HomeMy Public PortalAboutRES-CC-2009-16CITY OF MOAB, UTAH
TAXABLE SALES TAX REVENUE BONDS
FINAL BOND RESOLUTION
AUGUST 11, 2009
RESOLUTION NO.16-2009
A RESOLUTION AUTHORIZING $4,764,000 TAXABLE SALES
TAX REVENUE BONDS, SERIES 2009, TO FINANCE
RECREATIONAL IMPROVEMENTS; AUTHORIZING ALL
OTHER NEEDFUL ACTIONS AND RELATED MATTERS.
WHEREAS, the Utah Local Government Bonding Act, Title 11, Chapter 14, Utah
Code Annotated 1953, as amended, authorizes 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 government 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, Utah (the
"Issuer"), desires to construct recreational improvements (the "Project"), the cost thereof
to be paid, in part, through the issuance of its Taxable Sales Tax Revenue Bonds, Series
2009 (the "Series 2009 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 Series 2009 Bonds and Outstanding Bonds (as defined herein); and
WHEREAS, the Series 2009 Bonds and all bonds issued on a parity 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 from the collection or
rebate of Revenues received by the Issuer during its fiscal year immediately preceding
the fiscal year in which this Resolution is adopted; and
WHEREAS, the Series 2009 Bonds are issued on a parity with the Issuer's
Outstanding Bonds such that the Series 2009 Bonds and Outstanding Bonds enjoy an
equal lien pledge of the Revenues (as defined herein); and
WHEREAS, the State of Utah acting through the Permanent Community Impact
Fund Board (the "Community Impact Board") has offered to purchase the Series 2009
Bonds in the total principal amount of $4,764,000, and bearing no interest; and
WHEREAS, the Issuer desires to accept the offer of the Community Impact
Board and to confirm the sale of the Series 2009 Bonds to the Community Impact Board:
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NOW, THEREFORE, it is hereby resolved by the City Council of the City of
Moab, Utah, as follows:
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ARTICLE I
DEFINITIONS
Section 1.1 Definitions. As used in this Resolution, the following terms shall
have the following meanings unless the context otherwise clearly indicates:
"Act" means the Utah Local Government Bonding Act, Title 11, Chapter 14, Utah
Code Annotated 1953, as amended.
"Annual Debt Service" means the total requirement of principal, interest and
premium payments, if any, to be paid by the Issuer during any Sinking Fund Year on the
Issuer's outstanding Series 2009 Bonds and other forms of indebtedness issued on a parity
with the Series 2009 Bonds, including the Outstanding 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 during
which any of the Series 2009 Bonds will remain outstanding.
"Bondholder," "Registered Owner" or "Owner" means the registered owner of
any bonds herein authorized.
"Business Day" means a day on which banking business is transacted, but not
including any day on which banks are authorized to be closed within the boundaries 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 Series 2009 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
5.1 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 described, 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 and to be used for the purpose of depositing the
proceeds of the sale of the Series 2009 Bonds and accounting for those proceeds pursuant
to the terms of the Escrow Agreement.
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"Escrow Agent" means the Utah State Treasurer, Salt Lake City, Utah, who shall
so act pursuant to the terms of the Escrow Agreement.
"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 Series
2009 Bonds.
"Exchange Bonds" means the fully registered Series 2009 Bonds issued in
substantially the form set forth in Exhibit B, in exchange for the State Bonds representing
the Series 2009 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 principal amount of the applicable Series 2009
Bonds authorized herein.
"Governing Body" means the City Council of the Issuer.
"Issuer" means the City of Moab, Utah, or any successor entity.
"Outstanding Bonds" means the Issuer's Sales Tax Revenue Bonds, Series 2003.
"Paying Agent" means the person or persons authorized by the Issuer to pay the
principal of and interest, if any, on the Series 2009 Bonds on behalf of the Issuer. The
initial paying agent for the Series 2009 Bonds is the City Recorder of the Issuer.
"Project" means the construction of recreational improvements including an
aquatics facility, to be owned by the Issuer.
"Registrar" means the person or persons authorized by the Issuer to maintain the
registration books with respect to the Series 2009 Bonds on behalf of the Issuer. The
initial Registrar for the Series 2009 Bonds is the City Recorder of the Issuer.
"Resolution" means collectively this resolution authorizing the sale and issuance
of Series 2009 Bonds, as from time to time amended and supplemented, and the
parameters resolution adopted by the Issuer on January 13, 2009.
"Revenues" means 100% of the Local Sales and Use Tax funds received by the
Issuer pursuant to Title 59, Chapter 12, Part 2, Utah Code Annotated 1953, as amended,
as authorized by the Issuer's Ordinance No. 90-04 adopted on March 20, 1990.
"Reserve Fund Installment" means $2,653.
"Reserve Fund Requirement" means $191,000, which amount equals the
maximum annual debt service on the Series 2009 Bonds.
"Series 2009 Bonds" means Issuer's Taxable Sales Tax Revenue Bonds, Series
2009 in the total principal amount of $4,764,000 bearing no interest, as authorized herein.
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"Sinking Fund Year" means the 12-month period 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 Dated Date of the Series 2009 Bonds and will end on the following June 30.
