HomeMy Public PortalAboutPKT-CC-2021-02-23FEBRUARY 23, 2021
EXECUTIVE (CLOSED) SESSION 6:30 P.M.
REGULAR MEETING 7:00 P.M.
Consistent with provisions of the Utah Open and Public Meetings Act, Utah Code
Ann. § 54 -2 -207(4), the Moab City Council Chair has issued written
determinations supporting the decision to convene electronic meetings of the
Council without a physical anchor location. Due to the health and safety risks
related to the ongoing COVID -19 pandemic and considering public health orders
limiting in -person gatherings, the Moab City Council will continue to hold
meetings by electronic means. The public is invited and encouraged to view and
participate in the Council ’s electronic meetings by viewing the City ’s YouTube
channel: https://www.youtube.com/MoabCityGovernment
Executive (Closed) Session -6:30 p.m.
Strategy Session to Discuss Reasonably Imminent and/or Pending Litigation
Regular City Council Meeting -7:00 p.m.
Call to Order and Roll Call Attendance
Citizens to Be Heard
We are receiving public comments by phone and online through
Zoom. Citizens are limited to two (2) minutes for comments.
Dial: 669 -900 -9128 Meeting ID: 863 9299 8490 Passcode (if
needed): 030020
Link:https://us02web.zoom.us/j/86392998490?
pwd=ttcwwmfucnuymdzxz3mynld5nkflut09
Please note that when joining the meeting, you will be placed in
a waiting room and will be added to the meeting by the
moderator. Your comments will be recorded and on YouTube.
To have your written comments considered for the Citizens to
Be Heard portion of the electronic meeting, please fill out the
form found here: https://bit.ly/citizenstobeheard
You must submit your comments by 7:00 PM on the date of the
meeting. Please limit your comments to 400 words.
Administrative Reports
City Manager Updates
COVID -19 Updates
Finance Update
Engineering Update
Legal Update
Mayor and Council Reports
Approval of Minutes
Minutes: February 9, 2021, Regular Meeting
min -cc -2021 -02 -09 draft.pdf
New Business
Confirmation of Mayoral Appointment of Steve Getz to the Water Conservation
and Drought Management Advisory Board term commencing immediately and
expiring on December 31, 2023
Briefing and possible action
agenda summary getz water board appointment.pdf
Confirmation of Mayoral Appointment Eve Tallman to the Water Conservation
and Drought Management Advisory Board term commencing immediately and
expiring on December 31, 2023
Briefing and possible action
agenda summary tallman water board appointment.pdf
City of Moab Grant Program 2021
Briefing and possible action
agenda summary - city of moab grant program 2021.pdf
city of moab grant program 2021 council summary report.pdf
Proposed Resolution 03 -2021: A Resolution of the City Council of the City of
Moab, Utah, Authorizing the Issuance and Sale of not more than $7,000,000
Aggregate Principal Amount of Wastewater and Water Revenue Bonds, Series
2021
Briefing and possible action
resolution no. 03 -2021 agenda summary.pdf
resolution 03 -2021 - parameters resolution moab city water
and wastewater revenue 2021.pdf
2021 culinary water bond project list 2 -17 -2021.pdf
Proposed Resolution 04 -2021: A Resolution of the City Council of the City of
Moab, Utah, Authorizing the Issuance and Sale of not more than $6,500,000
Aggregate Principal Amount of Sales Tax Revenue Bonds, Series 2021; And All
Related Matters
Briefing and possible action
agenda summary -walnut lane strb resolution 04 -2021.pdf
resolution 04 -2021 parameters resolution moab sales tax rev
2021.pdf
walnut lane strb budget.pdf
Approval of Bills Against the City of Moab
Adjournment
Special Accommodations:
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
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FEBRUARY 23, 2021EXECUTIVE (CLOSED) SESSION 6:30 P.M.REGULAR MEETING 7:00 P.M.Consistent with provisions of the Utah Open and Public Meetings Act, Utah Code Ann. § 54 -2 -207(4), the Moab City Council Chair has issued written determinations supporting the decision to convene electronic meetings of the Council without a physical anchor location. Due to the health and safety risks related to the ongoing COVID -19 pandemic and considering public health orders limiting in -person gatherings, the Moab City Council will continue to hold meetings by electronic means. The public is invited and encouraged to view and participate in the Council ’s electronic meetings by viewing the City ’s YouTube channel: https://www.youtube.com/MoabCityGovernmentExecutive (Closed) Session -6:30 p.m.Strategy Session to Discuss Reasonably Imminent and/or Pending LitigationRegular City Council Meeting -7:00 p.m.Call to Order and Roll Call AttendanceCitizens to Be Heard We are receiving public comments by phone and online through Zoom. Citizens are limited to two (2) minutes for comments. Dial: 669 -900 -9128 Meeting ID: 863 9299 8490 Passcode (if needed): 030020Link:https://us02web.zoom.us/j/86392998490?pwd=ttcwwmfucnuymdzxz3mynld5nkflut09Please note that when joining the meeting, you will be placed in a waiting room and will be added to the meeting by the moderator. Your comments will be recorded and on YouTube. To have your written comments considered for the Citizens to Be Heard portion of the electronic meeting, please fill out the form found here: https://bit.ly/citizenstobeheardYou must submit your comments by 7:00 PM on the date of the meeting. Please limit your comments to 400 words.Administrative ReportsCity Manager Updates
COVID -19 Updates
Finance Update
Engineering Update
Legal Update
Mayor and Council Reports
Approval of Minutes
Minutes: February 9, 2021, Regular Meeting
min -cc -2021 -02 -09 draft.pdf
New Business
Confirmation of Mayoral Appointment of Steve Getz to the Water Conservation
and Drought Management Advisory Board term commencing immediately and
expiring on December 31, 2023
Briefing and possible action
agenda summary getz water board appointment.pdf
Confirmation of Mayoral Appointment Eve Tallman to the Water Conservation
and Drought Management Advisory Board term commencing immediately and
expiring on December 31, 2023
Briefing and possible action
agenda summary tallman water board appointment.pdf
City of Moab Grant Program 2021
Briefing and possible action
agenda summary - city of moab grant program 2021.pdf
city of moab grant program 2021 council summary report.pdf
Proposed Resolution 03 -2021: A Resolution of the City Council of the City of
Moab, Utah, Authorizing the Issuance and Sale of not more than $7,000,000
Aggregate Principal Amount of Wastewater and Water Revenue Bonds, Series
2021
Briefing and possible action
resolution no. 03 -2021 agenda summary.pdf
resolution 03 -2021 - parameters resolution moab city water
and wastewater revenue 2021.pdf
2021 culinary water bond project list 2 -17 -2021.pdf
Proposed Resolution 04 -2021: A Resolution of the City Council of the City of
Moab, Utah, Authorizing the Issuance and Sale of not more than $6,500,000
Aggregate Principal Amount of Sales Tax Revenue Bonds, Series 2021; And All
Related Matters
Briefing and possible action
agenda summary -walnut lane strb resolution 04 -2021.pdf
resolution 04 -2021 parameters resolution moab sales tax rev
2021.pdf
walnut lane strb budget.pdf
Approval of Bills Against the City of Moab
Adjournment
Special Accommodations:
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
1.1.1.2.2.1.3.4.4.1.
4.1.a.
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FEBRUARY 23, 2021EXECUTIVE (CLOSED) SESSION 6:30 P.M.REGULAR MEETING 7:00 P.M.Consistent with provisions of the Utah Open and Public Meetings Act, Utah Code Ann. § 54 -2 -207(4), the Moab City Council Chair has issued written determinations supporting the decision to convene electronic meetings of the Council without a physical anchor location. Due to the health and safety risks related to the ongoing COVID -19 pandemic and considering public health orders limiting in -person gatherings, the Moab City Council will continue to hold meetings by electronic means. The public is invited and encouraged to view and participate in the Council ’s electronic meetings by viewing the City ’s YouTube channel: https://www.youtube.com/MoabCityGovernmentExecutive (Closed) Session -6:30 p.m.Strategy Session to Discuss Reasonably Imminent and/or Pending LitigationRegular City Council Meeting -7:00 p.m.Call to Order and Roll Call AttendanceCitizens to Be Heard We are receiving public comments by phone and online through Zoom. Citizens are limited to two (2) minutes for comments. Dial: 669 -900 -9128 Meeting ID: 863 9299 8490 Passcode (if needed): 030020Link:https://us02web.zoom.us/j/86392998490?pwd=ttcwwmfucnuymdzxz3mynld5nkflut09Please note that when joining the meeting, you will be placed in a waiting room and will be added to the meeting by the moderator. Your comments will be recorded and on YouTube. To have your written comments considered for the Citizens to Be Heard portion of the electronic meeting, please fill out the form found here: https://bit.ly/citizenstobeheardYou must submit your comments by 7:00 PM on the date of the meeting. Please limit your comments to 400 words.Administrative ReportsCity Manager UpdatesCOVID-19 UpdatesFinance UpdateEngineering UpdateLegal UpdateMayor and Council ReportsApproval of MinutesMinutes: February 9, 2021, Regular Meetingmin-cc -2021 -02 -09 draft.pdfNew BusinessConfirmation of Mayoral Appointment of Steve Getz to the Water Conservation and Drought Management Advisory Board term commencing immediately and expiring on December 31, 2023Briefing and possible actionagenda summary getz water board appointment.pdfConfirmation of Mayoral Appointment Eve Tallman to the Water Conservation and Drought Management Advisory Board term commencing immediately and expiring on December 31, 2023Briefing and possible actionagenda summary tallman water board appointment.pdfCity of Moab Grant Program 2021Briefing and possible actionagenda summary - city of moab grant program 2021.pdfcity of moab grant program 2021 council summary report.pdfProposed Resolution 03 -2021: A Resolution of the City Council of the City of Moab, Utah, Authorizing the Issuance and Sale of not more than $7,000,000 Aggregate Principal Amount of Wastewater and Water Revenue Bonds, Series 2021Briefing and possible actionresolution no. 03 -2021 agenda summary.pdfresolution 03 -2021 - parameters resolution moab city water and wastewater revenue 2021.pdf2021 culinary water bond project list 2 -17 -2021.pdfProposed Resolution 04 -2021: A Resolution of the City Council of the City of Moab, Utah, Authorizing the Issuance and Sale of not more than $6,500,000
Aggregate Principal Amount of Sales Tax Revenue Bonds, Series 2021; And All
Related Matters
Briefing and possible action
agenda summary -walnut lane strb resolution 04 -2021.pdf
resolution 04 -2021 parameters resolution moab sales tax rev
2021.pdf
walnut lane strb budget.pdf
Approval of Bills Against the City of Moab
Adjournment
Special Accommodations:
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
1.1.1.2.2.1.3.4.4.1.4.1.a.4.1.b.4.2.4.3.5.6.6.1.Documents:7.7.1.Documents:7.2.Documents:7.3.Documents:7.4.Documents:7.5.
Documents:
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Page 1 of 7
February 9, 2021
MOAB CITY COUNCIL MINUTES--DRAFT
REGULAR MEETING
February 9, 2021
The Moab City Council held its Regular Meeting on the above date. Consistent with provisions of
the Utah Open and Public Meetings Act, Utah Code Ann. § 54-2-207(4), the Moab City Council
Chair has issued written determinations supporting the decision to convene electronic meetings
of the Council without a physical anchor location. Due to the health and safety risks related to
the ongoing COVID-19 pandemic and considering public health orders limiting in-person
gatherings, the Moab City Council will continue to hold meetings by electronic means. An audio
recording of the meeting is archived at http://www.utah.gov/pmn/index.html.
Call to Order and Attendance: Mayor Niehaus called the Regular City Council Meeting to
order at 7:05 p.m. Participating remotely were Councilmembers Karen Guzman-Newton, Tawny
Knuteson-Boyd, Rani Derasary, Mike Duncan and Kalen Jones. City staff participating remotely
were Manager Joel Linares, Assistant Manager Carly Castle, Attorney Laurie Simonson,
Recorder Sommar Johnson, Police Chief Bret Edge, Assistant Planner Cory Shurtleff, Engineer
Chuck Williams and Communication Director Lisa Church. A video recording is archived at
https://www.youtube.com/watch?v=Bv-mQd4kiOw.
Citizens to be Heard: Written comments may be viewed at https://moabcity.org/151/City-
Council.
Chloe Hedden stated she was born and raised in Moab and had never seen people so upset and
unified about an issue. The UTV (Utility Terrain Vehicle or All-Terrain Vehicle) noise in Moab
during the high season is unbearable. She said she lives on a formerly quiet residential street
that now sees constant UTV traffic. She said her windows actually shake from the noise dozens
of times a day as convoys up to 30 vehicles long drive by, many at high speeds. She said constant
noise is a health risk and the noise is driving us crazy and driving us away. She added many
people who have lived here for decades and greatly contributed to this community are leaving.
She said we must do something about this issue and noted the moratorium is good. She
requested that Council not allow expansion of local rental fleets during this time while the
specifics of the land use code are discussed. She said there are plenty of UTVs on our streets as it
is and existing businesses will be making money hand over fist as soon as Spring returns with
existing fleets. She implored Council to say no, that enough is enough, if not now, then when.
Kent Green said he was a business owner and he had invested his retirement and hoped to sell
his business one day to have a better retirement. He said the moratorium in place is very
restrictive and is unfair. He said he understands the need but local businesses are being
punished and sought out to be the bogeyman. He said local outfitters are good stewards and
understand neighborhoods and they drive slow and pick routes through town to minimize
impacts. He said it was an unfair moratorium because one company might have 60 rigs and
another might have ten rigs so how are you going to make that fair? He asked if Council would
regulate Jeeps, Hummers and mountain biking companies that also have four-wheel drive
vehicles and use public streets. He said outfitters try to minimize as much impact as possible
and they do pick routes and they try to limit noise. He said people thank him for going slowly
through town and reducing the noise. He reiterated it was an unfair moratorium and you can’t
discriminate against one business over another. He stated he received a call asking how many
rigs he had and he refused to answer because he didn’t want to be restricted. He encouraged the
City to take a look at this and they could all come to a happy medium.
Dorica Brewer from Moab Tour Company said her ancestors helped settle Moab. She said Moab
Page 2 of 7
February 9, 2021
was a big enough place and there is enough room for all of us. She said she wanted a lot of the
people that she calls the haters out there [to understand] we do rent machines and do guided
tours, but we also take the time to try to tell each person that they need to follow the rules that
the City has in place for driving on the street. She said it is a privilege to be able to drive to the
trail back and forth and a lot of us do pay attention and we do follow these guidelines. She asked
why can’t we all work together and stated the 15 mile per hour speed limit was already causing
road rage. She stated people that day were throwing a big fit and she had four calls that day. She
said if the moratorium goes into place, the present great-paying jobs, which in Moab are rare if
they are year-round, would result in a lot of us without jobs. She said she cares about Moab just
as much as everybody else does and why can’t we come to agreement and if we have to drive
certain routes so we are not impacting certain neighborhoods, why can’t we figure something
out?
Travis Clark spoke and said he was both a UTV business owner and a local law enforcement
officer so he saw a lot of side-by-sides throughout his travels. He said he rents six units and if
the City stifles him how can he keep up with the other people? He said the moratorium is unfair
for someone like him who has put a lot of his retirement and a lot of money invested in what he
is trying to do, and now you are going to stop him, and it’s really unfair. He said that as he
patrols the streets of Moab, tour companies are not the issue. He added that [the moratorium]
takes away the only people who are educating people about what is right and what is wrong. He
said the Bureau of Land Management (BLM) has figured out the rental companies are the
stewards of the land. He said it is other people coming in that are the issue. He said there are
other things that we can do rather than just shut it down and make it impossible for people to
make a living.
Miriam Graham stated she had lived in town for 23 years in a walk-in neighborhood, which was
meant to be quiet, but unfortunately part of it borders on Mill Creek Drive, which is the route up
to Sand Flats. She said the noise is terrible and she could not open windows if she wanted to
sleep at night due to noise. She said it was really important to try to limit the noise in the
neighborhoods. She thanked Council for everything they had done so far, and she does support
limiting fleet sizes to give the moratorium some teeth.
Sue Sternberg stated she has lived here since 2009 and urged Council to limit fleet sizes. She
said she put out a notice of the pending legislation to the 6,000 Facebook friends of her dog
business from across the United States and she heard back from hundreds, who said they were
no longer coming to Moab due to the noise and the motorized travel. She said people are
horrified to come here.
Mark Moore stated he owns a UTV tour and rental company in its fifth season. He said it takes
five years of operation to make a living and he is turning the corner. He said if you limit the
machines he has, it is not doing anybody any good. He said he has six employees supporting six
households in Moab and contributes thousands of dollars in sales tax. He said he is a lifetime
resident. He said there are ways of doing things and he said the City should have put everyone in
a room to figure this out; now, he said, we have people divided. He stated Moab is the four-
wheel drive capitol of the world, and the mountain bike capitol of the world. He said we can all
get along and understand this and stated he has no problem using certain routes. He said his
guys have a certain route and they do not differ from it. He said he does not like noise and he
understands so many decibels cause issues with your health, and we are here to help. He said he
just ordered ten new machines and he can’t pay $140,000 and not use [them]. He said this is
how he makes his living, and, referring to the person who suggested he was making money
“hand over fist,” he said he has a very high insurance cost. He says he only operates nine months
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February 9, 2021
a year and regulating fleet size will not stop the problem. He stated the tour operators are here
to educate. He suggested he could start a nonprofit to educate UTV visitors to Moab. He said he
stops people all the time who are doing stupid stuff. He stated the operators will do anything
they can to help.
Jeremy Rowan stated he owns Outlaw Adventures and added UTVs to his fleet and he does Jeep
tours, as well. He reiterated that businesses are not the problem here and businesses are trying
to help. He said they try to educate people and many times have called the BLM [Bureau of Land
Management] officer out on trails and last year had five persons arrested after a single call due
to unlawful behavior on the trails. He reiterated that tour operators are the people trying to help.
He said that new special recreation permits issued by BLM now limit group size to five client
vehicles per trip. He said limiting business use is not the answer and it will not stop people from
coming to Moab; he said that is how everyone is paid, through tax dollars from visitors. He said
we need to educate users, to help the City and the citizens of Moab.
Steven Allred from Moab Tour Company reiterated that if the moratorium does happen, layoffs
at the local companies are going to be a major thing. He suggested it would really mess up
incomes, families and lives, and hoped the City would consider that before doing anything else.
He said vehicles with modified mufflers are the problem. He stated removing UTVs from the
roads altogether is not a fix either, since requiring trailering opens a whole can of worms. He
said that would result in people parking in the middle of the road and blocking driveways, and
entire trailheads being packed full. He recognized the tough situation the City was in, and said it
was not so much the tour companies causing the issue but rather individuals who bring their
own modified machines.
Jason Taylor from Canyonlands Jeep Adventures said he had been in business since 2004 and
mentioned the moratorium might incorporate the Jeep businesses because of the way the state
code reads. He said Jeeps are quieter, but they have bigger tires and small lift kits and so are
considered modified vehicles subject to the moratorium. He reiterated that outfitters are
stewards of the land and he takes it all very personally. He said he has been in Moab for close to
30 years. He said going after tour operators is the low-hanging fruit yet [they are] the greatest
advocates. He said that if we can get more people to take guided trips or renting from people in
town, it could eliminate the noise and trail degradation. He added we can all combat those
people who do come in with the super-modified machines, working together to make it a better
place.
Anthony Charles stated he had had an extraordinarily tough last year when he moved into his
house. He said he was diagnosed with MS and found that noise the engines emit is damaging to
the brain, and he has documentation. He said the greatest advocates will tell people to stop
driving on the sidewalks and stated he cannot count the times he has seen UTVs, Jeeps and
motorcycles driving on the sidewalks. He recounted an event in front of his home when 14 UTVs
were scattered around the intersection and he was blocked in his driveway for fifteen minutes
when he was trying to go to a doctor’s appointment and he was late; he said the UTVs took his
freedoms and his rights. He said he was not exaggerating to prove a point and he shares his
videos of UTV transgressions on his YouTube channel, including footage of rentals running the
stop sign. He said he would like to be involved with the City and the State and he has ideas to
share. He suggested there could warehouses near trailheads where vendors could store their
vehicles and thereby avoid driving through town.
Kaki Hunter said she lives down the street from a rental company and has counted as many as
ten vehicles in a row. She said it is extremely loud and “we cannot hear each other speak.” She
Page 4 of 7
February 9, 2021
said the noise is intolerable and it has completely changed the quality of her life in Moab. She
added she is one of five generations living on the same street and noted the last couple of years
town has been inundated by rentals plus the barrage of other vehicles. She said she understands
the desire and that it is a great business for a lot of people but asked, “At what expense to all the
other people who live here?” She said 3,300 petitioners asked the City to do something about the
noise issue as well as the detrimental effects, and these citizens outnumber the twelve rental
companies, and she pointed out the ratio is 275:1. She stated she loves her community and has
known Dan Mick for years and believes the problem has been caused by the state legislature
making something street legal that is not designed for streets. She suggested the machines need
to be located at or towed to trailheads. She said she would like to get the state legislature to
rescind the law and go back to the way it was in 2008. She added there is absolutely no reason
to drive the UTVs through town. She agreed with the point of the moratorium and
acknowledged it was for a limited amount of time.
Nena Barlow stated she was an outfitter. She agreed that definitions regarding UTV
requirements are a struggle. She pointed out that Jeeps are street-legal and concurred that noise
is the problem. She stated that outfitters are the only line of defense with the public and
acknowledged that some are better educators than others are. She pointed out that electric
vehicles would be a potential noise solution.
Dave Hellman from the Moab Reservation Center and Xtreme 4x4 Tours said that the problem
is people coming from out of town with after-market exhausts. He stated that tour companies
are done by 30 minutes after sundown and they don’t run late at night. He said that building [a
home] on a busy intersection was [a mistake]. He stated some tour operators lead up to eight
vehicles but he said he promotes a limit of five. He said that noise is the problem and asserted
that no rentals have after-market exhausts. He said he does not rent vehicles and only leads
guided tours, and will travel at the recommended speed. He criticized the limit to fleet growth
because he said he only had ten machines while other companies have more than 128 machines,
and he needs to feed his family. He stated it was his ninth year in business, and business has
been good due to COVID. He reiterated that it is not the tour companies causing the noise
problems; it is out-of-town machines with after-market exhaust. He recommended enforcing an
ordinance requiring vehicles with after-market exhaust to be towed to trailheads.
Lori McFarland stated that if she stayed silent, Council would think that she agrees, and she
does not. She said there are a very few people in the community that City and County Councils
are listening to, and added that it is unfortunate that the rest do not have a voice. She said
businesses are not the enemy, and they are trying to find cooperation in the community, and the
timing is very poor. She said the local community was coming through the pandemic and fleet
sizes are definitely not what they have been. She asked why the City would target a business
community because “we don’t like them.” She said that kind of discrimination does not feel right
and she just had to let Council know that “you’re better than that.”
Scott McFarland stated the UTV future is bright and there is change very close on the horizon.
He suggested that any new legislation should embrace and incentivize new technology involving
quieter and more environmentally-friendly vehicles. He added that, rather than a constant no,
he encourages incentivizing positive change for our environment and for our community.
Administrative Reports:
City Manager Linares stated Finance Director Klint York had left the staff. He discussed with
Council the dates of the annual Council retreat, planned for March 10 and 11.
Page 5 of 7
February 9, 2021
Communication Director Church, Assistant Manager Castle and Mayor Niehaus discussed a
draft public engagement plan for potential upcoming water ordinances, focused on time and
type of watering and shifting away from turf lawns and changing to drip irrigation. Also
discussed were potential grants, water catchment legislation and a comprehensive outreach
plan.
Linares said there would be information on the next agenda about the City’s COVID grant
program.
Utah 100 Communities Update: Castle reported on the Rocky Mountain Power 100 percent
renewable electric program and an upcoming meeting was discussed.
Mayor and Council Reports:
Mayor Niehaus reported she attended a Water Quality board meeting as well as a meeting of the
Southeastern Utah Association of Local Governments (SEUALG) with County Commissioner
Gabe Woytek. She commented on the busy schedule of the League of Cities and Towns
legislative activity regarding housing bills. She gave an overview of pending state legislation.
Councilmember Derasary reported on her work regarding the legislative policy committee and
noted she spoke at the legislature. She also noted her board responsibility involving the ongoing
evaluation of the Emergency Medical Services Director.
Councilmember Duncan reported on local discussions regarding sound-measuring techniques
for UTVs. He stated his belief that after-market exhausts would be caught. He thanked
Councilmember Derasary for her testimony at the legislature. He clarified his interest in
focusing on noise issues and not businesses.
Councilmember Knuteson-Boyd reported on a radio interview she participated in regarding
UTVs.
Councilmember Guzman-Newton reported on her recent attendance at the meeting of the
Colorado Association of Ski Towns (CAST). She stated her amazement at the similarities with
resort towns. She said the meeting was full of tools and information regarding affordable
housing, including using deed restrictions as a more affordable solution than new construction.
She spoke of a “bed cap” as a mean to determine and limit growth. She mentioned special event
fatigue as well as migration due to remote work environments. She mentioned a Growth in Utah
series that is focused on housing, transportation and economic development. She mentioned she
also attended an airport board meeting and noted several constituents had requested the
Council return to in-person meetings.
Councilmember Jones reported he also attended the CAST meeting and noted Whistler’s
approach to managing growth. He said he attended a noise-measuring demonstration, and
meetings of the Housing Authority and Travel Council, along with his work on the legislative
committee. He brought up pending legislation regarding electronic billboards. He said he had
received questions about the Recreation, Arts and Parks (RAP) tax, and he noted his interest in
earlier meeting times for Council.
Public Hearing on Proposed Zoning Map Amendment:
Mayor Niehaus opened a public hearing at 8:35 p.m. on Proposed Ordinance 2021-01: an
ordinance approving a zoning map amendment for property located at 478 Mill Creek Drive,
amending the subject parcel zone from R-2 Single-Household and Two-Household Residential
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February 9, 2021
Zone, to C-5 Neighborhood Commercial Zone.
Applicant Ashley Korenblat thanked the City for the effort and noted her development plans
included a business facelift and space reorganization. She said the location was very loud and
not conducive to residential development and added the site plan would utilize the building as a
noise buffer. She said keeping her business in its present location would minimize sprawl.
Recorder Johnson stated there was one written comment in support of the application.
With no further comments, Councilmember Knuteson-Boyd moved to close the public hearing.
Councilmember Jones seconded the motion. The motion passed 5-0 aye with Councilmembers
Jones, Derasary, Knuteson-Boyd, Duncan and Guzman-Newton voting aye. Mayor Niehaus
closed the public hearing at 8:39 p.m.
Approval of Minutes:
Motion and Vote: Councilmember Derasary moved to approve the minutes for the January
26, 2021, Regular Meeting. Councilmember Duncan seconded the motion. The motion passed 5-
0 with Councilmembers Derasary, Jones, Guzman-Newton, Knuteson-Boyd, and Duncan voting
aye in a roll call vote.
Old Business:
Proposed Ordinance 2021-02 relating to All-Terrain Vehicles—Tabled
Discussion: Mayor Niehaus pointed out there was an existing business license moratorium in
place. Councilmember Jones noted a curfew bill was pending in the state legislature and wanted
to ensure success of that bill before continuing with consideration of Ordinance 2021-02.
Motion and Vote: Councilmember Jones moved to table Ordinance 2021-02, enacting a
temporary land use regulation prohibiting, for a period of 180 days, the development and
expansion of new vehicle sales, rentals or leasing, commercial outdoor recreational uses,
commercial and recreational tour companies, outfitters, and guide services as they pertain to All
Terrain Vehicles (ATVs) as defined by Utah State Code §§ 41-6a-102 and 41-22-2.
