450 Sewer & Water Bonds~ .
CITY OF MERIDIAN, IDAHO
WATER AND SEWER REVENUE REFUNDING BONDS,
SERIES 1985
ORDINANCE NO. 450
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AN EMERGENCY OR.DINANCE OF THE CITY OF MERIDIAN,
IDAHO, AUTHORIZING THE ISSUANCE AND SALE OF WATER
AND SEWER REVENUE REFUNDING BONDS IN THE PRINCIPAL
AMOUNT OF $1,542,000 FOR THE PURPOSE OF REFUNDING
THE CITY'S WATER AND SEWER REVENUE REFUNDING BONDS,
SERIES AUGUST 1, 1977; PROVIDING THE COVENANTS,
TERMS AND CONDITIONS UNDER WHICH SUCH REFUNDING
BONDS AND ANY ADDITIONAL PARITY BONDS SHALL BE
ISSUED; APPOINTING A TRUSTEE; AND APPROVING THE
SALE OF SUCH REFUNDING BONDS.
PASSED AUGUST 13, 1985
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TABLE OE CONTENTS
(Not a part of this ordinance)
Page
Section 1. Definitions and Construction. 1
A. Definitions ............................... 1
B. Construction .............................. 2
Section 2. Recitals; Authority. 12
A. Necessity ................................. 12
B. Authority for Bonds ....................... 13
Section 3. The Bonds. 13
A. Authorization ............................. 13
B. Bond Details .............................. 13
C. Bonds Equally Secured ..................... 30
D. Special Obligations ....................... 31
Section 4. Sale of Bonds. 31
A. Award of Bonds ............................ 31
B. Preliminary Official Statement
Official Statement ........................ 32
C. Escrow Agreement; Redemption of
Refund~d Bonds ............................ 32
Section 5. Creation of Special Funds. 33
A. Disposition of Bond Proceeds and Other
Revenues; Security for Bonds .............. 33
B. Principal and Interest Fund ............... 35
C. Debt Service Reserve Fund ................. 36
D. Termination of Deposits; Use of Moneys
in Principal and Interest Fund and
Debt Service Reserve Fund ................. 37
E. Payment of Subordinate Securities......... 38
F. Use of Remaining Revenues ................. 39
G. Budget and Appropriation of Funds......... 39
Section 6. General Administration of Funds. 40
A. Places and of Times of Deposits............ 40
B. Investment Funds .......................... 40
C. No Liability for Losses Incurred in
Performing Terms of Ordinance ............. 42
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Section 7. Priorities; Liens;
Issuance of Additional Parity Bonds....
A. First Lien on Pledged Revenues;
Equality of Bonds ......................
B. Issuance of Additional Parity Bonds....
C. Certification of Revenues ..............
D. Subordinate Securities Permitted.......
E. Superior Securities Prohibited.........
F. Refunding Bonds ........................
G. Payment Dates of Additional
Parity Bonds ...........................
H. Supplemental Ordinances ...............
Section 8. Covenants ..............................
A. Rate Maintenance Covenant ..............
B. Collection of Charges ..................
C. Performance of Duties ..................
D. Costs of Bond Issue and
of Performance .........................
E. Eurther Assurances .....................
F. Conditions Precedent ...................
G. Efficient Operation and Maintenance;
No Free Service ........................
H. Records and Accounts ...................
I. Rules, Regulations and Other Details...
J. Payment of Governmental Charges........
K. Protection of Security .................
L. Additional Securities ..................
M. Other Liens ............................
N. Disposal of Eacilities Prohibited .....
O. Surety Bonds ...........................
P. Arbitrage Covenant .....................
Q. Loss from Condemnation .................
R. Inspection of Records ..................
S. Audits Required ........................
T. Insurance and Reconstruction...........
U. Competing Facilities ...................
Section 9. Defeasance .............................
Section 10. The Trustee ...........................
42
42
42
45
46
46
46
49
49
50
50
52
52
52
53
53
54
55
55
55
56
56
57
57
58
58
58
59
59
60
61
61
62
A. Appointment ............................ 62
B. Conditions on Performance .............. 62
C. Removal and Resignation ................ 64
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Section 11. Default Provisions and Remedies
of Bondholders ......................... 65
A. Events of Default ...................... 65
B. Remedies for Defaults .................. 67
C. Rights and Privileges Cumulative....... 68
D. Duties Upon Defaults ................... 69
E. Evidence of Securityholders............ 69
F. Immunities of Purchaser ................ 69
Section 12. Amendment of Ordinance ................. 69
A. Amendment of Ordinance Not
Requiring Consent of Bondholders....... 69
B. Amendment of Ordinance Requiring
Consent of Bondholders ................. 70
C. Time for and Consent to Amendment...... 72
D. Unanimous Consent ..................... 73
E. Proof of Instruments and Bonds......... 74
Section 13. Miscellaneous .......................... 74
A. Character of Agreement ................. 74
B. No Pledge of Property .................. 74
C. Delegated Duties ....................... 75
D. Successors ............................. 75
E. Rights and Immunities .................. 75
F. Ordinance Irrepealable ................. 76
G. Repealer .............:................. 77
H. Severability ....................... .. 77
I. Immediate Effect ....................... 77
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STATE OF IDAHO ]
] ss.
COUNTY OF ADA ]
The City Council of the City of Meridian, Idaho, held a
special meeting open to the public at City Hall, Meridian,
Idaho, on Tuesday, the 13th day of August 1985, at the hour
of 12 noon
The following members of the City Council were present:
Members: Robert Geisler
J.E. "Bert" Meyers, Jr.
Ronald R. Tolsma
The following members of the City Council were absent:
Grant P. Kingsford
Bill G. Brewer
The following persons were also present:
Jack H. Niemann, City Clerk
Wayne Crookston, City Attorney
Thereupon the following proceedings, among others, were
had and taken:
Councilmember Geisler introduced and moved the adoption
of the following Ordinance, which was read by title, as a
third reading, after an affirmative vote of a majority of the
members of the City Council to waive the reading of the
entire Ordinance and the first two readings of the Ordinance:
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ORDINANCE N0. 450
AN EMERGENCY ORDINANCE OF THE CITY OF MERIDIAN,
IDAHO, AUTHORIZING THE ISSUANCE AND SALE OF WATER
AND SEWER REVENUE REFUNDING BONDS IN THE PRINCIPAL
AMOUNT OE $1,542,000 FOR THE PURPOSE OF REFUNDING
THE CITY'S WATER AND SEWER REVENUE REFUNDING BONDS,
SERIES AUGUST 1, 1977; PROVIDING THE COVENANTS,
TERMS AND CONDITIONS UNDER WHICH SUCH REFUNDING
BOND5 AND ANY ADDITIONAL PARITY BONDS SHALL BE
ISSUED; APPOINTING A TRUSTEE; AND APPROVING THE
SALE OF SUCH REFUNDING BONDS.
WHEREAS, the City of Meridian, Idaho (the "City") has
heretofore, by Ordinance 306, adopted and approved the
issuance of $2,040,000 aggregate principal amount of its
Water and Sewer Revenue Refunding Bonds, Series August 7.,
1977 (the "Refunded Bonds") to pay part of the costs of
improvements to the water and sewerage system of the City; and,
WHEREAS, che City has determined it is in the best
interests and will promote the general prosperity of the
residents of the City to authorize the issuance of $1,542,000
aggregate principal amount of Water and Sewer Revenue
Refunding Bonds, Series 1985 (the "Bonds") for the purpose of
refunding the outstanding Refunded Bonds;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF
THE CITY OE MERIDIAN, IDAHO.
Section 1. Definitions and Construction.
A. Definitions. In this Ordinance the following terms
have the following respective meanings unless the context
clearly requires otherwise:
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(1) Acquire or Acquisition: the purchase, design,
construction, reconstruction, lease, gift, transfer,
assignment, option to purchase, or grant from the federal
government, any public body or other person, endowment,
bequest, devise, installation, condemnation, other contract
or other acquirement or other provision, or any combination
thereof, of facilities, other property, any project, or an
interest therein, as authorized by the Act.
(2) Act: The Revenue Bond Act, Section 50-1042, et
seq., Idaho Code, as amended.
(3) Additional Parity Bonds: any revenue bonds or
notes of the City payable in whole or in part from Pledged
Revenues, issued after the date hereof, pursuant to and in
accordance with the provisions of Section 7B of this
Ordinance and the Constitution and laws of the State, having
a lien on the Pledged Revenues equal to or on a parity with
the lien thereon of the Bonds.
(4) Bond Year: for the purpose of this Ordinance, the
twelve (12) months commencing on the first day of September
of any calendar year and ending on the thirty-first day of
August of the next succeeding calendar year.
(5) Bonds: those securities issued hereunder and
designated as the "City of Meridian, Idaho, Water and Sewer
Revenue Refunding Bonds, Series 1985," dated August 15, 1985,
in the aggregate principal amount of $1,542,000.
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(6) City: the City of Meridian, Idaho, and any
successors to its interest in the Facilities.
(7) Cost: all or any part of the cost of Acquisition,
Improvement or Equipment of all or any part of the
facilities, including, without limitation, all or any
property, rights, easements, privileges, agreements and
franchises deemed by the City to be necessary or useful and
convenient therefor or in connection therewith, discount and
costs of issuance on the Bonds, engineering and inspection
costs and legal expenses, costs of financial, professional,
and other estimates and advice, contingencies, any
administrative, operating, interest and other expenses of the
City prior to and during such Acquisition, Improvement and
Equipment, and additionally during a period of not exceeding
one year after the completion thereof, as may be estimated
and determined by the City Council, and all such other
expenses as may be necessary or incident to the financing,
Acquisition, Improvement, Equipment, and completion of the
Facilities or any part thereof, and the placing of the same
in operation, and also any provision of reserves for working
capital and operation.
(8) Debt Service Requirements: the principal of,
interest on, and any premiums due in connection with the
redemption of the Bonds, the Refunded Bonds, the Additional
Parity Bonds and any other securities payable from the
Pledged Revenues and heretofore or hereafter issued, if
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any, or such part of such securities as may be designated, as
such principal, interest and premiums become due.
(9) Debt Service Reserve Fund: the special fund
created by Section 5C of this Ordinance.
(10) Equip or Equipment: the furnishing of all
necessary or desirable machinery and other facilities, or any
combination thereof, appertaining or related to the Water and
Sewerage Facilities.
(11) Escrow Agent: The Idaho First National Bank,
Boise, Idaho, as escrow agent under the Escrow Agreement, and
its successors and assigns.
(12) Escrow Agreement: the Escrow Agreement dated as of
August 27, 1985, between the City and the Escrow Agent, as
amended from time to time.
(13) Event of Default: each of the events stated in
Section 11 hereof.
(14) Facilities: the public utility comprising the
Water 5ystem of the City and the Sewerage System of the City,
the whole constituting and operated as a revenue producing
public utility for said City, as it now and may hereafter
exist and be improved and extended while any of the Bonds or
Parity Bonds remain outstanding, including all improvements,
additions and extensions made thereto and including all real
and personal property of every nature owned by the City and
used or useful in the operation thereof, whether within or
without the boundaries of the City.
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(15) Federal Securities: bills, certificates of
indebtedness, notes, bonds or similar securities which are
direct obligations of, or the principal and interest of which
obligations are unconditionally guaranteed by, the United
States of America, or obligations issued or guaranteed as to
principal and interest by any agency or person controlled or
supervised by and acting as an instrumentality of the United
States pursuant to authority granted by the Congress of the
United States.
(16) Fiscal Year: any period of twelve (12) consecutive
months adopted by the City as its fiscal year for financial
reporting purposes and initially means the period beginning
October 1 and ending on September 30 of each year.
(17) Holder: when used in conjunction with any Bonds,
or any other designated securities, the Person who is the
registered owner of the designated item.
(18) Improve or Improvement: the extension, enlargement
or betterment, or any combination thereof, of the Facilities,
but not incuding reconstruction, replacement, repair or other
renewal of existing facilities that does not increase the
Facilities' capacity or materially improve the treatment
technology or efficiency.
(19) Independent Accountant: any certified public
accountant or any firm of certified public accountants, duly
licensed to practice and practicing as such under the laws of
the State, appointed and paid by the City, who is not
connected with ~he City as a member, officer or employee of
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the City Council, but who may be regularly retained to make
annual or similar audits of any books or records of the City,
and who is reasonably acceptable to the Trustee.
(20) Maximum Annual Cumulative Debt Service Require-
ments: the maximum Debt Service Requirements to be paid
during any one Fiscal Year for all Outstanding Bonds and any
Additional Parity Bonds for the period beginning with the
Fiscal Year in which such computation is made and ending with
the Fiscal Year in which all Bonds and Additional Parity
Bonds cease to be Outstanding.
(21) Mayor: the Mayor of the City or his or her
successors in office.
(22) Net Pledged Revenues: all Pledged Revenues
remaininq after the deduction of Operation and Maintenance
Expenses.
(23) Operation and Maintenance Expenses: such
reasonable and necessary current expenses of the City, paid
or accrued, for operating, maintaining and repairing the
Facilities; the term includes, without Iimitation:
(a) Engineering, auditing, legal and other
overhead expenses of the City directly related and
reasonably allocable to the administration, operation
and maintenance of the Facilities;
(b) Insurance and surety bond premiums related to
the Facilities;
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(c) The reasonable charges of the Trustee, Escrow
Agent and Paying Agent;
(d) Payments to pension, retirement, health and
hospitalization funds in connection with the operation
of the Facilities;
(e) Ordinary and current rentals of equipment or
other property in connection with the operation of the
Facilities;
(f) Contractual services, professional services,
salaries, administrative expenses, and costs of labor
appertaining to the Facilities and the cost of materials
and supplies used for current operation of the
Facilities; and
(g) The costs incurred in the collection of all or
any part of the Pledged Revenues.
Operation and Maintenance Expenses do not include:
(i) Any allowance for depreciation;
(ii) Any costs of Improvements, Acquisition or
Equipment;
(iii) Any accumulation of reserves for capital
replacements;
(iv) Any reserves for operation, maintenance or
repair of the Facilities;
(v) Any allowance for the redemption of the
Bonds, or the payment of any interest thereon; or
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(vi) Any liability not based on contract or the
provision of services or material.
(24) Ordinance: this Ordinance of the City, adopted by
the City Council on August 13, I985, which provides for the
issuance and delivery of the Bonds.
(25) Outstanding: the Bonds, the Additional Parity
Bonds or any other designated securities of the City which
have previously been issued and which are payable in whole or
in part from the Pleged Revenues or otherwise pertaining to
the Facilities, except the following:
(a) Any Bond, Additional Parity Bond or other
security cancelled by the City, by the Paying Agerit, or
otherwise on the City's behalf, at or before such date;
(b) Any Bond or Additional Parity Bond held by or
on behalf of the City;
(c) Any Bond, Additional Parity Bond or other
security of the City for the payment or the redemption
of which moneys or Federal Securities sufficient to meet
all of the payment requirements of the principal of, the
interest on, and any prior redemption premiums due in
connection with such Bond, Additional Parity Bond or
other security to the date of maturing or any Redemption
Date thereof, shall have theretofore been deposited in
escrow or in trust for that purpose, as provided in and
reguired by Section 9 hereof; and
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(d) Any lost, apparently destroyed, or wrongfully
taken Bond, Additional Parity Bond or other security o£
the City in lieu of or in substitution for which another
bond or other security shall have been executed and
delivered pursuant to this Ordinance.
(26) Paying Agent: The Idaho First National Bank in
Boise, Idaho, which is the agent of the City for the payment
of principal of and interest on the Bonds and is responsible
for recordkeeping and change of ownership of the Bonds, and
any successor thereto.
(27) Person: not only a natural person, corporation, or
other legal entity, but also two or more natural persons,
corporations, or other legal entities acting jointly as a
firm, partnership, unincorporated association, joint venture
or otherwise.
(28) Pledged Revenues: {a) all income and revenues
derived by the City from the operation of the Facilities, or
any part thereof, whether resulting from Improvements,
extensions, alterations, enlargements, repairs or betterments
thereto, or otherwise, but not including the proceeds from
any general ad valorem taxes levied by the City or the
proceeds from any donation, grant, loan or other moneys
derived by the City not from the operation of the Eacilities
or any part thereof, and (b) all income or other gain, if
any, from any investment of Pledged Revenues and of the
proceeds of securities payable from Pledged Revenues.
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(29) Principal and Interest Fund: the special fund
created by Section SB of this Ordinance.
(30) Purchaser: Kirchner Moore & Company, of Boise,
Idaho, and its associates, if any.
(31) Record Date: the fifteenth day of the month
preceding any interest payment date or, if such day is not a
business day, the next succeeding business day.
(32) Redemption Date: the date fixed for the redemption
prior to their maturity of any Bonds or other designated
securities payable from the Pledged Revenues in any notice of
prior redemption authorized by the City, or otherwise fixed
and designated by the City.
(33) Redemption Price: when used with respect to a Bond
or other designated security payable from the Pledged _
Revenues, the principal amount thereof plus the applicable
premium, if any, payable upon the redemption thereof.
(34) Refunded Bonds: the securities of the City
designated as the "City of Meridian, Idaho, Water and Sewer
Revenue Refunding Bonds, Series August 1, 1977," dated
August 1, 1977.
(35) Refunding Act: Section 57-504, Idaho Code, as
amended.
(36) Registrar: The Tdaho First National Bank in Boise,
Idaho, which is the agent of the City for the payment of
principal of and interest on the Bonds and is responsible for
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recordkeeping and change of ownership of the Bonds, and any
successor thereto.
(37) Reserve Requirement means $208,360, the maximum
annual debt service on the Bonds.
(38) Security or securities: when used with reference
to securities of the City, any bonds, interim receipts or
certificates, warrants, debentures, notes, temporary bonds or
other obligations of the City issued by the City, or any
other evidence of indebtedness of the City incurred by the
advancement of money to the City.
(39) Series 1975 Bonds: those securities issued by the
City, named "Water and Sewer Revenue Bonds", dated October 1,
1975, which were refunded with the proceeds of the Refunded
Bonds.
(40) Service Charges: rents, rates, fees, tolls and
other charges for direct or indirect connection with or use
of the Facilities, but excluding sewer system capital
improvement fees and ad valorem taxes.
(41) State: the State of Idaho.
(42) Subordinate Bonds or Subordinate Securities: bonds
or securities payable from the Pledged Revenues having a lien
thereon subordinate or junior to the lien thereon of the
Bonds.
(43) Trustee: The Idaho First National Bank, in Boise,
Idaho, and any successor thereto.
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B. Construction. This Ordinance, except where the
context by clear implication herein otherwise requires, shall
be construed as follows:
(1} Words in the singular number include the
plural, and words in the plural include the singular.
(2) Words in the masculine gender include the
feminine and the neuter, and when the sense so indicates
words of the neuter gender refer to any gender.
(3) Articles, sections, subsections, paragraphs
and subparagraphs mentioned by number, letter or
otherwise, correspond to the respective articles,
sections, subsections, paragraphs and subparagraphs of
this Ordinance so numbered or otherwise so designated.
(4) The titles and headlines applied to articles,
sections and subsections of this Ordinance are inserted
only as a matter of convenience and ease in reference
and in no way define, or limit the scope or intent of,
any provisions of this Ordinance.
Section 2. Recitals; Authority.
A. Necessity. The City desires to refund the Refunded
Bonds in order to achieve debt service savings and to pay off
the debt obligations at an earlier date. The proceeds of the
bonds refunded by the Refunded Bonds were used to acquire a
portion of the City's Facilities for the benefit of the
public health of its inhabitants.
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B. Authority for Bonds. The City Council is
authorized by the Refunding Act and this Ordinance to issue
the Bonds to refund the Refunded Bonds. The City Council has
determined and hereby determines that alI limitations imposed
by the Refunding Act upon the issuance of the Bonds have been
duly and completely met and satisfied.
This is an emergency Ordinance which shall be effective
immediately upon its passage and adoption.
Section 3. The Bonds.
A. Authorization. The City of Meridian, Idaho, Water
and Sewer Revenue Refunding Bonds, Series 1985, in the
aggregate principal amount of $1,542,000, payable as to all
Debt Service Requirements solely out of Net Pledged Revenues,
are hereby authorized to be issued, pursuant to the Refunding
Act and the terms of this Ordinance, and the City pledges
irrevocably, but not necessarily exclusively, the Net Pledged
Revenues to the payment of the Debt Service Requirements for
the Bonds. The proceeds of the Bonds are to be used to
refund the Refunded Bonds and to pay the costs of issuance of
the Bonds.
B. Bond Details.
(1) Generally. The Bonds shall be dated as of
August 15, 1985, and be in the denomination of $5,000 or any
integral multiple thereof, each numbered consecutively in
regular numerical order from 1 upward.
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The Bonds shall bear interest thereon from August 15,
1985, to their respective maturity dates, except if redeemed
prior thereto, at the per annum rates of interest stated
below. Interest shall be payable March 1, 1986, and.
semiannually thereafter on the lst day of September and the
lst day of March of each year to Holders of record on the
Record Date.
The Bonds shall mature on the lst day of September in
the principal amounts and years, and shall bear per annum
interest at the rates as shown in the following schedule:
Maturity Principal Annual
(September 1) Amounts Interest Rates
1987 $ 17,000 6.25%
1988 75,000 6.75
1989 70,000 7.25
1990 80,000 7.75
1991 85,000 . 8.00
1992 90,000 8.20
1993 105,000 8.40
1994 110,000 8.60
1995 120,000 8.75
1996 130,000 8.90
1997 140,000 9.00
2000 520,000 9.30
As and for a sinking fund for the redemption of the
Bonds maturing on September 1, 2000 the City shall deposit in
the Principal and Interest Fund on or before September 1,
1998 and on or before each September 1, thereafter to and
including September 1, 2000, a sum which together with other
moneys available therefor in the Principal and Interest Fund,
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is sufficient to redeem (after credit as provided below) the
following principal amounts of the following Bonds initially
issued:
September Principal
of the Year Amount
1998 $160,000
1999 170,000
2000* 190,000
xr~inal mazurizy.
