54 of 1978 - A resolution authorizing and providing for the issuance by Salt Lake City, Utah, of its $11,000,000 i
:; ,, �; Resolution No. t}.7 I�II`�
. F Ii !!,I
ill By Jennings Phillips, Jr. ii
4. y
ill COMMISSIONER ,:II
II
Authorizing and providing for the iIl
,! �GI
I issuance by Salt Lake City, Utah, of
1,1 its $11,000,000 Hospital Revenue Bond
Series 1978, for the Holy Cross Hospital.
i,'
1!
jPresented to the Board of Commissioners
AND PASSED
I ,
ul
JUL2 3 1973 r
III il!
%� -.?teedsit,
�'li Gm aEco-^
1;
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III
II,I
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NOTICE OF INTENT TO
ISSUE INDUSTRIAL REVENUE BONDS
AND RESOLUTION TERMS
Notice is hereby given by the Board of Salt Lake City
Commissioners,pursuant to the provisions of Title 11.Chapter 17,
Section 16,Utah Code Annotated 1953,of Its intent to ise
511,000,000 of Industrial Revenue Bonds on behalf of the Holy
Cross Hospital,consistent with the following resolution of said
Board:
RESOLUTION NO.St
A RESOLUTION authorizing and providing for the issuance by
Salt Lake City,Utah,of its S11,000,000 Hospital Revenue Bonds,
Series 1978(Holy Cross Hospital Protect)for the purpose of
oviding funds to(II acquire a lease-hold estate in certain
hospital facilities and real estate owned by Holy Cross Hospital of
Salt Lake City and(II)acquire and construct additional capital
improvements to said hospital facilities;said bonds and all
obligations of said City in connection with such transactions to be
payable solely and exclusively from rentals payable under a
Lease from said Hospital and a Guaranty and Security
Agreement of said Hospital,and in no event to constitute a
general obligation or liability of the City or a charge against Its
general credit or taxing powers;authorizing the execution of a
Trust Indenture and Indenture of Mortgage to secure said bonds
and a Ground Lease and a Lease between the City and said
Hospital In connection with such transactions;directing the
publication of this resolution:repealing all ordinances,resolu-
tions or portions thereof in conflict with the provision hereof;
providing for a contest perio related matters
WHEREAS,Salt Lake•d;and City Salt Lake County,Utah(the
"City"),is authorized,pursuant to the provisions of the Utah
Industrial Facilities Development Act,Chanter 17 of Title 11,
Utah Code Annotated,1953,as amended(the"Act"1,to(I)
finance or acquire,whether by construction,purchase,devise,
gift,exchange or lease,or any one or more of such methods,and
to construct,reconstruct,improve,maintain,equip and furnish
health care facilities,which shall be located within the State of
Utah,and which may be located within,or partially within,the
City:Oil l finance for,or to sell or lease or otherwise dispose olio,
any person,firm,partnership,or corporation,either public or
vate,any or all of its health care facilities upon such termsterms
advisconditions
b el sand as sh all not conrd flict with the provisions of th Act;
and(Oil issue its bonds under the Act for the purpose of defraying
the cost of financing,acquiring,constructing,reconstructing,
improving,maintaining,equipping or furnishing health care
facilities and to secure the payment of such bonds as provided in
the Act,which bonds may be issued in one or more series or
Issues where deemed advisable,and each such series or Issue
may contain different maturity dates,interest rates,priorities on
securities available for guaranteeing payment thereof,and such
oher differing terms and conditions as are deemed necessary
and are not in conflict with the provisions of the Act;and
WHEREAS,at the request of Holy Cross Hospital of Salt
Lake City,a Utah not for profit corporation(the"Hospital")the
City proposes to issue its Hospital Revenue Bonds,Series 197a
(Holy Cross Hospital PrOlect)in the aggregate principal amount
of 511,000,000 to be dated June 1,19ze(the"Bonds"),all in
Incordance with the provisions of the Act,pursuant to a Trust
denture and Indenture of Mortgage to be dated as of June 1,
1978(the"Indenture")between the City and a bank or trust
company to be hereafter designated(the"Trust.")for the
pupose of providing funds to Ill acquire a leasehold estate in
certain hospital facilities and real estate (the "Hospital
Facility")owned by the Hospital and(ill acquire and construct
additional capital improvements to the Hospital Facility(the
"Project"),all for the primary benefit of all persons residing
within the boundaries of the City;and
WHEREAS,the Hospital and the City will enter into a Ground
Lease,dated as of June 1,1978(thee"Ground teasel.whereby
the City will obtain a leasehold interest in the Hosital Facility,
and the City will lease the Hospital Facility back to the Hospital
pursuant to a Lease dated as of June 1,1978(the"Lease");and
WHEREAS.the Act and all documents to be signed by the
City provide that the Bonds shall not constitute nor give rise to a
general obligation or liability of the City or be a charge against
its general credit or taxing powers and that the Bonds will be
Payable solely from and secured solely by(I)the assignment and
mortgage under the Indenture.except as otherwise specifically
provided therein,of (a) the Lease and all s s payable
thereunder,(b)the Ground Lease and the leasehold estate
created thereby,(c)all moneys to be paid to the Trustee under
the Indenture and(d)all other revenues of the City derived from
the Hospital Facility and (II) the Guaranty and Security
Agreement dated as of June 1,1978(the"Guaranty")from the
Hospital to the Trustee,which Guaranty will be secured by a
security interest in certain equipment and accounts of the
ospital,subject in each case to certain permitted encum-
brances;
NOW THEREFORE, Be It Resolved by the Board of
Commissioners of SALT Lake City.San Lake CouMy.Utah,as
follows:
Section 1.That the City Is authorized to finance the costs of
(II acquiring a leasehold estate in fta Hospital Facility and III)
acquiring and constructing additional capital Improyahent,to
oft Hospital the interest on theFacility,including and paying the expwnes of Incidentaportion
no the
Issuance thereof,all pursuant to the provisions of the Act.
Section 2. theCuthorized andected to
Bonds In the a Thaggregate t pri amount a 0,191 of S000,000,3Ueto be
dated
ates not
exceeding eight and oneune 1978.to quarter percent(8.14%)per anest et such rate or rnum.and
to mature on June I of such year or years not later than 2009,as
shad be fixed by resolution to be hereafter adopted at the time of
Me filtmoeJund interest
�eate ecthe rsda fJune an mof each year semiannually
December 1.197S.The Bonds shall be In substantially the
following form:
(Form of Series 1978°upon Bad)
UNITEC STATE
EF OF
ANERICA
STATSALT LAKE COUNTY,
SALT LAKE CITY
HOSPITAL REVENUE BOND.
SERIES 1975
No. (HOLY CROSS HOSPITAL PROJECT) 5.000
FOR VALUE RECEIVED.SALT LAKE CITY,UTAH,a
municipal corporation of the State of Utah like"CM")hereby
promises to Pay in lawful money of the United States of America
I, ,unless this Bond shall be
redeema bearer,on ble emable and shall halve previously been called for redemption
and payment of the redemption price made or provided for,gbeutt
for Thelye eartneent ront Me rentals,
eir aeof pursuant to thethese Indenture n of tte City
lheereinafter
mentioned and rot otherwise. upon surrender hereof,the
principal sum of FIVE THOUSAND DOLLARS(SS,000),and to
Pay interest an such principal amount in like manner.but Well,
revenuesertten ,abliniallheofate rate percentper moneys aforesaid,
py initiallyon December I,
and December 1978 unfil paymentea of suchprincipal a 1 and therfter on each subsequent JU.or
maturity but,therefor.
shall
seecct have Interestbeen made
fedt or prior to
fi �prBertia surr the ender of
r rMoles hereunto appertaining �eall mature.The
principal of and Interest on tills Bond and the premium,If any.
T,u,ieee)u upon imofbn,are Pays,o at� incipa of l oMkeof
any successor trusts or other paying agent appointed under the
Indenture hereinafter nne tined.
