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HomeMy Public PortalAboutRES-CC-2003-23Moab, Utah October 14, 2003 The City Council of the City of Moab, Grand County, Utah (the "Issuer"), met m regular session on October 14, 2003, at its regular meeting place in Moab, Utah, at 7 00 p m with the following members present Dave Saknson Mayor Gregg W Stuck' Councilmember Kirstin Peterson Councilmember Rob Sweeten Councilmember Jeffery Davis Councilmember Kyle D Bailey Councilmember Also present Rachel Ellison City Recorder Absent After the meeting had been duly called to order and after other matters not pertinent to this resolution had been discussed, the City Recorder presented to the Council a Certificate of Compliance With Open Meeting Law with respect to this October 14, 2003 meeting, a copy of which is attached hereto as Exhibit A The City Recorder notified the City Council that the Notice of Public Heanng and Bonds to Be Issued calling a public heanng on October 14, 2003, at 7 00 p m at the City offices m Moab, Utah, to receive input from the public with respect to the issuance by the Issuer of its Sales Tax Revenue Bonds, Senes 2003 in an amount not to exceed $2,050,000 (the "Scnes 2003 Bonds"), had been published in the Times Independent, a newspaper of general circulation in the Issuer, said notice having been published two times, once dunng each week for two consecutive weeks, the first publication being not less than fourteen (14) days pnor to October 14, 2003, and that the affidavits of publishing said Notice with a copy of the Notice as published were duly filed m the City Recorder's office, and that a copy of the resolution authonzing said Notices have been on file in the City Recorder's office dunng all regular office hours from September 23, 2003, for the exammation of any interested parties UT_DOCS_A #1139393 v2 PUBLIC HEARING Thereafter, the Mayor of the Issuer announced the commencement of the public hearing pursuant to the published Notice of Public Heanng and Bonds to Be Issued An invitation to speak was extended to any person wishing to be heard concerning the Senes 2003 Bonds The City Council then heard from the following persons whose comments arc bnefly summarized below See attached Schedule 2 for Public Heanng Minutes The public heanng was then closed and the City Council determined that fewer than the required amount of wntten petitions of register voters had been filed and considered the issuance of the Senes 2003 Bonds UT DOCS_A #1139393 v2 2 Thereupon, the following resolution was introduced in wntten form, discussed in full, and pursuant to motion made by Councilmember Davis and seconded by Councilmember Sweeten , adopted by the following vote AYE NAY Councilmember Bailey Councilmember Davis Councilmember Peterson Councilmember Stucki Councilmember Sweeten UT DOCS A #1139393 v2 3 RESOLUTION NO 23-2003 A RESOLUTION AUTHORIZING THE ISSUANCE AND CONFIRMING THE SALE OF SALES TAX REVENUE BONDS, SERIES 2003 IN AN AGGREGATE PRINCIPAL AMOUNT OF S2,050,000 (THE "SERIES 2003 BONDS") OF THE CITY OF MOAB, GRAND COUNTY, UTAH (THE "ISSUER"), FOR THE PURPOSE OF FINANCING THE RENOVATION OF AN EXISTING BUILDING TO SERVE AS THE NEW CITY HALL AND RELATED IMPROVEMENTS AND PAYING THE COSTS OF ISSUNG SAID SERIES 2003 BONDS, PRESCRIBNG THE FORM OF THE SERIES 2003 BONDS TO BE ISSUED, THE TERMS AND CONDITIONS OF ISSUANCE AND RETIREMENT AND THE SECURITY THEREFOR, PROVIDING FOR THE COLLECTION, HANDLING AND DISPOSITION OF CERTAIN SALES TAX REVENUES OF THE ISSUER PLEDGED FOR THE PAYMENT OF SAID BONDS, AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANS ACTIONS CONTEMPLATED BY THIS BOND RESOLUTION, AND RELATED MATTERS WHEREAS, the Utah Municipal Bond Act, Title 11, Chapter 14, Utah Code Annotated 1953, as amended, authonzes the issuance of nonvoted excise tax revenue bonds payable solely from the excise tax revenues of cities, towns or counties, levied and collected by the said govemment entity or levied by the State of Utah and rebated pursuant to law, and WHEREAS, the City Council (the "City Council") of the City of Moab, Grand County, Utah (the "Issuer"), desires to renovate an existing building to serve as a new city hall and related improvements (the "Project), the cost thereof to be paid, through the issuance of its Sales Tax Revenue Bonds, Series 2003 (the "Senes 2003 Bonds"), and WHEREAS, based upon the information available to the Issuer, the excise taxes of the Issuer to be pledged will produce sufficient Revenues (as herein defined) to pay the debt service on the Senes 2003 Bonds, and WHEREAS, the Series 2003 Bonds and all bonds issued on a panty therewith shall not at any one time exceed an amount for which the average annual installments of principal and Interest will exceed 80% of the Issuer's Revenues, as defined herein, from the collection or rebate of Sales Tax revenues received by the Issuer dunng its fiscal year immediately preceding the fiscal year in which this Resolution is adopted, and WHEREAS, the State of Utah acting through the Permanent Community Impact Fund Board (the "Community Impact Board") has offered to purchase the Senes 2003 Bonds at par in the total pnncipal amount of $2,050,000 and bearing Interest at the rate of two and one-half percent (2 5%) per annum on the unpaid pnncipal amount thereof, and UT_DOCS_A #1139393 v2 4 WHEREAS, the Issuer desires to accept the offer of the Community Impact Board and to confirm the sale of the Series 2003 Bonds to the Community Impact Board NOW, THEREFORE, it is hereby resolved by the City Council of the City of Moab, Grand County, Utah, as follows UT_DOCS_A #1139393 v2 5 ARTICLE I DEFINITIONS Section 1 1 Definitions As used in this Resolution, the following teens shall have the following meanings unless the context otherwise clearly indicates "Annual Debt Service" means the total requirement of pnncipal, interest and premium payments, if any, to be paid by the Issuer during any Sinking Fund Year on the Issuer's outstanding Series 2003 Bonds or other forms of indebtedness issued on a panty with the Series 2003 Bonds "Average Annual Debt Service" means the sum total of the Annual Debt Service for all Sinking Fund Years divided by the total number of Sinking Fund Years dunng which any of the Serves 2003 Bonds will remain outstanding "Bondholder," "Registered Owner" or "Owner" means the registered owner of any bonds herein authonzed "Business Day" means a day on which banking business is transacted, but not including any day on which banks are authonzed to be closed within the boundanes of the Issuer "Community Impact Board" means the State of Utah Permanent Community Impact Fund Board, or any successor thereof "Code" means the Internal Revenue Code of 1986, as amended "Dated Date" means the initial delivery date of the Senes 2003 Bonds "Default" and "Event of Default" mean with respect to any default or event of default under this Resolution any occurrence or event specified in and defined by Section 51 hereof "Depository Bank" means a "Qualified Depository' as defined in the State Money Management Act of 1974, Title 51, Chapter 7, Utah Code Annotated, 1953, as amended, selected by the Issuer to receive deposits for the Revenue Fund as herein descnbed, the deposits of which Bank shall be insured by the Federal Deposit Insurance Corporation "Escrow Account" means an account to be held in escrow by the Escrow Agent pursuant to the Escrow Agreement, said account to be used for the purpose of depositing the proceeds of the sale of the Senes 2003 Bonds and accounting for said proceeds pursuant to the terms of the Escrow Agreement "Escrow Agent" means the Utah State Treasurer, Salt Lake City, Utah, who shall so act pursuant to the terms of the Escrow Agreement UT_DOCS_A #1139393 v2 6 "Escrow Agreement" means the agreement entered into among the Issuer, the Community Impact Board and the Escrow Agent on the date of delivery of the Senes 2003 Bonds "Exchange Bonds" means the fully registered Senes 2003 Bonds issued in substantially the form set forth m Exhibit C, in exchange for the State Bonds representing the Senes 2003 Bonds or in exchange for other Exchange Bonds, in the denomination of $1,000 or any integral multiple thereof "Fully Registered Bond" means any single Fully Registered Bond in the denomination(s) equal to the aggregate pnncipal amount of the applicable Senes 2003 Bonds authorized herein "Governing Body" means the City Council of the Issuer "Issuer" means the City of Moab, Grand County, Utah, or any successor entity "Paying Agent" means the person or persons authonzed by the Issuer to pay the pnncipal of and interest on the Senes 2003 Bonds on behalf of the Issuer The initial paying agent for the Senes 2003 Bonds is the City Recorder of the Issuer "Project" means the renovation of an existing building to serve as the new city hall and related improvements "Registrar" means the person or persons authonzed by the Issuer to maintain the registration books with respect to the Senes 2003 Bonds on behalf of the Issuer The initial Registrar for the Senes 2003 Bonds is the City Recorder of the Issuer "Resolution" means collectively this resolution adopted by the Issuer on October 14, 2003, authonzing the sale and issuance of Senes 2003 Bonds, as from time to time amended and supplemented, and the parameters resolution adopted by the Issuer on September 23, 2003 "Revenues" means 100% of the Local Sales and Use Taxes received by the Issuer pursuant to Title 59, Chapter 12, Part 2, Utah Code Annotated 1953, as amended, as authonzed by the Issuer's Ordinance No 90-04 adopted by the Issuer on March 20, 1990 "Senes 2003 Bonds" means Issuer's Sales Tax Revenue Bonds, Senes 2003 in the total pnncipal amount of $2,050,000 beanng interest at two and one-half percent (2 5%) per annum on the unpaid pnncipal amount "Sinking Fund Year" means the 12-month penod beginning July 1 of each year and ending June 30 of the following year, except that the first Sinking Fund Year will begin on the delivery date of the Senes 2003 Bonds and will end on the following