The Debt Service Requirements of the Bonds are payable
in lawful money of the United States of America, without
deduction for exchange or collection charges, upon
presentation and surrender of the Bonds at the office of the
Paying Agent.
If upon presentation at maturity, payment of any Bond is
not made as herein provided, interest shall continue thereon
at the interest rate designated in the Bond until the
principal thereof is paid in full.
(2) Redemption of Bonds Prior to Maturity. The Bonds
maturing on or before September 1, 1995, shall not be subject
to redemption prior to maturity. The Bonds maturing on
September 1, 1996, and thereafter shall be callable £or
redemption at the option of the City, in whole or in part, in
inverse order of maturity and by lot within any maturity, on
September 1, 1995, and on any interest payment date
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thereafter, at a Redemption Price (expressed as a percentage
of principal amount of each Bond so redeemed) of 101% plus
accrued interest thereon to the Redemption Date.
Notice of any redemption shall be given by the Trustee
by sending a copy of such notice by first-class, postage
prepaid mail, at least thirty (30) days prior to the
Redemption Date, to the Holders of each of the Bonds being
redeemed, at the addresses of the Holders as shown on the
registration books kept by the Trustee.
Such notice shall specify the number or numbers of the
Bonds so to be redeemed and the Redemption Date, and shall
further state that on the Redemption Date there will become
and will be due and payable upon each Bond so to be redeemed
at the office of the Paying Agent the principal amotznt
thereof and accrued interest on the principal amount of each
Bond to the Redemption Date, and any premiums payable on
prior redemption, and that from and after such date interest
will cease to accrue. Any Bonds redeemed prior to their
maturity by call for prior redemption (or otherwise) shall
not be reissued and shall be cancelled the same as Bonds paid
~ at ar after maturity.
(3) Partial Redemption of Bonds. Upon surrender of any
Bond for redemption in part only, Trustee shall authenticate
and deliver to the holder thereof a new Bond or Bonds of the
same series and the same maturity, of authorized
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denominations, in an aggregate principal amount equal to the
unredeemed portion of the Bond surrendered.
(4) Execution and Delivery. The bonds shall be signed
and executed by and on behalf of the City with the facsimile
signature of the Mayor, shall bear a facsimile of the seal of
the City, shall be countersigned by the facsimile signature
of the City Treasurer, shall be attested by the facsimile
signature of the City Clerk and shall be certified as to
authentication by the manual signature of a representative of
Trustee. Should any officer whose siqnature or facsimile
signature appear on the Bonds cease to be such officer before
delivery of the Bonds to the Purchaser, such signature or
facsimile signature shall nevertheless be valid and
sufficient for all purposes.
The Mayor, the City Treasurer and the City Clerk are
hereby authorized and directed to prepare and to execute the
Bonds as herein provided. When the Bonds have been duly ~
executed and sold, the officers of the City are authorized
to, and shall, deliver the Bonds to the Purchaser thereof on
receipt of the agreed purchase price.
(5) Lost, Destroyed or Taken Bonds. If any Outstanding
Bond shall become lost, apparently destroyed, or wrongfully
taken, it may be reissued in the form and tenor of the Zost,
destroyed or wrongfully taken Bond upon the owner's
furnishing, to the satisfaction of the Trustee: (a) proof of
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ownership, (b) proof of loss or destruction, and {c) a surety
bond in an the amount to be determined by Trustee. Nothing
contained in the provisions of this Section prohibits the
City from reissuing, upon such terms and conditions as the
Board may determine, and provided that such terms and
conditions are not otherwise contrary to the provisions of
this Ordinance or the requirements of law, any Outstanding
Bond which shall not have become lost, apparently destroyed,
or wrongfully taken.
(6) Recitals in Bonds. Each Bond shall recite in
substance that the Bond is payable solely from the Net
Pledged Revenues and that the Bond does not constitute a debt
of the City within the meaning of any constitutional or
statutory limitations. Each Bond shall further recite that
it is issued under the authority of the Refunding Act and
this Ordinance.
(7) Form of Bond. Subject to the provisions of this
Ordinance, each Bond shall be in substantiaZly the following
form, with such omissions, insertions, endorsements and
variations as may be required by the circumstances and as may
- be required or permitted by this Ordinance:
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(Form of Bond)
UNITED STATES OF AMERICA
STATE OF IDAHO
CITY OF MERIDIAN
WATER AND SEWER REVENUE REFUNDING BOND
SERIES 1985
INTEREST RATE MATURITY DATE ORIGINAL ISSUE DATE CUSIP
No. R- August 15, 1985 $
The City of Meridian, in the State of Idaho (the
"City"), for value received, hereby promises to pay to the
Registered Owner (named above), or registered assigns, solely
from the special funds provided therefor, the Principal Sum
(stated above) on the Maturity Date (stated above), together
with interest on said Principal Sum from the date hereof
until paid at the Interest Rate (stated above) per annum,
payable March 1, 1986 and semiannually thereafter on the lst
day of September and the lst day of March of each year, until
said principal sum is paid, except as the provisions
hereinafter set forth with respect to redemption of this Bond
prior to maturity may become applicable hereto. If upon
presentation at maturity or redemption payment of this Bond
is not made as herein provided, interest shall continue at
the interest rate designated herein until the principal
hereof is paid in full.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH ON THE REVERSE HEREOE WHICH SHALL FOR ALL PURPOSES
HAVE THE SAME EFEECT AS THOUGH SET EORTH HEREIN.
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This Bond shall not be valid or become obligatory for
any purpose or be entitled to any security or benefit under
the proceedings of the City authorizing the issuance of the
Series 1985 Bonds until the Certificate of Authentication
herein shall be signed on behalf of the Paying Agent.
IN WITNESS WHEREOF, the City of Meridian, Idaho, has
caused this Bond ta be signed in its name and on its behalf
with the £acsimile signature of its Mayor, to be
countersigned by the facsimile signature of the City
Treasurer, to be sealed with a facsimile seal of the City,
and to be signed and attested by the facsimile signature of
the City Clerk all as of the date set forth above.
CITY OF MERIDIAN, IDAHO
By (Facsimile Signature)
Mayor
(FACSIMILE SEAL)
COUNTERSIGNED:
By (Eacsimile Signature)
City Treasurer
Attest:
(Facsimile Signature)
City Clerk
(Form of Trustee's Certificate of Authentication)
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CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described in
the within-mentioned Ordinance.
THE IDAHO FIRST NATIONAL BANK,
as Paying Agent
By (Facsimile Signature)
Authorized Officer
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[Back of Bond]
The principal of, interest on, and any premium due in
connection with the redemption of this Bond (the "Debt
Service Requirements") are payable in lawful money of the
United States of America, without deduction for exchange or
collection charges, out of the special funds hereinafter
specified, but not otherwise, at the principal corporate
trust office of The Idaho First National Bank, Boise, Idaho
(the "Paying Agent"), upon presentation and surrender of this
Bond. Payment of interest on this Bond shall be made to such
person as is the Registered Owner thereof,on the "Record
Date" and shall be paid by check or draft mailed to such
person as is the Registered Owner thereof on the "Record
Date" at his address as it appears on the regis~ration books
of Issuer or at such other address as is furnished to Trustee
in writing by such Registered Owner. The Record Date for
interest payable on the first day of a month shall be the
fifteenth day of the month prior to the interest payment date.
As and for a sinking fund for the redemption of the
Bonds maturing on September 1, 2000, the City shall deposit
in the Principal and Interest Fund on or before September 1,
1998, and on or before each September 1 thereafter to and
including September 1, 2000, a sum which together with other
moneys available therefor in the Principal and Interest
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Fund, is suf£icient to redeem the following principal amounts
of the following Bonds initially issued:
September 1 Principal
of the Year Amount
1998 $160,000
1999 170,000
2000* 190,000
*Final maturity
Bonds of this issue maturing on or before
Septembex 1, 1995, are not redeemable prior to their
respective maturity dates. Bonds maturing September 1, 1996,
and thereafter shall be callable for redemption at the option
of the City in whole, or in part in inverse order of maturity
and by lot within any maturity, on September 1, 1995, and on
any interest payment date thereafter, at a redemption price
(expressed as a percentage of each bond so redeemed) of 101%,
plus accrued interest thereon to the redemption date.
Redemption shall be made by sending a copy of
such notice by first-class postage prepaid mail, at least
thirty (30) days prior to the redemption date to the holders
of each of the Bonds being redeemed, to the names and
addresses of the holders of record kept by the Paying Agent.
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If this Bond shall have been duly called for redemption and
if on or before the redemption date there shall have been
deposited with the Paying Agent funds sufficient to pay this
Bond at the redemption date, then this Bond, and interest
shall cease to accrue hereon after the redemption date.
This Bond and the Bonds of the series of which
this is one are limited and special obligations, and not
general obligations, of the City payable solely out of and
secured by an irrevocable pledge of the net revenues derived
and to be derived from the water and sewerage facilities and
of the City, as more specifically provided in an Ordinance
adopted by the City Council of the City (the "Ordinance"),
pursuant to which this Bond is issued. This Bond does not
constitute a debt or an indebtedness of the City within the
meaning of any constitutional or statutory provision or
limitation of the State of Idaho.
Payment of the Debt Service Requirements of this
Bond shall be made solely from, and as security for such
~ayment there are irrevocably (but not exclusively) pledged
pursuant to the Ordinance, two special funds identified as
the "City of Meridian, Idaho, Water and Sewer Revenue
Refunding Bonds, Principal and Interest Fund" and the "City
of Meridian, Idaho, Water and Sewer Revenue Refunding Bonds,
Debt Service Reserve Fund," into which funds the City has
covenanted in the Ordinance to pay respectively, from the
revenues derived from the operation of the City's water and
sewerage
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facilities, after provision is made only for the payment of
all necessary and reasonable current expenses of operating,
maintaining and repairing the water and sewerage facilities,
sums sufficient to pay when due the Debt Service Requirements
of the Bonds of the series of which this is one and any
additional parity bonds hereafter issued and payable from
such revenues, and to accumulate and maintain a specified
reserve for such purposes. In addition, the City may at its
option augment such funds with any other moneys of the City
legally available for expenditure for the purposes thereof as
provided in the Ordinance.
It is hereby recited, certified and warranted that for
the payment of this Bond and of the interest hereon, the City
has created and will maintain said special funds and will
deposit therein, out of such net pledged revenues, the
amounts and revenues specified in the Ordinance and out of
said special funds, as an irrevocable charge thereon, will
pay this Bond and the interest hereon, in the manner provided
by the Ordinance. The City covenants and agrees with the
holder of this Bond and with each and every person who may
become the holder hereof that it will keep and will perform
all of the covenants of this Bond and of the Ordinance.
This Bond is one of a series of Bonds in the aggregate
principal amount of 51,542,000, of like tenor and date,
except as to number, maturity and interest rate, issued as
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fully registered Bonds in the denomination of $5,000 or any
integral multiple thereof, with the exception of one Bond in
the amount of $2,000, and authorized for the purpose of
refunding certain outstanding bonds of the City. This Bond
is issued under the authority of and in full conformity with
the Constitution and all other laws o~ the State of Idaho
thereunto enabling, and pursuant to the Ordinance duly
adopted prior to the issuance of this Bond. This Bond is
issued under the authority of Section 57-504, Idaho Code, as
amended, and this recital conclusively imparts full
compliance with all of the provisions of said statute.
Reference is hereby made to the Ordinance, and to any
and all modifications and amendments thereof, for a
description of the provisions, terms and conditions upon
which the Bonds of the series of which this is one are issued
and secured, including, without limitation, the nature and
extent of the security for the Bonds, provisions with respect
to the custody and application of the proceeds of the Bonds,
the collection and disposition of the revenues and moneys
charged with and pledged to the payment of the Debt Service
Requirements of the Bonds, the terms and conditions upon
which the Bonds are issued, a description of said special
funds referred to above and the nature and extent of the
security and pledge afforded thereby for the payment of the
Debt Service Requirements, and the manner of enforcement of
said pledge, as we11 as the rights, duties, immunities and
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obligations of the City and also the rights and remedies of
the holders of the Bonds.
To the extent and in the respects permitted by the
Ordinance, the provisions of the Ordinance, or any instrument
amendatory thereof or supplemental thereto, may be modified
or amended by action of the City taken in the manner and
subject to the conditions and exceptions provided in the
Ordinance. The pledge of revenues and other obliqations of
the City under the Ordinance may be discharged at or prior to
the maturity or prior redemption of the Bonds upon the making
of provision for the payment,of the Bonds on the terms and
conditions set forth in the Ordinance.
It is hereby recited, certified and warranted that all
the requirements of law have been fully complied with by the
proper officers of the City in the issuance of this Bond;
that it is issued pursuant to and in strict conformity with
the Constitution and all other laws of the State of Idaho,
and with the Ordinance and any instrument supplemental
thereto; that this Bond does not contravene any .
constitutional or statutory limitation of the State of Idaho;
and that this Bond and each of the other Bonds of the series
of which it is one are issued under the authority of the
Ordinance.
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(Form for Transfer)
FOR VALUE RECEIVED, ,the undersigned,
hereby sells, assigns and transfers unto
(Tax Identi£ication or Social Security No. )
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for
registration thereof, with full power of substitution in the
premises.
Dated:
NOTICE: The signature to
this assignment must
correspond with the name
as it appears upon the
face of the within Bond
in every particular,
without alteration or
enlargement or any
change whatever.
(End of Form of Bond)
[The approving legal opinion of bond counsel will be
printed on the Bonds.j
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IT IS HEREBY CERTIFIED that upon the date of issuance
of this Bond, the legal opinion of Messrs. Kutak Rock &
Campbell, Denver, Colorado, in substantially the form set
forth above, was delivered to the City of Meridian, Idaho,
and that said original legal opinion was signed by said
attorneys and dated as of the date of delivery.
(Facsimile Signature)
City Clerk
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(7) Temporary Bonds. Until the Bonds in definitive
form are ready for delivery, the Trustee may execute and
deliver, subject to the provisions, limitations and
conditions set forth above, one or more Bonds in temporary
form, whether printed, typewritten, lithographed or
otherwise produced, substantially in the form of the
definitive Bonds, with appropriate omissions, variations and
insertions, and in authorized denominations. Until
exchanged for Bonds in definitive form, such Bonds in
temporary form shall be entitled to the lien and benefit of
this Ordinance. Upon the presentation and surrender of any
Bond or Bonds in temporary form, the Paying Agent shall,
without unreasonable delay, prepare, execute and deliver, in
exchange therefor, a Bond or Bonds in definitive form. Such
exchange shall be made without making any charge therefor to
the Holder of such Bond in temporary form.
C. Bonds Equally Secured. The covenants and
agreements herein set
City shall be for the
of the Holders of any
regardless of the tim~
of equal rank without
any of the Bonds over
expressly provided in
forth to be performed on behalf of the
egual benefit, protection and security
and all of the Bonds, all of which,
= or times of their maturity, shall be
preference, priority or distinction of
any other thereof, except as otherwise
or pursuant to this Ordinance.
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D. Special Obligations. All of the Bonds, as to all
Debt Service Requirements thereof, shall be payable and
collectible solely out of the Net Pledged Revenues, which
Net Pledged Revenues are hereby so pledged for that purpose;
the Holder or Holders of any of the Bonds may not look to
any general or other fund of the City for the payment of the
Debt Service Requirements, except the herein-designated
special funds pledged therefor; the bonds shall not
constitute an indebtedness or a debt of the City within the
meaning of any cons~itutional or statutory provision or
limitation of the State; and the Bonds shall not be
considered or held to be general obligations of the City but
shall constitute special and limited obligations of the
City. The Bonds are not payable in whole or in part from
the proceeds of general property taxes and the full faith
and credit of the City is not pledged for payment of the
Bonds.
Section 4. Sale of Bonds.
A. Award of Bonds. The Purchaser has offered to
purchase the Bonds in accordance with the terms of this -
Ordinance at a purchase price of $1,489,572 plus accrued
interest to the date of delivery. The sale of the Bonds to
the Purchaser in accordance with such offer is hereby
awarded and such offer accepted.
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B. Preliminary Official Statement; Official State-
ment. The Council has received for approval and there is
now on file in the office of the City Clerk the Preliminary
Official Statement of the City dated August 5, 1985,
relating to the issuance and sale of the Bonds. The
contents of the Preliminary Official Statement are hereby
approved. A final ~fficial Statement is being prepared.
The use of the Preliminary Official Statement and the final
O£ficial Statement by the Purchaser for the reoffering of
the Bonds to the public is approved. The Mayor, on behalf
of the City, is authorized to sign one or more copies of the
final Official Statement, in the form approved by the Mayor
and the City Attorney, such signature to constitute
conclusive evidence of such approval.
C. Escrow Agreement; Redemption of Refunded Bonds.
The members of the City Council and the City Attorney have
received and reviewed copies of the Escrow Agreement. The
Escrow Agreement is hereby approved and adopted and the
Mayor and the City Clerk are authorized to execute and
attest, and to affix the seal of the City to, the Escrow
Agreement in substantially the form received and hereby
approved, with such changes therein as said officers shall
approve, their execution thereof to conclusively evidence
the City's approval of all such changes from the form
presently in the files of the City. The proper officers of ,
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the City shall take such actions as may be necessary to
carry out and effectuate the provisions of the Escrow
Agreement. The Purchaser is hereby authorized to act as
agent for the City in connection with any such
subscription. The Idaho First National Bank, Boise, Idaho
is hereby appointed Escrow Agent.
Section 5. Creation of Special Funds.
A. Disposition of Bond Proceeds and Other Revenues;
Security for Bonds. The Trustee shall first pay the costs
of issuing the Bonds from the Bond proceeds. Such costs
shall be paid at the time the Bonds are issued on the basis
of invoices then available; moneys for costs not then
ascertainable shall be paid to the Purchaser. Thereafter,
proceeds from the sale of the Bonds in the amount of
$1,540,650 will be deposited with the Escrow Rgent for
application pursuant to the Escrow Agreement. The remainder
of the proceeds of the Bonds shall be deposited by the City
in the funds described in this Section 5, to be accounted
for in the manner and priority set forth in this Section 5.
The validity of the Bonds shall not be dependent on nor
be affected by the validity or regularity of any proceedings
relating to the Facilities or any part therof. The
Purchaser of the Bonds, any associate thereof, and any
subsequent Holder of any Bonds shall in no manner be
responsible for the application or disposal by the City or
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by any of its officers, agents and employees of the moneys
derived from the sale of the Bonds or of any other moneys
designated in this Section 5.
So long as any of the Series 1975 Bonds remain
outstanding, all payments required by Ordinance No. 283
adopted and approved by the Mayor and City Council of the
City on October 28, 1975, to be made into the funds and
accounts established in Article III of Ordinance No. 283,
shall continue to be made. Thereafter payments shall be
made in the manner herein specified.
The Pledged Revenues, and all moneys and securities
paid or to be paid to or held or to be held in any fund or
account hereunder are hereby pledged to secure the payment
of the Debt Service Requirements of the Bonds; and this
pledge shall be valid and binding from and after the date of
the first delivery of the Bonds, and the moneys, as received
by the City and hereby pledged, shall immediately be subject
to the lien of this pledge without any physical delivery
thereof, any filing, or further act, and the lien of this
pledge and the obligation to perform the contractual
provisions hereby made shall have priority over any or all
other obligations and liabilities of the City (except as
herein otherwise expressly provided), and the lien of this
pledge shall be valid and binding as against all parties
having claims of any kind in tort, contract or otherwise
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against the City, irrespective of whether such parties have
notice thereof.
B. Principal and In~erest Fund. There is hereby
established and the City Treasurer is hereby authorized to
create with the Trustee a special fund entitled the "City of
Meridian, Idaho, Water and Sewer Revenue Refunding Bonds,
Principal and Interest Fund." The Trustee shall deposit in
the Principal and Interest Eund, forthwith upon receipt of
the proceeds of the Bonds, accrued interest on the Bonds in
the amount of $4,429.67 from their date to the date of their
delivery to the Purchaser, to apply to the payment of
interest on the Bonds as the same becomes due after their
delivery.
There shall be deposited in~o the Principal and
Interest Fund by the City the following:
(1) Interest Payments. On or before five (5) days
prior to the next maturing installment of interest on the
Bonds and any Additional Parity Bonds then Outstanding the
amount, if any, needed to increase the amount in the
Principal and Interest Account so that there are moneys
therein sufficient to pay such interest; and
(2) Principal Payments. On or before five (5) days
prior to the next maturinq installment of principal of the
Bonds and any Additional Parity Bonds then Outstanding the
amount, if any, needed to increase the amount in the
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Principal and Interest Fund so that there are moneys therein
sufficient to pay such next maturing installment of
principal.
Such interest and principal shall be promptly paid to
the Holders of the Bonds and any such Additional Parity ~
Bonds when due.
The moneys credited to the Principal and Interest Fund
shall be used only to pay the Debt Service Requirements of
the Bonds and any Additional Parity Bonds then Outstanding,
as such Debt Service Requirements become due, except as
otherwise provided in Sections 5D and 9 hereof.
C. Debt Service Reserve Fund. There is hereby
established and the Treasurer is hereby authorized to create
with the Trustee a special fund entitled the "City of
Meridian, Idaho, Sewer Revenue Refunding Bonds, Debt Service
Reserve Fund." The City shall deposit in the Debt Service
Reserve Fund, from moneys already on deposit in~an existing
debt service reserve fund, the sum of $205,000, and shall
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also deposit from Bond proceeds, the sum of $3,360, so that
the amount on deposit therein is equal to the Reserve
Requirement.
