provo municipal council - utah · 2019-01-18 · 351 w. center, provo, utah 84601, phone: (801)...

PROVO MUNICIPAL COUNCIL Redevelopment Agency of ProvoRegular Meeting Agenda5:30 PM, Tuesday, January 22, 2019Room 200, Municipal Council Chambers351 W. Center Street, Provo, UT 84601

DecorumThe Council requests that citizens help maintain the decorum of the meeting by turning off electronic devices, being respectful to the Council and others, and refraining from applauding during the proceedings of the meeting.

Opening Ceremony

Roll Call

Prayer

Pledge of Allegiance

Public Comment

Action Agenda

1. A resolution authorizing the issuance of up to $69,000,000 of general obligation bonds for the purpose of financing Fire, Police, and other City Facilities and related matters. (19-014)

2. A resolution appropriating $20,000 in the Police Department General Fund for the Urban Deer Program applying to the fiscal year ending June 30, 2019. (18-061)

3. A resolution stating the intention of Provo City with respect to affordable housing. (18-070)

4. A resolution with regards to an annexation petition for further consideration for approximately 13.45 acres of property generally located at 5400 N Canyon Road (Peay Annexation). North Timpview and Riverbottoms Neighborhoods. (PLANEX20180355)

5. An ordinance amending the Zone Map Classification of approximately 14 acres, generally located at 2300 N University Parkway, from Regional Shopping Center (SC3) to Interim Transit Oriented Development (ITOD). Carterville Neighborhood. (PLRZ20180406)

Adjournment

If you have a comment regarding items on the agenda, please email or write to Council Members. Their contact information is listed on the Provo website at: http://provo.org/government/city-council/meet-the-council

Materials and Agenda: http://publicdocuments.provo.org/OnBaseAgendaOnline Council Blog: http://provocitycouncil.blogspot.com/

The next scheduled Regular Council Meeting will be held on 2/5/2019 5:30:00 PM at 2/5/2019 5:30:00 PM in the Council Chambers, 351 West Center Street, Provo, unless otherwise noticed. The Work Session meeting start times is to be determined and will be noticed at least 24 hours prior to the meeting time, but typically begins between 1:00 and 4:00pm.

Notice of Compliance with the Americans with Disabilities Act (ADA)In compliance with the Americans with Disabilities Act, individuals needing special accommodations (including auxiliary communicative aides and services) during this meeting are invited to notify the Provo Council Office at 351 W. Center, Provo, Utah 84601, phone: (801) 852-6120 or email [email protected] at least three working days prior to the meeting. The meeting room in Provo City Center is fully accessible via the south parking garage access to the elevator. The Council Meeting is also broadcast live Provo Channel 17 at https://www.youtube.com/user/ProvoChannel17. For access to past Work and Council Meetings, go to playlists on https://www.youtube.com/user/ProvoChannel17.

Notice of Telephonic CommunicationsOne or more Council members may participate by telephone or Internet communication in this meeting. Telephone or Internet communications will be amplified as needed so all Council members and others attending the meeting will be able to hear the person(s) participating electronically as well as those participating in person. The meeting will be conducted using the same procedures applicable to regular Municipal Council meetings.

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1

PROVO MUNICIPAL COUNCILSTAFF REPORT

Submitter: JOHNBDepartment: Administrative ServicesRequested Meeting Date: 01-22-2019

SUBJECT: A resolution authorizing the issuance of up to $69,000,000 of general obligation bonds for the purpose of financing Fire, Police, and other City Facilities and related matters. (19-014)

RECOMMENDATION: Authorize the issuance of general obligation bonds

BACKGROUND: The attachment is a draft and will be updated after bonds are sold on the morning of Tuesday, January 22nd.

FISCAL IMPACT:

PRESENTER’S NAME: Daniel Follett

REQUESTED DURATION OF PRESENTATION: 10 minutes

COMPATIBILITY WITH GENERAL PLAN POLICIES, GOALS, AND OBJECTIVES:

CITYVIEW OR ISSUE FILE NUMBER: 19-014

8708794/ETH/mo

PROVO CITY, UTAH

Resolution No. 2019-__

Authorizing the Issuance and Sale of

$__________General Obligation Bonds, Series 2019

Adopted January 22, 2019

-i- Final Bond Resolution

TABLE OF CONTENTS

SECTION PAGE

ARTICLE I DEFINITIONS......................................................................................................................3

Section 101. Definitions..............................................................................................3Section 102. Rules of Construction ............................................................................5Section 103. Authority for Bond Resolution ..............................................................6

ARTICLE II AUTHORIZATION, TERMS AND ISSUANCE OF BONDS......................................................................................................................6

Section 201. Authorization of Bonds, Principal Amount, Designation and Series ...............................................................................................6

Section 202. Purpose...................................................................................................6Section 203. Issue Date...............................................................................................6Section 204. Bond Details...........................................................................................6Section 205. Denominations and Numbers.................................................................7Section 206. Paying Agent and Bond Registrar..........................................................7Section 207. Optional Redemption and Redemption Price; Notice of

Redemption ............................................................................................7Section 208. Acceptance of Bid; Issuance, Sale and Delivery of Bonds....................9Section 209. Execution of Bonds................................................................................9Section 210. Delivery of the Bonds; Application of Proceeds .................................10Section 211. Continuing Disclosure Undertaking ....................................................10Section 212. Further Authority .................................................................................11Section 213. Establishment of Accounts ..................................................................11

ARTICLE III TRANSFER AND EXCHANGE OF BONDS; BOND REGISTRAR....................................................................................................................11

Section 301. Transfer of Bonds ................................................................................11Section 302. Exchange of Bonds ..............................................................................12Section 303. Bond Registration Books .....................................................................12Section 304. List of Bondowners..............................................................................12Section 305. Duties of Bond Registrar .....................................................................12

ARTICLE IV BOOK-ENTRY SYSTEM; LIMITED OBLIGATION OF ISSUER; LETTER OF REPRESENTATIONS....................................................................13

Section 401. Book-Entry System; Limited Obligation of Issuer ..............................13Section 402. Letter of Representations .....................................................................14Section 403. Transfers Outside Book-Entry System ................................................14Section 404. Payments to Cede.................................................................................14

SECTION PAGE

-ii- Final Bond Resolution

ARTICLE V COVENANTS AND UNDERTAKINGS....................................................................................................................15

Section 501. Covenants of Issuer..............................................................................15Section 502. Levy of Taxes; Bond Account .............................................................15Section 503. Arbitrage Covenant; Covenant to Maintain Tax-

Exemption ............................................................................................16

ARTICLE VI FORM OF BONDS....................................................................................................................17

Section 601. Form of Bonds .....................................................................................17

ARTICLE VII MISCELLANEOUS....................................................................................................................24

Section 701. Final Official Statement .......................................................................24Section 702. Official Statement Deemed Final.........................................................24Section 703. Ratification...........................................................................................24Section 704. Severability ..........................................................................................24Section 705. Conflict ................................................................................................24Section 706. Captions ...............................................................................................24Section 707. Immunity of Officers and Directors.....................................................25Section 708. Effective Date ......................................................................................25

SIGNATURES........................................................................................................................................................26

EXHIBIT 1 — FORM OF CONTINUING DISCLOSURE UNDERTAKINGEXHIBIT 2 — FORM OF FINAL OFFICIAL STATEMENT

Final Bond Resolution

RESOLUTION NO. 2019-__

A RESOLUTION CONFIRMING THE SALE AND AUTHORIZING THE ISSUANCE OF $__________ GENERAL OBLIGATION BONDS, SERIES 2019 OF PROVO CITY, UTAH; FIXING THE INTEREST RATES TO BE BORNE THEREBY; PROVIDING FOR THE LEVY OF TAXES TO PAY PRINCIPAL OF AND INTEREST ON THE BONDS; PROVIDING FOR THE USE OF THE PROCEEDS THEREOF; MAKING CERTAIN FINDINGS AND COVENANTS IN CONNECTION THEREWITH; PROVIDING FOR A SYSTEM OF REGISTRATION THEREFOR; RATIFYING ACTIONS HERETOFORE TAKEN; MAKING CERTAIN REPRESENTATIONS AND COVENANTS CONCERNING MAINTENANCE OF THE TAX-EXEMPT STATUS OF INTEREST THEREON UNDER THE FEDERAL INCOME TAX LAWS; AUTHORIZING THE CIRCULATION OF AN OFFICIAL STATEMENT; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A CONTINUING DISCLOSURE UNDERTAKING AND PROVIDING FOR RELATED MATTERS.

*** *** ***

WHEREAS, at the special bond election duly and lawfully called and held in Provo City, Utah (the “Issuer”), on November 6, 2018 (the “Bond Election”), the issuance of up to $69,000,000 of general obligation bonds was authorized for the purpose of paying the costs of acquiring, constructing, and equipping in the downtown area a new police and fire headquarters, emergency dispatch center, and city hall; acquiring, constructing, and equipping a new fire station to replace the fire station on Canyon Road; and providing for related improvements in Provo City (the “Project”), the result of which election was declared by the Municipal Council, sitting as a Board of Canvassers, on November 20, 2018;

WHEREAS, the Issuer has not heretofore issued any of the bonds voted at the Bond Election;

WHEREAS, the Issuer has determined to authorize the issuance and sale at this time of $__________ principal amount of the bonds voted at the Bond Election to finance the Project;

WHEREAS, a notice inviting electronic bids for the purchase of the Bonds has been advertised by electronic dissemination through the PARITY® electronic bid submission system and brought to the attention of potential purchasers, and the ________ [# of bids] bids received pursuant to such notice have been tabulated as follows; and

WHEREAS, it has been found that the bid of ____________________ (the “Purchaser”), conforms to the parameters, deadlines and procedures set forth in the notice of sale prepared in connection with the advertisement for sale of the Bonds and is the best bid received for the purchase of the Bonds, resulting in the sale of the Bonds at the lowest obtainable interest rate, said bid reading in full as follows:

-2- Final Bond Resolution

[ATTACH COPIES OF WINNING BID AND LIST OF BIDS RECEIVED]


; and

WHEREAS, in the opinion of the Issuer, it is to the best interests of the Issuer that (a) the bid of the Purchaser be accepted and the sale of the Bonds to the Purchaser be ratified and confirmed, and (b) the Mayor be authorized to execute the Final Official Statement with respect to the Bonds;

NOW, THEREFORE, Be It Resolved by the Municipal Council of Provo City, Utah, as follows:

ARTICLE I

DEFINITIONS

Section 101. Definitions. As used in this Bond Resolution (including the preambles hereto), unless the context shall otherwise require, the following terms shall have the following meanings:

“Act” means, collectively, the Local Government Bonding Act, Chapter 14 of Title 11 of the Utah Code, the Registered Public Obligations Act, Chapter 7 of Title 15 of the Utah Code, and the applicable provisions of Title 10 of the Utah Code.

