HomeMy Public PortalAboutRES-CC-2018-29City of Moab, Utah
June 26, 2018
The City Council (the "Council") of the City of Moab, Utah, met in regular public
session at the regular meeting place of the Council in Moab, Utah, on Tuesday, June 26,
2018, at the hour of 7:00 p.m., with the following members of the Council being present:
Emily Niehaus Mayor
Rani Derasary Councilmember
Mike Duncan Councilmember
Karen Guzman -Newton Councilmember
Kalen Jones Councilmember
Tawny Knuteson-Boyd Councilmember
Also present:
Rachel Stenta
David Everitt
City Recorder
City Manager
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 June 26, 2018,
meeting, a copy of which is attached hereto as Exhibit A.
The following resolution was then introduced in written form, was fully discussed,
and pursuant to motion duly made by Councilmember Guzman -Newton and seconded by
Councilmember Knuteson-Boyd, was adopted by the following vote:
AYE:
NAY:
Councilmembers:
Derasary
Duncan
Guzman -Newton
Jones
Knuteson-Boyd
The resolution is as follows:
RESOLUTION NO. 29-2018
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOAB,
UTAH (THE "ISSUER"), AUTHORIZING THE ISSUANCE AND SALE
OF NOT MORE THAN $800,000 AGGREGATE PRINCIPAL AMOUNT
OF SALES TAX REVENUE BONDS, SERIES 2018 (THE "BONDS");
FIXING THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF
THE BONDS, THE MAXIMUM NUMBER OF YEARS OVER WHICH
THE BONDS MAY MATURE, THE MAXIMUM INTEREST RATE
WHICH THE BONDS MAY BEAR, AND THE MAXIMUM DISCOUNT
FROM PAR AT WHICH THE BONDS MAY BE SOLD; DELEGATING
TO CERTAIN OFFICERS OF THE ISSUER THE AUTHORITY TO
APPROVE THE FINAL TERMS AND PROVISIONS OF THE BONDS
WITHIN THE PARAMETERS SET FORTH HEREIN; PROVIDING FOR
THE PUBLICATION OF A NOTICE OF PUBLIC HEARING AND
BONDS TO BE ISSUED; PROVIDING FOR THE RUNNING OF A
CONTEST PERIOD AND SETTING OF A PUBLIC HEARING DATE;
AUTHORIZING AND APPROVING THE EXECUTION OF A
SUPPLEMENTAL MASTER RESOLUTION AND OTHER
DOCUMENTS REQUIRED IN CONNECTION THEREWITH;
AUTHORIZING THE TAKING OF ALL OTHER ACTIONS
NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS RESOLUTION; AND RELATED
MATTERS.
WHEREAS, the City Council (the "Council") of the Issuer desires to (a) finance all
or a portion of the costs of construction of infrastructure and system improvements,
including roads, utilities, storm water system facilities and street lighting and all related
improvements (collectively, the "Series 2018 Project") and (b) pay costs of issuance with
respect to the Series 2018 Bonds herein described; and
WHEREAS, to accomplish the purposes set forth in the preceding recital, and
subject to the limitations set forth herein, the Issuer desires to issue its Sales Tax Revenue
Bonds, Series 2018 (the "Series 2018 Bonds") (to be issued from time to time as one or
more series and with such other series or title designation(s) as may be determined by the
Issuer), pursuant to (a) the Local Government Bonding Act, Title 11, Chapter 14, Utah
Code Annotated 1953, as amended (the "Act"), (b) this Resolution, and (c) a supplemental
master resolution (the "Master Resolution") in substantially the form presented to the
meeting at which this Resolution was adopted and which is attached hereto as Exhibit B;
and
WHEREAS, the State of Utah acting through the Permanent Community Impact
Fund Board (the "CIB") has offered to purchase the Issuer's Series 2018 Bonds; and
WHEREAS, the Act provides that prior to issuing bonds, an issuing entity must (a)
give notice of its intent to issue such bonds and (b) hold a public hearing to receive input
from the public with respect to (i) the issuance of the bonds and (ii) the potential economic
2
impact that the improvement, facility or property for which the bonds pay all or part of the
cost will have on the private sector; and
WHEREAS, the Issuer desires to call a public hearing for this purpose and to
publish a notice of such hearing with respect to the Series 2018 Bonds, including a notice
of bonds to be issued, in compliance with the Act; and
WHEREAS, in order to allow the Issuer flexibility in setting the pricing date of the
Series 2018 Bonds to optimize debt service costs to the Issuer, the Council desires to grant
to the Mayor or Mayor pro tern (collectively, the "Mayor") and the City Manager
(collectively, the "Designated Officers"), the authority to (a) approve the principal
amounts, interest rates, terms, maturities, redemption features, and purchase price at which
the Series 2018 Bonds shall be sold and (b) make any changes with respect thereto from
those terms which were before the Council at the time of adoption of this Resolution,
provided such terms do not exceed the parameters set forth for such terms in this Resolution
(the "Parameters");
NOW, THEREFORE, it is hereby resolved by the City Council of the City of Moab,
Utah, as follows:
Section 1. For the purpose of (a) financing the Series 2018 Project and (b)
paying costs of issuance of the Series 2018 Bonds, the Issuer hereby authorizes the issuance
of the Series 2018 Bonds which shall be designated "City of Moab, Utah Sales Tax
Revenue Bonds, Series 2018" (to be issued from time to time as one or more series and
with such other series or title designation(s) as may be determined by the Issuer) in the
aggregate principal amount of not to exceed $800,000 The Series 2018 Bonds shall mature
in not more than twenty-two (22) years from their date or dates, shall be sold at a price not
less than ninety-eight percent (98%) of the total principal amount thereof, shall bear interest
at a rate or rates of not to exceed three percent (3.00%) per annum, as shall be approved by
the Designated Officers, all within the Parameters set forth herein.
Section 2. The Designated Officers are hereby authorized to specify and agree as
to the method of sale, the final principal amounts, terms, discounts, maturities, interest
rates, redemption features, and purchase price with respect to the Series 2018 Bonds for
and on behalf of the Issuer, provided that such terms are within the Parameters set by this
Resolution.
Section 3. The Master Resolution in substantially the form presented to this
meeting and attached hereto as Exhibit B is hereby authorized, approved, and confirmed.
The Mayor and City Recorder are hereby authorized to execute and deliver the Master
Resolution in substantially the form and with substantially the content as the form
presented at this meeting for and on behalf of the Issuer, with final terms as may be
established by the Designated Officers within the Parameters set forth herein, and with
such alterations, changes or additions as may be necessary or as may be authorized by
Section 5 hereof.
Section 4. The Designated Officers or other appropriate officials of the Issuer
are authorized to make any alterations, changes or additions to the Master Resolution, the
3
Series 2018 Bonds or any other document herein authorized and approved which may be
necessary to conform the same to the final terms of the Series 2018 Bonds (within the
Parameters set by this Resolution), to correct errors or omissions therein, to complete the
same, to remove ambiguities therefrom, or to conform the same to other provisions of said
instruments, to the provisions of this Resolution or any resolution adopted by the Council
or the provisions of the laws of the State of Utah or the United States.
Section 5. The form, terms, and provisions of the Series 2018 Bonds and the
provisions for the signatures, authentication, payment, registration, transfer, exchange,
redemption, and number shall be as set forth in the Master Resolution. The Mayor and the
City Recorder are hereby authorized and directed to execute and seal the Series 2018
Bonds. The signatures of the Mayor and the City Recorder may be by facsimile or manual
execution.
Section 6. The Designated Officers or other appropriate officials of the Issuer
are hereby authorized and directed to authenticate and deliver the Series 2018 Bonds in
accordance with the provisions of the Master Resolution.
Section 7. Upon their issuance, the Series 2018 Bonds will constitute special
limited obligations of the Issuer payable solely from and to the extent of the sources set
forth in the Series 2018 Bonds and the Master Resolution. No provision of this Resolution,
the Master Resolution, the Series 2018 Bonds, or any other instrument, shall be construed
as creating a general obligation of the Issuer, or of creating a general obligation of the State
of Utah or any political subdivision thereof, or as incurring or creating a charge upon the
general credit of the Issuer or its taxing powers.