If at any time the City for any reason shall fail to
pay into the Principal and Interest Fund the amount
necessary for the Debt Service Requirements of the Bonds and
any Additional Parity Bonds, then an amount equal to such
deficiency shall be paid immediately into the Principal and
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Interest Fund from the Debt Service Reserve Fund equal to
such deficiency. The money so used shall be replaced in the
Debt Service Reserve Fund by the City from moneys legally
available for such purpose within 60 days after such
transfer. If Additional Parity Bonds are Outstanding and
the proceedings authorizing the issuance of those securities
require the replacement of moneys in, a reserve account
therefor, then the moneys replaced in the Debt Service
Reserve Fund shall be replaced on a pro rata basis based
upon the principal amount of the then Outstanding Bonds and
the total principal amount of the then Outstanding
Additional Parity Bonds, as moneys become available therefor.
D. Termination of Deposits; Use of Moneys in Principal
and Interest Fund and Debt Service Reserve Fund. No payment
need be made into the Principal and Interest Eund or the
Debt Service Reserve Fund, or both, if the amount in the
Principal and Interest Eund and the amount in the Debt
5ervice Reserve Fund total a sum at least equal to the
entire amount of the Debt Service Requirements remaining on
the Bonds and any Additional Parity Bonds Outstanding, to
their respective maturities or to any Redemption Date or
Redemption Dates on which the City shall have exercised or
shall have obligated itself to exercise its option to
redeem, prior to their respective maturities, the Bonds and
any Additional Parity Bonds then Outstanding (provided that,
solely for the purpose of this Section 5D, there shall be
deemed to be a credit to the Debt Service Reserve Fund of
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any moneys, Federal Securities and bank deposits, or any
combination thereof, accounted for in any other account or
accounts of the City and restricted solely for the purpose
of paying the Debt Service Requirements), in which case
moneys in the Principal and Interest Eund and the Debt
Service Reserve Fund shall be used solely to pay such Debt
Service Requirements as ~he same become due; and any moneys
in excess thereof in the Principal and Interest Fund and the
Debt Service Reserve Fund and any other moneys derived from
the Pledged Revenues or otherwise pertaining to the
Facilities may be used in any other lawful manner determined
by the City.
E. Payment of Subordinate Securities. Subsequent to
fully providing for the payments required to be made by
Sections 5A through SD hereof for a given Fiscal Year, any
Pledged Revenues may be used by the City for the payment of
Debt Service Requirements of Subordinate Securities payable
from the Pledged Revenues and heretofore or hereafter
authorized to be issued in accordance with this Ordinance
and any other provisions herein supplemental thereto,
including reasonable reserves for such Subordinate
Securities, as the same accrue; but the lien of such
Subordinate Securities on the Pledged Revenues and the
pledge thereof for the payment of such Subordinate
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Securities shall be subordinate to the lien and pledge of
the Bonds and any additional Parity Bonds.
F. Use of Remaining Pledged Revenues. After the
payments required to be made by Sections 5A through 5E
hereof are made, at the end of any Fiscal Year, any
remaining Pledged Revenues may be used for any one or any
combination of lawful purposes as the City Council may from
time to time determine.
G. Budget and Appropriation of Funds. The sums
provided to make the payments specified in this Section 5
are hereby appropriated for said purposes, and said amounts
for each year shall be included in the annual budget and the
appropriation ordinance or measures to be adopted or passed
by the City Council in each year respectively while any of
the Bonds or Additional Parity Bonds are Outstanding and
unpaid, either as to principal or interest. No provisions
of any constitution, statute, resolution, or other order or
measure enacted after the issuance of the Bonds or
Additional Parity Bonds shall in any manner be construed as
limiting or impairing the obligation of the City to keep and
perform the covenants contained in this Ordinance so long as
any of the Bonds or Additional Parity Bonds remain
Outstanding and unpaid.
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Section 6. General Administration of Funds.
A. Places and Times of Deposits. Each of the special
funds created in Section 5 of this Ordinance, shall be
maintained by the Trustee as a book account as part of a
special bank account kept separate and apart from all other
accounts or funds of the City or the Trustee as trust
accounts solely for the purposes herein designated
therefor. Each bank account shall be continuously secured
to the fullest extent required or permitted by the laws of
the State for the securing of public funds and shall be
irrevocable and not withdrawable by anyone for any purpose
other than the respective designated purposes of such funds
or accounts. Each periodic payment shall be credited to the
proper book account not later than the date therefor herein
designated, except that when any such date shall be a
Saturday, a Sunday or a legal holiday, then such payment
shall be made on or before the next preceding business day.
B. Investment of Funds. Any moneys in any fund
established in Section 5 of this Ordinance may be deposited,
invested, or reinvested in any manner permitted by law. But
in no instance shall commerical paper or bankers'
acceptances be permitted as investments. Securities or
obligations purchased as such an investment shall either be
subject to redemption at any time at face value by the
holder thereof at the option of such holder, or shall mature
at such time or times as shall most nearly coincide with the
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expected need for moneys from the fund in question.
Securities or obligations so purchased as an investment of
moneys in any such fund shall be deemed at all times to be
part of the applicable fund; provided that, with the
exception of the Debt Service Reserve Eund, the interest
accruing on such investments and any profit realized
therefrom shall be credited to the Principal and Interest
Fund, and any loss resulting from such investments shall be
charged to the particular fund in question. Interest and
profit realized from investments in the Debt Service Reserve
Fund shall be credited to the Debt Service Reserve Fund,
provided that, so long as the amount in the Debt Service
Reserve Fund equals at least the Reserve Requirements, such
interest and profit shall be transferred to the Principal
and Interest Fund. Any loss resulting from such investments
in the Debt Service Reserve Fund shall be charged to the
Debt Service Reserve Fund. The City shall present for
redemption or sale on the prevailinq market any securities
or obligations so purchased as an investment of moneys in a
given fund whenever it shall be necessary to do so in order
to provide moneys to meet any required payment or transfer
from such fund. The City shall not invest any moneys
accounted for hereunder if any such investment would
contravene the covenant concerning arbitrage in Section 8Q
hereof. .
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C. No Liability for Losses Incurred_in Performin
Terms of Ordinance. Neither the City nor any officer of the
City shall be liable or responsible for any loss resulting
from any investment or reinvestment made in accordance with
this Ordinance.
Section 7. Priorities; Liens; Issuance of Additional
Parity Bonds.
A. First Lien on Pledged Revenues; Equality of Bonds.
Except as expressly provided in this Ordinance with respect
to the issuance of Additional Parity Bonds and Subordinate
Securities, the Pledged Revenues shall be and hereby are
irrevocably pledged and set aside to pay the Debt Service
Requirements of the Bonds. The Bonds and any Additional
Parity Bonds hereafter authorized to be issued and from time
to time Outstanding are equitably and ratably secured by the
lien on the Pledged Revenues and shall not be entitled to
any priority one over the other in the application of the
Pledged Revenues regardless of the time or times of the
issuance of the Bonds or any Additional Parity Bonds.
B. Issuance of Additional Parity Bonds. Nothing
herein, subject to the limitations stated in Sections 7G and
7H hereof, prevents the issuance by the City of Additional
Parity Bonds payable from the Pledged Revenues and
constituting a lien on the Pledged Revenues on a parity
with, but not prior or superior to, the lien thereon of the
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Bonds, or prevents the issuance of bonds or other securities
refundinq all or a part of the Bonds, except as provided in
Sections 7F through 7H hereof; but before any such
Additional Parity Bonds are authorized or actually issued
(excluding (i) any Additional Parity Bonds refunding the
Bonds or any prior Outstanding Additional Parity Bonds and
(ii) any Subordinate Securities as permitted in Section 7D
hereof) the following provisions must first be satisfied:
(1) Absence of Default. At the time of the
adoption of the supplemental resolution or other instrument
authorizing the issuance of the Additional Parity Bonds as
provided in Section 7H hereof, the City shall not be in
default in making any payments required by Section 5
hereof. Such absence of default shall be certified in
writing by the Mayor.
(2) Historic Revenues Test. As certified by an
Independent Accountant, either (i) the Net Pledged Revenues
derived in the last complete Fiscal Year immediately
preceding the date of the issuance of such Additional Parity
Bonds or (ii) the Net Pledged Revenues derived in the period
of twelve (12) consecutive and complete calendar months
ending not later than the second calendar month prior to the
month of issuance of the Additional Parity Bonds and not
earlier than the end of the last preceding Fiscal Year,
shall have been sufficient to pay an amount at least equal
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to 125% of the Maximum Annual Cumulative Debt Service
Requirements for all Outstanding Bonds, Outstanding
Additional Parity Bonds and the Additional Parit~ Bonds
proposed to be issued.
(3) Adjustment of Pledged Revenues. In the
computation of the historic revenues test in Section 7B(2)
hereof, the amount of the Net Pledged Revenues for either
historical period shall be decreased or increased by the
amount of loss or gain, as reasonably estimated by the City
Council, on the basis of projections by the City engineer
which are reviewed by an outside professional consultant,
which will result from (a) any change in any.schedule of
rates, fees, tolls and charges from those which were
established during such historical period, (b) any
additions, betterments and improvements to and extensions of
the Facilities which become fully operational during such
historical period, or reduction in the Facilities or (c) the
additional Net Pledged Revenues which would have been
received if any customers added to the Eacilities during
such historical period were customers for the entire period.
(4) Increases in Operation and Maintenance
Expenses. In determining the amount of Net Pledged Revenues
as set forth in Section 7B(2) hereof, consideration shall be
given to any probable increase or decrease in the Operation
and Maintenance Expenses of the Facilities, as reasonably
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estimated by the City Council, and an appropriate adjustment
shall be made in such determination.
(5) Adequate Reserves. The proceedings under
which any such Additional Parity Bonds are issued must
provide for the deposits of moneys to or the accumulation of
moneys in the Debt Service Reserve Fund from any source
legally available to the City and contain a covenant by the
City to maintain the Debt Service Reserve Fund in an amount
at least equal to the Maximum Annual Cumulative Debt Service
Requirements of the Additional Parity Bonds, which amount
shall be in addition to the amounts required to be
maintained in the Reserve Fund with respect to the Bonds or
any other Additional Parity Bonds issued prior to the
proposed Additional Parity Bonds.
(6) Authorized Purposes. Any Additional Parity
Bonds shall be issued solely for the purpose of paying the
Cost of Improvements, Equipment, Acquisition or
reconstruction, replacement, repair or other renewal of the
Facilities.
C. Certification of Revenues. In the cases of
certification of the absence of default as required by
Section 7B(1) hereof and of the computation of the historic
revenue tests provided in Section 7B(2) hereof, and when
adjusted in the manner provided in Sections 7B(3) and 7B(4j,
the specified and required written certifications by the
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Independent Accountant or by the City Council shall be
conclusively presumed to be accurate in determining the
right of the City to authorize, issue, sell and deliver
Additional Parity Bonds in the absence of fraud or reckless
disregard of the truth.
D. Subordinate Securities Permitted. Nothing herein,
subject to the limitations stated in Sections 7G and 7H
hereof, prevents the City from issuing additional bonds or
other additional securities for the purpose of expansion,
betterment or improvement of the Facilities, payable from
the Pledged Revenues and having a lien thereon subordinate,
inferior and junior to the lien thereon of the Bonds and any
Additional Parity Bonds.
E. Superior Securities Prohibited. Nothing herein
permits the City to issue additional bonds or other
additional securities or to enter into any other contract or
obligation payable from the Pledge Revenues and having a
lien thereon prior and superior to the lien thereon of the
Bonds and any Additional Parity Bonds.
F. Refunding Bonds. If the City Council shall find
it desirable to refund any Outstanding Bonds, or Outstanding
Additional Parity Bonds, such Bonds, or Additional Parity
Bonds or any part thereof, may be refunded regardless of
whether the priority of the lien for the payment of the
refunding securities on the Pledged Revenues is different
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from the priority of the lien for the payment of the
refunded securities (except as provided in Section 7E);
provided that the issuance of any such refunding bonds or
other refunding securities shall be subject to the following
additional requirements and conditions:
(1) Surrender for Payment. The Bonds or Additional
Parity Bonds to be refunded, at the time or times of their
required surrender for payment on refunding, shall either
then mature or shall be then callable for prior redemption
at the City's option upon proper call, unless the Holder or
Holders of all such Bonds or Additional Parity Bonds consent
to such surrender and payment.
(2) Partial Refundings. In the event of a refunding
of less than all of the Outstanding Bonds or less than all
of the Additional Parity Bonds, the refunding bonds or
refunding securities issued pursuant to this Section 7F
shall enjoy complete equality of lien upon the Pledged
Revenues with the unrefunded portion of the Outstanding
Bonds or the unrefunded portion of the Outstanding
Additional Parity Bonds. In addition, except as otherwise
provided in the ordinance providing for the issuance of such
refunding bonds or securities, the Holder or Holders of such
refunding bonds or refunding securities shall be subrogated
to, have, and enjoy all of the rights and privileges
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previously had and enjoyed by the Holder or Holders of the
Bonds or Additional Parity Bonds refunded thereby.
(3) Protection of Bonds or Additional Parity Bonds
Not Refunded.
If only a part of the Outstanding Bonds or
Outstanding Additional Parity Bonds is to be refunded, then
such part of said securities may not be refunded without the
consent of the Holder or Holders of the unrefunded portion
of such securities, unless:
(a) Rectuirements Not Increased. For the period
of time up to and including the last maturity date or last
Redemption Date, if any, of the Outstanding unrefunded Bonds
or the Outstanding unrefunded Additional Parity Bonds, the
aggregate principal and interest due on the refunding bonds
or refunding securities and the Outstanding unrefunded Bonds
and the Outstanding unrefunded Additional Parity Bonds do
not exceed the aggregate principal and interest which would
have been due in any such Bond Year but for the issuance o£
the refunding bonds or refunding securities; or
(b) Subordinate Lien. The lien on any Pledged
Revenues for the payment of the refunding bonds or refunding
securities is subordinate to each such lien for the payment
of any Bonds or Additional Parity Bonds not refunded; or
(c) Default and Coverage Test. The refunding
bonds or refunding securities are issued in compliance with
the Net Pledged Revenue coverage requirements and the Debt
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Service Reserve Fund requirements of Section 7B hereof and
the requirement of Section 7C hereof with respect to
certification of revenues is met, but excluding from any
computation thereunder the securities to be refunded and
redeemed and which shall forthwith upon the issuance of the
refunding securities be no longer deemed Outstanding.
G. Pavment Dates of Additional Parity Bonds. Any
Additional Parity Bonds or Subordinate Bonds (including,
without limitation, any refunding securities) issued in
compliance with the terms hereof may bear interest on any
days designated by the City, but the first interest payment
date shall be for interest accruing for a period not in
excess in the aggregate of one year.
H. Supplemental Ordinances. Additional Parity Bonds
or Subordinate Bonds shall be issued only after
authorization thereof by ordinance of the City Council
stating the purpose or purposes of the issuance of such
additional securities, directing the application of the
proceeds thereof to such purpose or purposes, directing the
execution thereof, and fixing and determining the date,
principal amount, maturity or maturities, designation and
numbers thereof, the rate or rates of interest to be borne
thereby, any prior redemption privileges of the City with
respect thereto, and other provisions thereof in accordance
with this Ordinance. All additional securities shall bear
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such date, shall bear such numbers and series designation,
letters or symbols prefixed to their numbers distinguishing
them from each other security issued or to be issued, shall
be payable at such place or places, may be subject to
redemption prior to maturity on such terms and conditions,
as may be provided, and shall bear interest at such rate or
at such different or varying rates per annum, all as may be
fixed by ordinance of the City Council.
Section 8. Covenants.
The City hereby particularly covenants and agrees with
the Holders of the Bonds and any Additional Parity Bonds
outstandinq from time to time, and makes provisions which
shall be a part of its contract with such Holders, which
covenants and provisions shall be kept by the City
continuously until all of the Bonds and the interest thereon
have been fully paid and discharged, to the effect and with
the purpose that:
A. Rate Maintenance Covenant. The City covenants
that it will prescribe, revise and collect Service Charges
and other rates, fees, tolls, water and sewer system capital
improvement fees and charges or any combination thereof in
connection with, or for the use of, the Facilities, and
reasonable penalties for any delinquencies, which shall
produce Net Pledged Revenues and other moneys legally
available and credited to the Pledged Revenue Fund, after
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payment of Operation and Maintenance Expenses, in an amount
equal to at least 125% of the Debt Service Requirements for
the Outstanding Bonds and Outstanding Additional Parity
Bonds in the next subsequent Fiscal Year.
In the event that such Service Charges and other rates,
fees, tolls, water and sewer system capital improvement fees
and charges at any time should not be sufficient to make all
of the payments and accumulations required by this
Ordinance, the City Council will increase its Service
Charges and other rates, fees, tolls, sewer system capital
improvements fees and charges to such an extent as to insure
the payments and accumulations required by the provisions of
this Ordinance.
The foregoing covenant is subject to compliance by the
City with any legislation of the United States or the State
or any regulation or other action taken by the federal
government or any State agency or any political subdivision
of the State pursuant to such legislation, in the exercise
of the police power thereof for the public welfare, which
legislation, regulation or action applies to the City and
limits or otherwise inhibits the amounts af any Service
Charges and other rates, fees, tolls, sewer system capital
improvement fees and charges due to the City for the use of
or otherwise pertaining to any and all services rendered by
the Facilities.
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B. Collection of Charges. The City shall cause all
Service Charges and other rates, fees, tolls, sewer system
capital improvement fees and charges pertaining to the
Facilities to be billed promptly and collected as soon as
reasonable, shall prescribe and enforce rules and
regulations or impose contractual obligations for the
payment thereof, to the end that the Pledged Revenues shall
be adequate to meet the requirements of this Ordinance and
any other resolution or instrument supplemental thereto.
C. Performance of Duties. The City, acting by and
through its officers, or otherwise, shall faithfully and
punctually perform, or cause to be performed, all duties
with respect to the Pledged Revenues and the Facilities
required by the Constitution and laws of the State,
including, without limitation, the proper segregation of the
proceeds of the Bonds and the Pledged Revenues and their
application from time to time to the respective funds
provided therefor.
D. Costs of Bond Issue and of Performance. Except as
otherwise specifically provided herein, all costs and
expenses incurred in connection with the issuance of the
Bonds, payment of the Debt Service Requirements, or with the
City's performance of or compliance with any covenant or
agreement contained in this Ordinance, shall be paid
exclusively from the proceeds of the Bonds, or from the
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Pledged Revenues, or from other legally available moneys,
and in no event shall any of such costs or expenses be
required to be paid out of or charged to the general funds
of the City.
E. Further Assurances. At any and all times the City
shall, so far as it may be authorized by law, pass, make,
do, execute, acknowledge, deliver and file or record all and
every such further instruments, acts, deeds, conveyances,
assignments, transfers, other documents and assurances as
may be necessary or desirable for the better assuring,
conveying, granting, assigning and confirming all and
singular the rights, the Pledged Revenues and other funds
and accounts hereby pledged or assigned, or intended so to
be, or which the City may hereafter become bound to pledge
or to assign, or as may be reasonable and required to carry
out the purposes of this Ordinance. The City, acting by and
through its officers, or otherwise, shall at all times, to
the extent permitted by law, defend, preserve and protect
the pledge of the Pledged Revenues and other funds and
accounts pledged hereunder and all the rights of every
Holder of any of the Bonds against all claims and demands of
all Persons whomsoever.
F. Conditions Precedent. Upon the date of issuance
of any of the Bonds, all conditions, acts and things
required by the Constitution or laws of the United States,
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the Constitution or laws of the State or this Ordinance, to
exist, to have happened, and to have been performed
precedent to or in the issuance of the Bonds shall exist,
have happened and have been performed, and the Bonds,
together with all other obligations of the City, shall not
contravene any debt or other limitation prescribed by the
Constitution or laws of the United States or the
Constitution or laws of the State.
G. Efficient Operation and Maintenance; No Free
Service. The City shall at all times operate the Eacilities
properly and in a sound and economical manner. The City
shall maintain, preserve and keep the Facilities properly or
cause the same so to be maintained, preserved, and kept,
with the appurtenances and every part and parcel thereof in
good repair, working order and condition, and shall from
time to time make or cause to be made all necessary and
proper repairs, replacements and renewals so that at all
times the maintenance of the Facilities may be properly and
advantageously conducted. All salaries, fees, wages and
other compensation paid by the City in connection with the
repair, maintenance and operation of the Facilities shall be
reasonable and no more than would be paid by other similarly
situated municipal corporations for similar services.
If the City shall use the Facilities as a customer, it
shall pay a fair and reasonable amount for such service. In
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no event shall the City pay a greater amount than would be
charged a private Person for similar service.
H. Records and Accounts. The City will keep proper
books of record and account, separate and apart from all
other records and accounts, showing complete and correct
entries of all transactions relating to the funds referred
to herein and the Facilities.
I. Rules, Regulations and Other Details. The City,
acting by and through its officers, shall establish and
enforce reasonable rules and regulations governing the
construction, operation, care, repair, maintenance,
management, control and use of the Facilities. The City
shall observe and perform all of the terms and conditions
contained in this Ordinance and shall comply with all valid
acts, rules, regulations, orders and directives of any
legislative, executive, administrative or judicial body
applicable to the Facilities.