“Bond Account” means the Bond Account established in Section 213 hereof.

“Bond Counsel” means Chapman and Cutler LLP or another attorney or a firm of attorneys of nationally recognized standing in matters pertaining to the tax-exempt status of interest on obligations issued by states and their political subdivisions, duly admitted to the practice of law before the highest court of any state of the United States.

“Bond Election” means the special bond election duly and lawfully called and held in the Issuer on November 6, 2018, at which the issuance and sale by the Issuer of $__________ of the Bonds was authorized for the purpose of, among other things, providing for the Project, the results of which election were declared by the Municipal Council of the Issuer, sitting as a Board of Canvassers, on November 20, 2018.

“Bond Registrar” means each Person appointed by the Issuer as bond registrar and agent for the transfer, exchange and authentication of the Bonds. Pursuant to Section 206 hereof, the initial Bond Registrar is Zions Bancorporation, National Association, of Salt Lake City, Utah.

“Bond Resolution” means, collectively, this Resolution of the Issuer adopted on January 22, 2019, and that certain resolution of the Issuer adopted on December 11, 2018, both authorizing the issuance and sale of the Bonds.

“Bondowner” or “owner” means the registered owner of any Bond as shown in the registration books of the Issuer kept by the Bond Registrar for such purpose.


“Bonds” means the Issuer’s $__________ General Obligation Bonds, Series 2019 authorized by the Bond Resolution.

“Cede” means Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds pursuant to Section 401 hereof.

“City Recorder” means the duly qualified and acting City Recorder of the Issuer, or in the absence or disability of such person, such other official as shall be duly authorized to act in the City Recorder’s stead.

“City Treasurer” means the City Treasurer of the Issuer or, in the absence or disability of such person, such other official as shall be duly authorized to act in the City Treasurer’s stead.

“Closing Date” means the date of the initial issuance of the Bonds.

“Code” means the Internal Revenue Code of 1986, as amended.

“Continuing Disclosure Undertaking” means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

“Costs of Issuance Account” means the Costs of Issuance Account established in Section 213 hereof.

“DTC” means The Depository Trust Company, New York, New York, and its successors and assigns.

“Final Official Statement” means the final Official Statement with respect to the Bonds, in substantially the form attached hereto as Exhibit 2.

“Issuer” means Provo City, Utah.

“Letter of Representations” means the Blanket Issuer Letter of Representations from the Issuer to DTC, dated April 14, 1999.

“Mayor” means the duly qualified and acting Mayor of the Issuer or in the absence or disability of such person, the duly qualified and acting Deputy Mayor of the Issuer.

“Participants” means those broker dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository.

“Paying Agent” means each Person appointed by the Issuer as paying agent with respect to the Bonds. Pursuant to Section 206 hereof, the initial Paying Agent is Zions Bancorporation, National Association, of Salt Lake City, Utah.


“Person” means natural persons, firms, partnerships, associations, corporations, trusts, public bodies and other entities.

“Preliminary Official Statement” means the Preliminary Official Statement with respect to the Bonds, dated January 10, 2019.

“Project Account” means the Project Account established in Section 213 hereof.

“Purchaser” means ____________________, as the initial purchaser of the Bonds from the Issuer.

“Record Date” means (a) in the case of each interest payment date, the day that is fifteen (15) days preceding such interest payment date, or if such day is not a business day for the Bond Registrar, the next preceding day that is a business day for the Bond Registrar, and (b) in the case of each redemption, such record date as shall be specified by the Bond Registrar in the notice of redemption required by Section 207 hereof, provided that such record date shall be not less than fifteen (15) calendar days before the mailing of such notice of redemption.

“Regulations” means United States Treasury Regulations dealing with the Bond provisions of the Code.

“Tax Certificate” means any agreement or certificate of the Issuer that the Issuer may execute in order to establish and maintain the excludability of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.

“United States” means the government of the United States of America.

“Utah Code” means Utah Code Annotated 1953, as amended.

Section 102. Rules of Construction. Unless the context otherwise requires:

(a) references to Articles and Sections are to the Articles and Sections of this Bond Resolution;

(b) the singular form of any word, including the terms defined in Section 101, includes the plural, and vice versa, and a word of any gender includes all genders; and

(c) the terms “hereby,” “hereof,” “hereto,” “herein,” “hereunder” and any similar terms as used in this Bond Resolution refer to this Bond Resolution.

Section 103. Authority for Bond Resolution. This Bond Resolution is adopted pursuant to the provisions of the Act.


ARTICLE II

AUTHORIZATION, TERMS AND ISSUANCE OF BONDS

Section 201. Authorization of Bonds, Principal Amount, Designation and Series. In accordance with and subject to the terms, conditions and limitations established by the Act and in the Bond Resolution, a series of General Obligation Bonds of the Issuer is hereby authorized to be issued in the aggregate principal amount of _______________ Dollars ($__________). Such series of bonds shall be designated “General Obligation Bonds, Series 2019.”

Section 202. Purpose. The Bonds are hereby authorized to be issued under authority of the Act for the purpose of financing the costs of the Project, and the costs related to the issuance and sale of the Bonds.

Section 203. Issue Date. The Bonds shall be dated as of the date of issuance and delivery thereof.

Section 204. Bond Details. The Bonds shall mature on February 1 of the years and in the principal amounts, and shall bear interest (calculated on the basis of a year of 360 days consisting of twelve 30-day months) from the date of original issuance and delivery thereof, payable semiannually on February 1 and August 1 of each year, commencing August 1, 2019, and at the rates per annum, as shown below:

FEBRUARY 1OF THE YEAR

AMOUNTMATURING

INTEREST RATEPER ANNUM

$ %

The Bonds shall bear interest from their date of issuance. The Bond Registrar shall insert the date of registration and authentication of each Bond in the place provided for such purpose in


the form of Bond Registrar’s certificate of authentication on each Bond. The Bonds shall bear interest on overdue principal at the aforesaid respective rates.

Section 205. Denominations and Numbers. The Bonds shall be issued as fully-registered bonds, without coupons, in the denomination of $5,000 or any whole multiple thereof, not exceeding the amount of each maturity. The Bonds shall be numbered with the letter prefix “R-” and from one (1) consecutively upwards in order of issuance.

Section 206. Paying Agent and Bond Registrar. Zions Bancorporation, National Association, of Salt Lake City, Utah, is hereby appointed the initial Paying Agent and Bond Registrar for the Bonds. The Issuer may remove any Paying Agent and any Bond Registrar, and any successor thereto, and appoint a successor or successors thereto. Each Paying Agent and Bond Registrar shall signify its acceptance of the duties and obligations imposed upon it by the Bond Resolution by executing and delivering to the Issuer a written acceptance thereof. The principal of and premium, if any, and interest on the Bonds shall be payable in any coin or currency of the United States of America that, at the respective dates of payment thereof, is legal tender for the payment of public and private debts. The principal of and premium, if any, on the Bonds shall be payable when due to the owner of each Bond upon presentation and surrender thereof at the principal corporate trust office of the Paying Agent. Payment of interest on each Bond shall be made to the Person that, as of the Record Date, is the owner of the Bond and shall be made by check or draft mailed to the Person that, as of the Record Date, is the owner of the Bond, at the address of such owner as it appears on the registration books of the Issuer kept by the Bond Registrar, or at such other address as is furnished to the Bond Registrar in writing by such owner on or prior to the Record Date.

Section 207. Optional Redemption and Redemption Price; Notice of Redemption. (a) The Bonds maturing on or after February 1, 2029, are subject to redemption prior to maturity, at the election of the Issuer, on August 1, 2028, and on any date thereafter, in whole or in part, from such maturities or parts thereof as shall be selected by the Issuer, upon notice given as provided below, at a redemption price equal to one hundred percent (100%) of the principal amount of the Bonds to be redeemed plus accrued interest thereon to the date fixed for redemption.

(b) If less than all of the Bonds of any maturity are to be redeemed, the particular Bonds or portion of Bonds of such maturity to be redeemed shall be selected at random by the Bond Registrar in such manner as the Bond Registrar in its discretion may deem fair and appropriate. The portion of any registered Bond of a denomination of more than $5,000 to be redeemed will be in the principal amount of $5,000 or a whole multiple thereof, and in selecting portions of such Bonds for redemption, the Bond Registrar will treat each such Bond as representing that number of Bonds of $5,000 denomination that is obtained by dividing the principal amount of such Bond by $5,000.

(c) Notice of redemption shall be given by the Bond Registrar by registered or certified mail, not less than thirty (30) nor more than forty-five (45) days prior to the redemption date, to the owner, as of the Record Date, of each Bond that is subject to redemption, at the address of such owner as it appears in the registration books of the Issuer kept by the Bond Registrar, or at such other address as is furnished to the Bond Registrar in writing by such owner on or prior to the


Record Date. Each notice of redemption shall state the Record Date, the principal amount, the redemption date, the place of redemption, the redemption price and, if less than all of the Bonds are to be redeemed, the distinctive numbers of the Bonds or portions of Bonds to be redeemed, and shall also state that the interest on the Bonds in such notice designated for redemption shall cease to accrue from and after such redemption date and that on the redemption date there will become due and payable on each of the Bonds to be redeemed the principal thereof and interest accrued thereon to the redemption date. Each notice of optional redemption may further state that such redemption shall be conditional upon the receipt by the Paying Agent, on or prior to the date fixed for such redemption, of moneys sufficient to pay the principal of and premium, if any, and interest on such Bonds to be redeemed and that if such moneys shall not have been so received said notice shall be of no force and effect and the Issuer shall not be required to redeem such Bonds. In the event that such notice of redemption contains such a condition and such moneys are not so received, the redemption shall not be made and the Bond Registrar shall within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such moneys were not so received. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the owner receives such notice. Failure to give such notice or any defect therein with respect to any Bond shall not affect the validity of the proceedings for redemption with respect to any other Bond.

(d) If notice of redemption shall have been given as described above and the conditions described above in this section, if any, shall have been met, the Bonds or portions thereof specified in said notice shall become due and payable at the applicable redemption price on the redemption date therein designated, and if, on the redemption date, moneys for the payment of the redemption price of all the bonds to be redeemed, together with interest to the redemption date, shall be available for such payment on said date, then from and after the redemption date interest on such bonds shall cease to accrue and become payable.

