Draper, Utah. March 17, 2015

Transcription

1 Draper, Utah March 17, 2015 The City Council (the Council ) of the City of Draper, Utah (the Issuer ), met in regular public session at the regular meeting place of the Council in Draper, Utah, on Tuesday, March 17, 2015, at the hour of 7:00 p.m., with the following members of the Council being present: Troy K. Walker Bill Colbert William Rappleye Jeff Stenquist Alan Summerhays Marsha Vawdrey Mayor Councilmember Councilmember Councilmember Councilmember Councilmember Also present: David Dobbins Rachelle Conner Bob Wylie City Manager City Recorder Finance Director Absent: After the meeting had been duly called to order and after other matters not pertinent to this resolution had been discussed, the Recorder presented to the City Council a Certificate of Compliance With Open Meeting Law with respect to this March 17, 2015, meeting, a copy of which is attached hereto as Exhibit A. The following resolution was then introduced in writing and pursuant to motion made by Councilmember and seconded by Councilmember, was adopted by the following vote: AYE: NAY: The resolution is as follows:

2 RESOLUTION NO A RESOLUTION AUTHORIZING THE ISSUANCE OF INTERIM WARRANTS FOR THE PURPOSE OF FINANCING ON AN INTERIM BASIS THE CONSTRUCTION OF IMPROVEMENTS IN CONNECTION WITH THE DRAPER-WHITE MOUNTAIN BUSINESS PARK ASSESSMENT AREA, AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH WARRANTS BY THE MAYOR AND CITY RECORDER; AND RELATED MATTERS. WHEREAS, Section , Utah Code Annotated 1953, as amended, permits the City Council of the City of Draper (the City Council ), to authorize the issuance of warrants for the interim financing of improvements proposed to be constructed within the Draper-White Mountain Business Park Assessment Area (the Assessment Area ); and WHEREAS, the City Council is desirous of defining the procedures for the issuance of interim warrants pending permanent financing after assessments have been levied: NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Draper, Utah, as follows: 1. The Mayor and the City Recorder are authorized to execute and issue interim warrants for the interim financing of improvements to be constructed within the Assessment Area, provided the following procedures and conditions are met: (a) A written determination from the Engineer for the City is received for review by the Mayor certifying that the aggregate total of interim warrants outstanding for the Assessment Area, including the amount of the interim warrant to be issued, does not exceed (i) 90% of the estimated value of the work and improvements completed to the date of certification, or (ii) after completion of the work and acceptance thereof by the Engineer and by the City Council, 100% of the value of the work so completed, or (iii) where improvements require the acquisition of property, the property price. (b) A City Recorder s Certification Concerning Interim Warrants is received by the Mayor in substantially the form attached hereto as Exhibit B. (c) An offer for the purchase of the interim warrant or a series of interim warrants shall have been received by the Mayor. 2. When the above procedures have been followed, the Mayor is authorized to execute and to issue an interim warrant or warrants at such interest rate or rates as may be approved by the Mayor on behalf of the City Council. 3. Said interim warrants and assignment thereof shall be in substantially the following form: 2

