07.02.2020CouncilPacket
AMMON CITY COUNCIL MEETING
THURSDAY, JULY 2, 2020 7:00 P.M.
2135 SOUTH AMMON ROAD
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AGENDA
A.CALL TO ORDER: Mayor Sean Coletti at 7:00 p.m.
Pledge of Allegiance Councilmember Wiscombe
Prayer Council President Slack
B.CONSENT AGENDA:
1.Accounts Payable Report: Exhibit A
2.Minutes:
i.June 18, Regular Meeting
C.PROCLAMATIONS AND ANNOUNCEMENTS
D.PUBLIC COMMENT REGARDING ITEMS NOT ON AGENDA (5-minute limit)
E.PUBLIC HEARINGS:
F.ACTION ITEMS:
1.Ordinance 641 Water Bond Financing (Micah Austin, City Administrator)
2.EIRWWA CAS Agreement
3.EIRWWA RFP
4.Resolution 2020-007R Surplus Property (Micah Austin, City Administrator)
G.DISCUSSION ITEMS:
1.Staff Items
i.Bonneville County Fire District
ii.Fiber LID #1 Delinquent Account Discussion
2.City Council Items
3.Items
H.ADJOURN
INDIVIDUALS NEEDING ACCOMODATION DUE TO DISABILITY MUST CONTACT CITY HALL NO
Next Resolution Number: 2020-008R
Ammon City Council 06/30/2020Page 1 of 48
LATER THAN 1:00 P.M. THE DAY BEFORE THE SCHEDULED MEETING TO ARRANGE ASSISTANCE
Next Ordinance Number: 643
AMMON CITY COUNCIL MEETING
THURSDAY, JUNE 18, 2020 7:00 P.M.
2135 SOUTH AMMON ROAD
AGENDA
A.CALL TO ORDER: Mayor Sean Coletti at 7:00 p.m.
Pledge of Allegiance Council President Slack
Prayer Councilmember Tibbitts
B.CONSENT AGENDA:
1.Accounts Payable Report: Exhibit A
2.Minutes:
i.June 4, Regular Meeting
ii.June 11, Work Session
C.PROCLAMATIONS AND ANNOUNCEMENTS
D.PUBLIC COMMENT REGARDING ITEMS NOT ON AGENDA (5-minute limit)
E.PUBLIC HEARINGS
F.ACTION ITEMS:
1.Ordinance 639 Storage Unit Zoning (Cindy Donovan, City Planner)
2.Ordinance 640 Road Name Change (Micah Austin, City Administrator)
3.Resolution 2020-006R Surplus Property
G.DISCUSSION ITEMS:
1.Staff Items
i.Urban Renewal Area: 1st Street Innovation District
ii.Fire District Resolution
2.City Council Items
3.Items
H.ADJOURN
MINUTES
City Officials Present: Mayor Sean Coletti (in person)
Council President Russell Slack (in person)
Councilmember Rex Thompson (in person)
Councilmember Scott Wessel (in person)
Councilmember Byron Wiscombe (in person)***
Councilmember Craig Tibbitts (in person)
Councilmember Josh Wheeler (via Zoom
City Attorney Scott Hall (in person)
City Administrator Micah Austin (in person)
Finance Director Jennifer Belfield (in person)
Fire Chief Stacy Hyde (in person)
City Clerk Kristina Buchan (in person)
A.CALL TO ORDER: Mayor Coletti opened the meeting at 7:00 p.m. at the Ammon City Hall building located
at 2135 South Ammon Road. Council President Slack led the Pledge of Allegiance and Council Member
Tibbitts offered a prayer.
Ammon City Council 06/30/2020Page 2 of 48
B.CONSENT AGENDA:
a.Accounts Payable Report: Exhibit A
b.Minutes:
i.June 4, Regular Meeting
ii.June 11, Work Session
Council discussed various items within the financials with staff explanation for each.
It was moved by Council President Slack and seconded by Council Member Wessel to approve the consent
agenda. aƚƷźƚƓ ƦğƭƭĻƭ ǒƓğƓźƒƚǒƭƌǤ ǞźƷŷ ǝƚƷĻ ĬǤ Ʃƚƌƌ ĭğƌƌ Λ/ƚǒƓĭźƌ aĻƒĬĻƩ źƭĭƚƒĬĻ ŷğķ ƓƚƷ ǤĻƷ ƆƚźƓĻķ
ƷŷĻ ƒĻĻƷźƓŭ ğƷ Ʒŷźƭ ƷźƒĻ ğƓķ ķźķ ƓƚƷ ĭğƭƷ ğ ǝƚƷĻ ƚƓ Ʒŷźƭ źƷĻƒΜ
C.PROCLAMATIONS AND ANNOUNCEMENTS
Mayor Coletti recognized April Forrest for the Extra Mile Award. April has gone above and beyond with a
large influx of hiring and handling all aspects of the work from home system and payroll coding in recent
months. Council and staff thanked her for her amazing work.
D.PUBLIC COMMENT REGARDING ITEMS NOT ON AGENDA (5-minute limit)
E.PUBLIC HEARINGS
F.ACTION ITEMS:
a.Ordinance 639 Storage Unit Zoning (Cindy Donovan, City Planner)
City Administrator Micah Austin presented Council with a proposed amendment to Code to
change the locations in which storage units are allowed to be developed within the City. Austin
noted that in just a few years, nearly 30 acres of land have been developed into storage units
within City limits. Council discussed the implications of having so much space dedicated to this
type of property and the impact it can have on local economy.
Recommendation
- Staff recommends approval of Ordinance 639 and Summary.
Summary of Analysis
1. Ordinance 639 amends Title 10 Chapter 37-1(A) to allow storage units only in the M-1, I&M-1,
I&M-2 zones.
2. Currently, storage units are allowed in all commercial zones with some restrictions. Storage
Units are allowed seven commercial zones as a permitted use (C-1, HC-1, CC-1, GC-1, M-1,
I&M-1, and I&M-2). They are allowed by conditional use permit in LC/PB and PB. They are allowed as
part of a master plan in Multi-Use.
3. Storage units consume space which would be better used for the purpose of commercial entities
with a higher employment rate and provide services to the community.
4. Storage units typically have one of the lowest jobs per acre ratio.
5. Storage units are difficult to redevelop and cannot easily be converted into any other land use.
6. Prior to 2018, there were approximately 10.8 acres of storage units within Ammon city limits.
7. Since 2018, the City has approved 32 acres of additional storage within Ammon.
8. The total storage space in Ammon, with everything approved, is now approximately 43 acres.
These 43 acres will likely never produce a significant number of local jobs.
9. Most cities highly restrict storage units to industrial, manufacturing and some limited commercial
zones. For example, Idaho Falls restricts storage units to only Industrial, Manufacturing, and Highway
Commercial zones. In Chubbuck, Storage Units are only permitted in Industrial zones but
conditionally allowed in Ag, Dense Residential, Limited Commercial and General Commercial.
Notice
- Mailed notices were sent to the required public entities on May 14, 2020
Ammon City Council 06/30/2020Page 3 of 48
- Notice was published in the Post Register on May 14, 2020
- Posting of a sign was not required
Planning and Zoning Commission
- Public hearing held on Wednesday, June 3, 2020
- Recommended approval of the ordinance as presented.
Reasoned Statement: Fits Comprehensive Use Plan, preserves prime development property for its
best use, storage units limit redevelopment and job growth, Commission recognizes there is limited
s standard practice in most cities.
Compliance with Zoning Ordinance
- Title 10 Chapter 1 Purpose, Declaration, Intent
It was moved by Council Member Wessel and seconded by Council Member Tibbitts to dispense with the
rule requiring the reading of the ordinance on three different days and that the three readings be waived.
aƚƷźƚƓ ƦğƭƭĻƭ ǒƓğƓźƒƚǒƭƌǤ ǞźƷŷ ǝƚƷĻ ĬǤ Ʃƚƌƌ ĭğƌƌ Λ/ƚǒƓĭźƌ aĻƒĬĻƩ źƭĭƚƒĬĻ ŷğķ ƓƚƷ ǤĻƷ ƆƚźƓĻķ ƷŷĻ
ƒĻĻƷźƓŭ ğƷ Ʒŷźƭ ƷźƒĻ ğƓķ ķźķ ƓƚƷ ĭğƭƷ ğ ǝƚƷĻ ƚƓ Ʒŷźƭ źƷĻƒΜ
It was moved by Council Member Wessel and seconded by Council Member Tibbitts to approve Ordinance
639 amending Title 10 Chapter 37-1(A) finding it meets state standards for approval, has been noticed
properly, is in accordance with the Comprehensive Plan aƚƷźƚƓ ƦğƭƭĻƭ
ǒƓğƓźƒƚǒƭƌǤ ǞźƷŷ ǝƚƷĻ ĬǤ Ʃƚƌƌ ĭğƌƌ Λ/ƚǒƓĭźƌ aĻƒĬĻƩ źƭĭƚƒĬĻ ŷğķ ƓƚƷ ǤĻƷ ƆƚźƓĻķ ƷŷĻ ƒĻĻƷźƓŭ ğƷ Ʒŷźƭ ƷźƒĻ
ğƓķ ķźķ ƓƚƷ ĭğƭƷ ğ ǝƚƷĻ ƚƓ Ʒŷźƭ źƷĻƒΜ
b.Ordinance 640 Road Name Change (Micah Austin, City Administrator)
Austin updated Council on the status of Robins Avenue in the Bridgewater Subdivision. The
original plan and plat had a road connection the various sections of the subdivision, as
developments continued it was impossible to connect the various parts of the road. To assist with
emergency vehicles, it was requested to adjust the name of the street to ensure accurate access.
The County asked that an ordinance be passed by the City to recognize the name change.
Recommendation
- Staff recommends adoption of Ordinance 640 as presented.
Summary of Analysis
1. Robins Avenue is a street in the Lawndale Subdivision of Bonneville County, which is located
south of the Bridgewater Subdivision, which is within Ammon City Limits.
2. When Bridgewater was platted, it was intended that Robins Avenue would continue from
continued through Bridgewater Divisions 1 and 3.
3. After Division 3 of Bridgewater Subdivision was built, it became clear that Lawndale and
Bridgewater Subdivisions would not meet and the street, Robins Avenue, would not connect. At
that point, it was required to rename the Bridgewater portion of Robins Avenue to Red Robin
Avenue for public safety reasons and to avoid confusion.
4. Ordinance 640 officially renames Robins Avenue of Divisions 1 and 3 of Bridgewater to Red
Robin Avenue.
Financial Impact
- No immediate cost impact is known. The street signs were erected by the developer with the
name Red Robin Avenue.
