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059 of 2011 - authorizing the issuance and sale of up to $18 million of Subordinate Excise Tax Revenue Notes, seri R 11-1 Q 11-9 RESOLUTION NO59 OF 2011 A Resolution providing for the issuance of up to $18,000,000 Salt Lake City, Utah, Subordinate Excise Tax Revenue Notes, Series 2012,for the purpose of financing a portion of the cost of acquiring, constructing and equipping a performing arts center and related improvements; authorizing the execution and delivery of a Master Trust Indenture and a First Supplemental Trust Indenture to secure said Series 2012 dotes; authorizing the taking of all other actions necessary for the consummation of the transactions contemplated by this Resolution; 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 considers it necessary and desirable and for the benefit of the City to issue its subordinate excise tax revenue notes as hereinafter provided for the purpose of financing a portion of the cost of acquiring,constructing and equipping a performing arts center and related improvements (the "Series 2012 Project"), providing any necessary reserves and paying all related costs authorized by law pursuant to authority contained in the Local Government Bonding Act, Chapter 14 of Title 11 (the "Bonding Act") and the Interlocal Cooperation Act, Chapter 13 of Title 11 (the "Cooperation Act" and, collectively with the Bonding Act, the "Act"), each of the Utah Code Annotated 1953, as amended (the "Utah Code"), and other applicable provisions of law; WHEREAS, for the purposes set forth above, the City has determined (a) to issue its Subordinate Excise Tax Revenue Notes, Series 2012, in an aggregate principal amount not to exceed $18,000,000 (the "Series 2012 Notes") pursuant to a Master Trust Indenture, in substantially the form attached hereto as Exhibit B (the "Master Indenture"), and a First Supplemental Trust Indenture, in substantially the form attached hereto as Exhibit C (the "First Supplemental Indenture"), each between the City and a to-be-determined trustee (the "Trustee") (the Master Indenture and First Supplemental Indenture are sometimes collectively referred to hereinafter as the "Indenture"), each of which will be entered into in connection with the issuance of the Series 2012 Notes and (b) to cause the proceeds of the sale of the Series 2012 Notes to be applied in accordance with the Indenture; WHEREAS,the City is authorized by the Utah Code to enter into the Master Indenture and the First Supplemental Indenture, and to issue the Series 2012 Notes to finance a portion of the cost of acquisition, construction and equipping of the Series 2012 Project, to provide any necessary reserves and to pay all related costs authorized by law; WHEREAS, it is contemplated that the Series 2012 Project may be undertaken jointly by the City,the Redevelopment Agency of Salt Lake City,and, if determined by the City to be in its 3087685.01.09.doc 8704074/RDB/mo UPAC Note Resolution best interest, one or more entities satisfactory to the City pursuant to an interlocal cooperation agreement, as permitted by law; WHEREAS, in the opinion of the City, it is in the best interests of the City that the Designated Officers (defined below) be authorized to approve the final terms and provisions of the Series 2012 Notes and the arrangements for the sale and issuance thereof, all as provided herein; WHEREAS,there has been prepared a Request for Proposals (an "RFP") in order to solicit bids for a purchaser of the Series 2012 Notes, and in the opinion of the City, it is in the best interests of the City that the Designated Officers be authorized to select the purchaser of the Series 2012 Notes (the "Purchaser") in accordance with the terms and provisions of the RFP and this Resolution; WHEREAS, in satisfaction of the requirements to Section 11-14-318 of the Utah Code, on November 22, 2011,the City held a public hearing after due notice thereof to receive input from the public with respect to the issuance of the Series 2012 Notes and the potential economic impact that the Series 2012 Project will have on the private sector; WHEREAS, no written petition requesting an election with respect to the issuance of the Series 2012 Notes has been filed with the City after November 13,2011, as permitted by Section 11-14-307(7) of the Utah Code; and WHEREAS, Sections 11-14-316 and 11-13-219 of the Utah Code provide for the publication of a Notice of Notes to be Issued (the "Notice of Notes") and the running of a 30-day contest period, and the City desires to cause the publication of such Notice of Notes at this time in compliance with such sections with respect to the Series 2012 Notes; Now, THEREFORE, BE IT RESOLVED by the City Council of Salt Lake City, Utah, as follows: Section 1. Series 2012 Notes. (a) For the purposes set forth above, there is hereby authorized and directed the execution, issuance, sale and delivery of the Series 2012 Notes in the aggregate principal amount not to exceed eighteen million dollars ($18,000,000),to bear interest at a rate or rates of not to exceed three percent(3.00%) per annum, to mature over a period not to exceed five (5) years from their date or dates, and to be sold at a discount from par not to exceed two percent (2.00%) of the principal amount thereof, pursuant to the Indenture. The Series 2012 Notes shall be subject to such optional and mandatory redemption and other provisions as are contained in the final form of the Series 2012 Notes and the Indenture. Therefore, the City hereby declares its intention to issue the Series 2012 Notes according to the provisions of this Resolution and the Indenture for the purpose of financing a portion of the cost of the Series 2012 Project and paying all related costs authorized by law pursuant to authority contained in the Act and other applicable provisions of law. - 2 - UPAC