June 30 "State" means the State of Utah UT_DOCS_A #1139393 v2 7 "State Bonds" means the fully registered Senes 2003 Bonds issued 1n substantially the form set forth m Exlublt B m the denominations equal to the aggregate pnncipal amount of the Senes 2003 Bonds UT DOCS A #1139393 v2 8 ARTICLE II ISSUANCE OF SERIES 2003 BONDS Section 2 l Pnncipal Amount, Designation, Senes and Interest Rate The Senes 2003 Bonds are hereby authonzed for issuance for the purpose of providmg funds to (i) renovate the Project, and (n) pay costs incurred in connection with the issuance of the Senes 2003 Bonds The Senes 2003 Bonds shall be limited to $2,050,000 in aggregate pnncipal amount, shall be issued (i) if issued as a State Bond(s), in the form set forth m Exhibit B and (n) if issued as Exchange Bonds, in the form set forth m Exhibit C, m fully registered form and shall bear interest from October 1, 2004, at the rate of two and one-half percent (2 5%) on the unpaid balance of the pnncipal sum If issued as Exchange Bonds, the Senes 2003 Bonds shall be in the denomination of $1,000 or any integral multiple thereof The Senes 2003 Bonds shall be numbered from one (1) consecutively upward in order of delivery by the Registrar The Senes 2003 Bonds shall be designated as, and shall be distinguished from the bonds of all other senes by the title, "The City of Moab, Grand County, Utah Sales Tax Revenue Bonds, Senes 2003" Section 2 2 Date and Matunties The Senes 2003 Bonds shall be dated as of their date of delivery, shall be in the denomination of $1,000 or any integral multiple thereof, and shall be paid as provided in this Section 2 2 The Senes 2003 Bonds shall be initially issued as a single fully registered State Bond Except as provided in the next succeeding paragraph, pnncipal payments, whether at matunty or by redemption, shall be payable upon presentation of the applicable Senes 2003 Bond at the offices of the Paying Agent for endorsement or surrender, or of any successor Paying Agent Payment of interest shall be made to the Registered Owner thereof and shall be paid by check or draft mailed to the Registered Owner thereof at his address as it appears on the registration books of the Issuer maintained by the Registrar or at such other address as is famished to the Registrar in wnting by such Registered Owner All payments shall be made in any coin or currency which on the date of payment is legal tender for the payment of debts due the United States of Amenca So long as the Community Impact Board is the Registered Owner of the Senes 2003 Bonds, payments of pnncipal and interest shall be made by check or draft and mailed to the Community Impact Board as the Registered Owner at the address shown on the registration books maintained by the City Recorder The Issuer shall make the pnncipal payments stated for each year, together with accrued but unpaid interest, on the total pnncipal sum outstanding with interest accruing from October 1, 2004, payable beginning October 1, 2005, and continuing on each October 1 thereafter until the total pnncipal sum shall be paid in full, as follows UT_DOCS_A #1139393 J2 9 October 1 Pnnclpal Matunng October 1 Pnncipal Matunng 2005 $60,000 2018 $83,000 2006 62,000 2019 85,000 2007 63,000 2020 87,000 2008 65,000 2021 89,000 2009 66,000 2022 91,000 2010 68,000 2023 94,000 2011 70,000 2024 96,000 2012 71,000 2025 98,000 2013 73,000 2026 100,000 2014 75,000 2027 103,000 2015 77,000 2028 106,000 2016 79,000 2029 108,000 2017 81,000 Section 2 3 Optional Redemption and Redemption Pnces Each pnncipal payment of the Senes 2003 Bond 1s subject to prepayment and redemption at any time, in whole or 1n part (if m part, in integral multiples of $1,000), at the election of the Issuer, in inverse order of the pnncipal payment dates thereof, and by lot selected by the Issuer if less than all of the Senes 2003 Bonds of a particular pnncipal payment date are to be redeemed, upon notice as provided in Section 2 4 hereof with respect to Exchange Bonds, and upon at least thirty (30) days' pnor wntten notice of the amount of prepayment and the date scheduled for prepayment to the Community Impact Board with respect to the Senes 2003 Bonds, and at a redemption pnce equal to 100% of the pnnemal amount to be prepaid or redeemed, plus accrued interest, if any, to the date of redemption Section 2 4 Notice of Redemption for Exchange Bonds (a) In the event any of the Exchange Bonds are to be redeemed, the Registrar shall cause notice to be given as provided in this Section 2 4 Notice of such redemption shall be mailed by first class mail, postage prepaid, to all Registered owners of Exchange Bonds to be redeemed at their addresses as they appear on the registration books of the Registrar at least thirty (30) days but not more than forty-five (45) days pnor to the date fixed for redemption Such notice shall state the following information 0) the complete official name of the Exchange Bonds, including serves, to be redeemed, the identification numbers of the Exchange Bonds being redeemed, (n) any other descriptive information needed to identify accurately the Exchange Bonds being redeemed, including, but not limited to, the ongmal issue date of such Exchange Bonds, UT_DOCS A #1139393 v2 10 (m) in the case of partial redemption of any Exchange Bonds, the respective pnncipal amounts thereof to be redeemed, (iv) the date of mailing of redemption notices and the redemption date, (v) the redemption pnce, (vi) that on the redemption date the redemption pnce will become due and payable upon each such Exchange Bond or portion thereof called for redemption, and (vn) the place where such Exchange Bonds are to be surrendered for payment of the redemption pnce, designating the name and address of the redemption agent with the name of a contact person and telephone number (b) Upon the payment of the redemption pnce of Exchange Bonds being redeemed, each check or other transfer of funds issued for such purpose shall identify the Exchange Bonds being redeemed with the proceeds of such check or other transfer (c) The Registrar shall not give notice of such a redemption until there are on deposit with the Paying Agent sufficient funds for the payment of the redemption pnce Notice of redemption shall be given, not more than forty-five (45) days nor less than thirty (30) days pnor to the redemption date, to registered owners of the Exchange Bonds, or portions thereof, to be redeemed A second notice of redemption shall be given, not later than ninety (90) days subsequent to the redemption date, to registered owners of Exchange Bonds or portions thereof redeemed but who failed to deliver Senes 2003 Bonds for redemption pnor to the 60th day following such redemption date Any notice mailed shall be conclusively presumed to have been duly given, whether or not the Registered Owner of such Series 2003 Bonds receives the notice Receipt of such notice, shall not be a condition precedent to such redemption, and failure so to receive any such notice by any of such registered owners shall not affect the validity of the proceedings for the redemption of the Senes 2003 Bonds In case any Exchange Bond is to be redeemed in part only, the notice of redemption which relates to such Exchange Bond shall state also that on or after the redemption date, upon surrender of such Senes 2003 Bond, a new Senes 2003 Bond in principal amount equal to the unredeemed portion of such Senes 2003 Bond will be issued Section 2 5 Execution and Delivery of the Senes 2003 Bonds The Mayor is hereby authonzed to execute by manual or facsimile signature the Senes 2003 Bonds and the City Recorder to countersign by manual or facsimile signature the Senes 2003 Bonds UT_DOCS_A #1139393 v2 1 1 and to have impnnted, engraved, lithographed, stamped or otherwise placed on the Senes 2003 Bonds the official seal of the Issuer The City Recorder is hereby authonzed to deliver to the Community Impact Board the Senes 2003 Bonds upon payment to the Issuer of the proceeds of the Senes 2003 Bonds Section 2 6 Delinquent Payment Payments of pnncipal and/or interest on the Senes 2003 Bonds which are delinquent from the due date thereof shall draw interest at the rate of eighteen percent (18%) per annum on the delmquent payment from said due date until paid in full Section 2 7 Exchange of Senes 2003 Bonds As long as the Community Impact Board is the sole Registered Owner of the Senes 2003 Bonds, the Senes 2003 Bonds shall be issued only as the Senes 2003 Bonds in the form prescnbed in Exhibit B It is recognized that the Community Impact Board may sell or otherwise transfer the Senes 2003 Bonds pursuant to the provisions of the State Financing Consolidation Act, Title 63, Chapter 65, Utah Code Annotated 1953, as amended, or otherwise In the event the Community Impact Board determines to sell or otherwise transfer all or a portion of the Senes 2003 Bonds pursuant to the State Financing Consolidation Act, or otherwise, the Senes 2003 Bonds shall be exchanged at the office of the Paying Agent for a like aggregate pnncipal amount of Exchange Bonds in accordance with the provisions of this Section 2 7 and Section 3 1 hereof Exchange Bonds may thereafter be exchanged from time to time for other Exchange Bonds in accordance with Section 3 1 hereof Any Senes 2003 Bond, or any portion thereof, which is sold or otherwise transferred or liquidated by the Community Impact Board pursuant to the State Financing Consolidation Act, or otherwise, shall be in the form of an Exchange Bond prescnbed in Exhibit C, and shall be executed pursuant to authonzation contained in Section 2 5 hereof Each pnncipal payment on the Senes 2003 Bonds not previously paid or cancelled shall be represented by an equivalent pnncipal amount of Exchange Bonds, in authonzed denominations, and of like matunty The Issuer and its officers shall execute and deliver such documents and perform such acts as may reasonably be required by the Issuer to accomplish the exchange of the Senes 2003 Bonds for Exchange Bonds, provided that the Community Impact Board shall pay