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Show V additions and extensions thereto will continue to own and control the System throughout the term of the Bonds and will not sell, posed improvements, Brigham Ctty, Utah Thursday, October 30, 1975 4 BOX ELDER JOURNAL, lease, manage, encumber of in any other manner dispose of the System or any substantial part thereof, including any and all extensions and additions that may be made (Continued from preceding Page) If (b) defaults in any user fees or charges his payment of , fees or ehsrgeSf with such penalties thereon as nay be proided. If such proceedings are not instituted o ner of the will be given at least annually the 1975 Subordinate Bond Sinking Fund provided by list a complete vill The System (c) oiAing order end will bo operated in an manner and st a reasonable cost and will and repair efficient not be alienated however provided otherwise may be abandoned Municipality upon the revenues or not operated be kept, separate and apart from or any part thereof or said revenues the security of the Bonds, all other records in of the Municipality, showing complete and accounts 7 for inspection Each such matters may shall include the following included therein, (i) detail sLatcncnt m A (ii) A fiscal the conunent regarding have been carried recommendations for any change or inorovement or in part prior to the in the operation of the System. A list of the insurance (iv) policies in force at the end of the fiscal year, setting out as to euch the risks covered tse policy, of hc y pl-- the nsme of the insurer and the expiration date of tie policy. oroperties connected fiscal year. of The number (v) to the System at the end of the analysis of all funds and accounts olut n , setting eit as to each all deposits and ibu cements r?de An (vi) created this by fund and account the fiscal System during the for servica from the year and applications System on hand at the end (vill) year The total billings for fiscal such the average monthly billing per customer snd (ix) in posed for service and from the System during expenses incurred m the making of the A11 audits required by this Section shall be regarded and paid as an Operation and Maintenance Dense. E The Municipality agrees to furnish a copy of each such audit to each registered owner of the holder of any bearer Bond if requested shall and any such owner or holder Bonds by and to the such holder have the right to discuss with the accountant making the audit tho contents of the audit and to ask for such additional information as ha or they say reasonable require, Municipality will furnish to any Bond Holder other financial statcrcnts end other information The (g) relating to the System as such holJcr The its will carry insurance, including operation of the System workman's compensation insuianco and public liability insurance, in such amounts d tc the extent normal's cnrj-- by other numcipalitios operating utilities of the sc'-- e tpc. lhe cost of such insurance shall be cor'ndcred one of the d Oicirtion Epcnses cf the S)stcn. In the event of low or dmige, insurance proceeds Mil be used first for the purpose of restoring Maintenance d or replacing the property lost or remaining shall be paid into the and any 1975 Subordinate Bond the funds and accounts be bonded at all times in an amount equal to the total funds in their possession or custody at any one time, exclusive of amounts in the Construction Fund. The United States of America shall be named as a co- obligee with the Municipality on all such fidelity bonds as long as the Government is the registered owner of mny of the Bonds. The premiums on such fidelity bonds shall be peid by the Municipality as an operation and Maintenance Expense of the System. (i) The Municipality presently tbm System and will own and owns snd control all incurred and directed to execute for and Municipality is attached and made a 400-- 1, controls of the pro on and execute 400-- any Clause", 2, for and on behalf of the Municipality Form FHA 400-- 4 Agreement". Section 13. certifies that except it Municipality hereby finds, determines unable to obtain sufficient credit, is The from the Government, at reasonable rates and terms, taking into consideration prevailing and private cooperative rates and it for similar purposes and periods of time. The Municipality hereby covenants and agrees with the Goverrment that if at any time while said Bonds are held bv the Government, terms in or near it shall appear to the Government that the Municipality may be able to obtain credit from other sources at reasonable rates and terms for loans for similar purposes and periods of time, the Municipality, within the limitation of its then existing 's request, will shall them the of such amount in the be Bonds 1975 Su- (10) years after delivery of such of the Parity The proceeds Bonds must exten- legal powers, and at the effort in good faith to pay in full all principal and accrued interest remaining on the said Bonds then held by the Government, make an issuing refunding bonds or otherwise. Section 14. The Bonds shall not be entitled to any one over the other in the application of the net revenues priority by of the System herein