Councilmember Guzman-Newton seconded the motion. The motion passed 5-0 aye with
Councilmembers Jones, Derasary, Knuteson-Boyd, Duncan and Guzman-Newton voting aye.
New Business:
Declaring Surplus Property—Approved
Presentation: Police Chief Edge answered questions about police department items that are
either expired, non-functional, or no longer useful.
Motion and Vote: Councilmember Knuteson-Boyd moved to approve Resolution 02-2021
declaring City property as surplus. Councilmember Duncan seconded the motion. The motion
passed 5-0 aye with Councilmembers Jones, Derasary, Knuteson-Boyd, Duncan and Guzman-
Newton voting aye.
Zoning Map Amendment at 478 Mill Creek Drive—Approved
Presentation: City Manager Linares, Assistant Planner Shurtleff and Engineer Williams
answered questions regarding the proposed rezone of the Western Spirit property.
Motion: Councilmember Jones moved to approve Proposed Ordinance 2021-01: An Ordinance
Approving a Zoning Map Amendment for property located at 478 Mill Creek Drive, Moab UT
84532, amending the subject parcel zone from R-2 Single-Household and Two-Household
Residential Zone, to C-5 Neighborhood Commercial Zone. Councilmember Knuteson-Boyd
seconded the motion.
Discussion: Discussion ensued regarding sewer lines. Potential future C-5 development on the
Page 7 of 7
February 9, 2021
south side of Mill Creek Drive was brought up. Other zoning options were asked about, and
Councilmember Jones asked for increased specificity regarding defined uses. He noted
professional offices could have less impact than residential units. A potential small area plan
was suggested. Councilmember Duncan asked if the C-5 zone was not supposed to be visitor-
oriented. Ms. Korenblat explained that her clients rarely visited the business site and the
property served mainly as a professional office. Mayor Niehaus noted she once worked there and
said she was glad about more professional offices in town. Congestion on Mill Creek Drive was
discussed. The need was expressed to further clarify the C-5 zone.
Vote: The motion passed 3-2 aye with Councilmembers Jones, Derasary and Knuteson-Boyd
voting aye and Councilmembers Duncan and Guzman-Newton voting nay.
Land Use Code Changes—Discussion
Manager Linares discussed the need to provide direction to staff regarding proposed changes to
the land use code to move the noise code from Chapter 17 – Zoning, to Chapter 8 – Health and
Safety. Councilmember Jones suggested noise concerns were outside the purview of the
Planning Commission and agreed noise code should be moved to Chapter 8. Councilmember
Derasary thanked Councilmember Jones for his efforts. Councilmember Knuteson-Boyd stated
the change made sense and Councilmember Guzman-Newton concurred. Councilmember
Duncan stated his interest in a draft code for UTV noise checkpoints.
Approval of Bills Against the City of Moab:
Motion and vote: Councilmember Knuteson-Boyd moved to approve the bills against the City
of Moab in the amount of $271,518.87. Councilmember Jones seconded the motion. The motion
passed 5-0 with Councilmembers Jones, Duncan, Guzman-Newton, Derasary, and Knuteson-
Boyd voting aye in a roll call vote.
Adjournment: Councilmember Guzman-Newton moved to adjourn the meeting.
Councilmember Jones seconded the motion. The motion passed unanimously and Mayor
Niehaus adjourned the meeting at 9:22 p.m.
APPROVED: __________________ ATTEST: ___________________
Emily S. Niehaus, Mayor Sommar Johnson, City Recorder
Moab City Council Agenda Item
Meeting Date: February 23, 2021
Title: Proposal to appoint Steve Getz to the Water Conservation and
Drought Management Advisory Board
Disposition: Discussion and possible action
Staff Presenter: Carly Castle
Attachment(s): None
Recommended Motion:
“I move to confirm the appointment of Steve Getz as a member of the Water
Conservation and Drought Management Advisory Board for a renewable
term commencing immediately and expiring December 31, 2023, in
accordance with the bylaws of the Water Conservation Board.”
Background/Summary:
In a unanimous vote at their regularly-scheduled meeting of February 10, 2021, and in keeping with their bylaws, the Water Conservation and
Drought Management Advisory Board nominated County resident Steve Getz for the Mayor’s consideration to present to the Council for
appointment to the Board for a two year term commencing immediately
and expiring December 31, 2023.
Moab City Council Agenda Item
Meeting Date: February 23, 2021
Title: Proposal to appoint Eve Tallman to the Water Conservation and
Drought Management Advisory Board
Disposition: Discussion and possible action
Staff Presenter: Carly Castle
Attachment(s): None
Recommended Motion:
“I move to confirm the appointment of Eve Tallman as a member of the
Water Conservation and Drought Management Advisory Board for a
renewable term commencing immediately and expiring December 31, 2023,
in accordance with the bylaws of the Water Conservation Board.”
Background/Summary:
In a unanimous vote at their regularly-scheduled meeting of February 10, 2021, and in keeping with their bylaws, the Water Conservation and
Drought Management Advisory Board nominated City resident Eve Tallman
for the Mayor’s consideration to present to the Council for appointment to
the Board for a two year term commencing immediately and expiring
December 31, 2023.
Moab City Council Agenda Item
Meeting Date: February 23, 2021
Title: City of Moab Grant Program 2021 Recommendations
Presenters: Lisa Church, Kelley McInerney
Attachment:
• City of Moab Grant Program 2021 Council Summary Report
Suggested Motion: I move to approve the City of Moab Grant Program 2021 Ad
Hoc Committee’s Recommendations for this one-time grant
program. Options: Approve, deny or modify.
Background/Summary:
On December 18, 2020, the Moab City Council approved $100,000 in funding for a one-
time City of Moab Grant Program. The Grant Program was open to eligible nonprofit
organizations. Governmental organizations that had been demonstrably impacted by the
COVID-19 pandemic were also eligible to apply.
A five-person committee consisting of City staff appointed by City Manager Joel Linares
recently reviewed all grant applications, ranked them, and agreed on recommended
funding levels for the programs ranked highest by the committee. Two requests were not
recommended to receive funding.
In all, 30 applications – 26 from nonprofit organizations and four from government
agencies – were received, with a total requested amount of $235,621.56. Funding
requests from nonprofit groups totaled $ 148,721.56, and government agencies
submitted requests totaling $86,900.The City of Moab Grant Program 2021 ad hoc
committee reviewed all applications and is recommending funding in the total amount
of $100,000.
City of Moab Grant Program 2021
Committee Recommendations The City of Moab Grant 2021 Committee, consisting of Lisa Church, Dani Guerrero, Kelley McInerney, Mark Jolissaint, and Liz Holland. met on Feb. 11, 2021, to review all applications and consider the needs and services provided to the community and whether the Grant fund was the appropriate forum for the submitted requests. Requests deemed appropriate were then prioritized based on the need and service provided. Complete applications are available for Council review on the shared drive. The nonprofit programs recommended to receive the highest funding primarily involve health and safety. The next tier includes programs serving at-risk youth and animals, and other community-wide opportunities. These programs are provided by entities that have proven themselves dependable, innovative, and which the committee members trust will meet a proven need. The Committee found that, for a variety of reasons, two of the requesting projects did not meet City of Moab Grant Program requirements. The Committee also reviewed the applications to determine the amount being requested, expressed as a percentage of the nonprofit’s total budget, and possible alternative revenue sources the nonprofit could seek outside of the City of Moab Grant Program 2021. General operations and maintenance costs
do not qualify for funding. The City set aside $100,000 for the one-time City of Moab Grant Program 2021. Each requesting nonprofit and its program information is described below:
Organization Past City
Funding
Description of Request
Funding
Requested
Recommended
Funding
Organizations must be
local 501(c)(3) (NP) or
government agency (G)
impacted by COVID.
Includes percentage of overall budget.
* “Short Test” Short Test: Government giving must be project-based and not for general operating
expenses (see note at end for more details).
2021 Grant
Requests
BEACON (NP) Waived pool fees;
Community
Contributions
2019, 2020
Chromebooks for BEACON students
The committee recognizes that BEACON provides important community services through its ongoing enrichment
programs – clubs, workshops, tutoring and field trips. The Chromebooks will be used to help BEACON students
complete work during tutoring sessions and for testing. The recommended amount is 0.55% of BEACON’s overall
2020 budget.
$2,300 $2,300
Canyonlands Field
Institute (NP)
None Adventure Day Camp for Grand County Youth
The program offers outdoor education in nature for local youth while also providing childcare support to
participant’s parents. CFI will offer some scholarships for low-income participants. The recommended
amount is 0.78% of CFI’s overall projected 2021 budget.
$10,000 $7,000
Canyonlands PRCA
Rodeo Club (NP)
None 2021 Canyonlands PRCA Rodeo
The funding will be used to organize and promote this three-day event, which has been a tradition in
Grant County for more than 50 years.
The recommended amount is 0.97% of Canyonlands PRCA Rodeo’s overall 2020 project budget.
$5,000 $1,000
Community
Rebuilds (NP)
None Food stipend, bulk food, and build site snacks for interns in 2021
Community Rebuilds’ Work Exchange Program gives interns natural building instruction (foundation to
finish) in exchange for their labor. The organization builds affordable energy-efficient homes for local
residents. The recommended funding will help supplement the food costs for interns.
The recommended amount is 0.25% of Community Rebuild’s overall 2021 budget.
$8,950 $1,025
Organization Past City
Funding
Description of Request
Funding
Requested
Recommended
Funding
Friends of Arches
and Canyonlands
Parks (NP)
None “Look Where We Live!”
This Plein Air Art program takes local third- and sixth-grade HMK Elementary students to local national
parks to explore the natural world through creating art. The grant will help with transportation costs, art
supplies and materials.
The recommended amount is 50% of the “Look Where We Live!” overall 2021 project budget and 1.44% of the
Friends of Arches and Canyonlands overall 2021 budget.
$3,000 $3,000
Friends of the
Moab Folk Festival
(NP)
Community Art
Funding 2019,
2020
Moab Folk Festival 2021
The recommended funding is for costs related to outdoor concerts, free community workshops and
school assemblies. The recommended amount is 1.26% of Moab Folk Festival’s overall 2021 budget.
$10,000 $3,000
Grand County
School District (G)
None New summer learning program at HMK, Chromebooks for the HMK program and a
Middle School all-girls summer group
While GCSD requested funding for several programs, including a new HMK summer learning program,
and Chromebooks for that program, the grant committee felt that funding for the proposed Middle
School All-Girls Summer Group, sponsored and mentored by the school therapist, was the best fit for City
grant funding.
The recommended amount is 0.016% of Grand County School District’s overall 2021 budget.
$53,500 $3,000
Grand Mentoring
Program (G)
Community
Contributions
2019, 2020
“Good to Grow”
Grand Area Mentoring is implementing a new project to “support the positive development of
participating youth.” Grant funding would help cover the cost of printing manuals, providing training,
and purchasing motivational incentive items for the “store.” The recommended amount is 2.35% of Grand
Area Mentoring’s overall 2021 budget.
$3,400 $3,400
Humane Society of
Moab (NP)
3600/yr in-kind
rent; Community
Contributions
2019, 2020
Dog and Cat Adoption Program
The Humane Society’s animal adoption program helps find homes for pets from the Moab Animal Shelter, which, in
turn, helps the shelter maintain its “no kill” status.
The recommended amount is 3.74% of Moab Humane Society’s overall 2019 budget and 13.78% of the project
budget for 2021.
$6,000 $3,900
KZMU Moab Public
Radio (NP)
Room waivers;
Community
Contributions
2019, 2020
KZMU's 2021 Original Live Radio Play, “Choreomania”
The grant funding will help KZMU bring cultural programming to the community through its live radio
play. The recommended amount is 0.97% of KZMU’s overall 2021 budget and 43.5% of the program budget (not
including in-kind revenues and expenses).
$3,000 $2,000
Mindfulness in
Education (NP)
None Add a class at GCHS and offer mindfulness classes at GCMS
The recommended grant would cover the cost of two GCMS mindfulness courses.
The recommended amount is 3.74% of Moab Humane Society’s overall 2019 budget and 13.78% of the project
budget for 2021
$9,000 $1,500
Moab Charter
School (G)
None Curriculum, professional development, and classroom resources
The committee recommends that the grant funds be used specificially for classroom resources for
instruction and learning engagement of ESL and Special Education students.
The recommended amount is 0.20% of Moab Charter School’s overall 2020 budget.
$10,000 $2,000
Moab Community
Childcare (NP)
None Fencing and other items for Moab Community Childcare’s first facility
The committee is very aware of the community need for infant childcare. The specific request from
Community Childcare will pay for fencing for a backyard play area and other items required by the state
for childcare facilities. The committee recommended full funding for this request.
The recommended amount is 8.63% of Moab Community Childcare’s overall 2021 budget.
$6,575 $6,575
Organization Past City
Funding
Description of Request
Funding
Requested
Recommended
Funding
Moab Community
Dance Band (NP)
None Music workshop/residency and public concerts with Jeremiah McLane
The grant would help the Community Dance Band, which has been on hiatus due to COVID restrictions,
bring outdoor music and culture to the community.
The recommended amount is 57.6% of Moab Community Dance Band’s overall project budget.
$700 $700
Moab Free Health
Clinic (NP)
Community
Contributions
2019, 2020
Care Coordination Program Expansion
The grant would go toward medical supplies, lab/pathology test costs, interpretation service and other
program supplies for providing care coordation for underserved and underinsured clients.
The recommended amount is 2.67% of Moab Free Health Clinic’s overall 2021 budget.
$10,000 $10,000
Moab Grant Center
(w/GC Library)
Community
Contributions
2019, 2020
Foundation Directory Online subscription renewal
The grant would partially enable the public library to purchase the Foundation Directory online
subscription and provide grant/funding search training for local nonprofits and residents.
The recommended amount is 72% of the overall subscription cost, with USU-Moab and Grand County contributing
the remainder.
$1,800 $1,800
Moab Music
Festival (NP)
Community Art
Funding 29th Moab Music Festival and 2021 MMF Education & Engagement Programs
The grant committee recommended earmarking this funding for the MMF’s library story hour and for
music education scholarships for local youth.
The recommended amount is 0.34% of Moab Music Festival’s overall 2021 budget.
$6,000 $2,100
Moab Solutions
(NP)
None Emergency Needs Fund
The grant will assist in providing resources to individuals and families in need.
The recommended amount is 0.85% of Moab Solution’s overall 2019-2020 budget.
$3,000 $1,500
Moab Valley
Multicultural
Center (NP)
Community
Contributions
2019, 2020
Multicultural Safety and Wellness
The grant will be used for housing and homelessness direct assistance, food pantry for the homeless, and
youth program supplies.
The recommended amount is 2.38% of Moab Valley Multicultural Center’s projected 2021 budget.
$10,000 $8,000
Our Village
Community Center
(NP)
None Community Gardening and Local Food Production
The grant is specifically for the purchase of irrigation supplies and equipment for Our Village’s
community garden and agricultural efforts.
The recommended amount is 8.79% of Our Village’s specific project budget.
$5,000 $1,500
Resiliency Hub (NP) None Moab Community Gardens
The grant will be used for Resiliency Hub’s community garden program and providing free hands-on
garden workshops. The recommended amount is 22% of Resiliency Hub’s overall 2020 budget.
$5,000 $1,500
Ride With Respect
(NP)
None Expanding Utah OHV Trail Host Program
While the committee recognizes the value of Ride with Respect and the Trail Host Program, the entirety
of the program takes place in the backcountry. Therefore, the committee determined that it would be
more appropriate for the group to seek funding from sources such as Grand County, SITLA, and the BLM.
The grant request was for 100% of the cost of the 10 trail hosts, and 17.4% of Ride with Respect’s overall 2019
budget.
$5,000 $0
Rim to Rim
Restoration (NP)
Fire Fuels
Reduction Funds
2019; Community
Contributions
2020
Mill Creek Riparian Planning, Protection and Enhancement
Funding will be used for fire fuels reduction projects along Mill and Pack creeks, planting in barren areas
and cooperative planning and work to stabilize the stream corridor.
The recommended amount is 7% of Rim to Rim’s overall 2021 project budget.
$10,000 $8,000
Organization Past City
Funding
Description of Request
Funding
Requested
Recommended
Funding
Science Moab (NP) None Science Moab Outreach Program
The grant will go towards developing science education materials and outreach plans. These funds
cannot be used to pay for the outreach program’s operations and maintenance costs.
The recommended amount is 4.7% of Science Moab’s overall Outreach Project budget.
$7,200 $2,000
Seekhaven (NP) Community
Contributions
2019, 2020;
Budget Line item
FY2021
Emergency Client Needs
Seekhaven’s work in providing services for domestic violence victims addresses a critical need within the
community. The grant will go toward providing shelter, medical expenses, food, and other emergency
needs for victims of physical and sexual violence.
The recommended amount is 0.28% of Seekhaven’s overall 2020 budget.
$10,000 $7,000
Solid Waste Special
Service District (G)
None Spring/Fall Moab Landfill Voucher Cleanup Program
The grant funding will help support the 2021 Spring/Fall Landfill Voucher Program.
The recommended amount is 0.31% of the Solid Waste District’s approved 2021 budget.
$20,000 $5,000
Temple
Hearthspace of the
Unified Field (NP)
None Moab Hearthspace Awareness Expo 2022
While the committee appreciated the group’s desire to help visitors and residents see Moab as a
“socially-conscious outdoor experience destination,” the project appears to be a startup idea that is only
conceptual at this time. The application included no overall financial information and very limited
information about other funding sources The committee determined that the project would be more
appropriately funded by non-governmental sources. The funding request (at the low end of $11,000) was 10%
of Temple Hearthspace’s project budget and almost all the items listed in the budget would be considered
operations and maintenance costs.
$11,000 $0
Utah State
University
Extension (NP)
None Spring Break Family Fun Activities and Summer Day Camps
The grant will help cover the cost of materials for Extension’s 4-H clubs or activities and for take-home kits for youth.
It will also be used to purchase other items needed for clubs. The recommended amount is 100% of this project’s
overall budget.
$3,000 $3,000
WabiSabi (NP) Community
Contributions
2019, 2020
Nonprofit Networking Educational Events
The grant will help pay for training offered during nonprofit network lunch events in 2021.
The recommended amount is 81.5% of this project budget and 0.19% of WabiSabi’s overall 2020 budget.
$1,196.56 $1,200
Youth Garden (NP) Community
Contributions
2019, 2020; Event
Sponsorship 2019
Scholarships and Supplies for Spring Break and Summer Camps.
The grant will pay for scholarships for low-income camp participants as well as supplies for the camps.
The recommended amount is 2.04% of Youth Garden Project’s overall 2021 budget, and 11.15% of the Summer
Camp project budget.
$7,000 $7,000
Nonprofit Request Total: $159,722
Government Request Total: $86,900
Total
Requested:
$246,621.56
Recommended
$100,000
*The following points concerning governmental contributions are excerpted from the 1999 Utah Supreme Court “Short Case” in which the Salt Lake County Commission v. Salt Lake County Attorney
Douglas Short were in conflict about, among other things, the appropriateness of certain government contributions to private enterprises using government funds. Find the entire brief at:
https://law.justia.com/cases/utah/supreme-court/1999/slcounty.html
● The Commission can expend [public monies] only in exchange for fair value.
● [Contributions] must prove a detailed showing of the benefits to be obtained from the money given.
● A general finding that any of the contributions will provide a benefit, without specifying exactly what that benefit is, in present market value terms, is not specific enough to qualify the benefit.
1
Moab City Council Agenda Item
Meeting Date: February 23, 2021
Title: Consideration for Adoption of a Resolution No. 03-2021 of the City Council of the
City of Moab, Utah, Authorizing the Issuance and Sale of not more than $7,000,000
Aggregate Principal Amount of Wastewater and Water Revenue Bonds, Series 2021
Disposition: Discussion and possible action
Staff Presenter: Chuck Williams (City Engineer) and Alex Buxton (of Zions Bank)
Attachments:
- Resolution No. 03-2021
- 2021 Culinary Water Bond Project List 2-17-2021
Recommended Motion: “I move to adopt Resolution No. 03-2021 of the City Council
of the City of Moab, Utah, authorizing the issuance and sale of not more than
$7,000,000 aggregate principal amount of wastewater and water revenue bonds, series
2021.”
Background/Summary:
The City of Moab implemented Culinary Water Rate changes in the summer of 2020.
The Rate Study developed as part of the rate changes process included a $6 million bond
in 2021.
Staff has met with Zions Bank and prepared this parameters resolution that establishes
a not-to-exceed amount of $7 million for the bond. Attached is the bond project list with
a cost estimate of $6.4 million. Given the nature of increasing construction costs, staff
believes it prudent to bond for the $7 million so that cost increases can be accounted for
if needed.
Alex Buxton with Zions Bank will be available at the meeting to answer any financial
questions from Council.
Moab, Utah
February 23, 2021
The City Council (the “Council”) of the City of Moab, Utah, (the “Issuer”) met in
regular public session at the regular meeting place of the Council in Moab, Utah, on
Tuesday, February 23, 2021, 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:
Sommar Johnson City Recorder
Absent:
After the meeting had been duly called to order and after other matters not pertinent
to this resolution had been discussed, there was presented to the Council a Certificate of
Compliance with Open Meeting Law with respect to this February 23, 2021, 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 __________ and seconded by
Councilmember ___________, was adopted by the following vote:
AYE:
NAY:
The resolution is as follows:
2
4845-4015-9965, v. 1
RESOLUTION NO. 03-2021
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOAB,
UTAH (THE “ISSUER”), AUTHORIZING THE ISSUANCE AND SALE
OF NOT MORE THAN $7,000,000 AGGREGATE PRINCIPAL
AMOUNT OF WASTEWATER AND WATER REVENUE BONDS,
SERIES 2021 (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 MASTER
RESOLUTION, A BOND PURCHASE AGREEMENT 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 City of Moab, Utah (the
“Issuer”) desires to (a) finance all or a portion of the costs of improvements to its
wastewater and water systems (together, the “System”), including but not limited to, the
construction of a well and a water storage tank, water line improvements and all related
improvements (the “Series 2021 Project”), (b) fund any necessary debt service reserve
funds, and (c) pay costs of issuance with respect to the Series 2021 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 Wastewater and
Water Revenue Bonds, Series 2021 (the “Series 2021 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 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 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
3
4845-4015-9965, v. 1
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 2021 Bonds, including a notice
of bonds to be issued, in compliance with the Act; and
WHEREAS, the Issuer desires to approve and authorize a Bond Purchase
Agreement (the “Bond Purchase Agreement”), in substantially the form attached hereto as
Exhibit C, to be entered into between the Issuer and underwriter or purchaser (the
“Purchaser”) selected by the Issuer for the Series 2021 Bonds; and
WHEREAS, in order to allow the Issuer flexibility in setting the pricing date of the
Series 2021 Bonds to optimize debt service costs to the Issuer, the Council desires to grant
to any one of the [Mayor or Mayor pro tem (together, the “Mayor”) or 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 2021 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 2021 Project, (b) funding
a deposit to a debt service reserve fund, if necessary, and (c) paying costs of issuance of
the Series 2021 Bonds, the Issuer hereby authorizes the issuance of the Series 2021 Bonds
which shall be designated “City of Moab, Utah Wastewater and Water Revenue Bonds,
Series 2021” (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 $7,000,000. The Series 2021 Bonds shall mature in not more than
twenty (20) 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 (3.0%) 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 select the
Purchaser and 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 2021 Bonds for and on behalf of the Issuer, provided that such terms are within
the Parameters set by this Resolution. The selection of the method of sale, the selection of
the Purchaser, and the determination of the final terms and redemption provisions for the
Series 2021 Bonds by the Designated Officers shall be evidenced by the execution of the
Bond Purchase Agreement in substantially the form attached hereto as Exhibit C, or a term
sheet if the selected Purchaser prefers.
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Section 3. The Master Resolution and the Bond Purchase Agreement in
substantially the forms presented to this meeting and attached hereto as Exhibit B and
Exhibit C, respectively, are hereby authorized, approved, and confirmed. The Mayor and
City Recorder are hereby authorized to execute and deliver the Master Resolution and the
Bond Purchase Agreement in substantially the forms and with substantially the content as
the forms 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 4 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
Bond Purchase Agreement, the Series 2021 Bonds, or any other document herein
authorized and approved which may be necessary to conform the same to the final terms
of the Series 2021 Bonds (within the Parameters set by this Resolution), to conform to any
applicable bond insurance or reserve instrument or to remove the same, 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. The execution thereof by the Mayor on behalf of the Issuer of the documents
approved hereby shall conclusively establish such necessity, appropriateness, and approval
with respect to all such additions, modifications, deletions, and changes incorporated
therein.
Section 5. The form, terms, and provisions of the Series 2021 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 2021 Bonds
and to deliver or provide for the delivery of said Series 2021 Bonds to the Purchaser. The
signatures of the Mayor and the City Recorder may be by facsimile or manual execution.
Section 6. Upon their issuance, the Series 2021 Bonds will constitute special
limited obligations of the Issuer payable solely from and to the extent of the sources set
forth in the Series 2021 Bonds and the Master Resolution. No provision of this Resolution,
the Master Resolution, the Series 2021 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 ad valorem taxing powers.
Section 7. 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.
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4845-4015-9965, v. 1
Section 8. After the Series 2021 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 2021 Bonds are deemed to have
been duly discharged in accordance with the terms and provisions of the Master Resolution.
Section 9. The Issuer shall hold a public hearing on March 23, 2021, to receive
input from the public with respect to (a) the issuance of the Series 2021 Bonds issued under
the Act and (b) the potential economic impact that the improvements to be financed with
the proceeds of the Series 2021 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
(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 Issuer’s 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:
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4845-4015-9965, v. 1
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 February 23, 2021, 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 Wastewater and Water Revenue Bonds, Series 2021 (the “Series 2021 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.
TIME, PLACE, LOCATION AND PURPOSE OF PUBLIC HEARING
The Issuer shall hold a public hearing on March 23, 2021, at the hour of 7:00 p.m.
at 217 East Center Street, Moab, Utah. The purpose of the hearing is to receive input from
the public with respect to (a) the issuance of the Series 2021 Bonds and (b) any potential
economic impact that the project to be financed with proceeds of the Series 2021 Bonds
may have on the private sector. All members of the public are invited to attend and
participate.
PURPOSE FOR ISSUING THE SERIES 2021 BONDS
The Series 2021 Bonds will be issued for the purpose of: (a) financing all or a
portion of the costs of improvements to the wastewater and water systems (together, the
“System”), including but not limited to, the construction of a well and a water storage tank,
water line improvements and all related improvements (the “Series 2021 Project”), (b)
funding any necessary debt service reserve funds, and (c) paying costs of issuance of the
Series 2021 Bonds.
PARAMETERS OF THE SERIES 2021 BONDS
The Issuer intends to issue the Series 2021 Bonds in the aggregate principal amount
of not more than Seven Million Dollars ($7,000,000), to mature in not more than twenty
(20) 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 (3.0%) per annum. The Series 2021 Bonds are to be issued and sold
by the Issuer pursuant to the Resolution, including as part of said Resolution, a Master
Resolution (the “Master Resolution”) which were 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 2021 Bonds will not exceed the maximums set forth above. The Issuer
reserves the right to not issue the Series 2021 Bonds for any reason and at any time up to
the issuance of the Series 2021 Bonds.
REVENUES PROPOSED TO BE PLEDGED
The Bonds are special limited obligations of the Issuer payable from the net
revenues of the System.
