Loading...
057 of 2011 - authorizing the issuance and confirming the sale of up to $2,000,000 aggregate principal amount of g R 11-1 Q 11-6 RESOLUTION No.57 OF 2011 A Resolution confirming the sale and authorizing the issuance of $1,580,000 General Obligation Bonds, Series 2011 of Salt Lake City, Utah; fixing the interest rates to be borne thereby; providing for the levy of taxes to pay principal of and interest on the Bonds; providing for the use of the proceeds thereof; making certain findings and covenants in connection therewith; ratifying actions heretofore taken; making certain representations and covenants concerning maintenance of the tax-exempt status of interest thereon under the federal income tax laws; approving the form and authorizing the execution of a Purchase Contract; and providing for related matters. WHEREAS, at the special bond election duly and lawfully called and held in Salt Lake City, Salt Lake County, Utah (the "Issuer"), on November 4, 2003 (the "Bond Election"), the issuance of bonds was authorized as follows: (1) $10,200,000 principal amount of general obligation bonds (the "Proposition No. 1 Bonds") was authorized for the purpose of paying the costs of acquiring, improving and renovating facilities for HogIe Zoo located at approximately 2600 East Sunnyside Avenue; (2) $10,200,000 principal amount of general obligation bonds (the "Proposition No. 2 Bonds") was authorized for the purpose of paying the costs of renovating,improving and preserving the old main library building and providing related facilities located at approximately 5th South Street and 2nd East Street to establish a science, culture and art education center currently known as The Leonardo at Library Square; (3) $5,400,000 principal amount of general obligation bonds (the "Proposition No. 4 Bonds") was authorized for the purpose of paying the costs of acquiring and preserving open space, park and recreational lands and amenities (the "Project"); (4) $15,300,000 principal amount of general obligation bonds (the "Proposition No. 5 Bonds") was authorized for the purpose of paying the costs of acquiring, constructing, furnishing and equipping a multi-purpose regional sports, recreation and education complex and related roads,parking and improvements;and (5) $1,100,000 principal amount of general obligation bonds (the "Proposition No. 6 Bonds") was authorized for the purpose of paying the costs of improving and renovating Tracy Aviary located at approximately 589 East Street and 1300 South Street; Final Bond Resolution(`11 Open Space) WHEREAS, the Issuer has heretofore issued $800,000 of the Proposition No. 4 Bonds voted at the Bond Election; WHEREAS, the Issuer has determined to authorize the issuance and sale at this time of $1,580,000 principal amount of the Proposition No. 4 Bonds voted at the Bond Election to finance the Project; WHEREAS,in satisfaction of the requirements to Section 11-14-3 18 of the Utah Code,the City, on Tuesday, November 22, 2011, held a public hearing after due notice thereof to receive input from the public with respect to the issuance of the Bonds and the potential economic impact that the Project will have on the private sector; WHEREAS, the City Council of the City adopted a resolution on November 1, 2011 (the "Parameters Resolution"), approving the issuance of the Bonds,calling for the publication of a "Notice of Bonds to be Issued" and setting certain parameters for the Bonds; WHEREAS, the Notice of Bonds to be Issued was published pursuant to the Parameters Resolution on November 6, 2011, in The Salt Lake Tribune and the Deseret News, newspapers having general circulation in the City,and posted on the website created pursuant to Section 45- 1-101 of the Utah Code on November 6,2011; WHEREAS, no action contesting the legality of the Bonds has been filed to the date hereof,as permitted by Section 11-14-316 of the Utah Code; WHEREAS, the Issuer has made arrangements for the purchase of the Bonds and the financing of a portion of the Project at favorable interest rates; and WHEREAS,in the opinion of the Issuer, it is in the best interests of the Issuer that (a) the offer of the Purchaser for the purchase of the Bonds be accepted,(b)the sale of the Bonds to the Purchaser be ratified and confirmed, and (c) the Mayor and the City Recorder be authorized to execute,countersign and attest the Purchase Contract between the Purchaser and the Issuer; NOW, THEREFORE, Be It Resolved by the City Council of Salt Lake City, Utah, as follows: ARTICLE I DEFINITIONS Section 101. Definitions. As used in this Bond Resolution (including the preambles hereto), unless the context shall otherwise require, the following terms shall have the following meanings: "Act" means,collectively,the Local Government Bonding Act,Chapter 14 of Title I 1 of the Utah Code, the Registered Public Obligations Act, Chapter 7 of Title 15 of the Utah Code, and the applicable provisions