pledged, regardless of the time or times of their issuance, it being the intention of the Municipality that there shall be no priority among the Bonds authonzec to be issued pursuant to this Resolution regardless of the fact that may be actually issued and delivered at different times. they It is expressly agreed and covenanted that the Municnot hereafter issue any bonds or obligations payable will ipality from be Revenues of the System, or any part thereof, or which constitutes a lien on such Revenues or on tho System until all is required as in this Section defined have, prior to the attempted revocation, consented to and approved the amendatory ordinance or resolution. which consent fact The before him the execution thereof or may be proved by an of such witness to such execution holders of one hundred percent (100) in principal held or owned by or for the account of the Municipality, but including such refunding bonds as may be issued as hereinabove provided if such refunding bonds are not owned by the Municipality) be and numbers of the bonds held by any person executing trust consent to and appiove the adoption by the Municipality of an ordinance or resolution modifying or unending any of the terms may not be or trust company sril Reduce the amount of the principal of the Bonds or Parity Bonds; of payment of pnn-cif'Odify the te-- rs cf intents- o be kept on it ldis or his vh-r- c of f'c reasonable tpn cost of preparing the same, a certified copy of this Resolution, any anendatoiy or supplemental ordinance or resolution will p n stated heicin; Affect the rights of the holders of (v) than all of the Ponds or Parity Bonds then outstjnd ing (vi) A c id or their agent- - any bond holdei. by It 17. Is hereby declared that all parts and that if any Section paragraph, clause or provision of this Resolution shall, for any reason be held to be invalid or unenforceable, the invalidity or unenforceabilitv clause or provision shall of such section paragraph, not affect any of the remaining provisions of this Resolutiota. SECTION 10. The provisions of this Resolution shall constitute the entire agreement between the Municipality and the Bond Holder with respect to the Bonds and the Municipality shall not be bound by any terms, conditions or provisions in any other resolutions, ordinances, regulations, agreements, covenants or understandings between it and any party which are in any way inconsistent with or in conflict herewith, and in particular, the Municipality shall not be bound by any inconsistent or conflicting provision in that certain "Loan Resolution", FHA Form 7 dated April 23, 1974, or that certain "Loan Resolution", 442-4- dated April 24, 1975, including, particularly, but the generality of the foregoing or of the repealer stated hereafter in this Section, the Municipality shall not be Form 442-4- 7 bound by the following provisions of said Loan Resolution, FHA Forms 442-4- 7: Paragraph 2 of the April 23, 1974 Loan Resolution requiring a public advertised sale for the Bonds; Paragraph 5 of said April 23, 1974 Loam Resolution and Paragraph 4 of said April 24, 1975 Loan Resolution requiring the Municipality to indemnify the of said April 23, 1974 Loan Resolution of said April 24, 1975 Loan Resolution relating to future default by the Municipality, Paragraph 8 of said April 23, Government? and Paragraph 1974 Loan Resolution Paragraph 6 5 Resolution relating and Paragraph 7 of said April 24, 1975 Loan to future borrowing by the Municipality; Paragraph 11 of said April 23, 1974 Loan Resolution and Paragraph 10 of said April 24, 1975 Loan Resolution to the extent they purport from the Hater System which are unreasonable and any other provision of said Loan Resolutions to the extent they purport to provide for the payment of or to obligate the Municipality to pay the principal of and interest on the Bonds other than from the net revenues of the Water indicating that the Bonds are being issued other than pursuant to the Utah Municipal Bond Act, as set forth in this Resolution, the provisions of each of the aforementioned paragraphs of said Loan other provisions thereof for the payment of or to obligate the Municipality to pay the principal of and interest on the Bonds other than from the net revenues of the said Water System herein Resolutions, Whenever the Municipality FHA Forms 442-4- 7, and any which in any way purport to provide Notwithstanding the provisions of the final paragraphs Resolutions, FHA Forms it is the express in- of said Loan 442-4- 7, tention of the Municipality that this Resolution constitutes the final act of the Municipality with respect to the issuance of the shall propose to amend or modify under the this Resolution provisions of this Section, it shall cause notice of the proposed amendment to be published one (1) time in a Bonds and newspaper of general circulation the provisions of said Loan Resolutions, Lake may, herein or to meet any obligation contained herein concerning pledged. this Section. in Salt Folders The Bonv 442-4- such pavment not fewer this Resolution copy of - extent of such conflict, hereby repealed, and, particularly, but with limiting the generality of this repealer, the following are 7 