It was moved by Council President Slack and seconded by Council Member Wheeler to dispense with the
rule requiring the reading of the ordinance on three different days and that the three readings be waived.
aƚƷźƚƓ ƦğƭƭĻƭ ǒƓğƓźƒƚǒƭƌǤ ǞźƷŷ ǝƚƷĻ ĬǤ Ʃƚƌƌ ĭğƌƌ Λ/ƚǒƓĭźƌ aĻƒĬĻƩ źƭĭƚƒĬĻ ŷğķ ƓƚƷ ǤĻƷ ƆƚźƓĻķ ƷŷĻ
ƒĻĻƷźƓŭ ğƷ Ʒŷźƭ ƷźƒĻ ğƓķ ķźķ ƓƚƷ ĭğƭƷ ğ ǝƚƷĻ ƚƓ Ʒŷźƭ źƷĻƒΜ
Ammon City Council 06/30/2020Page 4 of 48
It was moved by Council President Slack and seconded by Council Member Wessell to approve Ordinance
640 to change the name of the street Robins Avenue to Red Robin Avenue in Bridgewater Subdivision.
aƚƷźƚƓ ƦğƭƭĻƭ ǒƓğƓźƒƚǒƭƌǤ ǞźƷŷ ǝƚƷĻ ĬǤ Ʃƚƌƌ ĭğƌƌ Λ/ƚǒƓĭźƌ aĻƒĬĻƩ źƭĭƚƒĬĻ ŷğķ ƓƚƷ ǤĻƷ ƆƚźƓĻķ ƷŷĻ
ƒĻĻƷźƓŭ ğƷ Ʒŷźƭ ƷźƒĻ ğƓķ ķźķ ƓƚƷ ĭğƭƷ ğ ǝƚƷĻ ƚƓ Ʒŷźƭ źƷĻƒΜ
c.Resolution 2020-006R Surplus Property
Austin explained the need for declaring items from the technology department as surplus.
Director Patterson reviewed the items to be considered noting that declaring them surplus and
selling them for a lower than market price would provide more of a cost offset than returning the
items to the original purchasing company.
Recommendation
- Declare four (4) Fiber Store S5800-48F4S network switches and two (2) Brocade 6910 network
switches as surplus, thus allowing the S5800-48F4S to be sold at auction and the 6910s to be
sold to Bonneville County for $500.
Summary of Analysis
1. Section 1-13-13 of the Ammon municipal code allows the City Council to declare any city-
owned personal property as surplus.
2. Declaring property surplus allows staff to sell the property according to 1-13-13
3. Fiber Store S5800-48F4S equipment has been replaced by S5800-48F4SR which adds an API
functionality which provides for security and better auto-provisioning.
4. We will not be able to sell the units in inventory for the same cost as new, but as they were
purchased as inventory as replacement backups and for new development.
5. We should be able to get 65% of costs paid and V2 replacements cost 15% less for an
estimated net loss of $1400 for all 4 switches.
6. The two Brocade 6910 have been in use for over 5 years. Their use has changed over time and
currently they are only in use by the County. These units sell used on Ebay for between $80 and
$700. Staff recommends that we sell both units to the County for $250 each or $500 total.
Financial Impact
o No additional costs.
o Selling units for less than paid by City, but staff feels that this is important in achieving
better functionality/performance.
o Staff feels that costs are reasonable and sustainable as part of operations.
It was moved by Council President Slack and seconded by Council Member Tibbitts to to approve
Resolution 2020-006R to declare the equipment identified in the resolution as surplus with specifically
listed items sold directly to Bonneville County. aƚƷźƚƓ ƦğƭƭĻƭ ǒƓğƓźƒƚǒƭƌǤ ǞźƷŷ ǝƚƷĻ ĬǤ Ʃƚƌƌ ĭğƌƌ Λ/ƚǒƓĭźƌ
aĻƒĬĻƩ źƭĭƚƒĬĻ ŷğķ ƓƚƷ ǤĻƷ ƆƚźƓĻķ ƷŷĻ ƒĻĻƷźƓŭ ğƷ Ʒŷźƭ ƷźƒĻ ğƓķ ķźķ ƓƚƷ ĭğƭƷ ğ ǝƚƷĻ ƚƓ Ʒŷźƭ źƷĻƒΜ
G.DISCUSSION ITEMS:
a.Staff Items
i.Fire District Resolution
Austin and Mayor Coletti reviewed the draft agreement to join into the Bonneville County
Fire District presented to Council detailing each item within the agreement. Council
discussed the cost of the transition and leasing options and gave guidance to the
committee to bring back for further discussion. Mayor Coletti and present Ammon Fire
staff discussed their concerns regarding the transition and what new leadership could
mean for existing staff and procedures.
ii.Urban Renewal Area: 1st Street Innovation District
st
Austin updated Council on the plans for an Urban Renewal Area in the 1 street area and
sought guidance from Council on their desires to move forward with the plan. Austin
Ammon City Council 06/30/2020Page 5 of 48
detailed the various aspects of the intent to create a district and what implications that
might have for the City. Council asked Austin to move forward with discussion and plans to
create the URA.
iii.Mayor Coletti discussed Ammon Days 2020 with Council and added concerns coming
from internal and external sources. Coletti reviewed the concerns that have come in and
asked for input from Council. Council asked that staff continue to move forward with
planning with consideration that it could be a different event than in the past.
H.ADJOURN The meeting was adjourned at 9:48pm
_____________________________
Sean Coletti, Mayor
_____________________________
Kristina Buchan, City Clerk
Ammon City Council 06/30/2020Page 6 of 48
Ammon City Council 06/30/2020Page 7 of 48
PROCEDURES
PROCEDURE TO ADOPT AN ORDINANCE
Ordinance No.641introduced and read by title.
AN ORDINANCE OF THE CITY OF AMMON, BONNEVILLE COUNTY, IDAHO,
AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF A WATER REVENUE
REFUNDING BOND, SERIES 2020, IN A PRINCIPAL AMOUNT NOT TO EXCEED
$8,888,384, FOR THE PURPOSE OF REFUNDING THE CITYS OUTSTANDING
WATERREVENUE BOND, SERIES 2012; PROVIDING FOR THE REDEMPTION
OF THEOUTSTANDING WATER REVENUE BOND, SERIES 2012; PROVIDING
FOR THECOLLECTION AND APPLICATION OF WATER REVENUES TO PAY
THE PRINCIPAL OFAND INTEREST ON THE BOND; ESTABLISHING FUNDS;
PROVIDING FOR THE FORM,EXECUTION, REGISTRATION, MATURITY, AND
PAYMENT OF THE BOND;PROVIDING COVENANTS RELATING TO THE
BOND AND THE TAX-EXEMPT STATUSOF THE INTEREST ON THE BOND;
APPROVING A LOAN AGREEMENT WITHJPMORGAN CHASE BANK, NA;
PROVIDING FOR RELATED MATTERS; APPROVING ASUMMARY OF THIS
ORDINANCE FOR PUBLICATION; AND PROVIDING ANEFFECTIVE DATE.
Councilperson moves:
with the rule requiring the reading of
the ordinance on three different days
and th
Councilperson seconds:
Roll call vote on motion.
Ordinance again read by title and read in full.
TITLE AND FULL
Councilperson moves:
No.641as an ordinance of the City of
Ammon on its third and final
Councilperson seconds:
Roll callvote.
Ammon City Council 06/30/2020Page 8 of 48
ORDINANCE NO.641
AN ORDINANCE OF THE CITY OF AMMON,BONNEVILLECOUNTY, IDAHO,
AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF A WATERREVENUE
REFUNDING BOND, SERIES 2020, IN APRINCIPAL AMOUNT NOT TO EXCEED
$8,888,384,FOR THE PURPOSE OF REFUNDING THE CITYS OUTSTANDING WATER
REVENUE BOND, SERIES 2012;PROVIDING FOR THE REDEMPTION OF THE
OUTSTANDING WATERREVENUE BOND, SERIES 2012;PROVIDING FOR THE
COLLECTION AND APPLICATION OF WATERREVENUES TO PAY THE PRINCIPAL OF
AND INTEREST ON THE BOND; ESTABLISHING FUNDS; PROVIDING FOR THE FORM,
EXECUTION, REGISTRATION, MATURITY, AND PAYMENT OF THE BOND;
PROVIDING COVENANTS RELATING TO THE BOND AND THE TAX-EXEMPT STATUS
OF THE INTEREST ON THE BOND; APPROVING A LOAN AGREEMENTWITH
JPMORGAN CHASE BANK, NA;PROVIDING FOR RELATED MATTERS; APPROVING A
SUMMARY OF THIS ORDINANCE FOR PUBLICATION; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City of Ammon,BonnevilleCounty, Idaho (the City), is a municipal
corporation duly organized and operating under and pursuant to the laws of the State of Idaho; and
WHEREAS, the City owns and operatesadomestic watersystem (the System) for the
benefit of the residents of the City; and
WHEREAS, the City heretofore, on January 5, 2012, issuedits Water Revenue Bond,
Series 2012, in the original principal amount of $14,287,000, the principal amount of which
WHEREAS, the Mayor and City Councilhavedetermined that it is in the best
interests of the City and its utility ratepayers to refund the Refunded Bondand to issue refunding
bonds for that purpose; and
WHEREAS, the City is authorized by the Constitution and laws of Idaho to issue refunding
bondsto refund its outstanding obligationswhenever the Mayor and Council determine that a
savings or other beneficial public objective can be achieved thereby, without an approving vote of
the electors of the City, and to sell such refunding bonds at private sale; and
WHEREAS, the ordinancepursuant to which the Refunded Bondwasissued reservesthe
right of the City to redeem the Refunded Bond, in full, prior to maturity, upon notice as provided
in said ordinance;and
WHEREAS, the City is authorized to sell its bonds at private sale and the City is further
authorizedto enter into a loan agreement for such purpose, and the Mayor and Council have
determined to issue the refunding obligations of the City in the form of a single, amortized water
revenue refunding bond in an aggregate principal amount not to exceed $8,888,384toJPMorgan
Chase Bank, NA.
Ammon City Council 06/30/2020Page 9 of 48
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE
CITY OF AMMON,BonnevilleCounty, Idaho, as follows:
Section 1: DEFINITIONS
As used in this Ordinance, the following words shall have the following meanings:
Actmeans, collectively, Title 50, Chapter 10, Title 57, Chapters 2, 5, and 9, and Title 67,
Chapter 87, Idaho Code.
Additional Bondsmeans any bonds or other obligations issued pursuant to Section 9 of this
Ordinance.
Annual Debt Servicemeans the amount required in a given Fiscal Year of the City for the
payment of the principal of and interest on the Bondand any Additional Bonds.
Average AnnualDebt Servicemeans the average annual amount required over the term of
the Bondand any Additional Bondsfrom the time of calculation for the payment of the principal
of and interest on the Bondand any Additional Bonds.
Bondmeans the AmmonWaterRevenue Refunding Bond, Series 2020
authorized to be issued, sold, and delivered.
Bond Counselmeans MSBT Law, Chartered, Boise, Idaho, or another attorney at law or a
firm of attorneys of nationally recognized standing in matters pertaining to the tax-exempt status
of interest on obligations issued by states and their political subdivisions, duly admitted to the
practice of law before the highest court of any state of the United States.
Bond Fundmeans the Bond Fund established by Section 8(A)of this Ordinance.
Bond Registermeans the registration books on which are maintained the names and
addresses of the owners or nominees of the owners of the Bond.
Bond Registrarmeans the bond registrar, transfer agent, and authenticating and paying
agent appointed and designated in Section 6 of this Ordinance, and any successor Bond Registrar.
Citymeans the City of Ammon,BonnevilleCounty, Idaho.
City Clerkmeans the Clerk of the City, or other officer of the City who is the custodian of
the seal of the City and of the records of the proceedings of the City, or his/her successor in
functions, if any.