of Title 10 of the Utah Code. -2- Final Bond Resolution('l 1 Open Space) "Bond Account" means the Bond Account established in Section 212 hereof. "Bond Counsel" means Chapman and Cutler LLP or another attorney or a firm of attorneys of nationally recognized standing in matters pertaining to the tax-exempt status of interest on obligations issued by states and their political subdivisions, duly admitted to the practice of law before the highest court of any state of the United States. "Bond Election" means the special bond election duly and lawfully called and held in the Issuer on November 4, 2003, at which the issuance and sale by the Issuer of $42,200,000 of general obligation bonds, consisting of the Proposition No. 1 Bonds, the Proposition No. 2 Bonds, the Proposition No. 4 Bonds, the Proposition No. 5 Bonds and the Proposition No. 6 Bonds, were authorized, the results of which election were declared by the City Council of the Issuer,sitting as a Board of Canvassers,on November 10,2003. "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 Section 206 hereof, the initial Bond Registrar is U.S.Bank National Association,of Salt Lake City,Utah. "Bond Resolution" means, collectively, this Resolution of the Issuer adopted on December 6,2011, and the Parameters Resolution, both authorizing the issuance and sale of the Bonds. "Bondowner" or "owner" means the registered owner of any Bond as shown in the registration books of the Issuer kept by the Bond Registrar for such purpose. "Bonds" means the Issuer's $1,580,000 General Obligation Bonds, Series 2011 authorized by the Bond Resolution. "City Recorder" means the duly qualified and acting City Recorder of the Issuer or in the absence or disability of such person,a deputy city recorder or such other official as shall be duly authorized to act in the City Recorder's stead. "City Treasurer" means the City Treasurer of the Issuer or,in the absence or disability of such person,a deputy city treasurer or such other official as shall be duly authorized to act in the City Treasurer's stead. "Closing Date" means the date of the initial issuance of the Bonds. "Code" means the Internal Revenue Code of 1986,as amended. "Depository Account" means the Depository Account established in Section 212 hereof. "Exchange Bond" means any Exchange Bond as defined in Section 209 hereof. "Issuer" means Salt Lake City,Utah. -3 - Final Bond Resolution('11 Open Space) "Mayor" means the duly qualified and acting Mayor of the Issuer or in the absence or disability of such person,the duly qualified and acting Deputy Mayor of the Issuer. "Paying Agent" means each Person appointed by the Issuer as paying agent with respect to the Bonds. Pursuant to Section 206 hereof, the initial Paying Agent is U.S. Bank National Association,of Salt Lake City,Utah. "Person" means natural persons, firms, partnerships, associations, corporations, trusts, public bodies and other entities. "Project" means acquiring and preserving open space, park and recreational lands and amenities. "Proposition No. 1 Bonds" means $10,200,000 principal amount of general obligation bonds authorized for the purpose of paying the costs of acquiring, improving and renovating facilities for Hogle Zoo located at approximately 2600 East Sunnyside Avenue. "Proposition No. 2 Bonds" means $10200,000 principal amount of general obligation bonds authorized for the purpose paying the costs of renovating, improving and preserving the old main library building and providing related facilities located at approximately 5th South Street and 2nd East Street to establish a science,culture and art education center currently known as The Leonardo at Library Square. "Proposition No. 4 Bonds" means $5,400,000 principal amount of general obligation bonds authorized for the purpose of financing the Open Space Project. "Proposition No. 5 Bonds" means $15,300,000 principal amount of general obligation bonds authorized for the purpose of paying the costs of acquiring, constructing, furnishing and equipping a multi-purpose regional sports, recreation and education complex and related roads, parking and improvements. "Project Account" means the Project Account established in Section 212 hereof. "Purchase Contract." means the Purchase Contract, dated December 6, 2011, between the Issuer and the Purchaser pursuant to which the Bonds are to be sold by the Issuer to the Purchaser,in substantially the form attached hereto as Exhibit 1. "Purchaser" means Zions First National Bank of Salt Lake City, Utah, as the initial purchaser of the Bonds from the Issuer. "Record Date" means (a) in the case of each interest payment date,the day that is fifteen (15) days preceding such interest payment date,or if such day is not a business day for the Bond Registrar,the next preceding day that is a business day for the Bond Registrar 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 207 hereof;provided that such record date