SCHOOL DISTRICT NO. 414 (KIMBERLY), TWIN FALLS COUNTY, STATE OF IDAHO. Resolution Authorizing the Issuance and Confirming the Sale of

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1 SCHOOL DISTRICT NO. 414 (KIMBERLY), TWIN FALLS COUNTY, STATE OF IDAHO Resolution Authorizing the Issuance and Confirming the Sale of $1,500,000 General Obligation Bonds, Series 2013A (Tax-Exempt) $1,485,000 General Obligation Bonds, Series 2013B (Taxable QSCB - Direct Pay Subsidy) Adopted July 18, 2013

2 TABLE OF CONTENTS ARTICLE I DEFINITIONS Definitions Authority for Bond Resolution...7 ARTICLE II AUTHORIZATION, TERMS, SALE AND ISSUANCE OF BONDS, AND PAYING AGENT PROVISIONS Authorization of Bonds, Principal Amount, Designation and Series Purposes Denomination and Numbers Issue Date Bond Details Denominations and Numbers Paying Agent, Bond Registrar and Filing Agent Tax Credit Designation B Bonds Redemption Mandatory Sinking Fund Installments B Bonds Sale of Bonds Execution of Bonds Establishment of Accounts and Funds Cost of Issuance Account Delivery of Bonds; Application of Proceeds Defeasance Bond Levy Subsidy Further Authority Idaho State Bond Guaranty Designation as Qualified Tax-Exempt Obligations...21 ARTICLE III TRANSFER AND EXCHANGE OF BONDS; BOND REGISTRAR Transfer of Bonds Exchange of Bonds Bond Registration Books List of Bondholders Duties of Bond Registrar...22 ARTICLE IV BOOK-ENTRY SYSTEM; LIMITED OBLIGATION OF DISTRICT; REPRESENTATIONS LETTER Book-Entry Only System Representations Letter Transfers Outside Book-Entry System...24 Page Table of Contents - i

3 404. Payments to Cede & Co ARTICLE V COVENANTS AND UNDERTAKINGS Levy of Taxes Bonds in Registered Form Arbitrage Covenant; Covenant to Maintain Tax Status Approval of Plan and Form of Bonds Investment of Funds No Waiver of Limitation Provisions Davis-Bacon Act...28 ARTICLE VI FORM OF BONDS Forms of Bonds...28 ARTICLE VII MISCELLANEOUS Ratification Severability Conflict Captions Effective Date...29 Table of Contents - ii

4 RESOLUTION A Resolution authorizing the issuance and confirming the sale of $1,500,000 General Obligation Bonds, Series 2013A (Tax-Exempt) and $1,485,000 General Obligation Bonds, Series 2013B (Taxable QSCB - Direct Pay Subsidy) of School District No. 414 (Kimberly), Twin Falls County, State of Idaho, and providing for related matters. WHEREAS, pursuant to a bond election duly called and held on May 21, 2013 (the Bond Election ) in School District No. 414 (Kimberly), Twin Falls County, State of Idaho (the District ), there was submitted to the qualified electors of the District the following proposition: QUESTION: Shall the Board of Trustees of School District No. 414 (Kimberly), Twin Falls County, State of Idaho, be authorized to issue general obligation school bonds of said District in the principal amount of up to $3,000,000 to become due in such installments as may be fixed by the Board of Trustees, the final installment to fall due not later than twenty (20) years from the date of issuance of such bonds, for the purpose of financing the costs of renovation and improvements to the historic L.A. Thomas Gymnasium, completion of the Sports Complex, construction of technology classrooms in Kimberly High School, improvement to facilities throughout the District, and acquisition of related equipment for such school facilities, all as provided in the Resolution adopted by the Board of Trustees on March 21, 2013? WHEREAS, more than two-thirds of the votes cast at the Bond Election were cast in favor of said proposition, as certified by the Clerk of Twin Falls County, Idaho, on May 30, 2013, and the issuance of up to $3,000,000 general obligation school bonds of the District was authorized at the Bond Election for the purposes set forth in said proposition and to pay the costs of issuance thereof; WHEREAS, the District has received an allocation of not exceeding $1,489,000 from the State of Idaho Department of Education entitling the District to issue and designate bonds up to that amount as qualified school construction bonds ( QSCBs ) pursuant to Sections 54A and 54F of the Internal Revenue Code of 1986, as amended (the Tax Credit Program ); WHEREAS, the District plans to issue and sell the general obligation bonds authorized pursuant to the Bond Election by issuing and selling pursuant to negotiated sale its $1,500,000 principal amount of General Obligation Bonds, Series 2013A (Tax-Exempt) (the 2013A Bonds ) and $1,485,000 principal amount of General Obligation Bonds, Series 2013B (Taxable QSCB - Direct Pay Subsidy) (the 2013B Bonds ) to finance the Project (hereinafter defined) and to pay the costs of issuance thereof; RESOLUTION - 1

