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HomeMy WebLinkAboutEscrow Deposit Agmt ex c Escrow Deposit Agreement between City of Rexburg Madison County, Idaho and Zions Bancorporation, National Association Dated as of June 22, 2020 TABLE OF CONTENTS Article 1. Definitions and Interpretations. 3 Section 1.1. Definitions. 3 Section 1.2. Other Definitions. 3 Section 1.3. Interpretations. 3 Article 2. Deposit of Funds and Escrowed Securities. 3 Section 2.1. Deposits in the Escrow Fund. 3 Article 3. Creation and Operation of Escrow Fund. 4 Section 3.1. Escrow Fund. 4 Section 3.2. Payment of Principal and Interest. 4 Section 3.3. Sufficiency of Escrow Fund. 4 Section 3.4. Trust Fund. 5 Section 3.5. Security for Cash Balances. 5 Article 4. Limitation on Investments. 5 Section 4.1. Investments. 5 Section 4.2. Substitution of Securities. 5 Article 5. Application of Cash Balances. 6 Section 5.1. In General. 6 Article 6. Redemption of Refunded Note. 6 Section 6.1. Call for Redemption. 6 Section 6.2. Notice of Redemption. 6 Article 7. Records and Reports. 7 Section 7.1. Records. 7 Section 7.2. Reports. 7 Article 8. Concerning the Paying Agents and Escrow Agent 7 Section 8.1. Representations. 7 Section 8.2. Limitation on Liability. 7 Section 8.3. Compensation. 8 Section 8.4. Successor Escrow Agents. 8 Article 9. Miscellaneous 9 Section 9.1. Notice. 9 Section 9.2. Termination of Responsibilities. 10 Section 9.3. Binding Agreement. 10 Section 9.4. Severability. 10 Section 9.5. Idaho Law Governs. 10 Section 9.6. Time of the Essence. 10 Section 9.7. Amendments. 10 Exhibit A - Addresses of the Issuer and Escrow Agent Exhibit B - Description of the Refunded Note Exhibit C - Schedule of Debt Service on Refunded Note Exhibit D - Description of Beginning Cash Deposit (if any) and Escrowed Securities Exhibit E - Escrow Fund Cash Flow ESCROW DEPOSIT AGREEMENT City of Rexburg Madison County, Idaho Wastewater Revenue Refunding Bond, Series 2020 THIS ESCROW AGREEMENT, dated as of June 22, 2020 (herein, together with any amendments or supplements hereto, called the “Agreement”), is entered into by and between City of Rexburg, Madison County, Idaho (herein called the “Issuer”) and Zions Bancorporation, National Association, as escrow agent (herein, together with any successor in such capacity, called the “Escrow Agent”). The notice addresses of the Issuer and the Escrow Agent are shown on Exhibit A attached hereto. WITNESSETH: WHEREAS, the Issuer heretofore has issued and there presently remain outstanding the obligations described in Exhibit “B” attached hereto (the “Refunded Note”); and WHEREAS, pursuant to an Ordinance of the Issuer adopted on May 6, 2020 (the “Authorizing Action”), the Issuer has determined to issue its Wastewater Revenue Refunding Bond, Series 2020, (the “Refunding Bond”) for the purpose of providing funds to pay the costs of (i) paying the interest on the Refunded Note, as the same falls due, through and including September 15, 2020, and (2) paying the principal of the Refunded Note on September 15, 2020 (the “Date Fixed for Redemption”); and WHEREAS, the Escrow Agent has reviewed the Authorizing Action and this Agreement, and is willing to serve as Escrow Agent hereunder; and WHEREAS, Grant Thornton LLP, Certified Public Accountants, have prepared a verification report (the “Verification Report”) relating to the source and use of funds available to accomplish the refunding of the Refunded Note, the investment of such funds, and the adequacy of such funds and investments to provide for the payment of the interest on the Refunded Note as the same falls due and the principal due on the Refunded Note on the Date Fixed for Redemption; and WHEREAS, pursuant to the Authorizing Action, all or a portion of the Refunded Note have been designated for redemption prior to its scheduled maturity dates and, after provision is made for such redemption, the Refunded Note will come due in such years, bear interest at such rates, and be payable at such times and in such amounts as are set forth in Exhibit “C” attached hereto and made a part hereof; and WHEREAS, the Issuer’s Authorizing Action authorizes the Issuer to issue a Refunding Bond and to deposit the proceeds from the sale thereof, and any other available funds or resources, with the Escrow Agent the payment of the interest on the Refunded Note as the same falls due and for the discharge and final payment of the principal of the Refunded Note on the Date Fixed for Redemption; and WHEREAS, the Authorizing Action further authorizes the Issuer to enter into an escrow agreement with the Escrow Agent with respect to the safekeeping, investment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and the Escrow Agent may agree, provided that such deposits may be invested only in direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which may be in book entry form, and which shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payments of interest on the Refunded Note as the same falls due and the principal of the Refunded Note on the Date Fixed for Redemption; and WHEREAS, the Refunding Bond has been duly authorized to be issued, sold, and delivered for the purpose of obtaining the funds required to provide for the payment of interest on the Refunded Note as the same falls due and the principal of the Refunded Note on the Date Fixed for Redemption as shown on Exhibit C attached hereto; and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Bond to the purchaser thereof, certain proceeds of the Refunding Bond, together with certain other available funds of the Issuer, shall be applied to purchase certain direct obligations of the United States of America, hereinafter defined as the “Escrowed Securities,” for deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash balance (if needed) in such Escrow Fund; and WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable at such times and in such amounts so as to provide moneys which, together with cash balances from time to time on deposit in the Escrow Fund, will be sufficient to pay the interest on the Refunded Note as the same falls due and the principal of the Refunded Note on the Date Fixed for Redemption; and WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities, particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the principal corporate trust office of the Escrow Agent; and WHEREAS, the Escrow Agent is a party to this Agreement to acknowledge its acceptance of the terms and provisions hereof; NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of the interest on the Refunded Note as the same falls due and the payment of the principal of the Refunded Note on the Date Fixed for Redemption, the Issuer and the Escrow Agent mutually undertake, promise and agree for themselves and their respective representatives and successors, as follows: Article  Definitions and Interpretations. Section  Definitions. Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them below when they are used in this Agreement: “Cost of Issuance Fund” means the fund by that name created by the Authorizing Action, to be held by the Escrow Agent and administered pursuant to the provisions of this Agreement. “Escrow Fund” means the fund created by this Agreement to be established, held and administered by the Escrow Agent pursuant to the provisions of this Agreement. “Escrowed Securities” means the noncallable Government Obligations described in Exhibit D attached to this Agreement, or cash or other Government Obligations substituted therefor pursuant to Section 4.2 of this Agreement. “Government Obligations” means (a) direct, noncallable United States Treasury Obligations, and (b) United States Treasury Obligations - State and Local Government Series. “Paying Agent” means Zions Bancorporation, National Association, as the paying agent for the Refunded Note. Section  Other Definitions. The terms “Agreement,” “Issuer,” “Escrow Agent,” “Authorizing Action,” “Verification Report,” “Refunded Note,” and “Refunding Bond” when they are used in this Agreement, shall have the meanings assigned to them in the preamble to this Agreement. Section  Interpretations. The titles and headings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Note in accordance with applicable law. Article  Deposit of Funds and Escrowed Securities. Section  Deposits in the Escrow Fund. Concurrently with the sale and delivery of the Refunding Bond the Issuer shall deposit, or cause to be deposited, with the Escrow Agent, for deposit in the Escrow Fund, the funds and Escrowed Securities described in Exhibit D attached hereto, and the Escrow Agent shall, upon the receipt thereof, acknowledge such receipt to the Issuer in writing. Section 2.2 Deposits in the Cost of Issuance Fund. Concurrently with the sale and delivery of the Refunding Bond, the Issuer shall cause to be deposited with the Escrow Agent, for deposit into the Cost of Issuance Fund, such amount as shall be specified in a written certificate of the Issuer, to be utilized by the Escrow Agent in accordance with the Authorizing Action. Any monies remaining in the Cost of Issuance Fund after full and final payment of all costs of issuance of the Bond shall be transferred to the Issuer for deposit into the Bond Fund in accordance with the Authorizing Action and the Cost of Issuance Fund shall be closed. Article  Creation and Operation of Escrow Fund. Section  Escrow Fund. The Escrow Agent has created on its books a special trust fund and irrevocable escrow to be known as the City of Rexburg, Madison County, Idaho Wastewater Revenue Refunding Bond, Series 2020 Escrow Fund (the “Escrow Fund”). The Escrow Agent hereby agrees that upon receipt thereof it will deposit to the credit of the Escrow Fund the funds and the Escrowed Securities described in Exhibit D attached hereto. Such deposit, all proceeds therefrom, and all cash balances from time to time on deposit therein (a) shall be the property of the Escrow Fund, (b) shall be applied only in strict conformity with the terms and conditions of this Agreement, and (c) are hereby irrevocably pledged to the payment of the interest on the Refunded Note as the same falls due and the principal of the Refunded Note on the Date Fixed for Redemption, which payments shall be made by timely transfers of such amounts at such times as are provided for in Section 3.2 hereof. When the final transfers have been made for such payments, any balance then remaining in the Escrow Fund shall be transferred to the Issuer, and the Escrow Agent shall thereupon be discharged from any further duties hereunder. Section  Payment of Principal and Interest. The Escrow Agent is hereby irrevocably instructed to transfer to the Paying Agent from the cash balances from time to time on deposit in the Escrow Fund, the amounts required to pay the interest on the Refunded Note as the same falls due and the principal of the Refunded Note on the Date Fixed for Redemption in the amounts and at the times shown in Exhibit C attached hereto. Section  Sufficiency of Escrow Fund. The Issuer represents that, based upon the information provided in the Verification Report, the successive receipts of the principal of and interest on the Escrowed Securities will assure that the cash balance on deposit from time to time in the Escrow Fund will be at all times sufficient to provide moneys for transfer to the Paying Agent at the times and in the amounts required to pay the interest on the Refunded Note as the same falls due and the principal of the Refunded Note on the Date Fixed for Redemption, all as more fully set forth in Exhibit E attached hereto. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by the Paying Agent to make the payments set forth in Section 3.2 hereof, the Issuer shall timely deposit in the Escrow Fund, from any funds that are lawfully available therefor, additional funds in the amounts required to make such payments. Notice of any such insufficiency shall be given promptly as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer’s failure to make additional deposits thereto. Section  Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund, the Escrowed Securities and all other assets of the Escrow Fund, wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds for the benefit of the owners of the Refunded Note; and a special account thereof shall at all times be maintained on the books of the Escrow Agent. The owners of the Refunded Note shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof, and all other assets of the Escrow Fund to which they are entitled as owners of the Refunded Note. The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer or, except to the extent expressly herein provided, by the Paying Agent. Section  Security for Cash Balances. Cash balances from time to time on deposit in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, be continuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by, the United States of America, having a market value at least equal to such cash balances. Article  Limitation on Investments. Section  Investments. Except for the initial investment in the Escrowed Securities, and except as provided in Section 4.2 hereof, the Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder, or to make substitutions of the Escrowed Securities, or to sell, transfer, or otherwise dispose of the Escrowed Securities. Section  Substitution of Securities. At the written request of the Issuer, and upon compliance with the conditions hereinafter stated, the Escrow Agent shall utilize cash balances in the Escrow Fund, or sell, transfer, otherwise dispose of or request the redemption of the Escrowed Securities and apply the proceeds therefrom to purchase Refunded Note or Government Obligations which do not permit the redemption thereof at the option of the obligor, and in connection therewith the issuer reserves the right to call for redemption prior to maturity any of the Refunded Note to the extent permitted by their authorizing order. The Issuer may, in connection with such transaction, withdraw funds or Escrowed Securities from the Escrow Fund. Any such transaction may be effected by the Escrow Agent only if (a) the Escrow Agent shall have received a written opinion from a nationally recognized firm of certified public accountants that such transaction will not cause the amount of money and securities in the Escrow Fund to be reduced below an amount sufficient to provide for the full and timely payments required hereunder, taking into account any optional redemption of the Refunded Note exercised by the Issuer in connection with such transaction; (b) the Escrow Agent shall have received the unqualified written legal opinion of nationally recognized bond counsel or tax counsel to the effect that such transaction will not cause any of the Refunding Bond or Refunded Note to be an “arbitrage bond” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended or, if applicable, Section 103(c) of the Internal Revenue Code of 1954, as amended and (c) notice of such transaction is provided to the rating agencies, if any, which have rated the Refunded Note. Article  Application of Cash Balances. Section  In General. Except as provided in Section 3.2 and 4.2 hereof, no withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow Fund. Cash balances shall be held by the Escrow Agent as cash and as cash balances as shown on the books and records of the Escrow Agent and shall not be reinvested by the Escrow Agent. Article  Redemption of Refunded Note. Section  Call for Redemption. The Issuer hereby irrevocably calls the Refunded Note maturing on and after September 15, 2021, for redemption on September 15, 2020, which are their earliest redemption dates, as shown in the Verification Report and on Appendix A attached hereto. Section  Notice of Redemption. The Escrow Agent agrees to give notice of the redemption of the Refunded Note maturing on and after September 15, 2021, pursuant to the terms of the Refunded Note. The Escrow Agent hereby acknowledges that provision satisfactory and acceptable to the Escrow Agent has been made for the giving of notice of redemption of the Refunded Note. Article  Records and Reports. Section  Records. The Escrow Agent will keep books of record and account in which complete and accurate entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrowed Securities deposited to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection during business hours and after reasonable notice. Section  Reports. While this Agreement remains in effect, the Escrow Agent annually shall prepare and send to the Issuer a written report summarizing all transactions relating to the Escrow Fund during the preceding year, including, without limitation, credits to the Escrow Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers from the Escrow Fund for payments on the Refunded Note and Refunding Bond or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such period. Article  Concerning the Paying Agents and Escrow Agent Section  Representations. The Escrow Agent hereby represents that it has all necessary power and authority to enter into this Agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder. Section  Limitation on Liability. The liability of