004 of 2021 - Lease Revenue Bonds Series 2013A and 2014A
Sales_Excise Tax_Authority Resolution.docx
8709966/RDB/mo
RESOLUTION NO. 4 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
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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
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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.)
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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
Aug 17, 2021
Boyd Ferguson
Amy Fowler (Aug 17, 2021 19:36 MDT)
Amy Fowler
Cindy Trishman (Aug 17, 2021 19:45 MDT)
Cindy Trishman
A-1 2021 Authority Resolution
EXHIBIT A
[ATTACH FORM OF ESCROW AGREEMENT]
Draft of
6/18/21
Escrow Agreement.docx
8709966/RDB/mo
ESCROW AGREEMENT
[Between][By and Among]
SALT LAKE CITY, UTAH
[LOCAL BUILDING AUTHORITY OF SALT LAKE CITY, UTAH]
AND
_______________, as Escrow Agent
$__________
SALT LAKE CITY, UTAH
FEDERALLY TAXABLE SALES AND EXCISE TAX REVENUE REFUNDING BONDS
SERIES 2021
providing for the refunding of all of the __________’s
____________ Revenue Bonds
Series 201__
And
____________ Revenue Bonds
Series 201__
DATED AS OF __________, 2021
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TABLE OF CONTENTS
SECTION PAGE
ARTICLE I DEFINITIONS .................................................................................................1
ARTICLE II RECITALS ......................................................................................................3
ARTICLE III CREATION OF ESCROW ..................................................................................3
ARTICLE IV COVENANTS OF ESCROW AGENT ..................................................................4
ARTICLE V COVENANTS OF CITY ....................................................................................6
ARTICLE VI NOTICE OF REDEMPTION ...............................................................................6
ARTICLE VII AMENDMENTS, REINVESTMENT OF FUNDS, IRREVOCABILITY
OF AGREEMENT .............................................................................................7
ARTICLE VIII NOTICES TO THE CITY, THE CITY TREASURER AND THE
ESCROW AGENT ............................................................................................8
ARTICLE IX TERMINATION OF AGREEMENT .....................................................................9
ARTICLE X COUNTERPARTS ............................................................................................9
ARTICLE XI REPRESENTATION REGARDING ETHICAL STANDARDS FOR
CITY OFFICERS AND EMPLOYEES AND FORM CITY OFFICERS
AND EMPLOYEES ...........................................................................................9
Signatures .......................................................................................................................................10
EXHIBIT A — Escrow SLGS
SCHEDULE 1 — Form of Notice of Redemption
SCHEDULE 2 — Notice of Refunding and Defeasance
Escrow Agreement
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, dated as of __________, 2021, by and [between][among] SALT
LAKE CITY, UTAH, a body corporate and a political subdivision of the State of Utah, organized and
existing under the laws of the State of Utah (the “City”), [the Local Building Authority of Salt
Lake City, Utah, a Utah nonprofit corporation (the “Authority”)] and _______________, a
national banking association duly organized and existing under the laws of the United States of
America (the “Escrow Agent”), for and in consideration of the mutual covenants herein contained
and in consideration of Five Dollars ($5.00) duly paid by the City to the Escrow Agent, the receipt
whereof is hereby acknowledged,
W I T N E S S E T H:
ARTICLE I
DEFINITIONS
Section 1.01. The following words and terms used in this Escrow Agreement shall have the
following meanings unless the context or use clearly indicates another or different meaning:
“Act” means, collectively, the Utah Refunding Bond Act, Chapter 27 of Title 11 of the
Utah Code, the Registered Public Obligations Act, Chapter 7 of Title 15 of the Utah Code, and
other applicable provisions of law.
“Agreement” means this Escrow Agreement between the City[, the Authority] and the
Escrow Agent.
[“Authority Resolution” means that certain resolution adopted by the Board of Directors
on August 17, 2021, authorizing (a) the refunding the Refunded Bonds and (b) this Agreement.]