or cause to be paid all costs and other charges incident to such exchange and the Issuer shall have no obligation to pay any such costs or charges UT_DOCS A#1139393v2 12 ARTICLE III REGISTRATION, PAYMENT, AND FLOW OF FUNDS Section 3 1 Execution of and Registration of Senes 2003 Bonds, Persons Treated as Owners The Senes 2003 Bonds shall be signed by the Issuer and the Issuer shall cause books for the registration and for the transfer of the Senes 2003 Bonds to be kept by the City Recorder who is hereby appointed the Registrar of the Issuer with respect to the Series 2003 Bonds Any Senes 2003 Bond may, in accordance with its terns, be transferred only upon the registration books kept by the Registrar, by the person in whose name it is registered, in person or by lus duly authonzed attorney, upon surrender of such Senes 2003 Bond for cancellation, accompanied by delivery of a wntten instrument of transfer in a form approved by the Registrar, duly executed No transfer shall be effective until entered on the registration books kept by the Registrar Upon surrender for transfer of any Senes 2003 Bond duly endorsed by, or accompamed by a wntten instrument or instruments of transfer in fonn satisfactory to the Registrar and duly executed by, the Registered Owner or his attorney duly authonzed in wnting, the Issuer shall execute and deliver in the name of the transferee or transferees, a new Senes 2003 Bond or Bonds of the same matunty and senes for a like aggregate pnncipal amount as the Senes 2003 Bond surrendered for transfer Senes 2003 Bonds may be exchanged at the office of the Registrar for a like aggregate pnncipal amount of Senes 2003 Bonds of the same series or other authonzed denominations and the same matunty The execution by the Issuer of any Senes 2003 Bond of any authonzed denomination shall constitute full and due authonzation of such denomination, and the Registrar shall thereby be authorized to deliver such Senes 2003 Bond The Registrar shall not be required to transfer or exchange any Exchange Bond at any time following the mailing of notice calling such Senes 2003 Bond for redemption Senes 2003 Bonds surrendered for payment, redemption or exchange, shall be promptly cancelled and destroyed by the Issuer The Issuer, the Registrar and the Paying Agent may treat and consider the person in whose name each Senes 2003 Bond is registered on the registration books kept by the Registrar as the holder and absolute owner thereof for the purpose of receiving payment of, or on account of, the principal or redemption puce thereof and for all other purposes whatsoever, and neither the Issuer, nor the Registrar nor the Paying Agent shall be affected by any notice to the contrary Payment of any Senes 2003 Bond shall be made only to or upon order of the Registered Owner thereof or his legal representative, but such registration may be changed as heremabove provided All such payments shall be valid and effectual to satisfy and discharge the liability upon such Senes 2003 Bond to the extent of the sum or sums so paid The Issuer may require the payment by the Registered Owner requesting exchange or transfer of Senes 2003 Bonds of any tax or other governmental charge and any service charge which are required to be paid with respect to such exchange or transfer and such charges shall be paid before such new Senes 2003 Bond shall be delivered UT_DOCS A #1139393 v2 13 Section 3 2 Deposit of Bond Proceeds The proceeds from the sale of the Senes 2003 Bonds shall be deposited upon delivery in the Escrow Account and shall be disbursed pursuant to the provisions of the Escrow Agreement All monies deposited in the Escrow Account shall be used solely for the purpose of defraying all or a portion of the costs of the Project including the payment of costs of issuance of the Senes 2003 Bonds Any unexpended balance of the proceeds from the sale of the Senes 2003 Bonds remaining in the Escrow Account after completion of the Project shall be paid immediately into the "City of Moab, Utah Sales Tax Revenue Bond Sinlung Fund Account," hereinafter referred to herem as the "Sinking Fund" established hereunder, and shall be used only for the prepayment of the Senes 2003 Bonds Pnncipal and interest last to become due shall be prepaid fast, and in the event less than all of the pnncipal amount of the Senes 2003 Bonds matunng on the last due date are to be redeemed, the Issuer shall by lot select those Senes 2003 Bonds to be prepaid Proceeds from the sale of the Senes 2003 Bonds on deposit in the Escrow Account may, at the discretion of the Issuer, be Invested by the Escrow Agent as provided in the Escrow Agreement Followmg the transfer of unexpended funds from the Escrow Account to the Bond Account, the Escrow Account will be closed Section 3 3 The Senes 2003 Bonds Constttute Special Limited Obligations Notwithstanding anything in this Bond Resolution elsewhere contained, the pnncipal and interest on the Senes 2003 Bonds shall be payable out of 100% of the Revenues, and in no event shall the Senes 2003 Bonds be deemed or construed to be a general indebtedness of the Issuer or payable from any funds of the Issuer other than Revenues The Issuer may, in its sole discretion, but without obligation and subject to the Constitution, laws, and budgetary requirements of the State of Utah, make available properly budgeted and legally available funds to defray any insufficiency of Revenues to pay the Senes 2003 Bonds, provided however, the Issuer has not covenanted and cannot covenant to make said funds available and has not pledged any of such funds for such purpose Section 3 4 Flow of Funds for the Senes 2003 Bonds From and after the earlier of the delivery date of the Senes 2003 Bonds, and until all the Senes 2003 Bonds have been fully paid, the Revenues shall be set aside into the City of Moab Sales Tax Revenue Fund (the "Revenue Fund"), established hereunder, to be held by the Depository Bank The Issuer will thereafter make accounting allocations of the funds deposited in said Revenue Fund for the followmg purposes and in the following pnonty (a) Revenues m the Revenue Fund shall be allocated to the Sinking Fund established hereunder (i) Of the amounts allocated to the Sinking Fund there shall be allocated the following amounts to a subaccount established on the books of the Issuer known as the "Bond Account" such amounts as will assure, to the extent of the availability of Revenues, the prompt payment of the pnncipal and interest on the Senes 2003 Bonds and all bonds issued on a panty therewith, as shall become due The amount to be so set aside with UT DOCS_A #1139393 v2 14 respect to the Senes 2003 Bonds shall, as nearly as may be practicable, be set aside and allocated to the Bond Account monthly, on or before the tenth day of each month, beginning October 10, 2004, and shall equal 1/12 of the Interest next falling due on the Senes 2003 Bonds and 1/12 of the amount of the pnncipal on the payment next due on the Senes 2003 Bonds, and (n) Of the amounts allocated to the Sinking Fund after there shall have been allocated the amounts required to be allocated under (i) above, there shall be allocated monthly payments of S1,553 plus such amount as may be required to meet any monthly installment to the Reserve Account called the Reserve Account—Senes 2003 not theretofore made In whole or in part, such allocation shall continue until there shall have been accumulated in the Reserve Account—Senes 2003 an amount equal to $111,750 Amounts allocated to the Reserve Account - Senes 2003 shall be used to pay the pnncipal and interest falling due on the Senes 2003 Bonds at any time when there are insufficient funds In the Bond Account to pay the same, but pending such use may be invested as hereafter provided When the Reserve Account - Senes 2003 has been accumulated as in this paragraph provided, no further allocations to said Reserve Account need be made unless payments from said Reserve Account has reduced below the amounts required by this paragraph, in which event allocations shall be resumed until such deficiency has been remedied, and (b) All remaining funds, If any, In the Revenue Fund after all of the payments required to be made into the Bond Account and Reserve Account referenced herein have been made, may be used by the Issuer for any lawful purpose (c) If at any time, the Revenues of the Issuer shall be Insufficient to make any payment to any of the above funds or accounts on the date or dates specified, the Issuer shall make good the amount of such deficiency by making additional payments out of the first available Revenues thereafter received by the Issuer Section 3 5 Investment of Funds Any funds allocated to the Bond Account and the Reserve Account may, at the discretion of the Issuer, be Invested in accordance with the State Money Management Act All income denved from the investment of the funds Of the Bond Account shall be maintained In said funds and disbursed along with the other moneys on deposit therein as herein provided All Income denved from the Investment of the Reserve Account shall at the end of each Sinking Fund Year be transferred by the Issuer to the Bond Account so long as the Reserve Account-Senes 2003 has funds equaling $111,750 Should the Reserve Account—Senes 2003 have less than $111,750, then said Income shall be maintained In the Reserve Account—Senes 2003 until total deposits In the Account equals S111,750 There shall not be required to be In the Bond Account and the Reserve Account at any time more than the total amount required to pay the total pnnclpal outstanding of the Senes 2003 Bonds Whenever the UT DOCS A X1139393 Nt 15 money in the Bond Account and the Reserve Account equal the total pnnelpal amount of the Senes 2003 Bonds, the money m said Account shall be used to prepay all of such Bonds UT_DOCS_A #1139393 v2 16 ARTICLE IV GENERAL COVENANTS Section 4 1 General Covenants The Issuer hereby covenants and agrees with each and every holder of the Senes 2003 Bonds issued hereunder the followmg (a) While any of the Senes 2003 