2020 Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Authority or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default tinder this Disclosure Agreement shall not be deemed an event of default under the Indenture or the Series 2020 Bonds, and the sole remedy under this Disclosure Agreement in the event of any failure of the Authority or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance. Section 9, Duties and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. The obligations of the Authority under this Disclosure Agreement shall survive the resignation or removal of the Dissemination Agent and payment of the Series 2020 Bonds. The Authority or its successors or assigns shall pay or cause to be timely paid, the fees, charges and expenses of the Dissemination Agent in connection with the performance of its duties under this Disclosure Agreement, and, to the extent permitted by law, the Authority agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The Dissemination Agent shall not be responsible for the Authority's failure to submit a complete Authority Annual Report or Semi -Annual Report to the MSRB. The Dissemination Agent is not responsible for ensuring the compliance with any rule or regulation of the Authority in connection with the filing of information herein but is merely responsible for the filing of any such information provided to the Dissemination Agent by the Authority. Section 10. Notices. Any notices or commtmications to or among any of the parties to this Disclosuire Agreement may be given by registered or certified mail, rettun-receipt requested, by confirmed facsimile, or by confirmed electronic mail or delivered in person or by overnight courier, and will be deemed given on the second day following the date on which the notice or communication is so mailed, as follows: To the Authority: Chubbuck Development Authority 5160 Yellowstone Avenue Chubbuck, Idaho 83202 Attention: Executive Director Facsimile: E-mail: To the Dissemination Agent: Zions Bancorporation, National Association 800 West Main Street, Suite 700 Boise, Idaho 83702 Attention: Corporate Trust Department Facsimile: E-mail: Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent. E-6 4844-9745-1465, v. 3 Section 11. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Authority, the Dissemination Agent and Beneficial Owners from time to time of the Series 2020 Bonds, and shall create no rights in any other person or entity. Section 12. Severability. If any provision in this Disclosure Agreement, the Indenture or the Series 2020 Bonds shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 13, Counterparts. This Disclosure Agreement 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 14. Electronic Transactions. The arrangement described herein may be conducted and related documents may be sent, received or stored by electronic means. Copies, facsimiles, electronic files and other reproductions of original documents shall be deeined to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 15. Governing Law. This Disclosure Agreement shall be governed by and construed in accordance with the laws of the State of Idaho. Section 16. No Pecuniary Liability. Notwithstanding the language or implication of any provision, representation, covenant or agreement to the contrary, no provision, representation, covenant or agreement contained in this Disclosure Agreement or any obligation herein imposed upon the Authority, or the breach thereof, shall constitute or give rise to or impose upon the Authority a pecuniary liability. No provision hereof shall be construed to impose a charge against the general credit of the Authority or any personal or pecuniary liability upon any official, director, officer, agent, or employee of the Authority. For purposes of this paragraph, "pecuniary liability" does not refer to the normal fees or expenses of the Authority incurred in connection with the performance of its obligations hereunder, including, without limitation, the fees or expenses of legal or financial advisors that may be incurred in connection with the preparation of Authority Annual Reports or Semi -Annual Reports. IN WITNESS WHEREOF, the Authority and the Dissemination Agent have caused this Disclosure Agreement to be executed as of the day and year first above written. CHLBBUCK DEVELOPMENT AUTHORITY By: Chair ZIONS BANCORPORATION, NATIONAL ASSOCIATION as Dissemination Agent By: _ Title: E-7 4844-9745-1465, v. 3 EXHIBIT A FORM OF SEMI-ANNUAL REPORT This report is prepared and delivered pursuant to the Continuing Disclosure Agreement dated as of [September 1], 2020 by and between the Chubbuck Development Authority (the "Authority") and Zions Bancorporation, National Association as dissemination agent. Date of Semi -Annual Report: _, 20_. Scmi-Annual Reporting Period from 120 to [ 1 ], 20_ 1. The following is the amoimt by month of Incremental Tax Revenues deposited into the Revenue Allocation Fund since the last Semi -Annual Report, or in the case of the first Semi-Anmtal Report, the date of issuance of the Series 2020 Bonds: [Month]: $ [Month]: $ [Month]: $ [Month]: $ [Montle]: $ [Month]: $ 2. The principal ainount of Series 2020 Bonds redeemed since the last Semi -Annual Report, or in the case of the first Semi -Annual Report, the date of issuance of the Series 2020 Bonds, is $ 3. The aggregate principal amount of Series 2020 Bonds redeemed since the date of issuance of the Series 2020 Bonds is $ [The following item to be completed only for the Semi -Annual Report due each December 1. 4, For tax year , property owners in the Revenue Allocation Area have paid _% of the property taxes due. Property taxes due for such tax year were payable on December 20, and June 20, .] CHLBBUCK DEVELOPMENT AUTHORITY By: _ Name: Title: E -S 4844-9745-1465, v. 3 EXHIBIT B NOTICE OF FAILURE TO FILE AUTHORITY ANNUAL REPORT Name of Issuer Name of Bond Issue: Name of Obligated Person: Date of Issuance: The Chubbuck Development Authority s[ Revenue Allocation Bonds (Pine Ridge Mall Project), Series 2020 (the "Series 2020 Bonds") Chubbuck Development Authority (the "Authority") [September _], 2020 NOTICE IS HERESY GIVEN that the Authority has not filed an Authority Annual Report with respect to the Series 2020 Bonds as required by the Continuing Disclosure Agreement dated as of [September] 1, 2020, by and between the Authority and Zions Bancorporation, National Association, as Dissemination Agent. [The Authority has informed the Dissemination Agent that the Authority anticipates that the Authority Annual Report will be filed by .] Dated: ZIONS BANCORPORATION, NATIONAL ASSOCIATION as Dissemination Agent on behalf of the Chubbuck Development Authority cc: Chubbuck Development Authority Pine Ridge Mall JC, LLC E-9 4844-9745-1465, v. 3 EXHIBIT C NOTICE OF FAILURE TO FILE SEMI-ANNUAL REPORT Name of Issuer: The Chubbuck Development Authority Name of Bond Issue: $[ Revenue Allocation Bonds (Pine Ridge Mall Project), Series 2020 (the "Series 2020 Bonds") Name of Obligated Person: Chubbuck Development Authority (the "Authority") Date of Issuance: [September 1, 2020 NOTICE IS HEREBY GIVEN that the Authority has not filed a Semi -Annual Report with respect to the Series 2020 Bonds as required by the Continuing Disclosure Agreement dated as of [September 11, 2020, by and between the Authority and Zions Bancorporation, National Association, as Dissemination Agent. [The Authority has informed the Dissemination Agent that the Authority anticipates that the Semi -Annual Report will be filed by .1 Dated: ZIONS BANCORPORATION, NATIONAL ASSOCIATION as Dissemination Agent on behalf of the Chubbuck Development Authority cc: Chubbuck Development Authority Pine Ridge Mall 7C, LLC E-10 4644-9745-1465, v. 3 APPENDIX F PROVISIONS REGARDING BOOK -ENTRY SYSTEM DTC will act as securities depository for the Series 2020 Bonds. The Series 2020 Bonds 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 Series 2020 Bond certificate will be issued for each maturity of the Series 2020 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world's largest depository, is a limited -purpose trust company organized tinder 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 3.5 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 regulated 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 Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has S&P Global'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 found at www.dtcc.com. Purchases of Series 2020 Bonds tinder the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2020 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2020 Bond (`Beneficial Owner")is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of theirpurchase. 