5 WHEREAS, pursuant to Section 6431(f) of the Code, the District has determined to make an irrevocable election to receive a direct payment subsidy on the 2013B Bonds from the United States Treasury instead of federal tax credits that otherwise would be allowed to Bondholders of QSCBs under Section 54A of the Code (hereinafter defined); WHEREAS, there has been presented to the District a proposed form of Bond Purchase Agreement dated of even date herewith (the Bond Purchase Agreement ) between the District and Piper Jaffray & Co. (the Purchaser ) contemplating the negotiated sale of the 2013A Bonds and 2013B Bonds (collectively, the Bonds ); WHEREAS, pursuant to Sections and , Idaho Code, the District s Notice of Negotiated Private Bond Sale was published on July 12, 2013, in The Times News, a newspaper published in the District, and the District desires to sell the Bonds to the Purchaser pursuant to the Bond Purchase Agreement; and WHEREAS, it is desired by the Board to provide for the details of the Bonds and the payment thereof; NOW, THEREFORE, BE IT AND IT IS HEREBY RESOLVED by the Board of Trustees of the District as follows: ARTICLE I DEFINITIONS 101. Definitions. As used in this Bond Resolution, unless the context shall otherwise require, the following terms shall have the following meanings: 2013A Bonds means the General Obligation Bonds, Series 2013A (Tax-Exempt) of the District in the principal amount of $1,500,000 authorized by this Bond Resolution. 2013B Bonds or 2013B Bond means the General Obligation Bonds, Series 2013B (Taxable QSCB - Direct Pay Subsidy) of the District in the principal amount of $1,485,000 authorized by this Bond Resolution. Accountable Event of Loss of QSCB Status means (a) any act or any failure to act on the part of the District, which act or failure to act is a breach of a covenant or agreement of the District contained in this Bond Resolution or the District s Tax Certificate regarding the issuance of the 2013B Bonds, and which act or failure to act causes the 2013B Bonds to lose their status, or fail to qualify, as QSCBs and qualified bonds under Sections 54A and 54F of the Code, or (b) the making by the District of any representation contained in this Bond Resolution, the Tax Certificate or the 2013B Bonds, which representation was untrue when made and the untruth of which representation at such time causes the 2013B Bonds to lose their status, or fail to qualify, as QSCBs and qualified bonds under Sections 54A and 54F of the Code. RESOLUTION - 2

6 Act means, collectively, chapter 11 of Title 33 and chapters 2 and 9 of Title 57, Idaho Code, as amended. Authorized Denominations means $5,000 and any integral multiple thereof. Board means the Board of Trustees of the District. Bond Account means the Bond Account and subaccounts thereunder established in Section 213 hereof. Bond Counsel means Hawley Troxell Ennis & Hawley LLP, 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 Election means the District s Bond Election held in the District on May 21, 2013, at which the issuance and sale by the District of up to $3,000,000 general obligation bonds was authorized for the purposes presented to the electorate. Bondholder or Holder means the registered owner of any Bonds authorized hereunder as shown in the registration books of the District kept by the Bond Registrar for such purpose. Bond Purchase Agreement means the agreement between the District and Purchaser setting forth the terms and conditions of the District s sale of the Bonds to the Purchaser. Bond Register means the registration records of the District, maintained by the Paying Agent, on which shall appear the names and addresses of the Holders of the Bonds. Bond Registrar means each Person appointed by the District as bond registrar and agent for the transfer, exchange and authentication of the Bonds. Pursuant to Section 207 hereof the initial Bond Registrar is U.S. Bank National Association, Corporate Trust Department, Salt Lake City, Utah. Bond Resolution or Resolution means this Resolution adopted by the Board on July 18, 2013, authorizing the issuance and confirming the sale of the Bonds. Bonds means collectively the 2013A Bonds and 2013B Bonds. Business Day means any day other than (i) a Saturday, Sunday or legal holiday, or (ii) a day on which the Paying Agent is authorized by law to close. Cede & Co. means Cede & Co., as nominee of DTC, and any successor nominee of DTC appointed with respect to the Bonds pursuant to Section 401 hereof. RESOLUTION - 3

7 Code means the Internal Revenue Code of 1986, as amended and supplemented from time to time, and the Regulations promulgated thereunder. Costs of Issuance Account means the Costs of Issuance Account established under Section 213 of this Bond Resolution. DTC means The Depository Trust Company, New York, New York, and its successors and assigns. DTC Participants means those financial institutions for whom the Securities Depository effects book-entry transfers and pledges of securities deposited with the Securities Depository, as such listing of Participants exists at the time of such reference. Date of Loss of QSCB Status means the date specified in a Determination of Loss of QSCB Status as the date from and after which the 2013B Bond lost its QSCB status, or failed to qualify, as a QSCB as a result of an Accountable Event of Loss of QSCB Status, which date could be as early as the date of issuance of the 2013B Bond. Determination of Loss of QSCB Status means, with respect to the 2013B Bonds (a) a final determination by the Internal Revenue Service (after the District has exhausted or waived all administrative appeal remedies) determining that an Accountable Event of Loss of QSCB Status has occurred and specifying the Date of Loss of QSCB Status, or (b) a non-appealable holding by a court of competent jurisdiction holding that an Accountable Event of Loss of QSCB Status has occurred and specifying the Date of Loss of QSCB Status. District means School District No. 414 (Kimberly), Twin Falls County, State of Idaho. Electronic Means means telecopy, facsimile transmissions, transmissions or other similar electronic means of communication providing evidence of transmission. Exchange Bond means any Exchange Bond, as defined in Section 212 hereof. Federal Subsidy Payments means, with respect to the 2013B Bonds, the refundable credit payments received by the District directly from the United States Treasury pursuant to the Tax Credit Program and pursuant to the District s election under Section 6431(f)(3)(B) of the Code. Filing Agent means U.S. Bank National Association, Corporate Trust Department, Salt Lake City, Utah, acting as filing agent for the District pursuant to the appointment under Section 207 hereof with respect to the Federal Subsidy Payments related to the 2013B Bonds. Filing Agreement means, with respect to the 2013B Bonds, the Filing Agreement dated the date of issue of the 2013B Bonds between the District and the Filing Agent approved by the Board pursuant to Section 207 hereof. RESOLUTION - 4