Note Resolution (b) The form of the Series 2012 Notes set forth in the First Supplemental Indenture, subject to appropriate insertion and revision in order to comply with the provisions of the Indenture,is hereby approved. (c) The Series 2012 Notes shall be special obligations of the City, payable from and secured by a pledge and assignment of the Available Revenues (as defined in the Indenture) received by the City and of certain other moneys held under the Indenture on a parity with any other Bonds (as defined in the Indenture) issued from time to time under the Master Indenture. The Series 2012 Notes shall not be obligations of the State or any other political subdivision thereof, other than the City, and neither the faith and credit nor the ad valorem taxing or appropriation power of the State or any political subdivision thereof, including the City, is pledged to the payment of the Series 2012 Notes. The Series 2012 Notes shall not constitute general obligations of the City or any other entity or body,municipal,state or otherwise. Section 2. Selection of Purchaser; Issuance, Sale and Delivery of Series 2012 Notes. (a) The Series 2012 Notes authorized to be issued herein shall be sold and delivered to the Purchaser as selected by the Designated Officers pursuant to the authority delegated to such Designated Officers in Section 3 below. In selecting the Purchaser,the Designated Officers shall determine the proposal of the respondents to the RFP that, in the judgment of the Designated Officers, meets the requirements of the RFP and provides the most favorable terms to the City for the issuance of the Series 2012 Notes. The selection of the Purchaser shall be set forth in the Certificate of Determination as provided below. The Series 2012 Notes shall be sold and delivered to the Purchaser and the proceeds of sale thereof applied as provided in the Indenture, subject to the terms and provisions hereof. (b) In connection with the selection of the Purchaser and sale of the Series 2012 Notes to the Purchaser, if determined necessary or desirable by the Designated Officers, there may be prepared a bond purchase agreement between the City and the Purchaser in a form approved by the Designated Officers or such other contract, agreement, term sheet or other document acceptable to the Designated Officers containing the final terms of the Series 2012 Notes for sale to the Purchaser (collectively, the "Purchase Contract"). The Mayor or the Deputy Mayor is hereby authorized, empowered and directed to execute and deliver a Purchase Contract on behalf of the City and the City Recorder is hereby authorized, empowered and directed to affix the seal of the City, to attest such seal and to countersign such Purchase Contract, with such changes to the Purchase Contract as are approved by the Designated Officers, execution thereof to constitute conclusive evidence of such approval. Section 3. Delegation of Authority. (a) There is hereby delegated to the Designated Officers (defined below), subject to the limitations contained in this Resolution, the power to determine and effectuate the following with respect to the Series 2012 Notes and the Designated Officers are hereby authorized to make such determinations and effectuations: (i) the principal arnount of the Series 2012 Notes necessary to accomplish the purpose of the Series 2012 Notes set forth in recitals hereto and the aggregate principal amount of the Series 2012 Notes to be executed and delivered pursuant to the Indenture; - 3 - UPAC Note Resolution (ii) the maturity date or dates and principal amount of each maturity of the Series 2012 Notes to be issued and the principal amount of Series 2012 Notes scheduled to be paid in any year; (iii) the interest rate or rates of the Series 2012 Notes; (iv) the sale of the Series 2012 Notes to the Purchaser, the purchase price to be paid by the Purchaser for the Series 2012 Notes and the terms of any Purchase Contract; (v) the time and redemption price at which the Series 2012 Notes may be called for redemption prior to their maturity at the option of the City; provided that the latest date that the Series 2012 Notes shall initially be subject to such optional redemption shall be no later than one year from the date the Series 2012 Notes are issued: (vi) the Series 2012 Notes, if any, to be retired from mandatory sinking fund redemption payments and the dates and the amounts thereof; (vii) the amount of reserves necessary to be maintained in connection with the Series 2012 Notes,if any; (viii) the use and deposit of the proceeds of the Series 2012 Notes; (ix) the trustee for the Series 2012 Notes; and (x) any other provisions deemed advisable by the Designated Officers not materially in conflict with the provisions of this resolution. For purposes of this Resolution and the Series 2012 Notes, "Designated Officers" means (a) the Mayor of the City,or, in the event of the absence or incapacity of the Mayor,the Mayor's Chief of Staff, or in the event of the absence or incapacity of both the Mayor and the Mayor's Chief of Staff, the City Treasurer and (b) (i) the Chair of the City Council (the "Chair"); or (ii) in the event of the absence or incapacity of the Chair, the Vice Chair of the City Council (the "Vice Chair"); or (iii) in the event of the absence or incapacity of both the Chair and the Vice Chair, Carlton J. Christensen, a member of the City Council; or (iv) in the event of the absence or incapacity of the Chair, the Vice Chair and Carlton J. Christensen, Soren D. Simonsen, a member of the City Council. (b) Promptly following the date and time specified in the RFP for the receipt of proposals for the purchase of the Series 2012 Notes, the Designated Officers shall obtain such information as they deem necessary to select the Purchaser and make the other determinations set forth above, all in accordance with the terms and