3 Registered Registered UNITED STATES OF AMERICA STATE OF UTAH DRAPER-WHITE MOUNTAIN BUSINESS PARK ASSESSMENT AREA INTERIM WARRANT Number R- $2,000, Initial Interest Rate: Maturity Date: Original issue Date: 1.173% January 30, 2017 March 20, 2015 Registered Owner: Principal Amount: TWO MILLION DOLLARS The City of Draper, Utah (the City ) a body politic and corporate of the State of Utah, acknowledges itself indebted and for value received hereby promises to pay to the Registered Owner identified above, or registered assigns, on the Maturity Date identified above (unless earlier redeemed as provided herein), the Outstanding Balance, together with interest accruing thereon from the Original Issue Date identified above until paid, at the Warrant Rate (calculated on the basis of a year of 360 days and twelve 30-day months), as provided in the Warrant Purchase Agreement between the City and the Registered Owner that is dated March 20, 2015 (the Purchase Agreement ). Principal and interest shall be payable by check or wire transfer or by other means mutually acceptable to the Registered Owner and the City, as Paying Agent, in any coin or currency of the United States of America that at the time of payment is legal tender for the payment of public and private debts. Capitalized terms used in this Interim Warrant (the Warrant ) not otherwise defined herein have the meanings defined for such terms in the Purchase Agreement This Warrant is limited to the aggregate principal amount of $2,000,000 issued under and by virtue of the Assessment Area Act, Title 11, Chapter 42, Utah Code Annotated 1953, as amended (the Act ), and under and pursuant to Resolution No of the City Council adopted on March 17, 2015 (the Resolution ), for the purpose of financing the acquisition, construction and installation costs of certain road, water, culinary water, storm water and sewer and related improvements to benefit certain properties within the Draper-White Mountain Business Park Assessment Area (the Assessment Area ); to complete the whole in a proper and workmanlike manner according to plans on file in the office of the City (collectively, the Improvements ) and to pay costs of issuance. The Outstanding Balance and interest thereon are expected to be paid from the proceeds of (i) special assessment bonds to be issued against the Assessment Area (the Bonds ), and (ii) grants from the State of Utah to the City for the Improvements (the 3

4 Grants ). This Warrant is not a general obligation of the Issuer, but is payable exclusively from the sources herein described. Notwithstanding anything to the contrary, this Warrant is a limited obligation of the City payable solely from the proceeds of (iii) the issuance of any Bonds and/or receipt of any Grants, (iv) all assessments levied within the Assessment Area, (v) any foreclosures within the Assessment Area due to failure to pay such assessments, and (vi) any interim warrants issued by the City for the Improvements in addition to this Warrant, and (vii) the balance on deposit in the Reserve Account, all pledged to the Registered Owner for the punctual payment of the Outstanding Balance of and interest on this Warrant, as provided in the Purchase Agreement and the Resolution. This Warrant is subject to prepayment at the election of the Issuer on any Business Day upon two (2) Business days prior written conditional notice to the Registered Owner, as provided in the Purchase Agreement. The City covenants to levy assessments against the properties benefited by the Improvements in an aggregate amount sufficient to pay the costs of the Improvements, including overhead costs. It is hereby certified that the Assessment Area has been created as authorized by the Act, and that the City intends, but is not obligated, to issue assessment bonds for the purpose of retiring or otherwise canceling this Warrant issued against the Assessment Area. This Warrant is transferable only upon the books of the City kept for that purpose at the principal office of the City Recorder of the City (the Bond Registrar ), by the Registered Owner hereof in person or by its attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the Registered Owner or such duly authorized attorney, and thereupon the Issuer shall issue in the name of the transferee a new registered Warrant or Warrants to the extent possible of the same aggregate principal amount, series, designation, maturity and interest rate as the surrendered Warrant. No transfer of this Warrant shall be effective until entered on the registration books kept by the Bond Registrar. The Bond Registrar and the Paying Agent may treat and consider the person in whose name this Warrant is registered on the registration books kept by the Bond Registrar as the holder and absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes whatsoever, and neither the Issuer, nor the Bond Registrar nor the Paying Agent shall be affected by any notice to the contrary. This Warrant is issuable solely in the form of a registered Warrant without coupons. This Warrant is issued in conformity with and after full compliance with the Constitution of the State of Utah and pursuant to the Act and all other laws applicable thereto. It is hereby certified and recited that all conditions, acts and things required by the Constitution or statutes of the State of Utah and by the Act to exist, to have happened or to have been performed precedent to or in connection with the issuance of this Warrant exist, have happened and have been performed and that the issue of thiswarrant, together 4