Section 8. The Designated Officers and other 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
(including, without limitation, any escrow agreement permitted under the Master
Resolution and tax compliance procedures) and to perform all other acts they may deem
necessary or appropriate in order to implement and carry out the matters authorized in this
Resolution and the documents authorized and approved herein.
Section 9. After the Series 2018 Bonds are delivered to the Purchaser and upon
receipt of payment therefor, this Resolution shall be and remain irrepealable until the
principal of, premium, if any, and interest on the Series 2018 Bonds are deemed to have
been duly discharged in accordance with the terms and provisions of the Master Resolution.
Section 10. The Issuer shall hold a public hearing on July 25, 2018 to receive
input from the public with respect to (a) the issuance of the Series 2018 Bonds issued under
the Act, and (b) the potential economic impact that the improvements to be financed with
the proceeds of the Series 2018 Bonds issued under the Act will have on the private sector,
which hearing date shall not be less than fourteen (14) days after notice of the public
hearing is first published and such publication shall be made (i) once a week for two
consecutive weeks in the Times Independent, a newspaper of general circulation in the
Issuer, (ii) on the Utah Public Notice Website created under Section 63F-1-701, Utah Code
Annotated 1953, as amended, and (iii) on the Utah Legal Notices website
4
(www.utahlegals.com) created under Section 45-1-101, Utah Code Annotated 1953, as
amended. The City Recorder shall cause a copy of this Resolution (together with all
exhibits hereto) to be kept on file in the City of Moab of offices, for public examination
during the regular business hours of the Issuer until at least thirty (30) days from and after
the last date of the newspaper publication thereof. The Issuer directs its officers and staff
to publish a "Notice of Public Hearing and Bonds to be Issued" in substantially the
following form:
5
NOTICE OF PUBLIC HEARING AND BONDS TO BE ISSUED
NOTICE IS HEREBY GIVEN pursuant to the provisions of the Local Government
Bonding Act, Title 11, Chapter 14, Utah Code Annotated 1953, as amended (the "Act"),
that on June 26, 2018, the City Council (the "Council") of the City of Moab, Utah (the
"Issuer"), adopted a resolution (the "Resolution") in which it authorized the issuance of the
Issuer's Sales Tax Revenue Bonds, Series 2018 (the "Series 2018 Bonds") (to be issued in
one or more series and with such other series or title designation(s) as may be determined
by the Issuer), and called a public hearing to receive input from the public with respect to
(a) the issuance of that portion of the Series 2018 Bonds issued under the Act and (b) any
potential economic impact that the Project described herein to be financed with the
proceeds of the Series 2018 Bonds issued under the Act may have on the private sector.
TIME, PLACE AND LOCATION OF PUBLIC HEARING
The Issuer shall hold a public hearing on July 25, 2018, at the hour of 7:00 p.m. at
217 East Center, Moab, Utah. The purpose of the hearing is to receive input from the
public with respect to (a) the issuance of that portion of the Series 2018 Bonds issued under
the Act and (b) any potential economic impact that the Project to be financed with the
proceeds of that portion of the Series 2018 Bonds issued under the Act may have on the
private sector. A11 members of the public are invited to attend and participate.
PURPOSE FOR ISSUING THE SERIES 2018 BONDS
The Series 2018 Bonds will be issued for the purpose of (a) financing the costs of
construction of infrastructure and system improvements, including roads, utilities, storm
water system facilities and street lighting and all related improvements (collectively, the
"Project"), and (b) paying costs of issuance of the Series 2018 Bonds.
PARAMETERS OF THE SERIES 2018 BONDS
The Issuer intends to issue the Series 2018 Bonds in the aggregate principal amount
of not more than Eight Hundred Thousand Dollars ($800,000), to mature in not more than
twenty-two (22) years from their date or dates, to be sold at a price not less than ninety-
eight percent (98%) of the total principal amount thereof, and bearing interest at a rate or
rates not to exceed three percent (3.00%) per annum. The Series 2018 Bonds are to be
issued and sold by the Issuer pursuant to the Resolution, including as part of said
Resolution, a Supplemental Master Resolution ("Master Resolution") which was before
the Council in substantially final form at the time of the adoption of the Resolution and
said Master Resolution is to be executed by the Issuer in such form and with such changes
thereto as shall be approved by the Issuer; provided that the principal amount, interest rate
or rates, maturity, and discount of the Series 2018 Bonds will not exceed the maximums
set forth above. The Issuer reserves the right to not issue the Series 2018 Bonds for any
reason and at any time up to the issuance of the Series 2018 Bonds.
6
REVENUES PROPOSED TO BE PLEDGED
The Issuer proposes to pledge up to 100% of all the revenues produced by local
sales and use taxes levied by the City under the Local Sales and Use Tax Act, Title 59,
Chapter 12, Part 2, Utah Code (the "Revenues").
OUTSTANDING BONDS SECURED BY REVENUES
The Issuer currently has $4,839,000 of bonds outstanding secured by the Revenues.
OTHER OUTSTANDING BONDS OF THE ISSUER
Additional information regarding the Issuer's outstanding bonds may be found in
the Issuer's financial report (the "Financial Report") at: http://secure.utah.gov/auditor-
search/. For additional information, including any information more recent than as of the
date of the Financial Report, please contact, City Manager (435) 259-5121.
TOTAL ESTIMATED COST OF BONDS
Based on the Issuer's current plan of finance and a current estimate of interest rates,
the total principal and interest cost of the Series 2018 Bonds to be issued under the Act to
finance the Project, if held until maturity, is $932,375.
A copy of the Resolution and the Master Resolution are on file in the office of the
City of Moab Recorder, 217 East Center, Moab, Utah, where they may be examined during
regular business hours of the City Recorder from 8:00 a.m. to 5:00 p.m. Monday through
Friday, for a period of at least thirty (30) days from and after the date of publication of this
notice.
NOTICE IS FURTHER GIVEN that a period of thirty (30) days from and after the
date of the publication of this notice is provided by law during which (i) any person in
interest shall have the right to contest the legality of the Resolution, the Master Resolution
or the Series 2018 Bonds, or any provision made for the security and payment of the Series
2018 Bonds, and that after such time, no one shall have any cause of action to contest the
regularity, formality, or legality thereof for any cause whatsoever and (ii) registered voters
within the City of Moab, Utah may sign a written petition requesting an election to
authorize the issuance of the Series 2018 Bonds. If written petitions which have been
signed by at least 20% of the registered voters of the City of Moab, Utah are filed with the
Issuer during said 30-day period, the Issuer shall be required to hold an election to obtain
voter authorization prior to the issuance of the Series 2018 Bonds. If fewer than 20% of
the registered voters of the City of Moab, Utah file a written petition during said 30-day
period, the Issuer may proceed to issue the Series 2018 Bonds without an election.
DATED this June 26, 2018.
/s/Rachel Stenta
City Recorder
7
Section 11. The Issuer hereby reserves the right to opt not to issue the Series
2018 Bonds for any reason, including without limitation, consideration of the opinions
expressed at the public hearing.
Section 12. All resolutions or parts thereof in conflict herewith are, to the extent
of such conflict, hereby repealed and this Resolution shall be in full force and effect
immediately upon its approval and adoption.
Section 13. The Issuer hereby declares its intention and reasonable expectation
to use proceeds of tax-exempt bonds to reimburse itself for initial expenditures for costs of
the Series 2018 Project. The Series 2018 Bonds are to be issued, and the reimbursements
made, by the later of 18-months after the payment of the costs or after the Project is placed
in service, but in any event, no later than three years after the date the original expenditure
was paid. The maximum principal amount of the Series 2018 Bonds which will be issued
to finance the reimbursed costs of the Project is not expected to exceed $800,000.
8
(SEAL)
ATTEST:
Bv:
APPROVED AND ADOPTED this June 26, 2018.