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OUTSTANDING BONDS SECURED BY PLEDGED TAXES
The Issuer currently has $15,136,000 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:
https://reporting.auditor.utah.gov/searchreport. For additional information, including any
information more recent than as of the date of the Financial Report, please contact Joel
Linares, City Manager at (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 2021 Bonds, if held until maturity, is
$8,120,309.
A copy of the Resolution and form of the Master Resolution are on file in the office
of the Moab City Recorder, 217 East Center Street, 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 any person in interest
shall have the right to contest the legality of the Resolution, the Master Resolution (as it
pertains to the Series 2021 Bonds), or the Series 2021 Bonds, or any provision made for
the security and payment of the Series 2021 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.
DATED this February 23, 2021.
/s/Sommar Johnson
City Recorder
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Section 10. The Issuer hereby reserves the right to opt not to issue the Series
2021 Bonds for any reason, including without limitation, consideration of the opinions
expressed at the public hearing.
Section 11. 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 12. 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 2021 Project. The Series 2021 Bonds are to be issued, and the reimbursements
made, by the later of 18-months after the payment of the costs or after the Series 2021
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 2021 Bonds
which will be issued to finance the reimbursed costs of the Series 2021 Project is not
expected to exceed $7,000,000.
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APPROVED AND ADOPTED this February 23, 2021.
(SEAL)
By:_________________________________
Mayor
ATTEST:
By:
City Recorder
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(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:_________________________________
Mayor
ATTEST:
By:
City Recorder
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4845-4015-9965, v. 1
STATE OF UTAH )
: ss.
COUNTY OF GRAND )
I, Sommar Johnson, 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 February 23,
2021, 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 February 23, 2021, 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 February 23, 2021.
(SEAL)
By:
City Recorder
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EXHIBIT A
CERTIFICATE OF COMPLIANCE WITH
OPEN MEETING LAW
I, Sommar Johnson, 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 February 23, 2021,
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 February ___, 2021, 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 February ___, 2021, 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 2021 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 _____________, at the principal office of the City Council, (b) provided to at
least one newspaper of general circulation within the City on ______________, 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
February 23, 2021.
(SEAL)
By:
City Recorder
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SCHEDULE 1
NOTICE OF MEETING
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SCHEDULE 2
ANNUAL MEETING SCHEDULE
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(attach Proof of Publication of
Notice of Public Hearing and Bonds to be Issued)
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EXHIBIT B
SUPPLEMENTAL MASTER RESOLUTION
OF
CITY OF MOAB, UTAH
AS ISSUER
DATED AS OF
_________, 2021
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Table of Contents
ARTICLE I. DEFINITIONS 1
Section 1.01Definitions 1
Section 1.02Master Resolution to Constitute Contract 5
Section 1.03Construction. 5
ARTICLE II. ISSUANCE OF SERIES 2021 BONDS 6
Section 2.01Principal Amount, Designation, Series, and Interest Rate 6
Section 2.02Date and Maturities 6
Section 2.03Optional Redemption and Redemption Prices. 7
Section 2.04Execution and Delivery of the Series 2021 Bonds 7
ARTICLE III. SERIES 2021 BOND PROVISIONS 7
Section 3.01Execution; Limited Obligation. 7
Section 3.02Authentication and Delivery of Series 2021 Bonds. 8
Section 3.03Mutilated, Lost, Stolen or Destroyed Bonds. 9
Section 3.04Registration of Bonds; Persons Treated as Owners. 9
Section 3.05Notice of Redemption. 10
Section 3.06Cancellation. 10
Section 3.07Nonpresentation of Bonds. 10
Section 3.08Issuance of Additional Bonds. 11
Section 3.09Sale of Bonds; Authorization of Agreements. 13
ARTICLE IV. CREATION OF FUNDS AND ACCOUNTS 13
Section 4.01Creation of Revenue Fund. 13
Section 4.02Creation of Bond Fund. 13
Section 4.03Creation of Series 2021 Debt Service Reserve Fund. Error! Bookmark
not defined.
ARTICLE V. USE OF FUNDS 13
Section 5.01Use of Revenue Fund. 13
Section 5.02Use of Bond Fund. 14
Section 5.03Investment of Funds. 15
ARTICLE VI. APPLICATION OF PROCEEDS 15
Section 6.01Transfer of Fund and Application of Proceeds of the Series 2021 Bonds.
15
Section 6.02Debt Service Reserve Requirement. 16
ARTICLE VII. GENERAL COVENANTS 16
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Section 7.01General Covenants 16
Section 7.02First Lien Bonds; Equality of Liens. 19
Section 7.03Payment of Principal and Interest. 19
Section 7.04Performance of Covenants; Issuer. 20
Section 7.05List of Bondholders. 20
Section 7.06Designation of Additional Paying Agents. 20
Section 7.07Tax Exemption of Series 2021 Bonds. 20
Section 7.08Instruments of Further Assurance. 21
Section 7.09Covenant of State of Utah. 21
ARTICLE VIII. EVENTS OF DEFAULT; REMEDIES 22
Section 8.01Events of Default. 22
Section 8.02Remedies; Rights of Registered Owners. 23
Section 8.03Right of Registered Owners to Direct Proceedings. 23
Section 8.04Application of Moneys. 24
Section 8.05Rights and Remedies of Registered Owners. 25
Section 8.06Termination of Proceedings. 25
Section 8.07Waivers of Events of Default. 25
ARTICLE IX. SUPPLEMENTAL RESOLUTIONS 25
Section 9.01Supplemental Resolutions Not Requiring Consent of Registered Owners.
26
Section 9.02Supplemental Resolutions Requiring Consent of Registered Owners;
Waivers and Consents by Registered Owners. 26
ARTICLE X. DISCHARGE OF RESOLUTION 27
ARTICLE XI. MISCELLANEOUS 28
Section 11.01 Consents, Etc., of Registered Owners. 28
Section 11.02 Limitation of Rights. 28
Section 11.03 Severability. 29
Section 11.04 Maintenance of Proceedings. 29
Section 11.05 Defeasance of the Series 2021 Bonds. 29
Section 11.06 Sale of Series 2021 Bonds Approved. 30
Section 11.07 Bondholders not Responsible. 30
Section 11.08 Bonds Registrar and Paying Agent. 30
Section 11.09 Notice of Series 2021 Bonds to be Issued. 30
Section 11.10 Additional Certificates, Documents, and Other Papers. 30
Section 11.11 Severability. 30
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Section 11.12 Resolutions in Conflict. 30
Section 11.13 Effective Date of Resolution. 30
EXHIBIT A FORM OF BONDS 1
EXHIBIT B- Error! Bookmark not defined.FORM OF BOND PURCHASE
AGREEMENT Error! Bookmark not defined.
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4845-4015-9965, v. 1
SUPPLEMENTAL MASTER RESOLUTION
WHEREAS, the Local Government Bonding Act, Title 11, Chapter 14, Utah Code
Annotated 1953, as amended and the Utah Refunding Bond Act, Title 11, Chapter 27, Utah
Code Annotated 1953, as amended (together, 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
Wastewater and Water Revenue Bonds, Series 2018A and its Wastewater and Water
Revenue Refunding Bonds, Series 2018B (together, the “Series 2018 Bonds”) pursuant to
a Master Resolution dated as of September 1, 2018 (the “2018 Master Resolution”); and
WHEREAS, the Issuer desires to (a)finance the acquisition and construction of
improvements to the Issuer’s wastewater and water systems (together, the “System”)
including but not limited to, the construction of a well and a water storage tank, water line
improvements and all related improvements (collectively, the “Series 2021 Project”) and
(b)pay costs of issuance with respect to the Series 2021 Bonds, through the issuance of
Wastewater and Water Revenue Bonds, Series 2021 (the “Series 2021 Bonds”) in an
aggregate principal amount of $_________ pursuant to the 2018 Master Resolution and
this Supplemental Master Resolution dated as of _________, 2021 (the “Supplemental
Master Resolution” and together with the 2018 Master Resolution, the “Master
Resolution”); and
WHEREAS, ___________ (the “Purchaser”) has offered to purchase the Series
2021 Bonds at par in the total principal amount of $_______; and
WHEREAS, the Issuer desires to accept the offer of the Purchaser and to confirm
the sale of the Series 2021 Bonds to the Purchaser;
NOW, THEREFORE, it is hereby resolved by the City Council of the City of Moab,
Utah, as follows:
Section 13.
DEFINITIONS
(a) Definitions. As used in this Master Resolution, the following
terms shall have the following meanings unless the context otherwise clearly indicates:
“Act” means, collectively, 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 2021 Bonds or other forms of indebtedness, including the Parity
Bonds, issued on a parity with the Series 2021 Bonds.
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“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 2021 Bonds will remain outstanding.
“Bonds” means the Series 2018 Bonds, the Series 2021 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.
“Code” means the Internal Revenue Code of 1986, as amended.
“Dated Date” means the initial delivery date of the Series 2021 Bonds.
“Debt Service Reserve Requirement” means $[0].
“Default” and “Event of Default” mean, with respect to any default or event of
default under this Master Resolution, any occurrence or event specified in and defined by
Section 9.01 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.
“Direct Obligations” means (a) cash, (b) Government Obligations, and (c) money
market funds registered under the Federal Investment Company Act of 1940, whose shares
are registered under the Federal Securities Act of 1933, and having a rating by S&P of
AAAm-G, AAAm, or AA-m and if rated by Moody’s rated Aaa, Aa1 or Aa2.
“Fully Registered Bond” means any single Fully Registered Bond in the
denomination(s) equal to the aggregate principal amount of the applicable Series 2021
Bonds authorized herein.
“Governing Body” means the City Council of the Issuer.
“Interest Payment Dates” means each ________ and ________ beginning _______,
2021.
“Master Resolution” means the 2018 Master Resolution dated as of September 1,
2018 and this Supplemental Master Resolution dated as of ________, 2021.
“Net Revenues” means the Revenues after provision has been made for the payment
therefrom of Operation and Maintenance Expenses.
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“Operation and Maintenance Expenses” means all expenses reasonably incurred in
connection with the operation and maintenance of the System, whether incurred by the
Issuer or paid to any other municipality or company pursuant to contract or otherwise,
repairs and renewals (other than capital improvements) necessary to keep the System in
efficient operating condition, the cost of audits and reports hereinafter required, fees of the
paying agents on the Bonds, payment of premiums for insurance on the System hereafter
required, and, generally, all expenses, exclusive of depreciation, which under generally
accepted accounting practices are properly allocable to operation and maintenance of the
System, but only such expenses as are reasonably and properly necessary to the efficient
operation and maintenance of the System shall be included.
“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 in the future on a parity with the Series
2021 Bonds.
“Purchaser” means ___________________.
“2018 Master Resolution” means the 2018 Master Resolution dated as of
September 1, 2018.
“Supplemental Master Resolution” means this Supplemental Master Resolution
dated as of ___________, 2021.
“Qualified Investments” means any of the following securities:
Direct Obligations;
(i) Obligations of any of the following federal agencies
which obligations represent full faith and credit obligations of the
United States of America: the Export-Import Bank of the United
States; the Government National Mortgage Association; the Federal
Financing Bank; the Farmer’s Home Administration; the Federal
Housing Administration; the Maritime Administration: General
Services Administration, Small Business Administration; or the
Department of Housing and Urban Development (PHA’s);
(ii) Money market funds rated “AAAm” or “AAAm-G” or
better by S&P;
(iii) Commercial paper which is rated at the time of
purchase in the single highest classification, P-1 by Moody’s or A-1+
by S&P, and which matures not more than 270 days after the date of
purchase;
(iv) Bonds, notes or other evidences or indebtedness rated
“AAA” by S&P and “Aaa” by Moody’s issued by the Federal
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National Mortgage Association or the Federal Home Loan Mortgage
Corporation with remaining maturities not exceeding three years;
(v) U.S. dollar denominated deposit accounts, federal
funds and banker’s acceptances with domestic commercial banks
which have a rating on their short-term certificates of deposit on the
date or purchase of “A-1” or “A-1+” by S&P and “P-1” by Moody’s
and maturing no more than 360 days after the date or purchase (ratings
on holding companies are not considered as the rating of the bank);
(vi) the fund held by the Treasurer for the State of Utah and
commonly known as the Utah State Public Treasurer’s Investment
Fund; and
(vii) any other investment permitted by the State Money
Management Act, Title 51, Chapter 7, Utah Code Annotated 1953, as
amended.
“Registrar” or “Paying Agent” means the person or persons authorized by the
Issuer to maintain the registration books with respect to the Series 2021 Bonds and to pay
the principal on the Series 2021 Bonds on behalf of the Issuer. The initial Registrar and
Paying Agent for the Series 2021 Bonds is the City Recorder of the Issuer.
“Regular Record Date” means the fifteenth day (whether or not a Business Day)
immediately preceding each Interest Payment Date with respect to the applicable Series of
Bonds.
“Regulations,” and all references thereto shall mean and include applicable final,
proposed and temporary United States Treasury Regulations promulgated with respect to
Sections 103 and 141 through 150 of the Code, including all amendments thereto made
hereafter.
“Revenue Fund” means the City of Moab Wastewater and Water Revenue Fund created herein in
the hands of the Issuer to be administered pursuant to Section 5.01 of this Master Resolution.
“Revenues” means all gross income and revenues of any kind from any source whatsoever, derived
from the operation of the System, including, without limitation, all fees, rates, connection charges, impact
fees improved with respect to the Project and other charges, the gross revenues of all improvements, additions
and extensions of the System hereafter constructed or acquired and all interest earned by and profits derived
from the sale of investments made with the income and Revenues.
“Series 2018 Bonds” means the Issuer’s outstanding Wastewater and Water
Revenue Bonds, Series 2018A and Wastewater and Water Revenue Refunding Bonds,
Series 2018B.
“Series 2021 Bonds” means the Issuer’s Wastewater and Water Revenue Bonds,
Series 2021 issued hereunder.
“Series 2021 Project” means the costs of improvements to the System, including
but not limited to, the construction of a well and a water storage tank, water line
improvements and all related improvements.
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“Series 2021 Reserve Account” means, the account described in Section 3.4 below.
“Sinking Fund Year” means the 12-month period beginning July 1 of each year
and ending June 30 of the following year, except with respect to the Series 2021 Bonds
that the first Sinking Fund Year will begin on the Dated Date and will end on the following
June 30.
“System” means collectively, the wastewater and water facilities of the Issuer, as
such facilities now existing, and any other properties now or hereafter owned or operated
by the Issuer relating to said facilities and as may hereafter be improved and extended,
including specifically all properties of every nature owned by the Issuer and used or useful
in the operation of said system, including real estate, personal and intangible properties,
contracts, franchises, leases, whether lying within or without the boundaries of the Issuer,
including the whole and each and every part of the sewer facilities of the Issuer, including
the Series 2021 Project to be acquired and constructed pursuant to this Master Resolution,
and all real, personal, and mixed property, of every nature now or hereafter owned by the
Issuer and used or useful in the operation of said System, together with all improvements,
extensions, enlargements, additions, and repairs thereto which may be made while the
Series 2021 Bonds remain Outstanding.
(b) Master Resolution to Constitute Contract. In consideration of the
purchase and acceptance of any and all of the Series 2021 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 2021 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 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 Bonds over any
other thereof, except as expressly provided in or permitted by this Master Resolution.
(c) Construction. This Master Resolution, except where the context by
clear implication herein otherwise requires, shall be construed as follows:
(i) The terms “hereby,” “hereof,” “herein,” “hereto,”
“hereunder,” and any similar terms used in this Master Resolution
shall refer to this Master Resolution in its entirety unless the context
clearly indicates otherwise.
(ii) Words in the singular number include the plural, and
words in the plural include the singular.
(iii) Words in the masculine gender include the feminine
and the neuter, and when the sense so indicates, words of the neuter
gender refer to any gender.
(iv) Articles, sections, subsections, paragraphs and
subparagraphs mentioned by number, letter or otherwise,
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correspond to the respective articles, sections, subsections,
paragraphs and subparagraphs hereof so numbered or otherwise so
designated.
The titles or leadlines applied to articles, sections and subsections herein are
inserted only as a matter of convenience and ease in reference and in no way define, limit
or describe the scope or intent of any provisions of this Master Resolution.
Section 14.
ISSUANCE OF SERIES 2021 BONDS
(a) Principal Amount, Designation, Series, and Interest Rate. The
Series 2021 Bonds are hereby authorized for the purpose of providing funds to (a) finance
the Series 2021 Project and (b) pay costs incurred in connection with the issuance of the
Series 2021 Bonds. The Series 2021 Bonds shall be limited to $_________ in aggregate
principal amount, shall be issued in the form set forth in Exhibit A, in fully registered form
and shall bear interest at the rate of ____% per annum and shall be payable as specified
herein. The Series 2021 Bonds shall be designated as and shall be distinguished from the
bonds of all other series by the title, “City of Moab, Utah Wastewater and Water Revenue
Bonds, Series 2021.”
(b) Date and Maturities. The Series 2021 Bonds shall be dated as
of the Dated Date, shall be in denominations of [$5,000 or any $1,000] multiple in excess
thereof, and shall bear interest from the Interest Payment Date next preceding their date of
authentication thereof, unless authenticated as of an Interest Payment Date, in which event
such Series 2021 Bonds shall bear interest from the date to which interest has been paid in
full, or unless no interest shall have been paid on such Series 2021 Bonds, in which event
such Series 2021 Bonds shall bear interest from the Dated Date, payable on __________
and ________ commencing on __________, 20__, at the rate per annum and shall mature
on _________ in the amount set forth below:
Maturity
(________)
Principal Amount
Interest Rate
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Payment of the interest on any Series 2021 Bond shall be made to the person
appearing on the Bond registration books of the registrar hereinafter provided for as the
Registered Owner thereof by check or draft mailed to the Registered Owner at his address
as it appears on such registration books. Interest shall be paid by check or draft mailed on
each Interest Payment Date to the Owner of each of the Series 2021 Bonds as the name and
address of such Owner appears on the Record Date in the Register.
(c) Optional Redemption and Redemption Prices. [The Series 2021
Bonds maturing on or prior to ________, 20__ are not subject to redemption prior to
maturity. The Series 2021 Bonds maturing on and after ________, 20__ are subject to
redemption prior to maturity at the option of the Issuer, in such order of maturity as may
be selected by the Issuer, in whole or in part on any day on and after ________, 20__, at a
redemption price equal to 100% of the principal amount of the Series 2021 Bonds to be
redeemed plus accrued interest to the date of redemption.]
(d) Execution and Delivery of the Series 2021 Bonds. The Mayor
of the Issuer is hereby authorized to execute by manual or facsimile signature the Series
2021 Bonds and the City Recorder of the Issuer to countersign by manual or facsimile
signature the Series 2021 Bonds and to have imprinted, engraved, lithographed, stamped,
or otherwise placed on the Series 2021 Bonds the official seal of the Issuer. The City
Recorder is hereby authorized to deliver to the Purchaser the Series 2021 Bonds upon
payment to the Issuer of the proceeds of the Series 2021 Bonds.
Section 15.
SERIES 2021 BOND PROVISIONS
(a) Execution; Limited Obligation. The Series 2021 Bonds shall be
executed on behalf of the Issuer with the manual or official facsimile signature of its Mayor,
countersigned with the manual or official facsimile signature of the City Recorder, and
shall have impressed or imprinted thereon the corporate seal or facsimile thereof of the
City Recorder. In case any officer whose signature shall appear on the Series 2021 Bonds,
shall cease to be such officer before the delivery of such Series 2021 Bonds, such signature
shall nevertheless be valid and sufficient for all purposes, the same as if he had remained
in office until delivery. The Series 2021 Bonds, together with interest thereon, shall be
limited obligations of the Issuer payable solely from the Net Revenues (except to the extent
paid out of moneys attributable to the Series 2021 Bond proceeds or other funds created
hereunder or the income from the temporary investment thereof).
The Series 2021 Bonds shall be a valid claim of the respective Registered Owners
thereof only against the Net Revenues and other moneys in funds and accounts held by the
Issuer hereunder and the Issuer hereby pledges and assigns the same for the equal and
ratable payment of the Series 2021 Bonds, and the Net Revenues shall be used for no other
purpose than to pay the principal of, premium, if any, and interest on the Series 2021 Bonds,
except as may be otherwise expressly authorized herein. The issuance of the Series 2021
Bonds shall not, directly, indirectly or contingently, obligate the Issuer or any agency,
instrumentality or political subdivision thereof to levy any form of taxation therefor or to
make any appropriation for their payment.
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(b) Authentication and Delivery of Series 2021 Bonds.
(i) The Issuer shall deliver executed Series 2021 Bonds
to the Registrar for authentication. Subject to the satisfaction of the
conditions for authentication of Series 2021 Bonds set forth herein,
the Registrar shall authenticate such Bonds, and deliver them upon
the order of the Issuer to their respective Owners thereof upon the
payment or exchange by the Owners to the Issuer for the account of
the Issuer of the purchase price therefor. Delivery by the Issuer shall
be full acquittal to the Owners for the purchase price of such Series
2021 Bonds, and the Owners shall be under no obligation to see to
the application thereof. The proceeds of the sale of such Series 2021
Bonds shall, however, be disposed of only as provided herein.
(ii) No Series 2021 Bond shall be valid or obligatory for
any purpose or entitled to any security or benefit hereunder, unless
and until a certificate of authentication on such Series 2021 Bond
substantially in the form set forth in the forms of Bonds attached
hereto shall have been duly executed by the Registrar, and such
executed certificate of the Registrar upon any such Bond shall be
conclusive evidence that such Bond has been authenticated and
delivered hereunder. The Registrar’s certificate of authentication on
any Bond shall be deemed to have been executed by it if signed by
an authorized officer of the Registrar, but it shall not be necessary
that the same officer sign the certificate of authentication on all of
the Bonds issued hereunder.
(iii) Prior to the authentication by the Registrar of the
Series 2021 Bonds there shall have been filed with bond counsel:
(1) A copy of this Master Resolution duly
certified by the City Recorder.
(2) A certificate of the Issuer, dated as of the date
of authentication of the Series 2021 Bonds, to the effect that
this Master Resolution is still in force and effect without
amendments.
(3) A request and authorization to the Registrar
from the Issuer to authenticate the Series 2021 Bonds in the
aggregate principal amount therein specified and deliver
them to purchasers therein identified upon payment to the
Issuer, of the sum specified therein.
(4) An opinion of bond counsel dated the date of
authentication of the Series 2021 Bonds to the effect that (a)
the Master Resolution has been duly adopted by the Issuer
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and creates a valid and binding obligation on the Issuer in
accordance with its terms, (b) the Series 2021 Bonds are
special obligations of the Issuer payable solely from the Net
Revenues and do not constitute a general obligation
indebtedness of the Issuer, and (c) the interest payable on the
Series 2021 Bonds is excludable from gross income for
federal income tax purposes.
(c) Mutilated, Lost, Stolen or Destroyed Bonds. In the event any
Bond is mutilated, lost, stolen or destroyed, the Issuer may execute and the Registrar may
authenticate a new Bond of like date, series, maturity and denomination as that mutilated,
lost, stolen or destroyed; provided that, in the case of any mutilated Bond, such mutilated
Bond shall first be surrendered to the Registrar, and in the case of any lost, stolen or
destroyed Bond, there shall be first furnished to the Registrar evidence of such loss, theft
or destruction satisfactory to the Registrar, together in all cases with indemnity satisfactory
to the Registrar and the Issuer. In the event any such Bond shall have matured, instead of
issuing a duplicate Bond, the Registrar may pay the same without surrender thereof upon
compliance with the foregoing. The Registrar may charge the Registered Owner of such
Bond with its reasonable fees and expenses in this connection. Any Bond issued pursuant
to this Section 3.03 shall be deemed part of the Series of the Bonds in respect of which it
was issued and an original additional contract obligation of the Issuer.
(d) Registration of Bonds; Persons Treated as Owners. The Issuer
shall cause the books for the registration and for the transfer of the Bonds as provided
herein to be kept by the City Recorder which is hereby constituted and appointed the
Registrar of the Issuer with respect to the Bonds, provided, however, that the Issuer may,
by Supplemental Resolution, select a party other than the City Recorder to act as Registrar
with respect to the Series of Bonds issued under said Supplemental Resolution. Any 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 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 Bond at the office of the Registrar, duly
endorsed by, or accompanied by a written instrument or instruments of transfer in form
satisfactory to the Registrar and duly executed by, the Registered Owner or his attorney
duly authorized in writing, the Issuer shall execute and the Registrar shall authenticate and
deliver in the name of the transferee or transferees, a new Bond or Bonds of the same Series
and the same maturity for a like aggregate principal amount as the Bond surrendered for
transfer. Bonds may be exchanged at the office of the Registrar for a like aggregate
principal amount of Bonds of other authorized denominations of the same Series and the
same maturity. The execution by the Issuer of any Bond of any authorized denomination
shall constitute full and due authorization of such denomination, and the Registrar shall
thereby be authorized to authenticate and deliver such Bond. The Issuer and the Registrar
shall not be required to transfer or exchange any Bond (i) during the period from and
including any Regular Record Date, to and including the next succeeding Interest Payment
Date, (ii) during the period from and including the day fifteen days prior to any Special
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Record Date, to and including the date of the proposed payment pertaining thereto, (iii)
during the period from and including the day fifteen days prior to the mailing of notice
calling any Bonds for redemption, to and including the date of such mailing, or (iv) at any
time following the mailing of notice calling such Bond for redemption.
The Issuer, the Registrar and the Paying Agent may treat and consider the person
in whose name each 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 interest due thereon 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 or on account of either principal
of or interest on any Bond shall be made only to or upon order of the Registered Owner
thereof or such person’s 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 Bond to the extent of the sum or sums so paid.
The Registrar shall require the payment by the Bondholder requesting exchange or
transfer of Bonds of any tax or other governmental charge and by the Issuer of any service
charge of the Registrar which are required to be paid with respect to such exchange or
transfer and such charges shall be paid before such new Bond shall be delivered.
(e) Notice of Redemption. In the event any of the Series 2021
Bonds are called for redemption, notice thereof identifying the Series 2021 Bonds or
portions thereof to be redeemed will be given by the Paying Agent by mailing a copy of
the redemption notice by registered or certified mail at least thirty (30) days prior to the
date fixed for redemption to the Registered Owner of each Series 2021 Bond to be
redeemed at the address shown on the registration books; provided, however, that failure
to give such notice by mailing, or any defect therein, shall not affect the validity of any
proceeding for the redemption of any Series 2021 Bond with respect to which no such
failure has occurred. Any notice mailed as provided in this paragraph shall be conclusively
presumed to have been duly given, whether or not the Registered Owner receives the
notice. All Series 2021 Bonds so called for redemption will cease to bear interest after the
specified redemption date provided funds for their redemption are on deposit at the place
of payment at that time.
(f) Cancellation. All Bonds which have been surrendered for
payment, redemption or exchange, and Bonds purchased from any moneys held by the
Paying Agent hereunder or surrendered to the Paying Agent by the Issuer, shall be canceled
and cremated or otherwise destroyed by the Registrar and shall not be reissued, and a
counterpart of the certificate of cremation or other destruction certificate evidencing such
cremation or other destruction shall be furnished by the Registrar to the Issuer; provided,
however, that one or more new Bonds shall be issued for the unredeemed portion of any
Bond without charge to the Registered Owner thereof.