5 with all other indebtedness of the Issuer, is within every debt and other limit prescribed by said Constitution and statutes. IN WITNESS WHEREOF, THE CITY COUNCIL OF THE CITY OF DRAPER, UTAH has caused this Warrant to be signed in its name and on its behalf by its Mayor and attested by its City Recorder and has caused its corporate seal to be impressed or printed hereon. (SEAL) Mayor ATTEST: City Recorder 5

6 ASSIGNMENT FOR VALUE RECEIVED,, the undersigned sells, assigns, and transfers unto: (Social Security or Other Identifying Number of Assignee) (Please Print or Typewrite Name and Address of Assignee) the within Warrant and all rights thereunder, and hereby irrevocably constitutes and appoints attorney for registration thereof, with full power of substitution in the premises. DATED: Signature: NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Warrant in every particular without alteration or enlargement or any change whatever. Signature Guaranteed: NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. 6

7 4. The City Council hereby approves the Warrant Purchase Agreement and the execution thereby of the Mayor, in substantially the form of which is attached hereto as Exhibit C. 5. The City Council does hereby express its intent to issue special assessment bonds on or before completion of the improvements in the Assessment Area for purposes of retiring all interim warrants of said Assessment Area and financing completion of said improvements in a proper and workmanlike manner. ADOPTED AND APPROVED by the City Council of the City of Draper, Utah, this March 17, (SEAL) Mayor ATTEST: Recorder 7

8 After conduct of other business not pertinent to the above, on motion duly made, seconded, and carried, the meeting was adjourned. (SEAL) Mayor ATTEST: Recorder 8

9 STATE OF UTAH ) : ss. COUNTY OF SALT LAKE ) I, Rachelle Conner, the duly appointed, qualified, and acting City Recorder of the City of Draper, Utah, do hereby certify as follows: That the foregoing pages constitute a full, true and correct copy of the record of the proceedings of the City Council of the City of Draper, at its regular meeting held on March 17, 2015, insofar as said proceedings relate to the issuance of interim warrants in connection with Draper-White Mountain Business Park Assessment Area as the same appears of record in my office. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said City as of this March 17, (SEAL) City Recorder 9

10 EXHIBIT A CERTIFICATE OF COMPLIANCE WITH OPEN MEETING LAW I, Rachelle Conner, the undersigned City Recorder of the City of Draper, Utah (the City ), do hereby certify, according to the records of the City in my official possession, and upon my own knowledge and belief, that in accordance with the requirements of Section (2), Utah Code Annotated, 1953, as amended, I gave not less than twenty-four (24) hours public notice of the agenda, date, time, and place of the March 17, 2015, public meeting held by the City as follows: (a) By causing a Notice, in the form attached hereto as Schedule A, to be posted at the City s principal offices on March, 2015, at least twenty-four (24) hours prior to the convening of the meeting, said Notice having continuously remained so posted and available for public inspection until the completion of the meeting; (b) By causing a copy of such Notice, in the form attached hereto as Schedule A, to be delivered to the Salt Lake Tribune on March, 2015, at least twenty-four (24) hours prior to the convening of the meeting; and (c) On the Utah Public Notice Website ( IN WITNESS WHEREOF, I have hereunto subscribed my official signature this March 17, (SEAL) City Recorder B-1

11 SCHEDULE A NOTICE OF MEETING B-2

12 EXHIBIT B STATE OF UTAH ) CITY RECORDER S CERTIFICATE : ss. CONCERNING INTERIM WARRANTS COUNTY OF SALT LAKE ) FOR PARTIAL PAYMENT I, Rachelle Conner, the duly chosen, qualified, and acting City Recorder of the City of Draper, Utah (the City ), do hereby certify that on, 20, the Engineer of the City presented to the Mayor its partial estimate reports of work performed to date by, the contractor of improvements in the Draper-White Mountain Business Park Assessment Area. Said report shows that the value of work performed by totals $. The Mayor accepted the work and services and determined that the amount to be drawn on the Interim Warrant No. does not exceed ninety percent (90%) of the value of work and services performed to date. The Mayor approved and authorized the Draw Certificate No. in the amount of $, bearing interest at % per annum substantially in the form set forth in the Resolution adopted on March 17, (SEAL) City Recorder B-1

