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Show solution NO. H"91 . RESOLUTION OF J Sntah county, AUTHORIZING-PROVIDING AUTHORIZING-PROVIDING FOR i2 ISSUANCE AND & OF ITS NA- Snal bubal TILITIES OPERATIVE CE CORPORALS CORPORA-LS GUARANTEED SECTION CONTROL it VENUE BONDS nrSERET GENERA-iS GENERA-iS 4 TRANSMISSION $ETK , jiGATE PRINCIPAL Sunt of not ex- 1 -rtDlNG $200,000,000 IN 1 SERIES, FOR THE : ,-RPOSE OF FINANC-, FINANC-, CERTAIN POLLU-;,oN POLLU-;,oN CONTROL ; Facilities; said jKES OF BONDS TO ' ,g REFERRED TO ! ;BEIN, RESPEC- jvELY, AS BOND AN- IC1PATI0N NOTE blES AND BANK :0AN SERIES; . HTHORIZING THE r EXECUTION AND ; DELIVERY OF t KARATE FINANC- 'jG AGREEMENTS , m EACH OF SAID " TO SERIES OF BONDS 5 3ETWEEN SAID COUN-1 COUN-1 -y AND DESERET ENERATION & -RANSMISSION COOPERATIVE CO-OPERATIVE ; AUTHORIZING THE EXECUTION AND DELIVERY OF AN IN-DENTURE IN-DENTURE OF TRUST KURING SAID BOND ANTICIPATION NOTE Ij SERIES ; AND AUTHORIZING OTHER l HATTERS PERTAIN-KG PERTAIN-KG TO THE ISSUANCE 0 OF SAID TWO SERIES OF BONDS. WHEREAS, Uintah County, Utah, a political iidivision of the State of J '.Tali (the "Issuer") is iutborized by the "Utah Industrial Facilities Development Act", WrtTitlell.ofthe .WTWeAhnotated, J" S3, as supplemented md amended (the W"), to issue revenue it tads for the purposes set ' Srth in the Act and to jennitthe expenditure of in proceeds thereof to May, among other " the cost of acquisi--construction and in-filiation in-filiation of facilities for 1 1 abatement of "pollu-f "pollu-f as defined in the W; and 'HERE AS, Deseret "aeration it Transmis-, Transmis-, Co-operative, ' 'Jaaized and existing r the laws of the of Utah (the "Com-jgi "Com-jgi V), proposes to ac-;Je ac-;Je and construct cer-pollution cer-pollution control ! es (the "Project") Section with its pro-W pro-W coal fired steam jie generating plant as Moon Lake Sta-Jtf Sta-Jtf 4 lobe located in Uin-il Uin-il County, Utah and f to have the Issuer its revenue bonds to J the cost of the 'W pursuant to the 6 "ns of the Act; and fi .REAS, the Com- 5 m represented to ;"w that the Pro-fi Pro-fi needed to meet f requirements for V L'6111 of air. 5.lnVor solid waste and "HEREAS, in fur- of the purposes ". the Act, the !,ishes to provide j ! v.,lfinancing of the Project by the I issuance of its bonds and -yinng such actions ( be required to ' , ' such stated in-tad in-tad r.'AS.ithas been r'wi that the I to r amunt 3 4 Prolect-in- 1 ldental to, in part the is! V We,and livery ' ' "X1 Snated ?5?Pny):the : cc7"tive 'anL, rporation Reed Pollution CtT611" Bonds 11 l Generation & Transmission Cooperative Co-operative Project) Series 1981W (the "Bond Anticipation An-ticipation Note Series") and National Rural Utilities Cooperative Finance Corporation Guaranteed Pollution Control Revenue Bonds (Deseret Generation & Transmission Cooperative Co-operative Project) Series 1981X (the "Bank Loan Series") and the aggregate ag-gregate principal amount of both such series of Bonds shall not exceed $200,000,000 total (such Bond Anticipation Note Series and Bank Loan Series being herein collectively col-lectively referred to as the "Bonds"); and WHEREAS, pursuant to and in accordance with provisions of the Act, the Issuer is now prepared to proceed with financing the Project and to issue and sell not exceeding in the aggregate $200,000,000 of two series of its National Na-tional Rural Utilities Cooperative Co-operative Finance Corporation Cor-poration Guaranteed Pollution Control Revenue Bonds (Deseret Generation & Transmission Transmis-sion Co-operative Project) Pro-ject) to provide the same, such Bonds except to the extent payable from Bond proceeds or moneys from the investment thereof, to be payable solely from the revenues and receipts and other amounts received by the Issuer pursuant to separate Financing Agreements (hereinafter defined) relative to the Bond Anticipation An-ticipation Note Series and the Bank Loan Series, respectively, and, with respect to the Bond Anticipation An-ticipation Note Series, to be secured by the Indenture Inden-ture (hereinafter defined); and WHEREAS, copies of current drafts, dated November 5, 1981, of the Financing Agreements and the Indenture have been presented to and are before this meeting; NOW, THEREFORE, BE IT RESOLVED by the Board of County Commisr sioners of Uintah County", Utah, as foUows: Section 1. The foUowing words and terms as used in this resolution shall have the following meanings mean-ings unless the context clearly indicates another or different meaning or