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 Series 2020 Bonds 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 Series 2020 Bonds, except in the event that use of the book -entry system for the Series 2020 Bonds is discontinued. To facilitate subsequent transfers, all Series 2020 Bonds 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 authorized representative of DTC. The deposit of Series 2020 Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2020 Bonds; DTC's retards reflect only the identity of the Direct Participants to whose accounts such Series 2020 Bonds 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. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2020 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2020 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Series 2020 Bond documents. For example, Beneficial Owners of Series 2020 Bonds may wish to ascertain that the nominee holding the Series 2020 Bonds for their benefit has agreed to obtain and transmit notices F-1 4844-9745-1465, v. 3 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. Redemption notices shall be sent to DTC_ If less than all of the Series 2020 Bonds 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. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2020 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority 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 Series 2020 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Series 2020 Bonds 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 fiends and corresponding detail information from the Authority or the Paying 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, the Paying Agent, or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Paying 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. DTC may discontinue providing its services as depository with respect to the Series 2020 Bonds at any time by giving reasonable notice to the Authority or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, Series 2020 Bond certificates are required to be printed and delivered. The Authority may decide to discontinue use of the system of book -entry -only transfers through DTC (or a successor securities depository). In that event, Series 2020 Bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources that the Authority believes to be reliable, but the Authority takes no responsibility for the accuracy thereof. F-2 4844-9745-1465, v. 3 APPENDIX G FORM OF INVESTOR LETTER 12020 Chubbuck Development Authority Chubbuck, Idaho Gilmore & Bell, P.C. Salt Lake City, Utah Stifel, Nicolaus & Company, Incorporated St. Louis, Missouri Zions Bancorporation, National Association Boise, Idaho Re: S Chubbuck Development Authority, Idaho Revenue Allocation Bonds, Series 2020 (Pine Ridge Mall Project) Ladies and Gentlemen: The undersigned (the "Purchaser") hereby acknowledges that it is purchasing $[ aggregate principal amount of the Urban Renewal Agency of the City of Chubbuck, Idaho dfb/a the Chubbuck Development Authority (the "Authority") Revenue Allocation Bonds (Pine Ridge Mall Project), Series 2020 (the "Series 2020 Bonds") pursuant to a resolution (the "Authority Bond Resolution") of the Board of Commissioners of the Authority, adopted on March 24, 2020, acid the Trust Indenture dated as of September 1, 2020 (the "Indenture") entered into by and between the Authority and Zions Bancorporation, National Association (the "Trustee"). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Authority Bond Resolution, the Indenture and the Offering Materials (defined herein). [This letter is being provided pursuant to a Bond Purchase Agreement, dated [September �, 2020 (the `Bond Purchase Agreement"), between the Authority and Stifel Nicolaus & Company, Incorporated (the "Underwriter").] The Purchaser acknowledges that the proceeds of the Series 2020 Bonds will be used for purpose of providing funds to (a) finance the costs of improvements relating to the renovation, reconstruction and repair of a retail development known as the Pine Ridge Mall (the "Project") and (b) pay the costs of issuance of the Series 2020 Bonds. The Series 2020 Bonds, together with interest thereon, are limited obligations of the Authority, payable solely from Bond proceeds, the Incremental Tax Revenues and other moneys pledged thereto, as provided in the Indenture. In connection with the sale of the Series 2020 Bonds to the Purchaser, the Purchaser hereby makes the following representations upon which the Authority and the Underwriter may rely: 1. The Purchaser has the authority and is duly authorized to purchase the Series 2020 Bonds and to execute this letter and any other instruments and documents required to be executed by the Purchaser in connection with its purchase of the Series 2020 Bonds. 2. The Purchaser is (a) "qualified institutional buyer," as defined in Rule 144A promulgated under the Securities Act of 1933, as amended ("QTB") or (b) an "accredited investor" as defined in Rule 501(a) of the Securities Act of 1933, as amended ("Accredited Investor"). (QIBs and Accredited Investors are referred to herein as a "Qualified Investors"). G-1 4844-9745-1465, v. 3 3. The Purchaser is purchasing the Series 2020 Bonds as an investment for (i) its own account and not with a present view to resell or to make other distribution to the public or (ii) the accounts of other Qualified Investors. Although the Purchaser retains the right to transfer the Series 2020 Bonds in the future, the Purchaser agrees to do so only in strict compliance with the transfer restrictions contained in the Indenture. The Purchaser understands that the Series 2020 Bonds may not be readily tradable. Any such sale, transfer or distribution of a Series 2020 Bond by the Purchaser and any Series 2020 Bond transferred to the transferee shall be in Authorized Denominations, and such transferee shall be a Person: (a) that the Purchaser reasonably believes to a QIB or (b) is an Accredited Investor that has been specifically identified at the time Series 2020 Bonds are initially purchased. 4. The Purchaser understands that the Series 2020 Bonds are not, and are not intended to be, registered under the Securities Act and that such registration is not legally required as of the date hereof, and further understands that the Series 2020 Bonds (a) are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating agency, and (d) will be delivered in a form that may not be readily marketable. 