13 STATE OF UTAH ) CITY RECORDER S CERTIFICATE : ss. CONCERNING INTERIM WARRANTS COUNTY OF SALT LAKE ) PAYMENT I, Rachelle Conner, duly chosen, qualified and acting City Recorder of the City of Draper, Utah (the City, do hereby certify that on, 2015, the Engineer of the City presented to the Mayor its report of work performed to date by, the contractor of improvements in Draper-White Mountain Business Park Assessment Area. Said report shows that the value of work performed by totals $, which, when added to all amounts previously paid to, constitutes 100% of the value of work completed by. The Mayor accepted the work and services and determined that the amount to be drawn on the Interim Warrant No. represents final payment for the value of work and services performed by. The Mayor approved and authorized the issuance of Draw Certificate No. in the amount of $, bearing interest at % per annum substantially in the form set forth in the Resolution adopted on March 17, (SEAL) City Recorder B-2

14 STATE OF UTAH ) CITY RECORDER S CERTIFICATE : ss. CONCERNING INTERIM WARRANTS COUNTY OF SALT LAKE ) PURCHASE OF PROPERTY I, Rachelle Conner, the duly chosen, qualified, and acting City Recorder of the City of Draper, Utah (the City ), do hereby certify that on, 2015, the Engineer of the City presented to the Mayor its report stating the property price of property to be acquired by the City to acquire and install improvements in the Draper- White Mountain Business Park Assessment Area. Said report shows that the total property price of such property totals $. The Mayor accepted the work and services and determined that the amount to be drawn on the Interim Warrant by Draw Certificate No. represents the property price of such property the proceeds of such Draw are to be paid to for the purchase thereof. The Mayor approved and authorized the issuance of Draw Certificate No. in the amount of $, bearing interest at % per annum substantially in the form set forth in the Resolution adopted on March 17, (SEAL) City Recorder B-3

15 EXHIBIT C WARRANT PURCHASE AGREEMENT C-1

16 WARRANT PURCHASE AGREEMENT Washington Federal enters into this Warrant Purchase Agreement with the City of Draper, Utah, upon the terms and conditions described below. Section 1. Definitions. For purposes of this Warrant Purchase Agreement, the following capitalized terms shall have the following meanings, unless the context clearly requires otherwise: Agreement means this Warrant Purchase Agreement. Assessment Area means the Draper-White Mountain Business Park Assessment Area, as designated by the Designation Resolution. Authorized Officer means the Mayor and the City Recorder. Bank means Washington Federal, or its successors or assigns. Bond Counsel means Ballard Spahr LLP, Salt Lake City, Utah. Bonds means the special assessment bonds specified in Section 5.1 of this Agreement. Business Day means any day on which the Bank is open for business in Utah other than a Saturday or a Sunday. City means the City of Draper, Utah. Construction Account means the account that has been established as account no of the City with the Bank. Designation Resolution means the City s Resolution No adopted on March 17, 2015, designating the Assessment Area. Draw means a loan to the City under this Agreement and the Warrant. Draw Certificate means the City s certificate requesting a Draw, which shall be in substantially the form attached hereto as Exhibit A. Event of Default means the declaration by the Bank of an event of default as a result of a determination by the Bank that there has been: (i) a failure to pay principal of or interest on the Warrant when due, as provided in the Warrant and this Agreement; or (ii) a failure by the City to comply with any of its obligations, or to perform any of its duties, under this Agreement, or the Warrant, which failure continues, and is not cured, for a period of more than 30 days after the Bank has made written demand on the City to cure such failure; or (iii) a material misrepresentation by the City in this Agreement, the Resolution or the Warrant; or (iv) a material breach or default under the Resolution. LIBOR means the rate for one-month maturities (expressed as a decimal) reported as the ICE Benchmark Administration LIBOR, carried to three decimal places, as published by The Wall Street Journal (or other commercially available source providing quotations of LIBOR as selected by the Bank from time to time) one day prior to the first day of each calendar month. If such publication date falls on a day when the LIBOR is not available, the Bank shall use the Page 1 Purchase Agreement

