Loading...
HomeMy WebLinkAbout084 of 1989 - Special Assessment Bonds Series 1989 - Concrete Replacement Special Improvement District No. 40-R-13BD9626 121 -I �, �f $ /gAq��7 3V?,>DUA) Salt Lake City, Utah June 13, 1989 The City Council (the "Council") of Salt Lake City, Utah County, Utah, (the "Issuer") met in regular session on Tuesday, the 13th day of June, 1989, at 6:00 p.m. at its meeting place at 451 South State Street, Salt Lake City, Utah. The following members of the Council were present: W. M. "Willie" Stoler Chair Alan Hardman Vice Chair Thomas M. Godfrey Councilmember Roselyn N. Kirk Councilmember L. Wayne Horrocks Councilmember Sydney Reed Fonnesbeck Councilmember Florence B. Bittner Councilmember Also present: Palmer A. DePaulis Mayor Kathryn Marshall City Recorder Roger Cutler City Attorney Absent: None After the meeting had been duly called to order and the minutes of the preceding meeting approved, and after other matters not pertinent to this resolution had been discussed, the City Recorder presented to the Council a Certificate of Compliance With Open Meeting Law with respect to this June 13, 1989 meeting, a copy of which is attached hereto as Exhibit "A". Whereupon the following Resolution was introduced in written form and pursuant to motion made by Councilmember Kirk and seconded by Councilmember Hardman, was fully discussed and adopted by the following vote: AYE: W. M. "Willie" Stoler Alan Hardman Thomas M. Godfrey Roselyn N. Kirk L. Wayne Horrocks Sydney Reed Fonnesbeck Florence B. Bittner NAY: None The Resolution was thereupon signed by the Chairperson in open meeting and is as follows: RESOLUTION NO. 84 OF 1989 A RESOLUTION AUTHORIZING THE ISSUANCE AND PROVIDING FOR THE SALE OF SALT LAKE CITY, SALT LAKE COUNTY, UTAH $650,000 SPECIAL ASSESSMENT BONDS, SERIES 1989, CONCRETE REPLACEMENT SPECIAL IMPROVEMENT DISTRICT NO. 40-R-13 ( THE "BONDS") PROVIDING FOR PRICING AND TERMS OF THE BONDS, PRESCRIBING THE FORM OF BONDS, THE MATURITY AND DENOMINATION OF SAID BONDS; PROVIDING FOR THE CONTINUANCE OF A GUARANTY FUND; AUTHORIZING AND APPROVING THE FORM OF A BOND PURCHASE AGREEMENT AND THE OFFICIAL STATEMENT, AND RELATED MATTERS. WHEREAS, the City Council (the "Council") of Salt Lake City, Salt Lake County, Utah (the "Issuer"), has heretofore adopted proceedings for the construction of improvements in BD9626 2 Salt Lake City, Salt Lake County, Utah, Concrete Replacement Special Improvement District No. 40-R-13 (the "District"), and has adopted and approved the Ordinance of the District confirming the assessment roll for such improvements on the 2nd day of May, 1989; and WHEREAS, notice of assessments to property owners in the District has been published in accordance with the requirements of the laws of the State of Utah and the ordinances of the Issuer, and notice of assessment has been mailed by the City Treasurer and to all the owners of property assessed in the District; and WHEREAS, the total cost of the improvements was approximately $1,162,602.86 of which the Issuer's portion was $425,414.13 that during the cash payment period following the effective date of the Ordinance levying the assessment, property owners in the District have paid $86,347.00 on the principal of their assessments, leaving an amount to be paid through the issuance of bonds or from funds provided by the Issuer of $650,000 (rounded down to the nearest $1,000); WHEREAS, First Security Bank of Utah, N.A. of Salt Lake City, Utah ("First Security") has indicated its interest in purchasing the Bonds in the total principal amount of $650,000, plus accrued interest to the date of delivery, upon the terms and conditions as herein set forth and in accordance with the Bond Purchase Agreement, the form of which is set forth as Exhibit "B" hereto; and WHEREAS, the Council has determined that it is in the best interest of the Issuer to accept the offer of First Security for the purchase of the Bonds and to award the sale of the Bonds to First Security; and WHEREAS, the Issuer has negotiated and agreed upon the pricing provisions and and interest rate terms of the Bonds: NOW, THEREFORE, Be It Resolved by the City Council of Salt Lake City, Salt Lake County, Utah: BD9626 3 ARTICLE I DEFINITIONS; AUTHORITY 1.01 Definitions. As used in this Bond Resolution, unless the context shall otherwise require, the following terms shall have the following meanings: "Act" means the Utah Municipal Improvement District Act, Chapter 16, Title 10, Utah Code Annotated 1953, as amended. "Allocable Portion" means the amount of the Guaranty Fund that is allocable to the Bonds according to (i) the proportion that the original face amount of the Bonds bears to the aggregate of the original face amounts of the Bonds and all other outstanding Special Improvement Bonds, or (ii) any other method of allocation specifically approved in writing by nationally recognized bond counsel to the effect that the use of such method will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. "Bond Purchase Agreement" means the Bond Purchase Agreement to be dated June f�; , 1989 between the Issuer and First Security, in the form attached hereto as Exhibit "B", pursuant to which the Bonds are to be sold by the Issuer to First Security. "Bondholder" or "Holder" means the registered owner of any Bond as shown in the registration books of the Issuer kept by the Bond Registrar for such purpose. "Bond Registrar" means each Person appointed by the Issuer as bond registrar and agent for the transfer, exchange and authentication of the Bonds. Pursuant to Sections 2.05 and 3.05 hereof the initial Bond Registrar for the Bonds is Zions First National Bank, One South Main Street, Salt Lake City, Utah 84111, or its successors. "Bond Resolution" means this Resolution of the Issuer adopted on June 13, 1989, authorizing the issuance and sale of the Bonds. "Bonds" means the Bonds of the Issuer authorized by this Bond Resolution. "Code" means the Internal Revenue Code of 1986, as amended. BD9626 4 "District" means the Salt Lake City, Salt Lake County, Utah Concrete Replacement Special Improvement District No. 40-R-13. "First Security" means First Security Bank of Utah, N.A. "Government Obligations" means direct obligations of the United States of America, or other securities, the principal of and interest on which are unconditionally guaranteed by the United States of America. "Gross Proceeds" means the gross proceeds of the Bonds as described in Section 148(f)(6)(B) of the Code. "Guaranty Fund" means the Special Improvement Guaranty Fund established by the Issuer to secure timely payment of all special assessment bonds issued by the Issuer pursuant to the Act. "Issuer" means Salt Lake City, Salt Lake County, Utah. "Paying Agent" means each Person appointed by the Issuer as paying agent with respect to the Bonds. Pursuant to Sections 2.05 and 3.05 hereof the initial Paying Agent for the Bonds is Zions First National Bank, One South Main Street, Salt Lake City, Utah 84111, or its successors or assigns. "Person" means natural persons, firms, partnerships, associations, corporations, trusts, public bodies and other entities. "Qualified Investments" means any of the following: (i) demand deposits and time certificates of deposit of federally insured depositories of the State