(e) Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number or numbers identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer.

(f) The Bond Registrar shall also give any notice of the “defeasance” or redemption of the Bonds that may be required by the Continuing Disclosure Undertaking provided that the Issuer shall provide to the Bond Registrar any documents or other information that the Bond Registrar requests to provide such notice.

Section 208. Acceptance of Bid; Issuance, Sale and Delivery of Bonds. (a) The bid of the Purchaser for the purchase of the Bonds, which is set out in full in the preambles hereto, shall be and the same is hereby accepted, it being hereby found, determined and declared after public advertisement for bids for the purchase of the Bonds, that the Bonds bear interest at the lowest obtainable interest rate.

(b) Under authority of the Act, the Bonds shall be issued by the Issuer for the purpose set forth in Section 202 hereof. The sale of the Bonds to the Purchaser at the price of $_________ is hereby confirmed.


(c) The Bonds shall be delivered to the Purchaser and the proceeds of sale thereof applied as provided in Section 210 hereof.

Section 209. Execution of Bonds. The Bonds shall be executed on behalf of the Issuer by the Mayor and attested and countersigned by the City Recorder (the signatures of the Mayor and City Recorder being either manual or by facsimile) and the official seal of the Issuer or a facsimile thereof shall be impressed or printed thereon. The use of such manual or facsimile signatures of the Mayor and the City Recorder and such facsimile or impression of the official seal of the Issuer on the Bonds are hereby authorized, approved and adopted by the Issuer as the authorized and authentic execution, attestation, countersignature and sealing of the Bonds by said officials on behalf of the Issuer. The Bonds shall then be delivered to the Bond Registrar for manual authentication by it. Only such of the Bonds as shall bear thereon a certificate of authentication, manually executed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of the Bond Resolution, and such certificate of the Bond Registrar shall be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered under, and are entitled to the benefits of, this Bond Resolution and that the owner thereof is entitled to the benefits of this Bond Resolution. The certificate of authentication of the Bond Registrar on any Bond shall be deemed to have been executed by it if (i) such Bond is signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder or that all of the Bonds hereunder be authenticated by the same Bond Registrar, and (ii) the date of registration and authentication of the Bond is inserted in the place provided therefor on the certificate of authentication.

In case any officer whose signature or a facsimile of whose signature shall appear on any Bond shall cease to be such officer before the issuance or delivery of such Bond, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until such issuance or delivery, respectively.

Section 210. Delivery of the Bonds; Application of Proceeds. The Bonds shall be delivered to the Purchaser at such time and place as the Issuer and the Purchaser shall agree to. The Issuer is hereby authorized and instructed to make delivery of the Bonds to the Purchaser and to receive payment therefor in accordance with the terms of the Purchase Contract and to set aside the proceeds of the sale of the Bonds for deposit as follows:

(i) $__________, into the Project Account, and

(ii) $__________, into the Costs of Issuance Account.

Section 211. Continuing Disclosure Undertaking. The Mayor is hereby authorized, empowered and directed to execute and deliver, and the City Recorder to seal, countersign, and attest, the Continuing Disclosure Undertaking in substantially the same form as now before the Municipal Council of the Issuer and attached hereto as Exhibit 1 or with such changes therein as the Mayor shall approve, his or her execution thereof to constitute conclusive evidence of his or her approval of such changes. When the Continuing Disclosure Undertaking is executed and delivered on behalf of the Issuer as herein provided, the Continuing Disclosure Undertaking will be binding on the Issuer and the officers, employees and agents of the Issuer, and the officers,


employees and agents of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Continuing Disclosure Undertaking as executed. Notwithstanding any other provision of this Bond Resolution, the sole remedies for failure to comply with the Continuing Disclosure Undertaking shall be the ability of the beneficial owner of any Bond to seek mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under the Continuing Disclosure Undertaking.

Section 212. Further Authority. The Mayor and the City Recorder and other officers and employees of the Issuer are, and each of them is, hereby authorized to do or perform all such acts and to execute all such certificates, documents and other instruments as may be necessary or advisable to provide for the issuance, sale, registration and delivery of the Bonds and to fulfill the obligations of the Issuer hereunder and thereunder.

Section 213. Establishment of Accounts. (a) The following accounts on the accounting records of the Issuer are hereby created, which are to be held as follows:

(i) Bond Account, to be held by the Paying Agent;

(ii) Project Account, to be held by the Issuer; and

(iii) Costs of Issuance Account, to be held by the Paying Agent.

(b) Pending application for the purposes contemplated hereby, moneys on deposit in the Bond Account and Project Account shall be invested as permitted by law in investments approved by the Issuer’s Division Director of Finance or other authorized officer of the Issuer.

(c) Amounts held in the Project Account shall be held by the Issuer and shall be disbursed by the Issuer to pay costs of the Project. [Amounts in respect of capitalized interest on the Bonds shall be transferred, upon written request of the City Treasurer or any other authorized officer of the Issuer, from the Project Account to the Paying Agent for deposit into the Bond Account no less than one business day prior to the applicable interest payment date.]

(d) Amounts held in the Costs of Issuance Account shall be disbursed by the Paying Agent upon the written request of the Issuer to pay costs of issuance of the Bonds. Amounts in the Costs of Issuance Account shall be transferred to the Bond Account upon payment of costs of issuance in accordance with the Tax Certificate.

ARTICLE III

TRANSFER AND EXCHANGE OF BONDS; BOND REGISTRAR

Section 301. Transfer of Bonds. (a) Any Bond may, in accordance with its terms, be transferred, upon the registration books kept by the Bond Registrar pursuant to Section 303 hereof, by the Person in whose name it is registered, in person or by such owner’s duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly executed written


instrument of transfer in a form approved by the Bond Registrar. No transfer shall be effective until entered on the registration books kept by the Bond Registrar. The Issuer, the Bond Registrar and the Paying Agent may treat and consider the Person in whose name each Bond is registered in the registration books kept by the Bond Registrar as the holder and absolute owner thereof for the purpose of receiving payment of, or on account of, the principal or redemption price thereof and interest due thereon and for all other purposes whatsoever.

(b) Whenever any Bond or Bonds shall be surrendered for transfer, the Bond Registrar shall authenticate and deliver a new fully-registered Bond or Bonds of the same series, designation, maturity and interest rate and of authorized denominations duly executed by the Issuer, for a like aggregate principal amount. The Bond Registrar shall require the payment by the Bondowner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer. With respect to each Bond, no such transfer shall be required to be made (i) after the Record Date with respect to any interest payment date to and including such interest payment date, or (ii) after the Record Date with respect to any redemption of such Bond.

(c) The Bond Registrar shall not be required to register the transfer of or exchange any Bond selected for redemption, in whole or in part, except the unredeemed portion of Bonds being redeemed in part. Upon surrender of any Bond redeemed in part only, the Issuer shall execute, and the Bond Registrar shall authenticate and deliver to the Bondowner at the expense of the Issuer, a new Bond or Bonds of the same series, designation, maturity and interest rate and of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bond surrendered.

Section 302. Exchange of Bonds. Bonds may be exchanged at the principal corporate trust office of the Bond Registrar for a like aggregate principal amount of fully-registered Bonds of the same series, designation, maturity and interest rate of other authorized denominations. The Bond Registrar shall require the payment by the Bondowner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. With respect to each Bond, no such exchange shall be required to be made (a) after the Record Date with respect to any interest payment date to and including such interest payment date, or (b) after the Record Date with respect to any redemption of such Bond.

Section 303. Bond Registration Books. This Bond Resolution shall constitute a system of registration within the meaning and for all purposes of the Registered Public Obligations Act, Chapter 7 of Title 15 of the Utah Code. The Bond Registrar shall keep or cause to be kept, at its principal corporate trust office, sufficient books for the registration and transfer of the Bonds, which shall at all times be open to inspection by the Issuer; and, upon presentation for such purpose, the Bond Registrar shall, under such reasonable regulations as it may prescribe, register or transfer, or cause Bonds to be registered or transferred on those books as herein provided.

Section 304. List of Bondowners. The Bond Registrar shall maintain a list of the names and addresses of the owners of all Bonds and upon any transfer shall add the name and address of the new Bondowner and eliminate the name and address of the transferor Bondowner.


Section 305. Duties of Bond Registrar. If requested by the Bond Registrar, the Mayor and the City Recorder are authorized to execute the Bond Registrar’s standard form of agreement between the Issuer and the Bond Registrar with respect to the compensation, obligations and duties of the Bond Registrar hereunder, which may include the following:

(a) to act as bond registrar, authenticating agent, paying agent and transfer agent as provided herein;

(b) to maintain a list of Bondowners as set forth herein and to furnish such list to the Issuer upon request, but otherwise to keep such list confidential;

(c) to give notice of redemption of Bonds as provided herein;

(d) to cancel and/or destroy Bonds that have been paid at maturity or upon earlier redemption or submitted for exchange or transfer;

(e) to furnish to the Issuer at least annually a certificate with respect to Bonds cancelled and/or destroyed;

(f) to furnish upon request to the Issuer at least annually an audit confirmation of Bonds paid, Bonds outstanding and payments made with respect to interest on the Bonds; and

(g) to comply with all applicable provisions of DTC’s operational arrangements, as provided in Section 402 hereof.

ARTICLE IV

BOOK-ENTRY SYSTEM; LIMITED OBLIGATION OF ISSUER; LETTER OF REPRESENTATIONS

Section 401. Book-Entry System; Limited Obligation of Issuer. (a) The Bonds shall be initially issued in the form of a separate, single, certificated, fully-registered Bond for each of the maturities set forth in Section 204 hereof. Upon initial issuance, the ownership of each such Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede, as nominee of DTC. Except as provided in Section 403 hereof, all of the outstanding Bonds shall be registered in the registration books kept by the Bond Registrar in the name of Cede, as nominee of DTC.

(b) With respect to Bonds registered in the registration books kept by the Bond Registrar in the name of Cede, as nominee of DTC, the Issuer, the Bond Registrar and the Paying Agent shall have no responsibility or obligation to any such Participant or to any Person on behalf of which such a Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer, the Bond Registrar and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant


or any other Person, other than a Bondowner, as shown in the registration books kept by the Bond Registrar, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other Person, other than a Bondowner, as shown in the registration books kept by the Bond Registrar, of any amount with respect to the principal of or premium, if any, or interest on the Bonds. The Issuer, the Bond Registrar and the Paying Agent may treat and consider the Person in whose name each Bond is registered in the registration books kept by the Bond Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, for the purpose of giving notices of redemption and for all other purposes whatsoever. The Paying Agent shall pay all principal of, and premium, if any, and interest on, the Bonds only to the respective Bondowners, as shown in the registration books kept by the Bond Registrar, or their respective attorneys duly authorized in writing, as provided in Section 206 hereof, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to payment of principal of, and premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid. No Person other than a Bondowner, as shown in the registration books kept by the Bond Registrar, shall receive a certificated Bond evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest pursuant to the Bond Resolution.