Codemeans the Internal Revenue Code of 1986, as amended.
Cost of IssuanceFundmeans the fund created by Section 8(A) of this Bond Ordinance for
the payment of the costs of issuance of the Bond.
Ammon City Council 06/30/2020Page 10 of 48
Councilmeans the City Council of the City.
Estimated Net Revenuesmeans, for any current or prior Fiscal Year of the City, the
estimated Revenues of the System for such year less the estimated Operation and Maintenance
Expenses for such year, based upon estimates prepared by the City Engineer or an independent
engineer,or an independent certified public accountant. In computing Estimated Net Revenues,
Revenues of the System may be adjusted as necessary to reflect any changed schedule of rates and
charges.
Fiscal Yearmeans the annual fiscal year of the City, currently commencing on October 1
of each year and ending on September 30 of the following year.
Government Obligationsmeans (a) direct, noncallable United States Treasury Obligations,
and (b) United States Treasury Obligations -State and Local Government Series.
Interest Payment Date(s)means each November 1 and May 1, commencing November 1,
2020.
Loan Agreementmeans the loan agreement between the Purchaserand the City,
substantially in the form of the bond purchase agreement which is annexed hereto as Exhibit B,
and referred to and authorized in Section 14of the Ordinance.
Mayormeans the Mayor of the City, or his/her successor in functions, if any.
Net Revenuesmeans Revenue of the System after the deduction of Operation and
Maintenance Expenses.
Operation and Maintenance Expensesor any phrase of similar import means all reasonable
and necessary current expenses of the City (except depreciation), paid or accrued, of operating,
maintaining, and repairing the System or of levying, collecting, and otherwise administering the
Net Revenues for the payment of the Bond; and the term includes (except as limited by contract
or otherwise limited by law) without limiting the generality of the foregoing:
(1)Engineering, auditing, reporting, legal, and other overhead expenses of the
various City departments directly relating and reasonably allocable to the
administration of the System;
(2)Fidelity bonds and property and liability insurance premiums pertaining to
the System, or a reasonably allocable share of a premium of any blanket bond or
policy pertaining thereto;
(3)Payments to pension, retirement, health, and hospitalization funds and other
insurancerelated to the System;
Ammon City Council 06/30/2020Page 11 of 48
(4)Any taxes, assessments, excise taxes, or other charges which may be
lawfully imposed on the City, the System, revenues therefrom, or any privilege in
connection with their operation;
(5)The reasonable charges of the bond registrar, fiscal or paying agent,
commercial bank, trust bank, or other depository bank pertaining to the Bond
issued by the Cityor pertaining tothe Project, if any;
(6)Contractual services, professional services, salaries, other administrative
expenses, and the cost of materials, supplies, repairs, and labor, pertaining to the
Bond and to the ordinary operationof the System; and
(7)All other administrative, general, and commercial expensesof the System.
Ordinancemeans this Ordinance No.641, adopted on July 2,2020.
Projectmeans the redemption and refunding of the Refunded Bond.
Purchasermeans JPMorgan Chase Bank, NA as purchaser of the Bond.
Refunded Bondmeans the City of Ammon Water Revenue Bond, Series 2012, issued on
January 5, 2012, in the principal amount of $14,287,000 pursuant to Ordinance No. 509 of the
City, adopted on December 15, 2011.
Registered Ownermeans the purchaser of the Bond and any subsequent transferee or
purchaser of the Bond.
Regulationsmeans the Treasury Regulations issued or proposed under Section103,
Section 148, Section 149, or Section 150 of the Code (26 CFR Part2) or other sections of the Code
relating to arbitrage bondsor rebate, including without limitation Sections 1.148-0through
1.148-11 and 1.150-1 of the Treasury Regulations, to the extent applicable, and includes
amendments thereto or successor provisions.
Revenue Fundmeans the City of AmmonWaterRevenue Fundreferred to in Sections
8(A) and 8(D) of this Ordinance.
Revenue of the Systemmeans all revenues received by the City from its System, including,
without limitation, rates, charges, rents, connection fees, other fees, and any other income derived
from the operation or ownership of, the use of services of, or the availability of or services
pertaining to, or otherwise derived in connection with, the System or all or any part of any property
pertaining to the System.
Systemmeansthedomesticwatersystem of the City, as the same now exists, including its
assets, real and personal, tangible and intangible, and as it may later be added to, extended, and
improved, and shall include buildings, structures, utilities, or other income producing water
Ammon City Council 06/30/2020Page 12 of 48
facilities from the operation of or in connection with which the revenues of the payment of the
Bond to be issued hereunder will be derived, and the lands pertaining thereto.
Treasurermeans the Treasurer of the City, or his/her successor in functions, if any.
Written Certificatemeans an instrument in writing on behalf of the City executed by an
authorized officer of the City.
Section 2: FINDINGS
The Mayor and Council hereby find, determine, and declare:
A.That the CitysRefunded Bondcan be refunded at a cost saving to the benefit of
the City and its utility ratepayers; that it is desirable and necessary for the benefit of the City and
its utility ratepayersto refund the Refunded Bondfor the purpose of achieving a cost saving and
other beneficial public objectives; and that the net proceeds of the Bond, together with other
lawfully available moneys of the City, to the extent necessary, shall be used to refund the Refunded
Bond.
B.That it is the intent of the Mayor and Council to issue the Bond for the purpose of
providing funds in an amount sufficient, together with other lawfully available funds of the City,
if necessary, to refund, redeem, and retire the Refunded Bond.
Section 3: THE BOND
The Bond, designated City of AmmonWaterRevenue Refunding Bond, Series 2020(the
Bond), in an aggregate principal amount not to exceed $8,888,384,is hereby authorized to be
issued, sold, and delivered pursuant to the Act. The Bondshall consist of a single, transferrable,
amortized revenue bond, substantially in the form annexed hereto as Exhibit A,shall be issued
in fully registered form, shall be dated as of its date of delivery, and shall bear interest on its unpaid
principalbalance at such rate or rates, shall be payable at such times and in such amounts, and
shall mature, as shall be set forth in the Loan Agreement.
Section4: EXECUTION
The Bond shall be executed by the manual signature of the Mayor, countersigned by the
manual signature of the Treasurer, and attested by the manual signature of the City Clerk, and the
seal of the City shall be impressed thereon.
Section 5: PLACE AND MANNER OF PAYMENT
Both principal of and interest on the Bond shall be payable in lawful money of the United
States of America to the Registered Ownerthereof, at the address of such Registered Owneras
shown on the registration records of the City, or at such other address as shall be designated in
writing to the City by the Registered Owner.
Section 6: BOND REGISTRAR
Ammon City Council 06/30/2020Page 13 of 48
The Treasureris hereby appointed as bond registrar, transfer agent and paying agent, and
is herein referred to as the Bond Registrar.The Bond Registrar shall keep, or cause to be kept,
sufficient books for the registration and transfer of the Bond. The Bond Registrar is authorized,
on behalf of the City, to carry out all of the Bond Registrars powers and duties under this
Ordinance.
The Bond may be transferred only upon the books for the registration and transfer of bonds
(the Bond Register), upon the surrender thereof to the Bond Registrar, together with a form of
transfer duly executed by the Registered Owner or its attorney duly authorized in writing. Upon
the transfer of aBond, there shall be issued in the name of the transferee or transferees a new fully
registered bond or bonds of any authorized denomination or denominations and of the same
maturity and interest rate, and of the same aggregate principal amount, as the surrendered Bond.
The new bond or bonds shall bear the same date as the date of the surrendered bond, but shall bear
interest from the immediately preceding interest payment date to which interest has been paid or
fully provided for.
This Section is intended to provide the system of registration required by Chapter 9, Title
57, Idaho Code.
Section 7: PRE-PAYMENT; DEFEASANCE
The City does not have to option to prepay the Bond.
In the event that money and/or government obligations, maturing or having guaranteed
redemption prices at the option of the owner at such time or times and bearing interest to be earned
thereon in such amounts as are sufficient (together with any resulting cash balances) to redeem
and retire part or all of the Bond in accordance with its terms, are hereafter irrevocably set aside
in a special account and pledged to effect such redemption and retirement, then no further
payments need be made into the Bond Fund for the payment of the principal of and interest on the
Bond so provided for, and the Bond and interest accrued thereon shall then cease to be entitled to
any lien, benefit, or security of this Ordinance, except the right to receive the funds so set aside
and pledged, and the Bond and interest accrued thereon shall no longer be deemed to be
outstanding hereunder.
Section 8:FUNDS AND ACCOUNTS REDEMPTION OF REFUNDED BOND
A.Establishment of Funds and Accounts. The following funds and accounts are
created or confirmed with respect to the Bond.
1.Bond Fund, to be held by the City.
2.Cost of Issuance Fund, to be held by the City.
3.Revenue Fund, to be held by the City.
Ammon City Council 06/30/2020Page 14 of 48
B.Delivery of Bond; Application of Proceeds. The Treasureris hereby instructed to
receive payment therefor in accordance with the terms of this Ordinance and deposit the proceeds
of sale as follows:
1.A portion of the proceeds of sale of the Bond,or other funds of the City,as
shall be designated by WrittenCertificate of the City,shall be deposited in
the Cost of Issuance Fund.
2.Accrued interest on the Bond from its date to the date of delivery, if any,
shall be deposited into the Bond Fund.
3.The remaining proceeds of the sale of the Bond,together with additional
funds of the City,if any,shall be used to redeem the Refunded Bond.
C.Redemption of Refunded Bond
(1)The Refunded Bondis hereby irrevocably called for redemption on July 8,
2020. The Refunded Bondisbeing redeemed at a redemption price of par plus accrued interest to
the date of redemption.
D.Revenue Fund. There has heretofore been created a special fund known as the City
of AmmonWaterRevenue Fund(the Revenue Fund), which shall be maintained by the
Treasurer and into which the Revenue of the System shall be deposited forthwith upon its receipt.
The Revenue of the System shall be used for payment of the following obligations in the
following order of priority:
1.First Charge and Lien: the costs of Operationand Maintenance Expenses;
2.Second Charge and Lien: the principal of and interest on the Bondand any
Additional Bonds, by payment into the Bond Fund; and
3.To administer surplus funds. Funds remaining in the Revenue Fund, after
having been applied to the purposes provided in this Ordinance, shall
constitute surplus funds and may be used for the purposes set forth in
Section 8(G)of this Ordinance.
E.BondFund. There is heretofore created a special fund known as the City of
AmmonWaterRevenue Bond Fund(the Bond Fund), into which shall be deposited, from Net
Revenues,the following described revenues:
1.Each semi-annual installment of interest andprincipal payable on the Bond
shall be payable into the Bond Fund from the RevenueFund. The moneys
herein allocated shall be used solely to pay currently maturing installments
of principal of and interest on the Bond. {Should this reference Additional
Ammon City Council 06/30/2020Page 15 of 48
Bonds as well. If so, you should indicate how a shortfall between the Bond
and Additional Bonds will be allocated.}
2.Interest earnings on deposits in the Bond Fund shall remain in the Bond
Fund to be used for the purposes of the Bond Fund.