5. The Purchaser acknowledges that it has either been supplied with or been given access to information, including the Limited Offering Memorandum and other legal documents used in connection with the offering (together with all supplements, modifications and additions thereto prior to the Closing Date, the "Offering Materials"), which it has requested from the Authority and to which a reasonable investor would attach significance in making investment decisions, and the Purchaser has had the opportunity to ask questions and receive answers from knowledgeable individuals, including its own counsel, concerning the Authority and the Series 2020 Bonds and the security therefor so that, as a reasonable investor, the Purchaser has been able to make a decision to purchase the Series 2020 Bonds. The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its prospective investment in the Series 2020 Bonds. 6. The Purchaser acknowledges that the obligations of the Authority under the Authority Bond Resolution and the other Financing Documents are special, limited obligations of the Authority, payable solely from and secured by the Trust Estate pledged under the Indenture, consisting of all right, title and interest of the Authority in the Incremental Tax Revenues, and other moneys pledged thereto, as provided in the Indenture. Subject to the limitations contained in the Indenture, the Authority will pledge and assign moneys in the Revenue Allocation Fund and the Debt Service Fund to the Bondowners as security for the payment of the Series 2020 Bonds and the interest thereon. The Series 2020 Bonds are not secured by a mortgage on any property. 7. The Series 2020 Bonds do not constitute an indebtedness of the Authority, the State or any political subdivision thereof within the meaning of any constitutional, statutory or charter provision or limitation. The issuance of the Series 2020 Bonds shall not, directly, indirectly or contingently, obligate the Authority, the State or any political subdivision thereof to levy any form of taxation therefor or to make any appropriation for their payment. The Authority has no taxing power. 8. The Purchaser has made its own inquiry and analysis with respect to the Series 2020 Bonds and the security therefor, and other material factors affecting the security and payment of the Series 2020 Bonds. The Purchaser is aware that there are certain economic and regulatory variables and risks that could adversely affect the security for the Series 2020 Bonds. The Purchaser has reviewed the documents executed in conjunction with the issuance of the Series 2020 Bonds, or summaries thereof, including, without limitation, the Authority Bond Resolution, the Indenture and the Development Agreement. 9. The Purchaser acknowledges and agrees that the Underwriter and the Authority take no responsibility for, and make no representation to the Purchaser, or any subsequent purchaser, with regard to, a sale, transfer or other disposition of the Series 2020 Bonds in violation of the provisions of the Authority Bond Resolution, or any securities law or income tax law consequences thereof. The Purchaser also acknowledges that, with respect to the Authority's obligations and liabilities, the Purchaser is solely responsible for compliance with the sales restrictions on the Series 2020 Bonds in connection with any subsequent transfer of the Series 2020 Bonds made by the Purchaser. t0. The Purchaser agrees that it is bound by and will abide by the provisions of the Authority Bond Resolution and the Indenture relating to transfer, the restrictions noted on the face of the Series 2020 Bonds and this G-2 4844-9745-1465, v. 3 Investor Letter. The Purchaser also covenants to comply with all applicable federal and state securities laws, riles and regulations in connection with any resale or transfer of the Series 2020 Bonds by the Purchaser. 11. The Purchaser acknowledges that the sale of the Series 2020 Bonds to the Purchaser is made in reliance upon the certifications, representations, and warranties herein by the addressees hereto. 12. The interpretation of the provisions hereof shall be governed and construed in accordance A4th Idaho law without regard to principles of conflicts of laws. 13. All representations of the Purchaser contained in this letter shall survive the execution and delivery of the Series 2020 Bonds to the Purchaser as representations of fact existing as of the date of execution and delivery of this Investor Letter, 14. This Investor Letter may be executed in several counterparts (including counterparts exchanged by email in PDF format), each of which shall be an original and all of which shall constitute but one and the same instruunent_ This Investor Letter may be distributed and may be stored by electronic means. Copies, PDFs, facsimiles, electronic files and other reproductions of this Investor Letter shall be deemed to be authentic and valid counterparts of such letter for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Date: [ ], 2020 Very truly yours, [PURCHASER] By: Name: Title: G-3 4844-9745-1465, v. 3 LR DRAFT: September 21, 2020 $I 1 CHUBBUCK DEVELOPMENT AUTHORITY REVENUE ALLOCATION BONDS (PINE RIDGE MALL PROJECT) SERIES 2020 BOND PURCHASE AGREEMENT September 30, 2020 Chubbuck Development Authority 5160 Yellowstone Avenue Chubbuck, Idaho 83202 Attention: Chair Ladies and Gentlemen: The undersigned, Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), hereby offers to enter into this Bond Purchase Agreement (the "Agreement") with the Chubbuck Urban Renewal Agency of the City of Chubbuck, Idaho d/b/a the Chubbuck Development Authority (the "Authority"), to purchase all (but not less than all) of the $ [ aggregate principal amount of Revenue Allocation Bonds (Pine Ridge Mall Project), Series 2020 (the "Bonds"), to be issued by the Authority under and pursuant to a Resolution adopted by the Board of Commissioners of the Authority on September 29, 2020 (the "Bond Resolution") and a Trust Indenture dated as of [September 1], 2020 (the "Indenture") by and between the Authority and Zions Bancorporation, National Association, Boise, Idaho, as trustee (the "Trustee"). This offer is made subject to acceptance thereof on or before 11:59 P.M. St. Louis, Missouri time, or such other time as may be agreed to by the parties hereto, on the date hereof. Capitalized words and terms used herein shall have the respective meanings ascribed to them in the Indenture unless some other meaning is plainly indicated. The Bonds are to be issued by the Authority pursuant to and in accordance with the provisions of the Constitution and laws of the State of Idaho (the "State"), including particularly the Idaho Urban Renewal Law of 1965, Chapter 20, Title 50, Idaho Code, as amended (the "Urban Renewal Law") and the Local Economic Development Act, Chapter 29, Title 50, Idaho Code, as amended (the "Development Act"). The Bonds are being issued for the purpose of providing funds, to finance the costs of improvements (the "Improvements") relating to the renovation, reconstruction and repair of a retail development known as the Pine Ridge Mall (the "Project") and to pay the costs of issuance of the Bonds. The Bonds and the interest thereon are limited obligations of the Authority, payable solely from Bond proceeds and the Pledged Revenues, as provided in the Indenture, and are secured by a transfer, pledge and assignment of and a grant of a security interest in the Trust Estate to the Trustee and in favor of the Owners of the Bonds, as provided in the Indenture. The Bonds do not constitute an indebtedness of the Authority, the State of Idaho (the "State") or any political subdivision thereof within the meaning of any constitutional, statutory or charter provision or limitation. The issuance of the Bonds shall not, directly, indirectly or contingently, obligate the Authority, the State or any political subdivision thereof to Ievy any form of taxation therefor or to make any appropriation for their payment. The Authority has no taxing power. The Bonds shall mature and shall