(c) Upon delivery by DTC to the Issuer of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the provisions herein with respect to Record Dates, the word “Cede” in this Bond Resolution shall refer to such new nominee of DTC; and upon receipt of such a notice the Issuer shall promptly deliver a copy of the same to the Bond Registrar and the Paying Agent.

Section 402. Letter of Representations. The Issuer’s prior execution and delivery of the Letter of Representations shall not in any way limit the provisions of Section 401 hereof or in any other way impose upon the Issuer any obligation whatsoever with respect to Persons having interests in the Bonds other than the Bondowners, as shown on the registration books kept by the Bond Registrar. In the written acceptance of each Paying Agent and Bond Registrar referred to in Section 206 hereof, such Paying Agent and Bond Registrar, respectively, shall agree to take all action necessary for all of DTC’s operational arrangements pertaining to the Paying Agent and Bond Registrar, respectively, to at all times be complied with.

Section 403. Transfers Outside Book-Entry System. At the option of the Issuer or upon receipt by the Issuer of written notice from DTC that DTC is unable or unwilling to discharge its responsibilities, and no substitute depository willing to undertake the functions of DTC hereunder can be found that is willing and able to undertake such functions upon reasonable and customary terms, the Bonds shall no longer be restricted to being registered in the registration books kept by the Bond Registrar in the name of Cede, as nominee of DTC, but may be registered in whatever name or names Bondowners transferring or exchanging Bonds shall designate, in accordance with the provisions of Article III hereof.

Section 404. Payments to Cede. Notwithstanding any other provision of this Bond Resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to principal of and premium, if any, and interest on such Bond and


all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Letter of Representations.

ARTICLE V

COVENANTS AND UNDERTAKINGS

Section 501. Covenants of Issuer. All covenants, statements, representations and agreements contained in the Bonds and all recitals and representations in the Bond Resolution are hereby considered and understood, and it is hereby confirmed that all such covenants, statements, representations and agreements are the covenants, statements, representations and agreements of the Issuer.

Section 502. Levy of Taxes; Bond Account. The Issuer covenants and agrees that to pay the interest falling due on the Bonds as the same becomes due and also to provide a sinking fund for the payment of the principal of the Bonds at maturity, a direct annual tax sufficient to pay the interest on the Bonds and to pay and retire the same shall be levied on all taxable property in the Issuer in addition to all other taxes. The taxes when collected shall be applied solely for the purpose of the payment of the interest on and principal of the Bonds and for no other purpose whatsoever until the indebtedness so contracted under the Bond Resolution, principal and interest, shall have been fully paid, satisfied and discharged. Nothing herein contained shall be so construed as to prevent the Issuer from applying any other funds that may be in the Issuer’s treasury and available for that purpose to the payment of the interest on and principal of the indebtedness contracted under the Bond Resolution as the same become due and mature. The levy or levies herein provided for may thereupon be diminished to that extent. The sums herein provided for to meet the interest on the Bonds and to discharge the principal thereof when due are hereby appropriated for that purpose, and the required amount for each year shall be included by the Issuer in its annual budget and its statement and estimate as certified in accordance with law in each year. Principal or interest falling due at any time when there shall not be available from the proceeds of the levies described in this Section money sufficient for the payment of such principal or interest shall, to the extent of such deficiency, be paid from other funds of the Issuer available for such purpose. Such other funds shall be reimbursed when the proceeds of the levies become available.

The taxes or other funds that are referenced in the foregoing paragraph and that are to be used to pay the principal of or interest on the Bonds shall be deposited into the Bond Account. On or prior to the date preceding each date on which monies are required to be on deposit with the Paying Agent sufficient for the payment of the principal of and interest on the Bonds, but in any event not later than the business day next preceding each such payment date, the Issuer shall deposit into the Bond Account an amount sufficient to pay the principal of and interest on the Bonds due on such payment date. Moneys remaining on deposit in the Bond Account immediately after each such payment date, including any investment earnings thereon earned during the period of such deposit, shall be immediately withdrawn from the Bond Account by the Issuer and commingled with the general funds of the Issuer. The Bond Account has been established primarily to achieve a proper matching of revenues and debt service on the Bonds. The Bond Account shall be depleted at least once each year by the Issuer, except for a reasonable carryover


amount not to exceed the greater of one year’s earnings on the Bond Account or one-twelfth of the annual debt service on the Bonds.

Section 503. Arbitrage Covenant; Covenant to Maintain Tax-Exemption. (a) The Mayor, the City Recorder and other appropriate officials of the Issuer are hereby authorized and directed to execute such Tax Certificates as shall be necessary to establish that (i) the Bonds are not “arbitrage bonds” within the meaning of Section 148 of the Code and the Regulations, (ii) the Bonds are not and will not become “private activity bonds” within the meaning of Section 141 of the Code, (iii) all applicable requirements of Section 149 of the Code are and will be met, (iv) the covenants of the Issuer contained in this Section will be complied with and (v) interest on the Bonds is not and will not become includible in gross income of the owners thereof for federal income tax purposes under the Code and applicable Regulations.

(b) The Issuer covenants and certifies to and for the benefit of the owners from time to time of the Bonds that:

(i) it will at all times comply with the provisions of any Tax Certificates;

(ii) it will at all times comply with the rebate requirements contained in Section 148(f) of the Code and the Regulations, including, without limitation, the entering into any necessary rebate calculation agreement to provide for the calculations of amounts required to be rebated to the United States, the keeping of records necessary to enable such calculations to be made, the creation of any rebate fund to provide for the payment of any required rebate and the timely payment to the United States of all amounts, including any applicable penalties and interest, required to be rebated, except to the extent that the Bonds are not subject to such arbitrage rebate requirements;

(iii) no use will be made of the proceeds of the issue and sale of the Bonds, or any funds or accounts of the Issuer that may be deemed to be proceeds of the Bonds, pursuant to Section 148 of the Code and applicable Regulations, which use, if it had been reasonably expected on the date of issuance of the Bonds, would have caused the Bonds to be classified as “arbitrage bonds” within the meaning of Section 148 of the Code;

(iv) it will not use or permit the use of any of its facilities or properties in such manner that such use would cause the Bonds to be “private activity bonds” described in Section 141 of the Code;

(v) no bonds or other evidences of indebtedness of the Issuer (other than the Bonds) have been or will be issued, sold or delivered within a period beginning fifteen (15) days prior to the sale of the Bonds and ending fifteen (15) days following the delivery of the Bonds, other than the Bonds;

(vi) it will not take any action that would cause interest on the Bonds to be or to become ineligible for the exclusion from gross income of the owners of the Bonds as provided in Section 103 of the Code, nor will it omit to take or cause to be taken in timely manner any action, which omission would cause interest on the Bonds to be or to become


ineligible for the exclusion from gross income of the owners of the Bonds as provided in Section 103 of the Code;

(vii) it recognizes that Section 149(a) of the Code requires the Bonds to be issued and to remain in fully registered form in order that interest thereon is excludable from gross income of the owners thereof for federal income tax purposes under laws in force at the time the Bonds are initially delivered and the Issuer agrees that it will not take any action to permit the Bonds to be issued in, or converted into, bearer or coupon form without an opinion of Bond Counsel to the effect that such action will not adversely affect the excludability of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes; and

(viii) it acknowledges that, in the event of an examination by the Internal Revenue Service of the exemption from federal income taxation for interest paid on the Bonds, under present rules, the Issuer may be treated as the “taxpayer” in such examination and agrees that it will respond in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination.

Pursuant to these covenants, the Issuer obligates itself to comply throughout the term of the issue of the Bonds with the requirements of Section 103 of the Code and the Regulations proposed or promulgated thereunder.

ARTICLE VI

FORM OF BONDS

Section 601. Form of Bonds. Each fully-registered Bond shall be, respectively, in substantially the following form, with such insertions or variations as to any redemption or amortization provisions and such other insertions or omissions, endorsements and variations as may be required (including, but not limited to, such changes as may be necessary if the Bonds at any time are no longer held in book-entry form as permitted by Section 403 hereof):

[The remainder of the page intentionally left blank.]


[FORM OF BOND]

____________________

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

____________________

Registered Registered

UNITED STATES OF AMERICA

STATE OF UTAH

COUNTY OF UTAH

PROVO CITY

GENERAL OBLIGATION BOND, SERIES 2019

Number R-____ $____________

INTEREST RATE MATURITY DATE DATED DATE CUSIP

________% February 1, ________ February 6, 2019 _______

REGISTERED OWNER:

PRINCIPAL AMOUNT:-------------------------------------- DOLLARS----------------------------------------

KNOW ALL MEN BY THESE PRESENTS that Provo City, Utah (the “Issuer”), a duly organized and existing municipal corporation and a political subdivision 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, upon presentation and surrender hereof, the principal amount identified above (the “Principal Amount”), and to pay the registered owner hereof interest on the balance of the Principal Amount from time to time remaining unpaid from the interest payment date next preceding the date of registration and authentication of this Bond, unless this Bond is registered and authenticated as of an interest payment date, in which event this Bond shall bear interest from such interest payment date, or


unless this Bond is registered and authenticated prior to the first interest payment date, in which event this Bond shall bear interest from the dated date identified above (the “Dated Date”), or unless, as shown by the records of the hereinafter referred to Bond Registrar, interest on the hereinafter referred to Bonds shall be in default, in which event this Bond shall bear interest from the date to which interest has been paid in full, at the interest rate per annum (calculated on the basis of a year of 360 days consisting of twelve 30-day months) identified above (the “Interest Rate”), payable semiannually on February 1 and August 1 in each year, commencing August 1, 2019, until payment in full of the Principal Amount, except as the provisions set forth in the hereinafter defined Bond Resolution with respect to redemption prior to maturity may become applicable hereto. This Bond shall bear interest on overdue principal at the Interest Rate. Principal of and premium, if any, on this Bond shall be payable upon presentation and surrender hereof at the principal corporate trust office of Zions Bancorporation, National Association, of Salt Lake City, Utah, as Paying Agent for the Bonds, or at the principal corporate trust office of any successor who is at the time the Paying Agent of the Issuer, 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; and payment of the interest hereon shall be made to the registered owner hereof and shall be paid by check or draft mailed to the person who is the registered owner of record on the Record Date.

