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18 of 1978 - A resolution authorizing the issuance of not exceeding $3,500,000.00 of Industrial Development Reven 1. `1 Resolution No. 18 1 By Jennings Phillips, Jr. I ,1 COMMISSIONER 'I Authorizing the issuance of not ex- 11 ceeding $3,500,000.00 of Industrial I1Development Revenue Bonds of Salt ',; IlLake City, for the purpose of fin il - Ilancing the acquisition and/or 1 ' construction of a manufacturing, (, warehouse, office and distribution I complex for use by Acme Electric , Corporation, a New York Corporation.,. 1 Presented to the heed of Commissioners AND PASSED II TAP 4 iyIo 1 I • rite REtJ.-. 1 I I 'I Ili 1 I • • • April 4, 1f78 Honorable JMairgaa Phillips..Jr. Commissioner of Public Affairs and hlnasoe • -811 City and Cwsy Building Salt Lake City. U k . • - Dear Commissioner Phillips: The Board of City Commissioners. at its meeting today, passed Resolution .No. 18 of 1l7t,ardboiialas the isssaeoe of sot esoesdtng$8,i00.000.00 of Industrial Dnslopmeat Revenue Bonds of Bait Lab City, for the prspore of flawing the segaisttioa sad/or,fonstruoties of a aansfaotariag, rare- house,Wise and distribution oampllnc for use by Nome tlaetrio Corporation, a Her Yes*Corporation. Yours bendy, 774.4:411 40.1 y40.t.., City Heeorder me CC: Auditor Attorney Comm.Airas Comm.Grosser • Comm. Hall Mayer Wilson M. John Alden -'Pills NOTICE NOTICE OF THE AGENDA OF THE BOARD OF E COMMIS- SIONERS OF SALT LAKE CITY,UTAH,TO BE HELD APRIL 4,1970. PUBLIC NOTICE IS follow- ingHEREBY agendaGIVEN p of a regular meeting oof the Board of Commissioners f Salt Lake City,Ufah,to be 'held in Room 701 City and County Building, Salt Lake City, Utah, commencing at 10:00 a.m..on April 4,1970. ROLL CALL RESOLUTION A Resolution authorizing the Lake City to'roc with the 'tiaialahUpto he issuance nsree lion Five Hundred)Thousand Dollars I Revenuuee,BaKtls ioogfinlanncce tie acquisition and/or construction office anted dl irilulo acommplex me relatedrfacilities ACME Electric Corpporation, a New York Corporation. Dated March 70,197B. MILDRED V.HIGHAM City Recorder Published April 1,197B IA891 An ROLL CALL VOTING _ = Aye Nay JIr.Chairman • Resolution No. 18 4graz . • 3r r p 1 34 RESOLUTION OF SALT LAKE CITY Phillips SALT LAKE COUNTY Result STATE OF UTAH 2/ A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $3,500,000.00 PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS OF SALT LAKE CITY, STATE OF UTAH, FOR THE PURPOSE OF FINAN- CING THE ACQUISITION AND/OR CONSTRUCTION OF A MANUFACTURING, WAREHOUSE, OFFICE AND DISTRIBUTION COMPLEX AND RELATED FACILITIES AND EQUIPMENT FOR USE BY ACME ELECTRIC CORPORATION, A NEW YORK CORPORATION; PROVIDING FOR THE TERMS AND SECURITY OF SAI➢ INDUSTRIAL DEVELOPMENT REVENUE BONDS; PROVIDING FOR THE REMEDIES OF THE BOND HOLDER, FIRST SECURITY BANK OF UTAH, N.A., ITS ASSIGNEES, NOMINEES AND/OR PARTICIPANTS IN SAID INDUSTRIAL DEVELOPMENT REVENUE BONDS AND FOR THE RIGHTS AND DUTIES OF A TRUSTEE UNDER A TRUST INDENTURE; AND AUTHORIZING THE EXECUTION OF A LEASE, TRUST INDENTURE AND OTHER CONTRACTS AND DOCUMENTS. RECITALS: WHEREAS, Salt Lake City, Salt Lake County, State of Utah (the City) desires to promote, stimulate and develop the general economic welfare and prosperity of the City and to achieve greater industrial development in the State of Utah; and WHEREAS, the City is authorized pursuant to the provi- sions of the Utah Industrial Facilities Act, found in Chapter 17 of Title 11, Utah Code Annotated, 1953, as amended, (sometimes referred to herein as the Act) , -Co acquire title to and use of land and buildings thereon by purchase, gift, lease or otherwise and to acquire or construct thereon a commercial, industrial or warehousing facility, together with appurtenant equipment, tools and fixtures (all sometimes referred to herein as the Project) , and to finance the acquisition, construction and equipping of the Project by the issuance of Industrial Development Revenue Bonds of the City; and -2- WHEREAS, the City has determined to issue Industrial Development Revenue Bonds in the principal amount not exceeding $3,500,000.00 (the Bonds) for the purpose of financing the acquisition and construction of the Project, and finds that it is proper and desirable to issue such Bonds; and WHEREAS, the City by a preliminary resolution passed by the Board of Commissioners of Salt Lake City (the Board of Commis- sioners) on