By:
City Recorder
Mayor
(Other business not pertinent to the foregoing appears in the minutes of the
meeting.)
Upon the conclusion of all business on the Agenda, the meeting was adjourned.
(SEAL)
By:
ATTEST:
By:(DcLt_at.e 3,,Azt _
City Recorder
Mayor
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STATE OF UTAH
COUNTY OF GRAND
I, Rachel Stenta, the duly appointed and qualified City Recorder of the City of
Moab, Utah (the "City"), do hereby certify according to the records of the City Council of
the City (the "City Council") in my official possession that the foregoing constitutes a true
and correct excerpt of the minutes of the meeting of the City Council held on June 26,
2018, including a resolution (the "Resolution") adopted at said meeting as said minutes
and Resolution are officially of record in my possession.
I further certify that the Resolution, with all exhibits attached, was deposited in my
office on July 25, 2018, and pursuant to the Resolution, there will be published a Notice of
Public Hearing and Bonds to be Issued no less than fourteen (14) days before the public
hearing date: (a) once a week for two consecutive weeks in the Times Independent, a
newspaper having general circulation within the City, the affidavit of which publication
will be attached upon availability, (b) on the Utah Public Notice Website created under
Section 63F-1-701, Utah Code Annotated 1953, as amended and (c) on the Utah Legal
Notices website (www.utahlegals.com) created under Section 45-1-101, Utah Code
Annotated 1953, as amended.
IN WITNESS WHEREOF, I have hereunto subscribed my signature and impressed
hereon the official seal of said City, this June 26, 2018.
(SEAL)
By: aCk,Latte iW✓J-r-&--,
City Recorder
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EXHIBIT A
CERTIFICATE OF COMPLIANCE WITH
OPEN MEETING LAW
I, Rachel Stenta, the undersigned City Recorder of the City of Moab, Utah (the
"City"), do hereby certify, according to the records of the City in my official possession,
and upon my own knowledge and belief, that in accordance with the requirements of
Section 52-4-202, 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 June 26, 2018,
public meeting held by the City Council of the City (the "City Council") as follows:
(a) By causing a Notice, in the form attached hereto as Schedule 1, to
be posted at the principal offices of the City on June 22, 2018, at least twenty-four
(24) hours prior to the convening of the meeting, said Notice having continuously
remained so posted and available for public inspection until the completion of the
meeting;
(b) By causing a copy of such Notice, in the form attached hereto as
Schedule 1, to be delivered to the Times Independent on June 21, 2018, at least
twenty-four (24) hours prior to the convening of the meeting; and
(c) By causing a copy of such Notice, in the form attached hereto as
Schedule 1, to be posted on the Utah Public Notice Website (http://pmn.utah.gov)
at least twenty-four (24) hours prior to the convening of the meeting.
In addition, the Notice of 2018 Annual Meeting Schedule for the City Council
(attached hereto as Schedule 2) was given specifying the date, time, and place of the regular
meetings of the City Council to be held during the year, by causing said Notice to be (a)
posted on January 18, 2018, at the principal office of the City Council, (b) provided to at
least one newspaper of general circulation within the City on January 18, 2018, and (c)
published on the Utah Public Notice Website (http://pmn.utah.gov) during the current
calendar year.
IN WITNESS WHEREOF, I have hereunto subscribed my official signature this
June 26, 2018.
(SEAL)
By:
City Recorder
A-1
SCHEDULE
NOTICE OF MEETING
A-2
CITY OF
M oAg
UTAH
City Council
Regular Council Meeting
City Council Chambers
Tuesday, June 26, 2o18 at 6:0o p.m.
217 East Center Street
Moab, Utah 84532
Main Number (435) 259-5121
Fax Number (435) 259-4135
www.moabcity.org
6:0o p.m.
7:0o p.m.
SECTION 1:
SECTION 2:
SECTION 3:
SECTION 4:
SECTION 5:
PRE -COUNCIL WORKSHOP
■ Open and Public Meetings Act Training — David Church, Utah
League of Cities and Towns General Counsel
■ Community Energy Briefing — Rocky Mountain Power
CALL TO ORDER AND PLEDGE OF ALLEGIANCE
APPROVAL OF MINUTES
1-1 June 12, 2018
1-2 June 19, 2018
MAYOR AND COUNCIL REPORTS
ADMINISTRATIVE REPORTS
PRESENTATIONS
4-1 Presentation by Edith Sage Regarding the BEACON After School
Program
CITIZENS TO BE HEARD
SECTION 6: SPECIAL EVENTS/VENDORS/BEER LICENSES
6-1 Approval of a Request by Stephanie Haycock for an Amplified Music
Event at Old City Park on September 8, 2018 for the Chacon Family
Reunion
SECTION 7:
OLD BUSINESS
7-1 Approval of Proposed Ordinance #2018-11— An Ordinance Adopting
the City of Moab Pay Plan Schedule and Adopting the Exempt and
Elected Officials Salaries for Fiscal Year 2018-2019
SECTION 8: NEW BUSINESS
8-1 Confirmation of Mayoral Appointment to the Moab City Water
Conservation and Drought Management Advisory Board
8-2 Utah Geologic Survey - Moab Geologic Hazards Presentation
8-3 Briefing regarding the Status of City Infrastructure and Capital
Improvement Funding Scenarios
8-4 Consideration for Adoption of Proposed Resolution #29-2018 — A
Resolution of the City Council of the City of Moab, Utah (The "Issuer"),
Authorizing the Issuance and Sale of Not More Than $800,000 Aggregate
Principal Amount of Sales Tax Revenue Bonds, Series 2018; and Related
Matters and setting a Public Hearing date of July 25, 2018
SECTION 9: EXECUTIVE CLOSED SESSION
9-1 An Executive Session for a Strategy Session to Discuss Pending or
Reasonably Imminent Litigation
9-2 An Executive Session to Discuss the Character, Professional
Competence, or Physical or Mental Health of an Individual
SECTION io: APPROVAL OF BILLS AGAINST THE CITY OF MOAB
SECTION ii: ADJOURNMENT
In compliance with the Americans with Disabilities Act, individuals needing special accommodations during this meeting
should notify the Recorder's Office at 217 East Center Street, Moab, Utah 84532; or phone (435) 259-5121 at least three
(3) working days prior to the meeting. Check our website for updates at: www.moabcity.org
SCHEDULE 2
ANNUAL MEETING SCHEDULE
A-3
City of Moab
Regular Council AMENDED Meeting Schedule
2018
The City of Moab will hold Regular City Council Meetings at 7:00 PM with workshops
beginning at 6:30 PM on the second and fourth Tuesdays of each month. All Regular
City Council Meetings will be held in the Moab City Council Chambers at 217 East Center
Street, Moab, Utah. Meeting dates will be as follows:
Regular Meeting
January 9
Regular Meeting/Joint
Planning Commission
January 22
Joint Meeting with Grand
County Council (Possible)
January 30
Regular Meeting
February 13
Regular Meeting
February 27
Regular Meeting
March 13
Regular Meeting
March 27
Regular Meeting
April 10
Regular Meeting/Joint
Planning Commission
April 24
Regular Meeting
May 8
Regular Meeting
May 22
Joint Meeting with Grand
County Council (Possible)
May 29
Regular Meeting
June 12
Regular Meeting
June 26
Regular Meeting/Joint
Planning Commission
July 10
Regular Meeting
(falls on Pioneer Day)
July 25
Joint Meeting with Grand
County Council (Possible)
July 31
Regular Meeting
August 14
Regular Meeting
August 28
Regular Meeting
September 11
Regular Meeting
September 25
Regular Meeting
October 9
Regular Meeting/Joint
Planning Commission
October 23
Joint Meeting with Grand
County Council (Possible)
October 30
Regular Meeting
November 13
Regular Meeting
December 11
/s/ Rachel E. Stenta
City Recorder/Assistant City Manager
Published in the Times Independent, January 18 and 25, 2018.