"State" means the State of Utah.
"State Bonds" means the fully registered Series 2009 Bonds issued in
substantially the form set forth in Exhibit A in the denominations equal to the aggregate
principal amount of the Series 2009 Bonds.
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ARTICLE II
ISSUANCE OF SERIES 2009 BONDS
Section 2.1 Principal Amount, Designation, and Series. The Series 2009
Bonds are hereby authorized for issuance for the purpose of providing funds to (i)
finance, in part, the costs of the Project, and (ii) pay costs incurred in connection with the
issuance of the Series 2009 Bonds. The Series 2009 Bonds shall be limited to $4,764,000
in aggregate principal amount, shall be issued (i) if issued as a State Bond(s), in the form
set forth in Exhibit A and (ii) if issued as Exchange Bonds, in the form set forth in
Exhibit B, in fully registered form and shall bear no interest on the unpaid balance of the
principal sum. If issued as Exchange Bonds, the Series 2009 Bonds shall be in the
denomination of $1,000 or any integral multiple thereof. The Series 2009 Bonds shall be
numbered from one (1) consecutively upward in order of delivery by the Registrar. The
Series 2009 Bonds shall be designated as, and shall be distinguished from the bonds of all
other series by the title, "City of Moab, Utah Taxable Sales Tax Revenue Bonds, Series
2009".
Section 2.2 Date and Maturities. The Series 2009 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 Series 2009 Bonds shall be
initially issued as a single fully registered State Bond.
Except as provided in the next succeeding paragraph, principal payments, whether
at maturity or by redemption, shall be payable upon presentation of the applicable Series
2009 Bond at the offices of the Paying Agent for endorsement or surrender, or of any
successor Paying Agent. Payment of interest, if any, 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 writing 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 America.
So long as the Community Impact Board is the Registered Owner of the Series
2009 Bonds, payments of principal and interest, if any, 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 principal payments stated for each year, payable
beginning October 1, 2010, and continuing on each October 1 thereafter until the total
principal sum shall be paid in full, as follows:
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October 1 Principal Maturing October 1 Principal Maturing
2011 $191,000 2024 $191,000
2012 191,000 2025 191,000
2013 191,000 2026 191,000
2014 191,000 2027 191,000
2015 191,000 2028 191,000
2016 191,000 2029 191,000
2017 191,000 2030 191,000
2018 191,000 2031 191,000
2019 191,000 2032 191,000
2020 191,000 2033 191,000
2021 191,000 2034 191,000
2022 191,000 2035 180,000
2023 191,000
The Series 2009 Bonds bear no interest, except with respect to delinquent
payments as set forth herein.
Section 2.3 Optional Redemption and Redemption Prices. Each principal
payment of the Series 2009 Bond is subject to prepayment and redemption at any time, in
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 dates thereof, and by lot selected by the Issuer if less than all of
the Series 2009 Bonds of a particular due 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' prior written notice of the amount of prepayment and the date scheduled for
prepayment to the Community Impact Board with respect to the Series 2009 Bonds, and
at a redemption price equal to 100% of the principal 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. 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 prior to the date fixed for redemption. Such notice
shall state the following information:
(i) the complete official name of the Exchange Bonds,
including series, to be redeemed, the identification numbers of the
Exchange Bonds being redeemed;
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(ii) any other descriptive information needed to identify
accurately the Exchange Bonds being redeemed, including, but not limited
to, the original issue date of such Exchange Bonds;
(iii) in the case of partial redemption of any Exchange Bonds,
the respective principal amounts thereof to be redeemed;
(iv) the date of mailing of redemption notices and the
redemption date;
(v) the redemption price;
(vi) that on the redemption date the redemption price will
become due and payable upon each such Exchange Bond or portion
thereof called for redemption; and
(vii) the place where such Exchange Bonds are to be
surrendered for payment of the redemption price, 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 price 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 price.
Notice of redemption shall be given, not more than forty-five (45) days
nor less than thirty (30) days prior 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 Series 2009 Bonds for redemption prior 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 2009 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 Series 2009 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 Series 2009 Bond, a new Series 2009
Bond in principal amount equal to the unredeemed portion of such Series 2009
Bond will be issued.
4852-3596-8771/M0014-001 8
Section 2.5 Execution and Delivery of the Series 2009 Bonds. The Mayor is
hereby authorized to execute by manual or facsimile signature the Series 2009 Bonds and
the City Recorder to countersign by manual or facsimile signature the Series 2009 Bonds
and to have imprinted, stamped or otherwise placed on the Series 2009 Bonds the official
seal of the Issuer. The City Recorder is hereby authorized to deliver to the Community
Impact Board the Series 2009 Bonds upon payment to the Issuer of the proceeds of the
Series 2009 Bonds.
Section 2.6 Delinquent Payment. Payments of principal on the Series 2009
Bonds which are delinquent from the due date thereof shall draw interest at the rate of
eighteen percent (18%) per annum on the delinquent payment from said due date until
paid in full.
Section 2.7 Exchange of Series 2009 Bonds. As long as the Community
Impact Board is the sole Registered Owner of the Series 2009 Bonds, the Series 2009
Bonds shall be issued only as the Series 2009 Bonds in the form prescribed in Exhibit A.