the Escrow Agent to transfer funds for the payment of the interest on and principal of the Refunded Note shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, the Escrow Agent shall have no liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligors of the Escrowed Securities to make timely payment thereon, except for the obligation to notify the Issuer promptly of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Bond shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the proceedings authorizing the Refunding Bond or the Refunded Note and is not responsible for nor bound by any of the provisions thereof (except to the extent that the Escrow Agent may be a place of payment and paying agent and/or a paying agent/registrar therefor). In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own action, neglect or default, nor for any loss unless the same shall have been through its negligence or want of good faith. Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with others, with the Escrow Agent’s sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time. Section  Compensation. The Issuer shall pay to the Escrow Agent fees for performing the services hereunder and for the expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement pursuant to the terms of its fee schedule. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses as Escrow Agent or in any other capacity. Section  Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation or law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may be appointed by the owners of a majority in principal amount of the Refunded Note then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such owners or by their duly authorized attorneys-in-fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the owner of any Refunded Note may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. Any successor Escrow Agent shall be a corporation authorized to exercise corporate trust powers, having a combined capital and surplus of at least $25,000,000, and subject to the supervision or examination by federal or state authority. Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties. The obligations assumed by the Escrow Agent pursuant to this Agreement may be transferred by the Escrow Agent to a successor Escrow Agent if (a) the requirements of this Section 8.4 are satisfied; (b) the successor Escrow Agent has assumed all the obligations of the Escrow Agent under this Agreement; and (c) all of the Escrowed Securities and money held by the Escrow Agent pursuant to this Agreement have been duly transferred to such successor Escrow Agent. Article  Miscellaneous Section  Notice. Any notice, authorization, request, or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed to the Issuer or the Escrow Agent at the address shown on Exhibit A attached hereto. The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery. Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten (10) days prior notice thereof. Section  Termination of Responsibilities. Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or responsibilities hereunder to the Issuer, the owners of the Refunded Note or to any other person or persons in connection with this Agreement. Section  Binding Agreement. This Agreement shall be binding upon the Issuer and the Escrow Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the owners of the Refunded Note, the Issuer, the Escrow Agent and their respective successors and legal representatives. Section  Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section  Idaho Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Idaho. Section  Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement. Section  Amendments. This Agreement shall not be amended except to cure any ambiguity or formal defect or omission in this Agreement. No amendment shall be effective unless the same shall be in writing and signed by the parties thereto. No such amendment shall adversely affect the rights of the holders of the Refunding Bond or the Refunded Note. No such amendment shall be made without first receiving written confirmation from the rating agencies, (if any) which have rated the Refunded Note that such administrative changes will not result in a withdrawal or reduction of its rating then assigned to the Refunded Note. If this Agreement is amended, prior written notice and copies of the proposed changes shall be given to the rating agencies which have rated the Refunded Note. EXECUTED as of the date first written above. City of Rexburg Madison County, Idaho Mayor ATTEST: _________________________________ [ S E A L ] City Clerk ZIONS BANCORPORATION, NATIONAL ASSOCIATION, as Escrow Agent Authorized Officer EXHIBIT A Addresses of the Issuer and Escrow Agent Issuer: City of Rexburg 35 N. 1st E. P.O. Box 280 Rexburg, Idaho 83440 Escrow Agent: Anna McCully Zions Bancorporation, National Association Corporate Trust, Zions Bank Division 601 Union Street, Suite 3600 Seattle, WA 98101 EXHIBIT B Description of the Refunded Note City of Rexburg, Madison County, Idaho, Wastewater Revenue Promissory Note, Series 2010, maturing on or after September 15, 2021. The Escrow Fund will be applied to pay the interest on the Refunded Note as the same falls due and the principal due on the Refunded Note on September 15, 2020 (the “Date Fixed for Redemption”). EXHIBIT C Schedule of Interest and Principal Due on Refunded Note Date Payable Principal Interest  09/15/2020     EXHIBIT D Escrow Deposit I. Cash $ II. U.S. Government Securities, Type of Securities Maturity Date  Par Amount  Yield                       Total Purchase Price: $ EXHIBIT E Escrow Fund Cash Flow [See Exhibit A of Verification Report of Grant Thornton LLP, Document No. ___ of this Transcript.]