Bonds remain outstandmg and unpaid, any resolution or other enactment of the Governing Body of the Issuer, applying the Revenues for the payment of the Senes 2003 Bonds shall be irrevocable until the Senes 2003 Bonds have been paid in full, and shall not be subject to amendment or modification in any manner which would impair the nghts of the holders of the Senes 2003 Bonds or wluch would in any way jeopardize the timely payment of pnncipal when due (b) The average annual installments of pnnc►pal and interest on the Senes 2003 Bonds and any bonds issued on a panty will not at any one time exceed 80% of the total amount of the total with Revenues received by the Issuer dunng the Smiting Fund Year Immediately preceding the Smkmg Fund Year to wluch this Bond Resolution Is adopted (c) So long as any Senes 2003 Bonds remain outstanding, proper books of record and account will be kept by the Issuer separate and apart from all other records and accounts, showing complete And correct entries of all transactions relatmg to the receipt and use of the Revenues Each Bondholder or any duly authonzed agent or agents of such holder shall have the nght at all reasonable times to inspect all records, accounts and data relating thereto Except as otherwise provided herein, the Issuer further agrees that It will witlun one hundred eighty (180) days following the close of each Sinking Fund Year cause an audit of such books and accounts to be made by an independent fine of certified public accountants, showing the receipts and disbursements for account of Revenues, and that such audit will be available for Inspection by the Bondholder, provided, however, dunng such penods of time as the Community Impact Board Is the Registered Owner of the State Bonds, each such audit will be supplied to the Commumty Impact Board as soon as completed without pnor request therefor by the Community Impact Board Each such audit, In addition to whatever matters may be thought proper by the accountant to be included therein, shall include the following (i) A statement in detail of the income and expenditures of Revenues for such Sinking Fund Year, (n) A balance sheet as of the end of such Sinking Fund Year, (m) The accountant's comments regarding the manner in which the Issuer has tamed out the requirements of this Bond Resolution, and the accountant's recommendations for any change or improvement, and UT_DOCS A *1139393 v2 17 (iv) An analysis of all funds and accounts created in this Bond Resolution, setting out all deposits and disbursements made dunng the Sinking Fund Year and the amount in each fund or account at the end of the Striking Fund Year The Bondholder may, upon wntten request from the Issuer setting forth the reasons why a certified audit is not necessary or is impractical, waive the audit requirements for any particular Sinking Fund Year set forth in this Subsechon 4 1(c), provided, however, that such waiver shall not apply to the reporting requirements of the Issuer set forth in Subsection 4 l(e) herein (d) In addition to the reporting requirements set forth in Subsection 41(c) above, the Issuer shall submit to the Community Impact Board within one hundred eighty (180) days following the close of each Sinking Fund Year, a summary report substantially in the form as provided by the Community Impact Board to the Issuer upon purchase of the Senes 2003 Bonds If a Bondholder is other than the Commumty Impact Board, the Issuer agrees to furnish a copy of such information to such Bondholder at its request after the close of each Sinking Fund Year Any Bondholder shall have the nght to discuss with the accountant compiling such information the contents thereof and to ask for such addihonal information as it may reasonably require (e) Upon request, the Issuer will furnish to the Bondholder financial statements and other information relating to the issuer and its Revenues as it may from time to time reasonably require (f) The Issuer will carry insurance, including, but not limited to, workmen's compensation insurance and public liability insurance, in such amounts and to such extent as is normally camed by similar governmental enhhes (g) The Bondholder shall have the nght at all reasonable times to inspect the Project, and all records, accounts and data of the Issuer relating thereto, and upon request, the Issuer will furnish to it financial statements and other information relating to the Issuer and the Project as it may from time to time reasonably require (h) Every officer, agent or employee of the Issuer having custody or control of any of the Revenues or of the proceeds of the Senes 2003 Bonds shall be bonded by a responsible corporate surety in an amount not less than twice the maximum annual debt service for the Senes 2003 Bonds (i) The Issuer shall commence and complete the acquisition and construction of the Project with all practical dispatch and will cause all construction to be effected in a sound and economical manner UT_DOCS_A #1139393 v2 18 (1) The Issuer will from time to time duly pay and discharge or cause to be paid all taxes, assessments and other governmental charges, if any, lawfully imposed upon the Project or any part thereof or upon the Revenues, as well as any lawful claims for labor, matenals or supplies which if unpaid might by law become a lien or charge upon the PrQlect or the Revenues or any part thereof or which might impair the security of the Senes 2003 Bonds, except when the issuer in good faith contests its liability to pay the same (k) All payments falling due on the Senes 2003 Bonds shall be made to the Bondholder thereof at par and all charges made by the Depository Bank for its services shall be paid by the Issuer (1) The Issuer will mamtam its corporate identity, will make no attempt to cause its corporate existence to be abolished and will resist all attempts by other municipal corporations to annex all or any part of the temtory now or hereafter m the Issuer or served by the Project (m) The Issuer will file or cause to be filed with the Internal Revenue Service Center, Ogden, Utah 84201, on or before the fifteenth day of the second calendar month after the close of the calendar quarter in which the Senes 2003 Bonds are issued, a Form 8038-G, Information Return for Tax -Exempt Governmental Bond Issues, with respect to the Senes 2003 Bonds (n) The Issuer further covenants and agrees to and for the benefit of the registered owners of the Senes 2003 Bonds that the Issuer (i) will not take any action that would cause interest on the Senes 2003 Bonds to become includible in gross income for purposes of federal income taxation, (n) will not omit to take or cause to be taken, in timely manner, any action, which omission would cause the interest on the Senes 2003 Bonds to become includible in gross income for purposes of federal income taxation and (m) will, to the extent possible, comply with any other requirements of federal tax law applicable to the Senes 2003 Bonds in order to preserve the exclusion from gross income for purposes of federal income taxation of interest on such Senes 2003 Bonds (o) The Mayor and City Recorder of the issuer are hereby authonzed and directed to execute such certificates as shall be necessary to establish that the Senes 2003 Bond is not an "arbitrage bond" within the meaning of Section 148 of the Code and the regulations promulgated or proposed in relation thereto The Issuer covenants and certifies to and for the benefit of the Registered Owners of the Senes 2003 Bonds that no use will be made of the proceeds from the issue and sale of the Senes 2003 Bonds, or any funds or accounts of the Issuer which may be deemed to be gross proceeds of the Series 2003 Bonds, pursuant to Section 148 of the Code and applicable regulations (proposed or promulgated) which use, if it had been reasonably expected on the date of issuance of the Senes 2003 Bonds, would have caused the Senes 2003 Bonds to be classified as "arbitrage bonds" within the meaning of Section 148 of the Code Pursnant to this covenant, the Issuer obligates itself to comply throughout the term of the Senes 2003 Bonds UT_DOCS_A #1139393 J2 19 with the requirements of Section 148 of the Code and the regulations proposed or promulgated with respect thereto Sechon 4 2 Covenant of State of Utah In accordance with Sechon 11-14- 17 5(3), Utah Code Annotated 1953, as amended, the State of Utah hereby pledges and agrees with the owners of the Senes 2003 Bonds that it will not alter, impair or limit the Revenues m a manner that reduces the amounts to be rebated to the Issuer which are devoted or pledged herein until the Senes 2003 Bonds, together with applicable interest, are fully met and discharged, provided, however, that notlung shall preclude such alteration, impairment or limitahon if and when adequate provision shall be made by law for the protection of the holders of the Senes 2003 Bonds Sechon 4 3 Additional Indebtedness Senes 2003 Bonds No additional indebtedness, bonds or notes of the Issuer payable on a pnonty supenor to the Senes 2003 Bonds out of the Revenues shall be created or incurred by the Issuer without the pnor wntten consent of all holders of the Senes 2003 Bonds Furthermore, the Senes 2003 Bonds shall not be entitled to any pnonty one over the other in application of the Revenues, regardless of the time or times of their issuance, it bemg the intention of the Issuer that there shall be no pnonty among the Senes 2003 Bonds authorized to be issued pursuant to this Bond Resoluhon regardless of the fact that they may be actually issued and delivered at different times It is expressly agreed and covenanted that the Issuer will not hereafter issue any bonds or obligations payable from the Revenues, or any part thereof, or which constitutes a lien on such Revenues until all Senes 2003 Bonds have been paid in full unless such additional bonds are issued in such manner that they are in all respects subordinate to the Senes 2003 Bonds The provisions of the foregoing paragraph are subject to the following two exceptions (1) The Senes 