It is recognized that the Community Impact Board may sell or otherwise transfer the
Series 2009 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 Series 2009 Bonds pursuant to the State Financing Consolidation Act, or otherwise,
the Series 2009 Bonds shall be exchanged at the office of the Paying Agent for a like
aggregate principal 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
Series 2009 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 prescribed in
Exhibit B, and shall be executed pursuant to authorization contained in Section 2.5
hereof. Each principal payment on the Series 2009 Bonds not previously paid or
cancelled shall be represented by an equivalent principal amount of Exchange Bonds, in
authorized denominations, and of like maturity. 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 Series 2009 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.
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ARTICLE III
REGISTRATION, PAYMENT, AND FLOW OF FUNDS
Section 3.1 Execution of and Registration of Series 2009 Bonds; Persons
Treated as Owners. The Series 2009 Bonds shall be signed by the Issuer and the Issuer
shall cause books for the registration and for the transfer of the Series 2009 Bonds to be
kept by the City Recorder who is hereby appointed the Registrar of the Issuer with
respect to the Series 2009 Bonds. Any Series 2009 Bond may, in accordance with its
terms, be transferred only upon the registration books kept by the Registrar, by the person
in whose name it is registered, in person or by his duly authorized attorney, upon
surrender of such Series 2009 Bond for cancellation, accompanied by delivery of a
written 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 Series 2009 Bond duly endorsed by, or accompanied
by a written instrument or instruments of transfer in form satisfactory to the Registrar and
duly executed by, the Registered Owner or his attorney duly authorized in writing, the
Issuer shall execute and deliver in the name of the transferee or transferees, a new Series
2009 Bond or Bonds of the same maturity and series for a like aggregate principal
amount as the Series 2009 Bond surrendered for transfer. Series 2009 Bonds may be
exchanged at the office of the Registrar for a like aggregate principal amount of Series
2009 Bonds of the same series or other authorized denominations and the same maturity.
The execution by the Issuer of any Series 2009 Bond of any authorized denomination
shall constitute full and due authorization of such denomination, and the Registrar shall
thereby be authorized to deliver such Series 2009 Bond. The Registrar shall not be
required to transfer or exchange any Exchange Bond at any time following the mailing of
notice calling such Series 2009 Bond for redemption.
Series 2009 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 Series 2009 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 price 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 Series 2009 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 hereinabove provided. All such payments shall be
valid and effectual to satisfy and discharge the liability upon such Series 2009 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 Series 2009 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 Series 2009 Bond shall be
delivered.
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Section 3.2 Deposit of Bond Proceeds. The proceeds from the sale of the
Series 2009 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 Series 2009
Bonds. Any unexpended balance of the proceeds from the sale of the Series 2009 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 Sinking Fund
Account," hereinafter referred to as the "Sinking Fund" established under the resolution
authorizing the Outstanding Bonds, and shall be used only for the prepayment of the
Series 2009 Bonds. Principal last to become due shall be prepaid first, and in the event
less than all of the principal amount of the Series 2009 Bonds maturing on the last due
date are to be redeemed, the Issuer shall by lot select those Series 2009 Bonds to be
prepaid. Proceeds from the sale of the Series 2009 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. Following the transfer of unexpended funds from the
Escrow Account to the Bond Account, the Escrow Account will be closed.
Section 3.3 The Series 2009 Bonds Constitute Special Limited Obligations.
Notwithstanding anything in this Bond Resolution elsewhere contained, the principal and
interest, if any, on the Series 2009 Bonds shall be payable out of 100% of the Revenues,
and in no event shall the Series 2009 Bonds be deemed or construed to be a general
indebtedness of the Issuer or payable from any funds of the Issuer other than the
Revenues. The Revenues are hereby pledged for repayment of the Series 2009 Bonds.