bear interest as set forth in the Indenture. The words "Transaction Documents" when used herein shall mean, individually and collectively, the following: the Bonds; the Bond Resolution; the Indenture; the Amended and Restated Development Agreement executed in 2017, as further amended on March 19, 2020 (the "Development Agreement") by and among the City of Chubbuck, Idaho (the "City"), the Authority and Pine Ridge Mali JC, LLC (the "Developer"); the Tax Compliance Agreement dated as of [September 1], 2020, between the Authority and the Trustee (the "Tax Compliance Agreement"); the Continuing Disclosure Agreement dated as of [September 1], 2020 (the "Continuing Disclosure Agreement") among the Authority, the Developer and Zions Bancorporation, National Association (the "Dissemination Agent "); the Preliminary Limited Offering Memorandum (defined below); the Limited Offering Memorandum (defined below); this Bond Purchase Agreement; and any and all other documents or instruments that evidence or are a part of the transactions referred to herein or contemplated hereby; provided, however, that when the words "Transaction Documents" are used in the context of the authorization, execution, delivery, approval or performance of Transaction Documents by a party hereto, the same shall mean only those Transaction Documents that provide for or contemplate authorization, execution, delivery, approval or performance by such party. 1. Purchase of Bonds; Limited Public Offering. On the basis of the respective representations, warranties and covenants contained herein and subject to the terms and conditions set forth herein and in the Indenture, the Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to sell to the Underwriter all (but not less than all) of the Bonds at a purchase price of $F (which is equal to the aggregate principal amount of the Bonds less an underwriting discount of $[ ), plus accrued interest, if any. The Underwriter intends to make an initial bona fide public offering of all of the Bonds at prices no higher than, or yields not lower than, those set forth in Schedule I. The Underwriter reserves the right to lower such initial offering prices as it deems necessary in connection with the marketing of the Bonds. The Underwriter agrees to notify the Authority of such changes, if such changes occur prior to Closing, but failure to so notify shall not invalidate such changes. The Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the principal amount thereof. The Underwriter also reserves the right to (i) over -allot or effect transactions which stabilize or maintain the market price of the Bonds at levels above those that might otherwise prevail in the open market and (ii) discontinue such stabilizing, if commenced, at any time without prior notice. The Authority acknowledges and agrees that: (i) the primary role of the Underwriter, as an underwriter, is to purchase securities, for resale to investors, in an arm's length conunercial transaction between the Authority and the Underwriter, and the Underwriter has financial and other interests that differ from those of the Authority; (ii) the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the Authority and has not assumed any advisory or fiduciary responsibility to the Authority with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority on other matters); (iii) the only obligations the Underwriter has to the Authority with respect to the transaction contemplated hereby expressly are set forth in this Agreement; and (iv) the Authority has consulted its own financial and/or municipal, legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. 2. Limited Offering Memorandum. The Authority consents to and ratifies the use by the Underwriter prior to the date upon which the Limited Offering Memorandum is executed and available for distribution, of the Preliminary Limited Offering Memorandum dated September 28, 2020 in connection with the proposed offering of the Bonds (the "Preliminary Limited Offering Memorandum"). The -2- Authority hereby deems the information contained in the Preliminary Limited Offering Memorandum to be "final" as of the date thereof, except for the o2nission of such information as is permitted by Rule l Sc2-12 (the "Rule") of the U.S. Securities and Exchange Commission (the "SEC"), such as offering prices, interest rates, selling compensation, aggregate principal amount, principal per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters. The Authority hereby agrees to deliver to the Underwriter, within seven business days after the date hereof (but no later than two business days before the Closing Date), the Limited Offering Memorandum, dated the date hereof, relating to the Bonds (which, together with the cover page, and all exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bonds are herein called the "Litnited Offering Memorandum") executed on behalf of the Authority by a duly authorized representative in such quantity that the Underwriter may reasonably request to enable the Underwriter to provide the Limited Offering Memorandum to potential customers and to comply with any rules of the Municipal Securities Rulemaking Board ("MSRB") and the SEC. The Authority authorizes the Underwriter to file, to the extent required by applicable SEC or MSRB rule, and the Underwriter agrees to file or cause to be filed, the Limited Offering Memorandum with the MSRB's Electronic Municipal Market Access system or such other repositories approved from time to time by the SEC ("EMMA"). If an amended Limited Offering Memorandum is prepared in accordance with this Agreement and if required by applicable SEC or MSRB rule, the Underwriter also shall make the required submission of the amended Limited Offering Memorandum to EMMA. The Preliminary Limited Offering Memorandum and/or the Limited Offering Memorandum shall be delivered to the Underwriter in word searchable portable document format as required by the rules of the MSRB. 3. Establishment of Issue Price. The Underwriter agrees to assist the Authority and Bond Counsel (defined below) in establishing the issue price of the Bonds, and the Underwriter shall execute and deliver at Closing an "issue price" or similar certificate (the "Issue Price 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 Authority 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 Bonds. [All actions to be taken by the Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority's municipal advisor, and any notice or report to be provided to the Authority may be provided to the Authority's municipal advisor.] [Except as otherwise set forth in Schedule I hereto,] [T/t]he Authority will treat the first price at which 10% of each maturity of the Bonds (the -10% Test") is sold to the public as the issue price of that maturity. At or promptly after the execution of this Agreement, the Underwriter shall report to the Authority and Bond Counsel the price or prices at which the Underwriter has sold to the public each maturity of Bonds. [If at that time the 10% Test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority and Bond Counsel the prices at which the Underwriter has sold to the public each maturity of Bonds. That reporting obligation shall continue, whether or not the Closing has occurred, until either (i) all Bonds of that maturity have been sold or (ii) the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter's reporting obligation after the Closing Date (defined below) may be at reasonable periodic intervals or otherwise upon the request of the Underwriter, the Authority or Bond Counsel.] For purposes of this section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. -3- The Underwriter confirms that the Underwriter has offered the Bonds to the public