of Utah, (ii) Government Obligations, or (iii) repurchase agreements with any federally insured bank or savings and loan association in the State of Utah, acting as principal or agent, for securities of the United States of America or other evidences of indebtedness of like quality. BD9626 5 "Record Date" means (a) in the case of each interest payment date, the Bond Registrar's close of business on the fifteenth day immediately preceding such interest payment date, and (b) in the case of each redemption, such record date as shall be specified by the Bond Registrar in the notice of redemption required by Section 2.06 hereof, provided that such record date shall be not less than 15 calendar days before the mailing of such notice of redemption. "Recorder" means the City Recorder of the Issuer. "Special Assessment Fund" means the Special Assessment Fund defined in Section 4.03 hereof. "Special Assessment Fund Matching Amount" means the amount on deposit in the Special Assessment Fund which will be depleted at least once each year to pay debt service on the Bonds plus a reasonable carryover amount not to exceed the greater of (i) one year's earnings on such amount of the Special Assessment Fund, or (ii) one -twelfth of the annual debt service on the Bonds. "Special Improvement Bonds" means bonds issued by the Issuer pursuant to the Act, and as defined in Section 10-16-3(5) of the Act. "Special Improvement Districts" means districts created within the Issuer pursuant to the Act and as defined in Section 10-16-3(3) of the Act. "Tax -Exempt Obligations" means obligations of any state, territory or possession of the United States, or any political subdivision of any of the foregoing, or of the District of Columbia, which are described in, and the interest on which is excludible from gross income for federal income tax purposes under Section 103(a) of the Code, and stock of any 'qualified regulated investment company investing in tax-exempt bonds, which stock is not treated as investment property according to the terms of Internal Revenue Service Notice 87-22 or any successor thereto; provided, however, that such obligations and such tax-exempt bonds in which such investment company invests are not specified private activity bonds as defined in Section 57(a)(5)(C) of the Code. "Treasurer" means the City Treasurer of the Issuer. BD9626 6 "Underwriter" means First Security Bank of Utah, N.A. "Unrestricted Portion of Bond Proceeds" means an amount of Gross Proceeds of the Bonds equal to the sum of (i) 10% of the proceeds of the Bonds, plus (ii) the lesser of (A) 5% of the proceeds of the Bonds, or (B) $100,000. The terms "hereby," "hereof," "hereto," "herein," "hereunder," and any similar terms as used in this Bond Resolution, refer to this Bond Resolution. 1.02 Authority for Bond Resolution. This Bond Resolution is adopted pursuant to the provisions of the Act. BD9626 7 ARTICLE II AUTHORIZATION, TERMS AND ISSUANCE OF BONDS 2.01 Authorization of Bonds, Principal Amount Designation and Series. In accordance with and subject to the terms, conditions and limitations established in this Bond Resolution, a series of Special Assessment Bonds of the Issuer is hereby authorized to be issued in the aggregate principal amount of $650,000. Such series of bonds shall be designated "Salt Lake City, Salt Lake County, Utah Special Assessment Bonds, Series 1989, Concrete Replacement Special Improvement District No. 40-R-13." The Bonds shall be issued in fully registered form only, without coupons. 2.02 Purpose. The Bonds are hereby authorized to be issued for the purpose of (a) reimbursing the Issuer for costs advanced for the removal and reconstruction of curb, gutter, sidewalks, driveways, appurtenances, and all other miscellaneous work necessary to complete the improvements in a proper workmanlike manner, and (b) retiring any outstanding interim warrants, and (c) paying issuance expenses incurred in connection with the issuance of the Bonds. 2.03 Bond Details. The Bonds will be dated July 1, 1989, and will mature on July 1 in the following years and amounts and will bear interest at the following rate or rates: Interest Maturity Amount Rate (July 1) 1990 $ 130,000 9.00% 1991 130,000 8.60 1992 130,000 7.50 1993 130,000 7.50 1994 130,000 7.50 TOTAL $ 650,000 The Bonds shall bear interest payable annually beginning on July 1, 1990 and continuing thereafter on July 1 of each year by check or draft mailed to the registered owners of record of the Bonds. Each Bond shall accrue interest from the interest payment date next preceding the date on which it is authenticated, unless (a) it is authenticated before the first interest payment date following the initial delivery of Bonds, in BD9626 8 which case interest shall accrue from their initial delivery date, or (b) if any Bond is authenticated on an interest payment date, in which case interest shall accrue from such interest payment date; provided that if at the time of authentication of any Bond, interest is in default, such Bond shall accrue interest from the date to which interest has been paid. The Bonds shall bear interest on overdue principal at the aforesaid respective rates. 2.04 Denominations and Numbers. Subject to the provisions of Section 4.01 hereof, the Bonds shall be issued as fully registered bonds, without coupons, in the denomination of $1,000, or any integral multiples thereof. The Bonds shall be numbered with the letter prefix "R" and shall be numbered from one (1) consecutively upwards in order of issuance. 2.05 Paying Agent and Bond Registrar. The Issuer may remove any Paying Agent and any Bond Registrar, and appoint a successor or successors thereto. The Issuer shall submit to the Paying Agent or Bond Registrar, as the case may be, a notice of such removal at least 30 days prior to the effective date of such removal, and shall specify the date on which such removal shall take effect. Such removal shall take effect on the date that each successor Paying Agent and Bond Registrar shall signify its acceptance of the duties and obligations imposed upon it by the Bond Resolution by executing and delivering to the Issuer a written acceptance thereof. The principal of, premium, if any, and interest on the Bonds shall be payable in any coin or currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts. Principal of and premium, if any, on the Bonds shall be payable when due to the Holder of each Bond at the principal office of the Paying Agent. Payment of interest on each Bond shall be made to the person which, as of the Record Date, is the Holder of the Bond and shall be made by check or draft mailed to the Person which, as of the Record Date, is the Holder of the Bond, at the address of such Holder as it appears on the registration books of the Issuer kept by the Bond Registrar, or at such other address as is furnished to the Bond Registrar in writing by such Holder on or prior to the Record Date. 2.06 Optional Redemption and Redemption Price. The Bonds are not subject to optional redemption prior to maturity. BD9626 9 2.07 Sale of the Bonds. (a) Approval is hereby granted for the sale and delivery of the Bonds to First Security at an aggregate price of at least $650,000, plus accrued interest to the date of delivery, at a purchase price of 100% plus interest at rates as set out in Section 2.03 hereof, and as set forth in the Bond Purchase Agreement. To evidence the acceptance of the Bond Purchase Agreement, the Mayor of the Issuer is hereby authorized to execute and deliver, and the City Recorder of the Issuer to seal and attest, the Bond Purchase Agreement in substantially the form set out as Exhibit "B" which is attached hereto. (b) The form of the Official Statement of the Issuer in substantially the form attached hereto as Exhibit "C". with such changes, insertions and revisions as the Mayor of the Issuer shall approve, is hereby approved and the Mayor of the Issuer shall execute and deliver the Official Statement to First Security for distribution to prospective purchasers of the Bonds and other interested persons. The approval of the Mayor of the Issuer of any such changes, omissions, insertions and revisions shall be conclusively established by said Mayor's execution of the final Official Statement. 