This Bad is one of ten first eerie,of Bands iisibed Indenture In Meg under
sued the
hereinafter rincipal
amount of S11,0E0.000(hereinafter referred to as me"tories 1978
Bads'). for the purpose of providing ends to acquire a
Ieaxltld estate in certain hospital facilities(ins"Hospital
Facility")owned by HOLY CROSS HOSPITAL OF SALT LAKE
CITY,a Utah not for profit corporation(the"Hosnitol"),and to
paw for additional capital improvements to the Hospital Facility.
TM Hospital Facility has been leased to the City by the Hospital
pursuantback to thee HHospita Ground Lease
the City ppued rsuant to al eeas78e,dateleased
a of
June I.1978(the"Lease"),executed copies of which Instruments
are hereinafter ref
erred principal
corporate trust office of the Trustee
ratabbllvaseeccured and entitled tore all the�securityued of under Trust and equall and
y
"Indenture"), of executedecMortgage
9andelivered g of
me City to(NAME
OF TRUSTEE),as Trustee(the'Trustee').It Is provided in the
Indenture that the Coy may hereafter Issue Additional Bonds(as
defined in the Indenture)from tins to time under certain terms
and
rill raankearl caws nd ot therein,
and
11978788 Bonds Additional
nle 11 uch
l•denture).Chain additio81nal Funded Debt((a,dtleefinned In the
Indenture)of the Hospital may also be placed on a parity with all
Bonds other tan Subordinated Bonds in the manner and on the
terms and conditions set forth in the Indenture.Reference Is
made to the Indenture and toali indentures supplemental thereto
for the provisions,among others,with respect to the nature and
Cnt of the security,the rights,duties and obligations of the
ity and the Trustee.the rights of the holders of tine Bads,the
issuance of Additional Bonds and Subadlnated Bonds and the
terms
oa fhel the ends geMytcecetl he prrov,lo s of which the may be
aceptan
of this Bond assents.
2
This Bond and appurtenant coupon are fully negotiable and
shall pass by delivery,but this Bond may be registered as to
principal on the registration books of the City in the principal
office of the Trustee as Bond Registrar,upon presentation hereof
at such office and the notation of such registration endorsed
hereon by the Bond Registrar,and this Bond may thereafter be
transferred on such books at the written request of the registered
owner or by his duly authorized attorney,evidence of such
transfer to be in like manner endorsed hereon.Such transfer may
be to bearer,and thereby transferability by delivery shall be
restored. subject, however,to successive registrations and
transfers as before.The principal of this Bond,if registered,
unless registered to bearer,shall be payable only to or upon the
order of the registered owner or his legal representative.Interest
accruing en this Bond will be paid only apresentation and
surrender of the attached interest c a hey respectively
me due and registration of this Bond as to princ
pal a
aforesaid will not affect the transferability by delivery of such
coupons.
The Series 1978 Bonds are issuable as oupon Bonds,
registrable as to principal only,in the denomination of 85,000 and
as registered Bonds without coupons in denominations of 85,000
and any authorized multiple thereof.Subject to the limitations
and upon payment of the charges provided in the Indenture,
registered Bonds without coupons may be exchanged for a like
aggregate principal amount of coupon Bads of the same series
and the same maturity,bearing all unmetured coupons(and any
matured coupons in default)or for a like aggregate principal
amount of registered Bonds without coupons of the same series
nd the same maturity of other authorized denominations,and
coupon Bonds bearing all unmatured coupons(and any matured
coupons in default)may be exchanged for a like aggregate
principal amount of registered Bonds without coupons of the
same and the same maturity of authorized denominations.
The Series 1978 Bonds maturing on or after June 1,1984,may
be redeemed at the option of the City from unborrowed funds on
December i,1983,or on any interest payment date thereafter,in
whole or in part,in the inverse order of maturitiesbv lot within a
maturity in such manner as may be designated by the Trustee,at
the principal amount of Series 1978 Bonds being redeemed and
pccrued and unpaid interest to the redemption date but without
remium.
The Series 1978 Bonds maturing on or after June 1,1909,may
be redeemed at the option of the City from borrowed funds on
June 1,1988,or on any Interest payment date thereafter,in whole
part,in the in order of maturities by lot within a
maturity in such mannere as may be designated by the Trustee or
for the purpose of refunding or advance refunding,in whole but
not in part,as provided in the Indenture.Series 1978 Bonds,when
so redeemable,are redeemable at the principal amount of the
Series 1978 Bonds to be redeemed and accrued interest thereon to
the date of redemption with a premium equal to a percentage of
the principal amount of Series 1978 Bonds being redeemed
determined in accordance with the following schedule:
Redemption Period Premium
June 1,1988 and including June 1,1989 2.5%
December 1.,19139,to and including June 1,1990 7.0
December 1,1990,to and including June 1,1991 1.5%
December 1,1991 to and including June 1,1992 1.0%
December 1,1992.to and including June 1,1513 0.5%ia
December 1 78 Bonds matu and ring
r None
T 19 ring on June I,2009 are also
subiect to mandatory payment orredemption through the
operation of the Bond Sinking Fund s provided in the Indenture,
at the principal amount of Bonds so to be redeemed plus accrued
interest thereon to the date of redemption,and without premium.
The Series 1978 Bonds may also be redeemed in whole on any
date or in part on the earliest possible interest payment date in
the event of damage to or destruction of the Hospital Facility or
any part thereof or condemnation of the Hospital Facility or any
part thereof both to the extent provided In the Indenture in the
wen order of maturities by lot within maturity in h
se v be designated by the Trustee at a redemption
i iceorf 10096 f the o incipal amount thereof plus accrued
interest to the redemption date and without premium
The Series 1978 Bonds are further subject to redemption in
whole on the earliest possible date in the event the Hospital is
required to opt ate the Hospital Facility contrary to certain
religious principles or in the event the aredemption
italbelieves thre isa
threat it will be required to do so,al a redemption price of 100%of
the principal amount of Bonds to be redeemed plus accrued
interest to the date of redemption,plus a premium of 2%of the
principal
amount
to succhna Bonds
being
in the man er in iand subject
to the conditions set forth in the Indenture.
In the event any of the Bonds are called tor redemption as
aforesaid,notice thereof identifying the Bonds to be redeemed
will be given b 'obligation at least twice in a newspaper of
Languaneralge.culstta arilyalt published loyn each btah,usireesssinday whether
or ref Published on Saturdays,Sundays or holidays,or in The
Daily Bond Buyer,the first of which shall be published not less
than thirty days prior to the redemption date,and in the case of
redemption of Bonds at the time registered as to principal
(except to bearer)upon mailing a COPY of the redemption notice
by registered or certified mail at least thirty days prior to the
date fixed for redemption to the registered owner of each Bond to
be redeemed at the address shown on the registration books;
provided,however,that failure to give such notice by mailing,or
Y defect therein,shall not affect the validity of any proceedings
for the redemption of Bonds.If all of the Bonds to be redeemed
are at that time registered as to principal(except to bearer)
3
notice by mailing given by registered or certified all to the
registered owner or owners thereof.at their addresses shown on
fixed tor retion redempttiion shall be not sufficientsu„fficl�and'exhi shed noior to atice�of
thenoticetl for givveen by mailing to any B ion need not MlgWer shall nnototMaffectn any
validity of notlu given by mailing to other Bondholders.All
Bonds so.led for redemption will tease to bear interest on the
ion
are mp deposit at att redemption
the place of provided
yl md�uthat tirmne,r anddsshhal l no
lorkier
be starling uncle theepprovisi nus of thtle Indel ntuuree.Iff,bbecatlause
o
of the temporary or permanent suspension of the publication or
general circulation of any newspaper or financial Ipurnal or for
any other reason,it is impossible or Impractical to publish such
notice of call for redemption in the manner herein provided,then
such publication In lieu thereof as shall be made with the
approval of the Trustee shall constitute a sufficient Publication of
o f te.