17 LIBOR as of the next Business Day when such rate is reported. If such rate is not available at such time for any reason, then the rate will be determined by such alternate method as reasonably selected by the Bank. Each calculation by the Bank of the LIBOR shall be conclusive and binding for all purposes, absent manifest error. Maturity Date means January 30, Outstanding Balance means, at any time, the sum of all Draws, less the sum of all Warrant principal repayments that have been received by the Bank. Prime Rate means the variable rate of interest published from time to time as the Prime Rate in the printed or internet edition of The Wall Street Journal. For purposes of determining any interest rate that is based on the Prime Rate, the interest rate shall change on the effective date of any change in the Prime Rate. Project means the City s costs of (i) construction and installation within the Assessment Area of road, sewer, storm water, culinary water and related improvements, and (ii) issuance of the Warrant. Reserve Account means the interest-bearing Collateralized Term Account of the City with the Bank. Resolution means the City s Resolution No adopted March 17, 2015, authorizing the Warrant. Warrant means the City s Interim Warrant, Series 2015, evidencing the amount owed under this Agreement to the Bank, and in form consistent with the terms of this Agreement. Warrant Rate means a variable rate of interest per annum equal to LIBOR, plus one percentage point (1.00%). 2. Recitals. The Bank has expressed interest in purchasing the Warrant pursuant to this Agreement and the Warrant. The City has adopted the Resolution, which authorizes the City to execute and deliver this Agreement and the Warrant in the aggregate principal amount of up to $2,000, for the purpose of financing the Project. 3. Purchase Agreement; Draws; Interest Rate. 3.1 The Bank hereby agrees to advance Draws to the City under this Agreement, subject to the terms and conditions contained in this Agreement and the Warrant, in a maximum aggregate principal amount of $2,000,000.00, and prepaid Draw amounts cannot be subsequently drawn again. The Bank shall advance Draws within two (2) Business Days after the City delivers to the Bank a Draw Certificate. 3.2 The Authorized Officer may deliver to the Bank a maximum of two Draw requests in each calendar month, provided that each Draw request shall be in an amount of $5, or more, except for a Draw for the remaining available principal under the Warrant. Each Draw request shall be in substantially the form attached hereto as Exhibit A, with the information and certifications shown in Exhibit A. 3.3 The Bank will deposit the proceeds of all Draws into the Construction Account. The City agrees to maintain the Construction Account in good order until the Warrant is paid. The Page 2 Purchase Agreement