[“Board of Directors” means the Board of Directors of the Authority.]
“Bond Resolution” means that certain resolution adopted by the City Council on August
17, 2021, including as apart of such resolution that certain Certificate of Determination, dated
__________, 2021, authorizing (a) the issuance of the Series 2021B Bonds for the purpose of,
among other things, refunding the Refunded Bonds and (b) this Agreement.
“City” means Salt Lake City, Utah.
“City Council” means the City Council of the City.
“City Recorder” means the City Recorder of the City, or in the case of the absence or
disability of the City Recorder, any Deputy City Recorder.
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“City Treasurer” means the City Treasurer of the City or, in the case of the absence or
disability of the City Treasurer, the Deputy Treasurer of the City.
“Code” means the Internal Revenue Code of 1986, as amended.
“Escrow Account” means the irrevocable trust account established under this Agreement
by the deposit of the Escrow Investments.
“Escrow Agent” means _______________, in its capacity as Escrow Agent hereunder or
its successor.
“Escrow Investments” means the Government Securities, purchased with proceeds of the
Series 2021B Bonds in connection with the refunding of the Refunded Bonds and deposited
hereunder, as more particularly described in Exhibit A attached hereto.
“Government Securities” 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.
“Indenture” means that certain Master Trust Indenture, dated as of September 1, 2004, as
heretofore amended and supplemented, and as further amended and supplemented by that certain
__________ Supplemental Trust Indenture, dated as of October 1, 2021, relating to the Series 2021
Bonds, each between the City and Zions Bancorporation, National Association, as trustee.
[“LBA Indenture” means that certain Indenture of Trust, Mortgage, Assignment of Lease
Agreements and Security Agreement, dated as of June 1, 2012, between the Authority and U.S.
Bank National Association, as trustee.]
“Mayor” means the Mayor of the City, or in the event of absence or disability of the Mayor,
the Chief of Staff or other person duly authorized to perform the duties of the Mayor.
[“President” means the President of the Board of Directors, or in the event of absence or
disability of the President, the Vice President of the Board of Directors.]
“Refunded Bonds” means __________.
“Report” means the opinion and report of __________, independent Certified Public
Accountants, delivered simultaneously herewith.
[“Secretary/Clerk” means the Secretary/Clerk of the Authority, or in the event of
absence or disability of the Secretary/Clerk, any other person duly authorized to perform
the duties of the Secretary/Clerk.]
“Series 201__ Bonds” means the $__________ aggregate principal amount of
__________ Revenue Bonds, Series 201__, dated __________, 201_.
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“Series 201__ Bonds” means the $__________ aggregate principal amount of
__________ Revenue Bonds, Series 201__, dated __________, 201_.
“Series 2021 Bonds” means the $__________ Federally Taxable Sales and Excise Tax
Revenue Refunding Bonds, Series 2021, authorized to be issued by the Bond Resolution and the
Indenture.
ARTICLE II
RECITALS
Section 2.01. This Agreement is entered into pursuant to authority contained in the Act,
[the Authority Resolution,] the Bond Resolution and the Indenture, and is executed by [(a)] the
Mayor, the City Treasurer and the City Recorder pursuant to authority contained in the Bond
Resolution [and (b) the President and the Secretary/Clerk pursuant to authority contained in the
Authority Resolution]. This Agreement is irrevocable and is not subject to amendment except as
otherwise expressly provided in Article VII hereof.
Section 2.02. The City Council adopted the Bond Resolution authorizing the issuance of
the Series 2021 Bonds for the purpose, among other things, of refunding the Refunded Bonds. A
certified copy of the Bond Resolution has been heretofore delivered to the Escrow Agent by the
City. The Series 2021 Bonds have been sold, and it is contemplated that they will be delivered to
the purchasers thereof on or about __________, 2021. The Bond Resolution and the Indenture
provide that a portion of the proceeds from the sale of the Series 2021 Bonds shall, simultaneously
with the delivery of the Series 2021 Bonds, be deposited with the Escrow Agent in trust in
accordance with the provisions of this Agreement.