This Bond and such other Bonds of the Orlon of which of
bans a part,and the interest citute nor give ri.to a oupons ablgrtionlor hereto,pw do
not TThhe C�oshal notes be obligatedto pay thl cisdBonor dd taxingt liability interest
nd other amounts
derived fromhereon excentthe leasing of the frorn the rents,Holvspiitaal Facillby the City
pursuant to the Lease on deposit In the Funds created by he
Indenture and as otherwise provided In the Indenture and the
Lease.and neither the credit nor the taxing power of the City or
of the State of Utah or of any political subdivision thereof is
pledged to the payment of principal or interest on this Bond.
Pursuant to the provisions of the Lease,rental payments for the
prompt payment when due of the wivc,eei of.premium,if any.
and
ruustee tor the thonhe aemouunnt of the City be anC positthe ed Hospital
a specto ial
account as provided in the Indenture.and such rental payments
have been duly pledged for at purpose and the rights of the City
under the Lease have been assigned to the Trustee,all to secure
payment of such principal,Premium.if any,and interest.
The holder of this Bond shall have no right to enforce the
mianhr Indentureaolnnotion ctntentherein. take
a y a with respect to event
of default under the Indenture,or to institute,appear in or defend
any suit or other proceedings with respect thereto.exceot as
the• vmanner in and with the Inture. certain
set forth In nO Indent on the u
re,the
principal of all the Bads Issued under the indenture and then
aftstandno may become or may be declared due and payable
t
ac�cruuedre mthereeona.Modificatip6o alteration together with
indenture,or
ofIn any thecircumstancesn
ts ereto,may be made only to permitted by the Indenture.the extent and
It is hereby certified that all conditions,acts and things
required to exist,happen and be performed under the applicable
laIssuance
nc Me5this of existand.have the
Indenture
rand havero the
been
performed,and that the issuance,authentication and delivery of
this Bond have been duly authorized bye duly adopted resolution
of the City.Pursuant to Sector 117-13 of the Utah Industrial
Facilities Act,under and pursuant to which the Bonds are issued,
the City hereby Includes the pledge and undertaking of the State
of Utah with the holders of the Bads and with the Hospital and
hts
1 ereby vested until the Bonddds Trust.that the State will,to aogether withapplicable r or t fiinterest.
are
ndslente met
ainto nd discharged the City with
(l the contracts
ospit l relatingor th Trus to tee
are fully performed.The foregoing,however,shall not preclude
such alteration,impairment or limitation if and when adequate
protection shall be made by law for the Protection of the holders
of the Bonds or the Trustee or a Hospital as parties to such
contracts.
No recourse shall be had err the payment of the principal of
or premium or Interest on any of the Bonds or for any claim
based thereon or upon any obligation,covenant or agrenmMt in
the Indenture contained,against any past,Present or future
officer or Commissioner of the City,as such,either directly or
through the City or any successor corporation under any rule of
law or equity,statute or constitution or by the anbrcement of any 1
assessment Hice or orpenalty Commissioner,si as such,Is hereebbyyilexcressly
such
and rleased as a condition of and consideration for the
execution of the Indenture and the issuance of any of the Bonds.
This Bond and the coupons appertaining hereto shall not be
valid or become obligatory for en,/Purpose or be entitled to any
security or benefit under the Indenture until the certificate of
authentication hereon shall have bean duly executed by the
Trust..
4
IN WITNESS WHEREOF,SALT LAKE CITY,UTAH,has
the manuuai forfaacstimilexecuted
sig atureof its Maayorr and Its behalf
ea tol be
hereunto affixed manually or by facsimile and attested by the
facsimile or manual signature of its City Recorder,and coupons
Recorderst to bering the facsimile heereto attached,all ofetle ifirs sta0ay ofor f�JunCity
,
1978.
SALT LAKE CITY,UTAH
By
(SEAL) Mayor
ATTEST:
City Recorder
ThisForm Bond of s one Trust of the Bordse of described the
Authentication)
within-
mentioned Trust Indenture and Indenture of Mortgage.
(NAME OF TRUSTEE)as Trustee
By
Authorized Officer
(Form of Interest Coupon)
No. _
On unless e Bond hereinafter mentioned shall
have duly called f the
or previous redemption and payment of the
redemption price made or provided for,Salt Lake City,Utah,will
pay to the bearer,hot only out of the rentals,revenues and
moneysreferred to the Bond hereinafter honed upon
Cityeder hereof at the office of(NAME OF TRUSTEE),in the
of the amount shown hereon,in lawful
r due
noitsY of Hospital Revenuenited States
Bond,Seriess1 8(Ha. oly Cross interest Hospital
Protect),dated June 1,1978,No.
SALT LAKE CITY,UTAH
BY
Mayor
lay Recorder
(NOTE: (Form
m0ust beano writing in the space below except
by the Trustee,as Registrar.)
Date 01
Registration
Name of
Registered Owcer
Manner of
Registration
Signature of
Bond Registrar
Section 3.That the Bonds are to be issued In accordance with
and pursuant to the Ground Lease,the Lease and the Indenture
which are to be exerted in sulstantiallyhe same form as
Exhibits A,B and C hereto.respectively,copies of which have
been presented to the Board of Commissioners of the City at the
meeting at which this resolution is adopted and which are also on
file in the office of the City Recorder and may there be examined
during normal business tours by any Interested person.The
Indenture provides for the issuance of the Bonds solely for the
purposes of paying the cost of litacquiring a leasehold interest in
te Hospital Facility and (ii) acquiring and constructing
additional capital Improvements to the Hospital Facility,and for
capitalizing a portion of the interest on the Bonds and paying
expenses incidental to the issurance of the Bonds.The Lease
provides for the payment of rentals in amounts and at times
sufficient to pay principal and interest on the Bonds,for certain
affirmative and negative covenants of the Hospital and the City
and for remedies in connection with the failure to perform
certain covenants thereunder.Recourse on the Bonds executed
and delivered by the City pursuant to the Indenture may be had
only against the security for the Bonds as provided therein and in
solely
the (i)thend the assignment and Mortgage unde.The Bonds r the Inden to be turd
e,
except as otherwise specifically provided therein of(a)the Lease
and all sums payable thereunder,(b)the Ground Lease and the
leasehold estate created thereby,(c)all moneys to be paid to the
Trustee under the Indenture and(d)all other revenues of the
CITY DERIVED FROM THE Hospital Facility and(ii)the
Guaranty and the security interests in equipment and accounts of
the Hospital granted thereby,subject in each case to certain
permitted encumbrances.
Section a.That the Lease provides that the Hospital will
cause the Project to be completed.with the Hospital to have the
rght to requisition from the Trustee Me proceeds of the Bonds
from time to time in accordance with the provisions of the
Indenture,and the Lease further provides that if the proceeds of
the Bonds are not sufficient to defray all costs of completing the
Project and all expenses incidental thereto,the Hospital will Pay
all such excess costs and expenses and will complete the Protect
without additional cost to the City.
Section 5.That the City is authorized and directed to execute
and deliver the Ground Lease,the Lease and the Indenture in
substantially the respective forms thereof attached hereto as
Exhibits A,B and C and hereby approved.
5
Section 6.That to evidence the security interests created by
the various documents herein contemplated the City is
authorized and directed to execute es debtor one or
financing statements wherein the Trustee Is the secured party
covering the Indenture and all other and further rights and
interests pledged and assigned to the Trustee under the
Indenture.
Section 7.That the Project and the leasehold interest in the
Hospital Facility,the costs of acquisition of which are to be
financed with the proceeds from the sale of the Bonds,are and
will constitute hospital facilities as contemplated by the Act.
Section B.That the Board of Commissioners,having made
due investigation of the premises,hereby determines,on the
basis of the representations of the Hospital as to the period of
consfructio of the Project and the teed to capitalize interest on
the Bonds during the period of construction,that there shall be
included in the costs of the Protect to be financed from Bond
proceeds interest on the Bonds for the construction period,all as
permitted in Section 11-124,Utah Code Annotated,1953,as
amended.
