043 of 2011 - authorizing the execution and delivery of a supplemental trust indenture in order to pledge certain R 11-1
Q 11-8
RESOLUTION No.43 OF 2011
A Resolution authorizing the execution and delivery of a Fifth
Supplemental Trust Indenture in order to pledge certain franchise
and other tax revenues as additional security for Salt Lake City's
Sales Tax Revenue Bonds;and related matters.
WHEREAS,Salt Lake City,Utah(the "City")is a duly organized and existing city of the
first class,operating under the general laws of the State of Utah(the "State");
WHEREAS,the City has previously entered into that certain Master Trust Indenture,dated
as of September 1, 2004, as amended and supplemented to the date hereof (the "Master
Indenture"), between the City and Zions First National Bank, as trustee (the "Trustee"),
providing for the issuance by the City of its Sales Tax Revenue Bonds(the "Bonds");
WHEREAS, initially-capitalized terms used and not defined in this Resolution have the
meanings assigned to such terms in the Master Indenture;
WHEREAS,as provided in the Master Indenture,the Bonds are special obligations of the
City,payable from and secured solely by a pledge of the Revenues and other moneys,securities
and funds pledged under the Master Indenture;
WHEREAS, the Revenues currently consist of 100% of the Local Sales and Use Tax
revenues received by the City pursuant to Title 59,Chapter 12,Part 2,Utah Code Annotated
1953,as amended(the "Utah Code");
WHEREAS,the City considers it necessary and desirable and for the benefit of the City
and its residents to pledge to the payment of the Bonds,in addition to such Revenues,(i) 100%
of the Municipal Energy Sales and Use Tax revenues received by the City pursuant to Title 10,
Chapter 1,Part 3,Utah Code,and Salt Lake City Code Chapter 3.06;(ii) 100%of the franchise
fees for energy and utilities received by the City pursuant to Title 10,Chapter 1,Part 3,Utah
Code,and Salt Lake City Code Chapter 3.06, (iii) 100%of the Municipal Telecommunications
License Tax revenues received by the City pursuant to Title 10,Chapter 1,Part 4,Utah Code,
and Salt Lake City Code Chapter 3.10; (iv) 100% of the franchise fees associated with public
utilities received by the City pursuant to Title 10,Chapter 1,Part 3,Utah Code,and Salt Lake
City Code Section 17.16.070; and (v) 100% of franchise fees associated with cable television
received by the City pursuant to Salt Lake City Code Chapter 5.20;
WHEREAS,the City considers it necessary and desirable and for the benefit of the City
and its residents to enter into a Fifth Supplemental Trust Indenture (the "Fifth Supplemental
Indenture") with the Trustee in order to amend the Master Indenture to revise the definition of
"Revenues"to provide for such additional pledge;
3083989.01,07.doe
8702441/RD13Imo Amendatory Resolution
WHEREAS, pursuant to Section 8.01(b)(1) of the Master Indenture, no consent of the
Bondholders is necessary in connection with the execution of the Fifth Supplemental Indenture
to so amend the Master Indenture; and
WHEREAS, the City now desires to approve the form of the Fifth Supplemental Indenture
and authorize its officers and employees to take any other action as may be necessary or
desirable to provide for the consummation of the transactions contemplated by the Fifth
Supplemental Indenture and this Resolution;
Now, THEREFORE, BE IT RESOLVED by the City Council of Salt Lake City, Utah, as
follows:
Section 1. Approval and Execution of the Fifth Supplemental Indenture. The Fifth
Supplemental Indenture, in substantially the form attached hereto as Exhibit A, is hereby
authorized and approved, and the Mayor or the Deputy Mayor is hereby authorized, empowered
and directed to execute and deliver the Fifth Supplemental Indenture on behalf of the City, and
the City Recorder or any Deputy City Recorder is hereby authorized, empowered and directed to
affix to the Fifth Supplemental Indenture the seal of the City and to attest such seal and
countersign the Fifth Supplemental Indenture, with such changes to the Fifth Supplemental
Indenture from the form attached hereto as are approved by the Mayor or the Deputy Mayor, his
execution thereof to constitute conclusive evidence of such approval. The provisions of the Fifth
Supplemental Indenture, as executed and delivered, are hereby incorporated in and made a part
of this Resolution.
Section 2. Further Authority. The officers and employees of the City are, and each of
them is, hereby authorized and directed to take all action necessary or reasonably required to
carry out, give effect to, and consummate the transactions contemplated by the Fifth
Supplemental Indenture and this Resolution, including, without limitation, the execution and
delivery of any certificates, documents and other instruments as may be necessary or advisable to
be delivered in connection therewith. If (a) the Mayor or (b) the City Recorder shall be
unavailable or unable to execute or attest and countersign, respectively, the Fifth Supplemental
Indenture or any other document that they are hereby authorized to execute, attest and
countersign, the same may be executed, or attested and countersigned, respectively, (i) by the
Deputy Mayor or (ii) by any Deputy City Recorder.
Section 3. Resolution Irrepealable. Following the execution and delivery of the Fifth
Supplemental Indenture, this Resolution shall be and remain irrepealable until the Bonds shall
have been fully paid,cancelled,and discharged.
Section 4. Severability. If any section, paragraph, clause, or provision of this
Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, clause, or provision shall not affect any of the
remaining provisions of this Resolution.
Section S. Effective Date. This Resolution shall be effective immediately upon its
approval and adoption.
- 2. - Amendatory Resolution
ADOPTED AND APPROVED by the City Council of Salt Lake City, Utah, this 1st day of
November,2011.
SALT LAKE CITY,UTAH
Chair
Salt Lake City Council
ATTEST:
4� a�6j,& &4
y Recorder 61
xyE s c
l APPROVED:
By
M yor
APPROVED AS TO FORM:
By 4V
Senior dity Attorne
- 3 - Amendatory Resolution
EXHIBIT A
[AFTACH COPY OF RFPH SUPPLEMENTALTRUST INDENTURE]
A Amendatory R—luu-