(attach Proof of Publication of
Notice of Public Hearing and Bonds to be Issued)
A-4
NOTICE OF PUBLIC HEARING AND BONDS TO BE ISSUED
NOTICE IS HEREBY GIVEN pursuant to the provisions of the Local Government
Bonding Act, Title 11, Chapter 14, Utah Code Annotated 1953, as amended (the "Act"),
that on June 26, 2018, the City Council (the "Council") of the City of Moab, Utah (the
"Issuer"), adopted a resolution (the "Resolution") in which it authorized the issuance of the
Issuer's Sales Tax Revenue Bonds, Series 2018 (the "Series 2018 Bonds") (to be issued in
one or more series and with such other series or title designation(s) as may be determined
by the Issuer), and called a public hearing to receive input from the public with respect to
(a) the issuance of that portion of the Series 2018 Bonds issued under the Act and (b) any
potential economic impact that the Project described herein to be financed with the
proceeds of the Series 2018 Bonds issued under the Act may have on the private sector.
TIME, PLACE AND LOCATION OF PUBLIC HEARING
The Issuer shall hold a public hearing on July 25, 2018, at the hour of 7:00 p.m. at
217 East Center, Moab, Utah. The purpose of the hearing is to receive input from the
public with respect to (a) the issuance of that portion of the Series 2018 Bonds issued under
the Act and (b) any potential economic impact that the Project to be financed with the
proceeds of that portion of the Series 2018 Bonds issued under the Act may have on the
private sector. All members of the public are invited to attend and participate.
PURPOSE FOR ISSUING THE SERIES 2018 BONDS
The Series 2018 Bonds will be issued for the purpose of (a) financing the costs of
construction of infrastructure and system improvements, including roads, utilities, storm
water system facilities and street lighting and all related improvements (collectively, the
"Project"), and (b) paying costs of issuance of the Series 2018 Bonds.
PARAMETERS OF THE SERIES 2018 BONDS
The Issuer intends to issue the Series 2018 Bonds in the aggregate principal amount
of not more than Eight Hundred Thousand Dollars ($800,000), to mature in not more than
twenty-two (22) years from their date or dates, to be sold at a price not less than ninety-
eight percent (98%) of the total principal amount thereof, and bearing interest at a rate or
rates not to exceed three percent (3.00%) per annum. The Series 2018 Bonds are to be
issued and sold by the Issuer pursuant to the Resolution, including as part of said
Resolution, a Supplemental Master Resolution ("Master Resolution") which was before
the Council in substantially final form at the time of the adoption of the Resolution and
said Master Resolution is to be executed by the Issuer in such form and with such changes
thereto as shall be approved by the Issuer; provided that the principal amount, interest rate
or rates, maturity, and discount of the Series 2018 Bonds will not exceed the maximums
set forth above. The Issuer reserves the right to not issue the Series 2018 Bonds for any
reason and at any time up to the issuance of the Series 2018 Bonds.
D-1
REVENUES PROPOSED TO BE PLEDGED
The Issuer proposes to pledge up to 100% of all the revenues produced by local
sales and use taxes levied by the City under the Local Sales and Use Tax Act, Title 59,
Chapter 12, Part 2, Utah Code (the "Revenues").
OUTSTANDING BONDS SECURED BY REVENUES
The Issuer currently has $4,839,000 of bonds outstanding secured by the Revenues.
OTHER OUTSTANDING BONDS OF THE ISSUER
Additional information regarding the Issuer's outstanding bonds may be found in
the Issuer's financial report (the "Financial Report") at: http://secure.utah.gov/auditor-
search/. For additional information, including any information more recent than as of the
date of the Financial Report, please contact, City Manager (435) 259-5121.
TOTAL ESTIMATED COST OF BONDS
Based on the Issuer's current plan of finance and a current estimate of interest rates,
the total principal and interest cost of the Series 2018 Bonds to be issued under the Act to
finance the Project, if held until maturity, is $932,375.
A copy of the Resolution and the Master Resolution are on file in the office of the
City of Moab Recorder, 217 East Center, Moab, Utah, where they may be examined during
regular business hours of the City Recorder from 8:00 a.m. to 5:00 p.m. Monday through
Friday, for a period of at least thirty (30) days from and after the date of publication of this
notice.
NOTICE IS FURTHER GIVEN that a period of thirty (30) days from and after the
date of the publication of this notice is provided by law during which (i) any person in
interest shall have the right to contest the legality of the Resolution, the Master Resolution
or the Series 2018 Bonds, or any provision made for the security and payment of the Series
2018 Bonds, and that after such time, no one shall have any cause of action to contest the
regularity, formality, or legality thereof for any cause whatsoever and (ii) registered voters
within the City of Moab, Utah may sign a written petition requesting an election to
authorize the issuance of the Series 2018 Bonds. If written petitions which have been
signed by at least 20% of the registered voters of the City of Moab, Utah are filed with the
Issuer during said 30-day period, the Issuer shall be required to hold an election to obtain
voter authorization prior to the issuance of the Series 2018 Bonds. If fewer than 20% of
the registered voters of the City of Moab, Utah file a written petition during said 30-day
period, the Issuer may proceed to issue the Series 2018 Bonds without an election.
DATED this June 26, 2018.
/s/Rachel Stenta
City Recorder
EXHIBIT B
FORM OF SUPPLEMENTAL MASTER RESOLUTION
(See Transcript Document No. )
B-1
SUPPLEMENTAL MASTER RESOLUTION
OF
MOAB CITY, UTAH
AS ISSUER
DATED AS OF
, 2018
Table of Contents
ARTICLE I DEFINITIONS 1
Section 1.1 Definitions 1
Section 1.2 Master Resolution to Constitute Contract 4
ARTICLE II ISSUANCE OF SERIES 2018 BONDS 4
Section 2.1 Principal Amount, Designation, Series, and Interest Rate 4
Section 2.2 Date and Maturities 4
Section 2.3 Optional Redemption and Redemption Prices 6
Section 2.4 Notice of Redemption for Exchange Bonds 6
Section 2.5 Execution and Delivery of the Series 2018 Bonds 7
Section 2.6 Delinquent Payments 7
Section 2.7 Exchange of Series 2018 Bonds 7
ARTICLE III REGISTRATION, PAYMENT, AND FLOW OF FUNDS 8
Section 3.1 Execution of and Registration of Series 2018 Bonds; Persons Treated as
Owners 8
Section 3.2 Deposit of Bond Proceeds 9
Section 3.3 The Series 2018 Bonds Constitute Special Limited Obligations 10
Section 3.4 Flow of Funds 10
Section 3.5 Investment of Funds 11
ARTICLE IV GENERAL COVENANTS 12
Section 4.1 General Covenants 12
Section 4.2 Additional Indebtedness 14
ARTICLE V MISCELLANEOUS 15
Section 5.1 Default and Remedies 15
Section 5.2 Amendments to Resolution 15
Section 5.3 Maintenance of Proceedings 16
Section 5.4 Defeasance of the Series 2018 Bonds 16
Section 5.5 Sale of Series 2018 Bonds Approved 17
Section 5.6 Bondholders Not Responsible 17
Section 5.7 Notice of Series 2018 Bonds to be Issued 17
Section 5.8 Additional Certificates, Documents, and Other Papers 17
Section 5.9 Severability 17
Section 5.10 Resolutions in Conflict 18
Section 5.11 Effective Date of Resolution 18
i
EXHIBIT A FORM OF STATE BONDS A-1
EXHIBIT B FORM OF EXCHANGE BOND B-1
ii
SUPPLEMENTAL MASTER RESOLUTION
WHEREAS, the Local Government Bonding Act, Title 11, Chapter 14, Utah Code
Annotated 1953, as amended (the "Act"), authorizes the issuance of non -voted revenue
bonds payable solely from a special revenue source; and
WHEREAS, the City of Moab, Utah (the "Issuer") has previously issued its Sales
Tax Revenue Bonds, Series 2003, pursuant to a Bond Resolution dated as of October 14,
2003 (the "2003 Bond Resolution") and its Taxable Sales Tax Revenue Bonds, Series 2009,
pursuant to a Final Bond Resolution dated as of August 11, 2009 (the "2009 Bond
Resolution" and together with the 2003 Bond Resolution, the "Original Master
Resolution"); and
WHEREAS, the Issuer desires to finance all or a portion of the costs of construction
of infrastructure system improvements, including roads, utilities, storm water system
facilities and street lighting and all related improvements (collectively, the "Series 2018
Project"), the through the issuance of Sales Tax Revenue Bonds, Series 2018 (the "Series
2018 Bonds") in an aggregate principal amount of $ ; pursuant to this
supplemental master resolution (the "Master Resolution"); and
WHEREAS, the Series 2018 Bonds shall be issued on a parity with the Issuer's
Parity Bonds, such that the Series 2018 Bonds are secured by an equal lien pledge of the
Net Revenues with said Parity Bonds; and
WHEREAS, based upon the information available to the Issuer, the sales and use
tax revenues anticipated to be received by the Issuer pursuant to Title 59, Chapter 12, Part
3, Utah Code Annotated 1953, as amended (the "Revenues"), will be sufficient to pay the
debt service on the Series 2018 Bonds and the Series 2018 Bonds shall not at any one time
exceed an amount for which the average annual installments of principal will exceed eighty
percent (80%) of the Revenues received by the Issuer during its fiscal year immediately
preceding the fiscal year in which the Series 2018 Bonds will be issued; and
WHEREAS, the State of Utah acting through the Permanent Community Impact
Fund Board (the "Community Impact Board") has offered to purchase the Series 2018
Bonds at par in the total principal amount of $ ; and
WHEREAS, the Issuer desires to accept the offer of the Community Impact Board
and to confirm the sale of the Series 2018 Bonds to the Community Impact Board;
NOW, THEREFORE, it is hereby resolved by the City Council of Moab City, Utah,
as follows:
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 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 2018 Bonds or other forms of indebtedness, including the Parity
Bonds, issued on a parity with the Series 2018 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 2018 Bonds will remain outstanding.