(g) Nonpresentation of Bonds. In the event any Series 2021 Bond
shall not be presented for payment when the principal thereof becomes due, either at
maturity or otherwise, or at the date fixed for redemption thereof, if funds sufficient to pay
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such Bond shall have been made available to the Paying Agent, all liability of the Issuer to
the Registered Owner thereof for the payment of such Bond shall forthwith cease, terminate
and be completely discharged, and thereupon it shall be the duty of the Paying Agent to
hold such fund or funds, without liability to the Registered Owner of such Bond for interest
thereon, for the benefit of the Registered Owner of such Bond who shall thereafter be
restricted exclusively to such fund or funds for any claim of whatever nature on his part
hereunder or on, or with respect to, said Bond. If any Bond shall not be presented for
payment within four years following the date when such Bond becomes due, whether by
maturity or otherwise, the Paying Agent shall, to the extent permitted by law, repay to the
Issuer the funds theretofore held by it for payment of such Bond, and such Bond shall,
subject to the defense of any applicable statute of limitation, thereafter be an unsecured
obligation of the Issuer, and the Registered Owner thereof shall be entitled to look only to
the Issuer for payment, and then only to the extent of the amount so repaid, and the Issuer
shall not be liable for any interest thereon and shall not be regarded as a trustee of such
money.
(h) Additional Bonds. No additional indebtedness, bonds, or notes
of the Issuer payable on a priority to the pledge of Net Revenues for the payment of the
Series 2021 Bonds or the Parity Bonds herein authorized shall be created or incurred
without the prior written consent of the Owners of one hundred percent (100%) of the
outstanding Series 2021 Bonds or the Parity Bonds. In addition, no Parity Bonds payable
on a parity with the Series 2021 Bonds herein authorized out of Net Revenues shall be
created or incurred, unless the following requirements have been met:
(i) The Net Revenues of the System for any twelve (12)
month period within the twenty-four (24) month period immediately
preceding the authentication and delivery of the Parity Bonds were
at least one hundred twenty-five percent (125%) of the total
principal, premium, if any, interest, if any, for said twelve (12)
month period on all of the outstanding Series 2021 Bonds and Parity
Bonds secured by the Net Revenues of the System which were then
Outstanding.
(ii) In the case of Parity Bonds issued for the purposes
set forth in (e)(ii) below, the Issuer shall deliver certificate at
closing:
(1) setting forth the Estimated Net Revenues as
herein described (assuming, if applicable, the completion of
any additions, improvements, extensions, replacements or
repairs to the System (collectively, the “Improvements”)
financed with proceeds of the Parity Bonds) either:
(A) for each of the two Sinking Fund Years succeeding
the latest estimated date of completion of the Improvements, if
proceeds of the Parity Bonds are used to fund interest during the
construction period, or
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(B) if (i) is not the case, for the then current Sinking Fund
Year and each succeeding Sinking Fund Year to and including the
second Sinking Fund Year succeeding the latest estimated date of
completion of the Improvements; and
(2) verifying that the Estimated Net Revenues as
shown in (i) above for each of such Sinking Fund Years are
not less than one hundred twenty-five percent (125%) of the
aggregate Annual Debt Service for each of such Sinking
Fund Years with respect to all of the Series 2021 Bonds and
Parity Bonds which would then be Outstanding (after taking
into account any principal reductions resulting from
regularly scheduled principal or sinking fund redemption
payments) and the Parity Bonds so proposed to be issued.
For purposes of this subsection (b), “Estimated Net Revenues” shall be determined
as follows:
(3) The total Net Revenues of the System for the
most recent twelve (12) month period immediately
preceding the authentication and delivery of the Parity
Bonds in which such information is available to the Issuer
shall be first be determined. For purposes of these
calculations, Revenues may be adjusted to give full effect to
rate increases implemented prior to the issuance of the Parity
Bonds.
(4) Next, the additional Net Revenues, if any,
resulting from the Improvements financed with the proceeds
of the Parity Bonds will be estimated for the applicable
Sinking Fund Years as determined in (b)(1)(i) or (ii) above.
(5) The Estimated Net Revenues will be the sum of
the Net Revenues as calculated in (a) above, plus eighty
percent (80%) of the estimated additional Net Revenues as
calculated in (b) above.
(iii) All payments required by this Master Resolution to
be made into the Bond Fund must have been made in full, and there
must be in any reserve account related to outstanding Bonds, the full
amount required by this Master Resolution to be accumulated
therein at such time.
(iv) The proceedings authorizing the Parity Bonds must
establish a reserve account into which shall be accumulated an
amount, if any, required by the proceedings authorizing the issuance
of the Parity Bonds.
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(v) The proceeds of the Parity Bonds must be used (i) to
refund Bonds issued hereunder or other obligations of the Issuer
(including the funding of necessary reserves and the payment of
costs of issuance) or (ii) to make additions, improvements,
extensions, replacements, or repairs to the System (including the
funding of necessary reserves and the payment of costs of issuance).
(vi) No Event of Default shall have occurred and be
continuing hereunder. This paragraph (f) shall not preclude the
issuance of Parity Bonds if (i) the issuance of such Parity Bonds
otherwise complies with the provisions hereof and (ii) such Event of
Default will cease to continue upon the issuance of the Parity Bonds
and the application of the proceeds thereof.
(i) Sale of Bonds; Authorization of Agreements. The Series 2021
Bonds shall be sold to the Purchaser at a price equal to $_________, representing the
principal amount of the Series 2021 Bonds, less a Purchaser’s discount of $_____ in
accordance with the provisions of the Bond Purchase Agreement. The Mayor and City
Recorder are hereby authorized to execute and deliver the Bond Purchase Agreement on
behalf of the Issuer in substantially the form and with substantially the same content as
contained in Exhibit B attached hereto. The appropriate officers of the Issuer, including
without limitation the Mayor and City Recorder, are authorized to take all action necessary
or reasonably required by the Bond Purchase Agreement to carry out, give effect to and
consummate the transactions as contemplated thereby.
Section 16.
CREATION OF FUNDS AND ACCOUNTS
(a) Creation of Revenue Fund. There is hereby created and ordered
established with the Issuer a revenue fund in the name of the Issuer to be designated the
“City of Moab, Utah Wastewater and Water Revenue Fund” (herein defined as the
“Revenue Fund”). For accounting purposes, the Revenue Fund may be redesignated by
different account names by the Issuer from time to time.
(b) Creation of Bond Fund. There is hereby created and ordered
established in the custody of the Issuer a special fund in the name of the Issuer to be
designated the “City of Moab, Utah Wastewater and Water Revenue Bond Fund” (herein
defined as the “Bond Fund”).
Section 17.
USE OF FUNDS
(a) Use of Revenue Fund. All Revenues shall be accounted for and
maintained by the Issuer in the Revenue Fund, which fund shall be kept separate and apart
from all other accounts of the Issuer and which shall be expended and used by the Issuer
only in the manner and order of priority specified below:
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(i) As a first charge and lien on the Net Revenues, the
Issuer shall, at least 15 days prior to each Interest Payment Date,
transfer and deposit into the Bond Fund, from the Revenue Fund, an
amount equal to:
(1) the interest falling due on the Series 2021
Bonds on the next succeeding Interest Payment Date; plus
(2) the principal and premium, if any, falling due
on the next succeeding Mandatory Sinking Fund
Redemption Date or Maturity Date established for the Series
2021 Bonds,
the sum of which shall be sufficient, when added to the existing balance in the Bond Fund,
to pay the principal of, premium, if any, and interest on the Series 2021 Bonds promptly
on each such Interest Payment Date, Mandatory Sinking Fund Redemption Date or
Maturity Date as the same become due and payable.
(ii) If moneys shall have been withdrawn from an
account in the Debt Service Reserve Fund or any account in the Debt
Service Reserve Fund is at any time funded in an amount less than
the applicable Debt Service Reserve Requirement, the Issuer shall
deposit in such account moneys sufficient in amount to restore such
account(s) within one year, or a ratable portion of remaining Net
Revenues if less than the full amount necessary,
(iii) If moneys shall have been withdrawn from the
Emergency Repair and Replacement Fund is at any time funded in
an amount less than the applicable Emergency Repair and
Replacement Requirement, the Issuer shall deposit in such account
moneys sufficient in amount to restore such account(s) within one
year, or a ratable portion of remaining Net Revenues if less than the
full amount necessary,
(iv) The Net Revenues remaining after the foregoing
deposits and transfers for each Interest Payment Date, may be used
at any time for any other lawful purpose.
(b) Use of Bond Fund.
(i) The Issuer shall make deposits, as and when
received, as follows:
(1) all moneys payable by the Issuer as specified
in Section 6.01 hereof shall be deposited into the Bond Fund
in the order named;
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(2) all other moneys received by the Issuer
hereunder when accompanied by directions from the person
depositing such moneys that such moneys are to be paid into
the Bond Fund, shall be deposited into the Bond Fund.
(ii) Moneys in the Bond Fund shall be expended solely
for the following purposes and in the following order of priority:
(1) the payment of principal of and interest on the
Bonds as the same become due; and
(2) the payment of principal and interest accrued,
if any, on the Bonds as the same become due upon
redemption prior to maturity and such payments and
redemption of Bonds in advance of their maturity shall be
accounted for separately by the Paying Agent from the
payments made by the Issuer pursuant to Subparagraph (i)
of this Paragraph (b).
The Issuer shall withdraw sufficient funds from the Bond Fund to pay principal of
and interest on the Bonds as the same become due and payable and to make said funds so
withdrawn available to the Paying Agent and any paying agent for the purpose of paying
said principal and interest.
(iii) After payment in full of the principal of and interest
on all Bonds issued hereunder (or after provision has been made for
the payment thereof as provided herein so that such Bonds are no
longer Outstanding); and the fees, charges and expenses of any
paying agent and any other amounts required to be paid hereunder;
all amounts remaining in the Bond Fund shall be paid to the Issuer.
(c) Investment of Funds. Any revenue surpluses or moneys in the
Bond Fund may be invested by the Issuer in Qualified Investments. Such investments shall
be held by the Issuer, and when the Issuer determines it necessary to use the moneys in the
Bond Fund for the purposes for which the Bond Fund was created, it shall liquidate at
prevailing market prices as much of the investments as may be necessary and apply the
proceeds to such purposes. All income derived from the investment of the Bond Fund shall
be maintained in said Fund and disbursed along with the other moneys on deposit therein
as herein provided.
Section 18.
APPLICATION OF PROCEEDS
(a) Transfer of Fund and Application of Proceeds of the Series 2021
Bonds.
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(i) The Issuer shall deposit the proceeds from the sale of
the Series 2021 Bonds in the amount of $__________shall be
applied as follows:
(1) $__________ to finance the Series 2021
Project; and
(2) The remaining amount to be deposited into
the Series 2021 Cost of Issuance Account to pay costs of
issuance; and
(b) Debt Service Reserve Requirement. For purposes of the Series
2021 Bonds, the Debt Service Reserve Requirement shall be $[0].
Section 19.
GENERAL COVENANTS
(a) General Covenants. The Issuer hereby covenants and agrees
with each and every holder of the Series 2021 Bonds issued hereunder the following:
(i) The Issuer covenants that it shall fund and expressly
maintain as provided herein all funds referenced herein until such
time as the Series 2021 Bonds have been paid in full.
(ii) While any of the Series 2021 Bonds remain
outstanding and unpaid, any resolution or other enactment of the
Governing Body of the Issuer, applying the Revenues for the
payment of the Bonds shall be irrevocable until the 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
Bonds or which would in any way jeopardize the timely payment of
principal and interest when due.
(iii) The proceeds of the Series 2021 Bonds shall be
segregated from all other accounts of the Issuer and used, together
with all investment earnings thereon, to finance the Series 2018A
Project and the Series 2021 Project. The Issuer shall maintain a
record of all earning and withdrawals from such account, along with
credible evidence of withdrawals as appropriate expenditures on the
Series 2018A Project and the Series 2021 Project and shall provide
such records to each Registered Owner upon each withdrawal and
expenditure.
(iv) The rates for all service supplied by the System to the
Issuer and its inhabitants and to all customers within or without the
boundaries of the Issuer shall be sufficient to provide Net Revenues
for the retirement and/or redemption of the Series 2021 Bonds and
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accrued interest thereon. There shall be no free service and there
shall be charged against all users of the System, including the Issuer,
such rates and amounts as shall be sufficient to provide Net
Revenues for each fiscal year of the Issuer of not less than 125% of
the required debt service payments on the Series 2021 Bonds for
such fiscal year, plus an amount sufficient to fund the Series 2021
Reserve Account in the time, rate and manner specified herein. All
Net Revenues, including those received from the Issuer, shall be
subject to distribution for the payment of the Operation and
Maintenance Expenses of the System and the payment of the Series
2021 Bonds and any Parity Bonds as hereinabove provided.
(v) Each Bondholder shall have a right, in addition to all
other rights afforded it by the laws of Utah, to apply to and obtain
from any court of competent jurisdiction such decree or order as may
be necessary to require the Issuer to charge and collect reasonable
rates for services supplied by the System sufficient to meet all
requirements of this Master Resolution.
(vi) The Issuer will maintain the System in good
condition and operate the same in an efficient manner and at
reasonable cost.
(vii) The Issuer, in its operation of the System, will carry
insurance, including, but not limited to, workmen's compensation
insurance, property and public liability insurance, in such amounts
and to such extent as is normally carried by others operating public
utilities of the same type. The cost of such insurance shall be
considered an Operation and Maintenance Expense of the System.
In the event of loss or damage, insurance proceeds shall be used first
for the purpose of restoring or replacing the property lost or
damaged.
(viii) The Issuer will not sell, lease, mortgage, encumber,
or in any manner dispose of the System or any substantial part
thereof, including any and all extensions and additions that may be
made thereto, until all Series 2021 Bonds have been paid in full,
except that the Issuer may sell any portion of said property which
shall have been replaced by other property of at least equal value, or
which shall cease to be necessary for the efficient operation of the
System and that such sale or disposition shall not diminish or
decrease Net Revenues.
(ix) 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 System or
any part thereof or upon the Revenues, as well as any lawful claims
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for labor, materials or supplies which if unpaid might by law become
a lien or charge upon the System 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.
(x) The Issuer will not grant a franchise for the operation
of any competing water system within its corporate limits, as long
as the Series 2021 Bonds authorized herein remain outstanding.
(xi) The Issuer, in order to assure the efficient
management and operation of the System and to assure the
Bondholders from time to time that the System will be operated on
sound business principles, will employ competent and experienced
management for the System, will use its best efforts to see that the
System is at all times operated and maintained in first-class repair
and condition and in such manner that the operating efficiency
thereof shall be of the highest character, and will use its best efforts
to see that Operation and Maintenance Expenses are at no time in
excess of the Revenues available for the payment thereof.
(xii) Each Registered Owner or any duly authorized agent
or agents thereof shall have the right at all reasonable times to
inspect all records, accounts and data relating to the receipt and
disbursements of Revenues. Except as otherwise provided herein,
the Issuer further agrees that it will within one hundred eighty (180)
days following the close of each Bond Fund Year cause an audit of
such books and accounts to be made by an independent firm of
certified public accountants. Each such audit, in addition to
whatever matters may be thought proper by the accounted to be
included therein, shall include the following:
(1) A statement in detail of the income and
expenditures of the System for such fiscal year;
(2) A balance sheet as of the end of such fiscal
year;
(3) The accountant’s comments regarding the
manner in which the Issuer has carried out the requirements
of this Master Resolution, and the accountant's
recommendations for any change or improvement in the
operation of the System;
(4) A list of the insurance policies in force at the
end of the fiscal 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;
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(5) The number of parcels of property connected
to the System at the end of the fiscal year;
(6) An analysis of all funds created in this Master
Resolution, setting out all deposits and disbursements made
during the fiscal year and the amount in each fund at the end
of the fiscal year;
(7) The number of water and sewer connections
within the boundaries of the Issuer, and applications for
water and sewer service on hand at the end of the fiscal year;
(8) The total billings for such fiscal year;
(9) All schedules of rates and charges imposed
for water and sewer service during the fiscal year.
Such audit must be performed in accordance with generally accepted
government auditing standards and will be provided to the Bondholders when
available, but in no event later than 180 days after the end of said Bond Fund Year.
In addition, the Issuer shall provide to the Purchaser when available, but in no event
later than the first day of each Bond Fund Year, a copy of the Issuer’s budget for
such Bond Fund Year.
(xiii) The Issuer may consolidate the bills submitted for
culinary water and sewer service with those submitted for secondary
water service for those persons who are liable for the payment of
charges for such services and require that each such consolidated
bill be paid in full as a unit and refuse to permit payment of one
portion without payment of the remainder. Any bill not paid within
thirty (30) days from the date it is mailed to the customer shall be
deemed delinquent. The Issuer hereby agrees that if any water bill
remains delinquent for more than sixty (60) days, it will initiate
proceedings to cause all water service to the water user concerned
to be cut off immediately.
(b) First Lien Bonds; Equality of Liens. The Series 2021 Bonds
constitute an irrevocable first lien (but not necessarily an exclusive first lien) upon the Net
Revenues. The Issuer covenants that the Series 2021 Bonds and any Parity Bonds issued
and from time to time outstanding are equitably and ratably secured by a first lien on the
Net Revenues and shall not be entitled to any priority one over the other in the application
of the Net Revenues regardless of the time or times of the issuance of the Series 2021
Bonds and any other Parity Bonds, it being the intention of the Issuer that there shall be no
priority among the Bonds and any such additional parity first lien securities regardless of
the fact that they may be actually issued and delivered at different times.
(c) Payment of Principal and Interest. The Issuer covenants that it
will punctually pay or cause to be paid the principal of and interest on every Bond issued
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hereunder in strict conformity with the terms of the Bonds and this Master Resolution
according to the true intent and meaning hereof and thereof. The principal of and interest
on the Bonds are payable solely from the Net Revenues (except to the extent paid out of
moneys attributable to Bond proceeds or other funds created hereunder or the income from
the temporary investment thereof), which payments are hereby specifically pledged and
assigned to the payment thereof in the manner and to the extent herein specified, and
nothing in the Bonds or this Master Resolution should be considered as pledging any other
funds or assets of the Issuer for the payment of the Bonds except for the Net Revenues
pledged for such purpose hereunder.
(d) Performance of Covenants; Issuer. The Issuer covenants that it
will faithfully perform at all times any and all covenants, undertakings, stipulations and
provisions contained herein, and in any and every Bond executed, authenticated and
delivered hereunder. The Issuer represents that it is duly authorized under the Constitution
of the State to issue the Series 2021 Bonds authorized hereby and to execute this Master
Resolution, that all actions on its part for the issuance of said Bonds and the execution and
delivery of this Master Resolution have been duly and effectively taken, and that said
Bonds in the hands of the Registered Owners thereof are and will be valid and enforceable
obligations of the Issuer according to the import thereof.
(e) List of Bondholders. The Registrar will keep on file at its
principal office a list of the names and addresses of the Registered Owners of all Bonds
which are from time to time registered on the registration books. At reasonable times and
under reasonable regulations established by the Registrar, said list may be inspected and
copied by the Issuer or by the Registered Owners (or a designated representative thereof)
of 10% or more in principal amount of Bonds then Outstanding, such ownership and the
authority of any such designated representative to be evidenced to the reasonable
satisfaction of the Registrar.
(f) Designation of Additional Paying Agents. The Issuer hereby
covenants and agrees to cause the necessary arrangements to be made through the Paying
Agent and to be thereafter continued for the designation of alternate paying agents, if any,
and for the making available of funds hereunder, but only to the extent such funds are made
available to the Issuer from Bond proceeds or other Funds created hereunder or the income
from the temporary investment thereof, for the payment of such of the Bonds as shall be
presented when due at the principal corporate trust office of the Paying Agent, or its
successor in trust hereunder, or at the office of said alternate paying agents.
(g) Tax Exemption of Series 2021 Bonds. The Issuer recognizes
that Section 149(a) of the Code requires bonds to be issued and to remain in fully registered
form in order that interest thereon not to be includible in gross income for purposes of
federal income taxation under laws in force at the time the bonds are delivered. The Series
2021 Bonds issued pursuant to this Master Resolution, the interest on which is excludable
from gross income for federal income tax purposes, are referred to in this Section 7.07 as
“tax exempt Bonds.” Pursuant to the provisions thereof, the Issuer agrees that it will not
take any action to permit tax exempt Bonds issued hereunder to be issued in, or converted
into, bearer or coupon form, unless the Issuer first receives an opinion from nationally
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recognized bond counsel that such action will not result in the interest on any tax-exempt
Bonds becoming includible in gross income for purposes of federal income taxes then in
effect.
The Issuer’s Mayor, City Recorder, and other officers are hereby authorized and
directed to execute such certificates as shall be necessary to establish that the tax exempt
Bonds issued hereunder are not “arbitrage bonds” within the meaning of Section 148 of the
Code and the regulations promulgated or proposed thereunder, including Treasury
Regulation Sections 1.148-1 through 1.148-11, 1.149 and 1.150-1 through 1.150-2 as the
same presently exist, or may from time to time hereafter be amended, supplemented or
revised. The Issuer covenants and certifies to and for the benefit of the Registered Owners
of such tax exempt Bonds that no use will be made of the proceeds of the issue and sale of
such tax exempt Bonds, or any funds or accounts of the Issuer which may be deemed to be
available proceeds of such tax exempt Bonds, pursuant to Section 148 of the Code and
applicable regulations (proposed or promulgated) which use, if it had been reasonably
expected on the date of issuance of such tax exempt Bonds, would have caused the tax
exempt Bonds to be classified as “arbitrage bonds” within the meaning of Section 148 of
the Code. Pursuant to this covenant, the Issuer obligates itself to comply throughout the
term of such tax-exempt Bonds with the requirements of Section 148 of the Code and the
regulations proposed or promulgated thereunder.
The Issuer further covenants and agrees to and for the benefit of the Registered
Owners that the Issuer (i) will not take any action that would cause interest on the tax
exempt Bonds issued hereunder to become includible in gross income for purposes of
federal income taxation, (ii) will not omit to take or cause to be taken, in timely manner,
any action, which omission would cause the interest on the tax exempt Bonds to become
includible in gross income for purposes of federal income taxation, and (iii) will, to the
extent possible, comply with any other requirements of federal tax law applicable to the
tax exempt Bonds in order to preserve the exclusion from gross income for purposes of
federal income taxation of interest on such tax exempt Bonds.
(h) Instruments of Further Assurance. The Issuer, the Registrar and
the Paying Agent mutually covenant that they will, from time to time, each upon the written
request of the other, execute and deliver such further instruments and take or cause to be
taken such further actions as may be reasonable and as may be required by the other to
carry out the purposes hereof; provided, however, that no such instruments or action shall
involve any personal liability of the Paying Agent, Registrar or members of the Council of
the Issuer or any official thereof.
(i) Covenant of State of Utah. In accordance with Section 11-14-
307(3) of the Act, the State of Utah pledges and agrees with the Owners of the Series 2021
Bonds that it will not alter, impair or limit the Revenues in a manner that reduces the
amounts to be rebated to the Issuer which are devoted or pledged herein until the Series
2021 Bonds, together with applicable interest, are fully met and discharged; provided,
however, that nothing shall preclude such alteration, impairment or limitation if and when
adequate provision shall be made by law for the protection of the Owners of the Series
2021 Bonds.
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Section 20.
EVENTS OF DEFAULT; REMEDIES
(a) Events of Default. Each of the following events is hereby
declared an “Event of Default”:
(i) if payment of any installment of interest on any of
the Bonds shall not be made by or on behalf of the Issuer when the
same shall become due and payable, or
(ii) if payment of the principal of or the redemption
premium, if any, on any of the Bonds shall not be made by or on
behalf of the Issuer when the same shall become due and payable,
either at maturity or by proceedings for redemption in advance of
maturity or through failure to fulfill any payment to any fund
hereunder or otherwise; or
(iii) if the Issuer shall for any reason be rendered
incapable of fulfilling its obligations hereunder; or
(iv) if an order or decree shall be entered, with the
consent or acquiescence of the Issuer, appointing a receiver or
custodian for any of the Revenues of the Issuer, or approving a
petition filed against the Issuer seeking reorganization of the Issuer
under the federal bankruptcy laws or any other similar law or statute
of the United States of America or any state thereof, or if any such
order or decree, having been entered without the consent or
acquiescence of the Issuer shall not be vacated or discharged or
stayed on appeal within 30 days after the entry thereof; or
(v) if any proceeding shall be instituted, with the consent
or acquiescence of the Issuer, for the purpose of effecting a
composition between the Issuer and its creditors or for the purpose
of adjusting the claims of such creditors pursuant to any federal or
state statute now or hereafter enacted, if the claims of such creditors
are or may be under any circumstances payable from Revenues; or
(vi) if (i) the Issuer is adjudged insolvent by a court of
competent jurisdiction, or (ii) an order, judgment or decree be
entered by any court of competent jurisdiction appointing, without
the consent of the Issuer, a receiver, trustee or custodian of the Issuer
or of the whole or any part of their property and any of the aforesaid
adjudications, orders, judgments or decrees shall not be vacated or
set aside or stayed within 60 days from the date of entry thereof; or
(vii) if the Issuer shall file a petition or answer seeking
reorganization, relief or any arrangement under the federal
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bankruptcy laws or any other applicable law or statute of the United
States of America or any state thereof; or
(viii) if, under the provisions of any other law for the relief
or aid of debtors, any court of competent jurisdiction shall assume
custody or control of the Issuer or of the whole or any substantial
part of the property of the Issuer, and such custody or control shall
not be terminated within 30 days from the date of assumption of
such custody or control; or
(ix) if the Issuer shall default in the due and punctual
performance of any other of the covenants, conditions, agreements
and provisions contained in the Bonds or herein or on the part of the
Issuer to be performed, other than as set forth above in this Section
9.01, and such Default shall continue for 30 days after written notice
specifying such Event of Default and requiring the same to be
remedied shall have been given to the Issuer by the Registered
Owners of not less than 25% in aggregate principal amount of the
Bonds then Outstanding hereunder.
(b) Remedies; Rights of Registered Owners. Upon the occurrence
of an Event of Default, the Bondholders may pursue any available remedy by suit at law
or in equity to enforce the payment of the principal of, premium, if any, and interest on the
Bonds then Outstanding or to enforce any obligations of the Issuer hereunder, plus
attorneys’ fees.
No remedy by the terms hereof conferred upon or reserved to the Registered
Owners 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 the Registered
Owners hereunder or now or hereafter existing at law or in equity or by statute.
No delay or omission to exercise any right or power accruing upon any Event of
Default shall impair any such right or power or shall be construed to be a waiver of any
Event of Default or acquiescence therein; and every such right and power may be exercised
from time to time and as often as may be deemed expedient.
No waiver of any Event of Default hereunder shall extend to or shall affect any
subsequent Event of Default or shall impair any rights or remedies consequent thereon.
(c) Right of Registered Owners to Direct Proceedings. Anything
herein to the contrary notwithstanding, the Registered Owners of a majority in aggregate
principal amount of the Bonds then Outstanding shall have the right, at any time, to direct
the time, the method and place of conducting all proceedings to be taken in connection
with the enforcement of the terms and conditions hereof, or for the appointment of a
receiver or any other proceedings hereunder; provided, that such direction shall not be
otherwise than in accordance with the provisions of law and of this Master Resolution.
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(d) Application of Moneys. All moneys received by the Paying
Agent pursuant to any right given or action taken under the provisions of this Article IX
shall, after payment of Paying Agent’s fees and expenses of the proceedings resulting in
the collection of such moneys and of the expenses, liabilities and advances incurred or
made by the Paying Agent, be deposited in the Bond Fund and all moneys so deposited in
the Bond Fund shall be applied in the following order:
(i) To the payment of the principal of, premium, if any,
and interest then due and payable on the Bonds as follows:
(1) Unless the principal of all the Bonds shall
have become due and payable, all such moneys shall be
applied:
FIRST—To the payment to the persons entitled thereto of all
installments of interest then due on the Bonds, in the order of the
maturity of the installments of such interest and, if the amount
available shall not be sufficient to pay in full any particular
installment, then to the payment ratably, according to the amounts
due on such installment, to the persons entitled thereto, without any
discrimination or privilege; and
SECOND—To the payment to the persons entitled thereto of the
unpaid principal of and premium, if any, on the Bonds which shall
have become due (other than Bonds called for redemption for the
payment of which moneys are held pursuant to the provisions
hereof), in the order of their due dates, with interest on such Bonds
from the respective dates upon which they become due, and, if the
amount available shall not be sufficient to pay in full Bonds due on
any particular date, together with such interest, then to the payment
ratably, according to the amount of principal due on such date, to
the persons entitled thereto without any discrimination or privilege.