Section 2.03. The Refunded Bonds are payable at the principal corporate trust office of the
paying agent for the Refunded Bonds.
Section 2.04. The Refunded Bonds were issued pursuant to the [Indenture][LBA
Indenture]. The Refunded Bonds are outstanding in the aggregate principal amount, bear interest
and mature as set forth in the definition of such term. The Refunded Bonds are subject to
redemption on any date on or after __________, 202_, at a redemption price equal to 100%
(expressed as a percentage of the principal amount of the Refunded Bonds so called for
redemption) plus accrued interest thereon to the redemption date. The Refunded Bonds will be
called for redemption on __________, 202_, pursuant to [the Authority Resolution,] the Bond
Resolution[, the LBA Indenture] and the Indenture.
ARTICLE III
CREATION OF ESCROW
Section 3.01. The City by the Bond Resolution and the Indenture has authorized the
issuance and delivery of the Series 2021 Bonds, $__________ of the proceeds of which are to be
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used to refund the Refunded Bonds by the deposit with the Escrow Agent of moneys that are
sufficient to provide a beginning deposit on demand and to purchase the Escrow Investments on
behalf of the [Authority][City]. As provided in the Report, such beginning deposit and the Escrow
Investments will provide all moneys necessary to pay the principal or redemption price of and
interest on the Refunded Bonds when due pursuant to regularly scheduled interest payments and
calls for redemption.
Section 3.02. The City will deposit $__________ from the proceeds of sale of the Series
2021 Bonds, together with $__________ of funds on deposit in the __________________,
$__________ of which shall be used for the purchase of the Escrow Investments and $__________
of which shall be used for the funding of the beginning cash deposit on demand with the Escrow
Agent. The beginning deposit and the Escrow Investments are to be held in the Escrow Account
for the [Authority][City] for the benefit of the owners and holders of the Refunded Bonds to pay
the principal and redemption price of and interest on the Refunded Bonds as the same fall due on
each interest payment date, at maturity or on the redemption date, as set forth in the cash flow
schedules to the Report, and the same are hereby irrevocably pledged to the payment of the
principal or redemption price of and interest on the Refunded Bonds in accordance herewith.
ARTICLE IV
COVENANTS OF ESCROW AGENT
Section 4.01. The Escrow Agent covenants and agrees with [the Authority] and the City as
follows:
(1) The Escrow Agent will hold the Escrow Investments and all interest income
or profit derived therefrom and all uninvested deposits in an irrevocable segregated and
separate trust fund account solely and exclusively for the purposes for which escrowed.
(2) The Escrow Agent at the written direction of the City Treasurer [(on behalf
of the Authority)] shall invest any uninvested cash in the Escrow Account in Government
Securities to mature when needed as set forth in the cash flow schedules to the Report;
provided, however, that Government Securities shall be purchased only if there is an
established market for such securities and the market price is paid therefor. In the event
moneys cannot be invested as described in the preceding sentence due to the denomination,
price or availability of such investments, such amounts shall be held uninvested, but only
to the minimum extent necessary. The Escrow Agent shall hold balances not so invested
in the Escrow Account on demand and in trust for the purposes hereof and such demand
deposits shall be secured as required by OCC regulations.
(3) The Escrow Agent will promptly collect all principal, interest or profit from
the Escrow Investments and promptly apply the same as necessary to the payment of the
redemption price of and interest on the Refunded Bonds as the same become due on each
interest payment date, maturity date and redemption date, and as will meet the requirements
for the retirement of the Refunded Bonds as set forth in the Cash Flow Schedules to the
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Report, and such payments shall fully release and discharge the Escrow Agent from any
further duty or obligation thereto under this Agreement.