"Bonds" means the Series 2018 Bonds and any Parity Bonds issued by the Issuer.
"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 Pennanent 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 2018 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 Account as herein described, the
deposits of which 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 Series 2018 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.
"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 2018
Bonds.
Master Resolution 2
"Exchange Bonds" means the fully registered Series 2018 Bonds issued in
substantially the form set forth in Exhibit B, in exchange for the State Bonds representing
the Series 2018 Bonds or in exchange for other Exchange Bonds, in the denomination of
no less than $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 2018
Bonds authorized herein.
"Governing Body" means the City Council of the Issuer.
"Interest Payment Date" means each October 1st beginning October 1, 2018.
"Issuer" means Moab City, Utah, or any successor entity.
"Master Resolution" means collectively, the Original Master Resolutions dated as
of October 14, 2003 and August 11, 2009 and the Supplemental Master Resolution dated
as of , 2018.
"Original Master Resolution" means collectively, the Resolutions dated as October
14, 2003 and August 11, 2009.
"Outstanding" or "Outstanding Bonds" means any Bond which has been issued and
delivered and not cancelled in accordance with the provisions hereof, except any Bond in
lieu of or in substitution for which a new Bond shall have been delivered herewith, unless
proof satisfactory to the Registrar is presented that such Bond is held by a bona fide holder
in due course.
"Parity Bonds" means any bonds issued on a parity with the Series 2018 Bonds,
including the Issuer's Sales Tax Revenue Bonds, Series 2003 and Taxable Sales Tax
Revenue Bonds, Series 2009.
"Registrar" or "Paying Agent" means the person or persons authorized by the Issuer
to maintain the registration books with respect to the Series 2018 Bonds and to pay the
principal on the Series 2018 Bonds on behalf of the Issuer. The initial Registrar and Paying
Agent for the Series 2018 Bonds is the City Recorder of the Issuer.
"Revenues" means 100% of the sales and use tax revenues received by the Issuer
pursuant to Title 59, Chapter 12, Part 2, Utah Code Annotated 1953, as amended.
"Series 2018 Bonds" means the Issuer's Sales Tax Revenue Bonds, Series 2018
issued in the total principal amount of $
"Series 2018 Project" means infrastructure and system improvements, including
roads, utilities, storm water system facilities and street lighting and all related
improvement.
Master Resolution 3
"Series 2018 Reserve Account Requirement" means, with respect to the Series
2018 Bonds, an amount equal to $ , the maximum annual debt service on the Series
2018 Bonds.
"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 initial delivery date of the Series 2018 Bonds and will end on the following June 30.
"State" means the State of Utah.
"State Bonds" means the fully registered Series 2018 Bonds issued in substantially
the form set forth in Exhibit A in the denominations equal to the aggregate principal amount
of the Series 2018 Bonds.
"Supplemental Master Resolution" means this Supplemental Master Resolution
dated as of , 2018.
Section 1.2 Master Resolution to Constitute Contract. In consideration of the
purchase and acceptance of any and all of the Series 2018 Bonds authorized to be issued
hereunder by the Owners thereof from time to time, this Master Resolution shall be deemed
to be and shall constitute a contract between the Issuer and the Owners from time to time
of the Series 2018 Bonds; and the pledge made in this Master Resolution and the covenants
and agreements herein set forth to be performed by or on behalf of the Issuer shall be for
the equal benefit, protection and security of the Owners of any and all of the Series 2018
Bonds all of which, regardless of the time or times of their authentication and delivery or
maturity, shall be of equal rank without preference, priority, or distinction of any of the
Series 2018 Bonds over any other thereof, except as expressly provided in or permitted by
this Master Resolution.
ARTICLE II ISSUANCE OF SERIES 2018 BONDS
Section 2.1 Principal Amount, Designation, Series, and Interest Rate. The
Series 2018 Bonds are hereby authorized for issuance for the purpose of providing funds
to (a) finance the Series 2018 Project and (b) pay costs incurred in connection with the
issuance of the Series 2018 Bonds. The Series 2018 Bonds shall be limited to $
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 interest at the rate of percent ( %)
per annum and shall be payable as specified herein. If issued as Exchange Bonds, the Series
2018 Bonds shall be in the denomination of $1,000 or any integral multiple thereof. The
Series 2018 Bonds shall be numbered from one (1) consecutively upward in order of
delivery by the Registrar. The Series 2018 Bonds shall be designated as, and shall be
distinguished from the bonds of all other series by the title, "Moab City, Utah Sales Tax
Revenue Bonds, Series 2018."
Section 2.2 Date and Maturities. The Series 2018 Bonds shall be dated as of
their date of delivery and shall be paid as provided in this Section 2.2. The Series 2018
Bonds shall be initially issued as a single fully registered State Bond.
Master Resolution 4
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
2018 Bond at the offices of the Paying Agent for endorsement or surrender, or of any
successor Paying Agent. 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.
Payment of interest on delinquent installments, 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.
So long as the Community Impact Board is the Registered Owner of the Series 2018
Bonds, payments of principal 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 Registrar. So long as the Community Impact Board
is the Registered Owner of the Series 2018 Bond, in lieu of presentation or the surrender
of the Series 2018 Bond to the Paying Agent for notations by the Paying Agent of such
payments, the Community Impact Board, by its Chair or his/her designee, shall endorse
such payments upon the Series 2018 Bond.
The Issuer shall make the principal and interest payments (interest accruing
beginning October 1, 2018) stated for each year beginning October 1, 2019, and continuing
on each October 1 thereafter until the total principal sum shall be paid in full, as follows:
Principal Installment Payment Date Principal Payable
Master Resolution 5
Section 2.3 Optional Redemption and Redemption Prices. Each principal
payment of the Series 2018 Bonds 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 2018 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 2018 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 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 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;
(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;
date;
(iv) the date of mailing of redemption notices and the redemption
(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
Master Resolution 6
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 2018 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 2018 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 2018 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 2018 Bond, a new Series 2018 Bond in principal
amount equal to the unredeemed portion of such Series 2018 Bond will be issued.