8 Information Reporting Agreement means the undertaking to be delivered by the District in compliance with SEC Rule 15c2-12, as approved by the Board pursuant to Section 211 hereof. Interest Payment Account means the 2013B Interest Payment Account established in Section 213 hereof with respect to the 2013B Bonds. Investment Securities means such investments as shall be legal investment for such funds under Idaho law as then in effect as certified by the District. Mandatory Sinking Fund Installment(s) shall mean, with respect to the 2013B Bonds, the mandatory sinking fund installments paid by the District to the Paying Agent for deposit into the Sinking Fund Account, in the amounts set forth in Section 210 hereof. Maturity Date means September 15, 2030, the date the final payment of principal and interest is due on the 2013B Bonds. Participants means those broker-dealers, banks and other financial institutions from time to time for whom DTC affects book-entry transfers and pledges of securities deposited with DTC, as such listing of Participants exists at the time of such reference. Paying Agent means each Person appointed by the District as paying agent with respect to the Bonds. Pursuant to Section 207 hereof, the initial Paying Agent is U.S. Bank National Association, Corporate Trust Department, Salt Lake City, Utah. Permitted Sinking Fund Yield means the yield limit on amounts held in the Sinking Fund Account, set by the Internal Revenue Service and published by the Bureau of Public Debt on the date of the District s approval of the sale of the 2013B Bonds to the Purchaser. Person means natural persons, firms, partnerships, associations, corporations, trusts, public bodies and other entities. Project means financing the costs of the renovation and improvements to the historic L.A. Thomas Gymnasium, completion of the Sports Complex, construction of technology classrooms in Kimberly High School, improvement to facilities throughout the District, and acquisition of related equipment for such school facilities. Project Account means the Project Account and subaccounts thereunder established under Section 213 hereof. Purchaser means Piper Jaffray & Co., its successors or assigns, as the initial purchaser of the Bonds from the District. Rebate Fund means the Rebate Fund established under Section 213 hereof. RESOLUTION - 5

9 Record Date means (a) in the case of each interest payment date, the close of business on the fifteenth day preceding the interest payment date; and, if not a Business Day, the next preceding day that is a Business Day, and (b) in the case of redemption, if applicable, such record date as shall be specified by the Bond Registrar in the notice of redemption required by Section 209 hereof, provided that such record date shall be not less than fifteen (15) calendar days before the mailing of such notice of redemption. Registered Owner means the person(s) in whose name or names the Bonds shall be registered in the Bond Register maintained by the Paying Agent in accordance with the terms of this Bond Resolution. Regulations means the treasury regulations promulgated under the Code and those provisions of the treasury regulations originally promulgated under Section 103 of the Internal Revenue Code of 1954, as amended, which remain in effect under the Code. Representations Letter means the District s Blanket Issuer Representations Letter referenced under Section 402 hereof. Rule 15c2-12 means Rule 15c2-12, as amended, promulgated by the SEC under the Securities Exchange Act of 1934, as amended. SEC means the Securities and Exchange Commission. Securities Depository means DTC, or any successor securities depository appointed pursuant to Section 401. Sinking Fund Account means the 2013B Sinking Fund Account established in Section 213 hereof with respect to the 2013B Bonds. State means the State of Idaho. Tax Certificate means any agreement or certificate of the District which the District executes in order to establish and assure (i) the tax-exempt status of interest received on the 2013A Bonds, and (ii) the status of interest and/or tax credits received on the 2013B Bonds. Tax Credit Program means the program for allocating tax credits and authorizing the issuance of QSCBs promulgated under Sections 54A and 54F of the Code. United States means the government of the United States of America. Written Certificate and Request means an instrument in writing signed on behalf of the District by a duly authorized officer thereof. RESOLUTION - 6

10 The terms hereby, hereof, hereto, herein, hereunder, and any similar terms used in this Bond Resolution refer to this Bond Resolution Authority for Bond Resolution. This Bond Resolution is adopted pursuant to the provisions of the Act. ARTICLE II AUTHORIZATION, TERMS, SALE AND ISSUANCE OF BONDS, AND PAYING AGENT PROVISIONS 201. Authorization of Bonds, Principal Amount, Designation and Series. In accordance with and subject to the terms, conditions and limitations established by the Act and contained in this Bond Resolution, general obligation school bonds of the District are hereby authorized to be issued in two series in the aggregate principal amount of $2,985,000. The Bonds are hereby designated and shall be issued in principal amounts as follows: (i) General Obligation Bonds, Series 2013A (Tax-Exempt), in the principal amount of $1,500,000; and (ii) General Obligation Bonds, Series 2013B (Taxable QSCB - Direct Pay Subsidy), in the principal amount of $1,485,000. The Bonds shall be issued in fully registered form only, without coupons Purposes. The Bonds are hereby authorized to be issued for the purpose of the Project, as further described herein, and to pay the costs of issuance thereof Denomination and Numbers. (a) The 2013A Bonds, issued in the form of serial bonds, shall be fully registered, without coupons, in Authorized Denominations. The certificates representing the 2013A Bonds shall be issued in the form attached hereto as Exhibit A. (b) The 2013B Bonds, issued as a single maturity, shall be fully registered bonds, without coupons, in Authorized Denominations. The certificate representing the 2013B Bonds shall be issued in the form attached hereto as Exhibit B Issue Date. The Bonds shall be dated as of the date of their delivery Bond Details. (a) The 2013A Bonds shall be issued in the form of serial bonds maturing on the dates and in the amounts as indicated below. The 2013A Bonds shall bear interest at the rates indicated below (calculated on the basis of a year of 360 days and twelve 30-day months) from the date of their delivery payable commencing March 15, 2014, and semiannually thereafter on September 15 and March 15 in each year until their respective dates of maturity or prior redemption: RESOLUTION - 7