18 Construction Account will be subject to the Bank s published schedule of fees applicable to business and government clients, as such fees may change from time to time. 3.4 The Outstanding Balance shall bear interest at the Warrant Rate. Interest shall be calculated on a 30/360 day basis, shall begin to accrue on the date of the first Draw, and shall be paid on the earlier of the Maturity Date or the date of prior redemption. 3.5 The Outstanding Balance, plus accrued interest, shall be paid no later than the Maturity Date. 3.6 The City covenants and agrees that the Outstanding Balance, together with all accrued but unpaid interest thereon, shall be prepaid in full on the date of the issuance of the Bonds and receipt by the City of the proceeds thereof. 3.7 Any payment by the City to the Bank shall be applied first to pay accrued interest, and second to pay Warrant principal. 4. Prepayment. 4.1 The Warrant may be prepaid at the election of the City on any Business Day, without premium, upon two (2) Business Days prior written notice to the Bank. 4.2 Prepayments by the City to the Bank pursuant to Section 4.1 of this Agreement shall be applied first to pay accrued interest, and second to pay Warrant principal. 5. Security. 5.1 The Warrant is issued in anticipation of special assessment bonds (the Bonds ) to be issued by the City upon completion of the Project. The City covenants and agrees that it will issue the Bonds to finance any portion of the Project not paid from other sources. The proceeds of the Bonds are irrevocably pledged to the Bank for repayment of this Agreement and the Warrant. The Warrant is also payable from the proceeds of grants from the State of Utah to the City for the Project. 5.2 The proceeds of (i) all assessments levied within the Assessment Area, (ii) any foreclosures within the Assessment Area due to failure to pay such assessments, and (iii) any interim warrants issued by the City for the Project in addition to the Warrant, are pledged to the Bank for the punctual payment of the Outstanding Balance of and interest on the Warrant. 5.3 The City covenants and agrees to deposit an amount of not less than $2,000, to the Reserve Account no later than the date of this Agreement and said amount and the accrued interest thereon shall remain on deposit in the Reserve Account until the Outstanding Balance of and interest on the Warrant are paid in full. The City hereby grants to the Bank a first priority perfected security interest in the Reserve Account, and all proceeds thereof, and all investments made with any amounts in the Reserve Account, to secure the punctual payment of the Outstanding Balance of and interest on the Warrant. So long as there is any Outstanding Balance of or interest on the Warrants or other sums due under this Agreement, all amounts in the Reserve Account shall be withdrawn solely by the Bank and solely for the purpose of making up any deficiency in the payment of principal of or interest on the Warrant when due, including on the Maturity Date or in the event of acceleration under Article 7 hereof, and payment of other sums owing under this Agreement. Upon the full payment of the Outstanding Balance Page 3 Purchase Agreement

19 and all interest accruing on the Warrant, whether on the Maturity Date or prepayment, and all other sums due under this Agreement, the pledge and security interest in the Reserve Account in favor of the Bank shall terminate. 5.4 The City covenants and agrees that it will not incur additional indebtedness secured by a pledge of any of the security pledged to the Warrant in this Section 5 without the prior written consent of the Bank. 6. Deposit and Use of Warrant Proceeds. The proceeds of the Warrant deposited to the Construction Account will be used by the City to pay for the costs of the Project pursuant to the Resolution. All proceeds of the Warrant shall be deposited and expended by the City in accordance with the Resolution. 7. Default. If an Event of Default occurs, the Bank may exercise any remedy available at law or in equity (including acceleration), and may at its election increase the interest rate of the Warrant to a floating rate equal to three percentage points (3.00%) in excess of the Prime Rate. No remedy shall be exclusive. The Bank may waive any Event of Default, but no such waiver shall extend to a subsequent Event of Default. 8. Fees, Costs and Expenses. 8.1 The City shall pay the Bank an origination fee of $1, no later than the date of this Agreement. 8.2 If, due to the City s actions or failure to act, the Bank incurs any expenses in connection with enforcing this Agreement, or if the Bank takes collection action under this Agreement, the City shall pay to the Bank, on demand, the Bank s reasonable costs and attorneys fees, whether at trial, on appeal or otherwise, including any allocated costs of in-house counsel. 8.3 The City shall pay the fees and costs of Bond Counsel, and any other expenses and costs which the City incurs in connection with this Agreement. The City shall pay all of the Bank s attorney fees related to this Agreement, which are estimated not to exceed $7, Representations, Warranties and Agreements of the City. By executing this Agreement in the space provided below, the City represents and warrants to, and agrees with the Bank that: 9.1 The City is duly created and existing under the laws of the State of Utah, has all necessary power and authority to enter into this Agreement and perform its duties under the Resolution, the Designation Resolution and this Agreement, and that the Resolution, the Designation Resolution, this Agreement, and the Warrant will constitute legal, valid and binding obligations of the City that are enforceable in accordance with their terms. 9.2 The acceptance of this Agreement, the adoption of the Resolution, the execution and delivery of the Warrant and the funding of the Reserve Account will not conflict in any material respect with, or constitute a material breach of or default under, any law, charter provision, court decree, administrative regulation, ordinance, resolution or other agreement to which the City is a party or by which it is bound. Page 4 Purchase Agreement