F.Cost of Issuance Fund. There is hereby established a separate fund designated as
,the City shall deposit into
the Cost of Issuance Fund such amount as shall be required to pay the reasonable and necessary
costs of issuance of the Bond. Moneys in the Cost of Issuance Fund shall be used for the payment
of costs of issuance of the Bond. Any moneys remaining in the Cost of Issuance Fund on the date
of the full and final payment of all costs of issuance of the Bond shall be transferred to the City
and deposited into the Bond Fund.
G.Surplus Funds. Funds remaining in the Revenue Fund after having been applied to
or designated funds for the purposes provided in Section 8(D)of this Ordinance shall constitute
surplus funds and may be used for any of the following purposes:
1.To pay the costs of unusual or extraordinary maintenance of orrepair to the
System;
2.To pay the principal of and interest on any subordinate lien obligations
which may have been issued to provide waterfacilities in or for the City;
3.To improve, extend, enlarge, or replace any waterfacilities;
4.To acquire or construct additional waterfacilities in or for the City;
5.To prepay the principal, interest, and any costs of the Bond; and
6.For any other lawful purpose.
Section 9: ADDITIONAL BONDS
A.Limitation Upon Issuance of Parity Obligations. Nothing contained in this
Ordinance shall be construed in such a manner as to prevent the issuance by the City of Additional
Bondspayable from the Net Revenues on a parity with, but neither prior nor superior to, the lien
of the Bondherein authorized; provided, however, that before any such Additional Bondsare
authorized or actually issued:
(1)The City is not, and has not been, in default as to any payments required by
the provisions of this Ordinance for a period of not less than twelve (12) months
immediately preceding the issuance of such Additional Bonds.
(2)The Net Revenues of the System for the past twelve (12) consecutive
months immediately preceding the year of the issuance of such Additional Bondsshall
Ammon City Council 06/30/2020Page 16 of 48
have been sufficient to pay the Operation and Maintenance Expenses of theSystem for
said past twelve (12) months, and, in addition, sufficient so that the Net Revenues for such
preceding year equal an amount representing at least 125% of the Annual Debt Serviceof
the outstanding Bondand any other outstanding Additional Bonds.
(3)The Estimated Net Revenues of the System for the twelve-month period
immediately succeeding the issuance of the Additional Bondsproposed to be issued will
be not less than 125% of the Annual Debt Servicerequirements of the Bondand any other
outstanding Additional Bonds, plus the Average Annual Debt Servicerequirements of the
Additional Bondsproposed to be issued.
(4)A written certification by the Treasurer that the 125% Net Revenue
requirement of subsection (2) above, andthe 125%Estimated Net Revenues requirement
of subsection (3) above hasbeen satisfied shall be obtained and filed with the City, which
certification shall be conclusively presumed to be accurate in determining the right of the
City to authorize, issue, sell, and deliver said Additional Bondson a parity with the Bond
authorized herein.
(5)The foregoing limitations, or any of them, may be waived or modified by
the written consent of the Registered Owner of not less than 75% of the principal amount
of the Bond then outstanding.
B.Subordinate Lien Bond.No provision of this Ordinance shall be deemed to limit
or restrict the power of the City to issue bonds, notes or warrants, or to make pledges of the
revenues which shall be subordinate as to the lien of the Bondand which shall provide for
compliance with the current provisions hereof prior to the application of any funds to said
subordinate purpose.
C.Refunding. The restrictions with respect tothe issuance of parity obligations shall
not apply if such additional parity bondsproposed to be issued are for the sole purpose of refunding
outstanding waterrevenue bondsand the Annual Debt Service requirements for such refunding
additional parity bonds are less than or equal to the Annual Debt Service requirements for the
water revenue bonds being refunded for each Fiscal Year such bonds are outstanding.
Section 10: PLEDGE OF REVENUES
The Net Revenues of the System are hereby pledged for the payment of the Bond and shall
be used and applied in the order of priority provided in Section 8(D)of this Ordinance.
The City shall establish, revise, maintain, and collect charges sufficient, with other
revenues received, after taking into consideration anticipated delinquencies, to provide Net
Revenues equal to not less than 1.25times the Average Annual Debt Service on the Bondand any
Additional Bonds.
Section 11: INVESTMENTS
Ammon City Council 06/30/2020Page 17 of 48
Surplus funds in any of the funds set forth in this Ordinance may be invested in securities
as permitted by law.
Section 12: GENERAL COVENANTS
For the protection and security of the Bond, it is covenanted and agreed to and with the
Registered Ownerof the Bond from time to time, that the City will perform the following
covenants:
A.Operate System.It will operate the System in an efficient and economical manner
and prescribe, revise, and collect such charges in connection therewith so that the services,
facilities, and properties of the System may be furnished at the lowest possible cost consistent with
sound economy and prudent management.
B.Good Repair.It will operate, maintain, preserve, and keep the System and every
part hereof in good repair, working order, and condition.
C.Preserve Security.It will preserve and protect the security of the Bond and the
rights of the Registered Ownerthereof.
D.Collect Revenues.It will collect and hold in trust the revenues andother funds
pledged to the payment of the Bond and apply such revenue or other funds only as provided in this
Ordinance.
E.Service Bond.It will pay and cause to be paid punctually the principal of the Bond
and the interest thereon on the date or dates and at the place or places and in the manner provided
in the Bond, and in accordance with this Ordinance.
F.Pay Claims.It will pay and discharge any and all lawful claims for labor, materials,
and supplies which, if unpaid, might by law become a lien or charge upon the Revenue of the
System, or any part of said Revenue of the System, or any funds in the hands of the Treasurer,
prior or superior to the lien of the Bond or which might impair the security of the Bond, to the end
that the priority and security of the Bond shall be fully preserved and protected.
G.Encumbrances.It will not mortgage or otherwise encumber, sell, lease, or dispose
of the System or any part thereof, nor enter into any lease or agreement which would impair or
impede the operation of the System or any part thereof necessary to secure adequate revenues for
the payment of the principal of and interest on the Bond, nor which would otherwise impair or
impede the rights of the Registered Ownerof the Bond with respect to such revenues of the
operation of the System without provisions for the retirement of the Bond then outstanding from
the proceeds thereof.
H.Insurance.It will procure and keep in force insurance upon all buildings and
structures of the System and the machinery and equipment therein, which are usually insured by
entities operating like property, in good and responsible insurance companies.The amount of the
insurance shall be such as may be required to adequately protect it and the Registered Ownerof
Ammon City Council 06/30/2020Page 18 of 48
the Bond from loss due to any casualty, and in the event of any such loss, the proceeds shall be
used to repair or restore the System or for the payment of the Bond issued under this Ordinance.
I.Engineers.It will employ consulting engineers of acknowledged reputation, skill,
and experience in the improvement and operation of the System for any unusual or extraordinary
items of maintenance, repair, or betterments as shall be required from time to time, all reports,
estimates, and recommendations of such consulting engineers to be filed with the Clerk and
furnished to the Registered Ownerof the Bond issued hereunder, upon request.
J.Accounts.It will keep proper and separate accounts and records in which complete
and separate entries shall be made of all transactions relating to the System, and it will furnish
complete operating and income statements upon request.
K.Delinquencies.It will not furnish Systemservice to any customer whatsoever free
of charge, and it shall not later than sixty (60) days after an account becomes delinquent, take such
legal action as may be reasonable to enforce collection of any collectible delinquent account.
L.Disclosure. The City will provide the Registered Ownerwith its annual audit,
within 270 days of the Fiscal
Year end and its annual budget within 30 days of adoption. The City will provide other financial
information as reasonably requested by the Registered Owner.
Section 13: SPECIAL COVENANTS
The City further covenants and agrees:
A.In accordance with Section 149(a) of the Internal Revenue Code of 1986, as
amended (the Code), the Bond, and any serial bonds to which itmay be converted, shall be
issued and remain in fully registered form in order that interest thereon be excluded from gross
income of the owner or owners for federal income tax purposes. The City covenants and agrees
that it will take no action to permit the Bond, or any serial bonds to whichitmay be converted, to
be issued in or converted to bearer or coupon form.
B.None of the proceeds of the Bondwill be used, directly or indirectly, (i) to make or
finance loans to persons or (ii) in any trade or business carried on by any person (other than as a
member of the general public). For purposes of the preceding sentence, the term persondoes
not include a government unit other than the United States or any agency or instrumentality thereof,
and the term trade or businessmeans any activity carried on by a person other than a natural
person.The City further covenants and agrees to take no action which would cause the Bondto
become aprivate activity bond,nor will it omit to take any action necessary to prevent the Bond
from becoming aprivate activity bond,within the meaning of Section 141 of the Code.
C.The Mayor, Clerk, and Treasurer, and other appropriate officials of the City, or any
one or more of such officials, as may be appropriate, are each hereby authorized and directed to
execute, on behalf of the City, such certificate or certificates as shall be necessary to establish that
the Bondisnot anarbitrage bondwithin the meaning of Section 148 of the Code and the
Ammon City Council 06/30/2020Page 19 of 48
Regulations promulgated thereunder, and to establish that interest on the Bondisnot and will not
become includable in the gross income of the Registered Ownerof the Bondunder the Code and
applicable regulations. The City covenants and agrees that no use will be made of the proceeds of
the Bond, or any funds of the City which may, pursuant to Section 148 of the Code and applicable
regulations, be deemed to be proceeds of the Bond, which would cause the Bondto become an
arbitrage bondwithin the meaning of Section 148 of the Code. The City further covenants to
comply throughout the term of the Bondwith the requirements of Section 148 of the Code and the
regulations promulgated thereunder in order to prevent the Bondfrom becoming an arbitrage
bond.
D.The Bondis hereby designated as a qualified tax-exempt obligationwithin the
meaning and for the purpose of Section 265(b)(3) of the Internal Revenue Code of 1986 (the
Code), and the City, including all aggregated issuers as described in Section 265(b)(3)(E), does
not reasonably anticipate that it will issue more than$10,000,000, including the Bond, as qualified
tax-exempt obligations during the calendar year 2020.
Section 14: LOAN AGREEMENT
The Loan Agreement, as may be amended and similar to the formof the bond purchase
agreementannexed hereto as Exhibit B,is hereby approved. The Mayor and City Clerk, or such
officers designee, are each hereby authorized and directed, on behalf of the City, to execute and
attest, respectively, and to deliver the Loan Agreementas such Agreement may be revised. The
sale of the Bondto the Purchaser is hereby approved. The City shall comply with all terms and
provisions of the Loan Agreement, and, in the event that any provision of this Ordinance or the
Bondisinconsistent with the provisions of the Loan Agreement, the provisions of the Loan
Agreement shall control.
Section 15: AMENDMENTS
A.The City from time to time and at any time may adopt an ordinance or ordinances
supplemental hereto, which ordinance or ordinances thereafter shall become a part of this
Ordinance, for any one or more of all of the following purposes:
1.To add to the covenants and agreements of the City in this Ordinance, other
covenants and agreements thereafter to be observed, which shall not
adversely affect the interest of the Registered Ownerof the Bond, or to
surrender any right or power herein reserved.
2.To make such provisions for the purpose of curing any ambiguities or of
curing, correcting, or supplementing any defective provisions contained in
this Ordinance, or any ordinance authorizing Additional Bondsin regard to
matters or questions arising undersuch ordinances as the Council may deem
necessary or desirable and not inconsistent with such ordinances and which
shall not adversely affect, in any material respect, the interest of the
Registered Ownerof the Bond.