11 September 15 Year Amount Maturing Interest Rate % (Per Annum) 2028 $1,095, , (b) The 2013B Bonds shall be issued in the principal amount of $1,485,000, which principal is subject to Mandatory Sinking Fund Installments pursuant to Section 210 hereof. The 2013B Bonds shall mature and be due and payable in full on September 15, 2030, the Maturity Date. The 2013B Bonds shall bear interest (calculated on the basis of a year of 360 days and twelve 30-day months) from their dated date, or the most recent date to which interest has been paid or duly provided for, at the rate of 5.036% per annum, payable commencing March 15, 2014, and semiannually thereafter on each September 15 and March 15 until the Maturity Date or prior redemption thereof. (c) Each Bond shall bear interest from the interest payment date next preceding the date of registration and authentication thereof unless it is registered and authenticated as of an interest payment date, in which event it shall bear interest from the date thereof, or unless it is registered and authenticated prior to the first interest payment date, in which event it shall bear interest from its date, or unless, as shown by the records of the Bond Registrar, interest on the Bonds shall be in default, in which event it shall bear interest from the date to which interest has been paid in full. The Bond Registrar shall insert the date of registration and authentication of each Bond in the place provided for such purpose in the form of the Bond Registrar s certificate of authentication on each Bond Denominations and Numbers. Each series of the Bonds shall be issued as fully registered bonds, without coupons, in Authorized Denominations, or any integral multiple thereof, not exceeding the amount of each maturity. Each series of the Bonds shall be numbered from one (1) upward in order of issuance with the prefix R preceding each number Paying Agent, Bond Registrar and Filing Agent. U.S. Bank National Association, Corporate Trust Department, Salt Lake City, Utah, is hereby appointed the Paying Agent and Bond Registrar for the 2013A Bonds and 2013B Bonds, and Filing Agent for the 2013B Bonds. The District may remove any Paying Agent, Bond Registrar, and Filing Agent, and any successor thereto, and appoint a successor or successors thereto. Each Paying Agent, Bond Registrar and Filing Agent shall signify its acceptance of the duties and obligations imposed upon it by this Bond Resolution by executing and delivering to the District a written acceptance thereof. The principal of, premium, if any, and interest on the Bonds shall be payable in any coin or currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts. Principal of and premium, if any, on the Bonds shall be payable when due to the Bondholder of each Bond at the principal corporate trust office of the Paying Agent. Payment of interest on each Bond shall be made by check or draft mailed to the Person who, as of the Record Date, is the Holder of the Bond, at the address of such Holder as it appears on the registration books of the District kept by the Bond Registrar or RESOLUTION - 8

12 at such other address as is furnished to the Bond Registrar in writing by such Holder on or prior to the Record Date. The Filing Agreement between the District and the Filing Agent, with respect to the 2013B Bonds, is hereby ratified and approved in all respects and the Chair or Vice-Chair of the Board is hereby authorized to execute and deliver the Filing Agreement Tax Credit Designation B Bonds. The Board designates the 2013B Bonds as QSCBs pursuant to the Tax Credit Program and, so long as the 2013B Bonds are qualified tax credit bonds, hereby makes an irrevocable election pursuant to Section 6431(f) of the Code to receive direct Federal Subsidy Payments of refundable credit payments in lieu of the federal tax credits that otherwise would be allowed to the Bondholders of such 2013B Bonds pursuant to Section 54A of the Code. In the event of a Determination of Loss of QSCB Status, the Federal Subsidy Payments paid to the District may be discontinued and result in the retroactive disqualification of the 2013B Bonds as qualified bonds within the meaning of Section 54A of the Code for which payments were previously received by the District under Section 6431(f) of the Code. The District covenants to direct the officials of the District to take such actions as are necessary or appropriate for the District to receive the Federal Subsidy Payments, including but not limited to, entering into the Filing Agreement with the Filing Agent in the form presented to and approved by the Board pursuant to Section 207 hereof, and ensuring the timely filing with the Internal Revenue Service of Form 8038-CP - Return for Credit Payments to Issuers of Qualified Bonds, as provided in the regulations and Filing Agreement. The Board covenants to deposit, or cause the Filing Agent to deposit, all Federal Subsidy Payments into the Interest Payment Account upon receipt Redemption. (a) Optional Redemption. The 2013A Bonds maturing on and after September 15, 2028, are subject to redemption at the election of the District on September 15, 2023, and on any date thereafter prior to maturity, in whole or in part, in accordance with the optional arrangements then in effect with DTC, at the price of 100% of the principal amount of the Bonds to be redeemed plus accrued interest, if any, to the date of redemption. If less than all of the Bonds of any maturity are to be redeemed, the particular Bonds or portion of the Bonds of such maturity to be redeemed shall be selected by lot by the Bond Registrar in such manner as the Bond Registrar in its discretion may deem fair and appropriate. The portion of any registered Bond of a denomination of more than $5,000 to be redeemed will be in the principal amount of $5,000 or an integral multiple of $5,000 and in selecting portions of such Bonds for redemption the Bond Registrar will treat each such Bond as representing that number of Bonds of $5,000 denomination which is obtained by dividing the principal amount of such Bond by $5,000. RESOLUTION - 9