20 9.3 There is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental body pending or, to the best of the knowledge of the City, threatened against the City to restrain or enjoin the acceptance of this Agreement, the adoption of the Resolution and the Designation Resolution, or the execution and delivery of the Warrant, or the collection and application of the funds as contemplated by the Resolution, the Designation Resolution and this Agreement, that, in the reasonable judgment of the City, would have a material and adverse effect on the ability of the City to pay the amounts due under this Agreement and the Warrant. 9.4 To the extent permitted by law, the City agrees to indemnify and hold harmless the Bank and all of its agents and employees against any and all losses, claims, damages, liabilities and expenses arising out of any statement made by the City to the Bank, its agents or employees that relates to this Agreement or the Warrant, and that is untrue or incorrect in any material respect, or arising out of an Event of Default. Section 10. Financial Statements; Notice of Adverse Developments As long as this Agreement is in effect, the City shall provide the Bank with a copy of its complete, audited annual financial statements within 180 days of the end of each Fiscal Year, and such other information as the Bank may from time to time reasonably request. Such request for information will be in written form delivered to the City, if so requested by the City The City shall notify the Bank promptly of any development that is likely to have a material and adverse effect (i) on the ability of the City to pay when due principal of or interest on the Warrant, or (ii) on the financial condition of the City generally. Section 11. Conditions to the Obligations of the Bank The Bank may at any time refuse to advance funds under the Warrant if there has occurred one of the following events: a declaration of war or engagement in major military hostilities by the United States or the occurrence of any other national emergency or calamity relating to the effective operation of the government or the financial community of the United States; or a declaration of a general banking moratorium by federal, New York, or Utah authorities, or the general suspension of trading on any national securities exchange The Bank shall not be obligated to advance any funds to the City under the Warrant: unless, on or prior to the date of this Agreement, the Bank shall have received: a certified copy of the duly authorized Resolution and Designation Resolution, and a signed original of this Agreement and the Warrant; an opinion of Bond Counsel to the effect that the Resolution, the Designation Resolution, this Agreement and the Warrant are and will be valid and legally binding obligations of the City, enforceable against the City in accordance with their terms, except to the extent that enforceability may be limited by or rendered ineffective by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting Page 5 Purchase Agreement

21 creditors rights generally; (ii) the application of equitable principles and the exercise of judicial discretion in appropriate cases; (iii) common law and statutes affecting the enforceability of contractual obligations generally; and (iv) principles of public policy concerning, affecting or limiting the enforcement of rights or remedies against governmental entities such as the City; the certificate of an Authorized Officer to the effect that: there is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental body pending or, to the best of the knowledge of the City, threatened against the City to restrain or enjoin the adoption of the Resolution or the Designation Resolution, or the execution and delivery of this Agreement and the Warrant, or the collection and application of funds as contemplated by the Resolution, the Designation Resolution, this Agreement and the Warrant, that, in the reasonable judgment of the City, would have a material and adverse effect on the ability of the City to pay the amounts due under this Agreement and the Warrant, and the adoption of the Resolution and the Designation Resolution, the execution and delivery of this Agreement and the Warrant and the funding of the Reserve Fund do not and will not conflict in any material respect with, or constitute a material breach of or default under, any law, charter provision, court decree, administrative regulation, ordinance, resolution or other agreement to which the City is a party or by which it is bound; the funding of the Reserve Account in the amount of $2,000, by the City; and such additional legal opinions, certificates, proceedings, instruments, or other documents as the Bank or the City s Bond Counsel may reasonably request to evidence compliance by the City with the legal requirements for execution and delivery of this Agreement and the Warrant and the due performance or satisfaction by the City of all agreements then to be performed and all conditions then to be satisfied by the City if the Bank reasonably determines that: the representations and warranties of the City in this Agreement, the Resolution, the Designation Resolution or a Draw Certificate were untrue in any material respect when made, or have become untrue; or Page 6 Purchase Agreement