(2) If the principal of all the Bonds shall have
become due and payable, all such moneys shall be applied to
the payment of the principal and interest then due and unpaid
upon the Bonds, without preference or priority of principal
over interest or of interest over principal, or of any
installment of interest over any other installment of interest,
or of any Bond over any other Bond, ratably, according to
the amounts due respectively for principal and interest, to the
persons entitled thereto without any discrimination or
privilege.
Whenever moneys are to be applied pursuant to the provisions of this Section 9.04,
such moneys shall be applied at such times, and from time to time, as the Registered
Owners shall determine, having due regard to the amounts of such moneys available for
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such application and the likelihood of additional moneys becoming available for such
application in the future. Whenever the Registered Owners shall apply such funds, they
shall fix the date (which shall be an interest payment date unless it shall deem another date
more suitable) upon which such application is to be made and upon such date interest on
the amounts of principal paid on such dates shall cease to accrue.
(e) Rights and Remedies of Registered Owners. Except as provided
in the last sentence of this Section 9.05, no Registered Owner of any Bond shall have any
right to institute any suit, action or proceeding in equity or at law for the enforcement hereof
or for the execution of any trust thereof or for the appointment of a receiver or any other
remedy hereunder, unless an Event of Default has occurred. No one or more Registered
Owner of the Bonds shall have any right in any manner whatsoever to affect, disturb or
prejudice the lien hereof by its, his or their action or to enforce any right hereunder except
in the manner herein provided, and that all proceedings at law or in equity shall be
instituted, had and maintained in the manner herein provided and for the equal benefit of
the Registered Owners of all Bonds then Outstanding. Nothing herein contained shall,
however, affect or impair the right of any Registered Owner to enforce the covenants of
the Issuer to pay the principal of, premium, if any, and interest on each of the Bonds issued
hereunder held by such Registered Owner at the time, place, from the source and in the
manner in said Bonds expressed.
(f) Termination of Proceedings. In case one or more Registered
Owner shall have proceeded to enforce any right hereunder by the appointment of a
receiver, or otherwise, and such proceedings shall have been discontinued or abandoned
for any reason, or shall have been determined adversely to the Registered Owner, then and
in every such case the Issuer and the Registered Owner shall be restored to their former
positions and rights hereunder, and all rights, remedies and powers of the Registered Owner
shall continue as if no such proceedings had been taken.
(g) Waivers of Events of Default. The Registered Owners may in
their discretion waive any Event of Default hereunder and its consequences; provided,
however, that there shall not be waived (i) any Event of Default in the payment of the
principal of any Bonds at the date of maturity specified therein, or (ii) any default in the
payment when due of the interest on any such Bonds, unless prior to such waiver or
rescission, all arrears of interest, with interest (to the extent permitted by law) at the rate
borne by the Bonds in respect of which such Event of Default shall have occurred on
overdue installments of interest and all arrears of payments of principal and premium, if
any, when due in connection with such Event of Default shall have been paid or provided
for, and in case of any such waiver or rescission, or in case any proceeding taken by the
Registered Owners on account of any such Event of Default shall have been discontinued
or abandoned or determined adversely, then and in every such case the Issuer and the
Registered Owners shall be restored to their former positions and rights hereunder,
respectively, but no such waiver or rescission shall extend to any subsequent or other Event
of Default, or impair any right consequent thereof.
Section 21.
SUPPLEMENTAL RESOLUTIONS
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(a) Supplemental Resolutions Not Requiring Consent of Registered
Owners. Upon 30 days prior written notice to the Registered Bond Holders, the Issuer
may, without the consent of any of the Registered Owners, enter into a resolution or
resolutions supplemental hereto, as shall not be inconsistent with the terms and provisions
hereof, for any one or more of the following purposes:
(i) To cure any ambiguity or formal defect or omission
herein;
(ii) To grant to or confer upon the Registered Owners
any additional rights, remedies, powers or authority that may
lawfully be granted to or conferred upon the Registered Owners or
any of them;
(iii) To pledge subject to this Master Resolution
additional Revenues or other revenues, properties, collateral or
security; and
(iv) To make any other change hereto which is not
materially prejudicial to the interests of the Registered Owners.
(b) Supplemental Resolutions Requiring Consent of Registered
Owners; Waivers and Consents by Registered Owners. Exclusive of Supplemental
Resolutions covered by Section 10.01 hereof and subject to the terms and provisions
contained in this Section 10.02, and not otherwise, the Registered Owners of 66-2/3% in
aggregate principal amount of the Bonds then Outstanding shall have the right, from time
to time, anything contained herein to the contrary notwithstanding, to (i) consent to and
approve the execution by the Issuer of such other resolution or resolutions supplemental
hereto as shall be deemed necessary and desirable by the Issuer for the purpose of
modifying, altering, amending, adding to or rescinding, in any particular, any of the terms
or provisions contained herein or in any Supplemental Resolution, or (ii) waive or consent
to the taking by the Issuer of any action prohibited, or the omission by the Issuer of the
taking of any action required, by any of the provisions hereof or of any resolution
supplemental hereto; provided, however, that nothing in this Section 10.02 contained 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, or reduction of any premium payable on the redemption of, any Bond, without
the consent of the Registered Owner of such Bond, or (b) a reduction in the amount or
extension of the time of any payment required by any Fund established hereunder
applicable to any Bonds without the consent of the Registered Owners of all the Bonds
which would be affected by the action to be taken, or (c) a reduction in the aforesaid
aggregate principal amount of Bonds, the Registered Owners of which are required to
consent to any such waiver or Supplemental Resolution, or (d) the issuance of Additional
Bonds in accordance with Section 4.08 hereof, or (e) affect the rights of the Registered
Owners of less than all Bonds then outstanding, without the consent of the Registered
Owners of all the Bonds at the time Outstanding which would be affected by the action to
be taken.
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Section 22.
DISCHARGE OF RESOLUTION
If the Issuer shall pay or cause to be paid, or there shall be otherwise paid or
provision for payment made, to or for the Registered Owners of the Bonds, the principal
of and interest due or to become due thereon at the times and in the manner stipulated
therein, and shall pay or cause to be paid to the Paying Agent all sums of moneys due or to
become due according to the provisions hereof, then these presents and the estate and rights
hereby granted shall cease, terminate and be void, whereupon the Issuer shall cancel and
discharge the lien hereof, except moneys or securities held by the Issuer for the payment
of the principal of and interest on the Bonds.
Any Bond shall be deemed to be paid within the meaning of this Article X when
payment of the principal of such Bond, plus interest thereon to the due date thereof
(whether such due date be by reason of maturity or upon redemption as provided herein, or
otherwise), either (a) shall have been made or caused to have been made in accordance
with the terms thereof, or (b) shall have been provided by irrevocably depositing with or
for the benefit of the Registered Owners, in trust and irrevocably setting aside exclusively
for such payment, (i) moneys sufficient to make such payment, or (ii) Government
Obligations, maturing as to principal and interest in such amount and at such times as will
insure the availability of sufficient moneys to make such payment, and all necessary and
proper fees, compensation and expenses of any credit enhancer and any paying agent
pertaining to the Bond with respect to which such deposit is made shall have been paid or
the payment thereof provided for to the satisfaction of the Registered Owners. At such
times as a Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer be
secured by or entitled to the benefits hereof, except for the purposes of any such payment
from such moneys or Government Obligations.
Notwithstanding the foregoing, in the case of Bonds, which by their terms may be
redeemed prior to their stated maturity, no deposit under the immediately preceding
paragraph shall be deemed a payment of such Bonds as aforesaid until the Issuer shall have:
(i) instructed the Paying Agent to call for redemption
pursuant hereto any Bonds to be redeemed prior to maturity pursuant
to Subparagraph (i) above; and
(ii) instructed the Paying Agent to mail, as soon as
practicable, in the manner prescribed by Section 4.05 hereof, a
notice to the Registered Owners of such Bonds that the deposit
required by this Section has been made with the Paying Agent and
that such Bonds are deemed to have been paid in accordance with
this Article X and stating the maturity or redemption date upon
which moneys are to be available for the payment of the principal or
redemption price, if applicable, on said Bonds as specified in
Subparagraph (i) above.
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Any moneys so deposited with the Paying Agent as provided in this Article X may
at the direction of the Issuer also be invested and reinvested in Government Obligations,
maturing in the amounts and times as hereinbefore set forth, and all income from all
Government Obligations in the hands of the Paying Agent pursuant to this Article X which
is not required for the payment of the Bonds and interest thereon with respect to which
such moneys shall have been so deposited, shall be deposited in the Bond Fund as and
when realized and collected for use and application as are other moneys deposited in that
fund; provided, however, that before any excess moneys shall be deposited in the Bond
Fund, the Paying Agent shall first obtain a written verification from a certified public
accountant that the moneys remaining on deposit with the Paying Agent and invested in
Government Obligations after such transfer to the Bond Fund shall be sufficient in amount
to pay principal and interest on the Bonds when due and payable.
Notwithstanding any provision of any other Article hereof which may be contrary
to the provisions of this Article X, all moneys or Government Obligations set aside and
held in trust pursuant to the provisions of this Article X for the payment of Bonds (including
interest thereon) shall be applied to and used solely for the payment of the particular Bonds
(including interest thereon) with respect to which such moneys or Government Obligations
have been so set aside in trust.
Anything in Article IX hereof to the contrary notwithstanding, if moneys or
Government Obligations have been deposited or set aside with the Paying Agent pursuant
to this Article X for the payment of Bonds and such Bonds shall not have in fact been
actually paid in full, no amendment to the provisions of this Article X shall be made without
the consent of the Registered Owner of each Bond affected thereby.
Section 23.
MISCELLANEOUS
(a) Consents, Etc., of Registered Owners. Any consent, request,
direction, approval, objection or other instrument required hereby to be executed by the
Registered Owners may be in any number of concurrent writings of similar tenor and
maybe executed by such Registered Owners in person or by agent appointed in writing.
Proof of the execution of any such consent, request, direction, approval, objection or other
instrument or of the writing appointing any such agent and of the ownership of Bonds, if
made in the following manner, shall be sufficient for any of the purposes hereof, and shall
be conclusive with regard to any action taken under such request or other instrument,
namely, the fact and date of the execution by any person of any such writing may be proved
by the certificate of any officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person signing such writing
acknowledged before him the execution thereof, or by affidavit of any witness to such
execution.
(b) Limitation of Rights. With the exception of rights herein
expressly conferred, nothing expressed or mentioned in or to be implied from this Master
Resolution or the Bonds is intended or shall be construed to give to any person other than
the parties hereto, the Registered Owners of the Bonds, any legal or equitable right, remedy
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or claim under or in respect hereto or any covenants, conditions and provisions herein
contained, this Master Resolution and all of the covenants, conditions and provisions
hereof being intended to be and being for the sole and exclusive benefit of the parties
hereto, the Registered Owners of the Bonds as herein provided.
(c) Severability. If any provision hereof shall be held or deemed to
be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any
jurisdiction or in all jurisdictions, or in all cases because it conflicts with any other
provision or provisions hereof or any constitution or statute or rule of public policy, or for
any other reason, such circumstances shall not have the effect of rendering the provision in
question inoperative or unenforceable in any other case or circumstance, or of rendering
any other provision or provisions herein contained invalid, inoperative, or unenforceable
to any extent whatever.
The invalidity of any one or more phrases, sentences, clauses or Sections herein
contained, shall not affect the remaining portions hereof, or any part thereof.
(d) Maintenance of Proceedings. A certified copy of this Master
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 Master 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 Master 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 on the
Series 2021 Bonds authorized herein or to meet any obligation contained herein concerning
the Series 2021 Bonds.
(e) Defeasance of the Series 2021 Bonds. If the Issuer shall pay or
cause to be paid, or there shall be otherwise paid or provision for payment made to the
Registered Owner of the Series 2021 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 Net
Revenues under this Master 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 2021 Bonds) shall be cancelled and
discharged.
Any Series 2021 Bond shall be deemed to be paid within the meaning of this
Section when payment of the Series 2021 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 2021 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 2021 Bonds).
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4845-4015-9965, v. 1
(f) Sale of Series 2021 Bonds Approved. The sale of the Series
2021 Bonds to the Purchaser, at par, is hereby ratified, confirmed, and approved.
(g) Bondholders not Responsible. The Bondholders shall not be
responsible for any liabilities incurred by the Issuer in the acquisition, construction or use
of the Series 2021 Project.
(h) Bonds Registrar and Paying Agent. The City Recorder is hereby
designated to act as Paying Agent and the Bond Registrar for and in respect to the Series
2021 Bonds.
(i) Notice of Series 2021 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-l-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
March 23, 2021, to receive input with respect to the issuance of the Series 2021 Bonds and
the potential economic impact that the Series 2021 Project will have on the private sector.
(j) 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 Master
Resolution and the documents authorized and approved herein.
(k) Severability. If any section, paragraph, clause, or provision of
this Master 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 Master Resolution. It is hereby declared by
the Governing Body of the Issuer that it is the intention of the Issuer by the adoption of this
Master Resolution to comply in all respects with the provisions of the Act.
(l) Resolutions in Conflict. All resolutions or parts thereof in
conflict with the provisions of this Master Resolution are, to the extent of such conflict,
hereby repealed.
(m) Effective Date of Resolution. This Master Resolution shall take
effect immediately upon its approval and adoption.
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4845-4015-9965, v. 1
(SEAL)
By:
Mayor
ATTEST:
By:
City Recorder
B-1
EXHIBIT A
FORM OF BONDS
UNITED STATES OF AMERICA
STATE OF UTAH
CITY OF MOAB
WASTEWATER AND WATER REVENUE BOND, SERIES 2021
Number R - __ $______
Interest Rate Maturity Date Dated Date
Registered Owner: ___________________________________________.
Principal Amount: ______________________________________________NO/100
DOLLARS*************************************************
The City of Moab, Utah (“Issuer”), a political subdivision and body politic duly
organized and existing under the Constitution and laws of the State of Utah, for value
received, hereby acknowledges itself to be indebted and promises to pay to the Registered
Owner named above or registered assigns, out of the special fund hereinbelow designated
and not otherwise, the Principal Amount specified above on the Maturity Date specified
above with interest thereon until paid at the Interest Rate specified above per annum,
payable semiannually on __________ and __________ of each year commencing
__________, 2021 (each an “Interest Payment Date”), until said Principal Amount is paid.
Principal and premium, if any, shall be payable upon surrender of this Bond at the
designated offices of the City Recorder, as Paying Agent or its successors. Interest on this
Bond shall be payable by check or draft mailed to the Registered Owner hereof at his
address as it appears on the registration books of the Paying Agent, who shall also act as
the Registrar for the Issuer, or at such other address as is furnished to the Paying Agent in
writing by such Registered Owner. Interest hereon shall be deemed to be paid by the
Paying Agent when mailed. Both principal and interest shall be payable in lawful money
of the United States of America.
This Bond is one of an issue of Bonds of the Issuer designated as the “Wastewater
and Water Revenue Bonds, Series 2021” (the “Series 2021 Bonds”) in the aggregate
principal amount of $_________, of like tenor and effect, except as to date of maturity and
interest rate, numbered R-1 and upwards, issued by the Issuer pursuant to a Master
Resolution dated as of September 1, 2018 (the “2018 Master Resolution”) and a
Supplemental Master Resolution dated as of _________, 2021 (the “Supplemental Master
Resolution” and together with the 2018 Master Resolution, the “Master Resolution”),
approved by resolution adopted on February 23, 2021 (the “Bond Resolution”), for the
purpose of providing funds to (a)finance all or a portion of the costs of improvements to
A-2
4845-4015-9965, v. 1
its wastewater and water systems (together, the “System”), including but not limited to, the
construction of a well and a water storage tank, water line improvements and all related
improvements (the “Series 2021 Project”) and pay costs of issuance with respect to the
Series 2021 Bonds, all in full conformity with the Constitution and laws of the State of
Utah.
All payments shall be made in any coin or currency which on the date of payment
is legal tender for the payment of debts due the United States of America. All payments
shall be applied first to interest and then to principal.
Both principal of and interest on this Bond and the issue of which it is a part are
payable solely from a special fund designated “City of Moab, Utah Wastewater and Water
Revenue Bond Fund” (the “Bond Fund”), into which fund, to the extent necessary to assure
prompt payment of the principal of and interest on the issue of which this is one and on all
series of bonds issued on a lien parity with this Bond shall be paid the Net Revenues as
defined in and more fully described and provided in the Master Resolution.
The Series 2021 Bonds shall be payable only from the Net Revenues and shall not
constitute a general indebtedness or pledge of the full faith and credit of the Issuer, within
the meaning of any constitutional or statutory provision or limitation of indebtedness.
This Series 2021 Bond is issued under and pursuant to the Local Government
Bonding Act, Title 11, Chapter 14, Utah Code Annotated 1953, and this Series 2021 Bonds
does not constitute a general obligation indebtedness of the Issuer within the meaning of
any state constitutional or statutory limitation. The issuance of the Series 2021 Bonds shall
not, directly, indirectly or contingently, obligate the Issuer or any agency, instrumentality
or political subdivision thereof to levy any form of ad valorem taxation therefor or to make
any appropriation for their payment.
The Issuer covenants and agrees that, within the limits provided by law, it will cause
to be collected and accounted for sufficient Net Revenues as defined in the Master
Resolution as will at all times be sufficient to pay promptly the principal of and interest on
this Series 2021 Bonds and the issue of which it forms a part and to make all payments
required to be made into the Bond Fund, and to carry out all the requirements of the Master
Resolution.
It is hereby declared and represented that all acts, conditions and things required to
exist, happen and be performed precedent to and in the issuance of this Series 2021 Bonds
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 Series 2021 Bonds, together with the
issue of which it forms a part, does not exceed any limitation prescribed by the Constitution
or statutes of the State of Utah, that the Net Revenues of the Issuer 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 the principal of and interest on this Series 2021 Bonds and the issue
of which it forms a part, as authorized for issue under the Master Resolution, and that the
Net Revenues of the Issuer are not pledged, hypothecated or anticipated in any way other
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4845-4015-9965, v. 1
than by the issue of the Bonds of which this Series 2021 Bonds is one and all bonds issued
on a parity with this Series 2021 Bonds.
The Series 2021 Bonds shall be subject to redemption prior to maturity upon the
terms and notice described in the Master Resolution.
The issuance of this Bond shall not, directly, indirectly, or contingently, obligate
the Issuer or any agency, instrumentality or political subdivision thereof to levy any form
of taxation therefor or to make any appropriation for its payment.
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4845-4015-9965, v. 1
IN TESTIMONY WHEREOF, the Issuer has caused this Bond to be signed by its
Mayor and countersigned by its City Recorder under the corporate seal of said Issuer this
_____________, _____.
(SEAL)
By: (Do Not Sign)
Mayor
COUNTERSIGN:
By: (Do Not Sign)
City Recorder
EXHIBIT C
BOND PURCHASE AGREEMENT
CITY OF MOAB, UTAH
$________
WASTEWATER AND WATER REVENUE BONDS
SERIES 2021
____________, 2021
City of Moab, Utah
217 East Center
Moab, Utah 84532
The undersigned, ______________ (the “Purchaser”), offers to purchase from the
City of Moab, Utah (the “Issuer”), $___________ in aggregate principal amount of
Wastewater and Water Revenue Bonds, Series 2021 (the “Bonds”) issued under a Master
Resolution, dated as of September 1, 2018, as supplemented by a Supplemental Master
Resolution dated as of _________, 2021 (together, the “Master Resolution”) with delivery
and payment at the offices of Gilmore & Bell, P.C. in Salt Lake City, Utah, based upon the
covenants, representations, and warranties set forth below.
• Upon the terms and conditions and upon the basis of the representations set forth
herein, the Purchaser hereby agrees to purchase from the Issuer, and the Issuer
hereby agrees to sell and deliver to the Purchaser, the Bonds. Exhibit 1, which is
hereby incorporated by reference into this Bond Purchase Agreement (the
“Purchase Agreement”), contains a brief description of the Bonds, the manner of
their issuance, the purchase price to be paid for, and the expected date of delivery
and payment.
• You represent and covenant to the Purchaser that (a) you have as of the closing of
the Bonds on the date hereof (the “Closing”), the power and authority to enter into
and perform this Purchase Agreement and the Master Resolution; (b) to adopt the
Resolution dated February 23, 2021 (the “Resolution”) that authorized the delivery
and sale of the Bonds to the Purchaser pursuant to the terms and conditions set forth
in this Purchase Agreement and the Master Resolution; (c) this Purchase
Agreement, the Master Resolution and the Bonds do not and will not conflict with
or create a breach or default under any existing law, regulation, order, or agreement
to which the Issuer is subject; (d) no governmental approval or authorization other
than the Resolution is required in connection with the sale of the Bonds to the
Purchaser; (e) this Purchase Agreement, the Master Resolution and the Bonds are
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4845-4015-9965, v. 1
legal, valid, and binding obligations of the Issuer enforceable in accordance with
their respective terms, subject only to applicable bankruptcy, insolvency, or other
similar laws generally affecting creditors’ rights; and (f) there is no action, suit,
proceeding, inquiry, or investigation, at law or in equity, before or by any court,
public board, or body, pending or, to the knowledge of the Issuer, threatened against
or affecting the Issuer or affecting the corporate existence of the Issuer or the titles
of its officers to their respective offices or seeking to prohibit, restrain, or enjoin
the sale, issuance, or delivery of the Bonds or in any way contesting or affecting
the transactions contemplated hereby or the validity or enforceability of the Bonds,
the Resolution, the Master Resolution or this Purchase Agreement, or contesting
the powers of the Issuer or any authority for the issuance, sale and delivery of the
Bonds (as such term is defined in the Master Resolution), the adoption of the
Resolution, the execution and delivery of the Master Resolution and this Purchase
Agreement or the Bonds or the Issuer’s legal right, power and authority to collect,
receive and pledge the Net Revenues or Pledge Revenues (as such terms are defined
in the Master Resolution).
• As conditions to the Purchaser’s obligations hereunder:
• From June 30, 2020 to the date of Closing, there shall not have been any (i) material
adverse change in the financial condition or general affairs of the Issuer; (ii) event,
court decision, proposed law, or rule which may have the effect of changing the
federal income tax incidents of the Issuer or the owner of the Bonds or the interest
thereon or the transactions contemplated by this Purchase Agreement; or (iii)
international or national crisis, suspension of stock exchange trading, or banking
moratorium materially affecting, in the Purchaser’s reasonable opinion, the market
price of the Bonds.
• At the Closing, the Issuer will deliver or make available to the Purchaser:
• The Bonds, in definitive form and the Master Resolution duly executed;
• A certificate from authorized officers of the Issuer, in form and substance
acceptable to the Purchaser, to the effect that the representations and
information of the Issuer contained in this Purchase Agreement are true and
correct when made and as of the Closing;
• The approving opinion of the Issuer’s counsel, satisfactory to the Purchaser
and Bond Counsel;
• The approving opinion of Gilmore & Bell, P.C., Bond Counsel, in standard
form dated the date of Closing, relating to the legality and validity of the
Bonds and the excludability of interest on the Bonds from gross income of
the holders thereof for federal income tax purposes; and
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4845-4015-9965, v. 1
• Such additional certificates, instruments, and other documents as the
Purchaser may deem necessary with respect to the issuance and sale of the
Bonds, all in form and substance satisfactory to the Purchaser.
• The Issuer will pay the cost of the fees and disbursements of counsel to the Issuer,
counsel to the Purchaser (in an amount up to $_____) and Bond Counsel.
• This Purchase Agreement is intended to benefit only the parties hereto, and the
Issuer’s representations and warranties shall survive any investigation made by or
for the Purchaser, delivery, and payment for the Bonds, and the termination of this
Purchase Agreement.
• The Purchaser hereby represents that they are acquiring the Bonds for their own
account, and not with a view to, or for sale in connection with, any distribution of
the Bonds or any part thereof. The Purchaser has not offered to sell, solicited offers
to buy, or agreed to sell the Bonds or any part thereof, and has no present intention
of reselling or otherwise disposing of the Bonds.
• The Bonds will not be (i) assigned a specific rating by any rating agency, (ii)
registered with The Depository Trust Company or any other securities depository,
(iii) issued pursuant to any type of official statement, private placement
memorandum or other offering document, or (iv) assigned a CUSIP number by
Standard & Poor’s CUSIP Service.
• The Issuer acknowledges and agrees that (i) the purchase of the Bonds pursuant to
this Purchase Agreement is an arm’s-length commercial transaction between the
Issuer and the Purchaser, (ii) in connection with such transaction, the Purchaser is
acting solely as a principal and not as an agent or a fiduciary of the Issuer, (iii) the
Purchaser has not assumed (individually or collectively) an advisory or fiduciary
responsibility in favor of the Issuer with respect to the Bonds, (iv) the Purchaser
has financial and other interests that differ from those of the Issuer, and (v) the
Issuer has consulted with its own legal and financial advisors to the extent it deemed
appropriate in connection with the Bonds.
S-1
Sincerely,
______________________
By:
Its: ________________________________
ACCEPTED ON BEHALF OF:
CITY OF MOAB, UTAH
By:
Mayor
ATTEST AND COUNTERSIGN:
By:
City Recorder
C-1
EXHIBIT 1
DESCRIPTION OF BONDS
1. Par Amount: $____
2. Purchase Price: $____
3. Purchaser’s Counsel Fee: $____
4. Accrued Interest: $-0-
5. Interest Payment Date: _____ and _______, beginning _________
6. Dated Date: Closing Date
7. Form: Registered Bonds
8. Closing Date: __________, 2021
9. Redemption: [The Bonds are subject to optional redemption as set forth in the
Master Resolution.]
10. Bank Designation: [Bonds are Bank Qualified]
11. Mandatory Sinking Fund Schedule:
Mandatory Sinking Fund Date
(___________)
Principal
Amount
___________________
*Final Maturity Date
2021 Culinary Water Bond Project List
2-17-2021
1. Well #12
Under existing conditions, the City has an estimated surplus capacity of 19
gallons per minute (gpm) during peak day conditions with all sources in
operation. However, in order for the City to have source redundancy such that no
single drinking water source is indispensable, about 1,500 gpm of additional
source capacity is needed.
Under 2060 conditions, a source deficiency of 1,930 gpm is projected.
This project includes siting of new well location, design of the well and well
equipment including pumps, plumbing, well house and communications
equipment. The project will also require limited engineering construction services.
Cost Estimate: $2,265,000
2. Mill Creek Drive Waterline Improvements
Install 2,600 feet of 10-inch pipe and 2,700 feet of 12-inch pipe along Mill Creek
Drive between Powerhouse Lane and 400 East. This includes connecting to
Murphy Lane and Powerhouse Lane lines. The project costs include construction
and limited engineering construction services.
Cost Estimate: $1,971,530
3. Optimize and Secure Existing Facilities
The City owns multiple spring and well houses, and chlorination facilities. Many
of these facilities need major overhaul and upgrades. These facilities also need
security improvements which will be funded as part of this project.
