15 of 1980 - RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF SALT LAKE CITY, UTAH INDUSTRIAL DEVELOPMEN RESOLUTION NO. 15
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RESOLUTION AUTHORIZING THE ISSUANCE,SALE
AND DELIVERY OF SALT LAKE CITY, UTAH
INDUSTRIAL DEVELOPMENT REVENUE BONDS
(TRANSAMERICA FILM SERVICE PROJECT),
THE EXECUTION AND DELIVERY OF AN
INDENTURE OF TRUST, FINANCING AGREEMENT,
GUARANTEE AGREEMENT, CONTRACT OF
PURCHASE, OFFICIAL STATEMENT AND CERTAIN
OTHER ACTIONS IN CONNECTION THEREWITH
WHEREAS, the City Council of Salt Lake
City, Salt Lake County, Utah (the "City"), a municipal
corporation of the State of Utah, is authorized under the
provisions of Title 11, Chapter 17 of the Utah Code Annotated,
1953, as amended (the "Act") to issue revenue bonds for
industrial development purposes;
WHEREAS, on October 30, 1979, the City adopted a
Resolution of Mutual Inducement, authorizing the execution of
a Memorandum of Agreement with Transamerica Film Service (the
"Company"), approving the financing of warehouse facilities
of the Company located in the City (the "Project") and
authorizing the City officials to proceed with the necessary
negotiations and the preparation of legal documents;
WHEREAS, the City and the Company entered into
a Memorandum of Agreement, dated October 30, 1979 (the
"Memorandum of Agreement") relating to the issuance of the
City's Industrial Development Revenue Bonds and the loan of
the proceeds thereof to the Company to construct the Project;
WHEREAS, the City and the Company have complied
with the terms of the Memorandum of Agreement, relating to
the issuance of the City's Industrial Development Revenue
Bonds (Transamerica Film Service Project);
NOW, THEREFORE, BE IT RESOLVED by the Beard of
Commissioners--of the City, as follows:
1. Pursuant to the Act, revenue bonds of the
City, designated as the "Salt Lake City, Utah Industrial
Development Revenue Bonds (Transamerica Film Service Project)"
in the aggregate principal amount of $1,000,000 (herein
called the "Bonds"), are authorized to be issued.
2. The proposed form of financing agreement,
dated as of March 1, 1980, between the City and the Company
presented to this meeting, is hereby approved. The Board
hereby specifically finds and declares that the representa-
tions of the City set forth in Section 2.1 of said form of
financing agreement are true and correct. The Mayor and the
City Recorder are hereby authorized and directed, for and in
the name and on behalf of the City, to execute, acknowledge
and deliver a financing agreement in substantially said form,
with such changes therein as the officers executing the same,
with the advice of the City Attorney of the City (herein
called the "City Attorney"), may require or approve, such
approval to be conclusively evidenced by the execution
and delivery thereof.
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3. The proposed form of indenture of trust, dated
as of March 1, 1980, between the City and Zions First
National Bank, as trustee (herein called the "Trustee"),
presented to this meeting, is hereby approved. The Mayor is
hereby authorized and directed, for and in the name and on
behalf of the City, to execute, acknowledge and deliver to
the Trustee an indenture of trust in substantially said form,
with such changes therein as such officer, with the advice of
the City Attorney, may require or approve, such approval to
be conclusively evidenced by the execution and delivery
thereof. The date, maturity date, interest rate, interest
payment dates, denominations, forms, registration privileges,
manner of execution, place or places of payment, terms of
redemption and other terms of the Bonds and coupons apper-
taining thereto shall be as provided in said indenture of
trust, as finally executed.
4. The proposed form of guarantee agreement,
dated as of March 1, 1980, between Transamerica Corporation
and the City, presented to this meeting is hereby approved.
The Mayor and City Recorder are hereby authorized and di-
rected, for and in the name and on behalf of the City, to
execute, acknowledge and deliver a guarantee agreement in
substantially said form, with such changes therein as the
officers executing the same, with the advice of the City
Attorney, may require or approve, such approval to be con-
clusively evidenced by the execution and delivery thereof.
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5. The proposed form of bond purchase contract,
dated March 18, 1980, between the City and Thornton,
Farish & Gauntt, Inc. (the "Underwriter"), presented to this
meeting, is hereby approved. The Mayor is hereby authorized
and directed to execute and deliver to the Underwriter said
bond purchase contract in substantially said form, with such
changes therein as the officers executing the same, with the
advice of the City Attorney, may require or approve, such
approval to be conclusively evidenced by the execution and
delivery thereof.
