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HomeMy WebLinkAbout111 of 1977 - A resolution authorizing the issuance of a commitment letter to Pepsi-Cola Bottling Company of SaltPr i t Resolution No. 1 - 1 , 1; g1,Jennings Phillips,Jr. 'Vi COMMISSIONER 1 A Resolution authorizing the issuance i ;of a commitment letter to Pepsi- "Cola Bottling Company of Salt Lake '!City, Incorporated, concerning the ,iissuance by the City of Industrial 1 Development Revenue bonds in the ',approximate sum of $2,500,000.• I' /WNW to fhe hard of Camissisneet AND PASSED DEC2 0 1977 • AVAti��� ( CITY Moe!' A. b .' NOTICE OF THE AGENDA OF A MEETING OF THE BOARD OF COMMISSIONERS OF SALT Notice isher UTAH eby oluen that the Board of Commission. ors of Salt Lake City,Utah,will Rooms regular 33001 ieClty gantl«n y Bolldine,Salt Lake City.Utah. commencing at 10:00 O'Clodl A.M.on December 20,1977. The Agenda for the meeting consists of the following: Roll Cell Consideration of the adoption of a resolution authorizing the ent City to to tssue Pe9d1-CCole Bottling Company of Inc.,con rninglt ke the g Cloie. of industrial de- veeloonen the t"revenue boos in the approximate sum of$1,5013,000 Pursuant to the provisions of Chapter 17,Title 11,Utah Code Annotated, 1953 as amended, for the ion of pose of a bewracee plant In Salt Lake City. DATED December 13,1977 MILDRED HIGHAM City Recorder Published December 16,1977 ID31) $ By aie,• 1,4t'lDs ib'N December 20 , 1977 The Board of Commissioners of Salt Lake City, Salt Lake County, Utah, met in regular public session on the `day of December, 1977, at the hour of 10:00 A.M. at the regular meeting place of said Commission at Room 301, City and County Building, Salt Lake City, Utah. Said meeting was called to order and on roll call the following members were determined present: TED L. WILSON , Mayor JENNINGS PHILLIPS, JR. , Commissioner HERMAN J. HOGENSEN , Commissioner JESS A. AGRAZ , Commissioner , Commissioner Also Present: Mildred Higham, City Recorder K. RAY HAMMOND , CHIEF DEPUTY CITY AUDITOR Absent: GLEN N. GREENER, City Commissioner Thereupon the following resolution was introduced in written form by Commissioner JENNINGS PHILLIPS,JR, and pur- suant to motion made by Commissioner JENNINGS PHILLIPS, JR. was adopted by the following vote: ROLL CALL VOTING Aye Nxy Mr.Chairman .. . ✓ Agraz , Gree 'r Hogensen 1 Phillips Result -2- Aye: TED L. WILSON Mayor JENNINGS PHILLIPS JR. Commissioner HERMAN J. HOGENSEN Commissioner JESS A. AGRAZ Commissioner Nay: NONE The resolution was thereupon signed by the Mayor and attested by the City Recorder and is as follows: A RESOLUTION AUTHORIZING THE ISSUANCE OF A COMMITMENT LETTER TO PEPSI-COLA BOTTLING COMPANY OF SALT LAKE CITY, INC., CONCERNING THE ISSUANCE BY THE CITY OF INDUSTRIAL DEVELOPMENT REVENUE BONDS IN THE APPROXIMATE SUM OF $2,500,000. WHEREAS, Salt Lake City, Utah (the "City") is authorized and empowered by the provisions of Chapter 17, Title 11, Utah Code Annotated, 1953, as amended, known as the "Utah Industrial Facilities Development Act" (the "Act"), to issue industrial development revenue bonds for the pur- pose of defraying the cost of financing or acquiring, con- structing, reconstructing, improving, maintaining and equipping industrial facilities an' to finance the same and lease or sell the same to others upon such terms and condi- tions as the City may deem advisable; and • -3- WHEREAS, Pepsi-Cola Bottling Company of Salt Lake City, Inc., has indicated an interest in acquiring a bottling plant within the corporate limits of Salt Lake City, provided that the City is willing to issue industrial development revenue bonds to finance or acquire, improve and equip struc- tures, equipment, improvements and other facilities useful for a bottling plant (the "Facilities") to be located in the Union Pacific Industrial park at approximately 2100 South 3600 West, Salt Lake City, (the "Project Site"), (the Project Site and the Facilities hereinafter referred to as the "Project") and to lease and/or sell the Project to Pepsi-Cola Bottling Company of Salt Lake City, Inc., (the "Company") a wholly-owned subsi- diary of MEI Corporation to be used by the Company for a bottling plant and such other industrial and commercial purposes as the Company or any successor or assignee thereof may deem appro- priate; and WHEREAS, it is deemed necessary and advisable for achieving greater industrial development within the City that the Project be undertaken, and the Company has requested satisfactory assurances from the City that the proceeds of the sale of industrial development revenue bonds of the City in an amount not to exceed $2.500,000 will be made available to finance the Project; and WHEREAS, the City deems it necessary and advisable that it take such action as may be required under applicable statutory provisions to authorize and issue industrial develop- Trent revenue on to finance the cost of the Project to an amount not to exceed $2,500,000; and -4- WHEREAS, a commitment letter has