(4) The Escrow Agent will remit to the paying agent for the Refunded Bonds,
in good funds on or before each interest payment date or redemption date of the Refunded
Bonds, moneys sufficient to pay such interest and redemption price as will meet the
requirements for the retirement of the Refunded Bonds and such remittances shall fully
release and discharge the Escrow Agent from any further duty or obligation thereto under
this Agreement.
(5) No fees of the Escrow Agent, any paying agent on the Refunded Bonds or
the paying agent on the Series 2021 Bonds, or any other charges, may be paid from the
money or Escrow Investments in the Escrow Account prior to retirement of the Refunded
Bonds, and the City agrees that it will pay all such fees as such payments become due.
Neither the Escrow Agent, any paying agent on the Refunded Bonds nor the paying agent
on the Series 2021 Bonds will have any lien on or with respect to the money or Escrow
Investments in the Escrow Account.
(6) The Escrow Agent has all the powers and duties herein set forth with no
liability in connection with any act or omission to act hereunder, except for its own
negligence or willful breach of trust, and shall be under no obligation to institute any suit,
action or other proceeding under this Agreement or to enter any appearance in any suit,
action or proceeding in which it may be defendant or to take any steps in the enforcement
of its, or any, rights and powers hereunder, nor shall be deemed to have failed to take any
such action, unless and until it shall have been indemnified by the City to the Escrow
Agent’s satisfaction against any and all costs and expenses, outlays, counsel fees and other
disbursements, including its own reasonable fees, and if any judgment, decree or recovery
be obtained by the Escrow Agent, payment of all sums due it, as aforesaid, shall be a first
charge against the amount of any such judgment, decree or recovery.
(7) The Escrow Agent will submit to the City Treasurer [(on behalf of the
Authority)] a statement within ten (10) days after June 30 of each year, commencing June
30, 2022, itemizing all moneys received by it and all payments made by it under the
provisions of this Agreement during the preceding 12-month period (or shorter period from
the date of execution hereof to June 30, 2022), and also listing the Escrow Investments on
deposit therewith on the date of said report, including all moneys held by it received as
interest on or profit from the collection of the Escrow Investments.
(8) If at any time it shall appear to the Escrow Agent that the available proceeds
of the Escrow Investments and deposits on demand in the Escrow Account will not be
sufficient to make any payment due to the owners or holders of any of the Refunded Bonds,
the Escrow Agent shall, to the extent possible, notify [the Authority,] the City Treasurer
and the City not less than five (5) days prior to the date such payment is due to the owners
or holders of any of the Refunded Bonds and the City agrees that it will from any funds
legally available for such purpose make up the anticipated deficit so that no default in the
making of any such payment will occur.
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ARTICLE V
COVENANTS OF CITY [AND THE AUTHORITY]
Section 5.01. The City covenants and agrees with the Escrow Agent as follows:
(a) The Escrow Agent shall have no responsibility or liability whatsoever for (i) any of
the recitals of the City herein, (ii) the performance of or compliance with any covenant, condition,
term or provision of the Bond Resolution and (iii) any undertaking or statement of the City
hereunder or under the Bond Resolution and the Indenture.
(b) Except as herein otherwise expressly provided, all payments to be made by, and all
acts and things required to be done by, the Escrow Agent under the terms and provisions of this
Agreement, shall be made and done by the Escrow Agent without any further direction or authority
of the City.
[Section 5.02. The Authority covenants and agrees with the Escrow Agent as follows:
(a) The Escrow Agent shall have no responsibility or liability whatsoever for (i) any of
the recitals of the Authority herein, (ii) the performance of or compliance with any covenant,
condition, term or provision of the Authority Resolution and (iii) any undertaking or statement of
the Authority hereunder or under the Authority Resolution and the LBA Indenture.