on or before the date of this Agreement at the offering price or prices (the "Initial Offering Price"), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. [Schedule I also sets forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the 10% Test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority 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 Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price to the public during the period starting on the sale date and ending on the earlier of the following: (a) the close of the fifth (5th) business day after the sale date; or (b) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public. The Underwriter will advise the Authority promptly after the close of the fifth (5th) business day after the sale date whether the Underwriter has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public.] The Underwriter confirms that: (i) any agreement among underwriters, any selling group agreement and any third -party distribution agreement (to which the Underwriter is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group and each broker-dealer that is a parry to such third -party distribution agreement, as applicable_ (A) (x) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, [and (y) to comply with the Hold -The -Offering -Price Rule, if applicable, if and for so long as directed by the Underwriter and as set forth in the related pricing wires, and] (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker- dealer, the Underwriter shall assume that each order submitted by the Underwriter, dealer or broker- dealer is a sale to the public. (ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter or dealer that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds -4- of that maturity allocated to it have been sold or it is notified by the Underwriter or dealer that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, [and (B) comply with the Hold -The -Offering -Price Rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires]. The Authority acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, [including but not limited to the Hold -The - Offering -Price Rule, if applicable,] as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third -party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, [including but not limited to its agreement to comply with the Hold -The -Offering -Price Rule, if applicable,] as set forth in the third -party distribution agreement and the related pricing wires. The Authority 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 third -party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, [including, but not limited to, its agreement to comply with the Hold -The -Offering -Price Rule, if applicable]. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of the above: (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 Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds 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 Bonds to the public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Bonds to the public), (iii) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 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), (B) 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 (C) 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 Agreement by each party. 4. Authority's Representations and Warranties. The Authority hereby represents and warrants to the Underwriter that: (a) The Authority is and will be on the Closing Date an independent public body corporate and politic created and existing under the laws of the State, with the power and authority set forth in the Urban Renewal Act and the Development Act. -5- (b) The Authority has duly adopted the Bond Resolution at a meeting duly called and held in accordance with applicable law and procedures of the Authority, and since that time the Bond Resolution has not been rescinded, amended or modified. At the time of its adoption, the Authority had all necessary power and authority to adopt the Bond Resolution. (c) The Authority is authorized by the laws of the State, including particularly the Urban Renewal Act and the Development Act, to enter into and perform its obligations under the Transaction Documents. (d) The Authority has, and as of the Closing Date will have, all necessary power and authority to consummate the transactions contemplated by this Bond Purchase Agreement and the other Transaction Documents and has duly authorized and approved the execution and delivery of this Bond Purchase Agreement and the other Transaction Documents. (e) Prior to the Closing, the Authority shall have duly authorized all necessary action to be taken by it for the. (i) approval, execution, delivery and receipt by the Authority of this Bond Purchase Agreement and the other Transaction Documents, and any and all such other agreements and documents as may be required to be executed, delivered and received by the Authority in order to carry out, give effect to, and consummate the transactions contemplated hereby, (ii) performance by the Authority of the obligations contained in the Transaction Documents, and (iii) consummation by the Authority of all of the transactions contemplated hereby and by the Transaction Documents. (f) The information contained in the Preliminary Limited Offering Memorandum as of its date and the Limited Offering Memorandum dated the date hereof as of its date is and, as of the date of Closing, will be correct in all material respects and does not, and at the Closing, will not omit to state any material fact required to be stated therein or necessary to make any statement made therein, in light of the circumstances under which it was made, not misleading. Notwithstanding the foregoing, the Authority makes no representation or warranty (express or implied) as to the accuracy or completeness of any financial, technical or statistical data or any estimates, projections or assumptions or as to any information contained in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum under the captions "TAX MATTERS" and "UNDERWRITING" or in APPENDIX B — THE BOND REVENUE STUDY. (g) Assuming the valid authorization, execution and delivery of this Bond Purchase Agreement and the other Transaction Documents by the other parties hereto and thereto, this Bond Purchase Agreement is, and the Bonds (upon authentication thereof by the Trustee) and the other Transaction Documents will be, duly authorized, executed and delivered and will constitute the legal, valid and binding obligations of the Authority, enforceable against it in accordance with their respective terms (subject to any applicable bankruptcy, reorganization, insolvency, moratorium or other similar law or laws affecting the enforcement of creditors' rights generally and further subject to the availability of equitable remedies). (h) There is no legal action, suit, proceeding, investigation or inquiry at law or in equity, before or by any court, agency, arbitrator, public board or body or other entity or person, pending or, to the Authority's knowledge, threatened against or affecting the Authority or its officials, in their respective capacities as such for which it has received service of process or other written notice, or, to the best knowledge of the Authority, any basis therefor wherein an unfavorable decision, ruling or finding would materially adversely affect (i) the transactions contemplated hereby, (ii) the validity or enforceability in accordance with their respective terms of the Transaction Documents or any agreement or instrument to which the Authority is a party, used or contemplated for use in the consummation of the transactions contemplated hereby, (iii) the exclusion of the interest on the Bonds from gross income for purposes of federal income taxation, or (iv) the existence or powers of the Authority. The Authority is not subject to any judgment, decree or order entered in any lawsuit or proceeding brought against it that would have such an effect. (i) The execution and delivery by the Authority of this Bond Purchase Agreement, the other Transaction Documents and the other documents contemplated hereby to be executed and delivered by the Authority, and compliance with the provisions thereof, do not conflict with or constitute on the part of the Authority a breach of or a default under any existing law or agreement, including, without limitation, the Act, court or administrative regulation, decree, order, agreement, indenture, mortgage or lease by which the Authority is or may be bound. No event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would constitute a breach of or an event of default by the Authority under the Transaction Documents. 