Section 9.That the Bonds,in substantially the form set forth
in the Indenture,are hereby approved in all respects.and upon
the adoption of the resolution confirming sale of the Bonds,the
Mayor end City Recorder are hereby authorized to execute and
attest,respectively,each of the Bonds and to affix the seal of the
City thereto.The Mayor and City Recorder and all other proper
directed and
employees
ke all steps of the
of the City to perform and
discharge the obligations of the City under each of said
Sectionts.10.That the Bonds shall be sold pursuant tea resolution
to be hereafter adopted.The resolution of sale shall,among other
things.specify and fix:
exceed eight and onne gquarter percent per annnim,the Bonds.not to
(b)the place or places of payment of the Bonds;
0te name of the Trustee and each paving agent under the
Indenture,
(d)the date or dates of maturity of the Bonds;
(e1 provisions for prior redemption of the Bands,whether by
operation of the sinking fund provided in the Indenture or
otherwise;and
shall fbe not lessthe lethan at 9]22the
M the aggregatebe
amount of
the Bonds.
The resolution of sale shall confirm the sale to the purchasers
thereof,shall euthorim execution of an underwriting agreement
with such purchasers and the Hospital by the Mayor and City
Recorder,and shall direct the execution and delivery on behalf of
the City to the Trustee of the documents contemplated to be
executed and delivered by the City and filed with the Trustee In
Section 206 of the Indenture. 9e
shell signed That
tier MMaaror.etteely ested Ets by the Clty Recorder,shall
be recorded in a book kept by the City Recorder for that purpose,
Published and of gee re aic iirculaationn in thCity. ro printed pled a
thirty(30)days from the date of such publication,any person In
interest may file suit In any court of competent jurisdiction to
contealuthorizing tt the he Bonds,or the formality
gality of this s resolution andi Its
provisions or of the Bonds and the provisions securltg the Bonds.
After the
right of action such
o wMMt the vali validity the Bonds,such
ooc�tss made in gs,this resolution,
eroceedings,lldity tthis the
Bads,and the provisions for payment of resolutionhe Bonds andall be
conclusively presumed to be legal,and no court shall thereafter
have outhority to inquire into such matters.
Section U.That the provisions of this resolution are hereby
declared to be separable and If env section,Phrase or provision
shall for any reason be declared to be invalid,such declaration
shall not affect the validity of the remainder of the sections,
phrases and provisions.
Section 13.That pursuant to Section 11-19-13.Utah Code
Annotated. 1953. the City includes herein the pledge and
undertaking of the State of Utah that the State of Utah will not
later impair or limit the rights vested hereunder or In the Bonds,
the Ground Lease,the Lease,the Indenture,or any of the
documents contemplated hereby until the Bonds.together with
all Interest thereon,have been fully paid and discharged and all
obligations of the City thereunder and under the Ground Lease,
the Lease and the Indenture are fully performed.
Section 14.That all ordinances,resolutions and regulations
or parts thereof heretofore adopted or cussed which are in
conflict with any of the provisions ofthis resolution are,to the
axteSectiot of n 15.h That this resolution lbe and the same Is hereby
declared effective immediately noon Its passage and approval.
Passed this 20th day of July,197B.
Approved this 20th day of July,1928.
TED L.WILSON
Mayor
Attest:
MILDRED V.HIGHAM
City Recorder
Published July 27,197S. (D-60
6
f• V
July 20, 1078
Honorable Janriato Phillips, Jr.
Commissioner of Public Affairs
and Finance
211 City and County Building
falt Lake City, Utah
Dear Commmissioaor Philips:
The:Board cf City Commissioners, at its nieetirs.today, passed
Resolution No. 54 of]87B. authorizing and providing for that/ALUM
by salt Lake City, Utah, of its 01,000,000 Hospital Revenue Bonds,
Series 1078, for the Holy Cross Hospital.
Yours truly,
;le xiez
City Reoordes'
me
CC:
Auditor
Treasurer
Attorasy
Don B. Allen
Mayor Wilson
Comm.Agra* Camm.Gresner
Comm. Bell fftles
•
NOTICE
NOTICE OF THE AGENDA
OF THREGULAR
BOARD O COMMIS.
SIONERS OF SALT LAKE
CITY.UTAH,TO BE HELD
THURSDAY,JULY 20.197S
PUBLIC NOTICE IS
HEREBY GIVEN of Me follow-
ofint le�Board of Commissioners
Ia wits
of San Lake Cnv.Utah to be
held In Room 301 City and
County City, 019 0,i,1ticom l"nenn cing at
1000 a.m on July20,197e.
ROLL CALL
RESOLUTION
nEW1 �and arw .for issuance
by Salt Lake CI Utah of IN
511,000. I Revenue
Bit. Oe Provi a1cntlryp f_(oHnro
wire as I09sonotd estate(In
certain hospital fac�illiittliess arol
Hospital
f Salt ownedby
see City and
(II)009dre and construct add.
tonal capital improvements to
said hospital facilities; said
C all
eclmlCM.Inc connection w M such
and exclusns ively Payable
�rentalssole-
ly
from
Yb Ha under a N Ito d a a Guaranty
End d
o lri le~iM Agreement 9111 t of o
constitute a dermal obiiaatio 1
or liability of the City or a
charge against Its general cre-
dit or taxing powers;aunoriz-
I the iol of af Indenture and 94901u of
bonds
and aaMortgcaG to
Leese secure ta
Lease behen the City and said wa
Hospital In connection nrqp nh
publisuch cation ofonstfll0 re�sollution
rr��ppaaaaline all mainsnces,rasd-
cXdn m portions ttnrad in
conflict with the pravisbtn
pored;mwidat for a contort
DATED July rotated i97�a.
MILDRED V.HIGHAM
City Roomier
Published July Ie,197e.11)31)
ROLL CALL Salt Lake City,Utah, July 20 , 1978
VOTING Aye Nay
I move that Resolution no. 54 of 1978, authorizing and providing for
Mr.Chairman .. .
Agraz the issuance by Salt Lake City, Utah, of its $11,000,000 Hospital
Greener t I Revenue Bonds, Series 1978, for the Holy Cross Hospital, be approved.
Phillips
Result
'tt 10.
Commissioner of Public Affairs and Finance (Signature)
Passed by the Board of Conyfnissioners of ' Lake City,Uta/_ 2 9.197
City Recorder Mayor
Salt Lake City, Utah
July 20 , 1978
The Board of Commissioners of Salt Lake City, Salt
Lake County, Utah, met in regular public session at its regular
meeting place in Room 301, in the City and County Building in
Salt Lake City, Utah, at 10:00 o'clock A.M. on the 20th day of
July, 1978, with Ted L. Wilson, Mayor, presiding. At the
direction of the Mayor, the roll of the board was called with the
following result:
Ted L. Wilson, Mayor
Jess A. Agraz, Commissioner
Glen N. Greener Commissioner
Thomas L. Hall, Commissioner
Jennings Phillips, Jr., Commissioner
Absent:
NONE
Also present were Mildred V. Higham, City Recorder,
and Roger F. Cutler, City Attorney.