Ammon City Council 06/30/2020Page 20 of 48
Any such supplemental ordinance may be adopted without the consent of the Registered
Ownerof the Bondat any time outstanding, notwithstanding any of the provisions of subsection
B of this Section.
B.With the consent of the Registered Ownerof notless than 75% in aggregate
principal amount of the Bondat the time outstanding, the Council may adopt an ordinance or
ordinances supplemental hereto for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Ordinance or of any supplemental ordinance;
provided, however, that no such supplemental ordinance shall:
1.Extend the fixed maturities of the Bond, or reduce the rate of interest
thereon, or extend the time of payments of interest from theirdue date, or
reduce the amount of the principal thereof, or reduce any premium payable
on the redemption thereof, if applicable, without the consent of the
Registered Ownerof the Bondso affected; or
2.Reduce the aforesaid percentage of the Registered Ownerrequired to
approve any such supplemental ordinance.
It shall not be necessary for the consent of the Registered Ownerunder this subsection B
to approve the particular form of any proposed supplemental ordinance, but it shall be sufficient if
such consent shall approve the substance thereof.
C.Upon the adoption of any supplemental ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordancetherewith, and
the respective rights, duties, and obligations of the City under this Ordinance and the Registered
Ownerof the Bondoutstanding hereunder shall thereafter be determined, exercised, and enforced
thereunder, subject in all respects to such modification and amendments, and all terms and
conditions of any such supplemental ordinance shall be deemed to be part of the terms and
conditions of this Ordinance for any and all purposes.
D.Any bond executed anddelivered after the execution of any supplemental ordinance
adopted pursuant to the provisions of this Section may have a notation as to any matter provided
for in such supplemental ordinance, and if such supplemental ordinance shall so provide, new
bondsso modified as to conform, in the opinion of the Council, to any modification of this
Ordinance contained in any such supplemental ordinance, may be prepared and delivered without
cost to the Registered Owner of the Bond then outstanding, upon surrender for cancellation of the
Bond.
Section 16: VALIDITY OF ISSUANCE
The Bondis issued pursuant to the Idaho Revenue Bond Act, being Idaho Code Sections
50-1027 through 50-1042. This recital is conclusive evidence of the validity of the Bondand the
regularity ofitsissuance.
Section 17: REGISTERED OWNERS REMEDIES -RECEIVER
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By action or suit in equity, the Registered Owneror subsequent owners of the Bond may,
in the event of a material violation of any of the foregoing covenants, cause the appointment of a
receiver, which receiver may enter and take possession of the System and any Net Revenues for
the payment of the Bond, prescribe fees to be derived from the System, and collect, receive, and
apply all Net Revenues of other moneys pledged for the payment of the Bond in the same manner
as the City might do in accordance with the obligations of the City.In addition, the Registered
Ownershall have the remedies set forth in the Loan Agreement.
Section 18: ORDINANCE A CONTRACT
The provisions of this Ordinance shall constitute a contract between the City and the
Registered Ownerso long as the Bond hereby authorized remainsunpaid.
Section19: SEVERABILITY
If any one or more of the covenants or agreements provided in this Ordinance to be
performed on the part of the City shall be declared by any court of competent jurisdiction to be
contrary to law, then such covenant or covenants, agreement or agreements, shall be null and void
and shall be deemed separable from the remaining covenants and agreements in this Ordinance
and shall in no way affect the validity of the other provisions of this Ordinance or of the Bond.
Section 20: REPEALER
All other ordinances or parts thereof, to the extent inconsistent herewith, are hereby
repealed and shall, to the extent of such inconsistency, have no further force or effect.
Section 21: AUTHORIZATION
The Mayor, City Clerk, and City Treasurer, or any one of such officers, as may be
appropriate to the circumstances, are hereby authorized to execute, on behalf of the City, the Bond,
the Bond Purchase Agreement, and all such additional documents as may be necessary to effect
the sale and delivery of the Bond.
Section 22: PUBLICATION
This Ordinance, or a summary thereof in compliance with Section 50-901A, Idaho Code,
shall be published once in the official newspaper of the City, and shall take effect immediately
upon passage, approval, and publication.
nd
DATED this2day ofJuly,2020.
CITY OF AMMON
BonnevilleCounty, Idaho
Ammon City Council 06/30/2020Page 22 of 48
By________________________________
Mayor
ATTEST:
____________________________
City Clerk
( S E A L )
Ammon City Council 06/30/2020Page 23 of 48
UNITED STATES OF AMERICA
RegisteredRegistered
No. One$8,888,384
STATE OF IDAHO
COUNTYOF BONNEVILLE
CITY OFAMMON
WATERREVENUEREFUNDING BOND, SERIES 2020
THE CITY OFAMMON,BonnevilleCounty, Idaho (the City), for value received,
promises to pay from the special fund hereinafter described and in the manner hereinafter set forth,
and not otherwise, toJPMorgan Chase Bank, NA(the Bank), as the registered owner hereof, the
principal sum of
EIGHT MILLION EIGHT HUNDRED EIGHTY-EIGHT THOUSAND THREE HUNDRED
EIGHTY-FOURDOLLARS AND 00/100 DOLLARS
($8,888,384.00),together with interest on the unpaid balance.Said principal and interest shall be
payable in accordance with the following schedule:
DATEPRINCIPALCOUPONINTERESTTOTAL P&I
11/01/2020$397,9931.210%$33,758.58$431,751.58
05/01/2021$380,3851.210%$51,366.87$431,751.87
11/01/2021$382,6861.210%$49,065.54$431,751.54
05/01/2022$385,0011.210%$46,750.29$431,751.29
11/01/2022$387,3311.210%$44,421.03$431,752.03
05/01/2023$389,6741.210%$42,077.68$431,751.68
11/01/2023$392,0321.210%$39,720.15$431,752.15
05/01/2024$394,4031.210%$37,348.36$431,751.36
11/01/2024$396,7891.210%$34,962.22$431,751.22
05/01/2025$399,1901.210%$32,561.64$431,751.64
11/01/2025$401,6051.210%$30,146.55$431,751.55
05/01/2026$404,0351.210%$27,716.83$431,751.83
11/01/2026$406,4791.210%$25,272.42$431,751.42
05/01/2027$408,9381.210%$22,813.23$431,751.23
11/01/2027$411,4131.210%$20,339.15$431,752.15
05/01/2028$413,9021.210%$17,850.10$431,752.10
11/01/2028$416,4061.210%$15,345.99$431,751.99
05/01/2029$418,9251.210%$12,826.74$431,751.74
11/01/2029$421,4591.210%$10,292.24$431,751.24
05/01/2030$424,0091.210%$7,742.41$431,751.41
11/01/2030$426,5741.210%$5,177.16$431,751.16
05/01/2031$429,1551.210%$2,596.39$431,751.39
TOTAL$8,888,384-$610,151.57$9,498,535.57
Ammon City Council 06/30/2020Page 24 of 48
Both principal of and interest on this Bond are payable in lawful money of the United States
of America to the registered owner hereof whose name and address shall appear on the registration
books of the City maintained by the City Treasurer(the Bond Registrar).
This Bond is not subject to redemption prior to maturity.
This Bond is issued for the purpose ofpaying the costs of currentlyrefunding the Citys
outstanding Refunded Bond, pursuant to Idaho Code, Title 50, Chapter 10 and Title57, Chapters
2, 5,and 9, and also pursuant toOrdinance 641of the City,adopted on July 2,2020(the Bond
Ordinance). This Bond further evidences the Citys payment obligations under the Bond
PurchaseAgreement, dated July 3,
initially capitalized terms used, but not otherwise defined herein, shall have the meanings assigned
such terms in the Bond Ordinance or the Agreement, as applicable.
This Bond is issued pursuant to and in full compliance with the Constitution and statutes
of the State of Idaho, particularly Chapter 10 of Title 50, and Chapters 2, 5, and 9 of Title 57, Idaho
Code, and proceedings duly adopted and authorized by the Mayor and Council of the City acting
for and on behalf of the City, more particularly the Bond Ordinance, for the purpose of providing
funds to refund and redeem certain outstanding obligationsof the City.
This Bond creates a first lien and charge upon the Net Revenues of the System on parity of
lien withany Additional Bonds which may hereafter be issued on a parity with the Bond in
accordance with the provisions of the Bond Ordinanceand the Agreement, and superior to all other
charges of any kind or nature. This Bond is a limited obligation of the City and is payable as to
principal and interest solely from a special fund created by the Bond Ordinance and designated
City of AmmonWaterRevenue Bond Fund(the Bond Fund). For a more particular
description of said Bond Fund, the revenues to be deposited therein, and the nature and extent of
the security afforded thereby, reference is made to the provisions of the Bond Ordinance pursuant
to which this Bond is issued, and such Bond Fund will be maintained.
This Bond is transferable by the registered owner hereof in person, or by his attorney duly
authorized in writing, upon presentation and surrender of this Bond at the office of the Bond
Registrar.Upon such transfer, a new Bond, of the same denomination, maturity, and interest rate,
will be issued to the transferee, in exchange therefor.
Reference is hereby made to the Bond Ordinanceand the Agreementfor the covenants and
declarations of the City and other terms and conditions under which this Bond has been
issued.The covenants contained herein and in the Bond Ordinance may be discharged by making
provision, at any time, for the payment of the principal of and interest on this Bond in the manner
provided in the Bond Ordinance.
The City and the Bond Registrar may deem andtreat the registered owner hereof as the
absolute owner hereof for the purpose of receiving payments of principal hereof and interest due
hereon and for all other purposes, and neither the City nor the Bond Registrar shall be affected by
any notice to thecontrary.
Ammon City Council 06/30/2020Page 25 of 48
IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions, and things
required by the Constitution and statutes of the State of Idaho to exist, to have happened, been
done, and performed precedent to and in the issuance of this Bond have happened, been done, and
performed, and that the issuance of this Bond do not violate any Constitutional, statutory, or other
limitation upon the amount of bonded indebtedness that the City may incur.
IN WITNESS WHEREOF, the City ofAmmon,BonnevilleCounty, Idaho, has caused this
Bond to be executed by the manual signature of the Mayor, countersigned by the manual signature
of its Treasurer, and attested by the manual signature of its Clerk, and the seal of the City to be
th
impressed hereon, as of this8day ofJuly,2020.
CITYOFAMMON
BonnevilleCounty, Idaho
___________________________________
Mayor
___________________________________
City Treasurer
ATTEST:
______________________________
City Clerk
( S E A L )
Ammon City Council 06/30/2020Page 26 of 48
BOND PURCHASE AGREEMENT
BETWEEN
CITY OF AMMON,
BONNEVILLECOUNTY, IDAHO
AND
JPMORGAN CHASE BANK, NA
$8,888,384PAR AMOUNT
CITY OF AMMON
BONNEVILLECOUNTY,STATE OF IDAHO
WATERREVENUEREFUNDING BOND
SERIES 2020
DATED JULY 3,2020
Ammon City Council 06/30/2020Page 27 of 48
BOND PURCHASE AGREEMENT
July 3,2020
City of Ammon
Mayor and City Council
2135 South Ammon Road
Ammon, ID 83401
Dear Mayor and City Council:
The undersigned, JPMorgan Chase Bank, NA
the City of Ammon,BonnevilleCounty, Idaho, an Idaho municipal corporation
This Agreement authorizes the purchase by the
Purchaser of your Bonddescribed below. This Agreement is made subject to acceptance by the
Issuer. Upon such acceptance,this Agreement shall be in full force and effect according to its
terms and shall bind the Issuer and the Purchaser. If not so accepted, this Agreement will be
subject to withdrawal by the Purchaser upon notice delivered by the Purchaser to the Issuer any
time before the acceptance hereof by the Issuer.