0) All consents, approvals, orders or authorizations of, notices to, or filings, registrations or declarations with any court or governmental authority, board, agency, commission or body having jurisdiction which are required by or on behalf of the Authority for the execution and delivery by the Authority of this Bond Purchase Agreement or the other Transaction Documents or the consummation by the Authority of the transactions contemplated hereby or thereby, have been obtained or will be obtained prior to the Closing Date, except for the completion and filing of the IRS Form 8038-G, which will be completed and filed after the Closing Date. (k) The proceeds of the Bonds shall be used as provided in the Transaction Documents. The Authority shall not take or omit to take any action which action or omission shall in any way cause or result in the proceeds from the sale of the Bonds being applied in a manner other than as provided in the Transaction Documents and as described in the Limited Offering Memorandum. (1) The Authority, to the best of its knowledge, has never been and is not in default in the payment of principal of, premium, if any, or interest on, or otherwise is not nor has been in default with respect to, any bonds, notes, or other obligations that it has issued, assumed or guaranteed as to payment of principal, premium, if any, or interest. (m) Any certificate signed by an authorized officer of the Authority and delivered to the Underwriter shall be deemed a representation and warranty by the Authority to the Underwriter as to the statements made therein. (n) If the Limited Offering Memorandum is supplemented or amended pursuant to this Bond Purchase Agreement, at the time of such supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subsection) at all times subsequent thereto including the Closing, the infonnation contained in the Limited Offering Memorandum, as so supplemented or amended, shall not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (o) Except as disclosed in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, at no time has the Authority failed to comply in any material respect with any of the informational reporting undertakings contained in any financing documents that are intended to comply with the requirements of Rule 15c2-12. The Authority will undertake, -7- pursuant to the Continuing Disclosure Agreement, to provide certain annual and semi-annual financial information in the manner and to the extent required by Rule 15c2-12. A description of this undertaking is set forth in the Preliminary Limited Offering Memorandum and will be set forth in the Limited Offering Memorandum. (p) At the Closing Time, each of the representations and warranties of the Authority contained herein and in the Transaction Documents and all other documents executed by the Authority in connection with the Bonds shall be true, correct and complete. 5. Closing. Prior to or at 12:00 noon, central time, on October L1, 2020 or at such other time or such other date as shall have been mutually agreed upon by the Authority and the Underwriter (the "Closing Thne" or "Closing Date"), the Authority will deliver, or cause to be delivered, the Bonds as described below, in definitive form duly executed and authenticated by the Trustee, together with the other documents hereinafter mentioned. The Underwriter will accept such delivery and pay the purchase price of the Bonds by delivering to the Authority immediately available funds payable to the order of the Authority in an amount equal to the purchase price set forth in Section 1 hereof. Payment and delivery of the Bonds as aforesaid shall be made to the Trustee for the benefit of the Authority in St. Louis, Missouri or in New York, New York by transfer of immediately available funds or such other mutually agreeable arrangement. Such payment and delivery is herein referred to as the "Closing." The Bonds will be delivered in denominations as set forth in the Indenture as definitive Bonds in fully registered form, and in such amounts as the Underwriter may request not less than five business days prior to the Closing, and will be made available for checking and packaging by the Underwriter at such place as the Underwriter and the Trustee shall agree not less than 24 hours prior to the Closing. It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error in the printing of such numbers shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for any Bonds. Right To Terminate. (a) The Underwriter shall have the right to cancel its obligations to purchase the Bonds and to terminate this Agreement by written notice to the Authority if, between the date hereof to and including the Closing Date, in the Underwriter's sole and reasonable judgment any of the following events (a "Termination Event") shall occur: (i) the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially and adversely affected by any of the following events: (A) legislation shall have been enacted by the Congress of the United States (the "Congress") 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 (the "President") 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 Bonds; or (B) 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 the escalation of such calamity or crisis, or (3) the sovereign debt rating of the United States is downgraded by any major credit rating agency or a payment default occurs on United States Treasury obligations; or (C) 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 (D) legislation shall have been enacted by the Congress 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 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 Bonds, the Act or the Transaction Documents, or any comparable securities of the Authority, are not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended (the "Securities Act') or the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") or otherwise, or would be in violation of any provision of the federal securities laws; or (E) except as disclosed in or contemplated by the Limited Offering Memorandum, any material adverse change in the affairs of the Authority or the business of the Developer shall have occurred; or (ii) any event or circumstance shall exist that either makes untrue or incorrect in any material respect any statement or information in the Limited Offering Memorandum (other than any statement provided by the Underwriter) or is not reflected in the Limited Offering Memorandum 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 Authority refuses to permit the Limited Offering Memorandum to be supplemented to supply such statement or information, or the effect of the Limited Offering Memorandum as so supplemented is to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (iii) a general banking moratorium shall have been declared