2003 Bonds or any part thereof may be refunded The refunding bonds so issued shall enjoy alien on the Revenues on a panty with the Senes 2003 Bonds except that if fewer than all of the Senes 2003 Bonds outstanding at the time are so refunded, no refunding bonds shall bear interest at a rate higher or mature at a date earlier than the corresponding Senes 2003 Bond refunded thereby without the consent of the owners and holders of all of the unrefunded Senes 2003 Bonds In all other respects, refunding bonds may be secured m such manner and may be payable from such sources and be subject to other terms and provisions that may be provided in the resolution authonzing their issuance Refunding bonds may be exchanged with the consent of the Bondholder for not less than a like pnncipal amount of the Senes 2003 Bonds authonzed to be refunded, may be sold or may be exchanged in part or sold in part If sold, the proceeds of the sale not required for the payment of expenses shall be used to refund that portion of the Senes 2003 Bonds refunded (2) Additional bonds may be issued on a panty with the Senes 2003 Bonds herein authonzed if all of the following conditions are met at the time of the issuance of such additional bonds (herein referred to as "Panty Bonds") UT_DOCS_A #1139393 v2 20 (i) The Issuer's Revenues in the Sinking Fund Year preceding the year in which the Panty Bonds are to be issued were 125% of the average Annual Debt Service on all of the Senes 2003 Bonds and Panty Bonds then outstanding and the Panty Bonds so proposed to be issued (n) All payments required by the this Bond Resolution to be made into the Sinking Fund must have been made in full and there must be in each reserve fund the full amount required by this Bond Resolution to be accumulated therem (m) The Panty Bonds must be payable as to pnncipal on October 1 of each year in which pnncipal falls due (iv) The proceedings authonzing such Panty Bonds must raise the amount to which the reserve funds shall be accumulated to an amount no less than the highest future Annual Debt Service of all Senes 2003 Bonds and Panty Bonds then outstandmg and the Panty Bonds so proposed to be issued and must require the accumulation of such amount in the reserve account to be accomplished within six (6) years after delivery of such Panty Bonds Section 4 4 Arbitrage Rebate Exemption for Small Issuer The Issuer hereby certifies for the purpose of qualifying for the exception contained in Section 148(f)(4)(D) of the Code from the requirement to rebate arbitrage earnings from investment of proceeds of the Senes 2003 Bonds (the "Rebate Exemption") as follows (a) The Senes 2003 Bonds are issued by the Issuer which has general taxing powers (b) Neither the Senes 2003 Bonds, nor any portion thereof is a pnvate activity bond as defined in Section 141 of the Code ("Pnvate Activity Bond") (c) Ninety-five percent (95%) or more of the net proceeds of the Series 2003 Bonds are to be used for local govemment activities of the Issuer (or of a governmental unit, the junsdiction of which is entirely witlun the junsdiction of the Issuer) (d) Neither the Issuer nor any aggregated issuer has issued or is reasonably expected to issue any tax-exempt bonds in excess of $5,000,000 other than Pnvate Activity Bonds (as those terms are used in Section 148(f)(4)(D) of the Code) dunng calendar year 2003 For purposes of this Section 4 4, "aggregated issuer" means any entity which (a) issues obligations on behalf of the Issuer, (b) denves its issuing authonty from the Issuer, or (c) is subject to substantial control by the Issuer UT_DOCS A #1139393 v2 21 The Issuer hereby represents that it has not created, does not intend to create, and does not expect to benefit from any entity fonned or availed of to avoid the purposes of Section 148(f)(4)(D)(I ) of the Code Accordingly, the Issuer will qualify for the Rebate Exemption granted to small governmental units under Section 148(f)(4)(D) of the Code, and the Issuer shall be treated as meeting the requirements of Paragraphs (2) and (3) of Sechon 148(f) of the Code relatmg to the required rebate of arbitrage earnings to the United States with respect to the Senes 2003 Bonds Section 4 5 Bank Designation For purposes of and in accordance with Section 265 of the Code, the Issuer has designated the Senes 2003 Bonds, as an issue qualifying for the exception for certain qualified tax-exempt obligations to the rule denymg banks and other financial institutions 100% of the deduction for interest expenses which is allocable to tax-exempt interest The Issuer reasonably anticipates that the total amount of tax-exempt obligations (other than obligations descnbed in Section 265(b)(3)(C)(n) of the Code) which will be issued by the Issuer and by any aggregated issuer dunng calendar year 2003 will not exceed $10,000,000 For purposes of this Section, "aggregated issuer" means any entity which, (1) issues obligations on behalf of the Issuer, (n) denves its issuing authonty from the Issuer, or (mt) is directly or indirectly controlled by the Issuer within the meaning of Treasury Regulation Section 1 150-1(e) The Issuer hereby represents that (a) it has not created and does not intend to create and does not expect to benefit from any entity formed or availed of to avoid the purposes of Section 265(b)(3)(C) or (D) of the Code and (b) the total amount of obligations so designated by the Issuer and all aggregated issuers for the calendar year 2003 does not exceed $10,000,000 UT DOCS_A #1139393 v2 22 ARTICLE V MISCELLANEOUS Section 5 1 Default and Remedies Failure of the Issuer to perform any covenant or requirement of the Issuer under this Bond Resolution within thirty (30) days after having been notified m wnting by a Bondholder of such failure, shall constitute an event of default hereunder and shall allow each Bondholder to take the following enforcement remedies (a) The Bondholder may require the Issuer to pay an interest penalty equal to eighteen percent (18%) per annum of the outstanding pnncipal amount on the Senes 2003 Bonds, said interest penalty to accrue from the date of the notice of the Bondholder to the Issuer referenced heremabove until the default is cured by the Issuer Said interest penalty shall be paid on each succeeding payment date until the default is cured by the Issuer (b) The Bondholder may appoint a trustee bank to act as a receiver of the Revenues for purposes of applying said Revenues toward the Revenue allocations required in Section 3 4 herein and in general, protecting and enforcing each Bondholder's nghts thereto, m which case, all administrative costs of the trustee bank in performing said function shall be paid by the Issuer No remedy conferred herein is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to each Bondholder hereunder or now or hereafter existing at law or in equity or by statute No delay or omission to exercise any nght, power or remedy accruing upon a default shall impair any such nght, power or remedy or shall be construed to be a waiver of any default or acquiescence therein, and every such nght, power or remedy may be exercised from time to time as may be deemed expedient Section 5 2 Amendments to Bond Resolution Provisions of tlus Bond Resolution shall constitute a contract between the Issuer and the Bondholder, and after the issuance of the Senes 2003 Bonds, no change, vanation or alteration of any kind in the provisions of this Bond Resolution shall be made in any manner until such time as all of the Senes 2003 Bonds have been paid in full except as hereinafter provided The Bondholders shall have the nght from time to time to consent to and approve the adoption by the Issuer of resolutions modifying or amending any of the terms or provisions contained in this Bond Resolution in the manner and to the extent set out below Whenever the Issuer shall propose to amend or modify this Bond Resolution under the provisions of this section, it shall cause notice of the proposed amendment to be sent to all Bondholders of all Senes 2003 Bonds then outstanding Such notice shall bnefly set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory resolution is on file in the office of the City Recorder for public UT_DOCS_A #1139393 v2 23 inspection Should a Bondholder consent to the proposed amendment to this Bond Resolution, it shall submit to the Issuer a wntten instrument which shall refer to the proposed amendatory resolution descnbed in said notice and shall specifically consent to and approve the adoption thereof Upon receipt of Bondholder consents representing at least 75% of the pnnctpal of Senes 2003 Bonds outstanding, the governing body of the Issuer may adopt said amendatory resolution, and it shall become effective, provided, however, that nothing in this Section 5 2 shall permit or be construed as pennittmg (a) an extension of the stated matunty or reduction in the pnnctpal amount of, or reduction in the rate of or extension of the time of paying of interest, without the consent of the Bondholder of such Series 2003 Bonds, or (b) a reduction in the amount or extension of the time of any payment required by any Fund or account established hereunder without the consent of the Bondholders of all the Senes 2003 Bonds which would be affected by the action to be taken, or (c) a reduction in the aforesaid aggregate pnnctpal amount of Senes 2003 Bonds, the Bondholders of which are required to consent to any such waiver or a mandatory resolution, or (d) affect the nghts of the Bondholders of less than all Senes 2003 Bonds then outstanding, without the consent of the Bondholders of all the Senes 2003 Bonds at the time outstanding which would be affected by the action to be taken If a Bondholder at the hme of the adoption of such amendatory resolution shall have consented to and approved the adoption thereof as herein provided, said Bondholder shall not have any nght or interest to object to the adoption of such amendatory resolution or to object to any of the terms or provision therein contained or to the operation thereof or to enjoin or