Section 2.5 Execution and Delivery of the Series 2018 Bonds. The Mayor of
the Issuer is hereby authorized to execute by manual or facsimile signature the Series 2018
Bonds and the City Recorder of the Issuer to countersign by manual or facsimile signature
the Series 2018 Bonds and to have imprinted, engraved, lithographed, stamped, or
otherwise placed on the Series 2018 Bonds the official seal of the Issuer. The City Recorder
is hereby authorized to deliver to the Community Impact Board the Series 2018 Bonds
upon payment to the Issuer of the proceeds of the Series 2018 Bonds.
Section 2.6 Delinquent Payments. Payments of principal of and/or interest on
the Series 2018 Bonds which are delinquent from the due date thereof shall draw interest
at the rate of eighteen (18%) per annum on the delinquent payment from said due date until
paid in full.
Section 2.7 Exchange of Series 2018 Bonds. As long as the Community Impact
Board is the sole Registered Owner of the Series 2018 Bonds, the Series 2018 Bonds shall
be issued only as the State Bonds in the form prescribed in Exhibit A. It is recognized that
the Community Impact Board may sell or otherwise transfer the Series 2018 Bonds
pursuant to the provisions of the State Financing Consolidation Act, Title 63B, Chapter lb,
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 2018 Bonds
pursuant to the State Financing Consolidation Act, or otherwise, the Series 2018 Bonds
shall be exchanged at the office of the Paying Agent for a like aggregate principal amount
Master Resolution 7
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 2018 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 2018
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 2018 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.
Section 2.9 Bank Designation of Series 2018 Bonds. [For purposes of and in
accordance with Section 265 of the Code, the Issuer has designated the Series 2018 Bonds
as an issue qualifying for the exception for certain qualified tax-exempt obligations to the
rule denying 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 described in Section
265(b)(3)(C)(ii) of the Code) which will be issued by the Issuer and by any aggregated
issuer during calendar year 2018 will not exceed $10,000,000. For purposes of this Section,
"aggregated issuer" means any entity which, (i) issues obligations on behalf of the Issuer,
(ii) derives its issuing authority from the Issuer, or (iii) 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 calendar year 2018 does not exceed $10,000,000.]
ARTICLE III REGISTRATION, PAYMENT, AND FLOW OF FUNDS
Section 3.1 Execution of and Registration of Series 2018 Bonds; Persons
Treated as Owners.
(a) The Series 2018 Bonds shall be signed by the Issuer and the Issuer
shall cause books for the registration and for the transfer of the Series 2018 Bonds
to be kept by the City Recorder who is hereby appointed the Registrar of the Issuer
with respect to the Series 2018 Bonds. Any Series 2018 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 2018 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 2018 Bond duly
endorsed by, or accompanied by a written instrument or instruments of transfer in
Master Resolution 8
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 2018 Bond or Bonds of the same
maturity and series for a like aggregate principal amount as the Series 2018 Bond
surrendered for transfer. Series 2018 Bonds may be exchanged at the office of the
Registrar for a like aggregate principal amount of Series 2018 Bonds of the same
series or other authorized denominations and the same maturity. The execution by
the Issuer of any Series 2018 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 2018 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 2018 Bond for redemption.
(b) Series 2018 Bonds surrendered for payment, redemption or
exchange, shall be promptly cancelled and destroyed by the Issuer.
(c) The Issuer, the Registrar and the Paying Agent may treat and
consider the person in whose name each Series 2018 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 2018 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 2018 Bond to the extent of
the sum or sums so paid.
(d) The Issuer may require the payment by the Registered Owner
requesting exchange or transfer of Series 2018 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 2018 Bond shall be delivered.
Section 3.2 Deposit of Bond Proceeds. The proceeds from the sale of the Series
2018 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
Series 2018 Project including the payment of costs of issuance of the Series 2018 Bonds.
Any unexpended proceeds balance remaining in the Escrow Account after completion of
the Series 2018 Project shall be paid immediately into the "Moab City Sales Tax Revenue
Bond Fund," hereinafter referred to herein as the "Sinking Fund" established hereunder,
and shall be used only for the prepayment of the Series 2018 Bonds based on original
principal amount. Principal last to become due shall be prepaid first, and in the event less
than all of the principal amount of the Series 2018 Bonds maturing on the last due date are
to be redeemed, the Issuer shall by lot select those Series 2018 Bonds to be prepaid.
Proceeds from the sale of the Series 2018 Bonds on deposit in the Escrow Account, may
Master Resolution 9
at the discretion of the Issuer, be invested by the Escrow Agent as provided in the Escrow
Agreement. Following the expenditure of money or a transfer of unexpended funds from
the Escrow Account to the Sinking Fund, the Escrow Account will be closed.
Section 3.3 The Series 2018 Bonds Constitute Special Limited Obligations.
Notwithstanding anything in this Resolution elsewhere contained, the principal and interest
on the Series 2018 Bonds shall be payable out of 100% of the Revenues, and in no event
shall the Series 2018 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 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 2018 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. From and after the delivery date of the Series 2018
Bonds, and until all the Parity Bonds and Series 2018 Bonds have been fully paid, the
Revenues shall be set aside into the "Moab City Sales Tax Revenue Fund" referred to
herein as "Revenue Fund" established hereunder. 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) There shall be allocated to a subaccount established on the books of
the Issuer hereunder known as the "Bond Fund," such amounts as will assure, to
the extent of the availability of Revenues, the prompt payment of the principal and
interest, if any, on the Series 2018 Bonds as shall become due and on all bonds or
obligations issued in parity therewith (including the Parity Bonds). The amount to
be so set aside with respect to the Series 2018 Bonds shall, as nearly as may be
practicable, be set aside and allocated to the Bond Fund, annually, on or before the
tenth day of each September, beginning September 1, 2018, an amount equal to the
principal and interest payable on the Series 2018 Bonds on the next succeeding
payment date to the end that there will be sufficient funds allocated to the Bond
Fund to pay the principal and interest, if any, on the Series 2018 Bonds and
principal and interest on all bonds or obligations issued on a parity therewith,
including the Parity Bonds, as and when the same become due. Amounts allocated
to the Bond Fund shall be used solely for the purpose of paying the Series 2018
Bonds and principal and interest on all bonds or obligations issued in parity
therewith, including the Parity Bonds, if applicable, and shall not be reallocated,
transferred, or paid out for any other purpose. In the event insufficient moneys are
available to make prompt payment of the full principal and interest on the Series
2018 Bonds as shall become due and the principal and interest on all bonds and
obligations issued in parity therewith, including the Parity Bonds, such moneys
shall be allocated pro rata based on the amount of principal and interest next coming
due on the Series 2018 Bonds and each such Parity Bond.
Master Resolution 10
(b) [The Issuer shall, upon the issuance of the Series 2018 Bonds,
deposit monthly $652 into a subaccount established on the books of the Issuer
known as the "Series 2018 Reserve Account" until the Series 2018 Reserve
Account Requirement of $46,925 has been met. Amounts deposited in the Series
2018 Reserve Account shall be used to pay the principal and interest falling due on
the Series 2018 Bonds at any time when there are insufficient funds in the Bond
Fund to pay the same, but pending such use may be invested as hereafter provided.
No further deposits to said Series 2018 Reserve Account need be made unless
payments from said Series 2018 Reserve Account have reduced the same below the
Series 2018 Reserve Account Requirement, in which event the Issuer agrees to
deposit prior to the next payment date on the Series 2018 Bonds legally available
moneys into the Series 2018 Reserve Account until there shall be on deposit therein
$46,925. In lieu of a separate subaccount as provided herein, the Issuer may use
internal notations on its books in order to account for the accumulation and
maintenance of the Series 2018 Reserve Account Requirement.]