2.08 Execution of the Bonds. The Bonds shall be executed on behalf of the Issuer by the Mayor of the Issuer and attested by the City Recorder of the Issuer (the signatures of said Mayor and City Recorder being either manual and/or by facsimile) and the corporate seal of the Issuer or a facsimile thereof shall be impressed or imprinted thereon. The use of such facsimile signatures of said Mayor and City Recorder and such facsimile of the seal of the Issuer on the Bonds are hereby authorized, approved and adopted by the Issuer as the authorized and authentic execution, attestation and sealing of the Bonds by said officials. The Bonds shall then be delivered to the Bond Registrar for manual authentication by it. The Certificate of Authentication shall be substantially in the form provided in Section 5.01 hereof. Only such of the Bonds as shall bear thereon a Certificate of Authentication, manually executed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this Bond Resolution, and such certificate of the Bond Registrar shall be conclusive evidence that the Bonds so certified have been duly registered and delivered under, and are entitled to the benefits of, this Bond Resolution and that the Holder thereof is entitled to the benefits of this Bond Resolution. BD9626 10 The Certificate of Authentication of the Bond Registrar on any Bond shall be deemed to have been executed by it if (a) such Bond is signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the Certificate of Authentication on all of the Bonds issued hereunder or that all of the Bonds hereunder be certified as registered by the same Bond Registrar, and (b) the date of authentication of the Bond is inserted in the place provided therefor on the Certificate of Authentication. The Mayor and City Recorder of the Issuer are authorized to execute, attest and seal from time to time, in the manner described above, Bonds (the "Exchange Bonds") to be issued and delivered for the purpose of effecting transfers and exchanges of Bonds pursuant to Article II hereof. At the time of the execution, attestation and sealing of the Exchange Bonds by the Issuer, the payee, principal amount, CUSIP number, if any, maturity and interest rate shall be in blank. Upon any transfer or exchange of Bonds pursuant to Article III hereof, the Bond Registrar shall cause to be inserted in appropriate Exchange Bonds the appropriate payee, principal amount, maturity and interest rate. The Bond Registrar is hereby authorized and directed to hold the Exchange Bonds, and to complete, certify as to registration and authenticate (if applicable) and deliver the Exchange Bonds, for the purpose of effecting transfers and exchanges of Bonds; provided that any Exchange Bonds registered, authenticated (if applicable) and delivered by the Bond Registrar shall bear the same series, maturity and interest rate as Bonds delivered to the Bond Registrar for exchange or transfer, and shall bear the name of such payee as the Bondholder requesting an exchange or transfer shall designate; and provided further that upon the delivery of any Exchange Bonds by the Bond Registrar a like principal amount of Bonds submitted for transfer or exchange, and of like series and having like maturities and interest rates, shall be canceled. The execution, attestation and sealing by the Issuer and delivery to the Bond Registrar of any Exchange Bond shall constitute full and due authorization of such Bond containing such payee, principal amount, maturity and interest rate as the Bond Registrar shall cause to be inserted, and the Bond Registrar shall thereby be authorized to authenticate and deliver such Exchange Bond in accordance with the provisions hereof. In case any officer whose signature or a facsimile of whose signature shall appear on any Bond (including any Exchange Bond) shall cease to be such officer before the issuance or delivery of such Bond, such signature or such facsimile shall nevertheless be valid and sufficient for all BD9626 11 purposes, the same as if such officer had remained in office until such issuance or delivery, respectively. 2.09 Delivery of Bonds. The Bonds shall be delivered to First Security at such time and place as provided in, and subject to, the provisions of the Bond Purchase Agreement. The Treasurer of the Issuer is hereby instructed to make delivery of the Bonds to First Security and to receive payment therefor in accordance with the terms of the Bond Purchase Agreement. 2.10 Further Authority. The Mayor and the City Recorder of the Issuer and other officers of the Issuer are, and each of them is, hereby authorized to do or perform all such acts and to execute all such certificates, documents and other instruments as may be necessary or advisable to provide for the issuance, sale, registration and delivery of the Bonds. BD9626 12 ARTICLE III TRANSFER AND EXCHANGE OF BONDS; BOND REGISTRAR 3.01 Transfer of Bonds. (a) Any Bond, may, in accordance with its terms, be transferred, upon the registration books kept by the Bond Registrar pursuant to Section 3.03 hereof, 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 Bond Registrar, duly executed. No transfer shall be effective until entered on the registration books kept by the Bond Registrar. The Issuer, the Bond Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Bond 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. (b) Whenever any Bond or Bonds shall be surrendered for transfer, the Bond Registrar shall authenticate and deliver a new fully registered Bond or Bonds (which may be an Exchange Bond or Bonds pursuant to Section 2.08 hereof) of the same series, designation, maturity and interest rate and of authorized denominations duly executed by the Issuer, for a like aggregate principal amount. The Bond Registrar shall require the payment by the Bondholder requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer. With respect to each Bond, no such transfer shall be required to be made (i) after the Record Date with respect to any interest payment date to and including such interest payment date, or (ii) after the Record Date with respect to any redemption of such Bond. (c) The Issuer shall not be required to register the transfer of or exchange any Bond selected for redemption in whole or in part, except the unredeemed portion of Bonds being