(b) Except as herein otherwise expressly provided, all payments to be made by, and all
acts and things required to be done by, the Escrow Agent under the terms and provisions of this
Agreement, shall be made and done by the Escrow Agent without any further direction or authority
of the Authority.]
ARTICLE VI
NOTICE OF REDEMPTION
Section 6.01. The Escrow Agent, as agent for the [Authority][City] and as trustee for the
Refunded Bonds, shall cause notice of the call for redemption of the Refunded Bonds to be given
by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the redemption
date, to the registered owner, as of the record date, of each Refunded Bond which is subject to
redemption, at the address of such registered owner as it appears in the registration books of the
[Authority][City] kept by the trustee, or at such other address as is furnished to the trustee in
writing by such registered owner on or prior to the record date. Such notice of redemption shall
specify the date for the redemption of the Refunded Bonds, which shall be __________, 202_.
The Escrow Agent acknowledges receipt of a copy of the form of such notice of redemption. Such
notice shall be in substantially the form set forth in Schedule 1 attached hereto.
Section 6.02. The Escrow Agent shall further give such notice of redemption at least two
(2) business days in advance of the mailed notice to the holders described in Section 6.01 above
as required under DTC’s then-current operating procedures and as required by Section ___ of the
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__________ and Section ___ of the __________, relating to the Refunded Bonds, to all registered
securities depositories then in the business of holding substantial amounts of obligations of types
comprising the Refunded Bonds.
Section 6.03. The City acknowledges that pursuant to the Continuing Disclosure
Agreements, dated __________, 201_, and __________, 201_ relating to the Refunded Bonds it
is required to provide a notice of defeasance. The City hereby authorizes and directs the Escrow
Agent, and the Escrow Agent agrees, to give such notice in substantially the form attached hereto
as Schedule 2.
ARTICLE VII
AMENDMENTS, REINVESTMENT OF FUNDS,
IRREVOCABILITY OF AGREEMENT
Section 7.01. This Agreement may be amended or supplemented for any one or more of
the following purposes: (a) to make provision for the curing of any ambiguity, or of curing or
correcting any defective provision contained in this Agreement, or of severing any provision of
this Agreement that has been determined to be illegal by a court of competent jurisdiction, and (b)
to add to the covenants and agreements of [the Authority,] the City or the Escrow Agent contained
in this Agreement, other covenants and agreements thereafter to be observed by [the Authority,]
the City or the Escrow Agent or to make any other provision for the purpose of protecting the
rights of the owners and holders of the Refunded Bonds or the Series 2021 Bonds (any such
amendment or supplement to be referred to as a “Subsequent Action”), upon submission to the
Escrow Agent of each of the following:
(i) Certified copy of proceedings of the City Council authorizing the
Subsequent Action and a copy of the document effecting the Subsequent Action signed by
duly designated officers of the City.
(ii) An opinion of nationally recognized bond counsel nationally recognized as
having an expertise in the area of municipal bonds to the effect that the Subsequent Action
is a permitted Subsequent Action under the terms of Section 7.01 hereof and does not
adversely affect the legal rights of the owners or holders of the Series 2021 Bonds or the
Refunded Bonds.
(iii) An opinion of a firm of nationally recognized independent certified public
accountants to the effect that the amounts (which will consist of cash or deposits on demand
held in trust or receipts from direct full faith and credit obligations of the United States of
America, not subject to call and redemption prior to maturity, all of which shall be held
hereunder) available or to be available for payment of the Refunded Bonds will remain
sufficient to pay when due the redemption price of and interest on the Refunded Bonds
after the taking of the Subsequent Action; provided, however, that in no event shall such
direct full faith and credit obligations of the United States of America so on deposit include
money market funds consisting of investments in such obligations.
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[(iv) Certified copy of proceedings of the Board of Directors authorizing the
Subsequent Action and a copy of the document effecting the Subsequent Action signed by
duly designated officers of the Authority.]