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 Series 2009 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 Series 2009 Bonds. From and after the
earlier of the delivery date of the Series 2009 Bonds, and until all the Series 2009 Bonds
have been fully paid, the Revenues shall be set aside into the City of Moab Sales Tax
Revenue Fund (the "Revenue Fund"), established under the resolution authorizing the
Outstanding Bonds adopted September 23, 2003, and designated Resolution No. 23-2003,
to be held by the Depository Bank. The Issuer will thereafter make accounting
allocations of the funds deposited in said Revenue Fund for the following purposes and in
the following priority:
(a) Revenues in 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,
4852-3596-8771/M0014-001 11
to the extent of the availability of Revenues, the prompt payment of the
principal and interest, if any, on the Series 2009 Bonds and all bonds
issued on a parity therewith, including the Outstanding Bonds, as shall
become due. The amount to be so set aside with respect to the Series 2009
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, 2009, and shall equal 1/12 of the amount of the
principal on the payment next due on the Series 2009 Bonds; and
(ii) 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 (a) the amounts to be allocated to
the reserve account with respect to the Outstanding Bonds and (b) on or
before the tenth day of each month, beginning October 10, 2009, to the
Reserve Account designated as the "Reserve Account —Series 2009"
established on the books of the Issuer an amount equal to the Reserve
Fund Installment, plus such additional amount as may be required to meet
any annual installment to the Reserve Account —Series 2009 not
theretofore made in whole or in part, such allocation shall continue until
there shall have been accumulated in the Reserve Account — Series 2009
an amount equal to the Reserve Fund Requirement. Amounts allocated to
the Reserve Account — Series 2009 shall be used to pay the principal and
interest, if any, falling due on the Series 2009 Bonds at any time when
there are not sufficient funds in the Bond Account to pay the same, but
pending such use may be invested as hereafter provided. When the
Reserve Account — Series 2009 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 (a) to prepay or
redeem the Series 2009 Bonds and Outstanding Bonds in whole or in part, or (b)
for any other 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 derived from the investment of the
funds of the Bond Account shall be maintained in said funds and disbursed along with the
4852-3596-8771/M0014-001 12
other moneys on deposit therein as herein provided. All income derived from the
investment of the Reserve Accounts shall at the end of each Sinking Fund Year be
transferred by the Issuer to the Bond Account so long as the Reserve Account —Series
2009 after said transfer shall have funds equaling the Reserve Fund Requirement and the
reserve account with respect to the Outstanding Bonds is fully funded. Should the
Reserve Account —Series 2009 have less than the Reserve Fund Requirement, then said
income shall be maintained in Reserve Account —Series 2009 until total deposits in said
Reserve Account equal the Reserve Fund Requirement. 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 principal outstanding of the Series 2009 Bonds and the
Outstanding Bonds. Whenever the money in the Bond Account and the Reserve Account
equal the total principal amount of the Series 2009 Bonds and Outstanding Bonds, the
money in those Accounts shall be used to prepay all of such Bonds.
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ARTICLE IV
GENERAL COVENANTS
Section 4.1 General Covenants. The Issuer hereby covenants and agrees with
each and every holder of the Series 2009 Bonds the following:
(a) While any of the Series 2009 Bonds remain outstanding and
unpaid, any resolution or other enactment of the Governing Body of the Issuer,
applying the Revenues for the payment of the Series 2009 Bonds, shall be
irrevocable until the Series 2009 Bonds have been paid in full, and shall not be
subject to amendment or modification in any manner which would impair the
rights of the holders of the Series 2009 Bonds or which would in any way
jeopardize the timely payment of principal when due.
(b) The average annual installments of principal and interest, if any, on
the Series 2009 Bonds and any bonds issued on a parity, including the Series 2009
Bonds, will not at any one time exceed 80% of the total amount of the total with
Revenues received by the Issuer during the Sinking Fund Year immediately
preceding the Sinking Fund Year in which this Bond Resolution is adopted.
(c) So long as any Series 2009 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 relating to the receipt and use of the Revenues. Each Bondholder or
any duly authorized agent or agents of such holder shall have the right 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 within 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 firm 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, during such periods of time as the Community
Impact Board is the Registered Owner of the State Bonds, each such audit will be
supplied to the Community Impact Board as soon as completed without prior
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;
(ii) A balance sheet as of the end of such Sinking Fund Year;
(iii) The accountant's comments regarding the manner in which
the Issuer has carried out the requirements of this Bond Resolution, and
the accountant's recommendations for any change or improvement; and
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(iv) An analysis of all funds and accounts created in this Bond
Resolution, setting out all deposits and disbursements made during the
Sinking Fund Year and the amount in each fund or account at the end of
the Sinking Fund Year.
The Bondholder may, upon written 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 Subsection
4.1(c), provided, however, that such waiver shall not apply to the reporting
requirements of the Issuer set forth in Subsection 4.1(d) herein.
(d) In addition to the reporting requirements set forth in Subsection
4.1(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 Series 2009 Bonds.
If a Bondholder is other than the Community 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 right to
discuss with the accountant compiling such information the contents thereof and
to ask for such additional 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 carried by similar governmental
entities.
(g) The Bondholder shall have the right 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 Series 2009 Bonds shall
be bonded by a responsible corporate surety in an amount not less than two times
the maximum debt service payment on the Series 2009 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.
4852-3596-8771/MO014-001 15
(j) 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, materials or supplies which if unpaid might by law
become a lien or charge upon the Project or the Revenues or any part thereof or
which might impair the security of the Series 2009 Bonds, except when the Issuer
in good faith contests its liability to pay the same.
(k) All payments falling due on the Series 2009 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 maintain 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 territory now or
hereafter in the Issuer or served by the Project.
Section 4.2 Covenant of State of Utah. In accordance with Section 11-14-
307(3), Utah Code Annotated 1953, as amended, the State of Utah hereby pledges and
agrees with the owners of the Series 2009 Bonds that it will not alter, impair or limit the
Revenues in a manner that reduces the amounts to be rebated to the Issuer which are
devoted or pledged herein until the Series 2009 Bonds, together with applicable interest,
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 the protection of the holders of the Series 2009 Bonds.
Section 4.3 Additional Indebtedness Series 2009 Bonds. No additional
indebtedness, bonds or notes of the Issuer payable on a priority superior to the Series
2009 Bonds out of the Revenues shall be created or incurred by the Issuer without the
prior written consent of all holders of the Series 2009 Bonds. Furthermore, the Series
2009 Bonds shall not be entitled to any priority one over the other in application of the
Revenues, regardless of the time or times of their issuance, it being the intention of the
Issuer that there shall be no priority among the Series 2009 Bonds authorized to be issued
pursuant to this Resolution 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 Series 2009 Bonds have been paid
in full unless such additional bonds are issued in such manner that they are in all respects
subordinate to the Series 2009 Bonds.