November 1, 197, expressed an intent to construct and/or acquire a manufacturing, warehouse, office and distribution complex and related facilities and to lease the same to Acme Electric Corporation, a New York corporation qualified to do business in the State of Utah (Acme) , and to permit Acme to take advantage of all rights under the Act and other applicable law, and this final approving Resolution is in furtherance thereof; and WHEREAS, upon fulfillment of all conditions hereof, the City proposes to enter into a lease with Acme (the Lease) . Under the Lease, the City will lease the Project to Acme in considera- tion of (1) certain rentals which will be sufficient to pay the principal of and interest and other fees and charges pertaining to the Bonds, and (2) certain additional covenants of Acme as will be set forth in detail in the Lease; and WHEREAS, the City proposes to sell the Bonds to be issued under authority of this Resolution to First Security Bank of Utah, N.A., (sometimes referred to herein as the Purchaser, which term shall also include any subsequent holder(s) of or participant(s) in the Bonds) . Sale thereof is intended to be conducted in such manner as to be exempt from registration under the Securities Act of 1933 and the Utah State Securities Act, unless the holder(s) and/or participant(s) may effect an appro- priate registration as required by law; and WHEREAS, the plan to proceed with the Project, including the acquisition and construction of the facility, has been and hereby is approved by the Board of Commissioners, there being no other or further governing body or governmental entity of any kind required under law to provide approval thereof; and -3- WHEREAS, the property on which the Project is to be located is within the incorporated area of the City, will be conveyed to the City as part of the Bond transaction, and will be or become subject to a trust indenture and the Lease; and WHEREAS, the City finds that it will be desirable to appoint a trustee (the Trustee) to administer the funds and discharge the fiduciary duties related to the Bonds and the City also deems it advisable and in its best interest to enter into and execute a trust indenture (the Trust Indenture) to provide for the issuance of the Bonds and to secure payment of them. NOW, THEREFORE, BE IT ENACTED BY THE BOARD OF COPM7IS- SIONERS OF SALT LAKE CITY, SALT LAKE COUNTY, STATE OF UTAH, THAT: Section 1. Project Authorized. The acquisition and construction of the Project are hereby authorized in accordance with the Act and other applicable law, the Project to consist of equipment, improvements and buildings situated or installed and/or constructed on real property located in Salt Lake City, and contained within the boundaries of the incorporated area of the City, in the nature of a manufacturing, warehouse, office and distribution complex and related facilities constructed or to be constructed on the subject real property, and all of such part of the equipment, tools, fixtures and other appurtenances which may be used in connection therewith and which may be financed with proceeds from the Bonds. Section 2. Bonds Authorized. For the purposes of paying the costs of the acquisition and/or construction of the Project and all costs incidental thereto, the City hereby auth- orizes the issue of Bonds described as "Salt Lake City Industrial Development Revenue Bonds," in the principal amount not exceeding $3,500,000.00, dated as of May 1, 1978, maturing in full May 1, 1993, and bearing interest at a rate not to exceed 6.75% per annum. Principal and interest shall be payable to the Purchaser, -4- or any subsequent holder(s) of the Bonds in semi-annual install- ments based on a fifteen (15) year amortization. The date of May 1, 1978, is used for convenience herein and the Bonds may be issued and sold at any time thereafter. At the option of the Purchaser, the Bonds, the Lease, the Trust Indenture and other documents may be dated as of the actual closing date of purchase, which date and the maturity date may be adjusted accordingly to a date other than May 1, 1978. Section 3. Source of Payment. The principal of and interest on the Bonds authorized to be issued pursuant to this Resolution, shall be payable solely from the rentals to be received actually or constructively by the City from the leasing of the Project to Acme and payment thereof shall be secured as provided herein. Nothing