redeemed in part. Upon surrender of any Bond redeemed in part only, the Issuer shall execute and the Bond Registrar shall authenticate and deliver to the Bondholder, at the expense of the Issuer, a new Bond or Bonds (which may be an Exchange Bond or Bonds pursuant to Section 2.08 hereof) of the same series, designation, maturity and interest rate and of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bond surrendered. BD9626 13 3.02 Exchange of Bonds. Bonds may be exchanged at the principal corporate trust office of the Bond Registrar for a like aggregate principal amount of fully registered Bonds (which may be an Exchange Bond or Bonds pursuant to Section 2.08 hereof) of the same series, designation, maturity and interest rate of other authorized denominations. The Bond Registrar shall require the payment by the Bondholder requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. With respect to each Bond, no such exchange shall be required to be made (i) after the Record Date with respect to any interest payment date to and including such interest payment date, or (ii) after the Record Date with respect to any redemption of such Bond. 3.03 Bond Registration Books. This Bond Resolution shall constitute a system of registration within the meaning and for all purposes of the Registered Public Obligations Act, Chapter 7 of Title 15, Utah Code Annotated 1953, as amended. The Bond Registrar shall keep or cause to be kept, at its principal office, sufficient books for the registration and transfer of the Bonds, which shall at all times be open to inspection by the Issuer; and, upon presentation for such purpose, the Bond Registrar shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Bonds as herein provided. 3.04 List of Bondholders. The Bond Registrar shall maintain a list of the names and addresses of the Holders of all Bonds and upon any transfer shall add the name and address of the new Bondholder and eliminate the name and address of the transferor Bondholders. 3.05 Duties of Bond Registrar. If requested by the Bond Registrar, the Mayor and City Recorder of the Issuer are authorized to execute the Bond Registrar's standard form of agreement between the Issuer and the Bond Registrar with respect to the compensation, obligations and duties of the Bond Registrar hereunder which may include the following: (a) to act as bond registrar, authenticating agent, paying agent, and transfer agent as provided herein; (b) to maintain a list of Bondholders as set forth herein and to furnish such list to the Issuer upon request, but otherwise to keep such list confidential; BD9626 14 (c) to give notice of redemption of Bonds as provided herein; (d) to cancel and/or destroy Bonds which have been paid at maturity or upon earlier redemption or submitted for exchange or transfer; (e) to furnish the Issuer at least annually a certificate with respect to Bonds canceled and/or destroyed; and (f) to furnish the Issuer at least annually an audit confirmation of Bonds paid, Bonds outstanding and payments made with respect to interest on the Bonds. BD9626 15 ARTICLE IV COVENANTS AND UNDERTAKINGS 4.01 Covenants of Issuer. All covenants, statements, representations and agreements contained in the Bonds, and all recitals and representations in this Bond Resolution are hereby considered and understood and it is hereby resolved that all said covenants, statements, representations and agreements of the Mayor, are the covenants, statements, representations and agreements of the Issuer. - 4.02 Ratification of Prior Proceedings. All the proceedings heretofore taken and adopted for the creation of the District and for the construction of improvements therein and the assessment of a part of the cost of constructing such improvements on and against the private properties in the District shall be and the same are hereby ratified, approved, and confirmed. No assessment will exceed the benefit to be derived from the improvements by the piece of property assessed, and no parcel of property will bear more than its proportionate share of the cost of the improvements to be made. 4.03 Levy and Collection of Assessments. The Treasurer shall be and is hereby authorized and empowered, and it shall be his/her duty to receive and collect all assessments levied to pay the cost of said improvements of the District, the installments thereon, the interest thereon, and the penalties accrued, including without limiting the generality of the foregoing, the whole of the unpaid principal, interest and penalties accrued which become due and payable immediately because of the failure to pay any installment whether of principal or interest, when due, and to pay and disburse such payments to the person or persons lawfully entitled to receive the same in accordance with the laws of the State of Utah and all the ordinances and resolutions of the Issuer heretofore or to be hereafter adopted. All moneys constituting the payment of assessments pursuant to the assessment ordinance adopted on May 2, 1989, including interest thereon, shall be placed in a regular fund to be designated "Special Assessment Fund (or the Special Improvement Debt Service Fund) of Salt Lake City, Salt Lake County, Utah Special Assessment Bonds, Series 1989 Concrete Replacement Special Improvement District No. 40-R-13 (the "Special Assessment Fund"), and shall be used for the purpose of paying the principal of and the interest on the Bonds of the District and for no other purpose BD9626 16 whatsoever, and as security for such payment, said fund is hereby pledged. 4.04 Investment of Funds. Moneys deposited in the Special Assessment Fund and Guaranty Fund may be invested in Qualified Investments, provided, however, that any moneys remaining in the Special Assessment Fund for more than twelve (12) months may be so invested only upon the Treasurer obtaining an opinion of nationally recognized municipal bond counsel to the effect that such investment will not adversely affect the exclusion from federal income taxes of interest on and of the Bonds, all in accordance with Section 103(c) of the Internal Revenue Code and the regulations promulgated thereunder. 4.05 Guaranty Fund. The provisions of Section 10 of the Assessment Ordinance adopted and approved by the Issuer on the 2nd day of May, 1989, in reference to the Guaranty Fund is hereby readopted and the Issuer agrees with the holder of the Bonds herein authorized that it will, until the payment of the Bonds in full and the interest thereon has been paid, provide amounts to be transferred to the Guaranty Fund equal each year to such amount as a tax levy of .0002 on all property within the Issuer will produce until the Guaranty Fund is equal to not less than forty percent (40%) of the amount of all outstanding improvement bonds of all regular improvement districts of the Issuer issued prior to March 30, 1981, and twenty-five percent (25%) of the amount of all outstanding improvement bonds of all regular improvement districts of the Issuer and thereafter, the Issuer will transfer to such fund such amounts at least yearly as may be required to maintain or replenish such Fund to such percentage. The Guaranty Fund shall be maintained separate and apart from other municipal funds and shall be used and applied only as provided by the laws of the State of Utah. Moneys deposited in the Guaranty Fund shall be invested in such manner as to comply with Section 17-7-31(3)(c) of the Act and Section 148 of the Code and the Issuer hereby covenants to maintain such books and records and to account for all moneys deposited in the Guaranty Fund with respect to the Bonds so as to insure that such moneys shall not be invested at a yield in excess of the yield on the Bonds as applicable. 