1.Purchase and Sale.Subject to (i) the satisfaction by the Issuer of the terms and
conditions set forth herein, (ii) the conditions precedent set forth herein and in reliance
upon the representations herein set forth or incorporated herein, the Purchaser hereby
agrees to purchase, upon the terms and conditions set forth herein, in Exhibit Aattached
hereto,and in the Addendum to Request for Proposal and Bid Form, a copy of which is
attached hereto as Exhibit B, the City of AmmonWaterRevenueRefunding Bond, Series
2020in the aggregate original principal sum of $8,888,384shall
be as described in Exhibit A attached hereto, and shall be issued and secured pursuant to
Ordinance641of the Issuer adopted on July 2,2020Ordinancee
issuance of such Bond. This Agreement shall constitute the Loan Agreementauthorized
by, and as defined in, the Ordinance.
2. Representations.
A.The Issuer represents to and agrees with the Purchaser as follows, provided,
however, that the representations contained in the subparagraphs (3) and (4) below
are based upon the opinion of Bond Counsel rendered in accordance with Section
4.D.1. hereof:
1.The Issuer is a municipal corporation and political subdivision
organized and existing under the Constitution and laws of the State of Idaho,
and the Issuer has full legal right, power, and authority pursuant to the
Constitution and laws of the State of Idaho, to sell and deliver its Bond for
the purpose of refinancing a certain portion of its WaterRevenueBond,
Series 2012Refunded Bond.
Ammon City Council 06/30/2020Page 28 of 48
2.To the knowledge of the Issuer, the execution and delivery of this
Agreement does not, and the execution and delivery of the Bond and the
adoption of the Ordinanceand compliance with the provisions of each of
them, under the circumstances contemplated hereby and thereby, will not,
in any material respect, conflict with or constitute on the part of the Issuer
a breach of or default under any other agreement or instrument to which the
Issuer is a party or any existing law, administrative regulation, court order
or consent decree to which the Issuer is subject.
3. Based upon the opinion of Bond Counsel, the Bond whenduly issued,
authenticated, delivered and paid for in accordance with the Ordinanceand
purchased by the Purchaser as provided herein, will be the validly issued
and outstanding water revenue bondof the Issuer.
4.Based upon the opinion of Bond Counsel, the Ordinance, and this
Agreement, when each of them has been adopted, executed and delivered
by the Issuer, will, assuming due authorization, execution and delivery by
all other parties thereto, each constitute a valid and binding obligation of the
Issuer, provided, however, that the enforceability of such obligations may
be subject to bankruptcy, insolvency, reorganization, moratorium or other
extent constitutionally applicable, and that their enforcement may also be
subject to the exercise of judicial discretion in appropriate cases and to
general principles of equity.
5.To the knowledge of the Issuer no litigation is pending or, threatened
against or affecting the Issuer and to which the Issuer is a party (i) seeking
to restrain or enjoin the issuance or delivery of any of the Bond or the
application of proceeds of the Bond as provided in the Ordinanceor the
collection of Revenues (as defined in the Ordinance)of the Issuer pledged
under the Ordinance, (ii) in any way contesting or affecting any authority
for the issuance of the Bond, the refunding of the Refunded Bond,or the
validity of the Bond,the Ordinanceor this Agreement, or (iii) in any way
contesting the existence or powers ofthe Issuer.
3.Closing.On July 8,2020, or such later date as we mutually agree upon (the
be delivered, at the offices of the Purchaser or other such place as may be mutually agreed
upon, the Bond, duly executed and authenticated. In addition, the other documents
hereinafter mentioned will be delivered at the offices of Bond Counsel and the Purchaser
will accept such delivery and pay the purchase price thereof in federal funds to the account
of the Issuer.
4.Conditions Precedent.The Purchaser has entered into this Agreement in
reliance upon (i) the representations, warranties and agreements of the Issuer contained
herein and in the Ordinanceand (ii) the performance by the Issuer of their obligations
Ammon City Council 06/30/2020Page 29 of 48
hereunder, if any, and under the above mentioned documents, both as of the date hereof
shall be subject to the followingfurther conditions:
A.The representations and warranties of the Issuer contained herein shall be
true, complete and correct on the date of acceptance hereof and as of the date of
Closing with the same effect as if made on the date of Closing.
B.At the time of the Closing, the Ordinanceshall be in full force and effect,
shall be in form and substance acceptable to the Purchaser in all respects, and shall
not have been amended, modified or supplemented except as may have been agreed
to in writing; and shall have duly adopted and there shall be in full force and effect,
such ordinances and agreements, as, in the opinion of Bond Counsel shall be
necessary in connection with the transactions contemplated hereby or the
documentation of security for the Bond.
C.The Purchaser may terminate this Agreement by notification in writing to
the Issuer if at any time subsequent to the date hereof and at or prior to the Closing:
(i) legislation shall be enacted by, or favorably reported out of committee to, either
Houseof the Congress of the United States, or a decision by a court of the United
States shall be entered or a regulation or ruling shall be issued or proposed by or on
behalf of the Treasury Department, the Internal Revenue Service of the United
States, or any other agency of the federal government having jurisdiction, with
respect to federal taxation upon interest received on obligations of the character of
the Bond or the sale, at the contemplated offering prices, by the Purchaser of the
Bond; or (ii) a stoporder, ruling, regulation, proposed regulation or statement by
or on behalf of the Securities and Exchange Commission shall be issued or made
to the effect that the issuance, offering, sale or distribution of obligations of the
character of the Bondsis in violation or any provision of the Securities Act or the
Trust Act of 1939; or (iii) the Congress of the United States shall enact a law, or a
bill shall be favorably reported out of committee of either House of the Congress
of the United States, or a decision by a court of the United States shall be rendered,
or a ruling, regulation, proposed regulation or statement by or on behalf of the
Securities and Exchange Commission or any other agency of the Federal
government having jurisdiction of the subject matter shall be made, to the effect
that securities of the Issuer or of any similar public body are not exempt from the
registration, qualification or other requirements of the Securities Act or the Trust
Act of 1939; or (iv) the United States shall have become engaged in hostilities
which have resulted in a declaration of war or a national emergency; or (v) there
shall have occurred a general suspension of trading on the New York Stock
Exchange; or (vi) a general banking moratorium shall have been declaredby the
United States, State of New York or State of Idaho authorities; or (vii) an event
shall occur which in the reasonable judgment of the Purchaser materially adversely
affects the market for the Bond,or the sale, at the contemplated offering prices, by
the Purchaser of the Bond; or (viii) any documentation in connection with the
issuance of the Bondshall not be satisfactory in form and substance to the Purchaser
Ammon City Council 06/30/2020Page 30 of 48
or its counsel; or (ix) economic, market or other conditions shall occur or exist
which, in the judgment of the Purchaser, render, the Bondincapable of being sold
on terms acceptable to the Purchaser; or (x) the results of any due diligence efforts
by the Purchaser with respect to the proposed issuance of the Bond shall not, in the
sole discretion of the Purchaser, be satisfactory to the Purchaser; or (xi) any suit,
proceeding, litigation or other action shall be commenced, or, if commenced prior
to the date hereof, shall be continuing or have been adjudicated, which, in any
event, in the reasonable judgment of the Purchaser, may affect the marketing, sale
or delivery of the Bond; or (xii) the Purchaser and the Issuer shall not have reached
agreement as to the terms of any of the agreements referred to in this Agreement.
D.At or prior to the Closing, the Purchaser shall have received the following
documents (in each case with such changes as the Purchaser shall approve):
1.The unqualified approving opinion of MSBT Law, Chartered, Bond
Counsel, dated the date of the Closing, in form acceptable in all respects to
the Purchaser. All fees of the Bond Counsel shall be the responsibility of
the Issuer upon Closing.
2.A certificate of the Issuer, signed by the Mayor, Treasurer,and City
Clerkof the Issuer, dated the date of the Closing, to the effect that (a) the
representations, warranties and agreements of the Issuer contained herein
and in the Ordinanceare true and correct in all material respects as of the
date of the Closing; (b) to the knowledge of the Issuer without independent
investigation, no litigation is pending or threatened (1) seeking to restrain
or enjoin the issuance or delivery of any of the Bond,the refunding of the
Refunded Bondor the collection of Revenues or other security pledged
under the Ordinance, or (2) in any way contesting or affecting any authority
for the issuance of the Bond or the validity of the Bond, the Ordinanceor
this Agreement, or (3) in any way contesting the existence or powers of the
Issuer; and with respect to the Bond,the Ordinanceor this Agreement.
If the Issuer shall be unable for any reason to satisfy the conditions of the
be terminated for any reason permitted by this Agreement, this Agreement shall terminate
and neither the Purchaser nor the Issuer shall have any further obligations or liability
hereunder, except that any respective obligations of the Purchaser or the Issuer for payment
of Bond Counsel costs and expenses incurred prior to termination of the Agreement, shall
continue in full force and effect.
5.Reporting Requirements.The Issuer will be required to provide the Purchaser
audited annual financial statements, free of significant deficiencies or material weakness,
and prepared by an independent Certified Public Accountant, within 270 days of the close
of its fiscal year. Additionally, with the audited annual financial statement, the Issuerwill
provide the Purchaser with a
coverage.The Issuer will also provide other financial information as reasonably requested
Ammon City Council 06/30/2020Page 31 of 48
by the Purchaser.
6.WaterRate Covenant.The Issuershall establish, revise, maintain, and
collect charges sufficient, with other revenues received, after taking into consideration
anticipated delinquencies, to provide Net Revenues(as defined in the Ordinance)equal to
not less than 1.25times the average annual debt service on the Bondand all parity debt.If
Issuershall fail to comply and is unable to bring itself into compliance within 60 days
thereafter, it shall immediately notify the Purchaser.
7.Additional Bonds Test.Additional bonds or other additional obligations payable
from the Net Revenues on a parity with, but neither prior nor superior to, the lien of the
Bond may be issuedin accordance with Section IX of the Ordinance.
8.Legal Existence.The Issuerwill use all means legally available to maintain its
existence.
9.Revenue Pledge.The Net Revenuesare pledged for the payment of the Bond and
shall be used and applied in the order of priority provided in Section 8(D) of theOrdinance.
10.Payment of Taxes and Other Charges and Compliance with Governmental
Regulations.The Issuerwill pay and discharge all taxes, service charges, assessments and
other governmental charges which may hereafter be lawfully imposed upon the System or
any properties owned by the Issuer, or upon the Revenues, when the same shall become
due; provided,that nothing herein contained shall require the Issuerto make any such
payments so long as the Issuerin good faith shall contest the validity of any such taxes,
service charges, assessments or other governmental charges and such nonpayment will not
materially adversely affect the Issuerits obligations hereunder.