Cost Estimate: $1,000,000
4. Construct New 2.2 Million Gallon (MG) Water Storage Tank
The City currently has three 1.0 MG water storage tanks. Based on the recently
completed Culinary Water Master Plan the City needs an additional storage tank
to effectively provide fire flows and handle future growth in the City. This funding
is anticipated to be the local cost share for a future CIB grant/loan.
Cost Estimate: $1,163,470
Total Cost Estimate: $6,400,000
1
Moab City Council Agenda Item
Meeting Date: February 23, 2021
Title: Consideration for Adoption of a Resolution No. 04-2021 of the City Council of the
City of Moab, Utah, Authorizing the Issuance and Sale of not more than $6,500,000
Aggregate Principal Amount of Sales Tax Revenue Bonds, Series 2021; And All Related
Matters
Disposition: Discussion and possible action
Staff Presenter: Kaitlin Myers (Senior Project Manager) and Alex Buxton (of Zions
Bank)
Attachments:
- Resolution No. 04-2021
- Walnut Lane STRB Budget
Recommended Motion: “I move to adopt Resolution No. 04-2021 of the City Council
of the City of Moab, Utah, authorizing the issuance and sale of not more than
$6,500,000 aggregate principal amount of Sales Tax Revenue Bonds, Series 2021; and
all related matters.”
Background/Summary:
The City of Moab is currently redeveloping a trailer park located at 250 & 280 Walnut
Lane into an 80-unit multifamily development, which will be built in three phases.
Staff has met with Zions Bank and prepared this parameters resolution that establishes
a not-to-exceed amount of $6.5 million for the bond. Attached is pro forma for phases
one and two of the redevelopment, with a cost estimate of approximately $6.4 million.
The City currently has $1.4 million remaining in the WAHO fund, which will help to
offset current land costs, property management, and any substantial increases in
redevelopment costs due to COVID-19. Staff plans to obtain a construction loan and
identify additional funding sources as later phases are developed and will provide more
information to Council as the project unfolds.
Alex Buxton with Zions Bank will be available at the meeting to answer any financial
questions from Council.
Moab, Utah
February 23, 2021
The City Council (the “Council”) of the City of Moab, Utah, (the “Issuer”) met in
regular public session at the regular meeting place of the Council in Moab, Utah, on
Tuesday, February 23, 2021, 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:
Sommar Johnson City Recorder
Absent:
After the meeting had been duly called to order and after other matters not pertinent
to this resolution had been discussed, there was presented to the Council a Certificate of
Compliance with Open Meeting Law with respect to this February 23, 2021, 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 _____________ and seconded by
Councilmember ____________, was adopted by the following vote:
AYE:
NAY:
The resolution is as follows:
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4826-2656-4828, v. 1
RESOLUTION NO. 04-2021
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOAB,
UTAH (THE “ISSUER”), AUTHORIZING THE ISSUANCE AND SALE
OF NOT MORE THAN $6,500,000 AGGREGATE PRINCIPAL
AMOUNT OF SALES TAX REVENUE BONDS, SERIES 2021 (THE
“SERIES 2021 BONDS”); FIXING THE MAXIMUM AGGREGATE
PRINCIPAL AMOUNT OF THE SERIES 2021 BONDS, THE
MAXIMUM NUMBER OF YEARS OVER WHICH THE SERIES 2021
BONDS MAY MATURE, THE MAXIMUM INTEREST RATE WHICH
THE SERIES 2021 BONDS MAY BEAR, AND THE MAXIMUM
DISCOUNT FROM PAR AT WHICH THE SERIES 2021 BONDS MAY
BE SOLD; DELEGATING TO CERTAIN OFFICERS OF THE ISSUER
THE AUTHORITY TO APPROVE THE FINAL TERMS AND
PROVISIONS OF THE SERIES 2021 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 MASTER
RESOLUTION, A BOND PURCHASE AGREEMENT, 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 City of Moab, Utah (the
“Issuer”) desires to (a) finance all or a portion of the cost of the construction of an
affordable multi-family housing complex and all related improvements (the “Series 2021
Project”), (b) fund any necessary debt service reserve funds, and (c) pay costs of issuance
with respect to the Series 2021 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 2021 (the “Series 2021 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 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 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
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
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4826-2656-4828, v. 1
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 2021 Bonds, including a notice
of bonds to be issued, in compliance with the Act; and
WHEREAS, the Issuer desires to approve and authorize a Bond Purchase
Agreement (the “Bond Purchase Agreement”), in substantially the form attached hereto as
Exhibit C, to be entered into between the Issuer and underwriter or purchaser (the
“Purchaser”) selected by the Issuer for the Series 2021 Bonds; and
WHEREAS, in order to allow the Issuer flexibility in setting the pricing date of the
Series 2021 Bonds to optimize debt service costs to the Issuer, the Council desires to grant
to any one of the [Mayor or Mayor pro tem (together, the “Mayor”) or 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 2021 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 BE IT RESOLVED by the City Council of the City of Moab,
Utah, as follows:
Section 1. For the purpose of (a) financing the Series 2021 Project, (b) funding
a deposit to a debt service reserve fund, if necessary, and (c) paying costs of issuance of
the Series 2021 Bonds, the Issuer hereby authorizes the issuance of the Series 2021 Bonds
which shall be designated “City of Moab, Utah Sales Tax Revenue Bonds, Series 2021”
(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 $6,500,000. The Series 2021 Bonds shall mature in not more than twenty
(20) 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 (3.0%) 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 select the
Purchaser and 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 2021 Bonds for and on behalf of the Issuer, provided that such terms are within
the Parameters set by this Resolution. The selection of the method of sale, the selection of
the Purchaser, and the determination of the final terms and redemption provisions for the
Series 2021 Bonds by the Designated Officers shall be evidenced by the execution of the
Bond Purchase Agreement in substantially the form attached hereto as Exhibit C, or a term
sheet if the selected Purchaser prefers.
Section 3. The Master Resolution and the Bond Purchase Agreement in
substantially the forms presented to this meeting and attached hereto as Exhibits B and C,
respectively, are hereby authorized, approved, and confirmed. The Mayor and City
Recorder are hereby authorized to execute and deliver the Master Resolution and the Bond
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4826-2656-4828, v. 1
Purchase Agreement in substantially the forms and with substantially the content as the
forms 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 4 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
Series 2021 Bonds, the Bond Purchase Agreement, or any other document herein
authorized and approved which may be necessary to conform the same to the final terms
of the Series 2021 Bonds (within the Parameters set by this Resolution), to conform to any
applicable bond insurance or reserve instrument or to remove the same, 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. The execution thereof by the Mayor on behalf of the Issuer of the documents
approved hereby shall conclusively establish such necessity, appropriateness, and approval
with respect to all such additions, modifications, deletions, and changes incorporated
therein.
Section 5. The form, terms, and provisions of the Series 2021 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 2021 Bonds
and to deliver or provide for the delivery of said Series 2021 Bonds to the Purchaser. The
signatures of the Mayor and the City Recorder may be by facsimile or manual execution.
Section 6. Upon their issuance, the Series 2021 Bonds will constitute special
limited obligations of the Issuer payable solely from and to the extent of the sources set
forth in the Series 2021 Bonds and the Master Resolution. No provision of this Resolution,
the Master Resolution, the Series 2021 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 ad valorem taxing powers.
Section 7. 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 8. After the Series 2021 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 2021 Bonds are deemed to have
been duly discharged in accordance with the terms and provisions of the Master Resolution.
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4826-2656-4828, v. 1
Section 9. The Issuer shall hold a public hearing on March 23, 2021 to receive
input from the public with respect to (a) the issuance of the Series 2021 Bonds issued under
the Act, and (b) the potential economic impact that the improvements to be financed with
the proceeds of the Series 2021 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
(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 Issuer’s 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:
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4826-2656-4828, v. 1
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 February 23, 2021, 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 2021 (the “Series 2021 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.
TIME, PLACE, LOCATION AND PURPOSE OF PUBLIC HEARING
The Issuer shall hold a public hearing on March 23, 2021, at the hour of 7:00 p.m.
at 217 East Center Street, Moab, Utah. The purpose of the hearing is to receive input from
the public with respect to (a) the issuance of the Series 2021 Bonds and (b) any potential
economic impact that the project to be financed with proceeds of the Series 2021 Bonds
may have on the private sector. All members of the public are invited to attend and
participate.
PURPOSE FOR ISSUING THE SERIES 2021 BONDS
The Series 2021 Bonds will be issued for the purpose of (a) financing all or a portion
of the cost of construction of an affordable multi-family housing complex, and all related
improvements (the “Series 2021 Project”), (b) funding any debt service reserve funds, as
necessary, and (c) paying costs of issuance of the Series 2021 Bonds.
PARAMETERS OF THE SERIES 2021 BONDS
The Issuer intends to issue the Series 2021 Bonds in the aggregate principal amount
of not more than Six Million Five Hundred Thousand Dollars ($6,500,000), to mature in
not more than twenty (20) 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 (3.0%) per annum. The Series 2021 Bonds are to
be issued and sold by the Issuer pursuant to the Resolution, including as part of said
Resolution, a Master Resolution (the “Master Resolution”) which were 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 2021 Bonds will not exceed the maximums set forth
above. The Issuer reserves the right to not issue the Series 2021 Bonds for any reason and
at any time up to the issuance of the Series 2021 Bonds.
REVENUES PROPOSED TO BE PLEDGED
The Issuer proposes to pledge 100% of the local sales and use tax revenues received
by the Issuer pursuant to the Local Sales and Use Tax Act, Title 59, Chapter 12, Part 2 of
the Utah Code for the payment of the Series 2021 Bonds (the “Revenues”).
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4826-2656-4828, v. 1
OUTSTANDING BONDS SECURED BY PLEDGED TAXES
The Issuer currently has $3,739,000 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:
https://reporting.auditor.utah.gov/searchreport. For additional information, including any
information more recent than as of the date of the Financial Report, please contact Joel
Linares, City Manager at (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 2021 Bonds, if held until maturity, is
$7,424,032.
A copy of the Resolution and the form of the Master Resolution are on file in the
office of the Moab City Recorder, 217 East Center Street, 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
(as it pertains to the Series 2021 Bonds), or the Series 2021 Bonds, or any provision made
for the security and payment of the Series 2021 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 2021 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
2021 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 2021
Bonds without an election.
DATED this February 23, 2021.
/s/Sommar Johnson
City Recorder
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Section 10. The Issuer hereby reserves the right to opt not to issue the Series
2021 Bonds for any reason, including without limitation, consideration of the opinions
expressed at the public hearing.
Section 11. 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 12. 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 2021 Project. The Series 2021 Bonds are to be issued, and the reimbursements
made, by the later of 18-months after the payment of the costs or after the Series 2021
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 2021 Bonds
which will be issued to finance the reimbursed costs of the Series 2021 Project is not
expected to exceed $6,500,000.
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APPROVED AND ADOPTED this February 23, 2021.
(SEAL)
By:_________________________________
Mayor
ATTEST:
By:
City Recorder
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(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:_________________________________
Mayor
ATTEST:
By:
City Recorder
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4826-2656-4828, v. 1
STATE OF UTAH )
: ss.
COUNTY OF GRAND )
I, Sommar Johnson, 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 February 23,
2021, 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 February 23, 2021, 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 February 23, 2021.
(SEAL)
By:
City Recorder
A-1
EXHIBIT A
CERTIFICATE OF COMPLIANCE WITH
OPEN MEETING LAW
I, Sommar Johnson, 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 February 23, 2021,
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 February ___, 2021, 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 February ___, 2021, 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 2021 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 _______________, at the principal office of the City Council, (b) provided to at
least one newspaper of general circulation within the City on _______________, 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
February 23, 2021.
(SEAL)
By:
City Recorder
A-2
4826-2656-4828, v. 1
SCHEDULE 1
NOTICE OF MEETING
A-3
4826-2656-4828, v. 1
SCHEDULE 2
ANNUAL MEETING SCHEDULE
A-4
4826-2656-4828, v. 1
(attach Proof of Publication of
Notice of Public Hearing and Bonds to be Issued)
EXHIBIT B
SUPPLEMENTAL MASTER RESOLUTION
OF
CITY OF MOAB, UTAH
AS ISSUER
DATED AS OF
___________, 2021
i
Table of Contents
ARTICLE I. DEFINITIONS 1
Section 1.01Definitions 1
Section 1.02Master Resolution to Constitute Contract 5
Section 1.03Construction. 5
ARTICLE II. ISSUANCE OF SERIES 2021 BONDS 5
Section 2.01Principal Amount, Designation, Series, and Interest Rate 6
Section 2.02Date and Maturities 6
Section 2.03Optional Redemption and Redemption Prices. 6
Section 2.04Execution and Delivery of the Series 2021 Bonds 7
ARTICLE III. SERIES 2021 BOND PROVISIONS 7
Section 3.01Execution; Limited Obligation. 7
Section 3.02Authentication and Delivery of Series 2021 Bonds. 7
Section 3.03Mutilated, Lost, Stolen or Destroyed Bonds. 8
Section 3.04Registration of Bonds; Persons Treated as Owners. 9
Section 3.05Notice of Redemption. 10
Section 3.06Cancellation. 10
Section 3.07Nonpresentation of Bonds. 10
Section 3.08Issuance of Additional Bonds. 11
Section 3.09Sale of Bonds; Authorization of Agreements. 12
ARTICLE IV. CREATION OF FUNDS AND ACCOUNTS 12
Section 4.01Creation of Revenue Fund. 12
Section 4.02Creation of Bond Fund. 12
Section 4.03Creation of Series 2021 Debt Service Reserve Fund. Error! Bookmark
not defined.
ARTICLE V. USE OF FUNDS 12
Section 5.01Use of Revenue Fund. 12
Section 5.02Use of Bond Fund. 13
Section 5.03Investment of Funds. 14
ARTICLE VI. APPLICATION OF PROCEEDS 14
Section 6.01Transfer of Fund and Application of Proceeds of the Series 2021 Bonds.
14
Section 6.02Debt Service Reserve Requirement. 14
ARTICLE VII. GENERAL COVENANTS 15
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4826-2656-4828, v. 1
Section 7.01General Covenants 15
Section 7.02First Lien Bonds; Equality of Liens. 15
Section 7.03Payment of Principal and Interest. 16
Section 7.04Performance of Covenants; Issuer. 16
Section 7.05List of Bondholders. 16
Section 7.06Designation of Additional Paying Agents. 16
Section 7.07Tax Exemption of Series 2021 Bonds. 16
Section 7.08Instruments of Further Assurance. 17
Section 7.09Covenant of State of Utah. 18
ARTICLE VIII. EVENTS OF DEFAULT; REMEDIES 18
Section 8.01Events of Default. 18
Section 8.02Remedies; Rights of Registered Owners. 19
Section 8.03Right of Registered Owners to Direct Proceedings. 20
Section 8.04Application of Moneys. 20
Section 8.05Rights and Remedies of Registered Owners. 21
Section 8.06Termination of Proceedings. 21
Section 8.07Waivers of Events of Default. 21
ARTICLE IX. SUPPLEMENTAL RESOLUTIONS 22
Section 9.01Supplemental Resolutions Not Requiring Consent of Registered Owners.
22
Section 9.02Supplemental Resolutions Requiring Consent of Registered Owners;
Waivers and Consents by Registered Owners. 22
ARTICLE X. DISCHARGE OF RESOLUTION 23
ARTICLE XI. MISCELLANEOUS 24
Section 11.01 Consents, Etc., of Registered Owners. 24
Section 11.02 Limitation of Rights. 25
Section 11.03 Severability. 25
Section 11.04 Maintenance of Proceedings. 25
Section 11.05 Defeasance of the Series 2021 Bonds. 25
Section 11.06 Sale of Series 2021 Bonds Approved. 26
Section 11.07 Bondholders not Responsible. 26
Section 11.08 Bonds Registrar and Paying Agent. 26
Section 11.09 Notice of Series 2021 Bonds to be Issued. 26
Section 11.10 Additional Certificates, Documents, and Other Papers. 26
Section 11.11 Severability. 26
iii
4826-2656-4828, v. 1
Section 11.12 Resolutions in Conflict. 27
Section 11.13 Effective Date of Resolution. 27
EXHIBIT A FORM OF BONDS 1
EXHIBIT B- Error! Bookmark not defined.FORM OF BOND PURCHASE
AGREEMENT Error! Bookmark not defined.
SUPPLEMENTAL MASTER RESOLUTION
WHEREAS, the Local Government Bonding Act, Title 11, Chapter 14, Utah Code
Annotated 1953, as amended and the Utah Refunding Bond Act, Title 11, Chapter 27, Utah
Code Annotated 1953, as amended (together, the “Act”), authorizes the issuance of non-
voted sales tax revenue bonds payable solely from the sales tax revenues of cities, towns
or counties, levied and collected by the said government entity or levied by the State of
Utah and rebated pursuant to law; and
WHEREAS, the 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”); its Taxable Sales Tax Revenue Bonds, Series 2009 pursuant to a bond
resolution dated as of August 11, 2009 (the “2009 Bond Resolution”) and its Sales Tax
Revenue Bonds, Series 2018 pursuant to a master resolution dated as of October 1, 2018
(the “2018 Master Resolution” and collectively with the 2003 Bond Resolution and the
2009 Bond Resolution, the “Prior Master Resolution”); and
WHEREAS, the Issuer desires to (a) finance all or a portion of the cost of
construction of an affordable multi-family housing complex and all related improvements
(collectively, the “Series 2021 Project”) and (b) pay costs of issuance with respect to the
Series 2021 Bonds, through the issuance of Sales Tax Revenue Bonds, Series 2021 (the
“Series 2021 Bonds”) in an aggregate principal amount of $_________; pursuant to the
Prior Master Resolution and this Supplemental Master Resolution dated as of _________,
2021 (the “Supplemental Master Resolution” and together with the Prior Master
Resolution, the “Master Resolution”); and
WHEREAS, based upon the information available to the Issuer, the sale and use
tax revenues received by the Issuer pursuant the Local Sales and Use Tax Act, Title 59,
Chapter 12, Part 2 of the Utah Code. 1953, as amended (the “Revenues”), will be sufficient
to pay the debt service on the Series 2021 Bonds, and the Series 2021 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 2021 Bonds will be issued; and
WHEREAS, ___________ (the “Purchaser”) has offered to purchase the Series
2021 Bonds at par in the total principal amount of $_______; and
WHEREAS, the Issuer desires to accept the offer of the Purchaser and to confirm
the sale of the Series 2021 Bonds to the Purchaser;
NOW, THEREFORE, it is hereby resolved by the City Council of the City of Moab,
Utah, as follows:
Section 13.
DEFINITIONS
(a) Definitions. As used in this Master Resolution, the following
terms shall have the following meanings unless the context otherwise clearly indicates:
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4826-2656-4828, v. 1
“Act” means, collectively, 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 2021 Bonds or other forms of indebtedness, including the Parity
Bonds, issued on a parity with the Series 2021 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 2021 Bonds will remain outstanding.
“Bonds” means the Series 2021 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.
“Code” means the Internal Revenue Code of 1986, as amended.
“Dated Date” means the initial delivery date of the Series 2021 Bonds.
“Debt Service Reserve Requirement” means $[0].
“Default” and “Event of Default” mean, with respect to any default or event of
default under this Master Resolution, any occurrence or event specified in and defined by
Section 9.01 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.
“Direct Obligations” means (a) cash, (b) Government Obligations, and (c) money
market funds registered under the Federal Investment Company Act of 1940, whose shares
are registered under the Federal Securities Act of 1933, and having a rating by S&P of
AAAm-G, AAAm, or AA-m and if rated by Moody’s rated Aaa, Aa1 or Aa2.
“Fully Registered Bond” means any single Fully Registered Bond in the
denomination(s) equal to the aggregate principal amount of the applicable Series 2021
Bonds authorized herein.
“Governing Body” means the City Council of the Issuer.
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4826-2656-4828, v. 1
“Fully Registered Bond” means any single Fully Registered Bond in the
denomination(s) equal to the aggregate principal amount of the applicable Series 2021
Bonds authorized herein.
“Interest Payment Dates” means each ________ and ________ beginning _______,
2021.
“Master Resolution” means the Prior Master Resolution and this Supplemental
Master Resolution dated as of ________, 2021.
“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 the bonds issued on a parity with the Series 2021 Bonds
pursuant to the Master Resolution, including the Issuer’s Series 2003 Bonds, Series 2009
Bonds and Series 2018 Bonds.
“Purchaser” means ___________________.
“Qualified Investments” means any of the following securities:
Direct Obligations;
(i) Obligations of any of the following federal agencies
which obligations represent full faith and credit obligations of the
United States of America: the Export-Import Bank of the United
States; the Government National Mortgage Association; the Federal
Financing Bank; the Farmer’s Home Administration; the Federal
Housing Administration; the Maritime Administration: General
Services Administration, Small Business Administration; or the
Department of Housing and Urban Development (PHA’s);
(ii) Money market funds rated “AAAm” or “AAAm-G” or
better by S&P;
(iii) Commercial paper which is rated at the time of
purchase in the single highest classification, P-1 by Moody’s or A-1+
by S&P, and which matures not more than 270 days after the date of
purchase;
(iv) Bonds, notes or other evidences or indebtedness rated
“AAA” by S&P and “Aaa” by Moody’s issued by the Federal
National Mortgage Association or the Federal Home Loan Mortgage
Corporation with remaining maturities not exceeding three years;
(v) U.S. dollar denominated deposit accounts, federal
4
4826-2656-4828, v. 1
funds and banker’s acceptances with domestic commercial banks
which have a rating on their short-term certificates of deposit on the
date or purchase of “A-1” or “A-1+” by S&P and “P-1” by Moody’s
and maturing no more than 360 days after the date or purchase (ratings
on holding companies are not considered as the rating of the bank);
(vi) the fund held by the Treasurer for the State of Utah and
commonly known as the Utah State Public Treasurer’s Investment
Fund; and
(vii) any other investment permitted by the State Money
Management Act, Title 51, Chapter 7, Utah Code Annotated 1953, as
amended.
“Registrar” or “Paying Agent” means the person or persons authorized by the
Issuer to maintain the registration books with respect to the Series 2021 Bonds and to pay
the principal on the Series 2021 Bonds on behalf of the Issuer. The initial Registrar and
Paying Agent for the Series 2021 Bonds is the City Recorder of the Issuer.
“Regular Record Date” means the fifteenth day (whether or not a Business Day)
immediately preceding each Interest Payment Date with respect to the applicable Series of
Bonds.
“Regulations,” and all references thereto shall mean and include applicable final,
proposed and temporary United States Treasury Regulations promulgated with respect to
Sections 103 and 141 through 150 of the Code, including all amendments thereto made
hereafter.
“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.
“Revenue Fund” means the City of Moab Sales Tax Revenue Fund created herein
in the hands of the Issuer to be administered pursuant to Section 5.01 of this Master
Resolution.
“Series 2003 Bonds” means the Issuer’s Sales Tax Revenue Bonds, Series 2003.
“Series 2009 Bonds” means the Issuer’s Taxable Sales Tax Revenue Bonds, Series
2009.
“Series 2018 Bonds” means the Issuer’s Sales Tax Revenue Bonds, Series 2018.
“Series 2021 Bonds” means the Issuer’s Sales Tax Revenue Bonds, Series 2021
issued hereunder.
“Series 2021 Project” means the construction of an affordable multi-family housing
complex and all related improvements.
5
4826-2656-4828, v. 1
“Series 2021 Reserve Account” means, the account described in Section 3.4 below.
“Sinking Fund Year” means the 12-month period beginning July 1 of each year
and ending June 30 of the following year, except with respect to the Series 2021 Bonds
that the first Sinking Fund Year will begin on the Dated Date and will end on the following
June 30.
“Supplemental Master Resolution” means this Supplemental Master Resolution
dated as of ___________, 2021.
(b) Master Resolution to Constitute Contract. In consideration of the
purchase and acceptance of any and all of the Series 2021 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 2021 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 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 Bonds over any
other thereof, except as expressly provided in or permitted by this Master Resolution.
(c) Construction. This Master Resolution, except where the context by
clear implication herein otherwise requires, shall be construed as follows:
(i) The terms “hereby,” “hereof,” “herein,” “hereto,”
“hereunder,” and any similar terms used in this Master Resolution
shall refer to this Master Resolution in its entirety unless the context
clearly indicates otherwise.
(ii) Words in the singular number include the plural, and
words in the plural include the singular.
(iii) Words in the masculine gender include the feminine
and the neuter, and when the sense so indicates, words of the neuter
gender refer to any gender.
(iv) Articles, sections, subsections, paragraphs and
subparagraphs mentioned by number, letter or otherwise,
correspond to the respective articles, sections, subsections,
paragraphs and subparagraphs hereof so numbered or otherwise so
designated.
The titles or leadlines applied to articles, sections and subsections herein are
inserted only as a matter of convenience and ease in reference and in no way define, limit
or describe the scope or intent of any provisions of this Master Resolution.
Section 14.
ISSUANCE OF SERIES 2021 BONDS
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(a) Principal Amount, Designation, Series, and Interest Rate. The
Series 2021 Bonds are hereby authorized for the purpose of providing funds to (a) finance
the Series 2021 Project and (b) pay costs incurred in connection with the issuance of the
Series 2021 Bonds. The Series 2021 Bonds shall be limited to $_________ in aggregate
principal amount, shall be issued in the form set forth in Exhibit A, in fully registered form
and shall bear interest at the rate of ____% per annum and shall be payable as specified
herein. The Series 2021 Bonds shall be designated as and shall be distinguished from the
bonds of all other series by the title, “City of Moab, Utah Sales Tax Revenue Bonds, Series
2021.”
(b) Date and Maturities. The Series 2021 Bonds shall be dated as
of the Dated Date, shall be in denominations of [$5,000 or any $1,000] multiple in excess
thereof, and shall bear interest from the Interest Payment Date next preceding their date of
authentication thereof, unless authenticated as of an Interest Payment Date, in which event
such Series 2021 Bonds shall bear interest from the date to which interest has been paid in
full, or unless no interest shall have been paid on such Series 2021 Bonds, in which event
such Series 2021 Bonds shall bear interest from the Dated Date, payable on __________
and ________ commencing on __________, 20__, at the rate per annum and shall mature
on _________ in the amount set forth below:
Maturity
(________)
Principal Amount
Interest Rate
Payment of the interest on any Series 2021 Bond shall be made to the person
appearing on the Bond registration books of the registrar hereinafter provided for as the
Registered Owner thereof by check or draft mailed to the Registered Owner at his address
as it appears on such registration books. Interest shall be paid by check or draft mailed on
each Interest Payment Date to the Owner of each of the Series 2021 Bonds as the name and
address of such Owner appears on the Record Date in the Register.
(c) Optional Redemption and Redemption Prices. [The Series 2021
Bonds maturing on or prior to ________, 20__ are not subject to redemption prior to
maturity. The Series 2021 Bonds maturing on and after ________, 20__ are subject to
redemption prior to maturity at the option of the Issuer, in such order of maturity as may
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be selected by the Issuer, in whole or in part on any day on and after ________, 20__, at a
redemption price equal to 100% of the principal amount of the Series 2021 Bonds to be
redeemed plus accrued interest to the date of redemption.]
(d) Execution and Delivery of the Series 2021 Bonds. The Mayor
of the Issuer is hereby authorized to execute by manual or facsimile signature the Series
2021 Bonds and the City Recorder of the Issuer to countersign by manual or facsimile
signature the Series 2021 Bonds and to have imprinted, engraved, lithographed, stamped,
or otherwise placed on the Series 2021 Bonds the official seal of the Issuer. The City
Recorder is hereby authorized to deliver to the Purchaser the Series 2021 Bonds upon
payment to the Issuer of the proceeds of the Series 2021 Bonds.