After the meeting had been duly called to order and
the minutes c_f the preceding meeting read and approved, the
City Recorder presented to the board an affidavit evidencing
the giving of not less than twenty-four (24) hours public notice
of the agenda, date, time and place of the July .20, 1978
meeting in compliance with the requirements of Section 52-4-6(2) ,
Utah Code Annotated, 1953, as amended, by (1) posting written
notice of the meeting at the principal office of the board and
(2) providing notice to at least one newspaper of general
circulation within the geographic jurisdiction of Salt Lake City,
Utah, or to a local media correspondent. The affidavit was
ordered recorded in the minutes of the meeting and is as follows:
-2-
STATE OF UTAH
SS
COUNTY OF SALT LAKE )
I, the undersigned, the duly qualified and acting City
Recorder of Salt Lake City, Salt Lake County, Utah, do hereby
certify, according to the records of said city in my official
possession, and upon my own knowledge and belief, that in
accordance with the requirements of Section 52-4-6(2), Utah Code
Annotated, 1953, as amended, I gave not less than twenty-four
(24) hours public notice of agenda, date, time and place of the
July20 , 1978 regular public meeting held by the Board of
Commissioners of Salt Lake City, Salt Lake County, Utah, by :
(a) causing a Notice of Public Meeting to be posted at the
principal office of the board at Room 200 in the City and County
Building, in Salt Lake City, Utah, on July j, 1978, at least
twenty-four (24) hours before the convening of the meeting, in
the form attached hereto as Exhibit A; said Notice of Public
Meeting having continuously remained so posted and available for
public inspection during the regular office hours of the board
until the convening of the meeting; and
(b) causing a copy of the Notice of Public Meeting in the
form attached hereto as Exhibit A to be provided on July 18 , 1978,
at least twenty-four (24) hours before the convening of the
meeting, to THE DESERET_NEWS , a newspaper of general
circulation within the geographic jurisdiction of Salt Lake City,
and to each local media correspondent, newspaper, radio station
or television station which has requested notification of meetings
of the Board of Commissioners.
—3—
•
IN WITNESS WHEREOF, I have hereunto subscribed my
official signature and impressed hereon the official seal of
Salt Lake City, Salt Lake County, Utah, this 20th day of July,
1978.
City Recorder, Salt L e City,
Salt Lake County, ah
[AFFIX SEAL HERL]
-4-
EXHIBIT A
[Attach Notice of Public Meeting]
-5-
NOTICE OF REGULAR HEETENG OF THE
BOARD OF COMMISSIONERS OF SALT LAKE CITY, UTAH
PUBLIC NOTICE is hereby given that the Board of Commissioners of Salt Lake
City, Utah, will hold a regular public meeting in Room 301 City and County Building
Salt Lake City, Utah, commencing at 10:00 o'clock a.m., on _Thursday
July 20, 1978
The Agenda for the meeting consists of the following:
Roll Call.
RESOLUTION
A RESOLUTION authorizing and providing for the issuance of $11,000,000
Hospital Revenue Bonds, Series 1978, for the Holy Cross Hospital Project.
City Recorder 1�
VERIFICATION OF NOTICE
STATE OF UTAH
ss.
COUNTY OF SALT LAKE)
On Tuesday. July 18, 1978 , I personally posted copies of the foregoing
notice in conspicuous view, at the following times and locations within the City
and County Building, Salt Lake City, Utah:
1. At 4:15,p.m. , in Room 200 (Salt Lake City Recorder's Office).
2.. At 4:20 p.m. , In the Newsroom in Room 301.
•
City Recorder/
Subscribed and sworn to before me this lath day of July, 1978.
^ati
Notary Public residing
in Salt Lake City, Utah
My Commission Expires:
After the conduct of other business, the Mayor then
announced that one purpose of the meeting was to be the considera-
tion and adoption of a resolution authorizing the issuance of
$11,000,000 Hospital Revenue Bonds, Series 1978 (Holy Cross
Hospital Project) of the City, and the execution of various
d:ouments in connection therewith.
Thereupon the following resolution was introduced in
written form by Commissioner Jennings Phillips, Jr, was read in full,
and pursuant to motion made by Com. Jennings Phillips. Jr. , and
seconded by Commissioner Jess A. Agraz , was adopted by the following
vote:
Aye: TED L. WILSON. Mayor
JESS A.AGRAZ, Commissioner
GLEN N. GREENER. Commissioner
THOMAS L. HALL, Commissioner
JENNINGS PHILLIPS, JR. Commissioner
Nay: None
The resolution was thereupon signed by the Mayor of
said City, was attested by the City Recorder and recorded
by her in the official book of minutes of said City, and is as
follows:
RESOLUTION
A RESOLUTION authorizing and providing for the issuance
by Salt Lake City, Utah of its $11,000,000 Hospital
Revenue Bonds, Series 1978 (Holy Cross Hospital Project)
for the purpose of providing funds to (i) acquire a lease-
hold estate in certain hospital facilities and real estate
owned by Holy Cross Hospital of Salt Lake City and (ii)
acquire and construct additional capital improvements to
said hospital facilities; said bonds and all obligations
of said City in connection with such transactions to be
payable solely and exclusively from rentals payable under
a Lease from said Hospital and a Guaranty and Security
Agreement of said Hospital, and in no event to constitute
a general obligation or liability of the City or a charge
against its general credit or taxing powers; authorizing
—6—
the execution of a Trust Indenture and Indenture of
Mortgage to secure said bonds and a Ground Lease and a
Lease between the City and said Hospital in connection
with such transactions; directing the publication of
this resolution; repealing all ordinances, resolutions
or portions thereof in conflict with the provisions
hereof; providing for a contest period; and related matters
WHEREAS, Salt Lake City, Salt Lake County, Utah (the
"City"), is authorized, pursuant to the provisions of the Utah
Industrial Facilities Development Act, Chapter 17 of Title 11,
Utah Code Annotated, 1953, as amended (the "Act"), to (i)
finance or acquire, whether by construction, purchase, devise,
gift, exchange or lease, or any one or more of such methods, and
to construct, reconstruct, improve, maintain, equip and furnish
health care facilities, which shall be located within the State
of Utah, and which may be located within, or partially within,
the City; (ii) finance for, or to sell or lease or otherwise
dispose of to, any person, firm, partnership, or corporation,
either public or private, any or all of its health care facilities
upon such terms and conditions as the Board of City Commissioners
may deem advisable and as shall not conflict with the provisions
of the Act; and (iii) issue its bonds under the Act for the
purpose of defraying the cost of financing, acquiring, constructing,
reconstructing, improving, maintaining, equipping or furnishing
health care facilities and to secure the payment of such bonds as
provided in the Act, which bonds may be issued in one or more
series or issues where deemed advisable, and each such series or
issue may contain different maturity dates, interest rates,
priorities on securities available for guaranteeing payment thereof,
and such other differing terms and conditions as are deemed
necessary and are not in conflict with the provisions of the Act;
and
-7-
WHEREAS, at the request of Holy Cross Hospital of Salt
Lake City, a Utah not for profit corporation (the "Hospital") the
City proposes to issue its Hospital Revenue Bonds, Series 1978
(Holy Cross Hospital Project) in the aggregate principal amount of
$11,000,000 to be dated June 1, 1978 (the "Bonds") , all in
accordance with the provisions of the Act, pursuant to a Trust
Indenture and Indenture of Mortgage to be dated as of June 1, 1978
(the "Indenture") between the City and a bank or trust company
to be hereafter designated (the Trustee") for the purpose of
providing funds to (i) acquire a leasehold estate in certain
hosWtal facilities and real estate (the "Hospital Facility' )
owned ty the Hospital and (_°) acquire and construct additional
capital improvements to the Hospital Facility (the "Project") ,
all for the primary benefit of all persons residing within the
boundaries of the City; and
WHEREAS, the Hospital and the City will enter into a
Ground Lease, dated as of June 1, 1978 (the "Ground Lease") ,
whereby the City will obtain a leasehold interest, in the Hospital
Facility, and the City will lease the Hospital Facility back to
the Hospital pursuant to a Lease dated as of June 1, 1978 (the
"Lease"); and
WHEREAS, the Act and all documents to be signed by
the City provide that the Bonds shall not constitute nor give
rise to a general obligation or liability of the City or be a
charge against its general credit or taxing powers and that the
Bonds will be payable solely from and secured solely b (i ) the
assignment and mortgage under the Indenture, except as otherwise
specifically provided therein, of (a) the Lease and all sums
payable thereunder, (b) the Ground Lease and the leasehold estate
-8-
created thereby, (c) all moneys to be paid to the Trustee under
the Indenture and (d) all other revenues of the City derived
from the Hospital Facility and (ii) the Guaranty and Security
Agreement dated as of June 1, 1978 (the "Guaranty") from the
Hospital to the Trustee, which Guaranty will be secured by a
security interest in certain equipment and accounts or
.._ _,ital, _ :b:ect in each case to _otair permitted encum-
brances;
NO , THEREFORE, Be It Resolved by the Board or
,_nrissi_.,c_e o: Salt Lake City, Sat Lake County, Utah, as
follows: •
Section 1. That the City is authorized to finance
the costs of (i) acouiring a leasehold estate in the Hospital
Facility and (ii) acquiring and constructing additional capital
improvements to the Hospital Facility, including the costs of
capitalizing a portion of the interest on the Bonds and paying
expenses incidental to the issuance thereof, all pursuant to
the provisions of the Act.