restrain the Issuer from taking any action pursuant to the provisions thereof Any consent given by a Bondholder pursuant to the provisions of this section shall be conclusive and binding upon all successive Bondholders The fact and date of the execution of any instrument under the provisions of this section may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is authonzed to take acknowledgments of deeds within such junsdiction, that the person sigmng such instrument acknowledged before him the execution thereof, or may be proved by an affidavit of a witness to such execution sworn to before such officer Section 5 3 Maintenance of Proceedings A certified copy of this Bond Resolution and every amendatory or supplemental ordinance or resolution shall be kept on file m the office of the City Recorder where it shall be made available for inspection by any Bondholder or lus agent Upon payment of the reasonable cost of preparing the same, a certified copy of this Bond Resolution, any amendatory or supplemental ordinance or resolution will be furnished to any Bondholder The Bondholders may, by suit, action, mandamus, injunction or other proceedings, either at law or in equity, enforce or compel performance of all duties and obligations required by this Bond Resolution to be done or performed by the Issuer Nothing contained herein, however, shall be construed as imposing on the Issuer any duty or obligation to levy any tax either to pay the pnnctpal of or interest on the Senes 2003 Bonds authorized herein or to meet any obligation contained herein concerning the Senes 2003 Bonds UT_DOCS_A #1139393 v2 24 Section 5 4 Defeasance of the Series 2003 Bonds If the Issuer shall pay or cause to be paid, or there shall be otherwise paid or provision for payment made to the Registered Owner of the Senes 2003 Bonds for the payments due or to become due thereon at the times and in the manner stipulated therem, then the first lien pledge of the Revenues under this Bond Resolution and any and all estate, nght, title and interest in and to any of the funds and accounts created hereunder (except moneys or securities held by a Depository Bank for the payment of the Senes 2003 Bonds) shall be cancelled and discharged Any Senes 2003 Bond shall be deemed to be paid within the meaning of this section when payment of the Senes 2003 Bonds (whether such due date be by reason of matunty or upon prepayment or redemption as provided herein) shall have been made in accordance with the terms thereof At such time as the Senes 2003 Bonds shall be deemed to be paid hereunder, they shall no longer be secured by or entitled to the benefits hereof (except with respect to the moneys and secunttes held by a Depository Bank for the payment of the Senes 2003 Bonds) Section 5 5 Sale of Senes 2003 Bonds Approved The sale of the Senes 2003 Bonds to the Community Impact Board, at par, is hereby ratified, confirmed and approved Section 5 6 Bondholders not Responsible The Bondholders shall not be responsible for any liabilities incurred by the Issuer in the acquisition or construction of the Project Section 5 7 Notice of Senes 2003 Bonds to be Issued In accordance with the provisions of the Utah Municipal Bond Act, Title II, Chapter 14, Utah Code Annotated, 1953, as amended, the Issuer has designated the Times Independent as the official newspaper of the Issuer authonzed to publish legal notices for the Issuer, and in accordance with Title 11, Chapter 14, Utah Code Annotated, 1953, as amended, the City Recorder has caused a "Notice of Public Heanng and Bonds to be Issued" calling a public hearing to receive input from the public with respect to the issuance of the Senes 2003 Bonds and providing notice of bonds to be issued to be published once a week for two consecutive weeks to the Times Independent, a newspaper havmg general circulation 1n the Issuer with the first publication being not less than 14 days before the public heanng and has caused a copy of this Bond Resolution to be kept on file 1n the office of the City Recorder of the Issuer for public examination dunng regular business hours for at least tlurty (30) days from and after the last publication thereof Such notice is hereby reaffirmed and approved Section 5 8 Additional Certificates, Documents, and Other Papers The appropnate officials of the Issuer, and each of them, are hereby authonzed and directed to execute and deliver for and on behalf of the Issuer any or all additional certificates, documents, and other papers and to perform all other acts they may deem necessary or appropnate in order to implement and carry out the matters authonzed in this Bond Resolution and the documents authonzed and approved herein UT DOCS_A #1139393 v2 25 Section 5 9 Severability If any section, paragraph, clause or provision of this Bond Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceabillty of such sechon, paragraph, clause or provision shall not affect any of the remaimng provisions of this Bond Resolution It is hereby declared by the governing body of the Issuer that it is the intention of the Issuer by the adoption of this Bond Resolution to comply in all respects with the provisions of the Utah Municipal Bond Act, Title 11, Chapter 14, Utah Code Annotated, 1953, as amended Section 5 10 Resolutions in Conflict All resolutions or parts thereof in conflict with the provisions of this Bond Resolution are, to the extent of such conflict, hereby repealed Section 5 11 Effective Date of Resolution This Resolution shall take effect immediately upon its approval and adoption ATTEST City Recorder (SEAL) UT_DOCS A #1139393 v2 26 (Here follows business not pertinent to the above ) Pursuant to motion duly made and seconded, the City Council adjourned 0 GbdX41L Mayor ATTEST City Recorder (SEAL) UT_DOCS_A #1139393 J2 27 STATE OF UTAH ) ss COUNTY OF GRAND ) I, Rachel Ellison, the duly qualified and acting City Recorder of the City of Moab City, Utah (the "Issuer"), do hereby certify according to the records of the Issuer's City Council (the "Council") in my possession that the foregoing constitutes a true, correct and complete copy of the minutes of the regular meeting of the Council held on October 14, 2003 as it pertains to a resolution adopted by the Council at said meeting, including the Resolution, as said minutes and Resolution are officially of record in my possession IN WITNESS WHEREOF, I have hereunto subscnbed my signature and impressed hereon the official seal of the Issuer this October 14, 2003 City Recorder (SEAL) UT_DOCS A #1139393 v2 28 EXHIBIT A CERTIFICATE OF COMPLIANCE WITH OPEN MEETING LAW I, Rachel Ellison, the undersigned City Recorder of City of Moab City, Grand County, Utah (the "Issuer"), do hereby certify, according to the records of the Issuer in my official possession, and upon my own knowledge and belief, that in accordance with the requirements of Section 52-4-6(2), Utah Code Annotated 1953, as amended, I gave not less than twenty-four (24) hours public notice of the agenda, date, time and place of the October 14, 2003 public meeting held by the Issuer as follows (a) By causing a Notice, to the form attached hereto as Schedule "1," to be posted at the principal offices of the Issuer on October 10 , 2003, at least twenty-four (24) hours pnor to the convening of the meeting, said Notice having continuously remained so posted and available for public inspection until the completion of the meeting, and (b) By causing a copy of such Notice, to the form attached hereto as Schedule "1," to be delivered to the Times Independent on October 10 , 2003, at least twenty-four (24) hours pnor to the convening of the meeting IN WITNESS WHEREOF, I have hereunto subscribed my official signature this October 14, 2003 „,,Q,,,,o OVA na,. City Recorder (SEAL) UT DOCS A #1139393 v2 A-1 City of Moab 115 Wan 200 South Moab Utan 84532 Main Number (435) 258 5121 Fax slumber (435) 259-4135 SCHEDULE 1 NOTICE OF MEETING City of Moab — Regular Counal Meeting City Council Chambers 115 West 200 South Tuesday October 14 2003 at 7 00 p m GYTY O� MOAB i 30 p a PRE COUNCIL WORKSHOP 7 00 p an REGULAR CITY COUNCIL MEETING Call to Order Pledge to Flag SECTION 1 APPROVAL OF MINUTES 1 1 September 23 2003 SECTION 2 CITIZENS TO BE HEARD SECTION 3 DEPARTMENTAL UPDATES 3 I Planning Department 3 2 Public Works Department 3 3 Police Department SECTION 4 PUBLIC HEARING (Approximately 7 30 PM) 4 1 A Public Heanng on Proposed Resolution N23 2003 - A Resolution Authorizing the Issuance of Sales Tax Revenue Bonds and Confirming the Sale of Sales Tax Revenue Bonds (See Resolution for complete language) 4 2 A Public Heanng on Proposed Ordinance N 2003 09 An Ordinance of The Governing Body of Moab Annexing Property to the City of Moab Located at Approximately 400 East and Highway 191 SECTION 5 NEW RUMNESS 5 1 Approval of Change Order N2 for the Moonstone Gallen/ Project 5 2 Approval of Proposed Resolution N23 2003 - A Resolution Authonzing the Issuance of Sales Tax Revenue Bonds and Confirming the Sale of Sales Tax Retenue Bonds (See Resolution for complete language) 5 3 Approval of Proposed Resolution N24 2003 - A Resolution Establishing the Street Performer Permit Fee 5 4 Request for Allocatton of Funds for an Animal Control Facility SECTION i READING OF CORRESPONDENCE SECTION 7 ADMINISTRATIVE REPORTS SECTION II GOAL UPDATE SECTION ! MAYOR AND COUNCIL REPORTS SECTION 10 PAY THE BILLS AGAINST THE CITY OF MOAR SECTION 11 EXECUTIVE SESSION I I I Discussion Regarding the Lease Purchase or Exchange of Real Property SECTION 12 ADJOURNMENT In aomallante oath Me Ametluns with DhaYdlties Act Individuals needing !pedal accommedatiens during this meeting should notify the Recorder's Office at 115 West 200 Swill Moab Utah 14532 sae phone (435) 251-5121 at lean three (3) wnrldng days toner to the meeting. Check our welslle (or updates at swao maabab erg UT_DOCS A 41139393 v2 A-2 SCHEDULE PUBLIC HEARING MINUTES MOAB CITY COUNCIL REGULAR MEETING October 14, 2003 The Moab City Council held their Regular Meeting on the above date in REGULAR MEETING & the Council Chambers