provisions of this Resolution. In making such determination the Designated Officers shall consult with Daniel A. Mule,the City Treasurer, and Lewis Young Robertson & Burningham, Inc., the City's financial advisor, unless, in each case, such person or firm is unavailable or incapacitated, in which case the Designated Officers are excused from consulting with such person. Thereupon,the Designated Officers shall execute the Certificate of Determination setting forth the selection of the Purchaser and containing the final -4- UPAC Note Resolution terms of the Series 2012 Notes (the "Certificate of Determination"), which execution shall be conclusive evidence of the action or determination of the Designated Officers as to the matters stated therein. The Certificate of Determination shall be in substantially the form attached hereto as Exhibit A, with such changes thereto as are approved by the Designated Officers executing the same,their execution thereof to constitute conclusive evidence of such approval. Section 4. Approval and Execution of Master Indenture and First Supplemental Indenture. Each of the Master Indenture and the First Supplemental Indenture, is hereby authorized and approved, and the Mayor or the Deputy Mayor is hereby authorized, empowered and directed to execute and deliver the Master Indenture and the First 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 Master Indenture and the First Supplemental Indenture the seal of the City and to attest such seal and countersign the Master Indenture and the First Supplemental Indenture, with such changes to the Master Indenture and the First 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 Master Indenture and the First Supplemental Indenture, as executed and delivered, are hereby incorporated in and made a part of this resolution. The Master Indenture and the First Supplemental Indenture shall constitute a "system of registration" for all purposes of the Registered Public Obligations Act of Utah: Section 5. Notice of Notes to be Issued; Contest Period. In accordance with the provisions of Sections 11-14-316 and 11-13-219 of the Utah Code, the City Recorder or any Deputy City Recorder shall cause the Notice of Notes, in substantially the form attached hereto as Exhibit D, to be published one time in The Salt Lake Tribune and the Deseret News, newspapers having general circulation within the City. For a period of thirty (30) days from and after publication of the Notice of Notes, any person in interest shall have the right to contest the legality of this Resolution (including the forms of Master Indenture and the First Supplemental Indenture attached hereto) or the Series 2012 Notes hereby authorized or any provisions made for the security and payment of the Series 2012 Notes. After- such time, no one shall have any cause of action to contest the regularity, formality or legality of this Resolution (including the Master Indenture and the First Supplemental Indenture) or the Series 2012 Notes or any provisions made for the security and payment of the Series 2012 Notes for any cause. Section 6. City Recorder to Perform Certain Acts. The City Recorder is hereby directed to maintain a copy of this Resolution (together with all annexes hereto) and the forms of the Master Indenture and the First Supplemental Indenture on file in the City Recorder's office during regular business hours-for public examination by registered voters of the City and other interested persons until at least thirty (30) days from and after the date of publication of the Notice of Notes. Section 7. Other Certificates and Documents Required to Evidence Connpliance with Federal Tax Laws. Each of the Mayor or the Deputy Mayor, the City Recorder or any Deputy City Recorder and the City Treasurer is hereby authorized and directed to execute such - 5 - UPAC Note Resolution certificates and documents as are required to evidence compliance with the federal laws relating to the tax-exempt status of interest on the Series 2012 Notes. Section 8. Other Actions With Respect to the Series 2012 Notes. The officers and employees of the City shall take all action necessary or reasonably required to carry out, give effect to, and consummate the transactions contemplated hereby and shall take all action necessary in conformity with the Act to carry out the issuance of the Series 2012 Notes, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with the sale and delivery of the Series 2012 Notes. If(a) the Mayor or (b) the City Recorder shall be unavailable or unable to execute or attest and countersign, respectively, the Series 2012 Notes or the other documents 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. Without limiting the generality of the foregoing, the officers and employees of the City are authorized and directed to take such action as shall be necessary and appropriate to issue the Series 2012 Notes. Section 9. Prior Acts Ratified, Approved and Confirmed. All acts of the officers and employees of the City in connection with the issuance of the Series 2012 Notes are hereby ratified,approved and confirmed. Section 10. Resolution Irrepealable. Following the execution and delivery of the First Supplemental Indenture, this resolution shall be and remain irrepealable until the Series 2012 Notes and the interest thereon shall have been fully paid,cancelled,and discharged. Section H. 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 12. Effective Date. This resolution shall be effective immediately upon its approval and adoption. (Signature page follows.) - 6 - UPAC Note Resolution ADOPTED AND APPROVED by the City Council of Salt Lake City,Utah,this 6th day of December,2011. SALT LAKE CITY,UTAH I �y� I 3 'a Salt Lake City Council v% ATTEST: �Raoa ®P eccrder [SEAL] APPROVED: By +11�i/1d1' 4, dtdM� ftLt�hry�Mayor APPROVED AS TO FORM: By Senior dity Attorney -7- CPAC Note Resolution