Section. 2 That the City is authorized and dfreo7ed
to issae the Bonds in the aggregate principal amount of °_- ,
t� to de' _ ,.n_ 1, i9 , ., at SU_o
nC
not exceeding e'_g'.--- and one q��__`ar Ter cent ( -1/". . =
and to ..Future or. June 1 of such year or years not later than
1C^_ as stall be fixed by resolution to be hereafter adopted
at the time of tne sale of the Bonds, said interest to to payable
scot annually en the first days of June and December of each year
con^eoc_ng December 2 , 11-,78. The Bonds shall be in substantially
the following form:
-9-
(Form.of Series 1978 Coupon Bond)
UNITED STATES OF AMERICA
STATE OF UTAH
BALT LAKE COUNTY,
SALT LAKE CITY
HOSPITAL REVENUE BOND, SERIES 1978
(HOLY CROSS HOSPITAL PROJECT)
No. $5,000
FOR VALUE RECEIVED, SALT LAKE CITY, UTAH, a municipal
corporation of the State of Utah (the "City") hereby promises
to pay in lawful money of the United States of America to the
bearer, on June 1, 19 , unless this Bond shall be redeemable
and shall have previously been called for redemption and payment
of the redemption price made or provided for, but solely from
the rentals, revenues and moneys of the City pledged for the
payment hereof pursuant to the Indenture hereinafter mentioned
and not otherwise, upon surrender hereof, the principal sum
of FIVE THOUSAND DOLLARS ($5,000) , and to pay interest on such
principal amount in like manner, but solely from said rentals,
revenues and moneys aforesaid, from the date hereof at the rate
of per cent per annum, payable initially on
December 1, 1978 and thereafter on each subsequent June 1 and
December 1 until payment of such principal amount, or provision
therefor, shall have been made upon redemption or at maturity
but, with respect to interest accrued at or prior to maturity,
only upon presentation and surrender of the coupons for interest
hereunto appertaining as they severally mature. The principal
of and interest on this Bond and the premium, if any, payable
upon redemption, are payable at the office of [Name of Trustee) ,
in the City of , or at the principal office of
any successor trustee or other paying agent appointed under
the Indenture hereinafter mentioned.
This Bond is one of the first series of Bonds issued
under the hereinafter described Indenture in the aggregate
principal amount of $11,000,000 (hereinafter referred to as the
"Series 1978 Bonds") , for the purpose of providing funds to
acquire a leasehold estate in certain hospital facilities (the
"Hospital Facility") owned by HOLY CROSS HOSPITAL OF SALT LAKE
CITY, a Utah not for profit corporation (the "Hospital") , and
to pay for additional capital improvements to the Hospital
Facility.
-10-
The Hospital Facility has been leased to the City by the Hospital
pursuant to a Ground Lease dated as of June 1, 1978 and leased
back to the Hospital by the City pursuant to a Lease dated as of
June 1, 1978 (the "Lease"), executed copies of which instruments
are on file at the principal corporate trust office of the
Trustee hereinafter referred to.
The Series 1978 Bonds are all issued under and equally
and ratably secured and entitled to the security of a Trust
Indenture and Indenture of Mortgage dated as of
(the "Indenture") , duly executed and delivered by the City
to (NAME OF TRUSTEE), as Trustee (the "Trustee"). It is provided
in the Indenture that the City may hereafter issue Additional
Bonds (as defined in the Indenture) from time to time under certain
terms and conditions contained therein, and if issued, such
Additional Bonds will rank pari passu with the Series 1978 Bonds
unless such Additional Bonds are Subordinated Bonds (as defined in
the Indenture). Certain additional Funded Debt (as defined in the
Indenture) of the Hospital may also be placed on a parity with all
Bonds other than Subordinated Bonds in the manner and on the terms
and conditions set forth in the Indenture. Reference is made to the
Indenture and to all indentures supplemental thereto for the pro-
visions, among others, with respect to the nature and extent of the
security, the rights, duties and obligations of the City and the
Trustee, the rights of the holders of the Bonds, the issuance of
Additional Bonds and Subordinated Bonds and the terms on which
the Bonds are or may be issued and secured, and to all the pro-
visions of which the holder hereof by the acceptance of this Bond
assents.
This Bond and appurtenant coupons are fully negotiable
and shall pass by delivery, but this Bond may be registered as to
principal on the registration books of the City in the
principal office of the Trustee as Bond Registrar, upon presentation
hereof at such office and the notation of such registration endorsed
hereon by the Bond Registrar, and this Bond may thereafter be
transferred on such books at the written request of the registered
owner or by his duly authorized attorney, evidence of such transfer
to be in like manner endorsed hereon. Such transfer may be to
bearer, and thereby transferability by delivery shall be restored,
subject, however, to successive registrations and transfers as
before. The principal of this Bond, if registered, unless
registered to bearer, shall be payable only to or upon the order
of the registered owner or his legal representative. Interest
accruing on this Bond will be paid only on presentation and
surrender of the attached interest coupons as they respectively
become due, and registration of this Bond as to principal as
-aforesaid will not affect the transferability by delivery of such
coupons.
The Series 1978 Bonds are issuable as coupon Bonds, regis-
trable as to principal only, in the denomination of $5,000 and as
registered Bonds without coupons in denominations of $5,000 and any
authorized multiple thereof. Subject to the limitations and upon
payment of the charges provided in the Indenture, registered Bonds
without coupons may be exchanged for a like aggregate principal
-11-
•
amount of coupon Bonds of the same series and the same maturity,
bearing all unmatured coupons (and any matured coupons in default)
or for a like aggregate principal amount of registered Bonds
without coupons of the same series and the same maturity of other
authorized denominations, and coupon Bonds bearing all unmatured
coupons (and any matured coupons in default) may be exchanged
for a like aggregate principal amount of registered Bonds without
coupons of the same series and the same maturity of authorized
denominations.
The Series 1978 Bonds maturing on or after June 1, 1984
may be redeemed at the option of the City from unborrowed
funds on December 1, 1983 or on any interest payment date thereafter,
in whole or in part, in the inverse order of maturities by lot
within a maturity in such manner as may be designated by the
Trustee, at the principal amount of Series 1978 Bonds being
redeemed and accrued and unpaid interest to the redemption date
but without premium.
The Series 1978 Bonds maturing on or after June 1,
1989 may be redeemed at the option of the City from
borrowed funds on June 1, 1988, or on any interest payment date
thereafter, in whole or in part, in the inverse order of
maturities by lot within a maturity in such manner as may be
designated by the Trustee or for the purpose of refunding or
advance refunding, in whole but not in part, as provided in
the Indenture. Series 1978 Bonds, when so redeemable, are
redeemable at the principal amount of the Series 1978 Bonds
to be redeemed and accrued interest thereon to the date of
redemption with a premium equal to a percentage of the principal
amount of Series 1978 Bonds being redeemed determined in
accordance with the following schedule:
Redemption Period Premium
June 1, 1988 to and including June 1, 1989 2.5%
December 1, 1989 to and including June 1, 1990 2.0%
December 1, 1990 to and including June 1, 1991 1.5%
December 1, 1991 to and including June 1, 1992 1.0%
December 1, 1992 to and including June 1, 1993 0.5%
December 1, 1993 and thereafter None
The Series 1978 Bonds maturing on June 1, 2009 are
also subject to mandatory payment or redemption through the oper-
ation of the Bond Sinking Fund as provided in the Indenture, at
the principal amount of Bonds so to be redeemed plus accrued
interest thereon to the date of redemption, and without premium.