This Bond is one of the General Obligation Bonds, Series 2019 of the Issuer (the “Bonds”), limited to the aggregate principal amount of $__________, dated as of the Dated Date, issued under and by virtue of the Local Government Bonding Act, Chapter 14 of Title 11, Utah Code Annotated 1953, as amended (the “Utah Code”), the Registered Public Obligations Act, Chapter 7 of Title 15 of the Utah Code, and the applicable provisions of Title 10 of the Utah Code (collectively, the “Act”), and under and pursuant to resolutions of the Issuer adopted on December 11, 2018 and January 22, 2019 (collectively, the “Bond Resolution”), after having been authorized at a special bond election held on November 6, 2018, in the Issuer by a vote of the qualified electors thereof, for the purpose of paying the costs of acquiring and constructing Project (as defined in the Bond Resolution).

Zions Bancorporation, National Association, of Salt Lake City, Utah, is the initial bond registrar and paying agent of the Issuer with respect to the Bonds. This bond registrar and paying agent, together with any successor bond registrar or paying agent, are referred to herein, respectively, as the “Bond Registrar” and the “Paying Agent.”

The Issuer covenants and is by law required to levy annually a sufficient tax to pay interest on this Bond as it falls due and also to constitute a sinking fund for the payment of the principal hereof as the same falls due.

This Bond is transferable, as provided in the Bond Resolution, only upon the books of the Issuer kept for that purpose at the principal corporate trust office of the Bond Registrar, by the registered owner hereof in person or by such owner’s attorney duly authorized in writing. Such transfer shall be made upon surrender of this Bond, together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or such duly authorized attorney and upon the payment of the charges prescribed in the Bond Resolution, and thereupon the Issuer shall issue in the name of the transferee a new registered Bond or Bonds of authorized denominations of the same aggregate principal amount, series, designation, maturity and interest


rate as the surrendered Bond, all as provided in the Bond Resolution. No transfer of this Bond shall be effective until entered on the registration books kept by the Bond Registrar. The Issuer, the Bond Registrar and the Paying Agent may treat and consider the person in whose name this Bond 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, the Bond Registrar nor the Paying Agent shall be affected by any notice to the contrary.

The Bonds are issuable solely in the form of registered Bonds in the denomination of $5,000 or any whole multiple thereof.

The Bonds are subject to redemption as described in the Bond Resolution.

Except as otherwise provided herein and unless the context clearly indicates otherwise, words and phrases used herein shall have the same meanings as such words and phrases in the Bond Resolution.

This Bond and the issue of Bonds of which it is a part are issued in conformity with and after full compliance with the Constitution of the State of Utah and pursuant to the provisions of 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 laws of the State of Utah and by the Act and the Bond Resolution to exist, to have happened or to have been performed precedent to or in connection with the issuance of this Bond exist, have happened and have been performed and that the issue of Bonds, together with all other indebtedness of the Issuer, is within every debt and other limit prescribed by the Constitution and laws referenced above, and that the full faith and credit of the Issuer are hereby irrevocably pledged to the punctual payment of the principal of and interest on this Bond according to its terms.

This Bond shall not be valid until the Certificate of Authentication hereon shall have been manually signed by the Bond Registrar.


IN WITNESS WHEREOF, PROVO CITY, UTAH, has caused this Bond to be signed in its name and on its behalf by its Mayor and countersigned and attested by its City Recorder, and has caused its official seal or a facsimile thereof to be impressed or imprinted hereon, all as of the Dated Date.

PROVO CITY, UTAH

By ____________________________________ Mayor

ATTEST AND COUNTERSIGN:

By _________________________________ City Recorder

[SEAL]


[FORM OF BOND REGISTRAR’S CERTIFICATE OF AUTHENTICATION]

This Bond is one of the Bonds described in the within-mentioned Bond Resolution and is one of the General Obligation Bonds, Series 2019 of Provo City, Utah.

ZIONS BANCORPORATION, NATIONAL ASSOCIATION, as Bond Registrar

By____________________________________ Authorized Officer

Date of registration and authentication: February 6, 2019.

Bond Registrar and Paying Agent:

Zions Bancorporation, National AssociationCorporate Trust DepartmentOne South Main Street, 12th FloorSalt Lake City, Utah 84133-1109


[FORM OF ASSIGNMENT]

The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM — as tenants in commonTEN ENT — as tenants by the entiretyJT TEN — as joint tenants with right

of survivorship and not astenants in common

UNIF TRAN MIN ACT—_________ Custodian _________

(Cust) (Minor)under Uniform Transfers to Minors Act of__________________________________

(State)Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

Insert Social Security or OtherIdentifying Number of Assignee

_____________________________________________________________________________(Please Print or Typewrite Name and Address of Assignee)

the within Bond of PROVO CITY, UTAH, and hereby irrevocably constitutes and appoints _____________________________________________________________________________attorney, to register the transfer of said Bond on the books kept for registration thereof, with full power of substitution in the premises.

DATED: ______________________ SIGNATURE: ____________________________

SIGNATURE GUARANTEED:

_______________________________

NOTICE: Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Bond Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Bond Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Act of 1934, as amended.

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.


ARTICLE VII

MISCELLANEOUS

Section 701. Final Official Statement. The Final Official Statement of the Issuer in substantially the form of the Preliminary Official Statement presented at this meeting and attached hereto as Exhibit 2, with such changes, omissions, insertions and revisions as the Mayor shall deem advisable, is hereby authorized. The Mayor shall sign and deliver such Final Official Statement to the Purchaser for distribution to prospective purchasers of the Bonds and other interested persons. The approval of the Mayor of any such changes, omissions, insertions and revisions shall be conclusively established by the Mayor’s execution of the Final Official Statement.

Section 702. Official Statement Deemed Final. The Issuer has previously deemed, and does hereby deem, final the Preliminary Official Statement within the meaning and for purposes of paragraph (b)(1) of Rule 15c2-12 of the Securities and Exchange Commission, subject to completion thereof with the information established at the time of the sale of the Bonds. The Mayor and the City Recorder are, and each of them is, hereby authorized to do or perform all such acts and to execute all such certificates, documents and other instruments as may be necessary or advisable to provide for the issuance, sale and delivery of the Bonds, and any actions taken thereby for purposes of deeming the Official Statement to be final for purposes of Rule 15c2-12 of the Securities and Exchange Commission are hereby authorized, ratified and confirmed.

Section 703. Ratification. All proceedings, resolutions and actions of the Issuer and its officers taken in connection with the sale and issuance of the Bonds are hereby ratified, confirmed and approved, including, without limitation, the publication of the notice of sale for the Bonds as set out in the preambles hereto.

Section 704. Severability. It is hereby declared that all parts of this Bond Resolution are severable, and if any section, paragraph, clause or provision of this Bond Resolution shall, for any reason, be held to be invalid or unenforceable, the invalidity or unenforceability of any such section, paragraph, clause or provision shall not affect the remaining sections, paragraphs, clauses or provisions of this Bond Resolution.

Section 705. Conflict. All resolutions, orders and regulations or parts thereof heretofore adopted or passed that are in conflict with any of the provisions of this Bond Resolution are, to the extent of such conflict, hereby repealed.

Section 706. Captions. The table of contents and captions or headings herein are for convenience of reference only and in no way define, limit or describe the scope or intent of any provisions or sections of this Bond Resolution.


Section 707. Immunity of Officers and Directors. No recourse shall be had for the payment of the principal of or premium or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in this Resolution against any past, present or future officer, member or director of the Issuer, or any incorporator, officer, director or trustee of any successor corporation, as such, either directly or through the Issuer or any successor corporation, under any rule of law or equity, statute or constitution, or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such incorporator, officer, director or trustee as such is hereby expressly waived and released as a condition of and consideration for the execution of this Resolution and issuance of such Bonds.

Section 708. Effective Date. This Bond Resolution shall take effect immediately.


ADOPTED AND APPROVED this 22nd day of January, 2019.

PROVO CITY, UTAH

By____________________________________ Chair, Municipal Council

[SEAL]

ATTEST:

By__________________________________City Recorder

PRESENTATION TO THE MAYOR

The foregoing resolution was presented to the Mayor for her approval or disapproval on the 22nd day of January, 2019.

____________________________________Council Chair

MAYOR’S APPROVAL OR DISAPPROVAL

The foregoing resolution is hereby approved this 22nd day of January, 2019.

____________________________________Mayor

EXHIBIT 1 Final Bond Resolution

EXHIBIT 1

[ATTACH FORM OF CONTINUING DISCLOSURE UNDERTAKING]

EXHIBIT 2 Final Bond Resolution

EXHIBIT 2

[ATTACH FORM OF OFFICIAL STATEMENT]

1


Submitter: DGRABAUDepartment: FinanceRequested Meeting Date: 01-01-2018

SUBJECT: A resolution appropriating $20,000 in the Police Department General Fund for the Urban Deer Program applying to the fiscal year ending June 30, 2019. (18-061)

RECOMMENDATION: The Council is requested to appropriate $20,000 in the General Fund for the Police Department from fund balance to fund FY 2019's Urban Deer Program.

BACKGROUND: In FY 2016, the Municipal Council appropriated $35,000 to fund an urban deer removal program on an interim basis. On May 15, 2018, the Council evaluated the program and voted to extend the program for an additional year. In that motion, the Council recommended the funding be included in the FY 2019 budget. Through the changes that were made to the budget, that change was not incorporated into the new-year budget. The annual cost for administering the program last year approached $20,000. The request before the Council is to appropriate an additional $20,000 to fund the FY2019 portion of the program.

During the presentation on this item, the police department would like to share information about the program’s efficacy and the burden on staff for its administration. Additional appropriation may be requested to alleviate this burden.

FISCAL IMPACT: $20,000

PRESENTER’S NAME: Dustin Grabau, Rich Ferguson




1 RESOLUTION 2019-.23 A RESOLUTION APPROPRIATING $20,000 IN THE POLICE 4 DEPARTMENT GENERAL FUND FOR THE URBAN DEER PROGRAM 5 APPLYING TO THE FISCAL YEAR ENDING JUNE 30, 2019. (18-061)67 WHEREAS, the Municipal Council of Provo City Corporation has received a 8 recommendation from the Provo City Mayor that $20,000 be appropriated in the Police 9 Department General Fund for funding the Urban Deer Program; and

1011 WHEREAS, the appropriation will be funded by $20,000 from the General Fund balance; 12 and1314 WHEREAS, on January 8 and January 22, 2019, the Municipal Council met to ascertain 15 the facts regarding this matter and receive public comment, which facts and comments are found 16 in the public record of the Council’s consideration; and; and1718 WHEREAS, all persons for and against the proposed appropriation were given an 19 opportunity to be heard; and2021 WHEREAS, after considering the Mayor's recommendation, and facts and comments 22 presented to the Municipal Council, the Municipal Council finds the proposed appropriation 23 reasonably furthers the health, safety, and general welfare of the citizens of Provo City.2425 NOW, THEREFORE, be it resolved by the Municipal Council of Provo City, Utah as 26 follows:2728 PART I:2930 The Mayor is hereby authorized to appropriate $20,000 in the Police Department General 31 Fund. 3233 PART II:3435 This resolution shall take effect immediately.3637 END OF RESOLUTION.