6. The proposed form of official statement
relating to the Bonds, presented to this meeting, is hereby
approved. The Mayor is hereby authorized, for and in the
name and on behalf of the City, to execute an official
statement, in substantially said form, with such changes
therein as such officer, with the advice of the City Attorney,
may require or approve, such approval to be conclusively
evidenced by the execution thereof. The Underwriter is
hereby authorized to distribute copies of said official
statement, as finally executed, to persons who may be inter-
ested in the purchase of the Bonds and are directed to
deliver such copies to all actual purchasers of the Bonds.
7. Bonds in the aggregate principal amount
of $1,000,000 shall be executed by the facsimile signature
of the Mayor, the facsimile of the seal of the City shall be
reproduced thereon and attested by the facsimile signature of
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the City Recorder, and the interest coupons attached thereto
shall be executed by the facsimile signature of the Mayor,
in forms set forth in and otherwise in accordance with said
indenture.
8. The Bonds, when so executed, shall be delivered
to the Trustee for authentication. The Trustee is hereby
requested and directed to authenticate the Bonds by execut-
ing the Trustee's certificate of authentication appearing
thereon, and to deliver the Bonds, when duly executed and
authenticated, to the Underwriter in accordance with written
instructions executed on behalf of the City by the Mayor,
which instructions said officer is hereby authorized and
directed, for and in the name and on behalf of the City, to
execute and deliver to the Trustee. Such instructions shall
provide for the delivery of the Bonds to the Underwriter in
accordance with said bond purchase contract, upon payment of
the purchase price thereof.
9. The City Recorder is hereby authorized and
directed to attest the signatures of the Mayor and to affix
and attest the seal of the City as may be required in con-
nection with the execution and delivery of the indenture, the
contract of purchase and the Bonds in accordance with this
resolution.
10. The officers of the City are hereby authorized
and directed, jointly and severally, to do any and all things
and to execute and deliver any and all documents which they
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may deem necessary or advisable in order to consummate the
issuance, sale and delivery of the Bonds and otherwise to
carry out, give effect to and comply with the terms and
intent of this resolution, the Bonds and said financing
agreement, indenture and bond purchase contract.
11. This resolution shall take effect immediately
upon its passage.
Approved as to form
Salt Lake Citytorney'sO,ffice SALT LAKE CITY CORPORATION
FY !: /-&,[ f_�l--'l BY Qyi'"'_'
7--
CHAIRMAN
ATTEST: MAX/
CITY RECORDER
Transmitted to Mayor on ilka, i(. /X d
Mayor's Action
tz
MAYOR
ATTEST:
CITY RECORDER'
6
Council member Palmer DePaulis seconded
adoption of the foregoing Ordinance and the same, on being put to a vote, was
unanimously carried by the affirmative vote of all Council members present, the
vote being as follows:
Ronald J. Whitehead AYE
Grant Mabey AYE
Sydney Reed Fonnesbeck AYE
Palmer DePaulis AYE
Alice Shearer AYE
Ione Davis AYE
Edward W. Parker AYE
After conducting of other business not pertinent to the Resolution, on
motion duly adopted, the City Council adjourned.
ATTEST
RECORDER CHA{RMAr ( LK
Transmitted to Mayor on ToaRti, / 1j b
Mayor's Action
",eel
MAYOR
ATTEST:
71: )z,
CITY RECORDER
CERTIFICATE OF CITY RECORDER OF SALT LAKE CITY, UTAH
I, Mildred V. Higham, City Recorder of
Salt Lake City, Utah, hereby certify that the foregoing is
a full, true and correct copy of a resolution duly adopted at
a regular meeting of the Board of Commissioners of Salt Lake
City, Utah, duly, regularly and legally held in Salt Lake
City, Utah, on March 18, 1980, of which meeting all of the
members of said Board of Commissioners had due notice, and
that at said meeting said resolution was adopted by the
following vote:
AYES: VLF a/rj42 j1
NOES:
ABSENT:
I further certify that I have carefully compared
the foregoing copy with the original minutes of said meeting
on file and of record in my office; that said copy is a full,
true and correct copy of the original resolution adopted at
said meeting and entered in said minutes; and that said
resolution has not been amended, modified or rescinded in any
manner since the date of its adoption, and the same is now in
full force and effect.
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IN WITNESS WHEREOF, I have executed this certifi-
cate and affixed the seal of Salt Lake City, Utah hereto
this J 4day of LhiipoLtAtj , 1980.
(SEAL) )j/ / /J PJ
City Recorder of Sal ake City
8
Resolution No. }�'
By City Council
7�s�ii'eYx
Authorizing the issuance of Industrial
Development Revenue Bonds in the
amount of$1,000,000 for the Trans-
america Film Service Project.
APPROVED --
I R 18 1980
?7alitti Wiejoe*-4.1.J
CITY RECORDER