expressly repealed: any reference in said FHA Forms o. Parity or .nrnso Bones any concitions with resDect to d certified A supplcrvnlnl ordinance or resolution file in the riling Office of the Municipality shall be made available fo inspection by the Bond cvciy amendatory o- 442-4- on any r,v) the bonds described in such certificate. All ordinances, resolutions, regulations, or covenants agreements, understandings, including said FHA Forms 7 or parts thereof, heretofore adopted or passed which are in conflict with any of the provisions of this Resolution are, to the Bonds, 1 therein mentioned such on the date System herein pledged. anv change in the maturity of Bonds or Parity Bonds; (ii) Make onj change m the rate of intercut borne by any of the Bonds or Parity (m) that showing company person had on deposit or produced for inspection by said bank to require the Municipality to fix rates for service have the right from time to time to or provisions hereof, except tha this Resolution so modified or amended in such nnicr as to affidavit to before such officer. sworn such instrument and the date of his holding the same may be proved by a certificate executed on behalf of any responsible bank or without limiting payable Section may be proved by the cer- any officer in any jurisdiction who, by the laws thereof, is authorized to take acknowledgments of deeds within such jurisdiction, that the person signing such instrument acknowledged the System. Mal-- this tificate of sions, renewals, replacements or repairs to (l) any of the and date of the execution of any instrument under the provisions of FHA alteration of any kind in the provisions hereto shall be made nor shall the same be repealed until such time as all of the said Bonds have been paid in full, both as to principal and interest, except as provided in this Section. shall successor in title by filing notice of such revocation at the Filing Office of the Municipality, but such revocation shall not be effective if the holders of one hundred percent (100) in aggregate principal amount of the bonds then outstanding for highest amount of the Bonds and Parity Bonds at any time outstanding (not including in any case any Bonds or Parity Bonds which may then to be incorporated in or attached as a rider to each construction contract involving $10,000 or more, and also to Form FHA less Section 15. The provisions of this Resolution shall constitute a contract between the Municipality and each bond holder and after the issuance of the Bonds and no change, variation or The Agreement? to which an "Equal Opportunity Service Requirement of all Bond (e) behalf of the "Equal Opportunity part thereof future an amount no be used for the making of improvements, by Government All employees of the Municipality of the System shall Sinking Fund. handling damaged, certifies to Parity Bonds. Bond Holder A Form FHA and Municipality in of the Issuer also Account accumulated within ten change the conclusions set out in this action. shall not be responsible for the Municipality in the construction or improvement of the System or for the failure of the System to function successfully when constructed. Section 12. The President and Town Clerk are hereby Section 11. tray from time to tine reasonably reaiest. (h) Body Bond Reserve bordinate Bond Reserve Account to be accomplished Revenue Code of 1954, as amended, and any lawful Internal authorized proceedings authorizing such must raise the amount to which the accumulation covenants liabilities Bonds of the publication of (6) months from the date such notice by the holder who gave such consent or by his of this Resolution are severable (vi) to the best of the knowledge and belief of the Governing Body of the Issuer there are no facts, estimates or circumstances would materially after six time SECTION must be payable and Parity Bonds then outstanding and the bonds so proposed to be issued and must require the or proposed thereunder, including the Proposed Regulations, as the sane presently exist, or may from time to time hereafter be amended, supplenentedor revised. charges Bonds of each year. 1 The (d) regulations promulgated the fiscal year. (f) maturity of the other sources, will not be used in a manner which will cause such bonds to be "arbitrage bonds" within the meaning of Section 103(d) of the for such servlet. All schedules of rates on January m connection with said bonds, whether or not such monies were derived from the proceeds of the sale of the said bonds or from any of the fiscal year. Parity as to principal and interest monthly, in the manner prescribed in the said single bond, or with the purchasers and holders of the Bonds from time to time outstanding that so long as any of the Bonds remain outstanding, monies on deposit in any fund or account further The (c) shall the Bonds. expenses incidental to such purpose and to the issuance of the Bonds; and The Governing The number Bond amount (v) all of the principal proceeds of the Bonds are needed for the purposes stated in the formsof bonds above set out, including and representations in each amount. full 1975 Subordinate required by this Resolution to be accumulated therein. proceed is ths Filing Offlcs of