Section 7.02. Except as provided in Section 7.01 hereof, all of the rights, powers, duties
and obligations of the Escrow Agent hereunder shall be irrevocable and shall not be subject to
amendment by the Escrow Agent and shall be binding on any successor to the Escrow Agent during
the term of this Agreement.
Section 7.03. Except as provided in Section 7.01 hereof, all of the rights, powers, duties
and obligations of the City hereunder shall be irrevocable and shall not be subject to amendment
by the City and shall be binding on any successor to the officials now comprising the City Council
or the officials of the City during the term of this Agreement.
[Section 7.04. Except as provided in Section 7.01 hereof, all of the rights, powers, duties
and obligations of the Authority hereunder shall be irrevocable and shall not be subject to
amendment by the Authority and shall be binding on any successor to the officials now comprising
the Board of Directors or the officials of the Authority during the term of this Agreement.]
ARTICLE VIII
NOTICES TO [THE AUTHORITY,] THE CITY, THE CITY TREASURER
AND THE ESCROW AGENT
Section 8.01. All notices and communications to the City shall be addressed in writing to:
Salt Lake City, Attention: City Recorder, 451 South State Street, Salt Lake City, Utah 84111, or
such other address as may be directed by the City from time to time by written instruction.
Section 8.02. All notices and communications to the City Treasurer shall be addressed in
writing to: City Treasurer, Salt Lake City, 451 South State Street, Room 228, Salt Lake City, Utah
84111, or such other address as may be directed by the City Treasurer from time to time by written
instruction.
Section 8.03. All notices and communications to the Escrow Agent shall be addressed in
writing to: Zions Bancorporation, National Association, One South Temple, Twelfth Floor, Salt
Lake City, Utah, 84133, Attention: Corporate Trust Department, or such other address as may be
directed by the Escrow Agent from time to time by written instruction.
[Section 8.04. All notices and communications to the Authority shall be addressed in writing
to: Local Building Authority of Salt Lake City, Attention: Secretary/Clerk, 451 South State Street,
Room 415, Salt Lake City, Utah 84111, or such other address as may be directed by the Authority
from time to time by written instruction.]
- 9 - Escrow Agreement
ARTICLE IX
TERMINATION OF AGREEMENT
Section 9.01. Upon final disbursement of funds sufficient to pay the redemption price of
and interest on the Refunded Bonds as hereinabove provided for, the Escrow Agent will transfer,
with due notice thereof mailed to [the Authority,] the City Treasurer and the City, any balance
remaining in the Escrow Account to the trustee for the Series 2021 Bonds for deposit into the
Principal and Interest Fund established under the Indenture and used to pay interest on the Series
2021 Bonds. Thereupon, this Agreement shall terminate.
ARTICLE X
COUNTERPARTS
Section 10.01. This Agreement may be executed in counterparts, each of which shall
constitute an original.
ARTICLE XI
REPRESENTATION REGARDING ETHICAL STANDARDS FOR CITY OFFICERS AND EMPLOYEES
AND FORMER CITY OFFICERS AND EMPLOYEES
Section 11.01. The Escrow Agent represents that it has not: (a) provided an illegal gift or
payoff to a City officer or employee or former City officer or employee, or his or her relative or
business entity; (b) retained any person to solicit or secure this contract upon an agreement or
understanding for a commission, percentage, or brokerage or contingent fee, other than bona fide
employees or bona fide commercial selling agencies for the purpose of securing business; (c)
knowingly breached any of the ethical standards set forth in the City’s conflict of interest
ordinance, Chapter 2.44, Salt Lake City Code; or (d) knowingly influenced, and hereby promises
that it will not knowingly influence, a City officer or employee or former City officer or employee
to breach any of the ethical standards set forth in the City’s conflict of interest ordinance, Chapter
2.44, Salt Lake City Code.
(Signature page follows.)