The Issuerwill duly comply with all applicable State, federal and local statutes and all valid
regulations and requirements of any governmental authority relative to the operation of the
System or any part thereof, but the Issuershall not be required to comply with any
regulations or requirements so long as the validity or application thereof shall be contested
in good faith and such noncompliance will not materially adversely affect the Issuer
ability to perform its obligations hereunder.
11.Events of Default.Any one of the following which occurs and continues shall
constitute an event of default pursuant to this Agreement:
(a)failure by the Issuerto pay any principal or interest payment on its
respective due date; or
(b)failure of the Issuerto observe and perform any covenant, condition or
agreement on its part required to be observed or performed by this Agreement, other than
making the payments referred to in (a) above, which continues for a period of 60 days after
written notice, which notice shall specify such failure and request that it be remedied, given
to the Issuerby the Purchaser, unless the Purchasershall agree in writing to an extension
of such time; provided, however, that if the failure stated in the notice cannot be corrected
Ammon City Council 06/30/2020Page 32 of 48
within such period, the Purchaserwill not unreasonably withhold their consent to an
extension of such time if corrective action is instituted within such period and diligently
pursued until the default is corrected.
The provisions of subsection(b) of this Section are subject to the limitation that the Issuer
shall not be deemed in default if and so long as the Issueris unable to carry out its
agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts
of public enemies; orders of any kind of the government of the United States or of the State
of Idaho or any of their departments, agencies, or officials, or any civil or military authority;
insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms;
floods; washouts; droughts; arrests; restraint of government and people; civil disturbances;
explosions; breakage or accident to machinery, transmission pipes or canals; partial or
entire failure of utilities; or any other cause or event not reasonably within the control of
the Issuer; it being agreed that the settlement of strikes, lockouts and other industrial
disturbances shall be entirely within the discretion of the Issuer, and the Issuershall not be
required to make settlement of strikes, lockouts and other industrial disturbances by
acceding to the demands of the opposing party or parties when such course is, in the
judgment of the Issuer, unfavorable to the Issuer. This limitation shall not apply to any
default under subsection (a) of this Section.
12.Remedies on Default.Whenever any Event of Default shall have occurred and
shall continue, the following remedies may be pursued:
(a)The Purchasershall have access to and the right to inspect, examine and make
copies of the books and records and any and all accounts and data of the Issuer.
(b)The Purchasermay take whatever action at law or in equity as may be necessary or
desirable to collect the payments and other amounts then due and thereafter to become due
or to enforce performance and observance of any obligation, agreement or covenant of the
Issuerunder this Agreement.
In case the Purchasershall have proceeded to enforce its rights under this Agreementand
such proceedings shall have been discontinued or abandoned for any reason or shall have
been determined adversely to the Purchaser, then, and in every such case, the Issuerand
the Purchasershall be restored respectively to their positions and rights hereunder, and all
rights, remedies and powers of the Issuerandthe Purchasershall continue as though no
such action had been taken (provided, however, that any settlement of such proceedings
duly entered into by the Purchaseror the Issuershall not be disturbed by reason of this
provision).
In case the Issuershall fail forthwith to pay amounts due by reason of this Sectionupon
demand of the Purchaser, the Purchasershall be entitled andempowered to institute any
action or proceeding at law or in equity for the collection of the sums so due and unpaid,
and may prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against theIssuerand collect in the manner
provided by law the moneys adjudged or decreed to be payable.
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In case proceedings shall be pending for the bankruptcy or for the reorganization of the
Issuerunder the federal bankruptcy laws or any other applicable law, or in case a receiver
or trusteeshall have been appointed for the property of the Issueror in the case of any other
similar judicial proceedings relative to the Issuer, or the creditors or property of the Issuer,
then the Purchasershall be entitled and empowered, by intervention in such proceedings
or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid
pursuant to this Agreementand, in case of any judicial proceedings, to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the
claims of the Purchaserallowed in such judicial proceedings relative to the Issuer, its
creditors or its property, and to collect and receive any moneys or other property payable
or deliverable on any such claims, and to distribute such amounts after the deduction of its
charges and expenses. Any receiver, assignee or trusteein bankruptcy or reorganization is
hereby authorized to make such payments to the Purchaser, and to pay to the Purchaserany
amount due it for compensation and expenses, including expenses and fees of counsel
incurred by it up to the date of such distribution.
13..In the event the Issuershould
default under any of the provisions of this Agreementand the Purchasershould employ
attorneys or incur other expenses for the collection of the payments due under this
Agreementor the enforcement of performance or observance of any obligation or
agreement on the part of the Issuerherein contained, the Issueragrees to pay to the
Purchaserthe reasonable fees of such attorneys and such other expenses so incurred by the
Purchaser.
14.No Remedy Exclusive.No remedy herein conferred upon or reserved to the
Purchaseris intended to be exclusive of any other available remedy or remedies, but each
and every such remedy shall be cumulative and shall be in addition to every other remedy
given under this Agreementor now or hereafter existing at law or in equity or by statute.
No delay or omission to exercise any right or power accruing upon any default shall impair
any such right or power or shall be construed to be a waiver thereof, but any such right and
power may be exercised from time to time and as often as may be deemed expedient. In
order to entitle the Purchaserto exercise any remedy reserved to it in this Agreement, it
shall not be necessary to give any notice, other than such notice as may be herein expressly
required.
15.No Additional Waiver Implied by One Waiver.In the event any agreement or
covenant contained in this Agreementshould be breached by the Issuerand thereafter
waived by the Purchaser, such waiver shall be limited to the particular breach so waived
and shall not be deemed to waive any other breach hereunder.
16.Notices.Any notice or other communication to be given to the Issuer under
this Agreement may be given by delivering the same in writing to the addresses set forth
above and any such notice or other communication to be given to the Purchaser may be
given by delivering the same in writing to the Purchaser c/o Steven L. Gleason, Vice-
President, JPMorgan Chase Bank, NA, 2910 Washington Blvd., Ogden, UT 84401-3751.
Ammon City Council 06/30/2020Page 34 of 48
17.Benefit.This Agreement is made solely for the benefit of the Issuer and the
Purchaser (including their successors or assigns), and no other person, partnership,
association or corporation shall acquire or have any right hereunder or by virtue hereof.
18.Approval.The approval of the Purchaser when required hereunder or the
determination of its satisfaction as to any document referred to herein shall be in writing
signed by the undersigned and delivered to the Issuer.
19.Governing Law; Counterpart.This Agreement shall be governed by the
laws of the State of Idaho applicable to agreements made and to be performed in the State
of Idaho; without regard or effect given to conflict of law rules which would require the
application of laws of any other jurisdiction. This Agreement may be executed in several
counterparts, each of which shall be regarded as an original and all of which shall constitute
one and the samedocument.
20.Survival.All agreements, covenants and representations and all other
statements of the Issuer and the Purchaser and their respective officers set forth in or made
pursuant to this Agreement will survive the Closing and the delivery of and payment for
the Bond.
21.Severability.If any section, paragraph, clause or provision of this Agreement
shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Agreement.
22.Bank Exemption.The Issuer acknowledges and agrees that (i) the transaction
Purchaser and its affiliates, (ii) in connection with such transaction, the Purchaser and its
affiliates are acting solely as a principal and not as an advisor including, without limitation,
Exchan
on the bank exemption in the Municipal Advisor Rules, (iv) the Purchaser and itsaffiliates
have not provided any advice or assumed any advisory or fiduciary responsibility in favor
of the Issuer with respect to the transaction contemplated hereby and the discussions,
undertakings and procedures leading thereto (whether or not the Purchaser, or any affiliate
of the Purchaser, has provided other services or advised, or is currently providing other
services or advising the Issuer on other matters), (v) the Purchaser and its affiliates have
financial and other interests that differ from those of the Issuer, and (vi) the Issuer has
consulted with its own financial, legal, accounting, tax and other advisors, as applicable,
to the extent it deemed appropriate.
23.Non-Merger.The provisions of this Agreement shall survive all other
performances hereunder, and shall not be deemed merged in any deed or other instrument
or document delivered hereunder.
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24.Obligations of Issuer Not Obligations of Officials Individually.All obligations
of the Issuer under the Bond Documents, the Bonds will be deemed to be obligations of
the Issuer to the full extent permitted by the Constitution and laws of the State. No
obligation under any of the Bond Documents will be deemed to be an obligation of any
present or future officer or employee of the Issuer in his or her individual capacity, and no
officer of the Issuer who executes the Bonds will be personally liable on the Bonds or be
subject to any personal liability or accountability by reason of the issuance of the Bonds.
JPMORGANCHASEBANK,NA
as Purchaser herein specified
B Y:
Its: ___________________________
Ammon City Council 06/30/2020Page 36 of 48
Approved and Agreed to:
CITYOFAMMON
B Y:
Mayor
Attest:
______________________________
City Clerk
Ammon City Council 06/30/2020Page 37 of 48
EXHIBIT A
TO THE BOND PURCHASE AGREEMENT
$8,888,384PAR AMOUNT
WATERREVENUEREFUNDING BOND
A. Payment:$8,888,384
B.Dated Date:Dated the Closing Date
C.Maturity Date: Final maturity is May 1, 2031.
D.Reserve Requirement:None.
E. Redemption:Nooptional redemption, but subject to mandatory sinking fund
redemption pursuant to the amortization scheduleset forth in the
Bond.Payment of principal due to a sinking fund installment shall
not require presentation of the Bond.
F.Covenants and As set forth in the Ordinanceandthis Agreement.
Conditions:
G.Estimated Closing Date:July 8,2020, or such other date mutually agreed to by the parties to
this Agreement.
H.Bond Counsel:MSBT Law, Chartered, Boise, Idaho.
I. Method of Payment:Federal Funds draft or wire.
J.8038:Issuer shall make all necessary filings.
K.Tax Exemption:An opinion from Bond Counsel that interest on the Bonds is
excluded from gross income for federal tax purposes and the Issuer
has designated the Bonds as -
pursuant to the small issuer exception provided by Section 265(b)(3)
of the Internal Revenue Code of 1986.
L.Interest Payment:Interest on the Bonds is payable at the rate of 1.21%with semi-
annual payments of principal and interest due each May 1and
November1, beginning November 1, 2020,until maturityon May
1, 2031.Calculated on the basis of a year of 360 days consisting of
twelve 30-day months.
M.Closing Costs:The Issuer is responsible for paying the costsof its Bond Counsel,
Placement Agent,and Financial Advisor. In addition, the Issuer
will pay for the fees of the BankCounsel, in an amount not to
exceed $7,500.00.
Ammon City Council 06/30/2020Page 38 of 48
Exhibit B
Executed Addendum
Ammon City Council 06/30/2020Page 39 of 48
Ammon City Council 06/30/2020Page 40 of 48
IDAHO DEPARTMENT OF ENVIRONMENTAL QUALITY
IN THE MATTER OF
)
Eastern Idaho Regional Wastewater Authority) COMPLIANCE
618 East 1250 North ) AGREEMENT SCHEDULE
Shelley, Idaho 83274 ) Idaho Code § 39-116A
)
FINDINGS AND CONCLUSIONS
1.Pursuant to the Idaho Environmental Protection and Health Act (EPHA), Idaho Code
§ 39-116A, the Department of Environmental Quality (Department) enters into this
Compliance Agreement Schedule (CAS)with Eastern Idaho Regional Wastewater
Authority (Respondent) located in Shelley, BinghamCounty, Idaho.