ths Municipality as aforesaid bt conclusive snd binding upon all future holders of ths same bond during such period. Such consent may be revoked at any Municipality any duty or obligation to levy any tax either to pay the principal of or Interest on the Bonds authorized 1975 Subordinate that the end of the rascal year. of connections to the it- (vii) arc. R- Parity i fiscal jear last full Reserve Account the is filed and o- - done or performed by the Kuril -- col; ty Nothing contained Herein, however, shall be construed as imposing on the Fund must have been made in there must be in the months from the date such consent - Bonds; c during the Project will this (6) ot-o- r esolution to be made into the 1975 Subordinate with due diligence to completion; (iv) the syste- - has not been and will not be sold or otherwise disposed of in whole in which the requirements of this out, ard the accountant's manner Resolution - cwe All payments required by (b) ooaraticn thereof or to enjoin or restrain the th- - suit, action, mandamus injunction or proceedings, cither at lev or m omuty, enforce O'- compel performance of ail duties and obligations renuired w this Resolution to con- then outstanding. Bonds six le furnished to by the written sent of the registered owners and holders of 75 of the principal amount of the Bonds and Regulations) Mill be expended for the of purpose paying the cost of the Project within three years folio g the date of delivery o- or modified may be waived Bond Sinking work of the Bonds and Parity Bonds then outstanding and the Parity Bonds so proposed to be issued, provided, this limitation Parity (m) all Requirement on of the Bonds; fiscal jear. The accountant's (iii) car, balance sheet for the System as of end of each in which the Parity Bonds are to be issued were 120 of the average annual Bond Service and a period of a i1 future improvements, additions and extensions thereto) in the fiscal year preceding the year 85 therein oontauxd or to 10. Net Revenues of the System (including any Proposed incc'i of the and expenditures of the. Cjstcm for such the to be be thought proper by the accountant parity percent (100) of the One hundred (a) of the spendable proceeds of the Bords, including investment proceeds (as said ter-- s are defined in the (ii) at least audit, in addition to whatever on a if all of the conditions are met at the time of the issuance of such additional bonds (herein referred to as "Parity Bonds") : 3, 1973, herein thereof, no holder of ary bond shall thereafter have any right or interest to object to the adoption of such amendatorv ordinance or resolution or to object to any of tte terms or provisions The amount issued may be following be financed by the Bonds or $100,000; holder or holders of the by the Bonds. available pending payment of the Bonds with the Bonds herein authorized referred to as the "Proposed Regulations") with respect to the Project in the amount of not less than the of that portion of the lesser of estimated total cost of the Project cost to firm of may be escrowed Additional bonds (2) as amended, published in the Federal Register or public accountants, disbursements for account be and of the United States Treasury Department under 5103(d) of the Internal Revenue Code of 1954, accountants will The Governing Body for the purchase price expects to incur, a "substantial binding obligation" (as such term is defined in proposed regulations on May may be exchanged refunded when such bonds become available Bonds for payment refunded. the Municipality has heretofore incurred or, within six months after delivery of the Bonds to the purchaser in exchange cause an audit of such books of the System, and such audit of the (l) ever twelve month period the Municipality may from tineto time designate for its general financial sold or may be in part or sold in part. If sold, the proceeds of the sales not required for the payment of expenses, and in any event, in an amount sufficient to assure the payment certifies that: it the receipts and be refunded, which the Bonds are hereby authorized to be issued (the 'Project"), will within sixty (60) days following the close of each fixeal year (the term "fiscal year as used in this Section means what- showing for of the Municipality hereby represents all records, aocxxmts and data relating to the System and to inspect the System and all properties comprising the System. The Municipality further certified public pay the same. for the acquisition of the additions d extensions to the improvements, inspect and accounts to be made by an independent of which might impair said Municipality when faith contests its liability to good System regulation thereto. Any Bond Holder or any duly authorized agent or agents of a Bond Holder shall have the right at all reasonable times to accounting purposes) except other respects, resecured m such manner and may resolution or ordinance authorizing their issuance. Refunding bonds may be exchanged for not less than a like principal amount of the Bonds authorized to with due diligence successor agrees that unpaid That the principal proceeds of tne sale of said bonds shall be devoted to and used correct entries of all transactions