shall be not less than fifteen (15) calendar days before the mailing of such notice of redemption. -4- Final Bond Resolution('I I Open Space) "Regulations" means United States Treasury Regulations dealing with the tax-exempt bond provisions of the Code, "Tax Certificate" means any agreement or certificate of the Issuer that the Issuer may execute in order to establish and maintain the excludability of interest on the Bonds from gross income of the owners thereof for federal income tax purposes. "United States" means the government of the United States of America. "Utah Code" means Utah Code Annotated 1953,as amended. Section 102. Rules of Construction. Unless the context otherwise requires: (a) references to Articles and Sections are to the Articles and Sections of this Bond Resolution; (b) the singular form of any word,including the terms defined in Section 101, includes the plural,and vice versa,and a word of any gender includes all genders; and (c) the terms "hereby," "hereof," "hereto," "herein," "hereunder" and any similar terms as used in this Bond Resolution refer to this Bond Resolution. Section 103. Authority for Bond Resolution, The Bond Resolution is adopted pursuant to the provisions of the Act. ARTICLE II AUTHORIZATION,TERMS AND ISSUANCE OF BONDS Section 201. Authorization of Bonds, Principal Amount, Designation and Series. In accordance with and subject to the terms,conditions and limitations established by the Act and in the Bond Resolution, a series of General Obligation Bonds of the Issuer is hereby authorized to be issued in the aggregate principal amount of One Million Five Hundred Eighty Thousand Dollars ($1,580,000). Such series of bonds shall be designated "General Obligation Bonds, Series 2011." Section 202. Purpose. The Bonds are hereby authorized to be issued under authority of the Act for the purpose of(a)financing the Project and (b) paying a portion of the costs related to the issuance and sale of the Bonds. Section 203. Issue Date, The Bonds shall be dated as of the Closing Date. Section 204. Bond Details. The Bonds shall mature on June 15 of the years and in the principal amounts, and shall bear interest (calculated on the basis of a year of 360 days consisting of twelve 30-day months) from the date of original issuance thereof, payable -5 - Final Bond Resolution(`1 l Open Space) semiannually on June 15 and December 15 of each year,commencing June 15,2012,and at the rates per annum,as shown below: JUNE 15 AMOUNT INTEREST RATE OF THE YEAR MATURING PER ANNUM 2012 $165,000 0.30% 2013 145,000 0.50 2014 150,000 0.83 2015 150,000 1.15 2016 150,000 I.52 2017 155,000 3.11 2018 155,000 3.42 2019 165,000 3,71 2020 170,000 3.98 2021 175,000 4.14 Each Bond shall bear interest from the interest payment date next preceding the date of registration and authentication thereof unless (a) it is registered and authenticated as of an interest payment date,in which event it shall bear interest from the date thereof,or(b) it is registered and authenticated prior to the first interest payment date,in which event it shall bear interest from its date,or(c)as shown by the records of the Bond Registrar,interest on the Bonds shall be in default,in which event it shall bear interest from the date to which interest has been paid in full. The Bond Registrar shall insert the date of registration and authentication of each Bond in the place provided for such purpose in the form of Bond Registrar's certificate of authentication on each Bond. The Bonds shall bear interest on overdue principal at the aforesaid respective rates. Section 205, Denominations and Numbers. The Bonds shall be issued as fully-registered bonds,without coupons,in the denomination of$100,000 or any whole multiple of$1,000 in excess of$100,000,not exceeding the amount of each maturity. The Bonds shall be numbered with the letter prefix"R-"and from one(1)consecutively upwards in order of issuance. Section 206. Paying Agent and Bond Registrar.U.S.Bank National Association,of Salt Lake City,Utah,is hereby appointed the initial Paying Agent and Bond Registrar for the Bonds. The Issuer may remove any Paying Agent and any Bond Registrar,and any successor thereto, and appoint a successor or successors thereto. Each 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 and premium,if any,and interest on the Bonds shall be payable in any coin or currency of the United States of America that,at the respective dates of payment thereof,is legal tender for the payment of public and private debts. The principal of and premium,if any,on the Bonds shall be payable when due to the owner of each Bond upon presentation and surrender thereof at the principal corporate trust office of the Paying Agent. Payment of interest on each Bond shall be made to the Person that,as of the Record Date,is the owner of the Bond and shall be made by check or draft mailed to the Person that,as of the Record Date,is the owner of the Bond,at the address of -6- Final Bond Resolution('I1 Open Space) such owner 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 owner on or prior to the Record Date. Section 207. Optional Redemption and Redemption Price;Notice of Redemption.