13 (b) Extraordinary Mandatory Redemption from Unexpended Proceeds B Bonds. The 2013B Bonds are subject to extraordinary mandatory redemption, in whole or in part, on August 1, 2016, or, in the event of an extension negotiated with the Internal Revenue Service, on an interest payment date that occurs on or before August 1, 2018, in Authorized Denominations, at a redemption price equal to the principal amount of the 2013B Bonds called for redemption, in an amount equal to the unexpended proceeds of the 2013B Bonds held by the District, but only to the extent that the District fails to expend all of the proceeds of the 2013B Bonds within three years of issuance thereof or within any extension period for expenditure that has been granted by the Internal Revenue Service; provided, however, that the redemption to be made under this section shall only be made upon the delivery of an opinion of nationally-recognized Bond Counsel that such redemption is necessary to maintain the status of the 2013B Bonds as QSCBs for purposes of the Tax Credit Program. The District will provide written notification to the Paying Agent of the date and amount of such extraordinary mandatory redemption. The Paying Agent and Registrar will affect any extraordinary mandatory redemption of the 2013B Bonds from each person who is the owner of a 2013B Bond to be redeemed on a redemption date. The Paying Agent and Registrar will apply, to the extent possible, any remaining amount of proceeds to redeem such 2013B Bonds in Authorized Denominations and will select, by lot, the portions of 2013B Bonds to be redeemed from all such owners, which selection shall be conclusive. (c) Extraordinary Optional Redemption B Bonds. The 2013B Bonds will be subject to extraordinary optional redemption prior to the Maturity Date, at the option of the District upon the occurrence of a Tax Law Change (as defined below), from any source of available funds, as a whole or in part, and if in part by lot within a maturity, in Authorized Denominations on any Business Day at a redemption price equal to the greater of (i) the issue price of the 2013B Bonds, but not less than 100% of the principal amount of the 2013B Bonds, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest to the maturity date of the 2013B Bonds to be redeemed, not including any portion of those payments of interest accrued and unpaid as of the date on which the 2013B Bonds are to be redeemed, discounted to the date on which the 2013B Bonds are to be redeemed, on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Comparable Treasury Yield (defined below) plus 100 basis points, plus accrued and unpaid interest on the 2013B Bonds as of the redemption date. Tax Law Change means legislation has been enacted by the Congress of the United States or passed by either House of the Congress, or a decision has been rendered by a court of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement has been made by or on behalf of the U.S. Department of the Treasury ( Treasury ), the Internal Revenue Service or other governmental agency of appropriate jurisdiction, the effect of which, as reasonably determined by the District, would be to suspend, reduce or terminate the timely payment from the Treasury to the District with respect to the 2013B RESOLUTION - 10

14 Bonds, or to state or local government issuers generally with respect to obligations of the general character of the 2013B Bonds, pursuant to Sections 54AA or 6431 of the Code, of an amount equal to the District s Federal Subsidy Payments; provided, that such suspension, reduction or termination of the Federal Subsidy Payments is not due to a failure by the District to comply with the requirements under the Code to receive such Federal Subsidy Payments. Comparable Treasury Yield means the yield which represents the weekly average yield to maturity for the preceding week appearing in the most recently published Federal Reserve statistical release designated H.15(519) Selected Interest Rates under the heading Treasury Constant Maturities, or any successor publication selected by the Independent Banking Institution that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded United States Treasury securities adjusted to constant maturity, for the maturity corresponding to the remaining term to maturity of the 2013B Bonds being redeemed. The Comparable Treasury Yield will be determined as of the third Business Day immediately preceding the applicable date fixed for redemption. If the H.15(519) statistical release sets forth a weekly average yield for United States Treasury securities that have a constant maturity that is the same as the remaining term to maturity of the 2013B Bonds being redeemed, then the Comparable Treasury Yield will be equal to such weekly average yield. In all other cases, the Comparable Treasury Yield will be calculated by interpolation on a straight-line basis, between the weekly average yields on the United States Treasury securities that have a constant maturity (a) closest to and greater than the remaining term to maturity of the 2013B Bonds being redeemed; and (b) closest to and less than the remaining term to maturity of the 2013B Bonds being redeemed. Any weekly average yields calculated by interpolation will be rounded to the nearest 1/100th of 1%, with any figure of 1/200th of 1% or above being rounded upward. Independent Banking Institution means an investment banking institution of national standing which is a primary United States Government securities dealer in the United States designated by the District (which may be the Original Purchaser). Original Purchaser means the underwriter of the 2013B Bonds. (d) Redemption Notice A Bonds and 2013B Bonds. Notice of redemption shall be given by the Bond Registrar by Electronic Means or by first class mail, postage prepaid, not less than thirty (30) or more than sixty (60) days prior to the redemption date, to the Bondholder, as of the Record Date, of each Bond which is subject to redemption, at the address of such Bondholder as it appears in the registration books of the District kept by the Bond Registrar, or at such other address as is furnished to the Bond Registrar in writing by such Bondholder on or prior to the Record Date. Notice also shall be given by registered mail to The RESOLUTION - 11