1


Submitter: BMUMFORDDepartment: RecorderRequested Meeting Date:

SUBJECT: A discussion on affordable housing policies in Provo City. (18-070)

RECOMMENDATION: Discussion only. If Council desires to make a shift in policy, a motion will be required.

BACKGROUND: At the August 7, 2018 Work Meeting, representatives from The Salt Lake Chamber came to discuss a policy initiative they recently headed and referred to as the Housing Gap Coalition. As part of their presentation, they discussed with the Council a study their group had recently commissioned with the Kem C. Gardner Policy Institute at the University of Utah. The study uncovered several areas dealing with housing affordability and availability that were of concern and in need of attention. One of the primary asks of this presentation was that the Council consider and pass a resolution which would unite cities in the state and partner with the Housing Gap Coalition to address housing affordability.

The Council has had numerous discussions regarding this resolution, but never adopted the resolution. Council Leadership asked Council staff to review the housing policies in place and to particularly look at current policies and whether current policies would create a duplication in effort.

FISCAL IMPACT: N/A

PRESENTER’S NAME: Cliff Strachan




Affordable Housing Policy Discussion Work Session, December 18, 2018

Housing Gap Coalition Resolution: 1. Seek to minimize barriers to the provision of housing opportunities for all incomes and life stages; 2. Review existing practices that would negatively impact housing affordability; 3. Plan and seek to allow significant housing opportunities near employment centers, public

transportation, and other amenities; 4. Increase public and government awareness and understanding of the housing affordability needs of our

city, region and state; 5. Think, and coordinate regionally, about local land use decisions; 6. Seek to align housing, infrastructure, and economic development efforts; and 7. Promote collaboration with other communities, elected officials, and stakeholders on additional

solutions.

Housing Gap Coalition Resolution: • Do nothing • Reject the resolution • Revise the Resolution • Approve the resolution • Approve a new resolution • Affirm the UCLT resolution • Research housing needs

ULCT Resolution 2018-004: 1. Population growth and the housing gap

• engage with other stakeholders to formulate and consider state initiatives that facilitate the accommodation of population growth, and that enhance flexibility of other revenue tools.

• support expanding the use of accessory dwelling units where appropriate. • review zoning ordinances, regulatory ordinances, and processes to facilitate additional housing units (i)

where the infrastructure can support them, (ii) particularly near current and future transportation corridors, and (iii) in a manner that preserves local official decision- making.

• support efforts to inform residents about population growth and mitigate the impacts on their quality of life.

ULCT Resolution 2018-004: 2. Housing affordability

• support federal policies that could ease material and labor costs that impact housing prices. • support other efforts to reduce costs of housing that are not tied to infrastructure. • support state and local efforts to improve wage growth.

3. Affordable housing

• commit to examining their current housing stock by complying with HB 259 (2018) Moderate Income Housing Amendments to incorporate moderate income housing into their general plans.

• support state financial support and other incentives such as inclusionary zoning in certain areas to preserve or create affordable housing.

HGC Resolution vs. Provo General Plan

Moderate Income Housing Requirements – Existing and Proposed

HGC Resolution (Provo amendments):

Affordable Housing in Utah County:

• 29 of 47 affordable housing projects • 1,093 of 1,870 units

are in Provo Source: Utah Regional Housing as presented at the Utah Community Land Trust Symposium, December 6, 2018

1 RESOLUTION 2018-.234 A RESOLUTION REGARDING A PLEDGE TO CONSIDER HOUSING 5 AFFORDABILITY ISSUES AND TO IDENTIFY MEASURES TO BE TAKEN 6 TO ADDRESS UTAH’S HOUSING NEEDS ACROSS THE STATE AND IN 7 PROVO CITY. (18-070)89 WHEREAS, Utah’s population growth is among the highest in the nation, the result of a 10 strong economy, larger family sizes, and high quality of life measures; and1112 WHEREAS, the developable land in Utah’s most populated valleys is rapidly 13 disappearing; and1415 WHEREAS, research conducted by the University of Utah has shown that for the first 16 time in 40 years Utah has had more new households than new housing units provided, resulting 17 in a housing shortage that is contributing to housing costs that financially strain many Utah 18 families who are struggling to meet their housing needs; and1920 WHEREAS, since 2011 this “housing gap,” or shortage of housing, is estimated to be 21 above 50,000 units and growing each year, even as Utah led the nation, in percentage terms, in 22 housing construction last year; and 2324 WHEREAS, "housing affordability" means the ability of a household to occupy a 25 housing unit while paying no more than 30% of the household's income for gross housing costs, 26 including utilities; and2728 WHEREAS, “affordable housing” refers to housing affordability for residents who earn 29 less than the area’s median income and describes the availability of affordable housing units 30 targeted for low-, very low-, and extremely low-income groups; and3132 WHEREAS, while the current affordable housing crisis in Utah is concentrated in 33 households with incomes below the median income, with housing prices rising, the crisis may 34 grow to affect households with incomes above the median income if the supply and availability 35 of affordable housing units does not begin to satisfy demand, and affordable housing could 36 become far more scarce, impacting a majority of Utah families; and3738 WHEREAS, accommodating a significant portion of Utah’s population growth in 39 proximity to employment opportunities allows people to live closer to work, reduce driving, 40 reduce air pollution, reduce household transportation costs, decrease infrastructure costs, and 41 maintain and improve the quality of life for Utah’s residents; and

4243 WHEREAS, cities that adopt measures encouraging and supporting housing affordability 44 will improve overall prosperity and air quality, as well as reduce housing and transportation 45 costs, not only for their cities, but for the region and state; and464748 WHEREAS, the Municipal Council of Provo City has included multiple measures 49 supporting housing affordability and affordable housing in the city’s General Plan; and5051 WHEREAS, the Provo City Housing Authority found that 29 (62%) of 47 affordable 52 housing projects in Utah County are located in Provo City, and that 1,093 (58%) of the 1,870 53 affordable housing units comprising these projects are located in Provo City; and5455 WHEREAS, the Municipal Council of Provo City supports the Salt Lake Chamber of 56 Commerce and the Utah League of Cities and Towns in raising awareness about the choices to 57 promote and increase housing affordability and affordable housing, to preserve our strong 58 economy and protect the quality of life in the face of rapid growth.596061 NOW, THEREFORE, BE IT RESOLVED BY THE MUNICIPAL COUNCIL OF THE 62 CITY OF PROVO, UTAH:6364 SECTION 1. Pledge of support. We, as municipal leaders of Provo City, pledge to 65 consider housing affordability issues with a regional perspective. We also pledge that together 66 with other Utah local governments and community stakeholders, Provo City will continue to 67 work towards the goal of housing affordability for all Utah residents. We recognize our ability to 68 implement various smart growth strategies to promote and maintain housing affordability, and 69 we call upon other cities in Utah County to join with us as we endeavour to find solutions to the 70 shortage of affordable housing. 7172 Section 2. Measures to be taken. Within the context of the General Plan, the Municipal 73 Council of Provo City pledges to:7475 1. Seek to minimize barriers to the provision of housing opportunities for all incomes and 76 life stages; 77 2. Review existing practices that would negatively impact housing affordability;78 3. Plan and seek to allow significant housing opportunities near employment centers, public 79 transportation, and other amenities;80 4. Increase public and government awareness and understanding of the housing affordability 81 needs of our city, region and state;

82 5. Think, and coordinate regionally, about local land use decisions;83 6. Seek to align housing, infrastructure, and economic development efforts; and84 7. Promote collaboration with other communities, elected officials, and stakeholders on 85 additional solutions.8687 Toward these ends, we will review and, as needed, update our General Plan, comply with the 88 2018 moderate-income housing legislation, and take other steps as appropriate.8990 SECTION 3. Effective Date. This resolution shall be effective immediately.

1


Submitter: RBREENDepartment: Community DevelopmentRequested Meeting Date: 01-22-2019

SUBJECT: Julie Smith requests the annexation (Peay Annexation) of 13.45 acres of property into the incorporated limits of Provo City, located at approximately 5400 N Canyon Road. North Timpview and Riverbottoms neighborhoods. PLANEX20180355

RECOMMENDATION: Item requested for both the Work and Council meetings on January 22, 2019.

BACKGROUND: Annexation petition.

FISCAL IMPACT:

PRESENTER’S NAME: Brian Maxfield (801) 852-6429



CITYVIEW OR ISSUE FILE NUMBER: PLANEX20180355

1 RESOLUTION 2018-23 A RESOLUTION ACCEPTING AN ANNEXATION PETITION FOR 4 FURTHER CONSIDERATION FOR APPROXIMATELY 13.45 ACRES OF 5 PROPERTY GENERALLY LOCATED AT 5400 NORTH CANYON ROAD, 6 PROVO. NORTH TIMPVIEW AND RIVERBOTTOMS NEIGHBORHOODS.78 WHEREAS, The Municipal Council has received a petition to annex approximately 9 13.45acres of property generally located at 5400 North Canyon Road into the Municipality of

10 Provo; and1112 WHEREAS, pursuant to Utah Code 10-2-405, the Municipal Council may accept or deny 13 the petition for further consideration; and 1415 WHEREAS, if within fourteen days of the receipt of the annexation petition by the City 16 Recorder the Municipal Council fails to affirmatively accept or deny the petition it is considered 17 to have been accepted for further consideration pursuant Utah Code; and1819 WHEREAS, the petition at issue here was not delivered to the City Recorder, therefore it 20 cannot be considered to have been accepted by operation of law, but can still be considered by 21 the Council; and2223 WHEREAS, per the Provo City General Plan Map 6.1 – Annexation Policy, the property 24 is within Annexation Policy Area #5; and 2526 WHEREAS, Provo City Code Section 15.03.300 requires that, concurrent with any 27 request to rezone or annex property, a concept plan application shall be submitted to the City, 28 which requirement has been met; and 2930 WHEREAS, Provo City Code Section 15.15.020 requires: (a) an accurate survey plat of 31 the property, (b) a statement as to the anticipated timetable for development of the property being 32 annexed, and (c) a full disclosure of any and all waters owned or historically utilized on the 33 property to be annexed and a statement from the water owner as to the water owner’s estimate of 34 value of the water or the price at which the owner is willing to sell the said water to the City, 35 which requirements have been met; and 3637 WHEREAS, after considering the facts and comments presented to the Municipal 38 Council at a public meeting held on January 22, 2019, the Council finds that acceptance of this 39 annexation petition for further consideration would reasonably further the health, safety and 40 general welfare of the citizens of Provo City.4142 NOW, THEREFORE, be it resolved by the Municipal Council of Provo City, Utah, as 43 follows:4445 PART I:46

47 1. The Municipal Council hereby accepts for further consideration, in accordance with 48 the process set forth in state law and local ordinance, the petition to annex approximately 49 13.45acres of property generally located at 5400 North Canyon Road, as shown in the attached 50 Exhibit A.5152 PART II:5354 This resolution shall take effect immediately.5556 END OF RESOLUTION.