22 the City has breached any of its obligations under the Resolution, the Designation Resolution, this Agreement or the Warrant, or an Event of Default is continuing. Section 12. Notices. Any notices required to be given pursuant to this Agreement shall be given to the following addresses: City: Bank: City of Draper 1020 E. Pioneer Road Draper, UT Attn: Finance Director Washington Federal 5665 Meadows Road, Suite 300 Lake Oswego, OR Attn: Government Banking Section 13. Assignment; Survival; Agreement Constitutes Contract This Agreement shall be binding upon and shall inure to the benefit of the City and the Bank and their respective successors and assigns. The City agrees that it may not assign this Agreement without the Bank s prior written consent. The Bank may not transfer the Warrant unless (i) the Bank s corporate name is changed and the transfer is necessary to reflect such change; or (ii) the transferee is a successor in interest of the Bank by means of a corporate merger, an exchange of stock, or a sale of assets. All representations, warranties, and agreements contained in this Agreement shall survive the execution, delivery and payment of the Warrant This Agreement and the Warrant shall constitute a contract between the City and the Bank. The Bank's extension of credit hereunder is expressly made in reliance on such contract. Section 14. Applicable Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of Utah. Section 15. Severability and Waivers. If any part of this Agreement is not enforceable, the rest of the Agreement may be enforced. The Bank retains all rights, even if it makes a loan after default. If the Bank waives a default, it may enforce a later default. Any consent or waiver under this Agreement must be in writing. Section 16. Counterparts. This Agreement may be executed simultaneously in several counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. Section 17. Waiver of Jury Trial. To the extent permitted by applicable law, each of the parties waives any right to have a jury participate in resolving any dispute, whether sounding in contract, tort, or otherwise between the parties arising out of, connected with, related to, or incidental to the relationship between any of Page 7 Purchase Agreement

23 them in connection with this Agreement or the transactions contemplated hereby. Instead, any such dispute resolved in court will be resolved in a bench trial without a jury. (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY) Page 8 Purchase Agreement

24 DATED as of March 20, WASHINGTON FEDERAL Authorized Officer CITY OF DRAPER, UTAH Authorized Officer Page 9 Purchase Agreement

25 Exhibit A CITY OF DRAPER, UTAH WARRANT PURCHASE AGREEMENT DRAW CERTIFICATE NO. TO: Washington Federal Government Banking 5665 Meadows Road, Suite 300 Lake Oswego, OR On behalf of the City of Draper, Utah (the City ), I hereby certify that: 1. I am the Authorized Officer of the City, and I am authorized to request this Draw under the Warrant Purchase Agreement, which is dated as of March 20, 2015 (the Agreement ), and to make the representations on behalf of the City set forth herein. 2. The amount of this Draw is $ and is to be deposited to the Construction Account (Washington Federal Account No ). Kindly disburse the proceeds of this Draw on, The total of all Draws under the Agreement, including this Draw, is equal to $, which is not greater than $2,000, Proceeds of this Draw deposited to the Construction Account will be expended for the Project (as defined in the Agreement). 4. The City is not in breach of any promise or covenant in the Agreement, the Resolution, the Designation Resolution or the Warrant, and no Event of Default (as defined in the Agreement) currently exists. The representations of the City in Section 9 of the Agreement are true and correct on this date. Dated this day of, 20. CITY OF DRAPER, UTAH Authorized Officer Page 1 - Exhibit A