J. Payment of Governmental Charges. The City shall
pay or cause to be paid all taxes and assessments or other
municipal or governmental charges, if any, lawfully levied
or assessed upon or in respect of the Facilities or upon any
part thereof, or upon any portion of the Pledged Revenues,
when the same shall become due, and shall duly observe and
comply with all valid requirements of any municipal or
governmental authority relative to the Facilities or any
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part thereof, except for any period during which the same
are being contested in good faith by proper legal
proceedings. The City shall not create or suffer to be
created any lien or charge upon the Facilities or any part
thereof, or upon the Pledged Revenues, except the pledge and
lien Created by this Ordinance for the payment of the Debt
Service Requirements due in connection with the Bonds, and
except as herein otherwise permitted. The City shall pay or
cause to be discharged or shall make adequate provision to
satisfy and to discharge in a timely fashion, all lawful
claims and demands for labor, materials, supplies or other
objects which, if unpaid, might by law become a lien upon
the Facilities or any part thereof, or the Pledged Revenues;
but nothing herein requires the City to pay.or to cause to
be discharged or to make provision for any such tax,
assessment, lien or charge, so long as the validity thereof
is contested in qood faith by appropriate 1ega1 proceedings.
K. Protection of Security. The City, its officers,
agents and employees, shall not take any action in such
manner or to such extent as might prejudice the security for
the payment of the Debt Service Requirements of the Bonds
and any other securities payable from the Pledged Revenues
according to the terms thereof.
L. Additional Securities. The City shall not
hereafter issue any bonds or securities relating to the
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Facilities or the Project and payable from Pledged Revenues
without compliance with the requirements with respect to the
issuance of Additional Parity Bonds or Subordinated Bonds
set forth herein.
M. Other Liens. Other than as provided herein, there
are no liens or encumbrances of any nature whatsoever on or
against the Facilities or any part thereof, or on or against
the Pledged Revenues.
N. Disposal of Facilities Prohibited. Except for the
use of the Facilities in the normal course of business,
neither all nor a substantial part of the Facilities shall
be sold, mortgaged, pledged, encumbered, alienated or
otherwise disposed of, until all of the Bonds and any
Additional Parity Bonds have been paid in full, or unless
provision has been made therefor; provided, however, that
the City may sell, exchanqe or lease at any time and from
time to time any property or facilities constituting part of
the Facilities and not useful in the construction,
reconstruction or operation thereof; but any proceeds of any
such sale or exchange received and not used to replace such
property so sold or exchanged shall be deposited in the
Principal and Interest Fund, and any proceeds of any such
lease received shall be deposited by the City in the
Principal and Interest Fund.
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0. Surety Bonds. Each official or other person
having custody of any Pledged Revenues or responsible for
their handling sha11 be fu11y bonded at all times, which
bond shall be conditioned upon the proper application of
said moneys. The cost of each such bond shall be considered
one of the operating costs of the Facilities, unless
otherwise provided by law.
P. Arbitrage Covenant. The City covenants with the
Holders of the Bonds that it will make no use of proceeds of
the Bonds at any time during the term thereof which, if such
use had been reasonably expected on the date the Bonds are
issued, would have caused the Bonds to be arbitrage bonds
within the meaning of Section 103(c) of the Internal Revenue
Code of 1954,.as amended, and any Successor Section.
Q•
Loss from Condemnation.
If any part of the
Facilities is taken by the exercise of a power of eminent
domain, the amount of any award received by the City as a
result of such taking shall be expended upon the
Improvement, Equipment or Acquisition of the Facilities, or
shall be applied to the redemption of the Outstanding Bonds
and any Outstanding Additional Parity Bonds in accordance
with the provisions hereof and of any authorizing
proceedings authorizing the prior redemption of such
securities, or sha11 be held as a reserve for expenditure
subsequently upon such capital improvements or upon such
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redemption of securities at maturity or prior thereto, or
any combination thereof, as the City Council may determine.
R. Inspection of Records. Any Holder of at least 10%
of the aggregate principal amount of the Outstanding Bonds
and any Outstanding Additional Parity Bonds, any duly
authorized agent or agents o£ such Holder, or the Purchaser
of the Bonds, shall have the right at all reasonable time to
inspect all records, accounts and data relating to the
Facilities and the Pledged Revenues, to make copies of such
records, accounts and data at the Holder's or Purchaser's
expense, and to inspect the Facilities.
S. Audits Reguired. The City, annually following the
close of each Fiscal Year, shall order an audit for that
Fiscal Year of the books and accounts pertaining to the
Facilities to be made forthwith by an independent
Accountant, and order an audit report showing the receipts
and disbursements for each £und or account pertaining to the
Facilities and/or the Pledged Revenues. All expenses
incurred in the making of the audits and reports required by
this Section shall be regarded and paid as an Operation and
Maintenance Expense. Such audit reports shall be provided,
as soon as they become available each year and in any event
within 120 days of the end of the preceeding Eiscal Year, to
the Trustee, the Purchaser and any Holder of any Bond or
Additional Parity Bond who has filed a written request with
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the Trustee or City Treasurer asking for such an audit
report.
T. Insurance and Reconstruction. The City shall at
all times maintain with responsible insurers all such
insurance reasonably required for comparable projects and
obtainable within limits as is customarily maintained with
respect to sewerage facilities of like character against
loss of or damage to the Facilities and against public and
other liability to the extent at least reasonably necessary
to protect the interest of the City and of each Holder of a
Bond or any other security payable from the Pledged
Revenues, except as herein otherwise provided, and the City
shall provide Trustee with evidence of such insurance. If
any useful part of the Facilities shall be damaged or
destroyed, the City shall, as expeditiously as possible,
commence and diligently prosecute the repair or replacement
of the damaged or destroyed property so as to restore the
same to use. The proceeds of any insurance appertaining to
the Facilities shall be payable to the City and (except for
proceeds of use and occupancy insurance) shall be applied to
the necessary costs involved in such repair and replacement,
and to the extent not so applied shall (together with the
proceeds of any such use and occupancy insurance) be
deposited in the Principal and Interest Fund.
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U. Competing Facilities. The City shall not grant
any franchise, license or permit to any competing sewer
system or Facilities within the City.
Section 9. Defeasance.
When all Debt Service Requirements of the Bonds have
been duly paid, the pledge and lien and all obligations
hereunder shall thereby be discharged and the Bonds shall no
longer be deemed to be Outstanding within the meaning of
this Ordinance. There shall be deemed to be such due
payment when the City has placed in escrow or in trust with
a banking corporation located within or without the State,
moneys or Federal Securities in an amount sufficient
(including the known yield available for such purpose from
Eederal Securities in which such amount wholly or in part
may be initially invested) to meet all Debt Service
Requirements of the Bonds, as the same become due to the
final maturities of the Bonds, or upon any Redemption Date
as of which the City shall have exercised or shall have
obligated itself to exercise its prior redemption option by
a call of Bonds for payment. The Eederal Securities shall
become due prior to or at the respective times at which the
proceeds thereof shall be needed, in accordance with a
schedule established and agreed upon between the City and
such bank at the time of the creation of the escrow or
trust, or the Federal Securities shall be subject to
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redemption at the option of the holder thereof to assure
such availability as so needed to meet such schedule.
Section 10. The Trustee.
A. Appointment. The City hereby appoints, authorizes
and designates The Idaho First National Bank, Corporate
Trust Department, Boise, Idaho as trustee, payinq agent and
registrar for the Holders of the Bonds.
B. Conditions on Performance. The Trustee, upon its
acceptance of the trusts imposed by this Ordinance, shall
perform said trusts, but upon and subject to the following
express terms and conditions:
(1) The Trustee, prior to any default hereunder,
shall perform such duties and only such duties as are
specifically set forth in this Ordinance. The Trustee shall
exercise such of the rights and powers vested in it by this
Ordinance, and use the same degree of care and skill in
their exercise, as a prudent corporate trustee would
exercise or use under the circumstances in the conduct of
its business. The Trustee shall have no duty,
responsibility or obligation for the issuance of Bonds or
for the validity or exactness of this Ordinance or of any
other document relating to the issuance of the Bonds. The
Trustee shall have no duty, responsibility or obligation for
the payment of the Bonds or Additional Parity Bonds except
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for payment in accordance with the terms and provisions
hereof from, and to the extent of, funds which are held in
trust by the Trustee for the purposes of such payment.
(2) The Trustee shall be entitled to payment or
reimbursement for reasonable fees for its services rendered
hereunder, and the City agrees to pay such fees upon receipt
of a written invoice therefor.
(3) The Trustee shall neither be required to
institute any suit or action or other proceeding, or to take
any steps to enforce its rights or the rights of the
Bondholders and expose it to liability., nor shall the
Trustee be deemed liable for failure to take any such
action, unless and until it shall have been indemnified, to
its satisfaction, against any and all reasonable costs,
expenses, outlays, counsel and other fees, other
disbursements including its own reasonable fees and against
all liability and damages.
(4) The Trustee may in good faith buy, sell or
hold and deal in any Bonds or Additional Parity Bonds with
like effect as if it were not such Trustee and may commence
or join in any action which a Bondholder is entitled to take
with like effect as if the Trustee were not the Trustee. It
is understood and agreed that the Trustee is engaged in a
general banking business and no provision hereof is to be
construed to limit or restrict the right of the Trustee to
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engage in such business with the City of Meridian or any
BondhoZder. Engaging in such business shall not, in and of
itself, and for as long as the Trustee duly performs all of
its duties as required hereby, constitute a breach of trust
on the part of the Trustee.
C. Removal and Resignation. The Trustee may resign
and be discharged of its duties created by this Ordinance by
providing 30 days' written notice of resignation by
registered or certified mail to the City Treasurer;
provided, however, that such resignation shall take effect
only upon the appointment of a successor Trustee.
The Trustee may be removed at any time by an instrument
appointing a successor to the Trustee so removed, executed
by the Holders of a majority in aggregate principal amount
of the Bonds and Additional Parity Bonds then outstanding
and the Ci. ty .
If the Trustee is dissolved, or if its property or
business is taken under the control of any state or federal
court or administrative body, a vacancy shall exist in the
office of the Trustee, and the City forthwith shall appoint
a successor. Thereafter, the holders of a majority in
aggregate principal amount of the Bonds and Additional
Parity Bonds then Outstanding may appoint a new Trustee.
Any successor Trustee shall be a national bank with
trust powers, or a state bank or a trust company with trust
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powers, or a savings and loan association with trust powers,
it any, in each case having a reported capital and surplus
of not less than $20,000,000 if there be one able and
willing to accept the trust on reasonable customary terms.
Section 11. Default Provisions and Remedies of Bond-
holders.
A. Events of Default. Each o£ the following events
is hereby declared to be and to constitute an Event of
Default:
(1) Nonpavment of Principal or Premium. Payment of
the principal of any of the Bonds or Additional Parity
Bonds, or any prior redemption premium due in connection
therewith; or both, is not made when the same becomes due
and payable, either at maturity or by proceedings for prior
redemption, or otherwise;
(2) Nonpayment of Interest. Payment of any
installment of interest is not made when the same becomes
due and payable;
(3) Nonperformance of Duties. The City shall have
failed to carry out and to perform (or in good faith to
begin the performance of) all acts and thinqs lawfully
required to be carried out or to be performed by it under
any contract relating to the Pledged Revenues or the
Facilities or to both, including, without limitation, this
Ordinance, and such failure shall continue for thirty (30)
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days after receipt of notice from the Trustee or from the
Holders of 25% or more in principal amount of the Bonds or
Additional Parity Bonds then Outstanding; provided that if
such failure cannot be cured within such thirty (30) days,
and during that period corrective action has commenced to
remedy such failure and subsequently is diligently pursued
by the City to the completion of such performance, an Event
of Default shall not be deemed to have occured;
(4) Eailure to Reconstruct. The City discontinues or
unreasonably delays or fails to carry out with reasonable
dispatch the reconstruction of any revenue-producing part of
the Facilities which is condemned, destroyed or damaged and
is not promptly repaired or replaced (whether such failure
to repair the same is due to impracticality of such repair
or replacement, or is due to a lack of moneys therefore, or
for other reason); or
(5) Appointment of Receiver. An order or decree is
entered by a court of competent jurisdiction, with the
consent or acquiescence of the City, appointing a receiver
or receivers for the Facilities or for the Pledged Revenues
and any other moneys subject to the lien to secure the
payment of the Bonds, or both the Facilities and such moneys
or if any order or decree, having been entered without the
consent or acquiescence of the City, is not vacated or
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discharged or stayed on appeal within sixty (60) days after
entry.
B. Remedies for Defaults. Upon the happening and
continuance of any of the Events of Default, as provided in
Section l0A hereof, then and in every case the Trustee or
the Holder or Holders of not less than 25% in principal
amount of the Bonds and Additional Parity Bonds then
Outstanding, as the case may be, may proceed against the
City and its agents, officers and employees to protect and
to enforce the rights of the Holders of the Bonds under this
Ordinance by mandamus or by other suit, action or special
proceedings in equity or at law, in any court of competent
jurisdiction, either for the appointment of a receiver or an
operating trustee or for the specific performance of any
covenant or agreement contained herein or for any proper
legal or equitable remedy as such Holder or Holders may deem
most effectual to protect and to enforce the rights
aforesaid, or thereby to enjoin any act or thing which may
be unlawful or in violation of any right of any Holder of
any Bond, or to require the City to act as if it were the
trustee of an expressed trust, or any combination of such
remedies or as otherwise may be authorized by any statute or
other provision of law. All such proceedings at law or in
equity shall be instituted, had and maintained for the equal
benefit of all Holders of the Bonds and any Additional
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Parity Bonds then Outstanding. Any receiver or operating
trustee appointed in any proceedings to protect the rights
of such Holders hereunder, the consent to any such
appointment being hereby expressly granted by the City, may
collect, receive and apply all Pledged Revenues arising
after the appointment of such receiver or operating trustee
in the same manner as the City itself might do.
C. Riqhts and Privileges Cumulative. The failure of
any Holder o£ any Outstanding Bond or the Trustee to proceed
in any manner herein provided shall not relieve the City, or
any of its officers, agents or employees of any liability
for failure to perform or carry out any duty, obligation or
other commitment. Each right or privilege of any such
Holder or the Trustee is in addition and is cumulative to
any other right or privilege, and the exercise of any right
or privilege by or on behalf of any Holder or the Trustee
shall not be deemed a waiver of any other right or privilege
thereof. Nothing herein affects or impairs the right of any
Holder of any Bond to enforce the payment of the Debt
Service Requirements due in connection wi~h his Bond or the
obligation of the City to pay the Debt Service Requirements
of each Bond to the Holder thereof at the time and the place
expressed in such Bond.
-68-
~ • •
D. Duties Upon Defaults. During any period of
default, so long as any of the Bonds or Additional Parity
Bonds are Outstanding, except to the extent it may be
unlawful to do so, all Pledged Revenues shall be paid into
the Principal and Interest Fund.
E. Evidence of Securityholders. Any request, consent
or other instrument which this Ordinance may require or may
permit to be signed and to be executed by the Holder of any
Bonds or other securities may be in one instrument or more
than one instrument of similar tenor and shall be signed or
may be executed by each Holder in person or by his attorney
appointed in writing.
F. Immunities of Purchaser. The Purchaser and any
associate thereof are under no obligation to any Holder of
the Bonds for any action that they may or may not take or in
respect of anything that they may or may not do by reason of
any information contained in any reports or other docu~ents
received by them under the provisions of this Ordinance.
The immunities and exemption from liability of the Purchaser
and any associate thereof hereunder extend to their
partners, directors, successors, assigns, employees and
agents.
Section 12. Amendment of Ordinance.
A. Amendment of Ordinance Not Requiring Consent of
Bondholders. The City may, without the consent of, or
-69-
~ .. • •
notice to, the Holders of the Bonds, adopt such resolutions
supplemental hereto (which amendments shall thereafter form
a part hereof) for any one or more or all of the following
purposes:
(1) To cure any ambiguity, or to cure, correct or
supplement any defect or inconsistent provision contained in
this Ordinance, or to make any provision with respect to
matters arising under this Ordinance or for any other
purpose if such provisions are necessary or desirable and do
not adversely affect the interests of the Holders of the
Bonds or Additional Parity Bonds; or
(2) To subject to this Ordinance additional
revenues, properties or collateral; or
(3) To issue Additional Parity Bonds or
Subordinated Securities as provided herein.
B. Amendment of Ordinance Requiring Consent of Bond-
holders. Exclusive of amendments covered by Section 12A
hereof, this Ordinance may be amended or modified by the
City Council only with the written consent of the Holders of
66-2/3% in aggregate principal amount of the Bonds and any
Additional Parity Bonds Outstanding at the time of the
adoption of such amendment, provided that, without the
consent o£ every Holder of any Bond or Additional Parity
Bond, no such amendment shall permit:
-70-
.. ~ .
(1) Changing Payment. A change in the maturity
or in the terms of redemption of the principal of any
Outstanding Bond or Additional Parity Bond or any
installment of interest thereon; or
(2) Reducing Return. A reduction in the
principal amount of any Bond or Additional Parity Bond, the
rate of interest thereon, or any prior redemption premium
payable in connection therewith; or
(3) Prior Lien. The creation of a lien upon or a
pledge of revenues ranking prior to the lien or to the
pledge created by this Ordinance; or
(4) Modifying Amendment Terms. A reduction of
the principal amount or percentages of Bonds and Additional
Parity Bonds, which may be required herein for any amendment
hereto; or
(5) Priorities Between Bonds. The establishment
of priorities as between Bonds and Additional Parity Bonds
issued and Outstanding under the provisions of this
Ordinance; or
(6) Partial Modification. Any modifications .
otherwise materially and prejudicially affecting the rights
or privileges of the Holders of less than all of the Bonds
and Additional Parity Bonds then Outstanding.
Whenever the City Council proposes to amend or modify
this Ordinance under the provisions of this 5ection 12(B) it
-71-
.
., • •
shall give notice of the.proposed amendment by sending a
copy of such notice by first class, postage prepaid mail to
the Holders of the Bonds. Such natice shall briefly set
forth the nature of the proposed amendment and shall state
that a copy of the proposed amendment is on file in the
office of the City Clerk for public inspection.
C. Time for and Consent to Amendment. Whenever at
any time within three months from the date of the completion
of the notice required to be given by Section 12B hereof
there shall be filed in the office of the City Clerk an
instrument or instruments executed by the Holders of at
least 66-2/3% in aggregate principal amount of the Bonds and
Additional Parity Bonds then Outstanding, which instrument
or instruments shall refer to the proposed amendment
described in such notice and shall specifically consent to
and approve the adoption of such resolution or other
instrument, thereupon, but not otherwise, the City may adopt
such amendment and it shall become effective. If the
Holders of at least 66-2/3% in aggregate principal amount of
the Bonds and Additional Parity Bonds then Outstanding, at
the time of the adoption of such amendment, or the
predecessors in title of such Holders, shall have consented
to and approve the adoption thereof as herein provided, no
Holder of any Bond or Additional Parity Bond, whether or not
such Holder shall have consented to or shall have revoked
-72-
.»
„ • •
any consent as herein provided, shall have any right to
object to the adoption of such amendment or to enjoin or
restrain the City from taking any action pursuant to the
provisions thereof. Any consent given by the Holder of a
Bond or Additional Parity Bond pursuant to the provisions
hereof shall be revocable for a period of one (1) month from
the date of ~he completion of the notice above provided for
and shall be conclusive and binding upon all future Holders
of the same Bond or Additional Parity Bond after such
period. Such revocation shall not be effective if the
Holders of 66-2/3% in aggregate principal amount of the Bond
and Additional Parity Bonds Outstanding as herein provided,
prior to the attempted revocation, shall have consented to
and approved the amendment.
D. Unanimous Consent. Notwithstanding anything
contained in this Ordinance, the rights and the obligations
of the City and of the Holders of the Bonds and Additional
Parity Bonds may be modified or amended in any respect upon
the adoption by the City and upon the filing with the City
Clerk of an instrument to that effect and with the consent
of the Holders o£ all the then Outstanding Bonds and
Additional Parity Bonds, such consent to be given in the
manner provided in Section 12C hereof; and no notice to
Holders of Bonds, either by mailing or by publication, shall
be required as provided in Section 12B hereof, nor shall the
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/ .. ~ .
! •
time of consent be limited except as may be provided in such
consent.
E. Proof of Instruments and Bonds. The fact and date
of execution of any instrument under the provisions of this
Section 12, the amount and number of the Bonds held by any
Person executing such instrument, and the date of his
holding the same may be proved as provided by Section 11E
hereof.
Section 13. Miscellaneous.
A. Character of Agreement. None of the covenants,
agreements, representations or warranties contained herein
or in the Bonds shall ever impose or shall be construed as
imposing any monetary liability, obligation, or charge
against the City (except for the special fund pledged
therefor) or against the general credit of the City payable
out of general funds or out of any funds derived from
general property taxes.
B. No Pledge of Property. The payment of the Bonds
is not secured by an encumbrance, mortgage or other pledge
of property of the City except for the Pledged Revenues of
the City. No property of the City, subject to such
exception with respect to the Pledged Revenues pledged for
the payment of the Bonds, shall be liable to be forfeited or
taken in payment of the Bonds.
-74-
,-
~ • •
C. Delegated Duties. The officers of the City are
hereby authorized and directed to enter into such agreements
and take all action necessary or appropriate to effectuate
the provisions of this Ordinance and to comply with the
requirements of law.
D. Successors. Whenever herein the City or the
Trustee is named or is referred to, such provision shall be
deemed to include any successors of the City or the Trustee,
respectively, whether so expressed or not. All of the
covenants, stipulations, obligations and agreements by or on
behalf of and other provisions for the benefit of the City
contained herein shall bind and inure to the benefit of any
officer, board, district, commission, authority, agency,
instrumentality or other person or persons to whom or to
which there shall be transferred by or in accordance with
law any right, power or duty of the City or of its
respective successors, if any, the possession of which is
necessary or appropriate in arder to comply with any such
covenants, stipulations, obligations, agreements or other
provisions hereof.