(a)The Bonds are subject to redemption prior to maturity,at the election of the Issuer,at any time,in whole or in part,from such maturities or parts thereof as shall be selected by the Issuer,upon notice given as provided below,at a redemption price equal to one hundred percent(100%)of the principal amount of the Bonds to be redeemed plus accrued interest thereon to the date fixed for redemption. (b) If less than all of the Bonds of any maturity are to be redeemed,the particular Bonds or portion of Bonds of such maturity to be redeemed shall be selected at random by the Bond Registrar in such manner as the Bond Registrar in its discretion may deem fair and appropriate. The portion of any registered Bond of a denomination of more than$100,000 to be redeemed will be in the principal amount of$100,000 or any whole multiple of$1,000 in excess of$100,000,and in selecting portions of such Bonds for redemption,the Bond Registrar will treat each such Bond as representing that number of Bonds of such denomination that is obtained by dividing the principal amount of such Bond by$100,000. (c) Notice of redemption shall be given by the Bond Registrar by registered or certified mail,not less than thirty(30)nor more than forty-five(45)days prior to the redemption date,to the owner,as of the Record Date,of each Bond that is subject to redemption,at the address of such owner as it appears in 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 owner on or prior to the Record Date. Each notice of redemption shall state the Record Date,the principal amount, the redemption date,the place of redemption,the redemption price and,if less than all of the Bonds are to be redeemed,the distinctive numbers of the Bonds or portions of Bonds to be redeemed, and shall also state that the interest on the Bonds in such notice designated for redemption shall cease to accrue from and after such redemption date and that on the redemption date there will become due and payable on each of the Bonds to be redeemed the principal thereof and interest accrued thereon to the redemption date. Each notice of optional redemption may further state that such redemption shall be conditional upon the receipt by the Paying Agent, on or prior to the date fixed for such redemption,of moneys sufficient to pay the principal of and premium,if any,and interest on such Bonds to be redeemed and that if such moneys shall not have been so received said notice shall be of no force and effect and the Issuer shall not be required to redeem such Bonds. In the event that such notice of redemption contains such a condition and such moneys are not so received,the redemption shall not be made and the Bond Registrar shall within a reasonable time thereafter give notice,in the manner in which the notice of redemption was given,that such moneys were not so received. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given,whether or not the owner receives such notice. Failure to give such notice or any defect therein with respect to any Bond shall not affect the validity of the proceedings for redemption with respect to any other Bond. (d) If notice of redemption shall have been given as described above and the condition described in Section 207(c) hereof,if any,shall have been met,the Bonds or portions thereof -7- Final Bond Rcsolution('I I Open Space) specified in said notice shall become due and payable at the applicable redemption price on the redemption date therein designated, and if, on the redemption date, moneys for the payment of the redemption price of all the bonds to be redeemed, together with interest to the redemption date, shall be available for such payment on said date, then from and after the redemption date interest on such bonds shall cease to accrue and become payable. (e) Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the numbers identifying, by issue and maturity,the Bonds being redeemed with the proceeds of such check or other transfer. Section 208. Sale of Bonds. (a) The Bonds are hereby sold to the Purchaser at an aggregate price of $1,564,200.00 (representing the principal amount of the Bonds, less a placement agent fee paid by the Purchaser on behalf of the Issuer to Zions Bank Public Finance of$15,800.00),on the terms and conditions set forth in the Purchase Contract and upon the basis of the representations therein set forth. The Purchase Contract,in substantially the form attached hereto as Exhibit 1 and containing substantially the terms and provisions set forth therein, is hereby authorized and approved. To evidence the acceptance of the Purchase Contract, the Mayor is hereby authorized and directed to execute and deliver, and the City Recorder to