of Moab City Offices, located at 115 West 200 ATTENDANCE South, Moab, Utah Mayor David L Sakrison called the Pre -Council Workshop to order at 6 30 PM Mayor Saknson called the Regular City Council Meeting to order at 7 00 PM and Citizen Dan Stenta led in the Pledge of Allegiance Also in attendance were Councilmembers Gregg Stuck', Kyle Bailey, Rob Sweeten, Kirsten Peterson and Jeffrey Davis, City Manager Donna Metzler, City Recorder/Assistant City Manager Rachel Ellison, Public Works Director Brent Williams, Planning and Community Developrnent Director David Olsen, City Attorney Chris McAnany, City Treasurer Jennie Ross and Police Chief Mike Navarre Mayor Salcnson opened a Public Hearing on Proposed Resolution #23- 2003 — A Resolution Authorizing the Issuance of Sales Tax Revenue Bonds, and Confirming the Sale of Sales Tax Revenue Bonds at 7 34 PM Jason Burningham of Lewis, Young, Robertson & Burningham, and Incorporated distnbuted a final pncing summary for the Series 2003 Sales Tax Revenue Bonds for the City Hall Project and bnefly described the detailed sections of the document No public comment was given Mayor Sakrison closed the public heanng at 7 41 PM October 14, 2003 UT DOCS A N1131393 J2 A-3 PUBLIC HEARING OPENED PUBLIC HEARING CLOSED EXHIBIT B FORM OF STATE BONDS UNITED STATES OF AMERICA STATE OF UTAH COUNTY OF GRAND CITY OF MOAB CITY SALES TAX REVENUE BOND SERIES 2003 $2,050,000 THIS BOND HAS BEEN DESIGNATED BY THE ISSUER FOR PURPOSES OF THE EXCEPTION CONTAINED IN SECTION 265(b)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, RELATING TO THE DEDUCTIBILITY OF A FINANCIAL INSTITUTION'S INTEREST EXPENSE ALLOCABLE TO TAX- EXEMPT INTEREST The City of Moab, Grand County, Utah (the "Issuer"), a political subdtvtsion and body politic of the State of Utah, acknowledges itself indebted and for value received hereby promises to pay, but solely m the manner and from the revenues and sources hereinafter provided, to the registered owner hereof of registered assigns, the pnncipal amount of $2,050,000, together with interest accruing on the unpaid pnncipal balance from October 1, 2004, at the rate of two and one-half percent (2 1/2% per annum (calculated on the basis of a year of 360 days compnsed of twelve 30-day months), payable annually on October 1 of each year, beginning October 1, 2005 Pnncipal together with accrued but unpaid interest, shall be payable in registered installments on October 1 of each of the years as set forth in the following Payment Schedule PAYMENT SCHEDULE October 1 Pnncipal Matunng October I Pnncipal Matunng 2005 $60,000 2018 $83,000 2006 62,000 2019 85,000 2007 63,000 2020 87,000 2008 65,000 2021 89,000 2009 66,000 2022 91,000 2010 68,000 2023 94,000 2011 70,000 2024 96,000 2012 71,000 2025 98,000 2013 73,000 2026 100,000 2014 75,000 2027 103,000 2015 77,000 2028 106,000 2016 79,000 2029 108,000 2017 81,000 UT DOCS A #11311393 v2 B-1 Except as provided in the next succeeding paragraph, pnncipal payments, whether at matunty or by redemption, shall be payable upon surrender of this Bond at the offices of the Paying Agent, or of any successor Paying Agent Payments of interest shall be made to the Registered Owner thereof and shall be paid by check or draft mailed to the Registered Owner thereof at his address as it appears on the registration books of the Issuer maintained by the Registrar, or at such other address as is furnished to the Registrar in wnting by such Registered Owner As long as the State of Utah Permanent Community Impact Fund Board (the "Commumty Impact Board") is the registered holder of this Bond, installment payments of pnncipal and interest shall be made by check or draft marled to the Community Impact Board as the registered holder at the address shown on the registration books maintained by the Registrar If any installment payment of Bond pnncipal or interest is not paid when due and payable, the Issuer shall pay interest on the delinquent installment at the rate of eighteen percent (18%) per annum from said due date until paid All payments shall be made in any corn or currency which on the date of payment is legal tender for the payment of debts due the United States of Amenca All payments shall be applied first to interest, if any, and then to pnncipal This Bond is payable solely from a special fund designated "City of Moab, Grand County, Utah Sales Tax Revenue Bond Sinking Fund", into which fund and into a reserve therefor, to the extent necessary to assure prompt payment of this Bond, shall be pledged 100% of the Issuer's Revenues (as defined herein), all as more fully descnbed and provided in the Bond Resolution This Bond is issued pursuant to (i) a parameters resolution adopted on September 23, 2003, and the bond resolution adopted on October 14, 2003 (collectively, the "Bond Resolution"), and (n) the Utah Municipal Bond Act, Title 11, Chapter 14, Utah Code Annotated, 1953, as amended, for the purpose of financing the renovation of an existing building to serve as the new city hall and other related improvements and paying costs of issuance of the Bonds This Bond is a special limited obligation of the Issuer payable solely from the Issuer's Local Sales and Use Taxes received by the Issuer pursuant to Title 59, Chapter 12, Part 2, Utah Code Annotated 1953, as amended (the "Revenues") and does not constitute an indebtedness of the Issuer within the meaning of any state constitutional or statutory limitation In no event shall this Bond be deemed or construed to be a general obligation indebtedness of the issuer or payable from any funds of the Issuer other than the Issuer's Revenues As provided in the Bond Resolution, bonds, notes and other obligations may be issued from time to time in one or more senes in vanous pnncipal amounts, may mature at different times, may bear interest at different rates and may otherwise vary as provided irnthe Bond Resolution, and the aggregate pnncipal amount of such bonds, notes and other obligations which may be issued is not limited This Bond and all other bonds, notes and other obligations issued and to be issued under the Bond Resolution on a panty with this Bond are and will be equally and ratably secured by the pledge and covenants UT DOCS_A #1139393 v2 B-2 made therein, except as otherwise expressly provided or permitted in or pursuant to the Bond Resolution The issuance of this Bond shall not, directly, indirectly or contmgently, obligate the Issuer or any agency, instrumentality or political subdivision thereof to levy any form of ad valorem taxation therefor or to make any appropriation for its payment This Bond is subject to prepayment and redemption at any time, m whole or in part (if in part, in integral multiples of $1,000), at the election of the Issuer in inverse order of the due date of the pnncipal installments hereof and by lot selected by the Issuer if less than all Bonds of a particular due date are to be redeemed, upon notice given as hereinafter set forth, at a redemption pnce equal to the pnncipal amount to be so prepaid Notice of redemption shall be mailed by the Issuer, postage prepaid, not less than thirty (30) days pnor to the date fixed for prepayment, to the registered owner of this Bond addressed to such owner at its address appeanng on the registration books maintained by the Issuer Subject to the provisions of the Bond Resolution, the Bonds are issuable in fully registered form, without coupons, in denomination equal to the pnncipal amount of the bonds or, upon exchange, in the denomination of $1,000 and any integral multiple thereof The Issuer covenants and agrees that so long as this Bond remains outstanding, it will cause to be collected and accounted for sufficient Revenues as will at all times be sufficient to pay promptly the pnncipal of and interest on this Bond and the issue of which it forms a part and to make all payments required to be made into the Bond Fund, and to carry out all the requirements of the Bond Resolution IN ACCORDANCE WITH SECTION 11-14-17 5(3), UTAH CODE ANNOTATED 1953, AS AMENDED, THE STATE OF UTAH HEREBY PLEDGES AND AGREES WITH THE HOLDERS OF THE BONDS THAT IT WILL NOT ALTER, IMPAIR OR LIMIT THE EXCISE TAXES IN A MANNER THAT REDUCES THE AMOUNTS TO BE REBATED TO THE ISSUER WHICH ARE DEVOTED OR PLEDGED AS AUTHORIZED IN SECTION 11-14-17 5, UTAH CODE ANNOTATED 1953, AS AMENDED, UNTIL THE BONDS, TOGETHER WITH APPLICABLE INTEREST THEREON, ARE FULLY MET AND DISCHARGED, PROVIDED, HOWEVER, THAT NOTHING SHALL PRECLUDE SUCH ALTERATION, IMPAIRMENT OR LIMITATION IF AND WHEN ADEQUATE PROVISION SHALL BE MADE BY LAW FOR PROTECTION OF THE HOLDERS OF THE BONDS To the extent and in the respects permitted by the Bond Resolution, the Bond Resolution may be modified or amended by action on behalf of the Issuer taken in the manner and subject to the conditions and exceptions prescnbed in the Bond Resolution The holder or owner of this Bond shall have no nght to enforce the provisions of the Bond Resolution or to institute action to enforce the pledge or covenants made therein or to take any action with respect to an event of default under the Bond Resolution or to UT DOCS A #1139393 v2 B-3 institute, appear m, or defend any suit or other proceeding with respect thereto, except as provided in the Bond Resolution This Bond shall be registered in the name of the initial purchaser and any subsequent purchasers in an appropnate book in the office of the City Recorder of the Issuer, who shall be the Registrar This Bond is transferable only by notation upon said book by the registered owner hereof in person or by his attorney duly authonzed in wntmg, by the surrender of this Bond, together with a wntten instrument of transfer satisfactory to the Issuer, duly executed by the registered owner or his attorney duly authonzed in wnting, thereupon, this Bond shall be delivered to and registered in the name of the transferee It is hereby declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Bond have existed, have happened and have been performed in regular and due time, form and manner as required by