E. Rights and Immunities. Except as herein otherwise
expressly provided, nothing herein expressed or implied is
intended or shall be construed to confer upon or to give to
any Person, other than the City, the Trustee and the Holders
from time to time of the Bonds and Additional Parity Bonds,
-75-
.-
~_ • •
any right, remedy or claim under or by reason hereof or any
covenant, condition or stipulation hereof. Al1 the
covenants, stipulations, promises and agreements herein
contained by and on behalf of the City sha11 be for the sole
and exclusive benefit of the City and any Holder o£ any of
the Bonds and Additional Parity Bonds.
No recourse shall be had for the payment of the Debt
Service Requirements of the Bonds or Additional Parity Bonds
or for any claim based thereon or otherwise upon this
Ordinance against any individual member or any officer or
other agent of the City, past, present or future, either
directly or indirectly through the City, or otherwise,
whether by virtue of any constitution, statute or rule of
law or by the enforcement of any penalty or otherwise, all
such liability, if any, being by the acceptance of the Bonds
and the Additional Parity Bonds and as a part of the
consideration of their issuance specially waived and
released.
F. Ordinance Irrepealable_. This Ordinance is, and
shall constitute, a legislative measure of the City and
after any of the Bonds are issued, this Ordinance shall
constitute an irrevocable contract between the City and the
Holder or Holders of the Bonds; and this Ordinance, subject
to the provisions of Sections 9 and 12 hereof, if any Bonds
are in fact issued, shall be and shall remain irrepealable
~
t
_~~_
~
"~ • .
until the Bonds, as to all Debt Service Requirements, shall
be fully paid, cancelled and discharged, as herein provided.
G. Repealer. Al1 resolutions, ordinances, bylaws,
orders, and other instruments, or parts thereof,
inconsistent herewith are hereby repealed to the extent only
of such inconsistency. ~'his repealer shall not be construed
to revive any resolution, ordinance, bylaws, order, or other
instrument, or part thereof, heretofore repealed.
H. Severability. If any section, subsection,
paragraph, clause or other provision of this Ordinance sha11
for any reason be held to be invalid or unenforceable, the
invalidity or unenforceability thereof shall not affect any
of the remaining sections, subsections, paragraphs, clauses
or provisions of this Ordinance.
I. Immediate Effect. The City Council of the City
hereby declares this to be an emergency ordinance which
shall take effect immediately upon its passage, approval and
publication according to law.
-77-
e+
.. ~ •
ORDINANCE ADOPTED AND APPROVED this 13th day of August
1985.
CITY OF MERIDIAN, IDAHO
(SEAL)
By
ayor
ATTEST:
Citly Clerk
~ The motion to adopt the foregoing Ordinance was duly
seconded by Councilmember Meyers, put to a vote and carried
upon the £ollowing vote:
Those voting AYE: All
Members:
Those voting NO: None
Those ABSENT: Grant P. Kingsford and Bill G.
Brewer
Thereupon the Mayor declared the motion carried and the
Ordinance duly passed and adopted.
After consideration of other business to come before the
City Council, the meeting was adjourned.
(SEAL)
-78-
e~
' ~ •
STATE OF IDAHO
COUNTY OF ADA
CITY OF MERIDIAN
I, Jack H. Niemann, the duly elected or appointed,
qualified and acting City Clerk of the City of Meridian,
Idaho, do hereby certify that the foregoing pages numbered 1
to 78, inclusive, constitute a true and correct copy of the
Record of Proceedings of the City Council of the City of
Meridian, adopted at a special meeting of the City Council,
held at City Hall, Meridian, Idaho, on Tuesday, the 13th day
of August, 1985, commencing at the hour of 12 noon. as
recorded in the official Record of Proceedings relate to an
ordinance authorizinq the issuance and sale of City of
Meridian, Idaho, Water and Sewer Revenue Refunding Bonds,
Series 1985, in the principal amount of 51,542,000; that said
proceedings were duly had and taken; that the meeting was
duly held; that the persons were present at said meeting as
therein shown; and that such meeting was called and notice
thereof given in the manner prescribed by the bylaws of the
City.
WITNESS my hand and official seal of the City, this 13th
day of August, 1985.
(SEAL)
-79-
.~--~.~~ -~- ~~
.~
ORDINANCE N0. 450
Pursuant to .Idaho Code, Section 50-901 A, the City Council of
the City of Meridian, Idaho hereby publishes a Summary of
Ordinance No. 450 and provides to the public the following in-
formation pertaining to said Ordinance as required by Section
50-901 A: ,
The City of Meridian duly adopted and passed Ordinance
No. 450, on August 13, 1985, the Title,of which reads as
follows:
" AN EMERGENCY ORDINANCE OF THE CITY OF MERIDIAN,
_, . IDAHO, AUTHORIZING THE ISSUANCE AND SALE OF WATER
, ,,~ AND SEWER REVENUE REFUNDING BONDS IN THE PRINCIPAL
AMOUNT OF $1,542,000 FOR THE PURPOSE OF REF[JNDING
~~ THE.CITY'S WATER AND SEWER REVENUE REFUNDING BONDS,
~. ~" 'SERIES AUGUST l, 1977• PROVIDING THE COVENANTS,
~ ~ TERMS AND CO,NDITIONS UNDER WHICH SUCH REFUNDING
BONDS AND ANY ADDITIONAL PARITY BONDS SHALL BE
.- IS•SUED; APPOINTING A TRUSTEE; AND.APPROVING THE
~ - ~'SALE OF SUCH REFUNDING BONDS.
Which Ordinance as an emergency Ordinance becomes ef-
- fective upon its passage, approval, and publication.
That the principal provisions of the Ordinance provide
that the City shall i,ssue and sell its..bonds in the
principal amount of $1,542,000.~0-0 and the proceeds of
said sale shall be. used to purchase securities, as al-
lowed' by law, which sha1T be placed in.,an escrow account
at the Idaho First National Banl~ and which s:ecurities
shall be liquidated at appropriate times to pay the City's
bonds, as they come due, which were previously issued
pursuant to Ordinance No. 306 of the Ci'ty of Meridian;
that the revenues of the City of Meridi~an's Water and
Sewer facilities are pledged to the repayment of the
bonds.
That the Ordinance additionally contains provisions for
definitions; recitals and author.ity for the refunding and.
the issuances and sale of bonds; a description of the
bonds including denomination, interest rate, and maturity,
redemption prior to maturity and a form of the bonds;.
approval of an Escrow Agreement; creati:on of special funds
and accounts for the handling of the bond proceeds, ~
AMBROSE,
FI7ZGERALD
SCROOKSTON
Attorrieys end
Counselor5
P:O: Box 427
Meridlen; ldaho.
83842
Telephone888jr81
~i.
~ti_
~•~',' ~I
AMBROSE,
FITZGERALD
8 CROOKSTONr
Attorneys end
Counseloro
P.O. Box 127
Merldlan, Idaho
83812
TelepAOne6881r81
„
_. ,•.
securities, and payment of the bonds, including principal
and interest; general administration of the funds; that
the bonds have a lien ag,ainst the revenues of the sewer
and water facilities; that the bonds are not a general
obligation of the City and that general taxes or levies
of the City shall not be obligated to:repay the bonds.;
covenants of the City as to the operation of the sewer
' J and water facilities and the use of the bond proceeds; ~
appointment of a Trustee, paying agent and registrar for
the holders of the bonds which trustee is the Idaho First
National Bank; default provisions and remedies of bond-
holders; amendment procedures and requirements; that the
Ordinance itself is not repealable until all the lionds
issued thereunder have been fully paid, ca,ncelled, and ~
discharged; and a declaration of an emergency and pro-
viding the Ordinance shall take immedi;ate effect upon its
passage, approval and publication.
That the Ordinance provides, in the form of a penalty,
as do other ordinances of the City, that in the event a
water or sewer user fails to pay for t~he water or sewer,
his services shall be terminated by the City.
The purpose of this Ordinance i.s to reduce the debt service on
prior issued re.venue bonds whieh were also issued as pledges ~
and liens on the revenues of the City's water and sewer
faeilities. There will be a net savings to the City of ap-
proximately 290,000 over the life of the bonds.
A copy of the fu11 Ordinance 450 is available at the Meridian
City Hall, 728 Meridian Street, Meridian, Idaho, during regular
business hours. A reasonable fee may be charged to cover copy
charges.
This Summary of Ordinance 450 was approved by the Mayor and ty
City Council of the City of Meridian by resolution on
August 19, 198:5.
DATED this 19th day of August, 1985.
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ATTORNEY'S CERTIFICATION OF ORDINANCE SUMMARY
I, Wayne G. Crookston, Jr, hereby certify as follows:
1. That I am the duly appointed attorney for the
City of Meridian, Idaho;
2. That I prepared and reviewed the Summary of
Ordinance 450;
3. That said Summary is true and complete and
provides adequate notice to the public of the
content and provision of Ordinance 450.
4. That a copy of this Certificate is on file
with Ordinance 450.
DATED this 19th day of August, 1985.
Va
CjnG. Crookston, Jr.
Meridian City Attorney
Subscribed and Sworn to before me this 19th day of August,
1985.
(SEAL)
ZSru 1 Or a o
_ Residence: Meridian, Idaho
Commission Expires:
AMBROSE,
FITZGERALD
& CROOKSTON
Attorneys and
Counselors
P.O. Box 427
Meridian, Idaho
83642
Telephone 88"461
200
CITY OF MERIDIAN, IDAHO
WATER AND SEWER REVENUE REFL-NDING BONDS,
SERIES 1985
ORDINANCE N0. 450
AN EMERGENCY ORDINANCE OF THE CITY OF MERIDIAN, IDAHO, AUTHORIZING
THE ISSUANCE AND SALE OF WATER AND SEWER REVENUE REFUL~DI~NG' BONDS
IN THE PRINCIPAL AMOUNT OF $1,542,000 FOR THE PURPOSE OF REFUNDING
THE CITY'S WATER AND SEWER REVENUE REFUNDING BONDS, SERIES AUGUST 1,
1977; PROVIDING THE COVENANTS, TERMS AND CONDITIONS UNDER WHICH SUCH
REFUNDING BONDS AND ANY ADDITIONAL PARITY BONDS SHALL BE ISSUED;
APPOINTING A TRUSTEE; AND APPROVING THE SALE OF SUCH REFUNDING BONDS.
PASSED AUGUST 13, 1985
TABLE OF CONTENTS
(Not a part of this ordinance)
Page
Section 1. Definitions and Construction 1
A. Definitions .................................. 1
B. Construction ................................. 2
Section 2. Recitals; Authority. ~ 12
A. Necessity .................................... 12
B. Authority for Bonds ................., ....... 13
Section 3. The Bonds. ~ 13
A. Authorization ................................ ~ 13
B. Bond Details ................................. 13
C. Bonds Equally Secured ........................ 30
D. Special Obligations .......................... 31
Section 4. Sale of Bonds. 31
A. Award of Bonds... ,_ ........................
. 31
B. Statement
Preliminary Official
Official Statement ........................... 32
C. Escrow Agreement; Redemption of
Refunded Bonds ............................... 3.2
Section 5. Creation of Special Funds. 33
A. Disposition of Bond Proceeds and Other
Revenues; Security for Bonds ................. 33
B. Principal and Interest Fund .................. 35
C. Debt Service Reserve Fund .................... 36
D. Termination of Deposits; Use of Moneys
in Principal and Interest Fund and
Debt ServiceReserve Fund .................... 37
E. Payment of Subordinate Securities............ 38
-,
ORI7~NANCE NO. 44~~
FENSTERMAKER ANNEXATION
19 9'
AN ORDINANCE ANNEXING AND 70NING CERTAIN REAL PROPERTY WHICH IS DESCRIBED AS A PART
OF THE NEB, SE';b, SECTION 11, TOWNSHIP 3 NORTH, RANGE 1 WEST, BOISE-MERIDIAN, ADA
COUNTY, IDAHO; AND PROVIDING AN EFFECTIVE DATE. .
WHEREAS, the City Council and the Mayor of theCity of Meridian have concluded
that it is in the best interest of said City to annex to the said City real property
which is hereinbelow described:
FENSTERMAKER ANNEXATION
- r - ,
PARCEL 1
Part of the SEA of Section 11, Township 3 North, Range 1 Glest of the Boise
-Meridian,,~in. AdaCounty, Idaho, more particularly described. as follows:
Commencing at a point which is 25 feet West of the NE corner of the SEA
of said Section 11; thence
VJest~ 130 feet to the R AL POINT OF BEGIPJNIHG: thence
South, 283 feet; thence
West, 225 feet;; thence
North, 80 feet; thence
East, 100 feet; thence
North, 203 feet; thence
East, 125 feet to the REAL POINT OF BEGINNING.
Parcel 2
Part of the NEy~ SEJ4, Section 11, Township 3 North, Range 1 Weat, Boise
Meridian, Ada County, Idaho, described as follo~,us:
Beginning at a point 124' South of the North line of said NEB SE~i 280' West
of the NE corner of said NFl~SE~, the REAL POINT .OF BEGINNING; THENCE South
?9°; Thence West 5.5'° to a point 285.5' Ylest of the East line of said NEy4
SE}~; thence North 79' to a point 124' South of the North line of said NEB
SEy~ which is 285.5' West of the East line of 'said NE}4 Ste; thence East 5.5'
along a line which is 124' South of the North line of said NEJ< S~ to the
REAL POINT OF BEGINNING.
NOW, THEREFORE, BE IT ORDAINID BY THE MAYOR AP1D THE CITY;'COtJNCIL OF' THE
CITY OF MERIDIAN,.ADA COUNTY, IDAHO:
Section 1: That the above described and referenced real property is hereby
annexed~to the City of Meridian, and shall be zoned as follows: R=4 Residential.
Section 2: That the City Clerk shall cause one (1) copy of the legal
description and map which shall plainly and clearly designate the boundaries
of said property, to be filed with the Ada County Recorder, Ada County Assessor,
and the State Tai Commission within ten (10) days following the effective date of
this 8rdinance.
.. ~~
Section 3: This Ordinance shall be in full force and effect from and after
its passage, approval and publication as required b~ law.
PASSED by the City Council and Approved by the Mayor of the City of Meridian,
201
B. Issuance of Additional Parity Bonds........., 42
C. Certification of Revenues .................... 45
D. Subordinate Securities Permitted ............. 46
E. Superior Securities Prohibited ............... 46
F. Refunding Bonds .............................. 46
G. Payment Dates of Additional
Parity Bonds ................................. 49
H. Supplemental Ordinances ...................... 49
Section 8. Covenants .......................... .... 50
A. Rate Maintenance Covenant .................... 50
B. Collection of Charges ........................ 52
C. Performance of Duties ........................ 52
D. Costs of Bond Issue and
of Performance ............................... 52
~ E. Further Assurances ........................... 53
F. Conditions Precedent ......................... 53
G. Efficient Operation and Maintenance;
No Free Service .............................. 54
H. Records and Accounts ......................... 55
I. Rules, Regulations and Other Details......... 55
J. Payment of Governmental Charges .............. 55
K. Protection of Security ....................... 56
L. Additional Securities ........................ 56
M. Other Liens .................................. 57
N. Disposal of Facilities Prohibited............ 57
O. Surety Bonds ................................. 58
~. Arbitrage Covenant ........................... 58
Q. Loss from condemnation .....................~.. 58
R. Inspection of Records ......................l. 59
S. Audits Required .............................. 59
T. Insurance and Reconstruction ................. 60
U. Competing Facilities ......................... 61
Section 9. Defeasance ............................... 61
Section 10. The Trustee...... ...................... 62
A. Appointment .................................. 62
B. Conditions on Performance .................... 62
C. Removal and Resignation......... ........... 64
Section 11. Default Provisions and Remedies "
of Bondholders ........................... 65
A. Events of Default ............................ 65
B. Remedies for Defaults ........................ 67
C. Rights and Privileges Cumulative ............. 68
D. Duties Upon Defaults ......................... 69
E. Evidence of Securityholders .................. 69
F. Immunities of Purchaser ...................... 69
Section 12, Amendment of Ordinance ................... 69
A, Amendment of Ordinance Not
Requiring Consent of Bondholders ............. 69
B. Amendment of Ordinance Requiring
Consent of Bondholders ....................... 70
C. Time for and Consent to Amendment............ 72
202
STATE OF IDAHO
COUNTY OF ADA
ss.
The City Council of the City of Meridian, Idaho, held a special meeting
open to the public at City Hall, Meridian, Idaho on Tuesday, the 13th day of
August 1985, at the hour of 12 noon
The following members of the City Council were present:
Members: Robert Giesler
J.E. "Bert Meyers, Jr.
Ronald R. Tolsma
The following members of the City Council were absent:
Grant P. Kingsford
Bill Brewer
The following persons were also present: _
Jack H. Niemann, City Clerk
Wayne Crookston, City Attorney
Thereupon the following proceedings, among others, were had and taken:
Councilmember Geisler introduced and moved the adoption of the following
Ordinance, which was read by title, as a third reading, after an affirmative
vote of a majority of the members of the City Council to waive the reading of
the entire Ordinance and the first two readings of the Ordinance:
ORDINANCE NO. 450
AN EMERGENCY ORDINANCE OF THE CITY OF MERIDIAN, IDAHO, AUTHORIZING
THE ISSUANCE AND SALE OF WATER AND SEWER REVENUE REFUNDING BONDS IN
• THE PRINCIPAL AMOUNT OF $1,542,000•FOR THE PURPOSE OF REFUNDING THE
CITY'S WATER AND SEWER REVENUE REFUNDING BONDS, SERIES AUGUST 1, 1977;
PROVIDING THE COVENANTS, TERMS AND CONDITIONS UNDER WHICH SUCH REFUND-
ING BONDS AND ANY ADDITIONAL PARITY BONDS SHALL BE ISSUED; APPOINTING
A.TRUSTEE; AND APPROVING THE SALE OF SUCH REFUNDING BONDS.
WHEREAS, the City of Meridian, Idaho (the "City") has heretofore, by
Ordinance 306, adopted and approved the issuance of $2,040,000 aggregate
principal amount of its Water and Sewer Revenue Refunding Bonds, Series
August 1, 1977 (the "Refunded Bonds") to pay part of the costs of improve-
ments to the water and sewerage system of the City; and
WHEREAS, the City has determined it is in the best interests and will
promote the general prosperity of the residents of the City to authorize
the issuance of $1,542,000 aggregate principal amount of Water and Sewer
203
respective meanings unless the context clearly requires otherwise:
(1) Acquire or Acquisition: the purchase, design, construction,
reconstruction, lease, gift, transfer, assignment, option to purchase, or
grant from the federal government, any public body or other person, endowment,
bequest, devise, installation, condemnation, other contract or other acquirement
or other provision, or any combination thereof, of facilities, other property,
any project, or an interest therein, as authorized by the Act.
(2) Act: The Revenue Bond Act, Section 50-1042, et seq., Idaho Code, as
amended.
(3) Additional Parity Bonds: any revenue bonds or notes of the City
payable .in whole or in part from Pledged Revenues, issued after the date
hereof, pursuant to and in accordance with the provisions of Section 7B of this
Ordinance and the Constitution and laws of the State, having a lien on the
Pledged Revenues equal to or on a parity with the lien thereon of the Bonds.
(4) Bond Year: for the purpose of this Ordinance, the twelve (12) months
commencing on the first day of September of any calendar year and ending on the
thirty-first day of August of the next succeeding calendar year.
(5) "Bonds: those securities issued hereunder and designated as the "City
of Meridian, Idaho, Water and Sewer Revenue Refunding Bonds, Series 1985," dated
August 15, 1985, in the aggregate principal amount of $1,542,000.
(6) City: the City of Meridian, Idaho and any successors to its interest
in the Facilities.
(7) Cost: all or any part of the cost of Acquisition, Improvement or
Equipment of all or any part of the facilities, including, without limitation,
all or any property, rights, easements, privileges, agreements and franchises
deemed by the City to be necessary or useful and convenient therefor or in
connection therewith, discount and costs of issuance on the Bonds, engineering
and inspection costs and legal expenses, costs of financial, professional, and
other estimates and advice, contingencies, any administrative, operating, interest
and ocher expenses of the City prior to and during such Acquisition, Improvement
and Equipment, and additionally during a period of not exceeding one year after
the completion thereof, as may be estimated and determined by the City Council,
2 0 4'..:
the additional Parity Bonds and any other securities payable from the Pledged
Revenues and heretofore or here after issued, if any, or such securities as may
be designated, as such principal, interest and premiums become due.
(9) Debt-Servioe'Reserve'Fund: the special fund created by Section SC
of this Ordinance.
(10) Equip or Equipment: the furnishing of all necessary or desirable machinery
and other facilities, or any combination thereof, appertaining or related
to the Water and Sewerage Facilities.
(11) Escrow Agent: The Idaho First National Bank, Boise, Idaho, as escrow
agent under the Escrow Agreement, and its successors and assigns.
(12) Escrow Agreement: the Escrow Agreement dated as of August 27, 1985,
between the City and the Escrow Agent, as amended from time to time.
(13) Event of Default: each of the events stated in Section 11 hereof.
(14) Facilities: the public utility comprising the Water system of the
City and the Sewerage System of the City, the whole constituting and operated
as a revenue producing public utility for said City, as it now and may hereafter
exist and be improved and extended while any of the Bonds or Parity Bonds
remain outstanding, including all improvements, additions and extensions made
thereto and including all real and personal property of every nature owned by
the City and used or useful in the operation thereof, whether within or without
the boundaries of the City.