4.06 Insufficiencies in Special Assessment Fund. Should there be insufficient money in the Special Assessment Fund to pay all of the interest falling due at one time and the principal amount thereof due, the interest and principal shall be paid from the Guaranty Fund on a parity basis to the extent that there is sufficient money in the Guaranty Fund for this purpose, and the Bonds are payable exclusively BD9626 17 from the regular assessments levied for said purpose and the Guaranty Fund. 4.07 Lien of Assessment. The assessments, any interest accruing on the assessments and the penalties and costs of collection of the assessment shall continue to constitute and are hereby declared to be a lien against the properties upon which the assessment is levied within the District from and after May 17, 1989, the date on which the ordinance levying the regular assessments became effective, which lien shall be superior to the lien of any trust deed, mortgage, mechanic's or materialman's lien, or other encumbrance, and shall be equal to and on a parity with the lien for general property taxes. Such lien shall continue until the assessment and any interest, penalties, and costs thereon are paid, notwithstanding any sale of the property for or on account of a general property tax, regular tax, other assessment, or the issuance of a tax deed, an assignment of interest by the county, or a sheriff's certificate of sale or deed. 4.08 Deposit of Funds. The Funds hereinabove referred to shall be kept separate and apart from each other and from any other funds of the Issuer and shall, from time to time as they are accumulated, be deposited in such bank or banks as are designated as depositories of public monies for funds of the Issuer under the depository laws of the State of Utah for the deposit of public funds. 4.09 Default in Payment of Assessments. Default in the payment of any installment of principal or interest of the assessments levied pursuant to the Assessment Ordinance adopted by the Issuer on May 2, 1989 when due, may at the election of the Issuer, cause the whole of the unpaid principal or interest to become due and payable immediately and the whole amount of the unpaid principal shall thereafter draw interest at the rate of 18% per annum until paid. In addition, costs and expenses of collection may be added to the delinquent installments. The Issuer covenants and agrees that it will proceed with due diligence to collect delinquent payments plus collection costs. It may place in operation the procedure necessary to provide for a tax sale of all delinquent property in accordance with the ordinances of the Issuer or in the manner provided by Chapter 10, Title 59, Utah Code Annotated 1953, as amended for the sale of property for delinquent general property taxes as provided in Section 16-16-24 of the Act. In lieu of the tax sale enforcement remedy, the Issuer may provide for the summary sale of any property assessed after a delinquency shall have occurred in the payment of BD9626 18 any assessment or part or installment of it. The sale shall be in the manner provided for actions to foreclose mortgage liens or trust deeds, except that if at the sale no person or entity shall bid and pay the Issuer the amount due on the assessment plus interest and costs, the property shall be deemed sold to the Issuer for these amounts. The Issuer shall be permitted to bid at the sale. The proceeds from the sale of any property sold will be placed in the Special Assessment Fund. The remedies provided in this section for the collection of assessments and the enforcement of liens and any other remedies available under law to the Issuer shall be deemed and construed to be cumulative and the use of any one method or means of collection or enforcement shall not deprive the Issuer of the use of any other method or means and that the proceeds from the sale of any property sold will be placed in the Special Assessment Fund hereinabove referred to. 4.10 Bonds in Registered Form. The Issuer recognizes that Section 149 of the Code requires the Bonds to be issued and to remain in fully registered form in order that interest thereon is exempt from federal income taxation under laws in force at the time the Bonds are delivered. In this connection, the Issuer agrees that it will not take any action to permit the Bonds to be issued in, or converted into, bearer or coupon form. 4.11 Tax Covenants. (a) The Mayor and the Recorder are hereby authorized and directed to execute such certificates as shall be necessary to establish that the Bonds are not "arbitrage bonds" within the meaning of Section 148 of the Code and the Treasury Regulations promulgated or proposed thereunder, including Treasury Regulation Sections 1.103-13, 1.103-14, 1.103-15 and 1.103-15AT 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 Bondholders and the Beneficial Owners of the Bonds that no use will be made of the proceeds of the issue and sale of the Bonds, or any funds or accounts of the Issuer which may be deemed to be Gross Proceeds of the Bonds, which use, if it had been reasonably expected on the date of issuance of the Bonds, would have caused the 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 the Bonds with the requirements of Sections 103 through 150 of BD9626 19 the Code and the regulations proposed or promulgated thereunder. The Issuer further represents and covenants that no bonds or other evidences of indebtedness of the Issuer have been or will be issued, sold or delivered within a period beginning 31 days prior to the sale of the Bonds and ending 31 days following the delivery of the Bonds. (b) The Issuer hereby covenants and agrees to determine the Allocable Portion of the Guarantee Fund allocable to the Bonds upon the occurrence of each of the following events: (i) upon the date of issuance of the Bonds; (ii) when the size of the Guaranty Fund increases as a result of either (A) deposits into the Guaranty Fund, or (B) earnings credited to the Guaranty Fund; (iii) when the last bond of any outstanding issue of Special Improvement Bonds is retired; and (iv) when new Special Improvement Bonds are issued by the Issuer. The amount of such Allocable Portion, if any, which exceeds the Unrestricted Portion of Bond Proceeds will, immediately upon such determination of such Allocable Portion, be invested at a yield not exceeding the yield on the Bonds or in Tax -Exempt Obligations. For this purpose, proceeds of and yield on the Bonds shall be based upon the first price at which a substantial amount (not less than 10%) of the principal amount of the Bonds are sold to the public or final purchasers (not including bond houses or brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers). Yield on the Bonds and on the investment of proceeds thereof shall be calculated in the manner provided in Treasury