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Proposed Resolution - 8/17/2021 Sales_Excise Tax_Authority Resolution.docx 8709966/RDB/mo RESOLUTION NO. __ OF 2021 A Resolution authorizing the redemption of certain outstanding Lease Revenue Bonds; authorizing the execution and delivery of one or more escrow agreements; authorizing the taking of all other actions necessary for the consummation of the transactions contemplated by this resolution; and related matters. *** *** *** WHEREAS, the Local Building Authority of Salt Lake City, Utah (the “Authority”), has been duly organized as a Utah nonprofit corporation by Salt Lake City, Utah (the “City”), solely for the purpose of (a) accomplishing the public purposes for which the City exists by acquiring, constructing, improving or extending any improvements, facilities or properties (whether real or personal) and appurtenances to them which the City is authorized or permitted by law to acquire, including, but not limited to, public buildings or other structures of every nature or any joint or partial interest in the same, and (b) financing the costs of such projects on behalf of the City in accordance with the procedures and subject to the limitations of the Local Building Authority Act, Title 17D, Chapter 2, Utah Code Annotated 1953, as amended (the “Act”), and other applicable Utah law; WHEREAS, the Authority has previously issued its (i) Lease Revenue Bonds, Series 2013A (the “2013A LBA Bonds”) and (ii) Lease Revenue Bonds, Series 2014A (the “2014A LBA Bonds”) to finance the acquisition and construction of certain library facilities (the “Leased Facilities”) and has leased such facilities to the City pursuant to that certain Master Lease Agreement, dated as of June 1, 2013, as heretofore amended and supplemented (the “Lease”), between the Authority and the City; WHEREAS, pursuant to Section 14.01 of the Lease, the City has the option to purchase the Leased Facilities on each Optional Purchase Date (as defined in the Master Lease); WHEREAS, on the date hereof the City Council of the City adopted a resolution authorizing the issuance and sale of one or more series of its sales and excise tax revenue bonds (the “City STR Bonds”), a purpose of the proceeds of which is to pay the Option Price (as defined in the Master Lease) for the Leased Facilities on the applicable Optional Purchase Date by entering into an Escrow Agreement (the “Escrow Agreement”) with the Authority and an escrow agent, to hold such proceeds in escrow to pay the Option Price on the applicable Optional Purchase Date; WHEREAS, the form of the Escrow Agreement has been prepared and distributed to the Authority, and the Authority has examined the provisions of the Escrow Agreement and desires at this time to approve the terms and provisions of the Escrow Agreement and to authorize the execution and delivery thereof by the Authority’s President, Vice President or the President’s designee (the “President”) and by the countersignature and attestation thereof by the Secretary/Clerk, or any assistant or deputy Secretary/Clerk (the “Secretary/Clerk”); and - 2 - 2021 Authority Resolution WHEREAS, on the applicable Optional Purchase Date, the Authority desires to redeem the then outstanding 2013A LBA Bonds and 2014A LBA Bonds (collectively, the “Redeemed Bonds”); NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Local Building Authority of Salt Lake City, Utah, as follows: Section 1. Authorization of Escrow Agreement. One or more Escrow Agreements, in substantially the form set forth as Exhibit A hereto, with such insertions, changes and additions as shall be made with the approval of the President, execution by the President thereof to constitute conclusive evidence of such approval, is hereby in all respects authorized and approved. The Authority, through the President and the Secretary/Clerk, shall enter into the Escrow Agreement with an escrow agent establishing one or more escrow accounts from which the redemption price of, and interest on, the Redeemed Bonds shall be paid when due. After all the Redeemed Bonds shall have become due and payable pursuant to call for redemption, any investments remaining in an escrow account shall be liquidated, and any proceeds of liquidation over and above the amount necessary to be retained for the payment of any Redeemed Bonds not yet presented for payment, including interest due and payable, shall be paid in accordance with the Escrow Agreement. The President is hereby authorized and directed to execute and deliver, and the Secretary/Clerk to seal, countersign and attest, the Escrow Agreement. Section 2. Notice of Intent to Purchase. The execution by the City of the Escrow Agreement and the funding of the escrow account created thereunder shall constitute the City’s written notice of the City’s intent to purchase the applicable Leased Facilities under Section 14.01 of the Lease. Section 3. Provision for Redemption the Redeemed Bonds. It is hereby found and determined that, pursuant to the Escrow Agreement and this resolution, moneys and governmental obligations permitted under the Act, the principal of and the interest on which, when due, will provide moneys that will be sufficient to pay, when due, pursuant to call for redemption, the redemption price of and interest due and to become due on, the Redeemed Bonds, will be deposited with the escrow agent and provision thereby made for the redemption of the Redeemed Bonds. Section 4. Authorization of Redemption Prior to Maturity of Redeemed Bonds. Upon the issuance of the City STR Bonds and the funding of the escrow account under the Escrow Agreement, the Redeemed Bonds are irrevocably called for redemption on October 15, 2023, each at the redemption price of one hundred percent (100%) of the principal amount of each such Redeemed Bond so called for redemption plus accrued interest thereon to the date fixed for redemption. Notice of such redemption shall be given as provided in that certain Indenture of Trust, Assignment of Lease Agreements and Security Agreement, dated as of June 1, 2013, as heretofore amended and supplemented, between the Authority and U.S. Bank National Association, as trustee. Section 5. Other Certificates and Documents Required to Transfer Title to the City. Upon satisfaction of any of the conditions listed in Section 14.02(b) of the Lease, each of the - 3 - 2021 Authority Resolution President and the Secretary/Clerk is hereby authorized and directed to execute such certificates and documents as are required to transfer title to the Leased Facilities to the City. Section 6. Other Actions With Respect to the Redemption of the Redeemed Bonds. The officers and employees of the Authority 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 to carry out the redemption of the Redeemed Bonds, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with the issuance and sale of the City STR Bonds and the redemption of the Redeemed Bonds. If (a) the President or (b) the Secretary/Clerk shall be unavailable or unable to execute or attest and countersign, respectively, the documents that they are hereby authorized to execute, attest and countersign, the same may be executed, or attested and countersigned, respectively, (i) by the Authority’s Vice President or (iii) by any assistant or deputy Secretary/Clerk. Without limiting the generality of the foregoing, the officers and employees of the Authority are authorized and directed to take such action as shall be necessary and appropriate to redeem the Redeemed Bonds. Section 7. Prior Acts Ratified, Approved and Confirmed. All acts of the officers and employees of the Authority in connection with the redemption of the Redeemed Bonds are hereby ratified, approved and confirmed. Section 8. Resolution Irrepealable. Following the execution and delivery of an Escrow Agreement, this resolution shall be and remain irrepealable until all of the Redeemed Bonds and the interest thereon shall have been fully paid, cancelled, and discharged. Section 9. 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 10. Effective Date. This resolution shall be effective immediately upon its approval and adoption. (Signature page follows.) - 4 - 2021 Authority Resolution ADOPTED AND APPROVED by the Board of Directors of the Local Building Authority of Salt Lake City, Utah, this 17th day of August, 2021. LOCAL BUILDING AUTHORITY OF SALT LAKE CITY, UTAH By_______________________________ President [SEAL] ATTEST: ___________________________________ Secretary/Clerk APPROVED AS TO FORM: By_______________________________ Senior City Attorney A-1 2021 Authority Resolution EXHIBIT A [ATTACH FORM OF ESCROW AGREEMENT]