attest, countersign and seal the Purchase Contract,in substantially the form attached hereto as Exhibit 1, with such insertions, deletions, changes, omissions and variations as the Mayor may deem appropriate (such approval of the Mayor of any such changes shalt be conclusively established by the execution of the Purchase Contract). (b) The Bonds shall be delivered to the Purchaser and the proceeds of sale thereof applied as provided in Section 210 hereof. Section 209. Execution of Bonds. The Bonds shall be executed on behalf of the Issuer by the Mayor, countersigned by the City Treasurer and attested and countersigned by the City Recorder (the signatures of the Mayor, City Treasurer and City Recorder being either manual or by facsimile) and the official seal of the Issuer or a facsimile thereof shall be impressed or printed thereon. The use of such manual or facsimile signatures of the Mayor,the City Treasurer and the City Recorder and such facsimile or impression of the official seal of the Issuer on the Bonds are hereby authorized,approved and adopted by the Issuer as the authorized and authentic execution,attestation,countersignature and sealing of the Bonds by said officials on behalf of the Issuer. The Bonds shall then be delivered to the Bond Registrar for manual authentication by it. 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 the Bond Resolution,and such certificate of the Bond Registrar shall be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered under,and are entitled to the benefits of, the Bond Resolution and that the owner thereof is entitled to the benefits of the Bond Resolution. 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 authenticated by the same Bond Registrar, and (b)the date of registration and authentication of the Bond is inserted in the place provided therefor on the certificate of authentication. - 8 - Final Bond Resolution('I I Open Space) The Mayor, the City Treasurer and the City Recorder are authorized to execute, countersign, 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 III hereof. At the time of the execution, countersigning, attestation and sealing of the Exchange Bonds by the Issuer, the payee, principal amount, maturity and interest rate may 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, authenticate and deliver the Exchange Bonds for the purpose of effecting transfers and exchanges of Bonds;provided that any Exchange Bonds authenticated 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 Bondowner 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 maturity dates and interest rates, shall be cancelled. The execution, countersignature, 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 purposes, the same as if such officer had remained in office until such issuance or delivery,respectively. Section 210. Delivery of the Bonds; Application of Proceeds. The Bonds shall be delivered to the Purchaser at such time and place as set forth in,and subject to,the provisions of the Purchase Contract. The City Recorder and the City Treasurer are hereby authorized and instructed to make or to cause delivery of the Bonds to the Purchaser and to receive payment therefor in accordance with the terms of the Purchase Contract and to deposit the proceeds of the sale of the Bonds into the Project Account to be used for the purpose for which the Bonds are herein authorized. The City Treasurer is authorized to cause to be transferred to the Paying Agent a portion of the proceeds of the Bonds to pay any costs of issuance of the Bonds authorized by the City Treasurer. Section 211. Further Authority. The Mayor, the City Treasurer and the City Recorder 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 and to fulfill the obligations of the Issuer hereunder and thereunder. Section 212. Establishment of Accounts. (a) The following accounts on the accounting records of the Issuer are hereby created,which are to be held as follows; -9- Final Bond Resolution('11 Open Space) (i) Bond Account,to be held by the Issuer; (ii) Depository Account,to be held by the Paying Agent; and (iii) Project Account,to be held by the Issuer. (b) Pending application for the purposes contemplated hereby,moneys on deposit in the Bond Account,Depository Account and Project Account shall be invested as permitted by law in investments approved by the City Treasurer or other authorized officer of the Issuer. Following the earlier of March 1, 2012, or the date upon which all of the costs of issuance of the Bonds have been paid, any moneys remaining from the sale proceeds of the Bonds held by the Paying Agent at the direction of the City Treasurer pursuant to Section 210 hereof to pay the costs of issuance of behalf of the Issuer shall be transmitted to the Issuer for deposit into the Project Account. ARTICLE III TRANSFER AND EXCHANGE OF BONDS;BOND REGISTRAR Section 301. 