intent: "Act" shall mean the "Utah Industrial Facilities Development Act", Chapter 17, Title 11, of the Utah Code Annotated, An-notated, 1953, as amended. amend-ed. "Bank Loan Series" shall mean the Issuer's National Rural Utilities Cooperative Finance Cor-poration Cor-poration Guaranteed Pollution Control Revenue Bonds (Deseret Generation & Transmission Transmis-sion Co-operative Project) Pro-ject) Series 1981X, authorized by this resolution. resolu-tion. "Bond Anticipation Note Series" shall mean the Issuer's National Rural Utilities Cooperative Co-operative Finance Corporation Cor-poration Guaranteed Pollution Control Revenue Bonds (Deseret Generation & Transmission Transmis-sion Co-operative Project) Pro-ject) Series 1981W, authorized by this resolution. resolu-tion. "Bond Purchase Agreements" shall mean the Bond Purchase Agreements to be hereafter prepared and presented to the Issuer with respect to both the Bond Anticipation Note Series and the Bank Loan Series. "Bonds" shall mean, collectively, the Issuer's Bond Anticipation Note Series and Bank Loan Series in the aggregate principal amount of not exceeding $200,000,000, authorized to be issued pursuant to this resolution. resolu-tion. "Company" shaU mean Deseret Generation 4 Transmission Cooperative Co-operative and any surviving, surviv-ing, resulting or transferee corporation as ! permitted by Section 5.2 1 of the Financing . Agreements, i ''Financing i Agreements" shall mean i the separate Financing i Agreements relative to the Bond Anticipation Note Series and the Bank Loan Series, respectively, respective-ly, between the Issuer and the Company, as approved ap-proved by this resolution, and as the same may be amended from time to time. "Indenture" shall mean the . Indenture of Trust relative to the Bond Anticipation Note Series between the Issuer and Morgan Guaranty Trust Company of New York, as Trustee, as approved by this resolution, as the same may be supplemented sup-plemented from time to time in accordance with its terms. "Issuer" shall mean Uintah County, Utah, or any successor to its rights or obligations under the Financing Agreements and the Indenture. "Official Statement" shall mean the Official Statement to be hereafter prepared and presented to the Issuer, with respect to the Bond Anticipation Note Series. "Project" shall mean the property described and defined as such in the Financing Agreements and the Indenture. "Trustee" shaU mean Morgan Guaranty Trust Company of New York, New York, or its successor. suc-cessor. "Underwriters" shall mean Lehman Brothers Kuhn Loeb Incorporated, Blyth Eastman Paine Webber Incorporated and Goldman, Sachs & Co. Section 2. Pursuant to the Act, the Issuer does hereby authorize the financing of all or a portion por-tion of the costs of the acquisition, ac-quisition, construction and installation of the Project in accordance with the terms of the Financing Agreements and does hereby determine deter-mine it is in furtherance of the public purposes set forth in the Act; and that, therefore, providing for the Project through the issuance and sale of the . Bonds is in the public interest. in-terest. Section 3. The Board of County Commissioners of the Issuer does hereby find, declare and determine deter-mine that (1) pursuant to the Financing Agreements authorized by this resolution, the Company wiU covenant and agree to pay amounts sufficient to pay the principal prin-cipal of, premium, if any, and interest on the Bonds in each year the Bonds are outstanding, (ii) it is not deemed advisable or necessary to establish any reserve funds in connection con-nection with the retirement retire-ment of the Bonds or the maintenance of the Project, Pro-ject, and (iii) pursuant to said Financing Agreements, the Company Com-pany will covenant and agree to provide for maintenance of the Pro-' Pro-' ject in order to keep it in good repair and to carry aU necessary insurance to keep the Project properly pro-perly insured. Section 4. To provide for the financing of the cost of the acquisition, construction and installation installa-tion of the Project, the Issuer does hereby authorize the issuance of revenue bonds of the Issuer under the Act, in the aggregate principal amount of not exceeding $200,000,000 in two series to be designated "Uintah County, Utah, National Rural Utilities Cooperative Co-operative Finance Corporation Cor-poration Guaranteed Pnllntinn Control Revenue Bonds (Deseret Generation & Transmission Cooperative Co-operative Project) Series 1981W" and "Uintah County, Utah, National