Regulation Section 1.103-13(c) and Section 148(h) of the Code, and the provisions therein will be complied with in all respects. Thus, generally, yield means that percentage rate which when used in computing the present value of payments of principal of and interest on the Bonds or investments of proceeds thereof produces an amount equal to the purchase price thereof. (c) (i) There is hereby created and established a fund designated the "Rebate Fund of Salt Lake City, Salt Lake County, Utah, Concrete Replacement Special Improvement District No. 40-R-13 (the "Rebate Fund") for the purpose of compliance with the rebate requirements of Section 148(f) of the Code. The BD9626 20 requirements of this subsection (c) are subject to, and shall be interpreted in accordance with, Section 148 of the Code and the Treasury Regulations promulgated in connection therewith. (ii) The Issuer shall account for the investment of the Gross Proceeds of the Bonds comprised of , and make the required arbitrage rebate payments to the federal government from the earnings from said Gross Proceeds of the Bonds or from any other legally available source (provided, however, that this obligation shall not be construed as constituting a debt or liability of the Issuer within the meaning of any constitutional or statutory limitation upon the incurrence of indebtedness by the Issuer) at the times, upon the terms and conditions, and in the manner specified in Section 148(f) of the Code and the Treasury Regulations promulgated in connection therewith. (iii) The Issuer shall compute the amount of "Excess Earnings," if any, as required by Section 148(f) of the Code and the Treasury Regulations promulgated in connection therewith (notwithstanding any provision or requirement in this Resolution to the contrary), and shall transfer into the Rebate Fund such amount from the accounts established hereunder or from the other legally available moneys of the Issuer. Amounts held in the Rebate Fund shall be invested and reinvested by the Treasurer, in Qualified Investments which mature or are subject to redemption by the holder or owner prior to the date such funds are expected to be needed. Notwithstanding anything contained herein to the contrary, interest accruing on and profit realized from funds on deposit in the Rebate Fund shall be deposited into the Rebate Fund. If at any time the amount in the Rebate Fund exceeds the amount that would be required to be paid to the United States under paragraph (v) below if the Bonds had been paid in full, such excess shall promptly be transferred to the Bond Fund. (iv) In general, "Excess Earnings" for any period of time means the sum of (A) the excess of -- (I) the aggregate amount earned from the date of issue of the Bonds on all "Nonpurpose Investments" (including gains on the disposition BD9626 21 of such obligations) in which Gross Proceeds of the Bonds are invested (other than amounts attributable to an excess described in this subparagraph (iv)(I)), over (II) the amount that would have been earned during such period of time if the yield on such Nonpurpose Investments had been equal to the yield on the Bonds, plus (B) any income during such period of time attributable to the excess described in subparagraph (iv)(A) above. "Excess Earnings" will not include amounts which need not be taken into account under the special rules of Section 148 of the Code or any successor thereof relating to bona fide debt service funds. The term "Nonpurpose Investments" shall have the meaning prescribed by Section 148 of the Code or any successor thereof and shall be applied in the manner prescribed in such section. (v) The Issuer shall make the payments to the United States required in this subsection in installments. The first payment shall be made no later than 29 days after the fifth anniversary of the date of issuance of the Bonds and the payment of each subsequent installment (except the last installment) shall be made not later than five years after the preceding payment was due. Each installment (except the last installment) shall be in an amount which, when added to all prior installments, is not less than 90% of the Excess Earnings computed as of the anniversary of the date of issuance of the Bonds nearest to the date of payment. Payment of the last installment shall be made not later than 60 days after the date on which the last Bond has been discharged, in an amount which, when added to all prior installments, equals 100% of the Excess Earnings determined as of the payment date of the last installment. Each payment shall be filed with the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255, accompanied by a statement summarizing the Issuer's determination of the amount required to be paid to the United States together with a copy of the Form 8038-G filed with respect to the Bonds. BD9626 22 (vi) The Treasurer will keep and retain or cause to be kept and retained, until the date six years after the retirement of the last Bond, adequate records with respect to the Bonds and the investment and expenditure of Gross Proceeds thereof to comply with the aforementioned arbitrage rebate requirements, including without limitation a complete list of all investments and reinvestments of Gross Proceeds of the Bonds including (A) purchase price, (B) purchase date, (C) type of security or investment, (D) accrued interest paid (if any), (E) interest rate (if applicable), (F) dated date (if applicable), (G) principal amount, (H) date of maturity, (I) interest payment dates (if applicable), (J) date of liquidation, (K) amounts received upon liquidation, and (L) the market value of such security or investment on the date it became Gross Proceeds of the Bonds and on the date of the retirement of the last Bond if then held by the Issuer. (d) The Issuer hereby covenants and agrees that it will not enter into any transaction or cause any transaction to be entered into with respect to the investment of Gross Proceeds of the Bonds, or otherwise, which reduces the amount which may be required to be paid to the United States pursuant to the arbitrage rebate requirements specified hereinabove, because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the yield on the Bonds not been relevant to either party. (e) The Issuer further covenants and agrees to and for the benefit of the Bondholders that the Issuer (i) will not take any action that would cause interest on the Bonds to become subject to 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 Bonds to become subject to federal income taxation, and (iii) will, to the extent possible, comply with any other requirements of federal tax law applicable to the Bonds in order to preserve the exemption from federal income taxation of interest on the Bonds 4.12. Nondesignation of Bonds. The Issuer has not designated the Bonds, and the Bonds are not qualified, as qualified tax-exempt obligations under Section 265(b)(3) of the Code, relating to the deductibility of a financial institution's interest expenses allocable to tax-exempt interest. 