The provisions of the foregoing paragraph are subject to the following two
exceptions:
(1) The Series 2009 Bonds or any part thereof may be refunded. The
refunding bonds so issued shall enjoy a lien on the Revenues on a parity with the
Series 2009 Bonds except that if fewer than all of the Series 2009 Bonds
outstanding at the time are so refunded, no refunding bonds shall bear interest at a
4852-3596-8771/MO014-001 16
rate higher or mature at a date earlier than the corresponding Series 2009 Bond
refunded thereby without the consent of the owners and holders of all of the
unrefunded Series 2009 Bonds. In all other respects, refunding bonds may be
secured in such manner and may be payable from such sources and be subject to
other terms and provisions that may be provided in the resolution authorizing their
issuance. Refunding bonds may be exchanged with the consent of the
Bondholder for not less than a like principal amount of the Series 2009 Bonds
authorized 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 Series 2009 Bonds refunded.
(2) Additional bonds may be issued on a parity with the Series 2009
Bonds herein authorized if all of the following conditions are met at the time of
the issuance of such additional bonds (herein referred to as "Parity Bonds"):
(i) The Issuer's Revenues in the Sinking Fund Year preceding
the year in which the Parity Bonds are to be issued were 125% of the
Average Annual Debt Service on all of the Series 2009 Bonds and Parity
Bonds then outstanding and the Parity Bonds so proposed to be issued.
(ii) All payments required by 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 therein.
(iii) The Parity Bonds must be payable as to principal on
October 1 of each year in which principal falls due.
(iv) The proceedings authorizing such Parity 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 Series 2009
Bonds, the Outstanding Bonds and Parity Bonds then outstanding and the
Parity 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 Parity Bonds.
4852-3596-8771/M0014-001 17
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 in writing 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 principal amount
on the Series 2009 Bonds, said interest penalty to accrue from the date of the
notice of the Bondholder to the Issuer referenced hereinabove 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 rights thereto, in 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 right, power or remedy
accruing upon a default shall impair any such right, power or remedy or shall be
construed to be a waiver of any default or acquiescence therein; and every such right,
power or remedy may be exercised from time to time as may be deemed expedient.
Section 5.2 Amendments to Bond Resolution. Provisions of this Bond
Resolution shall constitute a contract between the Issuer and the Bondholder; and after
the issuance of the Series 2009 Bonds, no change, variation 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 Series 2009 Bonds have been paid in full except as hereinafter provided.
The Bondholders shall have the right 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 Series 2009 Bonds then outstanding. Such notice shall
briefly 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
4852-3596-8771/M0014-001 18
inspection. Should a Bondholder consent to the proposed amendment to this Bond
Resolution, it shall submit to the Issuer a written instrument which shall refer to the
proposed amendatory resolution described in said notice and shall specifically consent to
and approve the adoption thereof. Upon receipt of Bondholder consents representing at
least 75% of the principal of Series 2009 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 permitting (a) an
extension of the stated maturity or reduction in the principal 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 2009 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 Series 2009 Bonds which would be affected by
the action to be taken, or (c) a reduction in the aforesaid aggregate principal amount of
Series 2009 Bonds, the Bondholders of which are required to consent to any such waiver
or a mandatory resolution, or (d) affect the rights of the Bondholders of less than all
Series 2009 Bonds then outstanding, without the consent of the Bondholders of all the
Series 2009 Bonds at the time outstanding which would be affected by the action to be
taken.
If a Bondholder at the time 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 right 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 m any jurisdiction who by the laws
thereof is authorized to take acknowledgments of deeds within such jurisdiction, that the
person signing 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 in the office of the City Recorder where it shall be made available for inspection
by any Bondholder or his 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 ad
valorem tax either to pay the principal of or interest, if any, on the Series 2009 Bonds
authorized herein or to meet any obligation contained herein concerning the Series 2009
Bonds.
4852-3596-8771/M0014-001 19
Section 5.4 Defeasance of the Series 2009 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 Series 2009 Bonds for the payments due or to become due
thereon at the times and in the manner stipulated therein, then the first lien pledge of the
Revenues under this Bond Resolution and any and all estate, right, 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 Series 2009 Bonds) shall be cancelled and
discharged.
Any Series 2009 Bond shall be deemed to be paid within the meaning of this
section when payment of the Series 2009 Bonds (whether such due date be by reason of
maturity or upon prepayment or redemption as provided herein) shall have been made in
accordance with the terms thereof. At such time as the Series 2009 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 securities held by a Depository Bank for
the payment of the Series 2009 Bonds).