(c) All remaining funds, if any, in the Bond Fund after all of the
payments required to be made into the Bond Fund and Series 2018 Reserve Account
have been made, may be used by the Issuer (i) to purchase or prepay any Bond in
accordance with the provisions hereof governing prepayment of the Bonds
authorized hereunder in advance of maturity or, in the case of Parity Bonds, in
accordance with the provisions of the resolution authorizing such Parity Bonds
governing prepayment of such Parity Bonds in advance of maturity, including
payment of expenses in connection with such purchase or prepayment; and (ii) to
pay the principal or prepayment price of on any Bonds, for any other lawful
purpose, including without limitation, payment of other obligations of the Issuer.
(d) 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 snaking additional
payments out of the first available Revenues thereafter received by the Issuer or
from other legally available moneys of the Issuer.
Section 3.5 Investment of Funds. All money maintained on deposit in the Bond
Fund, the Series 2018 Reserve Account, and in the Escrow Account shall be held as special
and not as general deposits, the beneficial interest in which shall be in the registered owners
from time to time of the Bonds. All money so maintained on deposit with the Issuer and
the Escrow Agent shall be secured to the fullest extent required or permitted by the laws
of the State of Utah pertaining to the securing of public deposits. All or part of the money
in the Bond Fund and in the Escrow Account shall be invested by the Issuer or the Escrow
Agent, as the case may be, in permitted investments, but any such investments so made
shall always be such that the obligations mature or become optional for redemption in
amounts and at times so as to assure the availability of the proceeds thereof when needed
for the purpose for which such funds were created. Investment earnings on all such
investments permitted hereunder shall be maintained in said funds or accounts and used
for the purpose for which such fund or account was created. Whenever any money so
invested from the Bond Fund or the Escrow Fund is needed for the purpose for which such
Master Resolution 11
fund was created, such investments, to the amount necessary, shall be liquidated by the
Depository Bank at the direction of the Issuer, and the proceeds thereof applied to the
required purpose. Investment earnings received on all investments in the Series 2018
Reserve Account shall be maintained in the Series 2018 Reserve Account until there shall
be on deposit therein the Series 2018 Reserve Account Requirement. Thereafter, any
investment earnings shall be transferred to the Bond Fund to be used to make payment on
the Series 2018 Bonds.
ARTICLE IV GENERAL COVENANTS
Section 4.1 General Covenants. The Issuer hereby covenants and agrees with
each and every holder of the Series 2018 Bonds issued hereunder the following:
(a) The Issuer covenants that it shall fund and maintain as provided
herein all funds referenced herein, until such time as the Series 2018 Bonds have
been paid in full.
(b) While any of the Series 2018 Bonds remain outstanding and unpaid,
any resolution or other enactment of the City Council of the Issuer, applying the
Revenues for the payment of the Series 2018 Bonds shall be irrevocable until the
Series 2018 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 2018 Bonds or which would in any way jeopardize the timely payment of
principal and interest when due.
(c) So long as any Series 2018 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 the 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:
(0 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;
Master Resolution 12
(iii) The accountant's comments regarding the manner in which
the Issuer has carried out the requirements of this Resolution, and the
accountant's recommendations for any change or improvement;
(iv) A list of the insurance policies in force at the end of the
Sinking Fund Year, setting out as to each policy, the amount of the policy,
the risks covered, the name of the insurer, and the expiration date of the
policy; and
(v) An analysis of all funds and accounts created in this
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 2018 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) The Bondholder shall have the right at all reasonable times to inspect
the Series 2018 Project, and all records, accounts and data of the Issuer relating
thereto, and upon request, the Issuer will furnish to the Community Impact Board,
financial statements and other information relating to the Issuer and the Series 2018
Project as it may from time to time reasonably require.
(f) 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 Series 2018 Project, or any part thereof or upon the Revenues, as
well as any lawful claims which if unpaid might by law become a lien or charge
upon the Series 2018 Project or the Revenues or any part thereof or which might
impair the security of the Series 2018 Bonds, except when the Issuer in good faith
contests its liability to pay the same.
Master Resolution 13
(g) All payments falling due on the Series 2018 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.
(h) 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 Series 2018 Project.
Section 4.2 Additional Indebtedness. No additional indebtedness, bonds or
notes of the Issuer secured by a pledge of the Revenues senior to the pledge of Revenues
for the payment of the Bonds and the Security Instrument Repayment Obligations herein
authorized shall be created or incurred without the prior written consent of the Owners of
100% of the Outstanding Bonds and the Security Instrument Issuers. In addition, no
Additional Bonds or other indebtedness, bonds or notes of the Issuer payable on a parity
with the Series 2018 Bonds and the Security Instrument Repayment Obligations herein
authorized out of Revenues shall be created or incurred, unless the following requirements
have been met:
(a) No Event of Default is existing under this Indenture on the date of
authentication of such Additional Bonds, unless (i) the Reserve Instrument
Providers and Owners of all Outstanding Bonds have each consented to the
issuance of such Additional Bonds despite the existence of an Event of Default.
(b) Revenues for the Bond Fund Year immediately preceding the
proposed date of issuance of such Additional Bonds are at least equal to 125% of
(i) the Average Aggregate Annual Debt Service Requirement on all Bonds and (ii)
all Reserve Instrument Repayment Obligations to be outstanding following the
issuance of such Additional Bonds; provided, however, that such Revenue coverage
test shall not apply to the issuance of any Additional Bonds to the extent they are
issued for refunding purposes and the average Aggregate Annual Debt Service for
such Additional Bonds does not exceed the then remaining average Aggregate
Annual Debt Service for the Bonds being refunded therewith.
(c) All payments required by this Indenture to be made into the Bond
Fund must have been made in full, and there must be in the Debt Service Reserve
Fund the full amount required by this Indenture to be accumulated therein at such
time.
(d) The proceedings authorizing the Additional Bonds must raise the
amount to which the Debt Service Reserve Fund shall be accumulated to an amount
no less than the Debt Service Reserve Requirement of all Bonds then outstanding
(excluding Bonds which are to be refunded with the proceeds of the Additional
Bonds), including the Additional Bonds.
The proceeds of the Additional Bonds must be used (i) to refund Bonds
issued hereunder or other obligations of the Issuer (including the funding of
Master Resolution 14
necessary reserves and the payment of costs of issuance) or (ii) to finance or
refinance a project (including the funding of necessary reserves and the payment of
costs of issuance).
ARTICLE V MISCELLANEOUS
Section 5.1 Default and Remedies. Failure of the Issuer to perform any covenant
or requirement of the Issuer under this 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 18% per annum of the outstanding principal amount and interest on the
Series 2018 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 Resolution. Provisions of this Resolution shall
constitute a contract between the Issuer and the Bondholder; and after the issuance of the
Series 2018 Bonds, no change, variation or alteration of any kind in the provisions of this
Resolution shall be made in any manner until such time as all of the Series 2018 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 Resolution in the manner and to the extent set out below.
Whenever the Issuer shall propose to amend or modify this Resolution under the
provisions of this section, it shall cause notice of the proposed amendment to be sent to all
Bondholders of all Series 2018 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 inspection.
Master Resolution 15
Should a Bondholder consent to the proposed amendment to this 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 seventy-five percent (75%) of
the principal of Series 2018 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 on delinquent payments, without the consent of the
Bondholder of such Series 2018 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 2018 Bonds which would be affected by
the action to be taken, or (c) a reduction in the aforesaid aggregate principal amount of
Series 2018 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
2018 Bonds then outstanding, without the consent of the Bondholders of all the Series 2018
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 in 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 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 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 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 to pay the principal and interest on the Series 2018
Bonds authorized herein or to meet any obligation contained herein concerning the Series
2018 Bonds.
Section 5.4 Defeasance of the Series 2018 Bonds. If the Issuer shall pay or
cause to be paid, or there shall be otherwise paid or provision for payment made to the
Master Resolution 16
Registered Owner of the Series 2018 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 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 2018 Bonds) shall be cancelled and discharged.
Any Series 2018 Bond shall be deemed to be paid within the meaning of this section
when payment of the Series 2018 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 2018 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 2018 Bonds).
Section 5.5 Sale of Series 2018 Bonds Approved. The sale of the Series 2018
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 of the Series 2018
Project.