- 10 - Escrow Agreement
IN WITNESS WHEREOF, the City has caused this Agreement to be signed in its official name
by its Mayor and City Treasurer and attested and countersigned by the City Recorder and its
official seal to be hereunto affixed[, the Authority has caused this Agreement to be signed in its
official name by the President and attested and countersigned by the Secretary/Clerk and its official
seal to be hereunto affixed] and __________ has caused this Agreement to be signed in its
corporate name by one of its __________, all as of the day and year first above written.
SALT LAKE CITY, UTAH
By ____________________________________
Mayor
By ____________________________________
City Treasurer
[SEAL]
ATTEST AND COUNTERSIGN:
By_________________________________
City Recorder
APPROVED AS TO FORM:
By ____________________________________
Senior City Attorney
[LOCAL BUILDING AUTHORITY OF SALT LAKE
CITY, UTAH
By ____________________________________
President
[SEAL]
ATTEST AND COUNTERSIGN:
By_________________________________
Secretary/Clerk]
________________, as Escrow Agent
- 11 - Escrow Agreement
By ____________________________________
Its _________________________________
A-1 Escrow Agreement
EXHIBIT A
[GOVERNMENT SECURITIES]
See attached.
Schedule 1-1 Escrow Agreement
SCHEDULE 1
[FORM OF NOTICE OF REDEMPTION]
NOTICE OF REDEMPTION
[LOCAL BUILDING AUTHORITY OF] SALT LAKE CITY, UTAH
__________ REVENUE BONDS
SERIES 201__
NOTICE IS HEREBY GIVEN that [the Local Building Authority of] Salt Lake City, Utah (the
“Issuer”), has called and does hereby call for redemption, on __________, 202_ (the “Date Fixed
for Redemption”), all of the Issuer’s currently outstanding __________ Revenue Bonds, Series
201__, dated __________, 201_ (the “Bonds”), of the Issuer, identified under the caption
“PRINCIPAL AMOUNT REFUNDED” below and numbered, maturing on __________ of the years, in
the principal amount, bearing interest at the rate per annum and with the CUSIP number, all as
follows:
NUMBERED
SCHEDULED
MATURITY
(__________)
PRINCIPAL
AMOUNT
REFUNDED
INTEREST
RATE
CUSIP
NUMBER*
(__________)
at _____________________, in __________, __________ (the “Bond Registrar” or “Paying
Agent”), at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed,
plus accrued interest thereon to the Redemption Date.
The redemption price of each Bond hereby called for redemption shall be paid on and after
the Date Fixed for Redemption upon surrender of such Bond at either of the following addresses:
BY HAND: BY MAIL:
_________________ _________________
* No representation is made as to the correctness of the CUSIP Number either as printed on the Bonds or as
contained in this Notice of Redemption. Reliance may be placed only on the identification numbers contained in
this notice or printed on the Bonds.
Schedule 1-2 Escrow Agreement
_________________ _________________
_________________ _________________
Interest due on the Date Fixed for Redemption on each Bond so called for redemption shall
be paid by check or draft of the Trustee for the Bonds mailed to the registered owner of the Bond
at the address appearing on the bond register of the Issuer maintained by the Trustee on the Record
Date.
NOTICE IS FURTHER GIVEN that funds necessary to pay the redemption price for each such
Bond will be available at the place of payment on the Date Fixed for Redemption and interest on
each such Bond shall cease to accrue from and after such Date Fixed for Redemption and on the
Date Fixed for Redemption there will become due and payable on each of said Bonds the principal
thereof and interest accrued thereon to the Date Fixed for Redemption.
Federal law requires the Paying Agent to withhold taxes at the applicable rate from the
payment if an IRS Form W-9 or applicable IRS Form W-8 is not provided. Please visit
www.irs.gov for additional information on the tax forms and instructions.
GIVEN BY ORDER of [the Local Building Authority of] Salt Lake City, Utah, this _______
day of _______________, ______.