Exhibit A

1 RESOLUTION 2018-23 A RESOLUTION DENYING AN ANNEXATION PETITION FOR FURTHER 4 CONSIDERATION FOR APPROXIMATELY 13.45 ACRES OF PROPERTY 5 GENERALLY LOCATED AT 5400 NORTH CANYON ROAD, PROVO. 6 NORTH TIMPVIEW AND RIVERBOTTOMS NEIGHBORHOODS.78 WHEREAS, The Municipal Council has received a petition to annex approximately 9 13.45acres of property generally located at 5400 North Canyon Road into the Municipality of

10 Provo; and1112 WHEREAS, pursuant to Utah Code 10-2-405, the Municipal Council may accept or deny 13 the petition for further consideration; and 1415 WHEREAS, if within fourteen days of the receipt of the annexation petition by the City 16 Recorder the Municipal Council fails to affirmatively accept or deny the petition it is considered 17 to have been accepted for further consideration pursuant Utah Code; and1819 WHEREAS, the petition at issue here was not delivered to the City Recorder, therefore it 20 cannot be considered to have been accepted by operation of law, but can still be considered by 21 the Council; and2223 WHEREAS, per the Provo City General Plan Map 6.1 – Annexation Policy, the property 24 is within Annexation Policy Area #5; and 2526 WHEREAS, Provo City Code Section 15.03.300 requires that, concurrent with any 27 request to rezone or annex property, a concept plan application shall be submitted to the City, 28 which requirement has been met; and 2930 WHEREAS, Provo City Code Section 15.15.020 requires: (a) an accurate survey plat of 31 the property, (b) a statement as to the anticipated timetable for development of the property being 32 annexed, and (c) a full disclosure of any and all waters owned or historically utilized on the 33 property to be annexed and a statement from the water owner as to the water owner’s estimate of 34 value of the water or the price at which the owner is willing to sell the said water to the City, 35 which requirements have been met; and 3637 WHEREAS, after considering the facts and comments presented to the Municipal 38 Council at a public meeting held on January 22, 2019, the Council finds that acceptance of this 39 annexation petition for further consideration would not reasonably further the health, safety and 40 general welfare of the citizens of Provo City.4142 NOW, THEREFORE, be it resolved by the Municipal Council of Provo City, Utah, as 43 follows:4445 PART I:46

47 1. The Municipal Council hereby denies for further consideration the petition to annex 48 approximately 13.45 acres of property generally located at 5400 North Canyon Road, as shown 49 in the attached Exhibit A.5051 PART II:5253 This resolution shall take effect immediately.5455 END OF RESOLUTION.

Exhibit A

Planning Commission Hearing Staff Report

Hearing Date: January 9, 2019

*ITEM #2 The Provo City Economic Development Dept. requests a Zone Change from the

Regional Shopping Center (SC3) Zone to the Interim Transit Oriented Development (ITOD) Zone for

approximately 14 acres, located at 2300 N University Parkway. Carterville neighborhood. Aaron

Ardmore (801) 852-6404 PLRZ20180406

Applicant: Dixon Holmes - Provo City Economic Development Staff Coordinator: Aaron Ardmore Property Owner: PLUM TREE PROPERTY LLC Parcel ID#: 46:992:0001 Acreage: 14 Number of Properties: 1 Number of Lots: 6 ALTERNATIVE ACTIONS 1. Continue to a future date to obtain additional information or to further consider information presented. The next available meeting date is January 23, 5:00 P.M. 3. Recommend Denial of the requested zone change. This action would not be consistent with the recommendations of the Staff Report. The Planning Commission should state new findings.

Current Legal Use: The property contained in this zone change request is currently vacant commercial property in the SC3 zone. Relevant History: The owners of the property have been through a redesign of a large commercial center, called The Mix. The owners have an approved plan to build new commercial and residential units at this property, but have now decided to change the plan with this rezone to allow ITOD residential development along the north and east sections. Neighborhood Issues: There have not been any reported issues to staff at the time of this report. Summary of Key Issues:

The prior approved plan had a mix of commercial, office, and residential uses within the SC3 zone.

The developers have now abandoned portions of that plan and desire ITOD zone on 14 acres for residential development.

This proposed zone change would need to be accompanied by a development agreement to ensure proper phasing and development occurs.

Staff Recommendation: That the Planning Commission recommend to the Municipal Council approval of a zone change of 14 acres from SC3 to the ITOD with the following conditions: 1. That a Development Agreement is signed and recorded prior to establishment of the zone change.

Planning Commission Staff Report *Item #2 January 9, 2019 Page 2

OVERVIEW

The applicant, Provo City Economic Development, is requesting a zone change on

behalf of the owner and developer of “the Mix” property, located at 2300 N University

Pkwy. The request is to amend the zone map from the SC3 to the ITOD zone for 14

acres along the north and east ends of the property (see attachment #1).

The owners of the property have an approved plan for this property under SC3 zoning

with commercial, office, and residential development. However, due to changing

markets and a revised plan from the developers, they now are requesting an

amendment to the zoning, which will be followed by an amendment to their

development plan.

The zone change will enable the developers to move forward with building on “The Mix”

site. Staff has recommended, at the property owner’s representative has agreed, that a

Development Agreement should be recorded in the office of the Utah County Recorder

prior to any actual change in zoning that would include at least the following restrictions:

1. That the remaining SC3 zone will not include any residential uses;

2. That in the ITOD zone 10% of the residential units must be income restricted

at 60% Average Median Income, or that a cash-in-lieu is proffered for 10% of the

units, and;

3. That the attached zoning map be included in the Development Agreement

which will dictate zone boundaries and road locations.

FINDINGS OF FACT

1. Provo City Code Section 14.02.020(2) sets forth the following guidelines for

consideration of zoning map amendments:

Upon receipt of a petition by the Planning Commission, the Commission shall hold a

public hearing in accordance with the provisions of Section 14.02.010 of this Title and

may approve, conditionally approve, or deny the preliminary project plan. Before

recommending an amendment to this Title, the Planning Commission shall determine

whether such amendment is in the interest of the public, and is consistent with the goals

and policies of the Provo City General Plan. The following guidelines shall be used to

determine consistency with the General Plan: (responses in bold)


(a) Public purpose for the amendment in question.

Since the SC3 zone was established in this location in the late 1980s Bus

Rapid Transit has been added to University Parkway and a bus station is

convenient to the subject property. This change in transportation

infrastructure has made the subject property appropriate for Transit

Oriented development. The proposed zone change will allow significant

residential development (400-500 units) as part of a mixed-use

development, helping to provide affordable housing that will support new

commercial businesses in Provo.

(b) Confirmation that the public purpose is best served by the amendment in

question.

Amending 14 acres of the SC3 zone to ITOD will encourage that quality

residential development will be built as part of the mixed-use project.

(c) Compatibility of the proposed amendment with General Plan policies, goals, and

objectives.

The zone change helps to meet the following goals of the General Plan:

Goal 1.4.3 to increase dispersal of affordable housing in Provo.

Goal 1.4.8 may be achieved by encouraging long-term residency and

balanced neighborhoods.

Goal 3.4.5 is to encourage various types of housing and sufficient

accommodations for people to work and live in Provo.

(d) Consistency of the proposed amendment with the General Plan’s “timing and

sequencing” provisions on changes of use, insofar as they are articulated.

This proposal is set to be developed in phases, with the commercial being

established first, and then the residential. This will help to provide a

desirable place for people to live in the new units that are built.

(e) Potential of the proposed amendment to hinder or obstruct attainment of the

General Plan’s articulated policies.

The proposed amendment should not have hindrance or obstruction to

obtaining the goals of the General Plan.

(f) Adverse impacts on adjacent land owners.


Adverse impacts on adjacent land owners are mitigated by this proposal,

since the neighboring property to the north with have less intense

development with the ITOD zone than it could have had with the SC3 zone.

There will be an increase of traffic to adjacent land owners, but this should

also be mitigated by a planned out traffic flow and control plan.

(g) Verification of correctness in the original zoning or General Plan for the area in

question.

The zoning and General Plan for the area are correct and do not need to be

amended.

(h) In cases where a conflict arises between the General Plan Map and General

Plan Policies, precedence shall be given to the Plan Policies.

No conflict exists.

STAFF ANALYSIS

The proposal has benefits to Provo City, in that this zone change will first allow new

development to start at “The Mix”, and second, that the residential component of the

development will be combined and well-regulated with the ITOD zone.

Phasing the plan with SC3 and ITOD development will allow the developer and City Staff to

ensure that quality development occurs at this site, and the zone change to ITOD will also help

to provide new areas for affordable housing to be built.

CONCLUSIONS

The proposed zone change along with the Development Agreement will provide a way for the

developer to move forward with “The Mix” and give assurances to the city that the right kind of

mixed-use development occurs at this gateway site in the city.

STAFF RECOMMENDATION

1. That a signed Development Agreement with the conditions listed in this staff report

shall be recorded in the office of the Utah County Recorder prior to any actual change in

zoning.

Staff recommends that the Planning Commission recommend approval of a zone

change of 14 acres to the ITOD zone, with the following conditions:


ATTACHMENTS

1. Proposed Zone Map Amendment

ATTACHMENT 1 – PROPOSED ZONE MAP AMENDMENT

PLANNING COMMISSION January 9, 2019

The Provo City Economic Development Dept requests a Zone Change from the Regional Shopping Center (SC3)

Zone to the Interim Transit Oriented Development (ITOD) Zone for approximately 14 acres, located at 2300 N

University Parkway.