relating to the System. While the Bonds are held by the Government, the Municipality, to the extent permitted by law, will maintain its accounting with the provisions of Code of Federal Regulations 51323 14, or any if (1) and system in accordance funding bonds may be all In be payable from such sources and be subject to other terms and provisions that may be provided in the might, by law, become a lien or charge upon the System Proper books of record and account will (d) the unrefunded Bonds. derived therefrom, including any lawful claims for labor, materials or supplies which to the extent permitted by the Constitution and laws of Utah. that if at the time shall bear at a date earlier than the corresponding bond refunded thereby without the consent of the owners and holder of all of discharge or cause to be paid and discharged all and other Governmental charges, if any, assessments taxes, lawfully imposed upon the System or any part thereof or or become nonproductive to the advantage of the unusable with the Bonds herein authorized except fewer than all of the Bonds outstanding are so refunded, no refunding bonds interest at a rate higher or mature or resolution, thereupon, but not otherwise, the Governing Body may adopt said amendatory oidinance or resolution an$ it shall become effective. If the holders of at least one hundred percent (100) in aggregate principal amount of the bonds outstsnding for which consent is required ss in this Municipality from tal ing any action cursuant to the provisions thereof. Any consent given by the holder of any bond pursuant to tne provisions of thisSectior. etell be irrevocable for the System, including any future improvements, additions and extensions thereto, on a parity pay and any portion of the System which has this The Municipality will comply with all laws and (k) regulations of the State of Utah with respect to the operation of the System and will from time to time duly be maintained in good become bonds so issued shall enjoy a lien on twelve percent (12 ) of the Net Revenues derived from in the Municipality. all delinquencies. of called or vill mature or callable for redemption by their terms within twelve (12) months thereafter). The refunding Resolution. (j) The Municipality will not permit nor grant a franchise for the operation of any competing System Bond single and have been properly so necessary for the efficient operation of the System; however, that in the event of any sale as aforesaid the proceeds of such sale shall be paid into amendatory ordinance and approve the adoption of cuch proposed Section defined at the time of tne adoption of such amendatory ordinance or resolution or the predecessors in title to such holders shall have consented to and approved the adoption registered owners thereof and the holders of to bearer unless such Bonds have matured or are then callable for redemption be principal amount of the serial Bonds then outstanding shall have the right to make application to an appropriate court for the appointment of a receiver to manage the System and to collect delinquent may be (but only with the consent of the any Bonds payable provided, of the or any part thereof The Bonds (1) refunded tion and laws of Utah, sell any portion of said property of at least equal value or which shall cease to promptly, the registered ov nez of the single Bond or the registered owners or holders of a majority The registered to the following two exceptions: thereto, until the Bonds have been paid in full, both as to principal and interest, except that the Municipality may, to the extent permitted by the Constitu- appropriate proceedings will be instituted pronptly for collection of the delinquent revenues. issued pursuant to this Resolution have been paid in full unless such additional bonds are issued in such manner that they are in all respects subordinate to the Bonds. The provisions of the foregoing paragraph are subject Bonds and City, Utah. Such in full or the sub- that the provisions hereof lieu of are in FHA Forms and supersede 442-4- 7, hereby notice shall set forth the proposed amendment stance thereof and shall state that a copy of the proposed amendatory ordinance or resolution is on file for public inspection at the repealed and that this Resolution shall be construed as controlling between the Municipality and the Government and any other Bond Holder and that by purchasing the Bonds, the Government agrees Filing Office of the Municipality and designating such office. Whenever at any time within onel)year from the date of the publica- to tion of said notice there shall be filed in the Filing Office of the Municipality an instrumentar instruments executed by the balder of at one hundred percent in aggregate principal amount least bonds for which consent is required, and outstanding of the or instruments shall specifically consent to which instrument (ICO ) and accepts the provisions hereof. Section 19. Iwiediately sftsr hall be hall be pose and signed by the President recorded in a book kept shall and by its passage, this Resolution by the Town Clerk, attested the Municipality for that purBox Elder Jourosl be published one time in the (Continued on following Page) |