(15) Federal Securities: bills, certificates of indebtedness, notes, bonds
or similar securities which are direct obligations of, or the principal and interest
of which obligations are unconditionally guaranteed by, the United States of
America, or obligations issued or guaranteed as to principal and interest by any
agency or person controlled or supervised by and acting as an instrumentality of
the United States pursuant to authority granted by the Congress of the United States.
(16) Fiscal Year: any period of twelve (12) consecutive months adopted by the
City as its fiscal year for financial reporting purposes and initially means the
w
Q period beginning October 1 and ending on September 30 of each year.
(17) Holder: when used in conjunction with any Bonds, or any other designated
securities, the Person who is the registered owner of the designated item.
205
as a member, officer or employee of the City Council, but who may be
.., .
regularly retained to make annual or similar audits of any books or ,
records of the City, and who is reasonably acceptable to the Trustee.
(20) Maximum Annual Cumulative Debt Service Requirements: the
maximum Debt Service Requirements Yo be paid during any one Fiscal Year
for all Outstanding Bonds and any Additional Parity Bonds for the period
beginning with the Fiscal Year in which such computation is made and ending
with the Fiscal Year in which all Bonds and Additional Parity Bonds cease to
be Outstanding.
(21) Mayor: the Mayor of the City or his or her Seccessors in office.
(22) Net Pledged Revenues: all Pledged Revenues remaining after the
deduction of Operation and Maintenance Expenses.
(23) Operation and Maintenance Expenses: such reasonable and necessary
current expenses of the City, paid or accrued, for operating, maintaining
and repairing the Facilities; the term includes, without limitation:
(a) Engineering, auditing, legal and other overhead expenses of
the City directly related and reasonably allocable to the administration,
operation and maintenance of the Facilities;
(b) Insurance and surety bond premiums related to the Facilities;
(c) The reasonable charges of the Trustee, Escrow Agent and Paying
agent;
(d) Payments to pension, retirement, health and hospitalization
funds in connection with the operation of the Facilities;
(e) Ordinary and current rentals of equipment or other property
in connection with the operation of the Facilities;
(f) Contractual services, professional services, salaries, admin-
istrative expenses, and costs of labor appertaining to the Facilities
and the cost of materials and supplies used for current operation of the
Facilities; and
(g) The costs incurred in the collection of all or any part of the
Pledged Revenues.
L'
Operation and Maintenance Expenses do not include:
206
'(~.vi), Any liability not based on contract or the provision of a
services or material.
(24) Ordinance: this Ordinance of the City, adopted by the City
City Council on August 13, 1985, which provides for the issuance and
delivery of the Bonds.
(25) Outstanding: the Bonds, the Additional Parity Bonds or any other design-
ated securities of the City which have previously been issued and which are
payable in whole or in part from the pledged Revenues or otherwise per-
taining to the Facilities, except the following:
(a) Any Bond, Additional Parity Bond or other security gancelled
by the City, by the Paying Agent, or otherwise on the City's behalf,
at or before such date;
(b) Any Bond or Additional Parity Bond held by or on behalf of
the City;
(c) Any Bond, Additional Parity Bond or other security of the
City for the payment or the redemption of which moneys or Federal
Securities sufficient to meet all of the payment requirements of the
principal of, the interest on, and any prior redemption premiums due in
connection with such Bond, Additional Parity Bond or other security~to
the date of maturing or any Redemption Date thereof, shall have there-
tofore been deposited in escrow or in trust for that purpose, as provided
in and required by Section 9 hereof; and \
(d) Any lost, apparently destroyed,•or wrongfully taken Bond,
Additional Parity Bond or other security of the City in lieu of or in
substitution for which another bond or other security shall have been
executed and delivered pursuant to this Ordinance.
(26) Paying Agent4' The Idaho First National Bank in Boise, Idaho, which
is the agent of the City for the payment of principal of and interest on the
~,-
Bonds and is responsible for recordkeeping and change ofMownership of the
Bonds, and any successor thereto.. '_ •, _ • _,
(27) Person: not only a natural person, corporation, or other legal
entity, but also two or more natural persons, corporations, or other legal
entities acting jointly as a firm, partnership, unincorporated association,
2~0 7
vestment of pledged Revenues and of the proceeds of securities payable from
Pledged Revenues.
129) Principal and Interest Fund: the special fund created by Section
5B of this Ordinance.
(30) Purchaser: Kirchner Moore & Company, of Boise, Idaho, and its
associates, if any.
(31) Record Date: the fifteenth day of the month preceding. any interest
payment date or, if such day is not a business day, the next secceeding business
day.
(32) Redemption Date: the date fixed for the redemption prior to their
maturity of any Bonds or other designated securities payable from the Pledged
Revenues in any notice of prior redemption authorized by the City, or otherwise
fixed and designated by the City,
(33) Redemption Price: when used with respect to a Bond or other designated sec-
urity:paya~ble from the pledged Revenues, the principal amount thereof plus the applicable
premium, if any, payable upon the redemption thereof.
(34) Refunded Bonds: the securities of the City designated as the "City
of Meridian, Idaho, Water and Sewer Revenue Refunding Bonds, Series August 1, 1977,"
dated August 1, 1977.
(35) Refunding Act: Section 57-504, Idaho Code, as amended.
(36) Registrar: The Idaho First National Bank in Boise, Idaho, which is
the agent of the City for the payment of principal of and interest on the Bonds
and is responsible-for recordkeeping and change of ownership of the Bonds, and
any seccessor thereto.
(37) Reserve Requirement means $208,360, the maximum annual debt service
on the Bonds.
i~
(38) Security or securities: when used with reference to securities of the
City, any bonds, interim receipts or certificates, warrants, debentures, notes,
temporary bonds or tither obligations of the City issued by the City, or any
other evidence of indebtedness of the City incurred by the advancement of money
to the City.
(39) Series 1975 Bonds: those securities issued by the City, named
"Water and Sewer Revenue Bonds," dated October 1, 1975, which were refunded with
the proceeds of the Refunded Bonds.
208
to the lien thereon of the Bonds.
(43) Trustee: The Idaho First National Bank, in Boise, Idaho, and
any successor thereto.
B. Construction. This Ordinance, except where the context by clear
implication herein otherwise requires, shall be construed as follows:
(1) Words in the singular number include the
plural, and words in the plural include the singular.
(2) Words in the masculine gender include the feminine and the neuter,
and when the sense so indicates words of the neuter gender refer to any
gender.
(3) Articles, sections, subsections, paragraphs, and subparagraphs
mentioned by number, letter or otherwise, correspond to the respective
articles, sections, subsections, paragraphs and subparagraphs of this
Ordinance so numbered or otherwise so designated.
(4) The Titles and headlines applied are inserted sections and sub-
sections of this Ordinance are inserted only as a matter of convenience and ease
in reference and in no way define, or limit the scope or intent of, any
provisions of this Ordinance.
Section 2. Recitals; Authority.
A, Necessity. The City desires to refund the Refunded Bonds in order to achieve
debt service savings and to pay off the debt obligations at an earlier date. The
proceeds of the bonds refunded by the Refunded Bonds were used to acquire a
portion of the City's Facilities for the benefit of the public health of its
inhabitants.
B. Authority for Bonds. The City Council is authorized by the Refunding Act and
this Ordinance to issue the Bonds to refund the Refunded Bonds. The City Council
has determined and hereby determines that all limitations imposed by the Refunding
Act upon the issuance of the Bonds have been duly and completely met and
satisfied.
This is an emergency Ordinance which shall be effective immediately upon
its passage and adoption.
Section 3. The Bonds.
209
Refunded Bonds and to pay the costs of issuance of the Bonds.
B. Bond Details.
(1) Generally, The Bonds shall be dated as of August 15, 1985, and be in
the denomination of $5,000.or any integral multiple thereof, each numbered
consecutively in regular numerical order from 1 upward.
The Bonds shall bear interest thereon from August 15, 1985, to their
respective maturity dates, except if redeemed prior thereto, at the annum rates
of interest stated below. Interest shall be payable March 1, 1986, and semi-
annually thereafter on the 1st day of September and the 1st day of March_of each year
Holders of record on the Record Date.
The Bonds shall mature on the 1st day of September in the principal amounts
and years, and shall bear per annum interest at the rates as shown in the following
schedule:
Maturity Principal
(September 1) Amounts
1987 $ 17,000
1988 75,000
1989 70,000
1990 80,.000
1991 85,000
1992 90,000
1993 105,000
1994 110,000
1995 120,000
1996 130,000
1997 140_,000
2000 520,000
Annual
Interest Rates
6.25%
6.75
7.25
7.75
8.00
8.20
8.40
8.60
8.75
8.90
9.00
9.30
As and for a sinking fund for the redemption of the Bonds maturing on
Septem~ser 1, 2000 the City shall deposit in the Principal and Interest Fund
on or before September 1, 1998 and on or before each September 1, thereafter
to and including September 1, 2000, a sum which together with other moneys
available therefor in the Principal and Interest Fund, is sufficient to redeem
(after credit as provided below) the following principal amounts of the following
Bonds initially issued:
September Principal
of the year Amount
1998 $160,000
1999 170,000
2io
provided, interest shall continue thereon at the interest rate designated in the
Bond until the principal thereof is paid in full,
(2) Redemption of Borids'PY•ior to 'MAtuY~ity.. The Bonds maturing on or before
September 1, 1995, shall not be subject to redemption prior to maturity. The
Bonds maturing on September 1, 1996, and thereafter shall be callable for re-
demption at the option of the City, in whole or in part, in inverse order of
maturity and by lot within any maturity, on September 1, 1995, and on any interest
payment date thereafter, at a Redemption Price (expressed as a percentage of
principal amount of each Bond so redeemed) of lOloplus accrued interest thereon
to the Redemption Date.
Notice of any redemption shall be given by the Trustee by sending a copy
of such notice by first class, postage prepaid mail, at least thirty (30) days
prior to the Redemption Date, to the Holders of each of the Bonds being redeemed,
,~~at the addresses of the Holders as shown on the registration books kept by the
Trustee.
Such notice shall specify the number or numbers of the Bonds so to be redeemed
and the Redemption Date, and shall further state that on the Redemption Date there will
become and will be due and payable upon each Bond so to be redeemed at the Office of
the Paying Agent the principal amount thereof and accrued interest on the principal
amount of each ,Bond to the Redemption Date, and any premiums payable on prior redemption,
and that from and after such date interest will cease to accrue. Any Bonds redeemed prior
to their maturity by call for prior redemption (or otherwise) shall not be reissued
and shall be cancelled the same as Bonds paid at or after maturity.
(3) Pa~:tial Redemption of 'Bonds. Upon• surrender of any Bond for redemption in
part only, Trustee shall authenticate and deliver to the holder thereof a new Bond or
Bonds of the same series and the same maturity, of authorized denominations, in an
aggregate principal amount equal to the unredeemed portion of the Bond surrendered.
(4) Execution and Delivery. The bonds shall be signed and executed by, and
on behalf of the City with the facsimile signature of the Mayor, shall bear a
facsimile of the seal of the City, shall be countersigned by the facsimile signature
211
directed to prepare and to execute the Bonds as herein provided, When the Bonds
have been duly executed and sold, the officers of the City are authorized to, and
shall, deliver the Bonds to the Purchaser thereof on receipt of the agreed purchase
price.
(5) 'Lost, 'Destroyed or Ta]cen Bonds. If any Outstanding Bond shall become lost,
apparently destroyed, or wrongfully taken, it may be reissued in the form and tenor
of the lost, destroyed or wrongfully taken Bonds upon the owner's furnishing, to the
satisfaction of the Trustee: (a) proof of ownership, (b) proof of loss or destruction,
and, (c) a surety bond in an the amount to be determined by Trustee. Nothing con-
tained in the provisions of this section prohibits the City from reissuing, upon such
terms and conditions as the Board may determine, and provided that such terms and
conditions are not otherwise contrary to the provisions of this Ordinance of the
requirements of law, any Outstanding Bond which shall not have become lost, apparently
destroyed, or wrongfully taken,
(6) "Recitals in Bonds, Each Bond shall recite in substance that the Bond is
payable solely from the Net Pledged Revenues and that the Bond does not constitute
a debt of the City within the meaning of any constitutional or statutory limitations.
Each Bond shall further recite that it is issued under the authority of the Refunding
Act and this Ordinance.
(7) " Forri'of'Bond. Subject to the provisions of this Ordinance, each Bond shall
be in substantially the following form, with such omissions, insertions, endorsements
and variations as may be required by the circumstances and as may be required or permitted
by the Ordinance:
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF IDAHO
CITY OF MERIDIAN
WATER AND SEWER REVENUE REFUNDING BOND
SERIES 1985
INTEREST RATE MATURITY DATE ORIGIANL ISSUE DATE CUSIP
No. R- August 15, 1985 $
The City of Meridian, in the State of Idaho (the "City"), for value received,
hereby promises to pay to the Registered Owner (named above), or registered assigns,
212
or redemption payment of this Bond is not made as herein provided, interest shall
continue at the interest rate designated herein until the principal hereof is
paid in full.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE
REVERSE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH SET
FORTH HEREIN.
This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security of benefit under the proceedings of the City authorizing
the issuance of the Series 1985 Bonds until the Certificate of Authentication
herein shall be signed on behalf of the Paying Agent.
IN WITNESS WHEREOF, the City of Meridian, Idaho, has caused this Bond
to be signed in its name and on its k3ehalf with the facsimile signature of its
Mayor, to be countersigned by the facsimile signature of the City Treasurer, to
be sealed with a facsimile seal of the City, and to be signed and attested by the
facsimile signature of the City Clerk all ~s of the date set forth above.
CITY OF MERIDIAN, IDAHO
By
Mayor
(FACSIMILE SEAL)
COUNTERSIGNED:
By _
City Treasurer
Attest:
City Clerk
(Form of Trustee's Certificate of Authentication)
CERTIFICATE OF AUTHENTICATION
This bond is one of the Bonds of the issue described in the within-
mentioned Ordinance.
THE IDAHO FIRST NATIONAL BANK,
as•~Paying Agent
213
charges, out of the special funds hereinafter specified, but not otherwise, at the
principal corporate trust office of the Idaho First National Bank, Boise, Idaho
(the "Paying Agent"), upon presentation and surrender of this Bond. Payment of
interest on this Bond shall be made to such person as is the Registered Owner
thereof on the "Record Date" and shall be paid by check or draft mailed to such
I
person as is the Registered Owner thereof on the "Record Date" at his address as it
appears on the registration books of Issuer or at such other address as is
furnished to Trustee in writing by such Registered Owner. The Record Date for
interest payable on the first day of a month shall be the fifteenth day of the
month prior to the interest payment date.
As and for a sinking fund for the redemption of the Bonds maturing on
September 1, 2000, the Citysshall deposit in the Principal and Interest Fund
on or before September 1, 1998, and on or before each September 1, thereafter
to and including September 1, 2000, a sum which together with other moneys
available therefor in the Principal and Interest Fund, is sufficient to redeem
the following principal amounts of the following Bonds initially issued:
September 1
Principal
"of 'the Year " 'Amount
1998 $160,000
1999 170,000
2000* 190,000
*Final maturity
Bonds of this issue maturing on or before September 1, 1995, are not redeemable
prior to their respective maturity dates. Bonds maturing September 1, 1996, and
thereafter shall be callable for redemption at the option of the City in whole,
or in part in inverse order of maturity and by lot within any maturity, on September
1, 1995, and on any interest payment date thereafter, at a redemption price
(expressed as a percentage of each bond so redeemed) of 101%, plus accrued interest
thereon to the redemption date.
Redemption shall be made by sending a copy of such notice by first-class
postage prepaid mail, at least thirty (30) days prior to the redemption date to
the holders of each of the Bonds being redeemed, to the names and addresses of the
214
special obligations, and not general obligations, of the City payable solely out
of and secured by an irrevocable pledge of the net revenues derived and to be
derived from the water and sewerage facilities and of the City, as more specifically
provided in an Ordinance adopted by the City Council of the City (the "Ordinance"),
pursuant to which this Bond is issued. This Bond does not constitute a debt or an
indebtedness of the City within the meaning of any constitutional or statutory
provision or limitation of the State of Idaho.
Payment of the Debt Service Requirements of this Bond shall be made solely
from, and as security for such payment there are irrevocably (but not exclusively)
pledged pursuant to the Ordinance, two special funds identified as the "City of
Meridian, Idaho, Water and Sewer Revenue Refunding Bonds, Principal and Interest
Fund" and the "City of Meridian, Idaho, Water and Sewer Revenue Refunding Bonds,
Debt Service Reserve Fund," into which funds the City has covenanted in the
Ordinance to pay respectively, from the revenues derived from the operation of the
City's water and sewerage facilities, after provision is made only for the payment of
all necessary and reasonable current expenses of operating, maintaining and repairing
the water and sewerage facilities, sums sufficient to pay when due the Debt Service
Requirements of the Bonds of the series of which this is one and any additional
parity bonds hereafter issued and payable from such revenues, and to accumulate
and maintain a specified reserve for such purposes. In addition, the City may at its
option augment such funds with any other moneys of the City legally available for
expenditure for the purposes thereof as provided in the Ordinance.
It is hereby recited, certified and warranted that for the payment of this Bond
and of the interest hereon, the City has created and will maintain said special
funds and will deposit therein, out of such net pledged revenues, the amounts and
revenues specified in the Ordinance and out of said special funds, as an irrevocable
charge thereon, will pay this Bond and the interest hereon, in the manner provided
by the Ordinance. The City covenants and agrees with the holder of this Bond and
with each and every person who may become the holder hereof that it will keep
and will perform all of the covenants of this Bond and of the Ordinance.
This Bond is one of a series of Bonds in the aggregate principal amount of
$1,542,000, of like tenor and date, except as to number, maturity and interest
2~~5
conclusively imparts full compliance with all of the provisions of said statute.
Reference is hereby made to the Ordinance, and to any and all modifications
and amendments thereof, for a description of the provisions, terms and conditions
upon which the Bonds of the series of which this is one are issued and secured,
including, without limitation, the nature and extent of the security for the Bonds,
provisions with respect to the custody and application of the proceeds of the
Bonds, tl~e collection and disposition of the revenues and moneys charged with
and pledged to the payment of the Debt Service Requirements of the Bonds, the terms
and conditions upon which the Bonds are issued, a description of said special
funds referred to above and the nature and extent of the security and pledge
afforded thereby for the payment of the Debt Service Requirements, and the manner of
enforcement of said pledge, as well as the rights, duties, immunities and obligations
of the City and also the rights and remedies of the holders of the Bonds.
To the ectent and in the respects permitted by the Ordinance, the provisions
of the Ordinance, or any instrument amendatory thereof or supplemental thereto,
may be modified or amended by action of the City taken in the manner and subject
to the conditions and exceptions provided in the Ordinance. The pledge of
revenues and other obligations of the City under the Ordinance may be discharged
at or prior to the maturity or prior redemption of the Bonds upon the making of
provision for th payment of the Bonds on the terms and conditions set forth in the
Ordinance.
It is hereby recited, certified and warranted that all the requirements of
law have been fully complied with by the proper officers of the City in the issuance
of.this Bond; that it is issued pursuant to and in strict conformity with the
Constitution and all other laws of the State of Idaho, and with the Ordinance and
any instrument supplemental thereto; that this Bond does contravene any constitutional
or statutory limitation of the State of Idaho; and that this Bond and each of
the other Bonds of the series of which it is one are issued under the authority
of the Ordinance.
(Form for Transfer)
FOR VALUE RECEIVED, the undersigned, hereby sells,
21' 6
IT IS HEREBY CERTIFIED that upon the date of issuance of this Bond, the
legal opinion of Messrs. Kutak Rock & Campbell, Denver, Colorado, in sub-
stantially the form set forth above, was delivered to the City of Meridian,
Idaho, and that said original legal opinion was signed by said attorneys
and dated as of the date of delivery.
City Clerk
(7) Temporary Bonds. .Until the Bonds in definitive form are ready for
delivery, the Trustee may execute and deliver, subject to the provision,
limitations and conditions set forth above, one or more Bonds in temporary
form, whether printed, typewritten, lithographed or otherwise produced,
substantially in the form of the definitive Bonds, with appropriate omissions, -
variations and insertions, and in authorized denominations. Until exchanged
for Bonds in definitive form, such Bonds in temporary form shall be entitled
to the lien and benefit of this Ordinance. Upon the presentation and surrender
of any Bond or Bonds in temporary .form, the Paying Agent shall, without un-
reasonable delay, prepare, execute and deliver, in exchange therefor, a Bond
or Bonds in definitive form. Such exchange shall be made without making any
charge therefor to the Holder of such Bond in temporary form.
C.' Bonds 'Equally Secured. The covenants and agreements herein set forth
to be performed on behalf of the City shall be for the equal benefit, protection
and security of the Holders of any and all of the Bonds, all of which, regardless
of the time or times of their maturity, shall be of equal rank without preference,
priority or distinction of any of the Bonds over any other thereof, except as
otherwise expressly provided in or pursuant to this Ordinance.
D. Special Obligations. All of the Bonds, as to all Debt Service Requirements
thereof, shall be payable and collectible solely out of the Net Pledged Revenues,
which Net Pledged Revenues are hereby so pledged ~for~that purpose; the Holder
or Holders of any of the Bonds may not look to any general or other fund of
the City for the payment of the Debt Service Requirements, except the herein-
designated special funds pledged therefor; the bonds shall not constitute an
2~ 7
A. Award of Bonds. The purchaser has offered to purchase the Bonds in accordance
with the terms of this Ordinance at a purchase price of $1,489,57 plus accrued
interest to the date of delivery. The sale of the Bonds to the Purchaser in
accordance with such offer is hereby awarded and such offer accepted.