Rural Utilities Cooperative Co-operative Finance Corporation Cor-poration Guaranteed Pollution Control Revenue Bonds (Deseret Generation & Transmission Transmis-sion Co-operative Project) Pro-ject) Series 1981X" (or such other designation as shall be satisfactory to the Company). The Bond Ancitipation Note Series shall be issued in the forms and denominations set forth in the Indenture ; shall be dated December 15, 1981, unless otherwise provided in the Indenture; Inden-ture; shall be numbered as provided in the Inden ture; shall mature on the date provided by the Issuer in a subsequent resolution, but not later than three years from the date thereof; shall bear interest payable semiannually semi-annually at a rate or rates not to exceed 14 percent per annum, and shall be subject to redemption prior to maturity upon the terms and conditions set forth in the Indenture; and the Bond Anticipation Note Series shall be sold to the Underwriters at a price of not less than 97 percent of the aggregate principal amount thereof plus accrued interest thereon from the date therof to the Closing Date (or as otherwise provided in the Bond Purchase Agreement with respect to the Bond Anticipation Note Series). The Bank Loan Series shall be dated and shall mature on the date provided by the Issuer in a subsequent resolution, but shall mature not later than three years from the date thereof; shall bear interest in-terest payable quarterly at a rate or rates not to exceed 70 percent of the monthly bank prime rate announced from time to time by the Trustee; and shall be issuable in such form and shall have such other terms and provisions provi-sions as shaU hereafter be determined by resolution of the County. The Bonds shall be sold , pursuant to a resolution to be hereafter adopted. Such resolution of sale shall, among other things, specify and fix (a) the interest rate or rates to be borne by each series of Bonds; (b) the exact principal amount of each series of Bonds; and (c) the date or dates of maturity of each series of Bonds. Such resolution of sale shall also authorize execution by the Chairman Chair-man and County Clerk of Bond Purchase Agreements with respect to both the Bond Anticipation Anticipa-tion Note Series and the Bank Loan Series and an Official Statement with respect to the Bond Anticipation An-ticipation Note Series. Section 5. The Bonds shall be limited obligations obliga-tions of the Issuer and, except to the extent payable from Bond proceeds pro-ceeds or moneys from the investment thereof, shall be payable solely from the revenues and receipts and other amounts received by or on behalf of the issuer pursuant to the Financing Agreements and otherwise other-wise as provided therein and, in the case of the Bond Anticipation Note Series, in the Indenture. Bonds and interest thereon shall not be deemed to constitute an indebtedness of the Issuer within the meaning of any constitutional or statutory limitation and shall not constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers. Section 6. The Bonds shall be executed on behalf of the Issuer with the manual or facsimile signature of the Chairman Chair-man of the Board of County Coun-ty Commissioners and attested at-tested by the manual or facsimile signature of the County Clerk of the Issuer (provided that one such signature shall be manual) and shall have impressed thereon the official of-ficial seal of the County Clerk. The coupons attached at-tached to the coupon Bonds shall bear the facsimile fac-simile signatures of the Chairman of the Board of County Commissioners and County Clerk of the Issuer. If any of the officers ; who shall have signed or sealed any of said Bonds shall cease to be such of-; of-; ficer of the Issuer before i the Bonds so signed and sealed shall have been actually ac-tually authenticated by . the Trustee or delivered by the Issuer, such Bonds nevertheless may be : authenticated, issued and delivered with the same . force and effect as though the person or persons who j signed or sealed such i Bonds had not ceased to be such officer or officers i of the Issuer; and also . any such Bonds may be ; signed and sealed on ; behalf of the Issuer by those persons who, at the actual date of the execu-. execu-. tion of such Bonds, shall j be the proper officers of . the Issuer, although at the nominal date of such Bonds any such person shall not have been such officer of the Issuer. Section 7. The Issuer reserves the right, but does not hereby obligate itself, to issue additional bonds for the purposes