Section 5.5 Sale of Series 2009 Bonds Approved. The sale of the Series 2009
Bonds to the Community Impact Board 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 Series 2009 Bonds to be Issued. In accordance with the
provisions of the Act the Issuer has designated the Moab Times as the official newspaper
of the Issuer authorized to publish legal notices for the Issuer, and the City Recorder has
caused a "Notice of Public Hearing and Bonds to be Issued" calling a public hearing to
receive input from the public with respect to the issuance of the Series 2009 Bonds and
providing notice of bonds to be issued to be published once a week for three consecutive
weeks in the Moab Times -Independent, a newspaper having general circulation in the
Issuer with the first publication being not less than 14 days before the public hearing and
posting said notice on the Utah Public Notice Website not less than 14 days before the
public hearing, and has caused a copy of this Bond Resolution to be kept on file in the
office of the City Recorder of the Issuer for public examination during regular business
hours for at least thirty (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
appropriate officials of the Issuer, and each of them, are hereby authorized 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
appropriate in order to implement and carry out the matters authorized in this Bond
Resolution and the documents authorized and approved herein.
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
4852-3596-8771/M0014-001 20
,A.1
invalidity or unenforceability of such section, paragraph, clause or provision shall not
affect any of the remaining 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 Act.
Section 5.10 Statutory Authority. The Series 2009 Bonds are issued under the
Authority of the Act and each Series 2009 Bond certificate shall so recite. By adoption
of this Bond Resolution, it is the intention of the Issuer to comply in all respects with the
applicable provisions of the Act and the Series 2009 Bonds issued hereby shall be
incontestable for any reason whatsoever after their delivery for value.
Section 5.11 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. The City Recorder is hereby directed to complete the attached Record of
Proceedings.
Section 5.12 Effective Date of Resolution. This Resolution shall take effect
immediately upon its approval and adoption.
Mayor
ATTEST:
City Recorder
(SEAL)
4852-3596-8771/MO014-001 21
RECORD OF PROCEEDINGS
The Governing Body of the Issuer met in public session at the Governing Body's
regular meeting place in Moab, Utah on August 11, 2009 (the "Meeting"), at the hour of
7:00 p.m., or as soon thereafter as feasible, with the following members of the City
Council being present:
David Sakrison Mayor
Gregg W. Stucki Councilmember
Rob Sweeten Councilmember
Sarah C. Bauman Councilmember
Kyle D. Bailey Councilmember
Jeffrey Davis Councilmember
Also present:
Rachel Ellison
Donna J. Metzler
Absent:
which constituted all the members thereof.
City Recorder
City Manager
After the Meeting had been duly called to order and after other matters were
discussed, the foregoing resolution (the "Resolution") was introduced in written form and
fully discussed.
A motion to adopt the Resolution was then duly made by Council Member
and seconded by Council Member
and the Resolution was put to a vote and carried, the vote being as follows:
Those voting YEA:
Those voting NAY:
Those Abstaining:
Other business not pertinent to the Resolution appears in the minutes of the Meeting.
Upon the conclusion of all business on the Agenda and motion duly made and carried, the
Meeting was adjourned.
4852-3596-8771/M0014-001 22
CERTIFICATE OF CITY RECORDER
I, Rachel Ellison, the duly qualified and acting City Recorder of the Issuer do
hereby certify according to the records of the Governing Body of the Issuer in my
possession that the foregoing constitutes a true, correct and complete copy of the minutes
of the regular meeting of the Governing Body held on August 11, 2009, as it pertains to a
resolution adopted by the Governing Body at said meeting, including the Resolution, as
said minutes and Resolution are officially of record in my possession.
IN WITNESS WHEREOF, I have hereunto subscribed my signature and
impressed hereon the official seal of the Issuer this August 11, 2009.
City Recorder
(SEAL)
4852-3596-8771/M0014-001 23
CERTIFICATE OF COMPLIANCE WITH
OPEN MEETING LAW
I, Rachel Ellison, the undersigned City Recorder of 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 54-4-202,
Utah Code Annotated, 1953, as amended, I gave not less than 24 hours public notice of
the agenda, date, time and place of the August 11, 2009 public meeting, held by the
Issuer as follows:
(a) By causing a Meeting Notice, in the form attached, to be
posted at the principal offices of the Issuer at least 24 hours prior to the
convening of the meeting, the Meeting Notice having continuously
remained so posted and available for public inspection until the
completion of the meeting; and
(b) By causing a copy of the Meeting Notice to be delivered to
a newspaper of general circulation within the Issuer at least 24 hours prior
to the convening of the meeting.
(c) By causing a copy of the Meeting Notice to be posted on
the Utah Public Notice Website at least 24 hours prior to the convening of
the meeting.
In addition, the attached Notice of 2009 Annual Meeting Schedule for the Council
was given specifying the date, time and place of the regular meetings of the Council of
the Issuer to be held during the year, by causing said Notice to be posted at the principal
office of the City on , 20 , and by causing a copy of said Notice to
be provided to at least one newspaper of general circulation within the geographic
jurisdiction of the Issuer on , 20 , and by causing a copy of that
Notice to be posted on the Utah Public Notice Website on January 30, 2009.
IN WITNESS WHEREOF, I have hereunto subscribed my official signature this
August 11, 2009.