B: Preliminary Official Statement; Official Statement. The Council has
received for approval and there is now on file in the office of the City Clerk
the preliminary Official Statement of the City dated August 5, 1985, relating
to the issuance and sale of the Bonds. The contents of the Preliminary Official
Statement are hereby approved. A final Official Statement is being prepared. The
use of the Preliminary Official Statement and the final Official Statement by the Purchaser
for the reoffering of the Bonds ~o the public is approved. The Mayor, on behalf of
the City, is authorized to sign one or more copies of the final Official Statement,
in the form approved by the Mayor and the City Attorney, such signature to constitute
conclusive evidence of such approval.
C. Escrow Agreement; Redemption of Refunded Bonds.
The members of the City Council and the City Attorney have received and reviewed
copies of the~Escrow Agreement. The Escrow Agreement is hereby approved and adopted
and the Mayor and the City Clerk are authorized to execute and attest, and to affix
the seal of the City to, the Escrow Agreement in substantially the form received
and hereby approved, with such changes therein as said officers shall approve, their
execution thereof to conclusively evidence the City's approval of all such changes
from the form presently in the files of the City. The proper Officers of the City
shall take such actions as may be necessary to carry out effectuate the provisions
of the Escrow Agreement. The Purchaser is hereby authorized to act as agent for
the City in connection with any such subscription. The Idaho First National Bank,
Boise, Idaho is hereby appointed Escrow Agent.
Section 5. Creation of Special Funds.
A. Disposition of Bond Proceeds and Other Revenues; Security for Bonds.
The Trustee shall first pay the costs of issuing the Bonds from the Bond proceeds.
Such costs shall be paid at the time the Bonds are issued on the basis of invoices
then available; moneys for cost not then ascertainable shall be paid to the Purchaser.
Thereafter, proceeds-•from the sale of the Bonds in the amount of $1,540,650 will be
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Holder of any Bonds shall in no manner be responsible for the application or
disposal by the City or by any of its officers, agents and employees of .the
moneys..derived from the sale of the Bonds or of any other moneys designated
in this Section 5.
So long as any of the Series 1975 Bonds remain outstanding, all payments
required by Ordinance No. 283 adopted and approved by the Mayor and City Council
of the City on October 28, 1975, to be made into the funds and accounts established
in Article III of Ordinance No. 283, shall continue to be made. Thereafter
payments shall be made in the manner herein specified,
The Pledged Revenues, and all moneys and securities paid or to be paid to
or held or to be held in any fund or account hereunder are hereby pledged td secure
the payment of the Debt Service Requirements of the Bonds; and this peldge shall be valid
and binding from and after the date of the first delivery of the Bonds, and the moneys,
as received by the City and hereby pledged, shall immediately be subject to the lien
of this peldge without any physical delivery thereof, any filing, or further act,
and the lien of this pledge and the obligation to perform the contractual provisions
hereby made shall have priority over any or all other obligations and liabilities
of the City (except as herein otherwise expressly provided), and the lien of this
pledge shall be valid and binding as against all parties having claims of any
kind in tort, contract or otherwise against the City, itrespective of whether
such parties have notice thereof.
B, Principal and Interest Fund. There is hereby established and the City
Treasurer is hereby authorized to create with the Trustee a special fund entitled
the "City of Meridian, Idaho, Water and Sewer Revenue Refunding Bonds, Principal
and Interest Fund," The Trustee shall deposit in the Principal and Interest Fund,
forthwith upon receipt of the proceeds of the Bonds, accrued interest on the Bonds
in the amount of $4,429,67 from their date of the date of their delivery to the
Purchaser, to apply to the payment of interest on the Bonds as the same becomes
due after their delivery.
There shall be deposited into the Principal and Interest Fund by the City
the following:
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installment of principal of the Bonds and any Additional Parity Bonds then
Outstanding the amount, if any, needed to increase the amount in the Principal
and Interest Fund so that there are moneys therein sufficient to pay such next
maturing installment of principal.
Such interest and principal shall be promptly paid to the Holders of the
Bonds and any such Additional Parity Bonds when due.
The moneys credited to the Principal and Interest Fund shall be used only to
pay the Debt Service Requirements of the Bonds and any Additional Parity Bonds
then Outstanding, as such Debt~Service Requirements become due, except as otherwise
provided in Sections 5D and 9 hereof.
C. Debt Service Reserve Fund. There is hereby established and the
Treasurer is hereby authorized to create with the Trustee a special fund
entitled the "City of Meridian, Idaho, Sewer Revenue Refunding Bonds, Debt
Service Reserve Fund." The City shall deposit in the Debt Service Reserve Fund, from
moneys already on deposit in an existing debt service reserve fund, the sum of
$205,000, and shall also deposit, from Bond proceeds, the sum of $3,360, so that
the amount on deposit therein is equal to the Reserve Requirement.
If at any time the City for any reason shall fail to pay into the Principal
and Interest Fund the amount necessary for the Debt Service Requirements of the
Bonds and any Additional Parity Bonds, then an amount equal to such deficiency shall
be paid immediately into the Principal and Interest Fund from the Debt Service
Reserve Fund equal to such deficiency. The money so used shall be replaced
in the debt Service Reserve Fund by the City from moneys legally available for
such purposes within 60 days after such transfer, If Additional Parity Bonds are
Outstanding and the proceedings authorizing the issuance of those securities
require the replacement of moneys in a reserve account therefor, then the
moneys replaced in the Debt Service Reserve Fund shall be replaced on a pro
rata basis based upon the principal amount of the then Outstanding Bonds and the
total principal amount of the then Outstanding Additional Parity Bonds, as moneys
become available therefor.
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which the City shall have exercised or shall have obligated itself to exercise
its option to redeem, prior to their respective maturities, the Bonds and any
Additional Parity Bonds then Outstanding (provided that, solely for the purpose
of this Section 5D, there shall be deemed to be a credit to the Debt Service
Reserve Fund of any moneys, Federal Securities and bank deposits, or any
combination thereof, accounted for in any other account or accounts of the
City and restricted solely for the purpose of paying the Debt Service Requirements),
in which case moneys in the Principal and Interest Fund and the Debt Service
Reserve Fund shall be used solely to pay such Debt Service Requirements as the
same become due; and any moneys in excess thereof in the Principal and Interest
Fund and the Debt Service Reserve Fund and any other moneys derived from the
Pledged Revenues or otherwise pertaining to the Facilities may be used in any
other lawful manner determined by the City.
E. Payment of Subordinate Securities, Subsequent to fully providing
for the payments required to be made by Sections 5A through 5D hereof for a given
Fiscal Year, any Pledged Revenues may be used by the City for the payment of
Debt Service Re quiremtns of Subordinate Securities payable from the Pledged
Revenues and heretofore or hereafter authorized to be issued in accordance with
this Ordinance and any other provisions herein supplemental thereto, including
reasonable reserves for such Subordinate Securities, as the same accrue; but the lien
of such Subordinate Securities on the Pledged Revenues and the pledge thereof for the
payment of such Subordinate Securities shall be subordinate to the lien and pledge
of the Bonds and any additional Parity Bonds.
F, "Use 'of 'Remaining Pledged :Revenues, After the payments required to be
made by Sections 5A through 5E hereof are made, at the end of any Fiscal Year, any
remaining Pledged Revenues may be used for any one or any combination of lawful
purposes as the City Council may from time to time determine.
G. 'Budget'and Appropriation 'of Funds. The sums provided to make the payments
specified in this section 5 are hereby appropriated for said purposes, and
said amounts for each year shall be included in the annual budget and the
appropriation ordinance or measures to be adopted or passed by the City Council
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Section 6. General Administration'of'Funds.
A. Places and Times of Deposits. Each of the special funds created in
Section 5 of this Ordinance, shall be maintained by the Trustee as a book
account as part of a special bank account kept separate and apart from all
other accounts or funds of the City or the Trustee as ,trust accounts Solely
for the purposes herein designated therefor. Each bank account shall be continuously
secured to the fullest extent required or permitted by the laws of the State for
the securing of public funds and shall be irrevocable and not withdrawable by
anyone for any purpose other than the respective designated purposes of such
funds or accounts. Each periodic payment shall be credited to the proper book account not
later than the date therefor herein designated, except that when any such date
shall be a Saturday, a Sunday or a legal holiday, then such payment shall be made
on or before the next preceding business day.
B. Investment of Funds. Any moneys in any fund established in Section 5
of this Ordinance may be deposited, invested, or reinvested in any manner permitted
by law. But in no instance shall commerical paper or bankers' acceptances be
permitted as investments. Securities or obligations purchased as such an in-
vestment shall either be subject to redemption at any time at face value by the
holder thereof at the option of such holder, or shall mature at such time or times
as shall most nearly coincide with the expected need for moneys from the fund in
question. Securities or obligations so purchased as an investment of moneys in
any such fund shall be deemed at all times to be part of the applicable fund;
provided that, with the exception of the Debt Service Reserve Fund, the interest accruing
on such investments and any profit realized therefrom shall be credited to the
Principal and Interest Fund, and any loss resulting from such investments shall be
charged to the particular fund in question. Interest and profit realized from
investments in the Debt Service Reserve Fund shall be credited to the Debt Service
Reserve Fund, provided that, so long as the amount in the Debt Service Reserve
Fund equals at least the Reserve Requirements, such interest and profit shall be
transferred to the Principal and Interest Fund. Any loss resulting from such
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C. No Liability for Losses Incurred'in'PerfoYming
Terms of Ordinance. Neither the City nor any officer of the City shall be liable
or responsible for any loss resulting from any investment or reinvestment made in
accordance with this Ordinance.
Section 7. Priorities; Liens; Issuance of Additional Parity Bonds.
A. First Lien on Pledged Revenues; Equality of Bonds.
Except as expressly provided in this Ordinance with respect to the issuance of
Additional Parity Bonds and Subordinate Securities, the Pledged Revenues shall be
and hereby are irrevocably pledged and set aside to pay the Debt Service
Requirements of the Bonds. The Bonds and any Additional Parity Bonds hereafter
authorized to be issued. and from time to time Outstanding are equitably and retably
secured by the lien on the Pledged Revenues and shall not be entitled to any
priority one over the other in the application of the Pledged Revenues regardless
of the time or times of the issuance of the Bonds or any Additional Parity Bonds.
B. Issuance of Additional Parity Bonds. Nothing herein, subject to the limitations
stated in Sections 7G and 7H hereof, prevents the issuance by the City of Additional
Parity Bonds payable from the Pledged Revenues and constituting a lien on the Pledged
Revenues on a parity with, but not prior or superior to, the lien thereon of the Bonds,
or prevents the issuance of bonds or other securities refunding all or a part of the
Bonds, except as provided in Sections 7F through 7H thereof; but before any such
Additional Parity Bonds are authorized or actually issued (excluding (i) any
Additional Parity Bonds refunding the Bonds or any prior Outstanding Additional Parity
Bonds and (ii) any Subordinate Securities as permitted in Section 7D hereof) the
following provisions must first be satisfied:
(1) Absence of Default. At the time of the adoption of the supplemental
resolution or other instrument authorizing the issuance of the Additional Parity Bonds
as provided in Section 7H hereof, the City shall not be in default in making any
payments required by Section 5 hereof.
Such absence of default shall be certified
in writing by the Mayor.
(2) Historic Revenues Test. As certified by an Independent Accountant,
o;trAY r;~ tre Net Pledged Revenues derived in the last comAlete Fiscal Year immediately
223
(3) Adjustment of Pledged Revenues. In the computation of the historic
revenues test in Section 7B (2) hereof, the amount of the Net Pledged Revenues for
either historical period shall be decreased or increased by the amount of loss or
gain, as reasonably estimated by the City Council, on the basis of projections
by the City engineer which are reviewed by an outside professional consultant,
which will result from (a) any change in any schedule of rates, fees, tolls and
charges from those which were established during such historical period, (b) any
additions, betterments and improvements to and extensions of the Facilities
which become fully operational during such historical period, or reduction in the
Facilities or (c) the additional Net Pledged Revenues which would have been received
if any customers added to the Facilities during such historical period were customers
for the entire period.
(4) Increases in Operation and Maintenance Expenses. In determining the
amount of Net Pledged Revenues as set forth in Section 7B(2) hereof, consideration
shall be given to any probable increase or decrease in the Operation and Maintenance
Expenses of the Facilities, as reasonably estimated by the City Council, and an
appropriate adjustment shall be made in such determination.
(5) Adequate Reserves. The proceedings under which any such Additional
Parity Bonds are issued must provide for the deposits of moneys to or the accumulation
of moneys in the Debt Service Reserve Fund from any source legally available to the
City and contain a covenant by the City to maintain the Debt Service Reserve Fund
in an amount at least equal to the Maximum Annual Cumulative Debt Service Requirements
of the Additional Parity Bonds, which amount shall be in addition to the amounts required
to be maintained in the Reserve Fund with respect to the Bonds or any other Additional
Parity Bonds issued prior to the proposed Additional Parity Bonds.
(6) Authorized Purposes. Any Additional Parity Bonds shall be issued solely
for the purpose of paying the Cost of Improvements, Equipment, Acquisition or
reconstruction, replacement, repair or other renewal of the Facilities.
C. "Certification of Revenues. In the cases of certification of the absence of
default as required by Section 7B (1) hereof and of the computation of the historic
224
stated in Sections 7G and 7H hereof, prevents the City from issuing additional bonds
or other additional securities for the purpose of expansion, betterment or improvement
of the Facilities, payable from the Pledged Revenues and having a lien thereon subordinate,
inferior and junior to the lien thereof the Bonds and any Additional Parity Bonds.
E. Superior Securities Prohibited. Nothing herein permits the City to issue addition
bonds or other additional securities or to enter into any other contract or obligation
payable from the Pledge Revenues and having a lien thereon prior and superior to the
lien thereon of the Bonds and any Additional Parity Bonds.
F. Refunding Bonds. If the City Council shall find it desirable to refund any
Outstanding Bonds, or Outstanding Additional Parity Bonds, such Bonds, or Additional
Parity Bonds or any part thereof, may be refunded regardless of whether the
priority of the lien for the payment of the refunding securities on the Pledged
Revenues is different from the priority of the lien for the payment of the refunded
securities (except as provided in Section 7E); provided that the issuance of any such
refunding bonds or other refunding securities shall be subject to the following
additional requirements and conditions:
(1) Surrender for Payment. The Bonds or Additional Parity Bonds to be refunded
at the time or times of their required surrender for payment on refunding, shall
either then mature or shall be then callable for prior redemption at the City's option
upon proper call, unless the Holder or Holders of all such Bonds or Additional Parity
Bonds consent to such surrender and payment.
(2) Partial Refundings. In the event of.a refunding of less than all of the
Outstanding Bonds or less than all of the Additional Parity Bonds, the refunding
bonds or refunding securities issued pursuant to this Section 7F shall enjoy complete
equality of lien upon the Pledged Revenues with the unrefunded portion of the
Outstanding Bonds or the unrefunded portion of the Outstanding Additional Parity
Bonds. In addition, except as otherwise provided in the ordinance providing for
the issuance of such refunding bonds or securities, the. Holder or Holders of such
refunding bonds or refunding securities shall be subrogated to, have, and enjoy all ~.
of the rights and privileges previously had and enjoyed by the Holder or Holders of
225
Bonds or the Outstanding unrefunded Additional Parity Bonds, the aggregate
principal and interest due on the refunding bonds or refunding securities and the
Outstanding unrefunded Bonds and the Outstanding unrefunded Additional Parity
Bonds do not exceed the aggregate principal and interest which would have been
due in any such Bond Year but for the issuance of the refunding bonds or refunding
securities; or
(b) Subordinate Lien. The lien on any Pledged Revenues for the payment
of the refunding bonds or refunding securities is subordinate to each such lien '
for the payment of any Bonds or Additional Parity Bonds not refunded; or
(c) Default and Coverage Test. The refunding bonds or refunding securities
are issued in compliance with the Net Pledged Revenue coverage requirements and the
Debt Service Reserve Fund requirements of Section 7B hereof and the requirement
of Section 7C hereof with respect to certification of revenues is met, but
excluding from any computation thereunder the securities to be refunded and redeemed
and which shall forthwith upon the issuance of the refunding securities be no
longer deemed Outstanding.
G. Payment Date of Additional Parity Bonds.: Any Additional Parity Bonds
or Subordinate Bonds (including, without limitation, any refunding securities)
issued in compliance with the terms hereof may bear interest on any days
designated by the City, but the first interest payment date shall be for interest
accruing for a period not in excess in the aggregate of one year.
H. Supplemental Ordinances. Additional Parity Bonds or Subordinate Bonds
shall be issued only after authorization thereof by ordinance of the City Council
stating the purpose or purposes of the issuance of such additional securities,
directing the application of the proceeds thereof to such purpose or purposes,
directing the execution thereof, and fixing and determining the date, principal
amount, maturity or maturities, designation and numbers thereof, the rate or rates
of interest to be borne thereby, any prior redemption privileges of the City with
respect thereto, and other provisions thereof in accordance with this Ordinance.
All additional securities shall bear such date, shall bear such numbers and series
226
Bonds and any Additional Parity Bonds outstanding from time to time, and makes provisions
which shall be a part of its contract with such Holders, which covenants and provisions
shall be kept by the City continuously until all of the Bonds and the interst thereon
have been fully paid and discharged, to the effect and with the purpose that:
A. Rate Maintenance Covenant. The City covenants that it will prescribe, revise
and collect Service Charges and other rates, fees, tolls, water and sewer system capital
improvement fees and charges or any combination thereof in connection with, or for the
use of, the Facilities, and reasonable penalties for any delinquencies; which shall
produce Net Pledged Revenues and other moneys legally available and credited to the
Pledged Revenue Fund,. after payment of Operation and Maintenance Expenses, in an
amount equal to at least 125 of the Debt Service Requirements for the Outstanding
Bonds and Outstanding Additional Parity Bonds in the next subsequent Fiscal Year.
In the event that such Service Charges and other rates, fees, tolls, water and sewer
system capital improvement fees and charges at any time should not be sufficient to
make all of the payments and accumulations required by this Ordinance, the City
Council will increase its Service Charges and other rates, fees, tolls, sewer system
capital improvements fees and charges to such an extent as to insure the payments and
accumulations required by the provisions of this Ordinance.
The foregoing covenant is subject to compliance by the City with any legislation
of the United States or the State or any regulation or other action taken by the
federal government or any State agency or any political subdivision of the State
pursuant to such legislation, in the exercise of the police power thereof for the
public welfare, which legislation, regulation of action applies to the City and limits
or otherwise inhibits the amount of any Service Charges and other rtes, fees, tolls, sewer
system capital improvement fees and charges due to the City for the use of or otherwise
pertaining to any and all services rendered by the Facilities.
B.' Collection of Charges. The City shall cause all Service Charges and other
rates, fees, tolls, sewer system capital improvement fees and charges pertaining to
the Facilities to be billed promptly and collected as soon as reasonable, shall
prescribe and enforce rules and regulations or impose contractual obligations
for the payment thereof, to the end that the Pledged Revenues shall be adequate
227
segregation of the proceeds of the Bonds and the Pledged Revenues and their
application from time to time to the respective funds provided therefor,
D. Cost of Bond Issue and of Performance, Except as otherwise specifically
provided herein, all costs and expenses incurred in connection with the issuance
of the Bonds, payment of the Debt Service Requirements, or with the City's
performance of or compliance with any cevenant or agreement contained in this
Ordinance, shall be paid exclusively from the proceeds of the Bonds, or from the
Pledged Revenues, or from other legally available moneys, and in no event shall
any of such costs or expenses be required to be paid out of or charged to the
general funds of the City.
E. Further Assurances. At any and all times the City shall, so far as it
may be authorized by law, pass, make, do, execute, acknowledge, deliver and file
or record all and every such further instruments, acts, deeds, conveyances,
assignments, transfers, other documents and assurances as may be necessary or
desirable for the better assuring, conveying, granting, assigning and confirming
all and singular the rights, the Pledged Revenues and other funds and accounts
hereby pledged or assigned, or intended so to be, or which the City may hereafter
become bound to pledge or to assign, or as may be reasonable and required to carry
out the purposes of this Ordinance. The City, acting by and through its officers,
or otherwise, shall at all times, to the extent permitted by law, defend, preserve
and protect the pledge of the Pledged Revenues and other funds and accounts pledged
hereunder and all the rights of every Holder of any of the Bonds against all claims
and demands of all Persons whomsoever.
F. Conditions Precedent. Upon the date of issuance of any of the Bonds, all
conditions, acts and' things required by the Constitution or laws of the United States,
the Constitution or laws of the State or this Ordinance, to exist, to have happened,
and to have been performed precedent to or in the issuance of the Bonds shall exist,
have happened and have been performed, and the Bonds, together with all other
obligations of the City, shall not contravene any debt or other limitation prescribed
by the Constitution or laws of the United States or the Constitution or laws of the
228
renewals so that at all times the maintenance of the Facilities may be properly
and advantageously conducted. All salaries, fees, wages and other compensation
paid by the City in connection with the repair, maintenance and operation of the
Facilities shall be reasonable and no more than would be paid by other similarly
situated municipal corporations for similar services.
If the City shall use the Facilities as a customer, it shall pay a fair and
reasonable amount for such service. In no event shall the City pay a greater
amount than would be charged a private Person for similar service.'
H. Records and Accounts. The City will keep proper books of record and
account, separate and apart from all other records and accounts, showing
complete and correct entries of all transactions relating to the funds referred
to herein and the Facilities.
I. Rules, Regulations and Other Details. The City, acting by and through
its officers, shall establish and enforce reasonable rules and regulations
governing the construction, operation, care, repair, maintenance, management,
control and use of the Facilities. The City shall observe and perform all of the
terms and conditions contained in this Ordinance and shall comply with all valid
acts, rules, regulations, orders and directives of any legislative, executive,
administrative or judicial body applicable to the Facilities.