Carterville neighborhood

PLRZ20180406

ITEM 2*

Coordinator Review Committee Report Submitted: November 21, 2018 Report Date: January 02, 2019 Project Name: The Mix at Rivers Edge Address: 2300 N University Pkwy, BLDG A Project #: PLRZ20180406 Application Type: Rezone Application Expiration: This application will expire December 06, 2019. For exceptions to this rule

see Section 15.01.040 Provo City Code.

Submission Deadline: In order to have a submission placed on the next available review agenda, all

documents must be submitted to the Planning Coordinator, Aaron Ardmore.

Project Review

Review: Building Inspection Review Review Date: 12/11/2018 Department: Community Development Reviewer James Anderson

Email: [email protected] Phone: 8018526411

Approval Status: No Comment

Comments:

Review: Fire Review Review Date: 12/10/2018 Department: Fire Reviewer Kevin Paxton



Comments: No concerns at this time.

Review: Parks and Recreation Review Review Date: 12/18/2018 Department: Parks and Recreation Reviewer Thomas Mckenna



Comments:

Review: Planning Review Review Date: 12/20/2018 Department: Community Development Reviewer Aaron Ardmore



Comments:

Review: Public Works Review Review Date: 01/02/2019 Department: Public Works Reviewer Jared Penrod


Approval Status: Comments Received

Comments:

Corrections: Miscellaneous Sewer flow calculations have been requested from the applicant for the proposed

change to the project to ensure that flow will not be increased from what was originally approved. Until flow calculations can be verified a rezone is not recommended.

Review: Power Review Review Date: 12/20/2018 Department: Power Reviewer Kevin Taylor



Comments:

Conditions

Provo City Planning Commission

Report of Action January 09, 2019

*ITEM 2 The Provo City Economic Development Dept requests a Zone Change from the Regional Shopping Center

(SC3) Zone to the Interim Transit Oriented Development (ITOD) Zone for approximately 14 acres, located at 2300 N

University Parkway. Carterville neighborhood. Aaron Ardmore (801) 852-6404 PLRZ20180406

The following action was taken by the Planning Commission on the above described item at its regular meeting of January

09, 2019:

POSITIVE RECOMMENDATION WITH CONDITIONS

On a vote of 5:0, the Planning Commission [recommended that the Municipal Council approve the above noted application and authorize the Mayor to sign the development agreement, with the following conditions: Conditions of Approval: 1. That a Development Agreement is signed prior to adoption of the ITOD zone that would include the following: 2. That the remaining SC3 zone will not permit any residential uses; 3. That 10% of the residential units in the ITOD zone must be income restricted at 60% Average Median Income or

that cash-in-lieu is proffered for 10% of the units; 4. That the attached zoning map be included in the Development Agreement which will dictate zone boundaries and

road locations. 5. That it is understood by all parties that future development of the subject property may necessitate significant

improvements to city sewer facilities and that the cost of any such improvements will be the responsibility of the developer.

Motion By: Andrew Howard Second By: Jamin Rowan Votes in Favor of Motion: Andrew Howard, Jamin Rowan, Robert Knudson, Deborah Jensen, Shannon Ellsworth

Deborah Jensen was present as Chair.

• Includes facts of the case, analysis, conclusions and recommendations outlined in the Staff Report, with any

changes noted; Planning Commission determination is generally consistent with the Staff analysis and determination.

LEGAL DESCRIPTION FOR PROPERTY TO BE REZONED The property to be rezoned to the ITOD Zone is described in the attached Exhibit A.

STAFF PRESENTATION The Staff Report to the Planning Commission provides details of the facts of the case and the Staff's analysis, conclusions, and recommendations. Key points addressed in the Staff's presentation to the Planning Commission

included the following: That discussions that Planning Commission has had on the subject property prompted this staff-initiated application. Staff had conversations with the property owner and the City Council to determine if a city-initiated application for a zone change to ITOD would seem feasible. David Day addressed the need to review sewer demands before the upcoming project plan is approved, but that the zone change is supported by Public Works staff.

NEIGHBORHOOD MEETING DATE • A neighborhood meeting was held with Economic Development on January 2

nd.

NEIGHBORHOOD AND PUBLIC COMMENT • Neighbors or other interested parties were present and addressed the Planning Commission with the following

concerns: - Dave Iman from the adjacent BYU Motion Picture Studio stated concerns with security, noise, light, and other

issues that residential neighbors could bring. He also does not want to pay for utility improvements associated with the area.

- Carl Bacon, a neighboring resident, had concerns about the quality of the buildings that will be built at the site. - Russell Lorne stated that he hopes that the development will be aesthetically pleasing, but noted that more

medium and high density residential product is needed in the City. - Paul Riddle stated concerns with the intensity of the proposal without design being shown. - Erik Davis asked staff what the differences are between the SC3 zone and ITOD zone. - Brent Henry wondered why only a portion of the project was changing to ITOD zoning.

APPLICANT RESPONSE Key points addressed in the applicant's presentation to the Planning Commission included the following: Staff addressed the concerns by stating that design will be reviewed in the future Project Plan and will be seen at Planning Commission. The ITOD zone will allow an additional 25 feet in height over the SC3 zone and is primarily residential.

PLANNING COMMISSION DISCUSSION Key points discussed by the Planning Commission included the following:

- The design regulations of the ITOD zone, the need for affordable housing in the project, sewer capacity issues that will need to be addressed, advantages to the ITOD zone over the SC3 zone, benefits of the zone change, and ability to create a better place.

Planning Commission Chair

Director of Community Development See Key Land Use Policies of the Provo City General Plan, applicable Titles of the Provo City Code, and the Staff Report to the

Planning Commission for further detailed information. The Staff Report is a part of the record of the decision of this item. Where findings of the Planning Commission differ from findings of Staff, those will be noted in this Report of Action.

Legislative items are noted with an asterisk (*) and require legislative action by the Municipal Council following a public hearing; the Planning Commission provides an advisory recommendation to the Municipal Council following a public hearing.

Administrative decisions of the Planning Commission (items not marked with an asterisk) may be appealed by submitting an application/notice of appeal, with the required application and noticing fees, to the Community Development Department, 330

West 100 South, Provo, Utah, within fourteen (14) calendar days of the Planning Commission's decision (Provo City office hours are Monday through Thursday, 7:00 a.m. to 6:00 p.m.).

BUILDING PERMITS MUST BE OBTAINED BEFORE CONSTRUCTION BEGINS EXHIBIT A

1 ORDINANCE 20189-.23 AN ORDINANCE AMENDING THE ZONE MAP CLASSIFICATION OF 4 APPROXIMATELY 14 ACRES OF REAL PROPERTY, GENERALLY 5 LOCATED AT 2300 N UNIVERSITY PARKWAY, FROM REGIONAL 6 SHOPPING CENTER (SC3) TO INTERIM TRANSIT ORIENTED 7 DEVELOPMENT (ITOD). CARTERVILLE NEIGHBORHOOD. 8 (PLRZ20180102)9

10 WHEREAS, it is proposed that the classification on the Zone Map of Provo for 11 approximately 14 acres of real property, generally located at 2300 N University Parkway (as 12 shown on Exhibit A), be amended from Regional Shopping Center (SC3) and Planned Industrial 13 Commercial (PIC) to Public Facilities (PF)Interim Transit Oriented Development (ITOD); and1415 WHEREAS, on January 9, 2019, the Planning Commission held a duly noticed public 16 hearing to consider the proposal and after such hearing the Planning Commission recommended 17 approval to the Municipal Council in a 5:0 vote; recommending additionally that a Development 18 Agreement be signed prior to the adoption of the ITOD zone that would include the following: 19 (1) that the remaining SC3 zone will not permit any residential uses, (2) that 10 percent of the 20 residential units in the ITOD zone must be income restricted at 60 percent Average Median 21 Income or that cash-in-lieu is proffered for 10 percent of the units, (3) that the attached zoning 22 map (Exhibit A) be included in the Development Agreement which will dictate zone boundaries 23 and road locations, and (4) that it is understood by all parties that future development of the 24 subject property may necessitate significant improvements to city sewer facilities and that the 25 cost of any such improvements will be the responsibility of the developer; and2627 WHEREAS, on January 22, 2019, the Municipal Council met to ascertain the facts 28 regarding this matter and receive public comment, which facts and comments are found in the 29 public record of the Council’s consideration; and3031 WHEREAS, after considering the Planning Commission’s recommendation and facts and 32 comments presented to the Municipal Council, the Council finds (i) the Zone Map of Provo, 33 Utah, should be amended as described herein; and (ii) the proposed zone map classification 34 amendment for the real property shown in the attached Exhibit A reasonably furthers the health, 35 safety and general welfare of the citizens of Provo City.3637 NOW, THEREFORE, be it ordained by the Municipal Council of Provo City, Utah, as 38 follows:3940 PART I:

Comment [BJ1]: This doesn’t match the short title. I assume based on lines 42-45 that the short title is the right version.

Comment [BJ2]: Should this be Exhibit B? It’s not readily apparent to me that the current Exhibit clearly shows the 14 acre rezone being requested here that line 12 says is going to be Exhibit A. Should there be two exhibits or only one?

4142 The classification on the Zone Map of Provo, Utah is hereby amended from the Regional 43 Shopping Center (SC3) Zone to the Interim Transit Oriented Development (ITOD) Zone for 44 approximately 14 acres of real property generally located at 2300 N University Parkway, as 45 described in the attached Exhibit A.4647 PART II:4849 A. If a provision of this ordinance conflicts with a provision of a previously adopted 50 ordinance, this ordinance shall prevail.5152 B. This ordinance and its various sections, clauses and paragraphs are hereby declared to be 53 severable. If any part, sentence, clause or phrase is adjudged to be unconstitutional or 54 invalid, the remainder of the ordinance shall not be affected thereby.5556 C. The Municipal Council hereby directs that the official copy of the Zone Map of Provo 57 City, Utah be updated and codified to reflect the provisions enacted by this ordinance. 5859 D. This ordinance shall take effect immediately after it has been posted or published in 60 accordance with Utah Code 10-3-711, presented to the Mayor in accordance with Utah 61 Code 10-3b-204, and recorded in accordance with Utah Code 10-3-713.6263 END OF ORDINANCE64

65 Exhibit A66

67

Comment [HS3]: The text is small on this copy. Asked Rachel Breen if they had any other versions on 1/14.

provo municipal council - utah · 2019-01-18 · 351 w. center, provo, utah 84601, phone: (801)...

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