by federal or state authorities having jurisdiction and be in force; or (iv) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or (v) 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 of the President; or -9- (vi) 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 Bonds, including the underlying obligations as contemplated by this Agreement or by the Limited Offering Memorandum, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act, the Securities Exchange Act of 1934, as amended and the Trust Indenture Act. Upon the occurrence of a Termination Event and the termination of this Agreement by the Underwriter, all obligations of the Authority and the Underwriter under this Agreement shall terminate, without further liability, except that the Authority and the Underwriter shall pay their respective expenses as set forth in Section 18. (b) The Authority shall have the right to terminate this Agreement if the Bonds are not purchased by the Underwriter for any reason on or prior to the Closing Date. 7. Conditions to Closing. The Underwriter has entered into this Agreement in reliance upon the representations and agreements of the Authority contained herein and the performance by the Authority of its obligations hereunder, both as of the date hereof and as of the Closing Date. The Underwriter's obligations under this Agreement are and shall be subject to the following additional conditions: (a) At the Closing Time, (i) the representations and warranties of the Authority contained in this Bond Purchase Agreement shall be true, complete and correct in all material respects as if made on and as of the Closing Date, (ii) the Transaction Documents shall have been authorized, executed and delivered, and shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter and the Authority, the Closing in all events, however, to be deemed such approval, (iii) the proceeds of the sale of the Bonds shall have been deposited and applied as described in the Indenture, and (iv) the Authority shall have duly adopted and there shall be in full force and effect such ordinances as, in the opinion of Gilmore & Bell, P.C., Salt Lake City, Utah ("Bond CounseP') and counsel to the Underwriter, shall be necessary in connection with the transactions contemplated hereby. (b) At or prior to the Closing Time, the Underwriter and the Authority shall have received counterparts, copies or certified copies (as appropriate) of the following documents, certificates and opinions in form and substance satisfactory to the Authority, Bond Counsel, the Underwriter and the Underwriter's counsel: (i) App1 oviM_pi�xion. The unconditional approving opinion of Bond Counsel, in substantially the form attached as an appendix to the Limited Offering Memorandum, dated the date of Closing, addressed to, or with reliance letters to, the Authority, the Trustee and the Underwriter, relating to the due authorization, execution and delivery of the Bonds, the status of the interest on the Bonds for federal and State income tax purposes and certain other matters. (ii) Sacplejnental Opinion. An opinion of Bond Counsel as to the matters set forth in Exhibit B attached hereto, dated the date of Closing, addressed to the Authority, the Trustee and the Underwriter. -10- (iii) Authority Counsel Opinion. The opinion of counsel to the Authority as to the matters set forth in Exhibit C attached hereto, dated the date of Closing, addressed to the Authority, the Trustee and the Underwriter. (iv) City Counsel Opinion. The opinion of counsel to the City as to the matters set forth in Exhibit D attached hereto, dated the date of Closing, addressed to the City, the Authority, the Trustee and the Underwriter. (v) Developer Counsel Opinion. The opinion of counsel to the Developer as to the matters set forth in Exhibit E attached hereto, dated the date of Closing, addressed to the Developer, the Authority, the Trustee, the Underwriter and Bond Counsel. (vi) Underwriter Counsel Opinion. The opinion of counsel to the Underwriter as to the matters set forth in Exhibit F attached hereto, dated the date of Closing, addressed to the Underwriter. (vii) Investor Letter. The Investor Letter in the form attached as Exhibit G executed by each of the purchasers of the Bonds identified by the Underwriter. (viii) Authority Certificate. A certificate of the Authority, dated the date of Closing, in a form approved by Bond Counsel, counsel to the Authority and counsel to the Underwriter, signed by an official of the Authority. (ix) Trustee Certificate. A certificate of the Trustee, dated the date of Closing, in a form approved by Bond Counsel, counsel to the Authority and counsel to the Underwriter, signed by an officer of the Trustee. (x) Developer Certificate. A certificate of the Developer, dated the date of Closing, as to the matters attached as Exhibit H and otherwise in a form approved by Bond Counsel, counsel to the Authority and counsel to the Underwriter, signed by an officer of the Developer. (xi) Limited_ Offering Memorandum. The Limited Offering Memorandum authorized and approved on behalf of the Authority and executed on behalf of the Authority by a duly authorized officer of the Authority. (xii) Bond Resolution. The Bond Resolution duly adopted by the Authority. (xiii) Indenture. The Indenture duly executed by the Authority and the Trustee. (xiv) Continuing Disclosure Agreement. The Continuing Disclosure Agreement duly executed by the Authority and the Dissemination Agent. (xv) Development Agreement. The Development Agreement duly executed by the City, the Authority and the Developer. (xvi) Tax Compliance &Leement. The Tax Compliance Agreement duly executed by the Authority and the Trustee. (xvii) Issue Price Certificate. The Issue Price Certificate executed by the Underwriter. -11- (xviii) Other Certificates. Other certificates listed on a closing agenda to be approved by Bond Counsel, and the Underwriter, including any certificates or representations of the Authority, required in order for Bond Counsel to deliver the opinion referred to in Section 7(b)(1) of this Agreement. (xix) Authority Receipt. A receipt of the Authority for the Purchase Price of the Bonds, which may be included in the Authority Certificate referred to in Section 7(b)(vi) of this Agreement; (xx) Additional Documents. Such additional legal opinions, certificates, proceedings, instruments and other documents as Bond Counsel, counsel to the Authority, counsel to the Underwriter, or counsel to the Developer may reasonably request to evidence compliance with all legal requirements, the truth and accuracy, as of the Closing, of the representations herein and the due performance or satisfaction of all agreements then to be performed and all conditions then to be satisfied. Unless performance is waived by the party or parties for whose benefit a condition or obligation is intended, if any person is unable to satisfy the above conditions to the obligations of any party to this Agreement, or if the obligations hereunder of any party are terminated for any reason permitted by this Agreement and unless otherwise waived, this Agreement shall terminate and neither the Underwriter nor the Authority shall be under further obligation hereunder, except that the obligations of the Underwriter and the Authority as provided in Sections 10, 14 and 15 hereof shall continue in full force and effect. 8. Conditions To Authority's Obligations. The obligations of the Authority hereunder are subject to the performance by the Underwriter of its obligations hereunder. 9. Survival of Representations, Warranties and Agreements. All representations, warranties and agreements of the Authority and the Underwriter, respectively, shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of any other party and delivery of, and payment for, the Bonds pursuant to this Agreement, and shall survive the Closing. 