-12-
The Series 1978 Bonds may also be redeemed in whole on
any date or in part on the earliest possible interest payment date
in the event of damage to or destruction of the Hospital Facility
or any part thereof or condemnation of the Hospital Facility or any
part thereof both to the extent provided in the Indenture in the
inverse order of maturities by lot within a maturity in such manner
as may be designated by the Trustee at a redemption price of 100%
of the principal amount thereof plus accrued interest to the re-
demption date and without premium.
The Series 1978 Bonds are further subject to redemption
in whole on the earliest possible date in the event the Hospital
is required to operate the Hospital Facility contrary to certain
religious principles or in the event the Hospital believes there
is a threat it will be required to do so, at a redemption price
of 100% of the principal amount of Bonds to be redeemed plus
accrued interest to the date of redemption, plus a premium of 2%
of the principal amount of Bonds being redeemed in the case of
redemption owing to such a threat, all in the manner and subject
to the conditions set forth in the Indenture.
In the event any of the Bonds are called for redemption
as aforesaid, notice thereof identifying the Bonds to be redeemed
will be given by publication at least twice in a newspaper of
general circulation in Salt Lake City, Utah, printed in the
English Language, customarily published on each business day,
whether or not published on Saturdays, Sundays or holidays,
or in The Daily Bond Buyer, the first of which shall be published
not less than thirty days prior to the redemption date, and in
the case of redemption of Bonds at the time registered as to
principal (except to bearer) upon mailing a copy of the redemp-
tion notice by registered or certified mail at least thirty days
prior to the date fixed for redemption to the registered owner
of each Bond to be redeemed at the address shown on the registra-
tion books; provided, however, that failure to give such notice
by mailing, or any defect therein, shall not affect the validity
of any proceedings for the redemption of Bonds. If all of the
Bonds to be redeemed are at that time registered as to principal
(except to bearer) notice by mailing given by registered or
certified mail to the registered owner or owners thereof, at
their addresses shown on the registration books, not less than
thirty days prior to the date fixed for redemption shall be
sufficient and published notice of the call for redemption need
not be given. Any defect in any notice given by mailing to any
Bondholder shall not affect the validity of notice given by mailing
to other Bondholders. All Bonds so called for redemption will
cease to bear interest on the specified redemption date, provided
funds for their redemption are on deposit at the place of payment
at that time, and shall no longer be protected by the Indenture and
shall not be deemed to be outstanding under the provisions of the
Indenture. If, because of the temporary or permanent suspension
of the publication or general circulation of any newspaper or
financial journal or for any other reason, it is impossible or
impractical to publish such notice of call for redemption in the
manner herein provided, then such publication in lieu thereof as
shall be made with the approval of the Trustee shall constitute a
sufficient publication of notice.
-13-
This Bond and such other Bonds of the series of which
it forms a part, and the interest coupons appertaining hereto,
do not constitute nor give rise to a general obligation or
liability of the City or a charge against its general credit
or taxing powers. The City shall not be obligated to pay this
Bond or the interest hereon except from the rents, revenues
and other amounts derived from the leasing of the Hospital
Facility by the City pursuant to the Lease on deposit in the
Funds created by the Indenture and as otherwise provided in the
Indenture and the Lease, and neither the credit nor the taxing
power of the City or of the State of Utah or of any political
subdivision thereof is pledged to the payment of principal or
interest on this Bond. Pursuant to the provisions of the Lease,
rental payments for the prompt payment when due of the principal
of, premium, if any, and interest on the Bonds are to be paid by
the Hospital to the Trustee for the account of the City and
deposited in a special account as provided in the Indenture,
and such rental payments have been duly pledged for that purpose
and the rights of the City under the Lease have been assigned
to the Trustee, all to secure payment of such principal,
premium, if any, and interest.
The holder of this Bond shall have no right to enforce
the provisions of the Indenture or to institute action or enforce
the covenants therein, or to take any action with respect to any
event of default under the Indenture, or to institute, appear in
or defend any suit or other proceedings with respect thereto,
except as provided in the Indenture. In certain events, on the
conditions, in the manner and with the effect set forth in the
Indenture, the principal of all the Bonds issued under the
Indenture and then outstanding may become or may be declared due
and payable before the stated maturity thereof, together with
interest accrued thereon. Modifications or alterations of the
Indenture, or of any supplements thereto, may be made only to the
extent and in the circumstances permitted by the Indenture.
It is hereby certified that all conditions, acts and
things required to exist, happen and be performed under the
applicable laws of the State of Utah and under the Indenture
prior to the issuance of this Bond, exist, have happened and have
been performed, and that the issuance, authentication and delivery
of this Bond have been duly authorized by a duly adopted resolution
of the City. Pursuant to Section 11-17-13 of the Utah Industrial
Facilities Act, under and pursuant to which the Bonds are issued,
the City hereby includes the pledge and undertaking of the State
of Utah with the holders of the Bonds and with the Hospital and the
Trustee that the State will not alter, impair or limit the rights
thereby vested until the Bonds, together with applicable interest,
are fully met and discharged and all contracts relating to the
Bonds entered into by the City with the Hospital or the Trustee are
fully performed. The foregoing, however, shall not preclude such
alteration, impairment or limitation if and when adequate protection
shall be made by law for the protection of the holders of the Bonds
or the Trustee or the Hospital as parties to such contracts.
-14-
No recourse shall be had for the payment of the princi-
pal of or premium or interest on any of the Bonds or for any claim
based thereon or upon any obligation, covenant or agreement in the
Indenture contained, against any past, present or future officer
or Commissioner of the City, as such, either directly or through
the City or any successor corporation under any rule of law or
equity, statute or constitution or by the enforcement of any
assessment or penalty or otherwise, and all such liability of any
such officer or Commissioner, as such, is hereby expressly waived
and released as a condition of and consideration for the execution
of the Indenture and the issuance of any of the Bonds.
This Bond and the coupons appertaining hereto shall not
be valid or become obligatory for any purpose or be entitled to
any security or benefit under the Indenture until the certificate
of authentication hereon shall have been duly executed by the
Trustee.
IN WITNESS WHEREOF, SALT LAKE CITY, UTAH has caused
this Bond to be executed in its name and on its behalf by the manual
or facsimile signature of its Mayor and its seal to be hereunto
affixed manually or by facsimile and attested by the facsimile
or manual signature of its City Recorder, and coupons for
interest bearing the facsimile signature of its Mayor and City Re-
corder to be hereto attached, all as of the first day of June, 1978.
SALT LAKE CITY, UTAH
[SEAL)
ATTEST: By
Mayor
City Recorder
(Form of Trustee's Certificate of Authentication)
This Bond is one of the Bonds described in the within-
mentioned Trust Indenture and Indenture of Mortgage.
[NAME OF TRUSTEE] , as Trustee
By
Authorized Officer
-15-
(Form of Interest Coupon)
No. $
On , , unless the Bond hereinafter
mentioned shall have been duly called for previous redemption
and payment of the redemption price made or provided for, Salt
Lake City, Utah will pay to the bearer, but only out of the
rentals, revenues and moneys referred to in the Bond hereinafter
mentioned upon surrender hereof at the office of (NAME OF TRUSTEE],
in the City of , , the amount shown hereon, in lawful
money of the United States of America, bearing interest then due
on its Hospital Revenue Bond, Series 1978 (Holy Cross Hospital
Project) , dated June 1, 1978, No. .