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 303 hereof, by the Person in whose name it is registered, in person or by such owner's duly authorized attorney,upon surrender of such Bond for cancellation,accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Bond Registrar. 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 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 209 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 Bondowner 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 after the Record Date with respect to any interest payment date to and including such interest payment date. Section 302. 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 ar Bonds pursuant to Section 209 hereof) of the same series, designation, maturity and interest rate of other authorized denominations. The Bond Registrar shall require the payment by the Bondowner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. With respect to each - 10- Final Bond Resolution('11 Open Space) Bond, no such exchange shall be required to be made after the Record Date with respect to any interest payment date to and including such interest payment date. Section 303. 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 of the Utah Code. The Bond Registrar shall keep or cause to be kept,at its principal corporate trust 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 Bonds to be registered or transferred on those books as herein provided. Section 304. List of Bondowners. The Bond Registrar shall maintain a list of the names and addresses of the owners of all Bonds and upon any transfer shall add the name and address of the new Bondowner and eliminate the name and address of the transferor Bondowner. Section 305. Duties of Bond Registrar. If requested by the Bond Registrar, the Mayor, the City Treasurer and the City Recorder 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 Bondowners as set forth herein and to furnish such list to the Issuer upon request,but otherwise to keep such list confidential; (c) to cancel and/or destroy Bonds that have been paid at maturity or submitted for exchange or transfer; (d) to furnish to the Issuer at least annually a certificate with respect to Bonds cancelled and/or destroyed; and (e) to furnish to the Issuer, upon its request, at least annually an audit confirmation of Bonds paid, Bonds outstanding and payments made with respect to interest on the Bonds. ARTICLE IV INITIAL ISSUANCE OF BONDS Section 401. Initial.Issuance of Bonds . The Bonds shall be initially issued in the form of a separate, single, certificated, fully-registered Bond for each of the maturities set forth in Section 204 hereof. Upon initial issuance, the ownership of each such Bond shall be registered in the registration books kept by the Bond Registrar in the name of the Purchaser or its designee. - 11 - Final Bond Resolution(`1 l Open Space) ARTICLE V COVENANTS AND UNDERTAKINGS Section 501. Covenants of Issuer. All covenants, statements, representations and agreements contained in the Bonds and all recitals and representations in the Bond Resolution are hereby considered and understood, and it is hereby confirmed that all such covenants, statements, representations and agreements are the covenants, statements, representations and agreements of the Issuer. Section 502. Levy of Taxes;Bond Account. The Issuer covenants and agrees that to pay the interest falling due on the Bonds as the same becomes due,and also to provide a sinking fund for the payment of the principal of the Bonds at maturity, there shall be levied on all taxable property in the Issuer in addition to all other taxes, a direct annual tax sufficient to pay the interest on the Bonds and to pay and retire the same. These taxes when collected shall be applied solely for the purpose of the payment of the interest on and principal of the Bonds, respectively, and for no other purpose whatsoever until the indebtedness so contracted under the Bond Resolution, principal and interest, shall have been fully paid, satisfied and discharged, but nothing herein contained shall be so construed as to prevent the Issuer from applying any other funds that may be in the Issuer's treasury and available for that purpose to the payment of such interest and principal as the same respectively become due and mature. The levy or levies herein provided for may thereupon be diminished to that extent. The sums herein provided for to meet the interest on the Bonds and to discharge the principal thereof when due are hereby appropriated for that purpose, and the required amount for each year shall be included by the Issuer in its annual budget and its statement and estimate as certified to the County Council of Salt Lake County, Utah, in each year. Principal or interest falling due at any time when there shall not be available from the proceeds of the levies described in this Section money sufficient for the payment thereof shall, to the extent of such deficiency, be paid from other