2.The Respondent owns and operates a wastewater treatment plant in Shelley, Idaho, under
Idaho Pollutant Discharge Elimination System (IPDES) Permit ID0020133 (Permit). The
Respondent is governed under IDAPA 58.01.25, “Rules Regulating the Idaho Pollutant
Discharge Elimination System Program.”
3.In May of 2019, the Respondent informed the Department that their membrane filters had
experienced advanced deterioration due to poor screening during the plant start-up, debris
accumulation in the basins, and age. While the Respondent is maintaining adequate
performance now, flows are continuing to increase, which is increasing the demand on
the remaining membrane filtersand is expected to impact current permit requirements in
the near future. Recognizing the importance of a membrane system operating properly
andefficiently, the Respondent has cited a need to focus on replacing the membrane
system this year. However, due to the high costs associated with replacing the membrane
system, the Respondent will not have the necessary funds required to complete Tasks 8-
11 outlined in Compliance Schedule Option 1 (Table 3) discussed inPart I.C.3.b of the
Permit. Without the necessary funds, the Respondent will not be ableto complete Tasks
8, 9 and 10. This will result in the Respondent being out of compliance with Part I.C.2 of
the Permit.
Given the financial burden with replacing the membrane system and the anticipated
noncompliance with Part I.C.2 of the Permit, the Respondent has requested to enter into
this CAS with the Department.
4.The Department has evaluated the factors in Idaho Code § 39-116A(4) and finds that a
CASis an appropriate mechanism to assist the Respondent in achieving compliance with
the final total phosphorus effluent limits. Granting a 1 year extension for Tasks 8-11 in
Table 3 of the Permit (Paragraphs 7, 9, 11, and 12 of this CAS), will ensure the
Respondent isable to complete these tasks,achieve compliance with Part I.C.2 of the
Permit, and will be protective of human health and the environment.
5.In order to resolve this matter, the Respondent agrees to the provisions of this CAS and
the following terms and actions outlined in Paragraphs 6-32 below.
Ammon City Council 06/30/2020Page 41 of 48
AGREEMENT SCHEDULE
6.Membrane Filters.Submit awritten notice within 240calendar days of the effective date
of this Agreement, to the Department through the IPDES E-Permitting system,
documenting evidence that the new membrane filters are online.
7.Bidding Process Completion. Submit a written notice by February 1, 2021, to the
Department through the IPDES E-Permitting system, documenting that bidding for the
treatment process for total phosphorus is complete and an awardee has been identified.
8.Strategic Improvement Plan. Submit an updated Strategic Improvement Plan by May 1,
2021, to the Department through the IPDES E-Permitting system. The Plan must include:
a.An updated user impact study.
b.A schedule for dissolution of the joint powers agreement and formation of a sewer
district, or a functional equivalent either as a public or private entity.
c.A section outlining how future potential funding issues will be addressed and
mitigated.
9.Construction Progress Report. Submit a progress report by October 1, 2021, to the
Department through the IPDES E-Permitting system, on construction efforts, including
percent of construction completed, remaining days left on the construction contract, and
any change orders associated with the construction of the treatment process for total
phosphorus.
10.Strategic Improvement Plan Progress Report.Submit a progress report by May 1, 2022,
and annually thereafter, to the Department through the IPDES E-Permitting system,
documenting status of the items addressed in Paragraph 8 and, if changes are necessary to
the Plan, submit a revision and/or update following the provisions of Paragraph 16 of this
CAS.
11.Construction Completion Notice. Submit written notice by September 1, 2022, to the
Department through the IPDES E-Permitting system, documenting that construction of
the treatment process for total phosphorus is completeto achieve compliance with Part
I.C.2 of the Permit.
12.Final Compliance with Effluent Limits.The Respondent must achieve compliance with
the final total phosphorus effluent limitationsof Part I.B.1 of the Permit by September 1,
2023.
13.All terms and conditions set forth in this Compliance Agreement Schedule must be
completed no later than September 1, 2023 (Table 1).
Ammon City Council 06/30/2020Page 42 of 48
Table 1.Compliance Agreement Schedule requirements and deadlines.
RequirementParagraphDeadline
Membrane Filters6240calendar days
after the effective date
of this Agreement
Bidding Process Completion7February 1, 2021
Strategic Improvement Plan8May 1, 2021
Construction Progress Report9October 1, 2021
May 1, 2022, and
Strategic Improvement Plan Progress Report10
annually thereafter
Construction Completion Notice11September 1, 2022
Final Compliance with Effluent Limits12September 1, 2023
INSPECTION
14.Pursuant to Idaho Code § 39-108 and this CAS,the Department may conduct inspections
or site visits that the Department determines necessary to verify compliance with all
applicable Sections and requirements appearing in this CAS.
CORRESPONDENCE
15.All correspondence sent by the Respondent to the Department regarding this CASwill be
addressed to:
Water QualityManager
Idaho Department of Environmental Quality
Pocatello Regional Office
444 Hospital Way #300
Pocatello, ID 83201
16.All correspondence sent by the Department tothe Respondent regarding this CAS should
be addressed to:
Eastern Idaho Regional Wastewater Authority
618 East 1250 North
Shelley, Idaho 83274
Attn: Commissioner Roger Christensen and Scott Barry
rchristensen@co.bonneville.id.us
scottb@eirwwa.org
Ammon City Council 06/30/2020Page 43 of 48
17.Unless specifically cited herein or in rule or statute,the Respondent must follow the
document submittal and review process (Submittal Review Process) required of this
CAS. The Respondent must follow this process until the Departmentapproves the
document or the document review time frame expires, whichever comes first. In no
instance does this Submittal Review Process change the deadlines in Paragraphs 6-12
above.
A.Afterreceipt of a submittal from the Respondent, the Department willwithin 45
calendar days: 1) notify the Respondent in writing that the document is approved;
or 2) notify the Respondent in writing of any deficiencies in the document. DEQ’s
failure to provide written notice in the time described here does not waive or in
any way alter the enforceability of the provision violated or any other provision of
this CAS.If the Department notifies the Respondent of deficiencies in the
document, the Respondent must submit a revised document to resolve those
deficiencies within 30calendar days of receipt of the Department’s notice.
B.The Submittal Review Process maybe repeated until the Department notifiesthe
Respondent the document is approved. However, the submittal must receive the
Department’s approval within 180 calendar days from the due date for the first
submittal of the document, unless the Department provides the Respondent with a
written extension of the 180 calendar day time frame. The failure ofthe
Respondent to obtain the Department approval of a submittal within such time
frames willconstitutea violation of this CAS.
C.If the date on which a submittal or other communication is due falls on a
Saturday, Sunday, or federal holiday, the deadline for such submission willbe the
next business day.
D.Each document approved by the Departmentunder the Submittal Review Process
is incorporated into and enforceable as a part of this CAS.
E.All submittals required of the Respondent pursuant to this CASwill be submitted
to the Department in electronic format via the E-Permitting System.
STANDARD PROVISIONS
18.This CAS does not relieve the Respondent from its obligation to comply with any of the
provisions of EPHA, any provision of an IPDES permit issued by the Departmenttothe
Respondent, or other applicable local, state, or federal laws and regulations.
19.This CAS binds the Respondent, its successors,and assignees until such time as the terms
of the CASare met to the satisfaction and the Department terminates the CASin writing.
20.If the Respondent fails to comply with the termsof this CAS, the Department may seek
and obtain, in any appropriate district court located in Bonneville or Bingham Counties,
specific performance of the CAS and other relief as authorized in the EPHA.
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21.If any event occurs that causes or may cause delay in the achievement of any requirement
of this CAS,the Respondent must notify the Department in writing within 10calendar
days of the date the Respondent knew, or should have known, of the delay.
A.Any notice under this paragraph will describe in detail the cause of the delay, the
anticipated length of the delay, all anticipated consequences of the delay, the start
date of the event or the date of discovery, measures taken by the Respondent to
prevent or minimize the delay, and a timetable by which those measures will be
implemented.
B.The Respondent must utilize all reasonable measures to avoid or minimize any
such delay. If the Department determines that the delay or anticipated delay in
achieving any requirements of this CAShas been or will be caused by
circumstances beyond the reasonable control of the Respondent, the Department
may grant an extension for a period equal to the length of the delay.
C.The burden of proving that any delay is caused by circumstances beyond the
reasonable control of the Respondentrests wholly with the Respondent.
22.If the Respondent wishes to seek an extension of any deadline contained in this CAS, it
must make a written request to the Department.The written extension request must
explain the reasoning for the request and state the length of extension requested. Any
extension provided by the Department must be in writing, in response to the request.
23.In the event the Respondent violates the terms of this CAS,the Department will provide
written notice to the Respondent describing the violation within 30 days. DEQ’s failure to
provide written notice of a violation in the time described here does not waive or in any
way alter the enforceability of the provision violated or any other provision of this CAS.
No later than 10 calendar days after receiving the notification, the Respondent must reply
to the Department in writing to explain the violation and provide a date on which the
violation will be cured to the Department’s satisfaction.
24.A waiver or decision not to enforce by the Department of any provision, term, condition,
or requirement of this CAS does not constitute a waiver of any other provision, term,
condition, or requirement.
25.The Department and the Respondentrepresent and warrant that each has the authority to
enter into this CAS and to take all actions or authorize all actions provided for herein.
26.In case any provision or authority of this CAS or the application of this CASto any party
or circumstances is held by any judicial or administrative authority to be invalid, the
application of such provisions to other parties or circumstances and the remainder of the
CASwill remain in force.
27.If the Respondent sells or offers the Site Property (or any portion thereof) for sale prior to
completion of the requirements of this CAS and termination thereof, the Respondent
must notify any prospective purchaser of the terms and conditions of this CAS and the
current status of completion of the requirements of this CAS. The Respondent must also
provide notice to the Department of the offer for sale and the identity of the purchaser at
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least 10 calendar days prior to closing of any sale of the Site property or any portion
thereof.
28.Sale or transfer of the Site Property or any portion thereof by the Respondent does not
relieve the Respondent of its obligation to complete the terms and conditions of this CAS
unless appropriate arrangements are made with the purchaser or receiver of the Site
Property for assignment of the obligations of this CAS and the Department consents in
writing to the assignment of the obligations of this CAS to the new purchaser.
29.This CASsets forth the entire agreement of the parties related to the subject matter of this
CAS and may not be modified without written consent of both parties.
30.If this Compliance Agreement Schedule is signed and agreed to with an electronic
signature by either party, the electronic signature will have the same legal and evidentiary
effect as a handwritten signature.
EFFECTIVE DATE AND TERMINATION
31.The effective date of this CASis the date of the signature by the Department Director.
32.Upon request by the Respondent, this CASmay be terminated if the Department
determines that all CASrequirements arecomplete.
DATED THIS day of , 2020
ROGER CHRISTENSEN
Commissioner, Authorized Representative of Eastern Idaho Regional Wastewater
Authority
DATED THIS day of , 2020
JOHN H. TIPPETS
Director, Idaho Department of Environmental Quality
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