law, that the amount of this Bond does not exceed any limitation prescnbed by the Constitution or statutes of the State of Utah, that the Issuer's Revenues have been pledged and that an amount therefrom will be set aside into a special fund by the Issuer sufficient for the prompt payment of this Bond and all bonds issued on a panty with this Bond, if any, and that said Revenues are not pledged, hypothecated or anticipated in any way other than by the issue of this Bond and all bonds issued on a panty with this Bond, if any IN TESTIMONY WHEREOF, the Issuer has caused this Bond to be signed by its Mayor and counterstgned by its City Recorder under the corporate seal of said Issuer this , 2003 /s/ (Do Not Sign) Mayor Countersigned /s/ (Do Not Sum) City Recorder (SEAL) UT_DOCS A X1139393 Vt B-4 REGISTRATION CERTIFICATE (No wnting to be placed herein except by the Bond Registrar) Date of Registration Name of Registered Owner Signature of Bond Registrar State of Utah Permanent Community Impact Fund Board UT DOGS A NJ 139393 J2 B-5 EXHIBIT "C" FORM OF EXCHANGE BOND UNITED STATES OF AMERICA STATE OF UTAH COUNTY OF GRAND CITY OF MOAB CITY SALES TAX REVENUE BONDS, SERIES 2003 THIS BOND HAS BEEN DESIGNATED BY THE ISSUER FOR PURPOSES OF THE EXCEPTION CONTAINED IN SECTION 265(b)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, RELATING TO THE DEDUCTIBILITY OF A FINANCIAL INSTITUTION'S INTEREST EXPENSE ALLOCABLE TO TAX- EXEMPT INTEREST INTEREST RATE MATURITY DATE ISSUE DATE Registered Owner Pnncipal Amount Dollars City of Moab City, Grand County, Utah (the "Issuer"), a political subdivision and body politic of the State of Utah, acknowledges itself indebted and for value received hereby promises to pay, but solely in the manner and from the revenues and sources hereinafter provided, to the Registered Owner identified above, or registered assigns, on the Matunty Date specified above, upon presentation and surrender thereof, the Principal Amount identified above Interest at the Interest Rate specified above on the Pnncipal Amount hereof (calculated on the basis of a year of 360 days compnsed of twelve 30-day months) shall be payable by check or draft mailed by the City Recorder of the Issuer (the "Paying Agent") to the Registered Owner hereof beginning October 1, 200_ and on each October 1 thereafter until this Bond is paid in full Pnncipal and redemption pnce of this Bond shall be payable upon presentation of this Bond to the Paying Agent, or its successor as such paying agent, for payment at matunty If this Bond or any installment of interest hereon is not paid when due and payable, the Issuer shall pay interest on the unpaid amount at the rate of eighteen percent (18%) per annum from the due date thereof until patd in full This Bond is one of an authonzed issue of bonds of like date, term and effect except as to matunty, in the aggregate principal amount of Dollars ($ ), issued in exchange for the conversion of the Issuer's Sales Tax UT_DOCS A #1139393 d2 Revenue Bond, Senes 2003, in the total pnncipal sum of $2,050,000, authonzed by the Bond Resolution adopted on October 14, 2003, and parameters resolution adopted September 23, 2003 (the "Parameters Resolution") This Bond and the issue of Bonds of which it is a part is issued pursuant to (i) the Bond Resolution and Parameters Resolution, and (11) the Utah Mumcipal Bond Act, Title 11, Chapter 14, Utah Code Annotated, 1953, as amended, for the purpose of financing the renovation of an existing buildmg to serve as the new city hall and related improvements and costs of issuance of the Bonds This Bond is a special limited obligation of the Issuer payable solely from the Issuer's Local Sales and Use Taxes received by the Issuer pursuant to Title 59, Chapter 12, Part 2, Utah Code Annotated 1953, as amended (the "Revenues") and does not constitute an indebtedness of the Issuer within the meaning of any state conshtutional or statutory limitation In no event shall this Bond be deemed or construed to be a general obligation indebtedness of the Issuer or payable from any funds of the Issuer other than the Issuer's Revenues As provided m the Bond Resolution, bonds, notes and other obligations may be issued from time to tune in one or more senes in various pnncipal amounts, may mature at different times, may bear interest at different rates and may otherwise vary as provided in the Bond Resoluhon, and the aggregate pnncipal amount of such bonds, notes and other obligations which may be issued is not limited This Bond and all other bonds, notes and other obligations issued and to be issued under the Bond Resolution on a panty with this Bond are and will be equally and ratably secured by the pledge and covenants made therem, except as otherwise expressly provided or permitted in or pursuant to the Bond Resolution The issuance of this Bond shall not, directly, indirectly or contingently, obligate the Issuer or any agency, instrumentality or political subdivision thereof to levy any form of ad valorem taxation therefor or to make any appropnation for its payment The Bonds are subject to redemption pnor to matunty at any time, in whole or in part (if in part, m integral multiples of $1,000), at the election of the Issuer in inverse order of matunty and by lot within each matunty if less than the full amount is redeemed, upon not less than thirty (30) days' nor more than forty-five (45) days' prior notice, at a redemption pnce equal to 100% of the pnncipal amount of each Bond to be redeemed Notice of redemption shall be mailed by the Issuer, postage prepaid, to the registered owners of said Bonds addressed to such owners at their address appeanng on the registration books maintained by the Issuer Subject to the provisions of the Bond Resolution, the Senes 2003 Bonds (as defined in the Bond Resolution) are issuable in fully registered form, without coupons, in denomination equal to the pnncipal amount of the bonds or, upon exchange, in the denomination of $1,000 or any integral multiple thereof The Issuer covenants and agrees that so long as this Bond remains outstanding, it will cause to be collected and accounted for sufficient Revenues as defined in the Bond Resolution as will at all times be sufficient to pay promptly the pnncipal of and interest on this Bond and the issue of which it forms a part and to make all payments required to UT_DOCS A #1139393 J2 be made into the Bond Fund, and to cant' out all the requirements of the Bond Resolution IN ACCORDANCE WITH SECTION 11-14-17 5(3), UTAH CODE ANNOTATED 1953, AS AMENDED, THE STATE OF UTAH HEREBY PLEDGES AND AGREES WITH THE HOLDERS OF THE BONDS THAT IT WILL NOT ALTER, IMPAIR OR LIMIT THE EXCISE TAXES IN A MANNER THAT REDUCES THE AMOUNTS TO BE REBATED TO THE ISSUER WHICH ARE DEVOTED OR PLEDGED AS AUTHORIZED IN SECTION 11-14-17 5, UTAH CODE ANNOTATED 1953, AS AMENDED, UNTIL THE BONDS, TOGETHER WITH APPLICABLE INTEREST THEREON, ARE FULLY MET AND DISCHARGED, PROVIDED, HOWEVER, THAT NOTHING SHALL PRECLUDE SUCH ALTERATION, IMPAIRMENT OR LIMITATION IF AND WHEN ADEQUATE PROVISION SHALL BE MADE BY LAW FOR PROTECTION OF THE HOLDERS OF THE BONDS To the extent and in the respects permitted by the Bond Resolution, the Bond Resolution may be modified or amended by action on behalf of the Issuer taken in the manner and subject to the conditions and exceptions prescnbed in the Bond Resolution The Registered Owner of this Bond shall have no nght to enforce the provisions of the Bond Resolution or to institute action to enforce the pledge or covenants made therein or to take any action with respect to an event of default under the Bond Resolution or to institute, appear in, or defend any suit or other proceeding with respect thereto, except as provided in the Bond Resolution This Bond 1s transferable by the registered holder hereof in person or by his attorney duly authonzed 1n writing at the office of the City Recorder (the "Registrar") in the City of Moab, Utah, but only in the manner, subject to the limitations and upon payment of the charges provided in the Bond Resolution and upon surrender and cancellation of this Bond Upon such transfer a new registered Bond or Bonds of the same senes and the same matunty and of authonzed denomination or denominations for the same aggregate pnncipal amount will be issued to the transferee in exchange therefor It is hereby certified, recited and declared that all conditions, acts and things essential to the validity of this Bond and the issue of which 1t fors a part do exist, have happened and have been done, and that every requirement of law affecting the issue hereof has been duly complied with, that this Bond and the issue of which 1t fors a part does not exceed any limitation prescribed by the Constitution and laws of the State of Utah, that one hundred percent (100%) of the Issuer's Revenues, have been pledged and will be set aside into said special fund by the Issuer to be used for the payment of this Bond and the Issue of which 1t fors a part and all bonds issued on a panty with this Bond, if any, and that said Revenues are not pledged, hypothecated or anticipated in any way other than by the issue of Senes 2003 Bonds of which this Bond 1s one and all bonds issued on a panty with this Bond, if any UT_DOCS A #1139393 v2 IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed by its Mayor and countersigned by its City Recorder with the seal of said Issuer affixed, all as of , 2003 /s/ Do Not Sign) Mayor Countersigned /s/ (Do Not Sign) City Recorder (SEAL) UT DOCS_A #1139393 v2 ASSIGNMENT FOR VALUE RECEIVED, , the undersigned, hereby sells, assigns and transfers unto (Tax Identification or Social Security No ) the within Bond and all nghts thereunder and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises DATED NOTICE The signature to this assignment must correspond with the name as it appears on the face of this Bond in every particular, without alteration or enlargement or any change whatever Signature Guaranteed THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S E C RULE 17Ad-15 UT_DOCS_A N1139393 v2