_______________, as Escrow Agent
By ____________________________________
Its _________________________________
Schedule 2-1 Escrow Agreement
SCHEDULE 2
[FORM OF NOTICE OF REFUNDING AND DEFEASANCE]
NOTICE OF REFUNDING AND DEFEASANCE
OF
[LOCAL BUILDING AUTHORITY OF] SALT LAKE CITY, UTAH
$__________
__________ REVENUE BONDS
SERIES 201__
SCHEDULED
MATURITY
(__________)
PRINCIPAL
AMOUNT
INTEREST
RATE
CUSIP
NUMBER
(_________)
TOTAL $
NOTICE IS HEREBY GIVEN that for the payment of the interest on and principal of the bonds
described above (the “Bonds”), there have been deposited in escrow with _______________, Salt
Lake City, Utah (the “Escrow Agent”), moneys which have been invested in 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 or held in cash. The projected
principal payments to be received from such securities and the projected interest income therefrom
have been calculated to be sufficient, with such cash, to pay the principal and interest requirements
on such Bonds when due through and including the redemption prior to maturity of the Bonds on
__________, 202_.
DATED this ____ day of ____________, 2021.
________________, as Escrow Agent
Local Building Authority - 4 of 2021 - Sales &
Excise Tax Authority Resolution
Final Audit Report 2021-08-17
Created:2021-08-17
By:Cindy Trishman (cindy.trishman@slcgov.com)
Status:Signed
Transaction ID:CBJCHBCAABAAYJYnUb5eHKf9kvv5MVinVBJdtpb47nP3
"Local Building Authority - 4 of 2021 - Sales & Excise Tax Author
ity Resolution" History
Document created by Cindy Trishman (cindy.trishman@slcgov.com)
2021-08-17 - 9:17:05 PM GMT- IP address: 204.124.13.151
Document emailed to Boyd Ferguson (boyd.ferguson@slcgov.com) for signature
2021-08-17 - 9:18:04 PM GMT
Email viewed by Boyd Ferguson (boyd.ferguson@slcgov.com)
2021-08-17 - 9:37:43 PM GMT- IP address: 204.124.13.222
Document e-signed by Boyd Ferguson (boyd.ferguson@slcgov.com)
Signature Date: 2021-08-17 - 9:37:51 PM GMT - Time Source: server- IP address: 204.124.13.222
Agreement completed.
2021-08-17 - 9:37:51 PM GMT
Local Building Authority - 4 of 2021 - Sales &
Excise Tax Authority Resolution
Final Audit Report 2021-08-18
Created:2021-08-17
By:Cindy Trishman (cindy.trishman@slcgov.com)
Status:Signed
Transaction ID:CBJCHBCAABAA_c0em_tDE0XWmKQRqoT47ARG1MBmCdQZ
"Local Building Authority - 4 of 2021 - Sales & Excise Tax Author
ity Resolution" History
Document created by Cindy Trishman (cindy.trishman@slcgov.com)
2021-08-17 - 10:20:48 PM GMT- IP address: 204.124.13.151
Document emailed to Amy Fowler (amy.fowler@slcgov.com) for signature
2021-08-18 - 0:42:01 AM GMT
Email viewed by Amy Fowler (amy.fowler@slcgov.com)
2021-08-18 - 1:36:10 AM GMT- IP address: 107.127.14.111
Document e-signed by Amy Fowler (amy.fowler@slcgov.com)
Signature Date: 2021-08-18 - 1:36:20 AM GMT - Time Source: server- IP address: 107.127.14.111
Document emailed to Cindy Trishman (cindy.trishman@slcgov.com) for signature
2021-08-18 - 1:36:21 AM GMT
Document e-signed by Cindy Trishman (cindy.trishman@slcgov.com)
Signature Date: 2021-08-18 - 1:45:42 AM GMT - Time Source: server- IP address: 204.124.13.151
Agreement completed.
2021-08-18 - 1:45:42 AM GMT