in this Resolution or any documents issued or executed under authority hereof shall be construed in any manner to impose any financial obligation or liability what- ever on the City and no part of payment of expenses, principal, interest or other charges on the Bonds shall be or become a charge against any revenues or taxes of the City. Lease payments designed to provide Bond payments to the Purchaser shall be paid directly by Acme to the Trustee in lieu of transmitting funds through the City. Section 4. Disposition of Proceeds. The proceeds from sale of the Bonds to be issued under authority hereof shall be applied for the purposes for which the Bonds are issued as herein described. The purposes for which the Bonds shall be issued shall include as allowable costs, without limitation, the actual costs of acquisition, construction, moving and installation of all or part of the land and all new or used improvements, fixtures, equipment, tools and other appurtenances thereto, all without cost to the City. The purposes shall include payment of all interim construction loans or other credit arrangements which may have been incurred by Acme and/or reimbursement to Acme or any of its officers or its creditors of allowable costs incurred or -5- expended prior to closing and sale of the Bond issue. The allow- able costs shall also include all fees and costs of architects, engineers and contractors, and all expenses in connection with the authorization, sale and issuance of the Bonds, including, but not necessarily limited to, bond counsel and issuer's attorneys' fees, financial and accounting advisors' fees, paying or servicing agents' fees, printing costs, advertising costs, insurance costs, and interest on the Bonds accruing from the date of the Bonds to the date of issue and sale thereof, if any, and all other lawful costs and expenses reasonably necessary or convenient to the authorization and issuance of the Bonds and acquisition and/or construction of the Project, which may be incurred prior to construction, during construction, and for a reasonable period of time after completing such construction. Section 5. Professionals Employed. The Board of Commissioners or any officer or officers of the City designated and authorized by the Board of Commissioners are authorized to consult with Acme, and Acme shall be entitled to employ or continue previous employment contracts with such persons, firms or corpora- tions, including, but not limited to, architects, engineers, con- tractors, financial advisors, and other agents reasonably necessary or convenient for the purpose of authorizing, acquiring, planning, constructing, leasing, and utilizing the Project or any parts thereof. No such persons, firms or corporations employed by Acme shall be considered agents or employees of the City. The law firm of Ray, Quinney & Nebeker, of Salt Lake City, Utah, shall act as bond counsel (Bond Counsel) in prepara- tion of principal documents and rendering the legal opinion for the benefit of the Purchaser. Bond Counsel was not selected by the City and shall not be considered as agents or employees of the City. Section 6. Sale of the Bonds. At any time after this Resolution is duly adopted and effective, and subject to the con- ditions hereof, the City through its duly authorized officers, shall have authority to issue and sell the Bonds to the Purchaser. -6- It is the intent of this Resolution to authorize sale of the Bonds with the effect that the Bonds shall be issued, sold and proceeds received therefrom in one entire issue for the purpose of financing the Project and payment of such expenses as are authorized hereunder to be paid from proceeds of the Bonds. All Bond proceeds shall be held by the Trustee, and administered in accordance with the Trust Indenture. The issuance and sale of the Bonds may be effected to the Purchaser without registration through the Securities and Exchange Commission or the Utah State Securities Commission. Bond Counsel has advised the City, and will opine at closing, that such issuance and sale are exempt from registration under Section 3(a) (2) of the Securities Act of 1933, as amended, and Section 3(a) (12) of the Securities Exchange Act of 1934, as amended, and that the Trust Indenture is exempt from the qualification provisions of the Trust Indenture Act of 1939, as amended, and further that similar exemp- tions exist under applicable state laws. Section 