15 Bond Buyer, a publication printed in the City of New York, New York, to the fiscal agent of the District, if any, and to the Paying Agent, if other than the Bond Registrar. Each notice of redemption shall state the name and series of the Bonds, the Record Date, the redemption date, the place of redemption, the principal amount of Bonds being redeemed, and also shall state that the interest on the Bonds in such notice designated for redemption shall cease to accrue from and after such redemption date and that, on said date, there will become due and payable on each of said Bonds the principal thereof, interest accrued thereon to the redemption date, and premium, if any. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Bondholder or other recipient receives such notice. Failure to mail such notice or any defect therein shall not affect the validity of the proceedings for redemption of the Bonds. In addition to the foregoing notice, further notice shall be given by the Bond Registrar as set out below, but no defect in said further notice or any failure to give all or any portion of such further notice shall affect in any manner the validity of a call for redemption if notice thereof is given as above prescribed. (1) Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (i) the CUSIP numbers of all Bonds being redeemed; (ii) the date of issue of the Bonds as originally issued; (iii) the rate of interest borne by each Bond being redeemed; (iv) the maturity date of each Bond being redeemed; and (v) the series and any other descriptive information needed to identify accurately the Bonds being redeemed. (2) Each further notice of redemption shall be sent at least 35 days before the redemption date by telecopy, registered or certified mail or overnight delivery service to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds designated to the Bond Registrar by the District and to any nationally recognized information services designated by the District to the Bond Registrar. (e) Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number or numbers identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer Mandatory Sinking Fund Installments B Bonds. The 2013B Bonds are subject to Mandatory Sinking Fund Installments to be deposited into the Sinking Fund Account established under Section 213 hereof and held by the Paying Agent exclusively for payment of the 2013B Bonds at maturity, or prior redemption thereof. The District shall make annual Mandatory Sinking Fund Installments to the Paying Agent for deposit into the Sinking Fund Account no later than August 31 of each of the following years (for payments due September 15 of each year) in not less than the following amounts: RESOLUTION - 12

16 Mandatory Sinking Year Fund Installment 2014 $10, , , , , , , , , , , , , , , , * 535,000 *Maturity Date The District may deposit additional funds to the Sinking Fund Account, provided that the Sinking Fund Account is (i) funded at a rate not more rapid than equal annual installments including interest earnings; and (ii) funded in a manner reasonably expected to result in an amount not greater than an amount necessary to repay the 2013B Bonds. In the event the District makes additional deposits, the amount of any subsequent Mandatory Sinking Fund Installments may be reduced, provided that the amount on deposit in the Sinking Fund Account on August 31 of any year shall not be less than the amount that would have been on deposit on such August 31 if all Mandatory Sinking Fund Installments to and including such date had been made. Pursuant to the Bond Guaranty Programs as described under Section 218 hereof, no later than August 15 of the above years, the Paying Agent shall send notice to the District specifying the amount of the Mandatory Sinking Fund Installment to be paid, after credit of any interest earnings on previous deposits against the amount of the scheduled Mandatory Sinking Fund Installment to be paid. No later than August 15, 2030, the Paying Agent shall send notice to the District of the amount of the Mandatory Sinking Fund Installment to be paid in order to pay the principal amount and accrued interest on the 2013B Bonds on the Maturity Date Sale of Bonds. The Bonds authorized to be issued herein are hereby sold to the Purchaser on the terms and conditions set forth in the Bond Purchase Agreement. The 2013A Bonds are hereby sold to the Purchaser at the purchase price equal to $1,576,605.30, representing the par amount of the 2013A Bonds, plus premium of $91,605.30, less underwriter s discount of $15, The 2013B Bonds are hereby sold to the Purchaser at the purchase price equal to $1,485,000.00, representing the par amount of the 2013B Bonds. RESOLUTION - 13

17 The pricing details of each series of Bonds are as follows: 2013A Bonds: Maturity September 15 Year Amount Maturing Rate% Yield% Price% 2028 $1,095, , B Bonds: Maturity September 15 Year Amount Maturing Rate% Yield% Price% 2030 $1,485, To evidence the acceptance of the Bond Purchase Agreement, the Chair is hereby authorized to execute and deliver, and the Clerk to attest, the Bond Purchase Agreement in the form presented at this meeting. The Chair of the Board of Trustees and the Clerk of the Board are, and each of them is, hereby authorized to do or perform all such acts as may be necessary or advisable to comply with the Bond Purchase Agreement and to carry the same into effect. The final Official Statement of the District for the sale of the Bonds, in substantially the form presented at this meeting, with such changes, omissions, insertions and revisions as the Superintendent and/or Business Manager of the District shall approve, is hereby authorized, and the Superintendent, Business Manager or Chair of the Board of Trustees shall sign such final Official Statement and deliver such final Official Statement to the Purchaser for distribution to prospective purchasers of the Bonds and other interested persons, which signature shall evidence such approval. The use of the Preliminary Official Statement dated July 9, 2013 (the Preliminary Official Statement ), by the Purchaser and the actions of the District, including the certification by the Chair, the Superintendent or the Business Manager of the District as to the deemed finality of the Preliminary Official Statement pursuant to SEC Rule 15c2-12 in connection with the offering of the Bonds are hereby acknowledged, approved and ratified. In order to comply with subsection (b)(5) of SEC Rule 15c2-12, the Purchaser has provided in the Bond Purchase Agreement that it is a condition to delivery of the Bonds that the District shall execute and deliver the Information Reporting Agreement. The Information Reporting Agreement is hereby ratified and approved in all respects and the Chair or Vice-Chair is hereby authorized to execute and deliver the Information Reporting Agreement. Such Information Reporting Agreement shall constitute the District s undertaking for compliance with Rule 15c2-12. RESOLUTION - 14