City Recorder
(SEAL)
(Attach Meeting Notice/Agenda and Proof of Posting)
(Attach Notice of 2009 Annual Meeting Schedule)
(Attach Posting of 2009 Annual Meeting Schedule on Utah Public Notice Website)
4852-3596-8771/M0014-001 24
EXHIBIT A
FORM OF STATE BONDS
UNITED STATES OF AMERICA
STATE OF UTAH
COUNTY OF GRAND
CITY OF MOAB
TAXABLE SALES TAX REVENUE BOND
SERIES 2009
$4,764,000
The City of Moab, 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 State of Utah Permanent Community Impact Fund Board or
registered assigns last named on the Registration Certificate attached hereto (the
"Registered Owner"), the principal amount of $4,764,000, bearing no interest, payable
annually on October 1 of each year, beginning October 1, 2010. Principal shall be
payable in registered installments on October 1 of each of the years as set forth in the
following Repayment Schedule:
PAYMENT SCHEDULE
October 1 Principal Maturing October 1 Principal Maturing
2011 $191,000 2024 $191,000
2012 191,000 2025 191,000
2013 191,000 2026 191,000
2014 191,000 2027 191,000
2015 191,000 2028 191,000
2016 191,000 2029 191,000
2017 191,000 2030 191,000
2018 191,000 2031 191,000
2019 191,000 2032 191,000
2020 191,000 2033 191,000
2021 191,000 2034 - 191,000
2022 191,000 2035 180,000
2023 191,000
Except as provided in the next succeeding paragraph, principal payments, whether
at maturity 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, if any,
shall be made to the Registered Owner thereof and shall be paid by check or draft mailed
4852-3596-8771/M0014-001 A-1
, A
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 writing by such Registered Owner.
As long as the State of Utah Permanent Community Impact Fund Board (the
"Community Impact Board") is the registered holder of this Bond, installment payments
of principal and interest, if any, shall be made by check or draft mailed 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 principal 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 coin
or currency which on the date of payment is legal tender for the payment of debts due the
United States of America. All payments shall be applied first to interest, if any, and then
to principal.
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 in the Bond Resolution), all as more fully
described and provided in the Bond Resolution.
This Bond is issued pursuant to (i) a parameters resolution adopted on January 13,
2009, and the Bond Resolution adopted by the Issuer on August 11, 2009 (collectively,
the "Bond Resolution"), and (ii) the Utah Local Government Bonding Act, Title 11,
Chapter 14, Utah Code Annotated, 1953, as amended, for the purpose of financing
recreational improvements and related improvements. This Bond is a special limited
obligation of the Issuer payable solely from the Issuer's Revenues (as defined in the Bond
Resolution) 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.
This Bond is issued on parity with the Issuer's Outstanding Bonds (as defined in
the Bond Resolution) such that this Bond and the Outstanding Bonds enjoy an equal lien
pledge of the Revenues.
As provided in the Bond Resolution, bonds, notes and other obligations may be
issued from time to time in one or more series in "various principal amounts, may mature
at different times, may bear interest at different rates and may otherwise vary as provided
in the Bond Resolution, and the aggregate principal 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 parity
with this Bond are and will be equally and ratably secured by the pledge and covenants
made therein, except as otherwise expressly provided or permitted in or pursuant to the
Bond Resolution.
4852-3596-8771/M0014-001 A-2
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 appropriation for its payment.
This Bond is subject to prepayment and redemption at any time, in 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 principal 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 price equal to the principal amount to be so prepaid.
Notice of redemption shall be mailed by the Issuer, postage prepaid, not less than
thirty (30) days prior to the date fixed for prepayment, to the registered owner of this
Bond addressed to such owner at its address appearing 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 principal amount of the
bonds or, upon exchange, in the denomination of $1,000 and any integral multiple
thereof.
IN ACCORDANCE WITH SECTION 11-14-307(3), UTAH CODE
ANNOTATED 1953, AS AMENDED, THE STATE OF UTAH HEREBY PLEDGES
AND AGREES WITH THE HOLDERS OF THE BONDS THAT IT WTi L 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 11-14-307, 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 prescribed in the Bond Resolution.
The holder or owner of this Bond shall have no right 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 shall be registered in the name of the initial purchaser and any
subsequent purchasers in an appropriate 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 authorized in
writing, by the surrender of this Bond, together with a written instrument of transfer
satisfactory to the Issuer, duly executed by the registered owner or his attorney duly
4852-3596-8771/M0014-001 A-3
authorized in writing; 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 prescribed 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 parity 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 parity with this Bond,
if any.
4852-3596-8771/MO014-001 A-4
LI -1
IN TESTIMONY WHEREOF, the Issuer has caused this Bond to be signed by its
Mayor and countersigned by its City Recorder under the corporate seal of said Issuer this
2009.
/s/ (Do Not Sign)
Mayor
Countersigned:
/s/ (Do Not Sign)
City Recorder
(SEAL)
4852-3596-8771/M0014-001 A-5
REGISTRATION CERTIFICATE
(No writing to be placed herein except by
the Bond Registrar)
Date of
Registration Name of Registered Owner Signature of Bond Registrar
4852-3596-8771/M0014-001 A-6
INTEREST RATE
EXHIBIT B
FORM OF EXCHANGE BOND
UNITED STATES OF AMERICA
STATE OF UTAH
COUNTY OF GRAND
CITY OF MOAB
TAXABLE SALES TAX REVENUE BONDS
SERIES 2009
MATURITY DATE ISSUE DATE
0% October 1, 20
Registered Owner:
Principal Amount: Dollars
The City of Moab, 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 Maturity Date specified above, upon presentation and surrender thereof, the Principal
Amount identified above. Principal and redemption price 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 maturity.