funds of the Issuer available for such purpose, and such other funds shall be reimbursed when the proceeds of such levies become available. The taxes or other funds that are referenced in the foregoing paragraph and that are to be used to pay the principal of or interest on the Bonds shall be deposited into the Bond Account. On or prior to the date preceding each date on which monies are required to be on deposit with the Paying Agent sufficient for the payment of the principal of and interest on the Bonds, but in any event not later than the business day next preceding each such payment date,the Issuer shall transfer from the Bond Account to the Paying Agent for deposit into the Depository Account an amount sufficient to pay principal of and interest on the Bonds on such payment date. Moneys remaining on deposit in the Bond Account immediately after each such payment date, including any investment earnings thereon earned during the period of such deposit, shall be immediately withdrawn from the Bond Account by the Issuer and commingled with the general funds of the Issuer. Moneys remaining on deposit in the Depository Account immediately after each such payment date, including any investment earnings thereon earned during the period of such deposit, shall be immediately withdrawn from the Depository Account by the Paying Agent and paid to the Issuer and commingled with the general funds of the Issuer. The Bond Account and the Depository Account have been established primarily to achieve a proper matching of - lz- Final Bond Resolution('I I Open Space) revenues and debt service on the Bonds. The Bond Account and the Depository Account shall be depleted at least once each year by the Issuer,except for a reasonable carryover amount not to exceed the greater of one year's earnings on the Bond Account or one-twelfth of the annual debt service on the Bonds. Section 503. Arbitrage Covenant; Covenant to Maintain Tax-Exemption. (a)The Mayor, the City Treasurer and other appropriate officials of the Issuer are hereby authorized and directed to execute such Tax Certificates as shall be necessary to establish that (i) the Bonds are not "arbitrage bonds" within the meaning of Section 148 of the Code and the Regulations, (ii) the Bonds are not and will not become"private activity bonds" within the meaning of Section 141 of the Code,(iii) all applicable requirements of Section 149 of the Code are and will be met,(iv)the covenants of the Issuer contained in this Section will be complied with and (v) interest on the Bonds is not and will not become includible in gross income of the owners thereof for federal income tax purposes under the Code and applicable Regulations. (b) The Issuer covenants and certifies to and for the benefit of the owners from time to time of the Bonds that: (i) it will at all times comply with the provisions of any Tax Certificates; (ii) it will at all times comply with the rebate requirements contained in Section 148(f) of the Code and the Regulations, including, without limitation, the entering into any necessary rebate calculation agreement to provide for the calculations of amounts required to be rebated to the United States, the keeping of records necessary to enable such calculations to be made, the creation of any rebate fund to provide for the payment of any required rebate and the timely payment to the United States of all amounts, including any applicable penalties and interest,required to be rebated,except to the extent that the Bonds are not subject to such arbitrage rebate requirements; (iii) no use will be made of the proceeds of the issue and sale of the Bonds, or any funds or accounts of the Issuer that may be deemed to be proceeds of the Bonds, pursuant to Section 148 of the Code and applicable Regulations,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; (iv) it will not use or permit the use of any of its facilities or properties in such manner that such use would cause the Bonds to be "private activity bonds" described in Section 141 of the Code; (v) no bonds or other evidences of indebtedness of the Issuer (other than the Bonds) have been or will be issued, sold or delivered within a period beginning fifteen (15) days prior to the sale of the Bonds and ending fifteen (15) days following the delivery of the Bonds,other than the Bonds; (vi) it will not take any action that would cause interest on the Bonds to be or to become ineligible for the exclusion from gross income of the owners of the Bonds as - 13 - Final Bond Resolution('11 open Space) provided in Section 103 of the Code,nor will it omit to take or cause to be taken in timely manner any action,which omission would cause interest on the Bonds to be or to become ineligible for the exclusion from gross income of the owners of the Bonds as provided in Section 103 of the Code; J (vii) it recognizes that Section 149(a) of the Code requires the Bonds to be issued and to