18 212. Execution of Bonds. The Bonds shall be executed on behalf of the District by the Chair or Vice-Chair of the Board and countersigned by the Clerk of the Board (such signatures being either manual or by facsimile), and the corporate seal of the District, if any, shall be impressed or printed thereon. The certificate of the Treasurer of the Board attached to the Bonds shall be signed, either manually or by facsimile, by the Treasurer of the Board, with the seal of the District impressed or printed thereon. The said officials and each of them are hereby authorized and instructed to execute the Bonds accordingly, and, the use of facsimile signatures of said Chair, Vice-Chair, Treasurer and Clerk and facsimile of the seal of the District on the Bonds, if any, are hereby authorized, approved and adopted as the authorized and authentic execution, countersigning, and sealing, as applicable, of the Bonds by said officials. The Bonds shall then be delivered to the Bond Registrar for manual authentication by it. Only the Bonds as shall bear a certificate of authentication, manually executed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this Bond Resolution, and such certificate of the Bond Registrar shall be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered under, and are entitled to the benefits of, this Bond Resolution and that the Bondholder thereof is entitled to the benefits of this Bond Resolution. The certificate of authentication of the Bond Registrar on any Bond shall be deemed to have been executed by it if (a) such Bond is signed by an authorized officer of the Bond Registrar, provided that it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder or that all of the Bonds hereunder be authenticated by the same Bond Registrar, and (b) the date of registration and authentication of the Bond is inserted in the place provided therefor on the certificate of authentication. The Chair, Vice-Chair and Clerk of the Board are authorized to execute, countersign and seal from time to time, as applicable, in the manner described above, Bonds (the Exchange Bonds ) to be issued and delivered for the purpose of effecting transfers and exchanges of Bonds pursuant to Article III hereof. At the time of the execution, countersigning, and sealing of the Exchange Bonds by the District, the payee, principal amount, maturity date and interest rate shall be in blank. All Exchange Bonds shall be in Authorized Denominations. Upon any transfer or exchange of Bonds pursuant to Article III hereof, the Bond Registrar shall cause to be inserted in appropriate Exchange Bonds the appropriate payee, principal amount, maturity date and interest rate. The Bond Registrar is hereby authorized and directed to hold the Exchange Bonds and to complete, authenticate and deliver the Exchange Bonds for the purpose of effecting transfers and exchanges of Bonds; provided that any Exchange Bonds authenticated and delivered by the Bond Registrar shall bear the same series, maturity date and interest rate as Bonds delivered to the Bond Registrar for exchange or transfer and shall bear the name of such payee as the Bondholder requesting an exchange or transfer shall designate; and provided further that, upon the delivery of any Exchange Bonds by the Bond Registrar a like principal amount of Bonds submitted for transfer or exchange and of like series and having like maturities and interest rates, shall be cancelled. The execution, countersigning and sealing, if applicable, by the District and delivery to the Bond Registrar of any Exchange Bond shall constitute full and due authorization of such Bond containing such payee, maturity date, principal amount, and interest rate as the Bond Registrar shall cause to be inserted, and the Bond Registrar shall thereby be authorized to authenticate and deliver such Exchange Bond in accordance with the provisions hereof. RESOLUTION - 15

19 In case any officer whose signature or a facsimile of whose signature shall appear on any Bond (including any Exchange Bond) shall cease to be such officer before the issuance or delivery of such Bond, such signature or such facsimile nevertheless shall be valid and sufficient for all purposes, the same as if such officer had remained in office until such issuance or delivery, respectively Establishment of Accounts and Funds. (a) The following accounts and funds on the accounting records of the District are hereby created with respect to the Bonds: (1) Bond Account, consisting of subaccounts designated as follows: (i) With respect to the 2013A Bonds, the 2013A Debt Service Account to be held by the District, for deposit of monies to pay principal and interest payments thereon; (ii) With respect to the 2013B Bonds, the 2013B Sinking Fund Account to be held by the Paying Agent for deposit of Mandatory Sinking Fund Installments, and the 2013B Interest Payment Account to be held by the Paying Agent for deposit of Federal Subsidy Payments together with other available funds of the District in amounts sufficient to pay interest on the 2013B Bonds when due. (2) Project Account, consisting of the 2013A Project Subaccount and the 2013B Project Subaccount, to be held by the District. (3) Costs of Issuance Account to be held by the District or Paying Agent. (4) Rebate Fund, to be held by the District. (b) There shall be deposited into the applicable subaccounts under the Bond Account (i) taxes collected pursuant to Section 501 hereof, (ii) funds from the State of Idaho pursuant to Idaho Code Section , (iii) Federal Subsidy Payments with respect to the 2013B Bonds, (iv) such other funds as the District shall designate as irrevocably available to pay principal and interest and/or Mandatory Sinking Fund Installments, as applicable, on the Bonds, and (vi) investment earnings on funds held therein. The District shall make disbursements from the Bond Account in accordance with Sections 404 and 501 hereof. For purposes of investment of funds in the Bond Account, the District may consider funds in the Bond Account not expected to be used to pay principal and interest on the Bonds to be held for the purpose of paying principal and interest on other bonds issued or to be issued by the District or to be used for any lawful purpose of the District. (c) The scheduled Mandatory Sinking Fund Installments under Section 210 hereof shall be deposited into the 2013B Sinking Fund Account for payment of the principal of the 2013B Bonds on their Maturity Date or earlier redemption. The District acknowledges that RESOLUTION - 16