Section 15.
SERIES 2021 BOND PROVISIONS
(a) Execution; Limited Obligation. The Series 2021 Bonds shall be
executed on behalf of the Issuer with the manual or official facsimile signature of its Mayor,
countersigned with the manual or official facsimile signature of the City Recorder, and
shall have impressed or imprinted thereon the corporate seal or facsimile thereof of the
City Recorder. In case any officer whose signature shall appear on the Series 2021 Bonds,
shall cease to be such officer before the delivery of such Series 2021 Bonds, such signature
shall nevertheless be valid and sufficient for all purposes, the same as if he had remained
in office until delivery. The Series 2021 Bonds, together with interest thereon, shall be
limited obligations of the Issuer payable solely from the Revenues (except to the extent
paid out of moneys attributable to the Series 2021 Bond proceeds or other funds created
hereunder or the income from the temporary investment thereof).
The Series 2021 Bonds shall be a valid claim of the respective Registered Owners
thereof only against the Revenues and other moneys in funds and accounts held by the
Issuer hereunder and the Issuer hereby pledges and assigns the same for the equal and
ratable payment of the Series 2021 Bonds, and the Revenues shall be used for no other
purpose than to pay the principal of, premium, if any, and interest on the Series 2021 Bonds,
except as may be otherwise expressly authorized herein. The issuance of the Series 2021
Bonds shall not, directly, indirectly or contingently, obligate the Issuer or any agency,
instrumentality or political subdivision thereof to levy any form of taxation therefor or to
make any appropriation for their payment.
(b) Authentication and Delivery of Series 2021 Bonds.
(i) The Issuer shall deliver executed Series 2021 Bonds
to the Registrar for authentication. Subject to the satisfaction of the
conditions for authentication of Series 2021 Bonds set forth herein,
the Registrar shall authenticate such Bonds, and deliver them upon
the order of the Issuer to their respective Owners thereof upon the
payment or exchange by the Owners to the Issuer for the account of
the Issuer of the purchase price therefor. Delivery by the Issuer shall
be full acquittal to the Owners for the purchase price of such Series
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2021 Bonds, and the Owners shall be under no obligation to see to
the application thereof. The proceeds of the sale of such Series 2021
Bonds shall, however, be disposed of only as provided herein.
(ii) No Series 2021 Bond shall be valid or obligatory for
any purpose or entitled to any security or benefit hereunder, unless
and until a certificate of authentication on such Series 2021 Bond
substantially in the form set forth in the forms of Bonds attached
hereto shall have been duly executed by the Registrar, and such
executed certificate of the Registrar upon any such Bond shall be
conclusive evidence that such Bond has been authenticated and
delivered hereunder. The Registrar’s certificate of authentication on
any Bond shall be deemed to have been executed by it if signed by
an authorized officer of the Registrar, but it shall not be necessary
that the same officer sign the certificate of authentication on all of
the Bonds issued hereunder.
(iii) Prior to the authentication by the Registrar of the
Series 2021 Bonds there shall have been filed with bond counsel:
(1) A copy of this Master Resolution duly
certified by the City Recorder.
(2) A certificate of the Issuer, dated as of the date
of authentication of the Series 2021 Bonds, to the effect that
this Master Resolution is still in force and effect without
amendments.
(3) A request and authorization to the Registrar
from the Issuer to authenticate the Series 2021 Bonds in the
aggregate principal amount therein specified and deliver
them to purchasers therein identified upon payment to the
Issuer, of the sum specified therein.
(4) An opinion of bond counsel dated the date of
authentication of the Series 2021 Bonds to the effect that (a)
the Master Resolution has been duly adopted by the Issuer
and creates a valid and binding obligation on the Issuer in
accordance with its terms, (b) the Series 2021 Bonds are
special obligations of the Issuer payable solely from the
Revenues and do not constitute a general obligation
indebtedness of the Issuer, and (c) the interest payable on the
Series 2021 Bonds is excludable from gross income for
federal income tax purposes.
(c) Mutilated, Lost, Stolen or Destroyed Bonds. In the event any
Bond is mutilated, lost, stolen or destroyed, the Issuer may execute and the Registrar may
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authenticate a new Bond of like date, series, maturity and denomination as that mutilated,
lost, stolen or destroyed; provided that, in the case of any mutilated Bond, such mutilated
Bond shall first be surrendered to the Registrar, and in the case of any lost, stolen or
destroyed Bond, there shall be first furnished to the Registrar evidence of such loss, theft
or destruction satisfactory to the Registrar, together in all cases with indemnity satisfactory
to the Registrar and the Issuer. In the event any such Bond shall have matured, instead of
issuing a duplicate Bond, the Registrar may pay the same without surrender thereof upon
compliance with the foregoing. The Registrar may charge the Registered Owner of such
Bond with its reasonable fees and expenses in this connection. Any Bond issued pursuant
to this Section 3.03 shall be deemed part of the Series of the Bonds in respect of which it
was issued and an original additional contract obligation of the Issuer.
(d) Registration of Bonds; Persons Treated as Owners. The Issuer
shall cause the books for the registration and for the transfer of the Bonds as provided
herein to be kept by the City Recorder which is hereby constituted and appointed the
Registrar of the Issuer with respect to the Bonds, provided, however, that the Issuer may,
by Supplemental Resolution, select a party other than the City Recorder to act as Registrar
with respect to the Series of Bonds issued under said Supplemental Resolution. Any 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 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 Bond at the office of the Registrar, duly
endorsed by, or accompanied by a written instrument or instruments of transfer in form
satisfactory to the Registrar and duly executed by, the Registered Owner or his attorney
duly authorized in writing, the Issuer shall execute and the Registrar shall authenticate and
deliver in the name of the transferee or transferees, a new Bond or Bonds of the same Series
and the same maturity for a like aggregate principal amount as the Bond surrendered for
transfer. Bonds may be exchanged at the office of the Registrar for a like aggregate
principal amount of Bonds of other authorized denominations of the same Series and the
same maturity. The execution by the Issuer of any Bond of any authorized denomination
shall constitute full and due authorization of such denomination, and the Registrar shall
thereby be authorized to authenticate and deliver such Bond. The Issuer and the Registrar
shall not be required to transfer or exchange any Bond (i) during the period from and
including any Regular Record Date, to and including the next succeeding Interest Payment
Date, (ii) during the period from and including the day fifteen days prior to any Special
Record Date, to and including the date of the proposed payment pertaining thereto, (iii)
during the period from and including the day fifteen days prior to the mailing of notice
calling any Bonds for redemption, to and including the date of such mailing, or (iv) at any
time following the mailing of notice calling such Bond for redemption.
The Issuer, the Registrar and the Paying Agent may treat and consider the person
in whose name each 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 interest due thereon and for all
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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 or on account of either principal
of or interest on any Bond shall be made only to or upon order of the Registered Owner
thereof or such person’s 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 Bond to the extent of the sum or sums so paid.
The Registrar shall require the payment by the Bondholder requesting exchange or
transfer of Bonds of any tax or other governmental charge and by the Issuer of any service
charge of the Registrar which are required to be paid with respect to such exchange or
transfer and such charges shall be paid before such new Bond shall be delivered.
(e) Notice of Redemption. In the event any of the Series 2021
Bonds are called for redemption, notice thereof identifying the Series 2021 Bonds or
portions thereof to be redeemed will be given by the Paying Agent by mailing a copy of
the redemption notice by registered or certified mail at least thirty (30) days prior to the
date fixed for redemption to the Registered Owner of each Series 2021 Bond to be
redeemed at the address shown on the registration books; provided, however, that failure
to give such notice by mailing, or any defect therein, shall not affect the validity of any
proceeding for the redemption of any Series 2021 Bond with respect to which no such
failure has occurred. Any notice mailed as provided in this paragraph shall be conclusively
presumed to have been duly given, whether or not the Registered Owner receives the
notice. All Series 2021 Bonds so called for redemption will cease to bear interest after the
specified redemption date provided funds for their redemption are on deposit at the place
of payment at that time.
(f) Cancellation. All Bonds which have been surrendered for
payment, redemption or exchange, and Bonds purchased from any moneys held by the
Paying Agent hereunder or surrendered to the Paying Agent by the Issuer, shall be canceled
and cremated or otherwise destroyed by the Registrar and shall not be reissued, and a
counterpart of the certificate of cremation or other destruction certificate evidencing such
cremation or other destruction shall be furnished by the Registrar to the Issuer; provided,
however, that one or more new Bonds shall be issued for the unredeemed portion of any
Bond without charge to the Registered Owner thereof.
(g) Nonpresentation of Bonds. In the event any Series 2021 Bond
shall not be presented for payment when the principal thereof becomes due, either at
maturity or otherwise, or at the date fixed for redemption thereof, if funds sufficient to pay
such Bond shall have been made available to the Paying Agent, all liability of the Issuer to
the Registered Owner thereof for the payment of such Bond shall forthwith cease, terminate
and be completely discharged, and thereupon it shall be the duty of the Paying Agent to
hold such fund or funds, without liability to the Registered Owner of such Bond for interest
thereon, for the benefit of the Registered Owner of such Bond who shall thereafter be
restricted exclusively to such fund or funds for any claim of whatever nature on his part
hereunder or on, or with respect to, said Bond. If any Bond shall not be presented for
payment within four years following the date when such Bond becomes due, whether by
maturity or otherwise, the Paying Agent shall, to the extent permitted by law, repay to the
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Issuer the funds theretofore held by it for payment of such Bond, and such Bond shall,
subject to the defense of any applicable statute of limitation, thereafter be an unsecured
obligation of the Issuer, and the Registered Owner thereof shall be entitled to look only to
the Issuer for payment, and then only to the extent of the amount so repaid, and the Issuer
shall not be liable for any interest thereon and shall not be regarded as a trustee of such
money.
(h) Additional Bonds.
(i) 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 2021 Bonds and the
Security Instrument Repayment Obligations herein authorized out
of Revenues shall be created or incurred, unless the following
requirements have been met:
(ii) 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.
(iii) 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.
(iv) All payments required by this Master Resolution 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.
(v) 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
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Requirement of all Bonds then outstanding (excluding Bonds which
are to be refunded with the proceeds of the Additional Bonds),
including the Additional Bonds.
(vi) 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 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).
(i) Sale of Bonds; Authorization of Agreements. The Series 2021
Bonds shall be sold to the Purchaser at a price equal to $_________, representing the
principal amount of the Series 2021 Bonds, [less a Purchaser’s discount of $_______] in
accordance with the provisions of the Bond Purchase Agreement. The Mayor and City
Recorder are hereby authorized to execute and deliver the Bond Purchase Agreement on
behalf of the Issuer in substantially the form and with substantially the same content as
contained in Exhibit B attached hereto. The appropriate officers of the Issuer, including
without limitation the Mayor and City Recorder, are authorized to take all action necessary
or reasonably required by the Bond Purchase Agreement to carry out, give effect to and
consummate the transactions as contemplated thereby.
Section 16.
CREATION OF FUNDS AND ACCOUNTS
(a) Creation of Revenue Fund. There is hereby created and ordered
established with the Issuer a revenue fund in the name of the Issuer to be designated the
“City of Moab, Utah Sales Tax Revenue Fund” (herein defined as the “Revenue Fund”).
For accounting purposes, the Revenue Fund may be redesignated by different account
names by the Issuer from time to time.
(b) Creation of Bond Fund. There is hereby created and ordered
established in the custody of the Issuer a special fund in the name of the Issuer to be
designated the “City of Moab, Utah Sales Tax Revenue Bond Fund” (herein defined as the
“Bond Fund”).
Section 17.
USE OF FUNDS
(a) Use of Revenue Fund. All Revenues shall be accounted for and
maintained by the Issuer in the Revenue Fund, which fund shall be kept separate and apart
from all other accounts of the Issuer and which shall be expended and used by the Issuer
only in the manner and order of priority specified below:
(i) As a first charge and lien on the Revenues, the Issuer
shall, at least 15 days prior to each Interest Payment Date, transfer
and deposit into the Bond Fund, from the Revenue Fund, an amount
equal to:
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(1) the interest falling due on the Series 2021
Bonds on the next succeeding Interest Payment Date; plus
(2) the principal and premium, if any, falling due
on the next succeeding Mandatory Sinking Fund
Redemption Date or Maturity Date established for the Series
2021 Bonds,
the sum of which shall be sufficient, when added to the existing balance in the Bond Fund,
to pay the principal of, premium, if any, and interest on the Series 2021 Bonds promptly
on each such Interest Payment Date, Mandatory Sinking Fund Redemption Date or
Maturity Date as the same become due and payable.
(ii) If moneys shall have been withdrawn from an
account in the Debt Service Reserve Fund or any account in the Debt
Service Reserve Fund is at any time funded in an amount less than
the applicable Debt Service Reserve Requirement, the Issuer shall
deposit in such account moneys sufficient in amount to restore such
account(s) within one year, or a ratable portion of remaining
Revenues if less than the full amount necessary,
(iii) The Revenues remaining after the foregoing deposits
and transfers for each Interest Payment Date, may be used at any
time for any other lawful purpose.
(b) Use of Bond Fund.
(i) The Issuer shall make deposits, as and when
received, as follows:
(1) all moneys payable by the Issuer as specified
in Section 6.01 hereof shall be deposited into the Bond Fund
in the order named;
(2) all other moneys received by the Issuer
hereunder when accompanied by directions from the person
depositing such moneys that such moneys are to be paid into
the Bond Fund, shall be deposited into the Bond Fund.
(ii) Moneys in the Bond Fund shall be expended solely
for the following purposes and in the following order of priority:
(1) the payment of principal of and interest on the
Bonds as the same become due; and
(2) the payment of principal and interest accrued,
if any, on the Bonds as the same become due upon
redemption prior to maturity and such payments and
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redemption of Bonds in advance of their maturity shall be
accounted for separately by the Paying Agent from the
payments made by the Issuer pursuant to Subparagraph (i)
of this Paragraph (b).
The Issuer shall withdraw sufficient funds from the Bond Fund to pay principal of
and interest on the Bonds as the same become due and payable and to make said funds so
withdrawn available to the Paying Agent and any paying agent for the purpose of paying
said principal and interest.
(iii) After payment in full of the principal of and interest
on all Bonds issued hereunder (or after provision has been made for
the payment thereof as provided herein so that such Bonds are no
longer Outstanding); and the fees, charges and expenses of any
paying agent and any other amounts required to be paid hereunder;
all amounts remaining in the Bond Fund shall be paid to the Issuer.
(c) Investment of Funds. Any revenue surpluses or moneys in the
Bond Fund may be invested by the Issuer in Qualified Investments. Such investments shall
be held by the Issuer, and when the Issuer determines it necessary to use the moneys in the
Bond Fund for the purposes for which the Bond Fund was created, it shall liquidate at
prevailing market prices as much of the investments as may be necessary and apply the
proceeds to such purposes. All income derived from the investment of the Bond Fund shall
be maintained in said Fund and disbursed along with the other moneys on deposit therein
as herein provided.
Section 18.
APPLICATION OF PROCEEDS
(a) Transfer of Fund and Application of Proceeds of the Series 2021
Bonds.
(i) The Issuer shall deposit the proceeds from the sale of
the Series 2021 Bonds in the amount of $__________shall be
applied as follows:
(1) $__________ to finance the Series 2021
Project; and
(2) The remaining amount to be deposited into
the Series 2021 Cost of Issuance Account to pay costs of
issuance; and
(b) Debt Service Reserve Requirement. For purposes of the Series
2021 Bonds, the Debt Service Reserve Requirement shall be $[0].
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Section 19.
GENERAL COVENANTS
(a) General Covenants. The Issuer hereby covenants and agrees
with each and every holder of the Series 2021 Bonds issued hereunder the following:
(i) The Issuer covenants that it shall fund and expressly
maintain as provided herein all funds referenced herein until such
time as the Series 2021 Bonds have been paid in full.
(ii) While any of the Series 2021 Bonds remain
outstanding and unpaid, any resolution or other enactment of the
Governing Body of the Issuer, applying the Revenues for the
payment of the Bonds shall be irrevocable until the 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
Bonds or which would in any way jeopardize the timely payment of
principal and interest when due.
(iii) (c) The average annual installments of principal
and interest on the Series 2021 Bonds and any Parity Bonds will not
at any one time exceed eighty percent (80%) of the total Revenues
received by the Issuer during the Sinking Fund Year immediately
preceding the Sinking Fund Year in which this Master Resolution is
adopted.
(iv) Each Registered Owner or any duly authorized agent
or agents thereof shall have the right at all reasonable times to
inspect all records, accounts and data relating to the receipt and
disbursements of Revenues. Except as otherwise provided herein,
the Issuer further agrees that it will within one hundred eighty (180)
days following the close of each Bond Fund Year cause an audit of
such books and accounts to be made by an independent firm of
certified public accountants showing balance sheet, income
statement and statement of cash flows and the receipts and
disbursements of Revenues, and that such audit will be provided to
the Purchaser when available, but in no event later than 180 days
after the end of said Bond Fund Year. In addition, the Issuer shall
provide to the Purchaser when available, but in no event later than
the first day of each Bond Fund Year, a copy of the Issuer’s budget
for such Bond Fund Year.
(b) First Lien Bonds; Equality of Liens. The Series 2021 Bonds
constitute an irrevocable first lien (but not necessarily an exclusive first lien) upon the
Revenues. The Issuer covenants that the Series 2021 Bonds and any Parity Bonds issued
and from time to time outstanding are equitably and ratably secured by a first lien on the
Revenues and shall not be entitled to any priority one over the other in the application of
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the Revenues regardless of the time or times of the issuance of the Series 2021 Bonds and
any other Parity Bonds, it being the intention of the Issuer that there shall be no priority
among the Bonds and any such additional parity first lien securities regardless of the fact
that they may be actually issued and delivered at different times.
(c) Payment of Principal and Interest. The Issuer covenants that it
will punctually pay or cause to be paid the principal of and interest on every Bond issued
hereunder in strict conformity with the terms of the Bonds and this Master Resolution
according to the true intent and meaning hereof and thereof. The principal of and interest
on the Bonds are payable solely from the Revenues (except to the extent paid out of moneys
attributable to Bond proceeds or other funds created hereunder or the income from the
temporary investment thereof), which payments are hereby specifically pledged and
assigned to the payment thereof in the manner and to the extent herein specified, and
nothing in the Bonds or this Master Resolution should be considered as pledging any other
funds or assets of the Issuer for the payment of the Bonds except for the Revenues pledged
for such purpose hereunder.
(d) Performance of Covenants; Issuer. The Issuer covenants that it
will faithfully perform at all times any and all covenants, undertakings, stipulations and
provisions contained herein, and in any and every Bond executed, authenticated and
delivered hereunder. The Issuer represents that it is duly authorized under the Constitution
of the State to issue the Series 2021 Bonds authorized hereby and to execute this Master
Resolution, that all actions on its part for the issuance of said Bonds and the execution and
delivery of this Master Resolution have been duly and effectively taken, and that said
Bonds in the hands of the Registered Owners thereof are and will be valid and enforceable
obligations of the Issuer according to the import thereof.
(e) List of Bondholders. The Registrar will keep on file at its
principal office a list of the names and addresses of the Registered Owners of all Bonds
which are from time to time registered on the registration books. At reasonable times and
under reasonable regulations established by the Registrar, said list may be inspected and
copied by the Issuer or by the Registered Owners (or a designated representative thereof)
of 10% or more in principal amount of Bonds then Outstanding, such ownership and the
authority of any such designated representative to be evidenced to the reasonable
satisfaction of the Registrar.
(f) Designation of Additional Paying Agents. The Issuer hereby
covenants and agrees to cause the necessary arrangements to be made through the Paying
Agent and to be thereafter continued for the designation of alternate paying agents, if any,
and for the making available of funds hereunder, but only to the extent such funds are made
available to the Issuer from Bond proceeds or other Funds created hereunder or the income
from the temporary investment thereof, for the payment of such of the Bonds as shall be
presented when due at the principal corporate trust office of the Paying Agent, or its
successor in trust hereunder, or at the office of said alternate paying agents.
(g) Tax Exemption of Series 2021 Bonds. The Issuer recognizes
that Section 149(a) of the Code requires bonds to be issued and to remain in fully registered
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form in order that interest thereon not to be includible in gross income for purposes of
federal income taxation under laws in force at the time the bonds are delivered. The Series
2021 Bonds issued pursuant to this Master Resolution, the interest on which is excludable
from gross income for federal income tax purposes, are referred to in this Section 7.07 as
“tax exempt Bonds.” Pursuant to the provisions thereof, the Issuer agrees that it will not
take any action to permit tax exempt Bonds issued hereunder to be issued in, or converted
into, bearer or coupon form, unless the Issuer first receives an opinion from nationally
recognized bond counsel that such action will not result in the interest on any tax-exempt
Bonds becoming includible in gross income for purposes of federal income taxes then in
effect.
The Issuer’s Mayor, City Recorder, and other officers are hereby authorized and
directed to execute such certificates as shall be necessary to establish that the tax exempt
Bonds issued hereunder are not “arbitrage bonds” within the meaning of Section 148 of the
Code and the regulations promulgated or proposed thereunder, including Treasury
Regulation Sections 1.148-1 through 1.148-11, 1.149 and 1.150-1 through 1.150-2 as the
same presently exist, or may from time to time hereafter be amended, supplemented or
revised. The Issuer covenants and certifies to and for the benefit of the Registered Owners
of such tax exempt Bonds that no use will be made of the proceeds of the issue and sale of
such tax exempt Bonds, or any funds or accounts of the Issuer which may be deemed to be
available proceeds of such tax exempt Bonds, pursuant to Section 148 of the Code and
applicable regulations (proposed or promulgated) which use, if it had been reasonably
expected on the date of issuance of such tax exempt Bonds, would have caused the tax
exempt Bonds to be classified as “arbitrage bonds” within the meaning of Section 148 of
the Code. Pursuant to this covenant, the Issuer obligates itself to comply throughout the
term of such tax-exempt Bonds with the requirements of Section 148 of the Code and the
regulations proposed or promulgated thereunder.
The Issuer further covenants and agrees to and for the benefit of the Registered
Owners that the Issuer (i) will not take any action that would cause interest on the tax
exempt Bonds issued hereunder to become includible in gross income for purposes of
federal income taxation, (ii) will not omit to take or cause to be taken, in timely manner,
any action, which omission would cause the interest on the tax exempt Bonds to become
includible in gross income for purposes of federal income taxation, and (iii) will, to the
extent possible, comply with any other requirements of federal tax law applicable to the
tax exempt Bonds in order to preserve the exclusion from gross income for purposes of
federal income taxation of interest on such tax exempt Bonds.
(h) Instruments of Further Assurance. The Issuer, the Registrar and
the Paying Agent mutually covenant that they will, from time to time, each upon the written
request of the other, execute and deliver such further instruments and take or cause to be
taken such further actions as may be reasonable and as may be required by the other to
carry out the purposes hereof; provided, however, that no such instruments or action shall
involve any personal liability of the Paying Agent, Registrar or members of the Council of
the Issuer or any official thereof.
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(i) Covenant of State of Utah. In accordance with Section 11-14-
307(3) of the Act, the State of Utah pledges and agrees with the Owners of the Series 2021
Bonds that it will not alter, impair or limit the Revenues in a manner that reduces the
amounts to be rebated to the Issuer which are devoted or pledged herein until the Series
2021 Bonds, together with applicable interest, are fully met and discharged; provided,
however, that nothing shall preclude such alteration, impairment or limitation if and when
adequate provision shall be made by law for the protection of the Owners of the Series
2021 Bonds.
Section 20.
EVENTS OF DEFAULT; REMEDIES
(a) Events of Default. Each of the following events is hereby
declared an “Event of Default”:
(i) if payment of any installment of interest on any of
the Bonds shall not be made by or on behalf of the Issuer when the
same shall become due and payable, or
(ii) if payment of the principal of or the redemption
premium, if any, on any of the Bonds shall not be made by or on
behalf of the Issuer when the same shall become due and payable,
either at maturity or by proceedings for redemption in advance of
maturity or through failure to fulfill any payment to any fund
hereunder or otherwise; or
(iii) if the Issuer shall for any reason be rendered
incapable of fulfilling its obligations hereunder; or
(iv) if an order or decree shall be entered, with the
consent or acquiescence of the Issuer, appointing a receiver or
custodian for any of the Revenues of the Issuer, or approving a
petition filed against the Issuer seeking reorganization of the Issuer
under the federal bankruptcy laws or any other similar law or statute
of the United States of America or any state thereof, or if any such
order or decree, having been entered without the consent or
acquiescence of the Issuer shall not be vacated or discharged or
stayed on appeal within 30 days after the entry thereof; or
(v) if any proceeding shall be instituted, with the consent
or acquiescence of the Issuer, for the purpose of effecting a
composition between the Issuer and its creditors or for the purpose
of adjusting the claims of such creditors pursuant to any federal or
state statute now or hereafter enacted, if the claims of such creditors
are or may be under any circumstances payable from Revenues; or
(vi) if (i) the Issuer is adjudged insolvent by a court of
competent jurisdiction, or (ii) an order, judgment or decree be
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entered by any court of competent jurisdiction appointing, without
the consent of the Issuer, a receiver, trustee or custodian of the Issuer
or of the whole or any part of their property and any of the aforesaid
adjudications, orders, judgments or decrees shall not be vacated or
set aside or stayed within 60 days from the date of entry thereof; or
(vii) if the Issuer shall file a petition or answer seeking
reorganization, relief or any arrangement under the federal
bankruptcy laws or any other applicable law or statute of the United
States of America or any state thereof; or
(viii) if, under the provisions of any other law for the relief
or aid of debtors, any court of competent jurisdiction shall assume
custody or control of the Issuer or of the whole or any substantial
part of the property of the Issuer, and such custody or control shall
not be terminated within 30 days from the date of assumption of
such custody or control; or
(ix) if the Issuer shall default in the due and punctual
performance of any other of the covenants, conditions, agreements
and provisions contained in the Bonds or herein or on the part of the
Issuer to be performed, other than as set forth above in this Section
9.01, and such Default shall continue for 30 days after written notice
specifying such Event of Default and requiring the same to be
remedied shall have been given to the Issuer by the Registered
Owners of not less than 25% in aggregate principal amount of the
Bonds then Outstanding hereunder.
(b) Remedies; Rights of Registered Owners. Upon the occurrence
of an Event of Default, the Bondholders may pursue any available remedy by suit at law
or in equity to enforce the payment of the principal of, premium, if any, and interest on the
Bonds then Outstanding or to enforce any obligations of the Issuer hereunder, plus
attorneys’ fees.
No remedy by the terms hereof conferred upon or reserved to the Registered
Owners 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 the Registered
Owners hereunder or now or hereafter existing at law or in equity or by statute.
No delay or omission to exercise any right or power accruing upon any Event of
Default shall impair any such right or power or shall be construed to be a waiver of any
Event of Default or acquiescence therein; and every such right and power may be exercised
from time to time and as often as may be deemed expedient.
No waiver of any Event of Default hereunder shall extend to or shall affect any
subsequent Event of Default or shall impair any rights or remedies consequent thereon.
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(c) Right of Registered Owners to Direct Proceedings. Anything
herein to the contrary notwithstanding, the Registered Owners of a majority in aggregate
principal amount of the Bonds then Outstanding shall have the right, at any time, to direct
the time, the method and place of conducting all proceedings to be taken in connection
with the enforcement of the terms and conditions hereof, or for the appointment of a
receiver or any other proceedings hereunder; provided, that such direction shall not be
otherwise than in accordance with the provisions of law and of this Master Resolution.