4.13. Investment of Funds. Moneys deposited in the Guaranty Fund may be invested in Qualified Investments. BD9626 23 Moneys deposited in the Special Assessment Fund may be invested in Qualified Investments or in Tax -Exempt Obligations; provided, however, that any amount in the Special Assessment Fund which exceeds the sum of (i) the Special Assessment Fund Matching Amount, plus (ii) the excess, if any, of (A) the Unrestricted Portion of Bond Proceeds, over (B) the Allocable Portion of the Guaranty Fund (as a result, for example, of prepayment of assessment installments), shall be invested at a yield not to exceed the yield on the Bonds or in Tax -Exempt Obligations. BD9626 24 ARTICLE V FORM OF BONDS 5.01 Form of Bonds. Each fully registered Bond shall be, respectively, in substantially the following form, with such insertions or variations as to any redemption or amortization provisions and such other insertions or omissions, endorsements and variations as may be required: BD9626 25 [FORM OF BOND] Registered Registered UNITED STATES OF AMERICA STATE OF UTAH SALT LAKE CITY SALT LAKE COUNTY, UTAH $650,000 SPECIAL ASSESSMENT BOND, SERIES 1989 CONCRETE REPLACEMENT SPECIAL IMPROVEMENT DISTRICT NO. 40-R-13 Number R- $ ORIGINAL INTEREST MATURITY ISSUE RATE: DATE: DATE: 0 Registered Owner: July 1, 1989 CUSIP: Principal Amount: DOLLARS Salt Lake City, Salt Lake County, Utah (the "Issuer"), a duly organized and existing political subdivision of the State of Utah, acknowledges itself indebted and for value received hereby promises to pay to the Registered Owner named above, or registered assigns, on the Maturity Date identified above, upon presentation and surrender hereof, the Principal Amount identified above, and to pay the Registered Owner hereof interest on the balance of said Principal Amount from time to time remaining unpaid specified below at the interest rate per annum (calculated on the basis of a year of 360 days and twelve 30-day months) identified above (the "Interest Rate"), payable on July 1, 1990, and thereafter in each year on the 1st day of July, until payment in full of said Principal Amount. Interest on this Bond shall accrue from the interest payment date next preceding the date on which it is authenticated, unless (a) BD9626 26 it is authenticated before the first interest payment date following the initial delivery of Bonds, in which case interest shall accrue from the Original Issue Date identified above, or (b) if this Bond is authenticated on an interest payment date, in which case interest shall accrue from such interest payment date; provided that if at the time of authentication of this Bond, interest is in default, interest shall accrue from the date to which interest has been paid. Principal of and premium, if any, on this Bond shall be payable at the principal corporate trust office of Zions First National Bank, Salt Lake City, Utah, as Paying Agent, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts; and payment of the annual interest hereon shall be made to the Registered Owner hereof and shall be paid by check or draft mailed to the person who is the Registered Owner of record as of the Bond Registrar's close of business on the fifteenth day immediately preceding each interest payment date at the address of such Registered Owner as it appears on the registration books kept by the hereinafter defined Bond Registrar, or at such other address as is furnished in writing by such Registered Owner to the Bond Registrar as provided in the hereinafter defined Bond Resolution. This Bond is one of the Special Assessment Bonds, Series 1989 of the Issuer (the "Bonds") limited to the aggregate principal amount of $650,000 issued under and by virtue of the Utah Municipal Improvement District Act, Chapter 16, Title 10, Utah Code Annotated 1953, as amended (the "Act"), and under and pursuant to a resolution of the Issuer adopted on June 13, 1989 (the "Bond Resolution"), for the purpose of (a) reimbursing the Issuer for costs advanced for the removal and reconstruction of curb, gutter, sidewalks, driveways, appurtenances, and all other miscellaneous work necessary to complete the improvements in a proper workmanlike manner (the "Improvements") and (b) retiring any outstanding interim warrants, and (c) paying issuance expenses incurred in connection with the issuance of the Bonds. Zions First National Bank is the initial bond registrar and paying agent with respect to the Bonds. Said bond registrar and paying agent, together with any successor bond registrar or paying agent, respectively, is referred to herein as the "Bond Registrar" and the "Paying Agent". Payment of this Bond and the interest thereon shall be made from, and as security for such payment there is pledged the Special Assessment Fund of Salt Lake City, Salt Lake County, Utah, Special Assessment Bonds, Series 1989 Concrete Replacement Special Improvement District No. 40-R-13 (the BD9626 27 "District"), containing the receipts derived by the Issuer from the regular assessments levied upon the property included in the District by the Assessment Ordinance adopted by the Issuer, which ordinance became effective on May 17, 1989 (the "Assessment Ordinance"), for the purpose of paying the costs of the Improvements under, by virtue of, and in full conformity with the Constitution and laws of the State of Utah and certain ordinances and resolutions of the Issuer duly passed and made law thereof prior to the issuance hereof. The Bonds are not subject to optional redemption prior to maturity. It is hereby certified that a Special Improvement Guaranty Fund has been created by ordinance as authorized by Utah statutes, and the Issuer agrees that at all times during the life of this Bond and until payment thereof in full, said fund shall be at all times maintained as required by ordinance. This Bond is not a general obligation of the Issuer but is payable exclusively out of said Special Assessment Fund and said Special Improvement Guaranty Fund. The Issuer shall not be held liable for the payment of this Bond, except to the extent of the Funds created and received by said regular assessments and to the extent of its Special Improvement Guaranty Fund; but the Issuer shall be held responsible for the lawful levy of all regular assessments, for the creation and maintenance of the Special Improvement Guaranty Fund as provided by law, and for the faithful accounting, collection, settlement and payment of the assessments and for the moneys of said fund. The special assessments made and levied pursuant to the Assessment Ordinance, with accruing interest thereon, and the cost of collection of the assessments constitute a lien upon and against the property upon which such assessments were made and levied from and after May 17, 1989, the date upon which the Assessment Ordinance became effective, which lien is superior to the lien of any trust deed, mortgage, mechanic's or materialman's lien or other encumbrance. Said lien is equal to and on a parity with the lien for general property taxes and shall continue until the assessments and interest thereon are paid, notwithstanding any sale of the property for or on account of a general property tax, regular tax, other assessment or the issuance of an auditor's deed. This Bond is transferable, as provided in the Bond Resolution, only upon the books of the Issuer kept for that purpose at the principal office of the Bond Registrar, by the Registered Owner hereof in person or by his attorney BD9626 28 duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the Registered Owner or such duly authorized attorney, and thereupon the Issuer shall issue in the name of the transferee a new registered Bond or Bonds of authorized-. denominations of the same aggregate principal amount, series, designation, maturity and interest rate as the surrendered Bond, all as provided in the Bond Resolution and upon the payment of the charges therein prescribed. No transfer of this Bond shall be effective until entered on the registration books kept by the Bond Registrar. The Issuer, the Bond Registrar and the Paying Agent may treat and consider the person in whose name this Bond is registered on the registration books kept by the Bond Registrar as the holder and absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes whatsoever, and neither the Issuer, nor the Bond Registrar nor the Paying Agent shall be affected by any notice to the contrary. The Bonds are issuable solely in the form of registered Bonds without coupons in the denomination of $1,000 or any integral multiples thereof. Except as otherwise provided herein and unless the context clearly indicates otherwise, words and phrases used herein shall have the same meanings as such words and phrases in the Bond Resolution. This Bond and the issue of Bonds of which it is a part are issued in conformity with and after full compliance with the Constitution of the State of Utah and pursuant to the provisions of the Act and all other laws applicable thereto. It is hereby certified and recited that all conditions, acts and things required by the Constitution or statutes of the State of Utah and by the Act and the Bond Resolution to exist, to have happened or to have been performed precedent to or in connection with the issuance of this Bond exist, have happened and have been performed and that the issue of Bonds, together with all other indebtedness of the Issuer, is within every debt and other limit prescribed by said Constitution and statutes, and that the aggregate amount of special assessment bonds of the Issuer for the District, including this Bond, does not exceed the amount authorized by law nor the special assessment levied to cover the cost of improvements in the District, and that all of said special assessment has been lawfully levied. BD9626 29 This Bond shall not be valid until the Certificate of Authentication hereon shall have been manually signed by the Bond Registrar. IN WITNESS WHEREOF, THE CITY COUNCIL OF SALT LAKE CITY, SALT LAKE COUNTY, UTAH, has caused this Bond to be signed in its name and on its behalf by its Mayor and attested by its City Recorder (the signatures of said Mayor and City Recorder being by facsimile or manual signature), and has caused the facsimile of its corporate seal to be impressed or printed hereon, and said officials by the execution hereof to adopt as and for their own proper signatures their facsimile signatures appearing on each of the Bonds. (Do Not Sign) Mayor ATTEST: (Do Not Sign) City Recorder [ SEAL] BD9626 30 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within -mentioned Bond Resolution and is one of the Salt Lake City, Salt Lake County, Utah, Special Assessment Bonds, Series 1989 Special Improvement District No. 40-R-13 Date of authentication: ZIONS FIRST NATIONAL BANK as Bond Registrar By Authorized Officer The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. BD9626 31 ASSIGNMENT FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee (Please Print or Typewrite Name and Address of Assignee) the within Bond and hereby irrevocably constitutes and appoints attorney to register the transfer of said Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature: SIGNATURE GUARANTEED: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. BD9626 32 ARTICLE VI MISCELLANEOUS 6.01 Ratification. All proceedings, resolutions and actions of the Issuer and its officers taken in connection with the sale and issuance of the Bonds are hereby ratified, confirmed and approved. 6.02 Severability. It is hereby declared that all parts of this Bond Resolution are severable, and if any section, paragraph, clause or provision of this Bond Resolution shall, for any reason, be held to be invalid or unenforceable, the invalidity or unenforceability of any such section, paragraph, clause or provision shall not affect the remaining provisions of this Bond Resolution. 6.03 Conflict. All resolutions, orders and regulations or parts thereof heretofore adopted or passed which are in conflict with any of the provisions of this Bond Resolution are, to the extent of such conflict, hereby repealed. 6.04 Captions. The table of contents or headings herein are for convenience of reference only and in no way define, limit or describe the scope or intent of any provisions or sections of this Bond Resolution. 6.05 Effective Date. This Bond Resolution shall take effect immediately. ADOPTED AND APPROVED this 13th day of June, Chair ATTE Cit, "ecorder [ SEAL] BD9626 33 (Other business not pertinent to the foregoing appears in the minutes of the meeting.) The meeting was then adjourned. ( SEAL ) BD9626 34 PRESENTATION TO THE MAYOR The foregoing resolution was presented to the Mayor for his approval or disapproval on -..the 13th day of June, 9 Chair MAYOR'S APPROVAL OR DISAPPROVAL The foregoing resolution is hereby approved this 13th day of June, 1989. 1.1144.4(_1 dd... Palmer A. DePaulis Mayor BD9626 35 STATE OF UTAH COUNTY OF SALT LAKE KATHRYN MARSHALL I, Lynda Domi»o,' do hereby certify that I am the duly qualified and acting City Recorder of Salt Lake City, Salt Lake County, Utah (the "Issuer"). I further certify that the above and foregoing is a true and correct copy of the minutes of a meeting of the City Council held on June 13, 1989, including a resolution adopted at said meeting as said minutes and resolution are officially of record and in my possession. IN WITNESS WHEREOF, I have hereunto subscribed my official signature and affixed the seal of the Issuer this 13th day of June, 1989. ) ss. ( S E A L ) ) BD9626 36 EXHIBIT "A" CERTIFICATE OF COMPLIANCE WITH OPEN MEETING LAW I, Kathryn Marshall, the undersigned City Recorder of Salt Lake City, Utah (the "Issuer"), do hereby certify, according to the records of the Issuer in my official possession, and upon my own knowledge and belief, that in accordance with the requirements of Section 52-4-6(2), Utah Code Annotated 1953, as amended, I gave not less than twenty-four (24) hours public notice of the agenda, date, time and place of the June 13, 1989 public meeting held by the Issuer as follows: 1. By causing a Notice in the form attached hereto as Schedule "A", to be posted at the Issuer"s offices at 451 South State Street, Salt Lake City, Utah on June 9, 1989, 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; and 2. By causing a copy of such Notice, in the form attached hereto as Schedule "A", to be delivered to the Deseret News on June 9, 1989, at least twenty-four (24) hours prior to the convening of the meeting. BD9626 37 IN WITNESS WHEREOF, I have hereunto subscribed my official signature this 13th day of Ju e, 1989. ( S E A L ) BD9626 38 EXHIBIT "B" [Form of Bond Purchase Agreement] (See Transcript Document No. ) BD9626 39 EXHIBIT "C" [Official Statement] (See Transcript Document No. BD9626 40