20 earnings on amounts held in the 2013B Sinking Fund Account are subject to yield limitations and may not be invested at a yield in excess of 3.06% per annum, the Permitted Sinking Fund Yield. The Federal Subsidy Payments received by the District pursuant to Section 208 hereof shall be deposited into the Interest Payment Account, together with funds of the District sufficient to pay interest on the 2013B Bonds. (d) There shall be deposited into and disbursed from the subaccounts under the Project Account the moneys referred to in Sections 215(b) and 215(c) hereof. (e) There shall be deposited into the Costs of Issuance Account the moneys referred to in Sections 215(d) and 215(e) hereof. Monies shall be disbursed from the Costs of Issuance Account to pay the costs of issuance by the District or the Paying Agent, on behalf of the District, pursuant to Section 214 or Section 215(d) hereof. On or after August 31, 2013, any moneys remaining in the Costs of Issuance Account shall be transferred to the applicable subaccount of the Bond Account. (f) There shall be deposited into and disbursed from the Rebate Account the sums required under the Code Cost of Issuance Account. Moneys in the Cost of Issuance Account shall be used for the payment of costs of issuance of the Bonds. If held by the Paying Agent, upon delivery of the Bonds, the District shall deliver to the Paying Agent a Written Certificate and Request itemizing the costs of issuance to be paid by the Paying Agent from the Cost of Issuance Account, if any, together with invoices therefor. On or after August 31, 2013, any moneys remaining in the Costs of Issuance Account shall be transferred by the Paying Agent to the District for deposit into the Bond Account Delivery of Bonds; Application of Proceeds. The Treasurer of the District is hereby instructed to make delivery of the Bonds to the Purchaser under the DTC Fast Automated Securities Transfer System and to receive payment therefor in accordance with the terms of the Bond Purchase Agreement and to deposit or use the proceeds of sale as follows: (a) Accrued interest, if any, on the Bonds shall be deposited into the applicable subaccount under the Bond Account. (b) 2013A Bond proceeds in the amount of $1,545,000 will be deposited into the 2013A Project Subaccount to be used to finance a portion of the Project. (c) 2013B Bond proceeds in the amount of $1,455,000 will be deposited into the 2013B Project Subaccount to be used to finance the portion of the Project as to which the District will comply with applicable regulations for QSCBs, including but not limited to Title 40, Chapter 31, United States Code. (d) Bond proceeds from the sale of the Bonds (net of the underwriting fee related to the 2013B Bonds in the amount of $14, which will be retained by the Purchaser) RESOLUTION - 17

21 in the amount authorized by the District prior to the issuance of the Bonds shall be deposited into the Costs of Issuance Account pursuant to Section 213(e) hereto to be used to pay the costs of issuance of the Bonds, or by the Paying Agent, on behalf of the District, pursuant to Sections 214 and 215(e) hereof, all as shall be directed by a Written Certificate and Request of the District. (e) Proceeds from the sale of the 2013A Bonds in the amount of $ will be used by the Paying Agent on behalf of the District to pay the credit enhancement fee with respect to the 2013A Bonds. Available funds of the District in the amount of $ will be provided by the District to the Paying Agent for payment of the credit enhancement fee with respect to the 2013B Bonds Defeasance. (a) If the District shall pay or cause to be paid, or there shall otherwise be paid, to the Bondholders the principal of or redemption price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Bond Resolution, or such Bonds shall have been deemed to have been paid, then the levy of taxes provided in Section 501 hereof and other moneys, securities and funds pledged under this Bond Resolution and all covenants, agreements and other obligations of the District to the Bondholders, shall thereupon cease, terminate and become void and be discharged and satisfied. (b) Bonds or interest installments the payment or redemption of which moneys shall have been set aside and shall be held in trust (through deposit by the District of funds for such payment or redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this section. All outstanding Bonds shall prior to the maturity thereof be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this section if: (1) in case any of said Bonds are to be redeemed on any date prior to their maturity, if applicable, the District shall have given irrevocable instructions to mail to the Bondholders of such Bonds, notice of redemption of such Bonds on said date; (2) there shall have been deposited in escrow with a bank, trust company or suitable depository (the "Defeasance Agent") either (a) moneys in an amount which shall be sufficient, or (b) Defeasance Securities (defined below) (including any Defeasance Securities issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Defeasance Agent at the same time, shall be sufficient, to pay when due the principal or redemption price, as applicable, and interest due and to become due, if applicable, on said Bonds on and prior to the redemption date or maturity date thereof, as the case may be, without adversely affecting the tax status of the Bonds under the Code. In the case of a deposit under clause (b) above, the District will provide to the Defeasance Agent a verification as to the sufficiency of the Defeasance Securities to pay when due the RESOLUTION - 18

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