SALT LAKE CITY, UTAH
By
Mayor
By
City Recorder
(Form of Certificate of Registration)
(NOTE: There must be no writing in the space below except by the
Trustee, as Registrar.)
Date of Name of Manner of Signature of .
: Registration : Registered Owner : Registration : Bond Registrar :
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Section 3. That the Bonds are to be issued in accord-
ance with and pursuant to the Ground Lease, the Lease and the
Indenture which are to be executed in substantially the same
form as Exhibits A, B and C hereto, respectively, copies of which
have been presented to the Board of Commissioners of the City at
the meeting at which this resolution is adopted and which are
also on file in the office of the City Recorder and may there be
examined during normal business hours by any interested person.
The Indenture provides for the issuance of the Bonds solely for
the purposes of paying the cost cf (i) acquiring a leasehold
interest in the Hospital Facility and (ii) acquiring and construc-
ting additional capital improvements to the Hospital Facility, and
for capitalizing a portion of the interest on the Bonds and paying
expenses incidental to the issuance of the Bonds. The Lease
provides for the payment of rentals in amounts and at times suf-
ficient to pay principal and interest on the Bonds, for certain
affirmative and negative covenants of the Hospital and the City
and for remedies in connection with the failure to perform certain
covenants thereunder. Recourse on the Bonds executed and delivered
by the City pursuant to the Indenture may be had only against the
security for the Bonds as provided therein and in the Indenture
Tr_ R are tc be secured solely bJ (i) it
assignment and mortgage under the Indenture, except as otherwise
specifically provided therein of (a) the Lease and all sums
payable thereunder, Ct) the Ground Lease and the leasehold estate
created thereby, (c) all moneys to be paid to the Trustee under
the Indenture and (d) all other revenues of the City derived from
the Hospital Facility and (ii) the Guaranty and the security
interests in equipment and accounts of the Hospital granted
thereby, sub,iect in each case to certain permitted encumbrances.
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Section 4. That the Lease provides that the Hospital
will cause the Project to be completed, with the Hospital to
have the right to requisition from the Trustee the proceeds of
the Bonds from time to time in accordance with the provisions of
the Indenture, and the Lease further provides that if the proceeds
of the Bonds are not sufficient to defray all costs of completing
the Project and all expenses incidental thereto, the Hospital
will pay all such excess costs and expenses and will complete
the Project without additional cost to the City.
Section 5. That the City is authorized and directed
tc execute and deliver the Ground Lease, the Lease and the
Indenture in substantially the respective forms thereof attached
hereto as Exhibits A, B and C and hereby approved.
7.7 .17 to . oecicc cur; . est.
created by the various documents herein contemplated the City is
authorized and directed to execute as debtor one or more financing
statements wherein the Trustee is the secured party covering the
Indenture and all other and further rights and interests pledged
acd assigned to the Trustee under the Indenture.
Section 7. That the Project and the leasehold interest
in the Hospital Facility, the costs of acquisition of which are
to be financed with the proceeds from the sale cf the Bonds, are
and will constitute hospital facilities as contemplated by the Act.
Section S. That the Board of Commissioners, having
made due investigation of the premises, hereby determines, on
the basis cf the representations of the Hospital as to the period
of construction of the Project and the need to capitalize interest
on the Bonds during the period of construction, that there shall
be included in the costs of the Project to be financed from Bond
proceeds interest on the Bonds for the construction period, all
as permitted in Section 11-17-8, Utah Code Annotated, 1953, as
amended.
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Section 9. That the Bonds, in substantially the form set
forth in the Indenture, are hereby approved in all respects, and
upon the adoption of the resolution confirming sale of the Bonds,
the Mayor and City Recorder are hereby authorized to execute
and attest,respectively, each of the Bonds and to affix the
seal of the City thereto. The Mayor and City Recorder and all
other proper officers and employees of the City are hereby author-
ized and directed to take all steps on behalf of the City to per-
form and discharge the obligations of the City under each of said
documents.
Section 10. That the Bonds shall be sold pursuant to
a resolution to be hereafter adopted. The resolution of sale
shall, among other things, specify -and fix:
(a) the interest rate or rates to be borne by the
Bonds, not to exceed eight and one quarter per cent per annum;
(b) the place or places of payment of the Bonds;
(c) the name of the Trustee and each paying agent
under the Indenture;
(d) the date or dates of maturity of the Bonds;
(e) provisions for prior redemption of the Bonds,
whether by operation of the sinking fund provided in the
Indenture or otherwise; and
(f) the price at which the Bonds shall be sold,
which price shall be not less than 97.200 of the agre-
gate principal amount of the Bonds.
The resolution of sale shall confirm the sale to the
purchasers thereof, shall authorize execution of an underwriting
agreement with such purchasers and the Hospital by the Mayor and
City Recorder, and shall direct the execution and delivery on
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behalf of the City to the Trustee of the documents contemplated
to be executed and delivered by the City and filed with the
Trustee in Section 206 of the Indenture.
Section 11. That immediately after its passage, this
resolution shall be signed by the Mayor, attested by the City
Recorder, shall be recorded in a book kept by the City Recorder
for that purpose, and shall be published one time in a newspaper
printed and published and of general circulation in the City.
For a period of thirty (30) days from the date of such publica-
tion, any person in interest may file suit in any court of ccr:-
patent jurisdiction to contest the regularity, formality or
legality of the proceedings authorizing the Bonds, or the legal-
ity of this resolution and its provisions or of the Bonds and
the provisions securing the Bonds. After the expiration of such
thirty (30) day period, no one shall have any right of action
to contest the validity of the Bonds, such proceedings, this
resolution, or the validity of the pledges and covenants made in
such proceedings, this resolution and the Bonds, and the provis-
ions for payment of the Bonds shall be conclusively presumed to
be legal, and no court shall thereafter have authority to inquire
into such matters.
Section 12. That the provisions of this resolution
are hereby declared to be separable and if any section, phrase
or provision shall for any reason be declared to be invalid,
such declaration shall not affect the validity of the remainder
of the sections, phrases and provisions.
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Section la. That pursuant to Section 11-17-13, Utah
Code Annotated, 1953, the City includes herein the pledge and
undertaking of the State of Utah that the State of Utah will not
later impair or limit the rights vested hereunder or in the
Bonds, the Ground Lease, the Lease, the Indenture, or any of
the documents contemplated hereby until the Bonds, together with
all interest thereon, have been fully paid and discharged and
all obligations of the City thereunder and under the Ground Lease,
the Lease and the Indenture are fully performed.
Section 111. That all ordinances, resolutions and
reE.iations or parts thereof heretofore adopted or passed which
are in conflict with any of the provisions of this resolution are,
to the extent of such conflict, hereby repealed.
Section 1e, That this resolution be and the same is
hereby declared effective immediately upon its passage and
apbroval.
Passed this 20th day of July , 1978.
ATI:rived this 20th day of July , 1978.
Mayor
Cis Recorder
(Other business not pertinent to the above appears
in the minutes. )
Pursuant to motion duly made and carried, the meeting
was adjourned.
Mayor
Attest :
>f/ Jg.ki/P �1 4r�i�'✓�,
City Recorder /
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EXHIBIT A
GROUND LEASE
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EXHIBIT B
LEASE
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EXHIBIT C
INDENTURE
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STATE OF UTAH
COUNTY OF SALT LAKE )
This is to certify that I, the undersigned, am the
duly qualified and acting City Recorder of Salt Lake City,
Salt Lake County, Utah, and as such official. I do hereby certify
that attached hereto is a true and correct copy of the minutes
of a regular public meeting of the Board of Commissioners of
Salt Lake City held on July 20 , 1978, and of a resolution
adopted at said meeting, as said minutes and resolution are
officially of record in my possession.
IN WITNESS WHEREOF, I have hereunto affixed my
official signature and impressed hereon my official seal this
20th day of July, 1978.
!4-6c1�.2GG� ay /Vu ' Li tt�zt�
City Recorder
[SEAL]
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