remain in fully registered form in order that interest thereon is excludable from gross income of the owners thereof for federal income tax purposes under laws in force at the time the Bonds are initially delivered and 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 without an opinion of Bond Counsel to the effect that such action will not adversely affect the excludability of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes;and (viii) it acknowledges that, in the event of an examination by the Internal Revenue Service of the exemption from federal income taxation for interest paid on the Bonds,under present rules,the Issuer may be treated as a"taxpayer"in such examination and agrees that it will respond in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. Pursuant to these covenants,the Issuer obligates itself to comply throughout the term of the issue of the Bonds with the requirements of Section 103 of the Code and the Regulations proposed or promulgated thereunder. ARTICLE VI FORM OF BONDS Section 601, Form of Bonds. Each fully-registered Bond shall be, respectively, in substantially the following form, with such insertions or variations as to any amortization provisions and such other insertions or omissions, endorsements and variations as may be required: - 14- Final Bond Resolution('11 Open Space) Salt Lake City, Utah December 6,2011 The City Council (the "City Council") of Salt Lake City, Utah (the "City"), met in regular public session on December 6,2011, at the regular meeting place of the City Council in the Council Chambers, Room 315 in the City and County Building, 451 South State Street, in Salt Lake City,Utah,at 7:00 p.m.,due,legal and timely notice of the meeting having been given to all members as required by law. The meeting was duly called to order by Jill Remington Love, who was conducting the meeting,with the following members of the City Council being present,constituting a quorum of the City Council: Jill Remington Love Council Chair Stan Penfold Council Vice Chair Carlton J.Christensen Councilmember Luke Garrott Councilmember JT Martin Councilmember Soren Simonsen Councilmember Vail Blair Turner Councilmember Absent: None. There were also present: Ralph Becker Mayor Edwin P. Rutan II City Attorney Christine Meeker City Recorder. 3115794.01.03.doc 0868117/RDB/mo Bond Resolution Minutes(Open Space) The City Recorder presented to the City Council an affidavit evidencing the giving of not less than twenty-four (24) hours' public notice of the agenda, date, time, and place of the December 6, 2011 regular meeting of the City Council in compliance with the requirements of Section 52-4-202, Utah Code Annotated 1953, as amended, by (1) posting written notice of the meeting at the principal office of the City Council,(2) providing notice to at least one newspaper of general circulation within the geographic jurisdiction of the City, or to a local media correspondent and (3) posting written notice of the meeting on the Utah Public Notice Website. The affidavit was ordered recorded in the minutes of the meeting and is as follows: -2- Bond Resolution Minutes(Open Space) STATE OF UTAH ) ) COUNTY OF SALT LAICE ) I, Christine Meeker, the duly qualified and acting City Recorder of Salt Lake City, Utah (the "City"), do hereby certify, according to the records of the City in my official possession, and upon my own knowledge and belief, that in accordance with the requirements of Section 52-4-202,Utah Code Annotated 1953,as amended,I gave not less than twenty-four(24) hours' public notice of the agenda,date,time,and place of the December 6,2011 regular public meeting held by the City Council of the City (the "City Council"),by: (a) causing a Notice of Public Meeting to be posted at the principal office of the City Council at Room 325, City and County Building, 451 South State Street, in Salt Lake City, Utah, on December 5, 2011, 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 regular office hours until the convening of the meeting; (b) causing a copy of the Notice of Public Meeting in the form attached hereto as Exhibit A to be provided on December 5,2011, at least twenty-four (24) hours before the convening of the meeting, to The ,Salt Lake Tribune and the Deseret News, newspapers of general circulation within the geographic jurisdiction of the City; and (c) causing a Notice of Public Meeting to be posted on December 5, 2011, on the Utah Public Notice Website,in the form attached hereto as Exhibit B,at least twenty- four(24)hours before the convening of the meeting. -3 - Bond Resolution Minutes(Open Space) IN WTTNESs WHEREOF,I have hereunto subscribed my official signature and impressed hereon the official seal of Salt Lake City,Utah,this 6th day of December,22011. Recorder Salt Lake City,Utah i CITY [SEA R�R��?OA'�S -4- Bond Resolution Minutes(Open Space) ExuiBrr A [ATTACH COPY OF MEETING NOTICE] A-1 Band Resoluunn Minutes(Open Space)