been prepared under which the City has stated its willingness to issue industrial revenue development bonds to finance the acquisition, improvement and equipping of the Project, and to enter into a sales or lease agreement of the Project to the Company under which Company will be obligated to pay rentals or to make payments sufficient to pay the principal of, interest on and redemption premium, if any, on the bonds as and when the same shall become due and payable; and WHEREAS, it is considered necessary and desirable for the best interest of said City that said commitment letter be executed for and on behalf of the City; and WHEREAS, the industrial development revenue bonds will not be sold to or held by the Company or any person re- lated to the Company as described in Section 103(c) (7) of the Internal Revenue Code of 1954 and Section 1.103-11 of the Internal Revenue Regulations, NOW, THEREFORE, Be It Resolved by the Board of Commissioners of Salt Lake City, Salt Lake County, Utah, as follows: Section 1. That in order to insure the acquisi- tion, construction, improvement and equipping of the Project within the City, with the resulting public benefits which will flow therefrom, it is deemed necessary and advisable that the commitment letter hereinafter referred to be approved and executed for and on behalf of said City. Section 2. That the commitment letter from the City to the Company, substantially in the form and with the • EXHIBIT "A" Pepsi-Cola Bottling Company of Salt Lake City, Inc. 2110 West 17th South Salt Lake City, Utah 84104 Gentlemen: Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following: (a) The City is authorized and empowered by the provisions of Chapter 17, Title 11, Utah Code Annotated, 1953, as amended, known as the "Utah Industrial Facilities Act" (the "Act"), to issue industrial development revenue bonds for the purpose of defraying the cost of acquiring, construc- ting, reconstructing, improving, maintaining and equipping industrial facilities and to lease and/or sell the same to others at such rentals or prices and upon such terms and conditions as the City may deem advisable. (b) Pepsi-Cola Bottling Company of Salt Lake City, Inc., has indicated an interest in acquiring a bottling plant within the corporate limits of Salt Lake City provided that the City is willing to issue industrial development revenue bonds to finance or acquire, improve and equip structures, equipment, improvements and other facilities useful for a bottling plant (the "Facilities") to be in the Union Pacific Industrial Park at 2100 South 3600 West, Salt Lake City, (the "Project Site"), (the Project Site and the Facilities being hereinafter referred to as the "Project"), and to lease and/or sell the Project to the Company, to be used by the Company for a bottling plant and for such other industrial or commercial purposes as the Company or any successor or assignee thereof may deem appropriate. -2- (c) It is deemed necessary and advisable for achieving greater industrial development within the City that the Project be undertaken, and the Company has requested satisfactory assurances from the City that the proceeds of the sale of industrial development revenue bonds of the City will be made available to finance the project. (d) Representatives of the City have indicated the willingness of the City to proceed with and effect such financing in order to induce the Company to locate within the City and have advised the Company that, subject to due com- pliance with all requirements of law and the obtaining of all necessary consents and approvals and to the happening of all acts, conditions and things required precedent to such financ- ing, the City by virtue of such statutory authority as may now or hereafter be conferred, will issue and sell its industrial facilities revenue bonds in an amount not exceeding $2,500,000.00 to pay the costs of the Project. (e) The City considers that the acquisition, con- struction, improvement and equipment of the Project and the leasing and/or sale of the same to the Company will promote greater industrial development within the City. In accordance with the foregoing and subject to the conditions herein stated, the City agrees as follows: (a) That it will authorize, or cause to be authorized the issuance and sale of an issue of its industrial development revenue bonds pursuant to the terms of the Act as then in force, in an aggregate principal amount not exceeding S2,500,000.00. • -3- (b) That it will cooperate with the Company to endeavor to find a purchaser or purchasers for the bonds and if purchase arrangements satisfactory to the Company can be made, it will adopt, or cause to be adopted, resolutions and such proceedings, and will authorize the execution of such documents as may be necessary or advisable for the authorization, issuance, and sale of the bonds and the acqui- sition, construction, improvement and equipping of the Project, as aforesaid, and the leasing and/or sale of the Project to the