J. Payment of Governmental Charges. The City shall pay or cause to be
paid all taxes and assessments or other municipal or governmental charges, if any,
lawfully levied or assessed upon or in respect of the Facilities or upon any part
thereof, or upon any portion of the Pledged Revenues, when the same shall become
due, and shall duly observe and comply with all valid requirements of any municipal
or governmental authority relative to the Facilities or any part thereof, except
for any period during which the same are being contested in good faith by proper
legal proceedings. The City shall not create or suffer to be created any lien or
charge upon the Facilities or any part thereof, or upon the Pledged Revenues,
except the pledge and lien created by this Ordinance .for the payment of the Debt
Service Requirements due in connection with the Bonds, and except as herein otherwise
229
K. Protection of Security. The City, its officers, agents and employees,
shall not take any action in such manner or to such extent as might prejudice
the security for the payment of the Debt Service Requirements of the Bonds and
any other securities payable from the Pledged Revenues according to the terms
thereof.
L. Additional Securities. The City shall not hereafter issue any bonds or
securities relating to the Facilities or the Project and payable from Pledged
Revenues without compliance with the requirements with respect to the issuance
of Additional Parity Bonds or Subordinated Bonds set forth herein.
M. Other Liens. Other than as provided herein, there are no liens or
encumbrances of any nature whatsoever on or against the Facilities or any part
thereof, or on or against the Pledged Revenues.
N. Disposal of Facilities Prohibited. Except for the use of the Facilities
in the normal course of business, neither all nor a substantial part of the
Facilities shall be sold, mortgaged, pledged, encumbered, alienated or otherwise
desposed of, until all of the Bonds and any Additional Parity Bonds have been paid
in full, or unless provision has been made therefor; provided, however, that the
City may sell, exchange or lease at any time and from time to time any property
or facilities constituting part of the Facilities and not useful in the construction,
reconstruction or operation thereof; but any proceeds of any such sale or exchange
received and not used to replace such property so sold or exchanged shall be
deposited in the Principal and Interest Fund, and any proceeds of any such lease
received shall be deposited by the City in the Principal and Interest Fund.
O. Surety Bonds. Each official or other person having custody of any
Pledged Revenues or responsible for their handling shall be fully bonded at all
times, which bond shall be conditioned upon the proper application of said moneys.
The cost of each such bond shall be considered one of the operating costs of the
Facilities, unless otherwise provided by law.
P. Arbitrage Covenant. The City covenants with the Holders of the Bonds that
it will make no use of proceeds of the Bonds at any time during the term thereof which,
230
Outstanding Bonds and any Outstanding Additional Parity Bonds in accordance
with the provisions hereof and of any authorizing proceedings authorizing the
prior redemption of such securities, or shall be held as a reserve for expenditure
subsequently upon such capital improvements or upon such redemption of securities
at maturity or prior thereto, of any combination thereof, as the City Council
may determine.
R. Inspection of Records. Any Holder of at least 10~ of the aggregate principal
amount of the Outstanding Bonds and any Outstanding Additional Parity Bonds, any
duly authorized agent or agents of such Holder, or the Purchaser of the Bonds,
shall have the right at all reasonable time to inspect all records, accounts
and data relating to the Facilities and the Pledged Revenues, to make copies of
such records, accounts and data at the Holder's or Purchaser's expense, and to
inspect the Facilities.
S. Audits Required. The City, annually following the close of each Fiscal Year
shall order an audit for that Fiscal Year of the books and accounts pertaining to
the Facilities to be made forthwith by an Independent Accountant, and order an audit
report showing the receipts and disbursements for each fund or account pertaining to
the Facilities and/or the Pledged Revenues. All expenses incurred in the making of
the audits and reports required by this Section shall be regarded and paid as an Operation
and Maintenance Expense. Such audit reports shall be provided, as soon as they become
available each year and in any event within 120 days of the end of the preceedings
Fiscal Year, to the Trustee, the Purchaser and any Holder of any Bonds or Additional
Parity Bond who has filed a written request with the Trustee or City Treasurer asking
for such an audit report.
T. Insurance and Reconstruction. The City shall at all times maintain with
responsible insurers all such insurance reasonably required for comparable projects
and obtainable within limits as is customarily maintained with respect to sewerage
facilities of like character against loss of or damage to the Facilities and
against public and other liability to the extent at least reasonably necessary
to protect the interest of the City and of 'each Holder of a Bond or any other
2 3 ~.
the proceeds of any such use and occupancy insurance) be deposited in the
Principal and Interest Fund.
U. Competing Facilities. The City shall not grant any franchise,
license or permit to any competing sewer system or Facilities within the City.
Section 9. Defeasance.
When all Debt Service Requirements of the Bonds have been duly paid, the pledge
and lien and all obligations hereunder shall be discharged and the Bonds shall no
longer be deemed to be Outstanding within the meaning of this Ordinance. There
shall be deemed to be such due payment when the City hasp:placed in escrow or
or in trust with a banking corporation located within -a~r without the
State, moneys or Federal Securities in an amount sufficient (including the
known yield available for such purpose from Federal Securities in which such amount
wholly or in part may be initially invested) to meet all Debt Service Requirements of
the Bonds, as the same become due to the final maturities of the Bonds, or upon
any Redemption Date as of which the City shall have exercised or shal•1 have
obligated itself to exercise its prior redemption option by a call of Bonds for
payment. The Federal Securities shall become due prior to or• at the respective
times at which the proceeds thereof shall be needed, in accordance with a schedule
established and agreed upon between the City and such bank at the time of the creation
of the escrow or trust, or the Federal Securities shall be subject to redemption
at the option of the holder thereof to assure such availability as so needed to
meet such schedule.
Section 10. The Trustee.
A. Appointment. The City hereby appoints, authorizes and designates
The Idaho First National Bank, Corporate Trust Department, Boise, Idaho as trustee,
paying agent and registrar for the Holders of the Bonds.
B. Conditions on Performance. The Trustee, upon its acceptance of the
trusts imposed by this Ordinance, shall perform said trusts, but upon and subject
to the following express terms and conditions:
(1) The Trustee, prior to any default hereunder, shall perform such
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Trustee shall have no duty, responsibility or obligation for the payment of
the Bonds or Additional Parity Bonds except for payment in accordance with
the terms and provisions hereof from, and to the extent of, funds which are
held in trust by the Trustee for the purposes of such payment,
(2) The Trustee shall be entitled to payment or reimbursement for
reasonable fees for its services rendered hereunder, and the City agrees to pay such
fees upon receipt of a written invoice therefor,
(3) The Trustee shall neither be required to institute any suit or.
action or other proceeding, or to take any steps to enforce its rights or the
rights of the Bondholders and expose it to liability, nor shall the Trustee
be deemed liable for failure to take any such action, unless and until it shall
have been indemnified, to its satisfaction, against any and all reasonable
costs, expenses, outlays, counsel and other fees, other disbursements including
its own reasonable fees and against all liability and damages,
(4) The Trustee may in good faith buy, sell or hold and deal in any
Bonds or Additional Parity Bonds with like effect as if it were not such Trustee
and may commence or join in any action which a Bondholder is entitled to take
with like effect as if the Trustee were not the Trustee. It is understood and
agreed that the Trustee is engaged in a general banking business and no provision
hereof is to be construed to limit or restrict the right of the Trustee to engage
in such banking with the City of Meridian or any Bondholder, Engaging in such
business shall not, in and of itself, and for as long as the Trustee duly performs
all of its duties as required hereby, constitute a breach of trust on the part of
the Trustee.
C. Removal and Resignation. The Trustee may resign and be discharged of
its duties created by this Ordinance by providing 30 days' written notice of re-
signation by registered or certified mail to the City Treasurer; provided, however,
that such resignation shall take effect only upon the appointment of a successor
Trustee.
The Trustee may be removed at any time by an instrument appointing a
„~~o~~~Y ~~ trP mr_nstee so removed, executed by the Holders of a majority in aggreaate
233
may appoint a new Trustee.
Any successor Trustee shall be a national bank with trust powers, or a
state bank or a trust company with trust powers, or a savings and loan association
with trust powers, if any, in each case having a reported capital and surplus
of not less than $20,000,000 if there be one able and willing to accept the
trust on reasonable customary terms.
Section 11. Default Provisions and Remedies o~ Bondholders.
A, Events of Default. Each of the following events is hereby declared
to be and tt~ constitute an Event of Default:
(].) Nonpayment of Principal or Premium. Payment of the principal of
any of the Bonds or Additional Parity Bonds, or any prior redemption
premium due in connection therewith, or both, is not made when the same
becomes due and payable,-either at maturity or by proceedings for prior
redemption, or otherwise;
(2) Nonpayment of Interest. Payment of any installment of interest is
not made when the same becomes due and payable;
(3) Nonperformance of Duties, The City shall have failed to carry out
and to perform (or in good faith to begin the performance of) all acts and
things lawfully required to be carried out or to be performed by it under any
contract relating to the Pledged Revenues or the Facilities or to both, including,
without limitation, this Ordinance, and such failure shall continue for thirty
(30) days after receipt of notice from the Trustee or from the Holders of
250 or more in principal amount of the Bonds or Additional Parity Bonds then
Outstanding; provided that if such failure cannot be cured within such thirty
(30) days, and during that period corrective action has commenced to remedy
such failure and subsequently is diligently pursued by the City to the completion
of such performance, an Event of Default shall not be deemed to have occured;
(4) Failure to Reconstruct, The City discontinues or unreasonably delays
or fails to carry out with reasonable dispatch the reconstruction of any revenue-
producing part of the Facilities which is condemned, destroyed or damaged and is
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Bonds, or both the Facilities and such moneys or if any order or decree,
having been entered without the consent or acquiescence of the City, is
not vacated or discharged or stayed on appeal within sixty (60) days after
entry.
B. Remedies for Defaults. Upon the happening and continuance of any
of the Events of Default, as provided in Section l0A hereof, then and in every
case the Trustee or the Holder or Holders of not less than 25% in principal
amount of the Bonds and Additional Parity Bonds then Outstanding, as the case
may be, may proceed against the City and its agents, officers and employees
to protect and to enforce the rights of the Holders of the Bonds under this
Ordinance by mandamus or by other suit, action or special proceedings in
equity or at law, in any court of competent jurisdiction, either for the
appointment of a receiver or an operating trustee or for the specific performance
of any covenant or agreement contained herein or for any proper legal or equitable
remedy as such Holder or Holders may deem most effectual to protect and to enforce
the rights aforesaid, or thereby to enjoin any act or thing which may be unlawful
or in violation of any rights of any Holder of any Bonds, or to require the
City to act as if it were the trustee of an expressed trust, or any combination
of such remedies or as otherwise may be authorized by any stature or other
provision of law. All such proceedings at law or in equity shall be instituted,
had and maintained for the equal benefit of all Holders of the Bonds and any
Additional Parity Bonds then Outstanding. Any receiver or operating trustee
appointed in any proceedings to protect the rights of such Holders hereunder, the
consent to any such appointment being hereby expressly granted by the City, may
collect, receive and apply all Pledged Revenues arising after the appointment
of such xeceiver or operating trustee in the same manner as the City itself
might do.
C. " Rights'and'Priyileges CtSmulative. The failure of any Holder of any
Outstanding Bond or the Trustee to proceed in any manner herein provided shall
not relieve the City, or any of its officers, agents or employees of any
liability for failure to, perform or carry out any duty, obligation or other
commitment. Each right or privilege of any such Holder or the Trustee is in
addition and is cumulative to any other right or privilege, and the exercise
235
Bonds or Additional Parity Bonds are Outstanding, except to the extent it may be
unlawful to do so, all Pledged Revenues shall be paid into the Principal and Interest
Fund.
E. Evidence of Securityholders. Any request, consent or other instrument
which this Ordinance may require or may permit to be signed and to be executed
by the Holder of any Bonds or other securities may be in one instrument or more
than one instrument of similar tenor and shall be signed or may be executed by each
Holder in person or by his attorney appointed in writing.
F. Immunities of Purchaser. The Purchaser and any associate thereof are
under no obligation to any Holder of the Bonds for any action that they may or
may not take or in respect of anything that they may or may not do by reason
of any information contained in any reports or other documents received by them
under the provisions of this Ordinance. The immunities and exemption from
liability of the Purchaser and any associate thereof hereunder extend to their
partners, directors, successors, assigns., employees and agents.
Section 12. Amendment of Ordinance.
A. Amendment of Ordinance Not Requiring Consent of Bondholders. The City
may, without the consent of, or notice to, the Holders of the Bonds, adopt such
resolutions supplemental hereto (which amendments shall thereafter from a part
hereof) for any one or more or all of the following purposes:
(1) To cure any ambiguity, or to cure, correct or supplement any defect
or inconsistent provision contained in this Ordinance, or to make any provision
with respect to matters arising .under this Ordinance or for any other purpose
if such provisions are necessary or desirable and do not adversely affect the
interests of the Holders of the Bonds or Additional Parity Bonds; or
(2) To subject to this Ordinance additional revenues, properties
or collateral; or
(3) To issue Additional Parity Bonds or Subordinated Securities as provided
herein,
B. Amendment of Ordinance Requiring Consent of Bondholders. Exclusive
of amendments covered by Section 12A hereof, this Ordinance may be amended or
modified by the City Council only with the written consent of the Holders of
'36
(2) Reducing Return. _A reduction in the principal amount of any Bond
or Additional Parity Bond, the rate of interest thereon, or any prior redemption
premium payable in connection therewith; or
(3) Prior Lien. The creation of a lien upon or a pledge of revenues
ranking prior to the lien or to the pledge created by this Ordinance; or
(4) Modifying Amendment Terms. A reduction of the principal amount or
percentages of Bonds and Additional Parity Bonds, which may be required herein
for any amendment hereto; or
(5) Priorities Between Bonds. The establishment of priorities as between
Bonds and Additional Parity Bonds issued and Outstanding under the provisions
of this Ordinance; or
(6) Partial Modification. ~y modifications otherwise materially and
prejudicially affecting the rights or privileges of the Holders of less than all
of the Bonds and Additional Parity Bonds then Outstanding.
Whenever the City Council proposes to amend• or modify this Ordinance under
the provision of this Section 12 (B) it shall give notice of the proposed
amendment by sending a copy of such notice by first class, postage prepaid
mail to the Holders of the Bonds. Such notice. shall briefly set forth the
nature of the proposed amendment and shall state that a copy of the proposed
amendment is on file in the office of the City Clerk for public inspection.
C. Time for and Consent to Amendment. Whenever at any time within three
months from the date of the completion of the notice required to be given by
Section 12B hereof there shall be filed in the office of the City Clerk an
instrument or instruments executed by the Holders of at least 66-2/3o in
aggregate principal amount of the Bonds and Additional Parity Bonds the Outstanding
which instrument or instruments shall refer to the proposed amendment described
in such notice and shall specifically consent to and approve the adoption of such
resolution or other instrument, thereupon, but not otherwise, the City may adopt
such amendment and it shall become effective. If the Holders of at least
66-2/3o in aggregate principal amount of the Bonds and Additional Parity Bonds
then Outstanding, at the time of the adoption of such amendment, or the predecessors
237
date of the completion of the notice above provided for and shall be conclusive
and binding upon all future Holders of the same Bond or Additional Parity Bond after
such period. Such revocation shall not be effective if the Holders of 66-2/3°s
in aggregate principal amount of the Bonds and Additional Parity Bonds
Outstanding as herein provided, prior to the attempted revocation, shall have
consented to and approved the amendment.
D. Unanimous Consent. Notwithstanding anything contained in this Ordinance,
the rights and the obligations of the City and of the Holders of the Bonds and
Additional Parity Bonds may be modified or amended in any respect upon the
adoption by the City and upon the filing with the City Clerk of an instrument to
that effect and with the consent of the Holders of all the then Outstanding
Bonds and Additional Parity Bonds, such consent to be given in the manner provided
in Section 12C hereof; and no notice to Holders of Bonds, either by mailing or
by publication, shall be required as provided in Section 12B hereof, nor shall the
time of consent be limited except as may be provided in such consent.
~. Proof of Instruments and Bonds. The fact and date of execution
of any instrument under the provisions of this Section 12, the amount and number
of the Bonds held by any Person executing such instrument, and the date of his
holding the same. may be proved as provided by Section 11E hereof.
Section 13. Miscellaneous,
A. Character of Agreement. None of the covenants, agreements, representations
or warranties contained herein or in the Bonds shall ever impose or shall be
construed as imposing any monetary liability, obligation, or charge against
the City (except fob the special fund pledged therefor) or against the general credit
of the City payable out of general funds or out of any funds derived from
general property taxes.
B. No Pledge of Property. The payment of the Bonds is not secured by an
encumbrance, mortgage or other pledge of the City except for the Pledged Revenues
of the City. No property of the City, subject to such exception with respect to
the Pledged Revenues pledged for the payment of the Bonds, shall be liable to
be forfeited or taken in payment of the Bonds.
C. Delegated Duties. The officers of the City ara ~,-QYA.r,., °••'-'-~--= -- '
~ L~
provisions for the benefit of the City contained herein shall bind and insure to the
benefit of any officer, board, district, commission, authority, agency, instrumentality
or other person or persons to whom or to which there shall be transferred by or in
accordance with law any right, power or duty of the City or of its respective successors
if any, the possession of which is necessary or appropriate in order to comply with
any such covenants, stipulations, obligations, agreements or other provisions hereof.
E. Rights and Immunities. Except as herein otherwise expressly provided, nothing
herein expressed or implied is intended or shall be construed to confer upon or to
give to any Person, other than the City, the Trustee and the Holders from time to
time of the Bonds and Additional Parity Bonds, any right, remedy or claim under or
by reason hereof or any covenant, condition or stipulation hereof. All the covenants,
stipulations, promises and agreements herein contained by and on behalf of the City
shall be for the sole and exclusive benefit of the City and any Holder of any of
the Bonds and Additional Parity Bonds.
No recourse shall be had for the payment of the Debt Service Requirements of
the Bonds or Additional Parity Bonds or for any claim based thereon or otherwise
upon this Ordinance against any individual member or any officer or other agent of the
City, past, present or future, either directly or indirectly through the City,
or otherwise, whether by virture of any constitution, statute or rule of law or by
the enforcement of any penalty or otherwise, all such liability, if any, being by the
acceptance of the Bonds and the Additional Parity Bonds and as apart of the consideration
of their issuance specially waived and released.
F. Ordinance Irrepealable. This Ordinance is, and shall constitute, a
legislative measure of the City and after any of the Bonds are issued, this Ordinance
shall constitute an irrevocable contract between the City and. the Holder or Holders
of the Bonds; and this Ordinance, subject to the provisions of. Section 9 and 12
hereof, if any Bonds are in fact issued, shall be and shall remain irrepealable
until the Bonds, as to all Debt Service Requirements, shall be fully paid, cancelled
and discharged, as herein provided.
G. "Repealer. All resolutions, ordinances, bylaws, orders, and other instruments,
..r ~~,-+~ thereof, inconsistent herewith are hereby repealed to the extent only of such
239
The City Council of the City hereby declares this to be an emergency
ordinance which shall take effect immediately upon its passage, approval and
publication according to law.
ORDINANCE ADOPTED AND APPROVED this 13th day of August 1985.
CITY OF MERIDIAN, IDAHO
(SEAL)
By
Mayor
T:
Cle
The ~tion to adopt the foregoing Ordinance was duly seconded by Councilmember
Meyers,/put to a vote and carried upon the following vote:
Those voting AYE: All
Members:
Those voting NO: None
Those ABSENT:
Grant P, Kingsford and Bill G. Brewer
Thereupon the Mayor declared the motion carried and the Ordinance duly passed
and adopted.
After consideration of other business to come before the City Council, the
meeting was adjourned.
(SEAL) -
STATE OF IDAHO
COUNTY OF ADA
CITY OF MERIDIAN
I, Jack~Niemann, the duly elected or appointed, qualified and acting City
~~o
taken; that the meeting was duly held; that the persons were present at said meeting
as therein shown; and that such meeting was called and notice thereof given in the
~ manner prescribed by the bylaws of the City.
WITNESS my hand and official seal of the City, this 13th day of August, 1985.
Ci Clerk
(SEAL)
ORDINANCE N0. 451
AN ORDINANCE OF THE CITY OF MERIDIAN AMENDING TITLE 7, CHAPTER 5, OF THE
REVISED AND COMPLIED ORDINANCES OF THE CITY OF MERIDIAN, ENTITLED SEWER USE,
BY THE ADDITION THERETO OF A NEW SECTION WHICH SHALL BE KNOWN AS "SECTION 7-527 A:
PAYMENT OR CONTRIBUTION OF PROPORTIONATE COSTS AND EXPENSES OF CONSTRUCTING SEWER
LINES: CO-OPERATIVE AGREEMENTS"; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council and the Mayor of the City of Meridian have concluded
that it is in the best interest of the City of Meridian to amend Title 7, Chapter 5,
SEWER USE, of the Revised and Compiled Ordinances of the City of Meridian; and
WHEREAS, under Idaho Code, 50-302, the City of Meridian has authority to make
such ordinances, rules, regulations and resolutions as may be expedient to maintain
the good government and welfare of the City and its trade, commerce and industry; and
WHEREAS, under Idaho Code 50-304, the City has the authority to pass all ordinances
and make all regulations necessary to preserve the public health; and
WHEREAS, under Idaho Code 50-301, the City of Meridian is a body corporate and
politic and has the authority to contract and be contracted with and acquire,~hold,
lease, and convey property, real and personal, and may erect buildings or structures
of nay kind, needful for the user or purposes of the City and may exercise all
powers and perform all functions of local self-government in City affairs as are
not specifically prohibited by or in conflict with the general laws of the Consititution