(d) Application of Moneys. All moneys received by the Paying
Agent pursuant to any right given or action taken under the provisions of this Article VIII
shall, after payment of Paying Agent’s fees and expenses of the proceedings resulting in
the collection of such moneys and of the expenses, liabilities and advances incurred or
made by the Paying Agent, be deposited in the Bond Fund and all moneys so deposited in
the Bond Fund shall be applied in the following order:
(i) To the payment of the principal of, premium, if any,
and interest then due and payable on the Bonds as follows:
(1) Unless the principal of all the Bonds shall
have become due and payable, all such moneys shall be
applied:
FIRST—To the payment to the persons entitled thereto of all
installments of interest then due on the Bonds, in the order of the
maturity of the installments of such interest and, if the amount
available shall not be sufficient to pay in full any particular
installment, then to the payment ratably, according to the amounts
due on such installment, to the persons entitled thereto, without any
discrimination or privilege; and
SECOND—To the payment to the persons entitled thereto of the
unpaid principal of and premium, if any, on the Bonds which shall
have become due (other than Bonds called for redemption for the
payment of which moneys are held pursuant to the provisions
hereof), in the order of their due dates, with interest on such Bonds
from the respective dates upon which they become due, and, if the
amount available shall not be sufficient to pay in full Bonds due on
any particular date, together with such interest, then to the payment
ratably, according to the amount of principal due on such date, to
the persons entitled thereto without any discrimination or privilege.
(2) If the principal of all the Bonds shall have
become due and payable, all such moneys shall be applied to
the payment of the principal and interest then due and unpaid
upon the Bonds, without preference or priority of principal
over interest or of interest over principal, or of any
installment of interest over any other installment of interest,
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or of any Bond over any other Bond, ratably, according to
the amounts due respectively for principal and interest, to the
persons entitled thereto without any discrimination or
privilege.
Whenever moneys are to be applied pursuant to the provisions of this Section 8.04,
such moneys shall be applied at such times, and from time to time, as the Registered
Owners shall determine, having due regard to the amounts of such moneys available for
such application and the likelihood of additional moneys becoming available for such
application in the future. Whenever the Registered Owners shall apply such funds, they
shall fix the date (which shall be an interest payment date unless it shall deem another date
more suitable) upon which such application is to be made and upon such date interest on
the amounts of principal paid on such dates shall cease to accrue.
(e) Rights and Remedies of Registered Owners. Except as provided
in the last sentence of this Section 8.05, no Registered Owner of any Bond shall have any
right to institute any suit, action or proceeding in equity or at law for the enforcement hereof
or for the execution of any trust thereof or for the appointment of a receiver or any other
remedy hereunder, unless an Event of Default has occurred. No one or more Registered
Owner of the Bonds shall have any right in any manner whatsoever to affect, disturb or
prejudice the lien hereof by its, his or their action or to enforce any right hereunder except
in the manner herein provided, and that all proceedings at law or in equity shall be
instituted, had and maintained in the manner herein provided and for the equal benefit of
the Registered Owners of all Bonds then Outstanding. Nothing herein contained shall,
however, affect or impair the right of any Registered Owner to enforce the covenants of
the Issuer to pay the principal of, premium, if any, and interest on each of the Bonds issued
hereunder held by such Registered Owner at the time, place, from the source and in the
manner in said Bonds expressed.
(f) Termination of Proceedings. In case one or more Registered
Owner shall have proceeded to enforce any right hereunder by the appointment of a
receiver, or otherwise, and such proceedings shall have been discontinued or abandoned
for any reason, or shall have been determined adversely to the Registered Owner, then and
in every such case the Issuer and the Registered Owner shall be restored to their former
positions and rights hereunder, and all rights, remedies and powers of the Registered Owner
shall continue as if no such proceedings had been taken.
(g) Waivers of Events of Default. The Registered Owners may in
their discretion waive any Event of Default hereunder and its consequences; provided,
however, that there shall not be waived (i) any Event of Default in the payment of the
principal of any Bonds at the date of maturity specified therein, or (ii) any default in the
payment when due of the interest on any such Bonds, unless prior to such waiver or
rescission, all arrears of interest, with interest (to the extent permitted by law) at the rate
borne by the Bonds in respect of which such Event of Default shall have occurred on
overdue installments of interest and all arrears of payments of principal and premium, if
any, when due in connection with such Event of Default shall have been paid or provided
for, and in case of any such waiver or rescission, or in case any proceeding taken by the
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Registered Owners on account of any such Event of Default shall have been discontinued
or abandoned or determined adversely, then and in every such case the Issuer and the
Registered Owners shall be restored to their former positions and rights hereunder,
respectively, but no such waiver or rescission shall extend to any subsequent or other Event
of Default, or impair any right consequent thereof.
Section 21.
SUPPLEMENTAL RESOLUTIONS
(a) Supplemental Resolutions Not Requiring Consent of Registered
Owners. Upon 30 days prior written notice to the Registered Bond Holders, the Issuer
may, without the consent of any of the Registered Owners, enter into a resolution or
resolutions supplemental hereto, as shall not be inconsistent with the terms and provisions
hereof, for any one or more of the following purposes:
(i) To cure any ambiguity or formal defect or omission
herein;
(ii) To grant to or confer upon the Registered Owners
any additional rights, remedies, powers or authority that may
lawfully be granted to or conferred upon the Registered Owners or
any of them;
(iii) To pledge subject to this Master Resolution
additional Revenues or other revenues, properties, collateral or
security; and
(iv) To make any other change hereto which is not
materially prejudicial to the interests of the Registered Owners.
(b) Supplemental Resolutions Requiring Consent of Registered
Owners; Waivers and Consents by Registered Owners. Exclusive of Supplemental
Resolutions covered by Section 9.01 hereof and subject to the terms and provisions
contained in this Section 9.02, and not otherwise, the Registered Owners of 66-2/3% in
aggregate principal amount of the Bonds then Outstanding shall have the right, from time
to time, anything contained herein to the contrary notwithstanding, to (i) consent to and
approve the execution by the Issuer of such other resolution or resolutions supplemental
hereto as shall be deemed necessary and desirable by the Issuer for the purpose of
modifying, altering, amending, adding to or rescinding, in any particular, any of the terms
or provisions contained herein or in any Supplemental Resolution, or (ii) waive or consent
to the taking by the Issuer of any action prohibited, or the omission by the Issuer of the
taking of any action required, by any of the provisions hereof or of any resolution
supplemental hereto; provided, however, that nothing in this Section 9.02 contained 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, or reduction of any premium payable on the redemption of, any Bond, without
the consent of the Registered Owner of such Bond, or (b) a reduction in the amount or
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extension of the time of any payment required by any Fund established hereunder
applicable to any Bonds without the consent of the Registered Owners of all the Bonds
which would be affected by the action to be taken, or (c) a reduction in the aforesaid
aggregate principal amount of Bonds, the Registered Owners of which are required to
consent to any such waiver or Supplemental Resolution, or (d) the issuance of Additional
Bonds in accordance with Section 4.08 hereof, or (e) affect the rights of the Registered
Owners of less than all Bonds then outstanding, without the consent of the Registered
Owners of all the Bonds at the time Outstanding which would be affected by the action to
be taken.
Section 22.
DISCHARGE OF RESOLUTION
If the Issuer shall pay or cause to be paid, or there shall be otherwise paid or
provision for payment made, to or for the Registered Owners of the Bonds, the principal
of and interest due or to become due thereon at the times and in the manner stipulated
therein, and shall pay or cause to be paid to the Paying Agent all sums of moneys due or to
become due according to the provisions hereof, then these presents and the estate and rights
hereby granted shall cease, terminate and be void, whereupon the Issuer shall cancel and
discharge the lien hereof, except moneys or securities held by the Issuer for the payment
of the principal of and interest on the Bonds.
Any Bond shall be deemed to be paid within the meaning of this Article X when
payment of the principal of such Bond, plus interest thereon to the due date thereof
(whether such due date be by reason of maturity or upon redemption as provided herein, or
otherwise), either (a) shall have been made or caused to have been made in accordance
with the terms thereof, or (b) shall have been provided by irrevocably depositing with or
for the benefit of the Registered Owners, in trust and irrevocably setting aside exclusively
for such payment, (i) moneys sufficient to make such payment, or (ii) Government
Obligations, maturing as to principal and interest in such amount and at such times as will
insure the availability of sufficient moneys to make such payment, and all necessary and
proper fees, compensation and expenses of any credit enhancer and any paying agent
pertaining to the Bond with respect to which such deposit is made shall have been paid or
the payment thereof provided for to the satisfaction of the Registered Owners. At such
times as a Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer be
secured by or entitled to the benefits hereof, except for the purposes of any such payment
from such moneys or Government Obligations.
Notwithstanding the foregoing, in the case of Bonds, which by their terms may be
redeemed prior to their stated maturity, no deposit under the immediately preceding
paragraph shall be deemed a payment of such Bonds as aforesaid until the Issuer shall have:
(i) instructed the Paying Agent to call for redemption
pursuant hereto any Bonds to be redeemed prior to maturity pursuant
to Subparagraph (i) above; and
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(ii) instructed the Paying Agent to mail, as soon as
practicable, in the manner prescribed by Section 4.05 hereof, a
notice to the Registered Owners of such Bonds that the deposit
required by this Section has been made with the Paying Agent and
that such Bonds are deemed to have been paid in accordance with
this Article X and stating the maturity or redemption date upon
which moneys are to be available for the payment of the principal or
redemption price, if applicable, on said Bonds as specified in
Subparagraph (i) above.
Any moneys so deposited with the Paying Agent as provided in this Article X may
at the direction of the Issuer also be invested and reinvested in Government Obligations,
maturing in the amounts and times as hereinbefore set forth, and all income from all
Government Obligations in the hands of the Paying Agent pursuant to this Article X which
is not required for the payment of the Bonds and interest thereon with respect to which
such moneys shall have been so deposited, shall be deposited in the Bond Fund as and
when realized and collected for use and application as are other moneys deposited in that
fund; provided, however, that before any excess moneys shall be deposited in the Bond
Fund, the Paying Agent shall first obtain a written verification from a certified public
accountant that the moneys remaining on deposit with the Paying Agent and invested in
Government Obligations after such transfer to the Bond Fund shall be sufficient in amount
to pay principal and interest on the Bonds when due and payable.
Notwithstanding any provision of any other Article hereof which may be contrary
to the provisions of this Article X, all moneys or Government Obligations set aside and
held in trust pursuant to the provisions of this Article X for the payment of Bonds (including
interest thereon) shall be applied to and used solely for the payment of the particular Bonds
(including interest thereon) with respect to which such moneys or Government Obligations
have been so set aside in trust.
Anything in Article IX hereof to the contrary notwithstanding, if moneys or
Government Obligations have been deposited or set aside with the Paying Agent pursuant
to this Article X for the payment of Bonds and such Bonds shall not have in fact been
actually paid in full, no amendment to the provisions of this Article X shall be made without
the consent of the Registered Owner of each Bond affected thereby.
Section 23.
MISCELLANEOUS
(a) Consents, Etc., of Registered Owners. Any consent, request,
direction, approval, objection or other instrument required hereby to be executed by the
Registered Owners may be in any number of concurrent writings of similar tenor and
maybe executed by such Registered Owners in person or by agent appointed in writing.
Proof of the execution of any such consent, request, direction, approval, objection or other
instrument or of the writing appointing any such agent and of the ownership of Bonds, if
made in the following manner, shall be sufficient for any of the purposes hereof, and shall
be conclusive with regard to any action taken under such request or other instrument,
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namely, the fact and date of the execution by any person of any such writing may be proved
by the certificate of any officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person signing such writing
acknowledged before him the execution thereof, or by affidavit of any witness to such
execution.
(b) Limitation of Rights. With the exception of rights herein
expressly conferred, nothing expressed or mentioned in or to be implied from this Master
Resolution or the Bonds is intended or shall be construed to give to any person other than
the parties hereto, the Registered Owners of the Bonds, any legal or equitable right, remedy
or claim under or in respect hereto or any covenants, conditions and provisions herein
contained, this Master Resolution and all of the covenants, conditions and provisions
hereof being intended to be and being for the sole and exclusive benefit of the parties
hereto, the Registered Owners of the Bonds as herein provided.
(c) Severability. If any provision hereof shall be held or deemed to
be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any
jurisdiction or in all jurisdictions, or in all cases because it conflicts with any other
provision or provisions hereof or any constitution or statute or rule of public policy, or for
any other reason, such circumstances shall not have the effect of rendering the provision in
question inoperative or unenforceable in any other case or circumstance, or of rendering
any other provision or provisions herein contained invalid, inoperative, or unenforceable
to any extent whatever.
The invalidity of any one or more phrases, sentences, clauses or Sections herein
contained, shall not affect the remaining portions hereof, or any part thereof.
(d) Maintenance of Proceedings. A certified copy of this Master
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 Master 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 Master 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 on the
Series 2021 Bonds authorized herein or to meet any obligation contained herein concerning
the Series 2021 Bonds.
(e) Defeasance of the Series 2021 Bonds. If the Issuer shall pay or
cause to be paid, or there shall be otherwise paid or provision for payment made to the
Registered Owner of the Series 2021 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 Master 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 2021 Bonds) shall be cancelled and discharged.
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Any Series 2021 Bond shall be deemed to be paid within the meaning of this
Section when payment of the Series 2021 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 2021 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 2021 Bonds).
(f) Sale of Series 2021 Bonds Approved. The sale of the Series
2021 Bonds to the Purchaser, at par, is hereby ratified, confirmed, and approved.
(g) Bondholders not Responsible. The Bondholders shall not be
responsible for any liabilities incurred by the Issuer in the acquisition, construction or use
of the Series 2021 Project.
(h) Bonds Registrar and Paying Agent. The City Recorder is hereby
designated to act as Paying Agent and the Bond Registrar for and in respect to the Series
2021 Bonds.
(i) Notice of Series 2021 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-l-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
March 23, 2021, to receive input with respect to the issuance of the Series 2021 Bonds and
the potential economic impact that the Series 2021 Project will have on the private sector.
(j) 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 Master
Resolution and the documents authorized and approved herein.
(k) Severability. If any section, paragraph, clause, or provision of
this Master 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 Master Resolution. It is hereby declared by
the Governing Body of the Issuer that it is the intention of the Issuer by the adoption of this
Master Resolution to comply in all respects with the provisions of the Act.
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(l) Resolutions in Conflict. All resolutions or parts thereof in
conflict with the provisions of this Master Resolution are, to the extent of such conflict,
hereby repealed.
(m) Effective Date of Resolution. This Master Resolution shall take
effect immediately upon its approval and adoption.
S-1
MASTER RESOLUTION
(SEAL)
By:
Mayor
ATTEST:
By:
City Recorder
A-1
EXHIBIT A
FORM OF BONDS
UNITED STATES OF AMERICA
STATE OF UTAH
CITY OF MOAB
SALES TAX REVENUE BOND, SERIES 2021
Number R - __ $______
Interest Rate Maturity Date Dated Date
Registered Owner: ___________________________________________.
Principal Amount: ______________________________________________NO/100
DOLLARS*************************************************
The City of Moab, Utah (“Issuer”), a political subdivision and body politic duly
organized and existing under the Constitution and laws of the State of Utah, for value
received, hereby acknowledges itself to be indebted and promises to pay to the Registered
Owner named above or registered assigns, out of the special fund hereinbelow designated
and not otherwise, the Principal Amount specified above on the Maturity Date specified
above with interest thereon until paid at the Interest Rate specified above per annum,
payable semiannually on __________ and __________ of each year commencing
__________, 2021 (each an “Interest Payment Date”), until said Principal Amount is paid.
Principal and premium, if any, shall be payable upon surrender of this Bond at the
designated offices of the City Recorder, as Paying Agent or its successors. Interest on this
Bond shall be payable by check or draft mailed to the Registered Owner hereof at his
address as it appears on the registration books of the Paying Agent, who shall also act as
the Registrar for the Issuer, or at such other address as is furnished to the Paying Agent in
writing by such Registered Owner. Interest hereon shall be deemed to be paid by the
Paying Agent when mailed. Both principal and interest shall be payable in lawful money
of the United States of America.
This Bond is one of an issue of Bonds of the Issuer designated as the “Sales Tax
Revenue Bonds, Series 2021” (the “Series 2021 Bonds”) in the aggregate principal amount
of $_________, of like tenor and effect, except as to date of maturity and interest rate,
numbered R-1 and upwards, issued by the Issuer pursuant the Prior Master Resolution (as
defined in the Supplemental Master Resolution) and a Supplemental Master Resolution
dated as of _________, 2021 (the “Supplemental Master Resolution” and together with the
Prior Master Resolution the “Master Resolution”), approved by resolution adopted on
February 23, 2021 (the “Bond Resolution”), for the purpose of providing funds to (a)
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4826-2656-4828, v. 1
finance the costs of construction of an affordable multi-family housing complex and all
related improvements and (b) pay costs of issuance of the Series 2021 Bonds.
All payments shall be made in any coin or currency which on the date of payment
is legal tender for the payment of debts due the United States of America. All payments
shall be applied first to interest and then to principal.
Both principal of and interest on this Bond and the issue of which it is a part are
payable solely from a special fund designated “City of Moab, Utah Sales Tax Revenue
Bond Fund” (the “Bond Fund”), into which fund, to the extent necessary to assure prompt
payment of the principal of and interest on the issue of which this is one and on all series
of bonds issued on a lien parity with this Bond shall be paid the Revenues as defined in
and more fully described and provided in the Master Resolution.
The Series 2021 Bonds shall be payable only from the Revenues and shall not
constitute a general indebtedness or pledge of the full faith and credit of the Issuer, within
the meaning of any constitutional or statutory provision or limitation of indebtedness.
This Series 2021 Bond is issued under and pursuant to the Local Government
Bonding Act, Title 11, Chapter 14, Utah Code Annotated 1953, and this Series 2021 Bonds
does not constitute a general obligation indebtedness of the Issuer within the meaning of
any state constitutional or statutory limitation. The issuance of the Series 2021 Bonds shall
not, directly, indirectly or contingently, obligate the Issuer or any agency, instrumentality
or political subdivision thereof to levy any form of ad valorem taxation therefor or to make
any appropriation for their payment.
The Issuer covenants and agrees that, within the limits provided by law, it will cause
to be collected and accounted for sufficient Revenues as defined in the Master Resolution
as will at all times be sufficient to pay promptly the principal of and interest on this Series
2021 Bonds and the issue of which it forms a part and to make all payments required to be
made into the Bond Fund, and to carry out all the requirements of the Master Resolution.
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 SALES 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.
It is hereby declared and represented that all acts, conditions and things required to
exist, happen and be performed precedent to and in the issuance of this Series 2021 Bonds
have existed, have happened and have been performed in regular and due time, form and
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4826-2656-4828, v. 1
manner as required by law, that the amount of this Series 2021 Bonds, together with the
issue of which it forms a part, does not exceed any limitation prescribed by the Constitution
or statutes of the State of Utah, that the Revenues of the Issuer 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 the principal of and interest on this Series 2021 Bonds and the issue of
which it forms a part, as authorized for issue under the Master Resolution, and that the
Revenues of the Issuer are not pledged, hypothecated or anticipated in any way other than
by the issue of the Bonds of which this Series 2021 Bonds is one and all bonds issued on a
parity with this Series 2021 Bonds.
The Series 2021 Bonds shall be subject to redemption prior to maturity upon the
terms and notice described in the Master Resolution.
The issuance of this Bond shall not, directly, indirectly, or contingently, obligate
the Issuer or any agency, instrumentality or political subdivision thereof to levy any form
of taxation therefor or to make any appropriation for its payment.
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4826-2656-4828, v. 1
IN TESTIMONY WHEREOF, the Issuer has caused this Bond to be signed by its
Mayor and countersigned by its City Recorder under the corporate seal of said Issuer this
_____________, _____.
(SEAL)
By: (Do Not Sign)
Mayor
COUNTERSIGN:
By: (Do Not Sign)
City Recorder
EXHIBIT C
BOND PURCHASE AGREEMENT
CITY OF MOAB, UTAH
$________
SALES TAX REVENUE BONDS
SERIES 2021
____________, 2021
City of Moab, Utah
217 East Center Street
Moab, Utah 84532
The undersigned, ______________ (the “Purchaser”), offers to purchase from the
City of Moab, Utah (the “Issuer”), $___________ in aggregate principal amount of Sales
Tax Revenue Bonds, Series 2021 (the “Bonds”) issued under a Supplemental Master
Resolution dated as of __________, 2021 (the “Master Resolution”) with delivery and
payment at the offices of Gilmore & Bell, P.C. in Salt Lake City, Utah, based upon the
covenants, representations, and warranties set forth below.
• Upon the terms and conditions and upon the basis of the representations set forth
herein, the Purchaser hereby agrees to purchase from the Issuer, and the Issuer
hereby agrees to sell and deliver to the Purchaser, the Bonds. Exhibit 1, which is
hereby incorporated by reference into this Bond Purchase Agreement (the
“Purchase Agreement”), contains a brief description of the Bonds, the manner of
their issuance, the purchase price to be paid for, and the expected date of delivery
and payment.
• You represent and covenant to the Purchaser that (a) you have as of the closing of
the Bonds on the date hereof (the “Closing”), the power and authority to enter into
and perform this Purchase Agreement and the Master Resolution; (b) to adopt the
Resolution dated February 23, 2021 (the “Resolution”) that authorized the delivery
and sale of the Bonds to the Purchaser pursuant to the terms and conditions set forth
in this Purchase Agreement and the Master Resolution; (c) this Purchase
Agreement, the Master Resolution and the Bonds do not and will not conflict with
or create a breach or default under any existing law, regulation, order, or agreement
to which the Issuer is subject; (d) no governmental approval or authorization other
than the Resolution is required in connection with the sale of the Bonds to the
Purchaser; (e) this Purchase Agreement, the Master Resolution and the Bonds are
legal, valid, and binding obligations of the Issuer enforceable in accordance with
their respective terms, subject only to applicable bankruptcy, insolvency, or other
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4826-2656-4828, v. 1
similar laws generally affecting creditors’ rights; and (f) there is no action, suit,
proceeding, inquiry, or investigation, at law or in equity, before or by any court,
public board, or body, pending or, to the knowledge of the Issuer, threatened against
or affecting the Issuer or affecting the corporate existence of the Issuer or the titles
of its officers to their respective offices or seeking to prohibit, restrain, or enjoin
the sale, issuance, or delivery of the Bonds or in any way contesting or affecting
the transactions contemplated hereby or the validity or enforceability of the Bonds,
the Resolution, the Master Resolution or this Purchase Agreement, or contesting
the powers of the Issuer or any authority for the issuance, sale and delivery of the
Bonds (as such term is defined in the Master Resolution), the adoption of the
Resolution, the execution and delivery of the Master Resolution and this Purchase
Agreement or the Bonds or the Issuer’s legal right, power and authority to collect,
receive and pledge the Pledge Revenues (as such terms are defined in the Master
Resolution).
• As conditions to the Purchaser’s obligations hereunder:
• From June 30, 2020 to the date of Closing, there shall not have been any (i) material
adverse change in the financial condition or general affairs of the Issuer; (ii) event,
court decision, proposed law, or rule which may have the effect of changing the
federal income tax incidents of the Issuer or the owner of the Bonds or the interest
thereon or the transactions contemplated by this Purchase Agreement; or (iii)
international or national crisis, suspension of stock exchange trading, or banking
moratorium materially affecting, in the Purchaser’s reasonable opinion, the market
price of the Bonds.
• At the Closing, the Issuer will deliver or make available to the Purchaser:
• The Bonds, in definitive form and the Master Resolution duly executed;
• A certificate from authorized officers of the Issuer, in form and substance
acceptable to the Purchaser, to the effect that the representations and
information of the Issuer contained in this Purchase Agreement are true and
correct when made and as of the Closing;
• The approving opinion of the Issuer’s counsel, satisfactory to the Purchaser
and Bond Counsel;
• The approving opinion of Gilmore & Bell, P.C., Bond Counsel, in standard
form dated the date of Closing, relating to the legality and validity of the
Bonds and the excludability of interest on the Bonds from gross income of
the holders thereof for federal income tax purposes; and
• Such additional certificates, instruments, and other documents as the
Purchaser may deem necessary with respect to the issuance and sale of the
Bonds, all in form and substance satisfactory to the Purchaser.
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4826-2656-4828, v. 1
• The Issuer will pay the cost of the fees and disbursements of counsel to the Issuer,
counsel to the Purchaser (in an amount up to $_____) and Bond Counsel.
• This Purchase Agreement is intended to benefit only the parties hereto, and the
Issuer’s representations and warranties shall survive any investigation made by or
for the Purchaser, delivery, and payment for the Bonds, and the termination of this
Purchase Agreement.
• The Purchaser hereby represents that they are acquiring the Bonds for their own
account, and not with a view to, or for sale in connection with, any distribution of
the Bonds or any part thereof. The Purchaser has not offered to sell, solicited offers
to buy, or agreed to sell the Bonds or any part thereof, and has no present intention
of reselling or otherwise disposing of the Bonds.
• The Bonds will not be (i) assigned a specific rating by any rating agency, (ii)
registered with The Depository Trust Company or any other securities depository,
(iii) issued pursuant to any type of official statement, private placement
memorandum or other offering document, or (iv) assigned a CUSIP number by
Standard & Poor’s CUSIP Service.
• The Issuer acknowledges and agrees that (i) the purchase of the Bonds pursuant to
this Purchase Agreement is an arm’s-length commercial transaction between the
Issuer and the Purchaser, (ii) in connection with such transaction, the Purchaser is
acting solely as a principal and not as an agent or a fiduciary of the Issuer, (iii) the
Purchaser has not assumed (individually or collectively) an advisory or fiduciary
responsibility in favor of the Issuer with respect to the Bonds, (iv) the Purchaser
has financial and other interests that differ from those of the Issuer, and (v) the
Issuer has consulted with its own legal and financial advisors to the extent it deemed
appropriate in connection with the Bonds.
S-1
Sincerely,
______________________________
By:
Its: ________________________________
ACCEPTED ON BEHALF OF:
CITY OF MOAB, UTAH
By:
Mayor
ATTEST AND COUNTERSIGN:
By:
City Recorder
C-1
EXHIBIT 1
DESCRIPTION OF BONDS
1. Par Amount: $____
2. Purchase Price: $____
3. Purchaser’s Counsel Fee: $____
4. Accrued Interest: $-0-
5. Interest Payment Date: _____ and _______, beginning _________
6. Dated Date: Closing Date
7. Form: Registered Bonds
8. Closing Date: __________, 2021
9. Redemption: [The Bonds are subject to optional redemption as set forth in the
Master Resolution.]
10. Bank Designation: [Bonds are Bank Qualified]
11. Mandatory Sinking Fund Schedule:
Mandatory Sinking Fund Date
(___________)
Principal
Amount
___________________
*Final Maturity Date
Total Project Cost Estimate
PAD - Phasing Estimate Building Site
Phase Type Count SqFt Total Sq Ft Parking Cost Sq Ft Cost Sq Ft $$ Cost
1 Duplex, 2BR 8 672 5,376 16 200.87$ 78.89$ 1,503,991.16$
2 Apt, 1 12 500 6,000 12 160.00$ 47.33$ 1,243,992.97$
Apt, 2 12 750 9,000 18 160.00$ 47.33$ 1,865,989.45$
Storage Units 10 80 800 20.00$ -$ 16,000.00$
Total 42 21,176 46 4,629,973.58$
Soft Costs 5%231,498.68$
Walnut Ln Upgrade 300,000.00$
Infrastructure Upgrades (Phase 2)*1,200,000.00$
Total 6,361,472.26$