If this Bond 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 paid in full.
This Bond is one of an authorized issue of bonds of like date, term and effect
except as to maturity, in the aggregate principal amount of
Dollars ($ ), issued in exchange for the conversion of the Issuer's Taxable
Sales Tax Revenue Bond, Series 2009, in the total principal sum of $4,764,000,
authorized by the Bond Resolution adopted on August 11, 2009, and parameters
resolution adopted January 13, 2009 (collectively, the "Bond Resolution"). This Bond
and the issue of Bonds of which it is a part is issued pursuant to (i) the Bond Resolution
and (ii) the Utah Local Government Bonding Act, Title 11, Chapter 14, Utah Code
Annotated, 1953, as amended, for the purpose of financing recreational improvements
and related improvements. This Bond is a special limited obligation of the Issuer payable
4852-3596-8771/M0014-001 B-1
rl ��
solely from the Issuer's Revenues (as defined in the Bond Resolution) 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.
This Bond is issued on parity with the Issuer's Outstanding Bonds (as defined in
the Bond Resolution) such that this Bond and the Outstanding Bonds enjoy an equal lien
pledge of the Revenues.
As provided in the Bond Resolution, bonds, notes and other obligations may be
issued from time to time in one or more series in various principal amounts, may mature
at different times, may bear interest at different rates and may otherwise vary as provided
in the Bond Resolution, and the aggregate principal 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 parity
with this Bond are and will be equally and ratably secured by the pledge and covenants
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 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 appropriation for its payment.
The Bonds are subject to redemption prior to maturity at any time, in whole or in
part (if in part, in integral multiples of $1,000), at the election of the Issuer in inverse
order of maturity and by lot within each maturity 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 price equal to 100% of the principal 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 appearing on the
registration books maintained by the Issuer.
Subject to the provisions of the Bond Resolution, the Series 2009 Bonds (as
defined in the Bond Resolution) are issuable in fully registered form, without coupons, in
denomination equal to the principal amount of the bonds or, upon exchange, in the
denomination of $1,000 or any integral multiple thereof.
IN ACCORDANCE WITH SECTION 11-14-307(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 11-14-307, 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,
4852-3596-8771/M0014-001 B-2
.t it
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 prescribed in the Bond Resolution.
The Registered Owner of this Bond shall have no right 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 is transferable by the registered holder hereof in person or by his
attorney duly authorized in writing at the office of the City Recorder (the "Registrar") in
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 series and the
same maturity and of authorized denomination or denominations for the same aggregate
principal 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 it forms 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 it forms 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 it forms a part and all bonds issued on a parity with this
Bond, if any, and that said Revenues are not pledged, hypothecated or anticipated in any
way other than by the issue of Series 2009 Bonds of which this Bond is one and all bonds
issued on a parity with this Bond, if any.
4852-3596-8771/M0014-001 B-3
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 , 2009.
/s/ (Do Not Sign)
Mayor
Countersigned:
/s/ (Do Not Sign)
City Recorder
(SEAL)
4852-3596-8771/M0014-001 B-4
ASSIGNMENT
FOR VALUE RECEIVED, , the undersigned,
hereby sells, assigns and transfers unto
(Tax Identification or Social
Security No. ) the within Bond and all rights thereunder and hereby
irrevocably constitutes and appoints attorney to transfer the
within Bond on the books kept for registration thereof, with full power of substitution in
the premises.
DATED:
NOTICE: The signature to this assignment
must correspond with the name as it appears
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.
4852-3596-8771/M0014-001 B-5
l
CITY OF MOAB
217 EAST CENTER STREET
MOAB, UTAH 84532-2534
MAIN NUMBER (435) 259-51 21
FAX NUMBER (435) 259-4135
To: Honorable Mayor and City Council
From: Donna Metzler, City Manager
Date: August 7, 2009
Subject: Final Bond Resolution for Aquatic Center
MAYOR: DAVID L. SAKRISON
COUNCIL: KYLE BAILEY
JEFFREY A. DAVIS
SARAH BAUMAN
GREGG W. STUCKI
ROB SWEETEN
You may recall that in January of this year, the City Council approved the parameters
resolution for issuance of the bonds for the Recreation and Aquatic Center. The
parameters resolution called for the required public hearing for issuance of the bonds
and declared the City's intent to issue the bonds. The public hearing was held February
24, 2009.
Now up for your approval is the Final Bond Resolution. You may recall that the City had
to approve a contract for the construction portion of the project before the Final Bond
Resolution could be approved, which the City Council did last month. Approval of the
Final Bond Resolution is the final action that the City Council must take prior to the
City's closing on the bonds. The closing is scheduled for August 18, 2009, which is the
same day the existing pool facility is scheduled for demolition.
You will recall that the bonds are in the amount of $4,764,000, at 0% over 25 years.
The first payment is due in October, 2011.
I recommend approval of the Final Bond Resolution.
ADM-MEM-09-08-001