10. Expenses. If the Bonds are sold to the Underwriter by the Authority on or prior to the Closing Time, the Authority shall pay out of the proceeds of the Bonds the following expenses incident to the performance of its obligations hereunder including, but not limited to,: (i) the cost of the preparation, printing and distribution of the Transaction Documents (for distribution on or subsequent to the date of execution of this Agreement); (ii) the cost of preparation and printing of the definitive Bonds, if applicable; (iii) Trustee fees; (iv) the fees and expenses of Bond Counsel, counsel to the Authority, Underwriter's counsel and any other experts or consultants retained by the Authority; (v) the Underwriter's charge for DTC, 1preo, Lumesis report and CUSIP fees; and (vii) all other fees and expenses reasonably incurred in connection with the preparation of the Transaction Documents and/or the initial offering and sale of the Bonds except those to be paid by the Underwriter pursuant to the last paragraph of this Section 10. If the Bonds are sold to the Underwriter by the Authority on or prior to the Closing Date, the Authority shall pay out of the proceeds of the Bonds the discount of the Underwriter or the purchase price paid for the Bonds shall reflect such discount. The Underwriter shall pay: (i) the additional cost of printing copies of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum in excess of the costs of printing the number of copies set forth above in this Section 10; (ii) all advertising expenses in connection with the public offering of the Bonds; (iii) filing fees in connection with the "Blue Sky" registration of the Bonds; and (iv) all travel, entertainment, postage, photocopying, telephone, fax, computer, word processing and -12- other similar expenses incurred by the Underwriter in connection with the public offering and distribution of the Bonds. 11. Amendments to the Limited Offering Memorandum. If, after the date of this Agreement and until the earlier of (i) ninety (90) days after the "end of the underwriting period" (as defined in the Rule) or (ii) the time when the Limited Offering Memoranduin is available to any person from a nationally recognized municipal securities information repository, but in no case less than twenty five (25) days following the end of the underwriting period, an event relating to or affecting the Authority or the Developer shall occur as a result of which it is necessary, in the opinion of Bond Counsel or counsel to the Underwriter, to amend or supplement the Limited Offering Memorandum in order to make the Limited Offering Memorandum not misleading in the light of the circumstances then existing, the Authority and the Developer, as appropriate, will forthwith prepare and furnish to the Underwriter a reasonable number of copies of an amendment of or supplement to the Limited Offering Memorandum (in form and substance satisfactory to the Underwriter) which will amend or supplement the Limited Offering Memorandum so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements not misleading. The expenses of preparing such amendment or supplement shall be borne by the party who had supplied the information being amended or supplemented. For the purpose of this Section, the Authority and the Underwriter will furnish to the Underwriter such information with respect to each of themselves, respectively, as the Underwriter may from time to time reasonably request 12. Third -Party Beneficiary. The Authority agrees that the Underwriter is and shall be a third -party beneficiary of any and all representations and warranties made by the Authority in the Transaction Documents, to the same effect as if the Authority had made such representations and warranties to the Underwriter in this Agreement. 13. Notices. Any notice or other communication to be given to the Authority under this Bond Purchase Agreement may be given by delivering the same in writing at its address set forth above and any notice or other communications to be given to the Underwriter under this Agreement may be given by delivering the same in writing to the Underwriter at the following address: Stifel, Nicolaus & Company, Incorporated One Financial Plaza 501 North Broadway St. Louis, Missouri 63102 Attention: James Lahay W. Successors. This Bond Purchase Agreement is made for the benefit of the Authority and the Underwriter (including the successors or assigns of the Underwriter) and no other person including any purchaser of the Bonds shall acquire or have any rights hereunder or by virtue hereof. 15. Survival. All representations, warranties, agreements and indemnities contained in this 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 Bonds and any termination of this Agreement. If any provision of this Agreement is, or is held or deemed to be, invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions because it conflicts with any provisions of any constitution, statute, rule of public policy or for any other reason, such circumstances shall not make the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or make any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatever -13- 16. No Pecuniary Liability; General Limitation on Authority Obligations. (a) Notwithstanding the language or implication of any provision, representation, covenant or agreement to the contrary, no provision, representation, covenant or agreement contained in this Bond Purchase Agreement or in the Indenture, the Bonds or any other document executed in connection with the transaction which is the subject hereof, or any obligation herein or therein imposed upon the Authority, or the breach thereof, shall constitute or give rise to or impose upon the Authority a pecuniary liability (except to the extent of any Pledged Revenues). No provision hereof shall be construed to impose a charge against the general credit of the Authority or any personal or pecuniary liability upon any director, officer, agent, alderman or employee of the Authority. (b) ANY OTHER TERM OR PROVISION OF THIS BOND PURCHASE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION WITH THE TRANSACTION WHICH IS THE SUBJECT HEREOF TO THE CONTRARY NOTWITHSTANDING, THE AUTHORITY SHALL NOT BE REQUIRED TO TAKE OR OMIT TO TAKE, OR REQUIRE ANY OTHER PERSON OR ENTITY TO TAKE OR OMIT TO TAKE, ANY ACTION WHICH WOULD CAUSE IT OR ANY PERSON OR ENTITY TO BE, OR RESULT IN IT OR ANY PERSON OR ENTITY BEING, IN VIOLATION OF ANY LAW OF THE STATE. 17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State. 18. Effectiveness. This Agreement shall become effective upon the date of execution hereof. 19. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall constitute an original and all together shall constitute but one and the same instrument. 20. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or section of this Agreement. 21. Electronic Transactions. The parties agree that the transaction described herein may be conducted and related documents may be sent, received or stored by electronic means. In addition, the transaction described herein may be conducted and related documents may be stored by electronic means, copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. [Remainder ofPage Intentionally Left Blank.] -14- Very truly yours, STIFEL, NICOLAUS & COMPANY, INCORPORATED Authorized Officer Executed as of -15- [Bond Purchase Agreement] Accepted and agreed to as of the date first above written: CHUBBUCK DEVELOPMENT AUTHORITY Chair -16- SCHEDULEI TO BOND PURCHASE AGREEMENT Maturity Schedule $[ 1 CHUBBUCK DEVELOPMENT AUTHORITY REVENUE ALLOCATION BONDS (PINE RIDGE MALL PROJECT) SERIES 2020 [INSERT]