and upon the conditions set forth in the Financing Agreements and the Indenture. In-denture. Section 8. The Issuer shall have no obligation with respect to the Project, Pro-ject, and all costs, expenses, ex-penses, taxes, governmental govern-mental charges and fees and charges with respect to the Project shall be paid by the Company. Section 9. The Indenture Inden-ture is hereby approved in substantially the form submitted to this meeting, and the Chariman of the Board of County Commissioners and County Clerk of the Issuer are hereby authorized and directed to execute, acknowledge and deliver the Indenture with such changes therein as shall be approved by such persons executing such document, their execution ex-ecution to constitute conclusive con-clusive evidence of such approval, and the County Clerk is hereby authorized authoriz-ed and directed to affix to the Indenture his corporate cor-porate seal. Section 10. Morgan Guaranty Trust Company of New York is hereby designated as Trustee, paying agent and bond registrar for the Bond Anticipation An-ticipation Note Series under the Indenture, and is hereby designated as paying agent for the Bank Loan Series. Section 11. The Financing Financ-ing Agreements between the Issuer and the Company Com-pany are hereby approved approv-ed in substantiaUy the forms submitted to this meeting, and the Chairman Chair-man of the Board of County Coun-ty Commissioners and County Clerk of the Issuer are hereby authorized and directed to execute, acknowledge and deliver the Financing Agreements with such changes therein as shall be approved by such persons per-sons executing such documents, their execution execu-tion to constitute conclusive con-clusive evidence of such approval, and the County Clerk is hereby authorized authoriz-ed and directed to affix to such documents his corporate cor-porate seal. Section 12. The Chairman Chair-man of the Board of County Coun-ty Commissioners of the Issuer is hereby authorized authoriz-ed to confer with the Underwriters with respect to the Bond Anticipation An-ticipation Note Series, and with Morgan Guaranty Guaran-ty Trust Company of New York, as representative of the purchasers of the Bank Loan Series, in order to prepare and complete Bond Purchase Agreements relative to each series of Bonds. Section 13. The Chairman Chair-man of the Board of County Coun-ty Commissioners of the Issuer is hereby authorized authoriz-ed to confer with the Underwriters and the Company in order to prepare and complete an Official Statement with respect to the Bond Anticipation An-ticipation Note Series. Section 14. Each of the authorized officials of the Issuer are hereby empowered em-powered and directed to execute and deliver the Bonds and all documents and other instruments which may be required under the terms of the Indenture, In-denture, the Financing Agreements and this resolution. For purposes of this section "authorized "authoriz-ed officials of the Issuer" shall mean the Chairman of the Board of County Commissioners and County Clerk of the Issuer. Section 15. The provisions provi-sions of this resolution are hereby declared to be separable, and if any section, sec-tion, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, sec-tions, phrases and provisions. provi-sions. Section 16. All ordinances, or-dinances, orders, resolutions resolu-tions and parts thereof in conflict herewith are hereby repealed to the extent ex-tent of such conflict. Section 17. This resolution resolu-tion shall become effective effec-tive immediately upon its I passage. Section 18. In accordance accor-dance with the provisions of Section 11-17-16 of the Act, the County Clerk shall cause this resolution to be published one time in the Vernal Express, a newspaper qualified to carry legal notices and published in and having general circulation in Uintah County, Utah. For a period of 30 days after such publication any person per-son in interest shall have the right to contest the legality of this resolution or the proceedings taken in its adoption or the Bonds authorized hereby or any provisions made for the security and payment pay-ment of the Bonds. After such time, no one shall have any cause of action to contest the regularity, formality, or legality thereof for any cause whatsoever. Passed and approved by the Board of County Commissioners of Uintah County, Utah this 9th day of November, 1981. Neal Domgaard Chairman of the Board of County Commissioners Ayes: Neal Domgaard Roland MerkJey Merrill Mecham Published in the Vernal Express Nov. 12 |