Company, all as shall then be authorized by law and shall be mutually satisfactory to the City and the Company. (c) That the aggregate payments, basic and addi- tional rents or sale price payable under the instrument or instruments whereby the Project shall be leased and/or sold to the Company shall be at least such sums as shall be suffi- cient to pay the principal of and interest and redemption premium, if any, on the bonds as and when the same shall become due and payable. The bonds will be payable solely from the rents or sales proceeds and the taxing power of the City will NOT be pledged for payment of the bonds. (d) That it will enter into a contract or contracts for the acquisition of the Project. It is understood and agreed that the Company may make available to the City funds with which to finance the acquisition of the Project Site and cost of construction and equipping the Facilities pending the sale of the industrial development revenue bonds and that should this occur, the Company will he entitled to be reimhursPd for such advanced funds from the proceeds of the sale of the bonds. • -4- (e) That it will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. The commitment of the City is subject to the following conditions: (a) The Company will use all reasonable efforts to find one or more purchasers for the bonds in an aggregate principal amount not exceeding $2,500,000.00. (b) That prior to or contemporaneously with the delivery of the bonds the Company will enter into a lease and agreement or sales contract with the City under the terms of which the Company will obligate itself to pay to the City sums sufficient in the aggregate to pay the princi- pal of and interest and redemption premium, if any, on the bonds as and when the same shall become due and payable plus additional sums for the fees and charges of the indenture trustee and bond paying agents and other expenses reasonably incurred by the City in connection with the Project. (c) The Company will take such further action and adopt such further proceedings as may be required to imple- ment its aforesaid undertakings or may be appropriate in pursuance thereof, and will furnish such guaranties, certi- ficates and other documents as are customary in connection with industrial development revenue bonds. (d) All commitments of the City hereunder are subject to the conditions that on or before 18 months from the date hereof (or such other date as shall be mutually safis- factory to the City and the Company), the City and the -5- Company shall have agreed to mutually acceptable terms for the bonds and of the sale and delivery thereof, includ- ing reimbursement of the city for all reasonable and neces- sary direct out-of-pocket expenses incurred by the City at the request of the Company arising from the execution of this Agreement and the performance by the City of its obligations hereunder, and mutually acceptable terms and conditions of the lease and agreement or sales contract referred to above. (e) The Company agrees that it will reimburse the City on demand for all reasonable and necessary direct out-of-pocket expenses which the City may incur arising from the execution of this commitment letter. DATED this 20th day of December, 1977. SALT LAKE CITY, UTAH By C�7.r�i(/ d---..-- Mayor (S E A L) ATTEST: 717.rtr ,4e ,7J. City Recorde Accepted and agreed to this Z X day of December, 1977. PEPSI-COLA BOTTLING COMPANY OF SALT LAKE CITY, INC. By L itrz Gc1�Lw�c y r -6- (Here follows other business not pertinent to the above.) Pursuant to motion duly made and seconded, the City Commission adjourned. Mayor ATTEST: City Recor r STATE OF UTAH ss. COUNTY OF SALT LAKE ) I, MILDRED V. HIGHAM , the duly qualified and acting City Recorder of Salt Lake City, Utah, do hereby certify, according to the records of said City in my official possession, that the above and foregoing is a true and correct copy of the minutes of a meeting of the City Commission of said City, including a resolution adopted at said meeting, insofar as said minutes pertain to the matters therein set out. IN WITNESS WHEREOF, I have hereunto subscribed my official signature and impressed hereon the seal of Salt Lake City, Utah this 20th day of �ecemher , 1977. City Reco�-r (S E A L) • -5- contents set forth in Exhibit "A" attached hereto, be and the same is hereby approved and authorized. Section 3. That the Mayor is hereby authorized and directed to execute, and the City Recorder is hereby authorized to attest and to affix the seal of the City to, the said commitment letter substantially in the form and with the contents set forth in Exhibit "A" attached hereto. Section 4. That all resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 5. That immediately after its adoption this resolution shall be signed by the Mayor and City Recorder, shall be recorded in a book kept for that purpose and shall take immediate effect. Passed and approved this 20th day of December, 1977. SALT LAKE CITY, UTAH Mayor ATTEST: _ . i City Record