Section 5.7 Notice of Series 2018 Bonds to be Issued. In accordance with the
provisions of the Act, the City Recorder has caused a "Notice of Public Hearing and Bonds
to be Issued" (the "Notice") to be (a) published once a week for two consecutive weeks in
the Times Independent, a newspaper having general circulation in the Issuer, and has
caused a copy of the Parameters Resolution to be kept on file in the office of the City
Recorder for public examination during regular business hours at least thirty (30) days from
and after the date of publication thereof, (b) posted on the Utah Public Notice Website
(http://pmn.utah.gov) created under Section 63F-1-701 Utah Code Annotated 1953, as
amended, and (c) posted on the Utah Legal Notices website (www.utahlegals.com) created
under Section 45-1-101, Utah Code Annotated 1953, as amended, no less than fourteen
(14) days prior to the hearing. Such notice is hereby reaffirmed and approved. In
accordance with the provisions of the Act and the Notice, a public hearing was held on July
25, 2018, to receive input with respect to the issuance of the Series 2018 Bonds and the
potential economic impact that the Series 2018 Project will have on the private sector.
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 Resolution
and the documents authorized and approved herein.
Section 5.9 Severability. If any section, paragraph, clause, or provision of this
Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph, clause, or provision shall not affect any of the
remaining provisions of this Resolution. It is hereby declared by the governing body of the
Master Resolution 17
Issuer that it is the intention of the Issuer by the adoption of this Resolution to comply in
all respects with the provisions of the Local Government Bonding 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 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.
Master Resolution 18
(SEAL)
By:
Mayor
ATTEST:
By:
City Recorder
S-1
MASTER RESOLUTION
EXHIBIT A
FORM OF STATE BONDS
UNITED STATES OF AMERICA
STATE OF UTAH
MOAB CITY
SALES TAX REVENUE BONDS SERIES 2018
$
Moab City, 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 hereof or registered assigns, the principal amount of not more than
$ , together with interest accruing beginning October 1, 2018 on the unpaid
principal balance from date of delivery of the Bonds, at the rate of percent
( o) per annum (calculated on the basis of a year of 360 days comprised of twelve 30-
day months), payable annually on October 1 of each year, with principal and interest
installments beginning October 1, 2019. Principal 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 Repayment Schedule:
Principal Installment Payment Date Principal Payable
A-1
Except as provided in the following paragraph, principal and interest 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.
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 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.
The Series 2018 Bonds shall be issued on a parity with the Issuer's Parity Bonds,
such that the Series 2018 Bonds are secured by an equal lien pledge of the Net Revenues
with said Parity Bond.
If any installment of Bond principal and/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
coin or currency which on the date of payment is legal tender for the payment of debts due
the United States of America.
This Bond is payable solely from a special fund designated "Moab City, Utah Sales
Tax Revenue Bond 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 Revenues,
as defined in the Supplemental Master Resolution dated as of , 2018, (the
"Master Resolution").
This Bond is issued pursuant to (a) the Master Resolution and (b) the Local
Government Bonding Act, Title 11, Chapter 14, Utah Code Annotated, 1953, as amended,
for the purpose of financing installation of flood control and storm water detention
improvements, and all related improvement (the "Series 2018 Project"). This Bond is a
special limited obligation of the Issuer payable solely from the Revenues (as defined in the
Master 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 Revenues (as defined in the Master Resolution).
As provided in the Master 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 Master 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 Master 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 Master
Resolution.
A-2
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 Master 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.
The Issuer covenants and agrees that any resolution, ordinance, or other enactment
of the governing body of the Issuer applying the Revenues for the payment of the Bonds
shall be irrevocable until these Bonds have been paid in full, and shall not be subject to
amendment in any manner which would impair the rights of the holders of such Bonds or
which would in any way jeopardize the timely payment of principal when due.
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(3), UTAH CODE
ANNOTATED 1953, AS AMENDED, UNTIL THE BONDS, ARE FULLY MET AND
DISCHARGED; PROVIDED, HOWEVER, THAT NOTHING SHALL PRECLUDE
SUCH ALTERATION, IMPAIRMENT OR LIMITATION IF AND WHEN ADEQUATE
PROVISION SHALL BE MADE BYLAW FOR PROTECTION OF THE HOLDERS OF
THE BONDS.
To the extent and in the respects permitted by the Master Resolution, the Master
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 Master Resolution.
The holder or owner of this Bond shall have no right to enforce the provisions of the Master
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 Master Resolution or to institute,
appear in, or defend any suit or other proceeding with respect thereto, except as provided
in the Master 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
A-3
the Issuer, duly executed by the registered owner or his attorney duly 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 Revenues (as defined in the Master
Resolution) 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.
A-4
IN TESTIMONY WHEREOF, the Issuer has caused this Bond to be signed (by
manual or facsimile signature) by its Mayor and countersigned (by manual or facsimile
signature) by its City Recorder under the seal of said Issuer this , 2018.
(SEAL)
ATTEST:
By:
City Recorder
By:
Mayor
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
State of Utah Permanent
Community Impact Fund Board
A-6
EXHIBIT B
FORM OF EXCHANGE BOND
UNITED STATES OF AMERICA
STATE OF UTAH
MOAB CITY
SALES TAX REVENUE BONDS SERIES 2018
INTEREST RATE MATURITY DATE ISSUE DATE
Registered Owner:
Principal Amount: Dollars
Moab City, 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.
Interest at the Interest Rate specified above on the Principal Amount hereof (calculated on
the basis of a year of 360 days comprised of twelve 30-day months) shall be payable by
check or draft mailed by the City Recorder of Moab City, Utah (the "Paying Agent") to the
Registered Owner hereof beginning and on each October 1 thereafter until
this Bond is paid in full. 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 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 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 Sales Tax Revenue Bonds, Series
2018 dated , 2018, in the total principal sum of $ , authorized
by a Parameters Resolution adopted on June 26, 2018, and a Master Resolution of the Issuer
dated as of , 2018 (collectively, the "Master Resolution"). This Bond and
the issue of Bonds of which it is a part is issued pursuant to (i) the Master Resolution and
(ii) the Local Government Bonding Act, Title 11, Chapter 14, Utah Code Annotated, 1953,
as amended, for the purpose of financing the costs of construction of infrastructure and
system improvements, including roads, utilities, storm water system facilities and street
lighting and all related improvements (the "Series 2018 Project"). This Bond is a special
limited obligation of the Issuer payable solely from the Revenues (as defined in the Master
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
B-1
construed to be a general obligation indebtedness of the Issuer or payable from any funds
of the Issuer other than the Revenues (as defined in the Master Resolution).
As provided in the Master 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 Master 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 Master 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 Master
Resolution.
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 Master 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 or any integral multiple thereof.
The Issuer covenants and agrees that any resolution, ordinance or other enactment
of the governing body of the Issuer applying the Revenues for the payment of the Bonds
shall be irrevocable until the Bonds have been paid in full, and shall not be subject to
amendment in any manner which would impair the rights of the holders of such Bonds or
which would in any way jeopardize the timely payment of principal when due.
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,
IMPAIRORLIMITTHEEXCISE 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(3), UTAH CODE
ANNOTATED 1953, AS AMENDED, UNTIL THE BONDS, 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 Master Resolution, the Master
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 Master Resolution.
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The Registered Owner of this Bond shall have no right to enforce the provisions of the
Master 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 Master Resolution or to
institute, appear in, or defend any suit or other proceeding with respect thereto, except as
provided in the Master 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 City,
Utah, but only in the manner, subject to the limitations and upon payment of the charges
provided in the Master 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 Revenues (as defined in the Master Resolution) 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 Bonds of which this Bond is one and all bonds issued
on a parity with this Bond, if any.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed (by manual
or facsimile signature) by its Mayor and countersigned (by manual or facsimile signature)
by its City Recorder with the seal of said Issuer affixed, all as of
(SEAL)
ATTEST:
By: (Do Not Sign)
City Recorder
By: (Do Not Sign)
Mayor
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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.
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