7. Form of Bond. The Bonds shall be substantially in the wording as shown in the form incorporated in this Resolution, with appropriate dates and dollar figures filled in or modified consistent with the authority of this Resolution. The principal amount of the Bonds shall not exceed $3,500,000.00 and shall bear interest at a rate not to exceed 6.75% per annum, principal and interest payable as will be agreed between Acme and the Purchaser. The principal and interest on the Bonds shall be payable when due to the holder thereof in United States money, without discount or premium, except as premium may be required for prepayment. The Bonds shall also make reference to the Lease, the Trust Indenture, and such other documents as may be reasonably necessary or conven- ient for the purpose of carrying forth the Bond issue and arranging for acquisition and construction of the Project, or any part thereof, and securing payment to the holders of said Bonds of all principal and accrued interest. The Bonds issued under authority hereof shall contain the following certificate plainly stated on -7- the face thereof, certified by the Recorder of the City at the time of issuance: THIS BOND REPRESENTS A LIMITED OBLIGATION OF SALT LAKE CITY AND DOES NOT CONSTITUTE OR GIVE RISE TO A GENERAL OBLIGATION OR LIABILITY OF SALT LAKE CITY OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWERS. [SAMPLE - DO NOT SIGN] RECORDER The Bond shall also contain language to the following effect: Pursuant to the authority vested in Salt Lake City under Section 11-17-13, Utah Code Anno- tated, 1953, as amended, the City acting for and on behalf of the State of Utah, does hereby pledge to and agree with the holder of this Bond that the State of Utah will not alter, impair or limit the rights vested hereby until this Bond and all interest payments thereon have been fully met and discharged. The Bonds' principal balance may not be prepaid during the first seven and one-half (7-1/2) years. Subsequent to this initial period, the Bonds will be redeemable at the option of Acme in inverse numerical order beginning with a premium of 4% of the principal amount of each Bond so redeemed and reducing there- after by one-half (1/2) of one percent (1%) each succeeding year. The Bonds will contain provisions acceptable to the Purchaser which will provide for mandatory total redemption or an increase in interest rate to 10% per annum, at the option of the Purchaser, in the event that the Bonds lose their federal tax exempt status for any reason. The officers of the City required to sign in execution, attestation and certification of the Bonds may do so by manual signature or by facsimile signature printed or engraved thereon; with the exception that the Recorder's signature on the certificate above described shall be manually signed by the Recorder of the City prior to issuance of the Bonds. In addition, the official corporate seal of the City may be physically imprinted or printed or engraved on the Bonds where required. Section 8. Bonds as Eligible Investments. It is hereby declared to be the intent of this Resolution that the Bonds issued under authority hereof shall be securities in which -8- all public officers and public bodies of the State of Utah and its political subdivisions may invest and may accept on deposit in accordance with law, together with creating hereby an eligible investment for all insurance companies, credit unions, building and loan associations, trust companies, banking associations, investment companies, executors and trustees and other fiduciaries, pension profit-sharing and retirement funds and all other such public or quasi-public organizations specified by statutes of the State of Utah. Section 9. Tax Exemptions. It is hereby declared to be the intent of this Resolution that the Bonds issued under authority hereof and the interest income therefrom, shall be exempt from all taxes imposed by the State of Utah or any political subdivision thereof; however, no warranty or guaranty of said intent is made or may be implied by any acts or omissions by the City, its agents or employees. It is further declared to be the intent hereof that the interest income from the Bonds shall be exempt from taxation under the Internal Revenue Code of 1954, as amended. The Mayor of the City is hereby instructed and authorized, if requested by Bond Counsel, to execute and file with the District Director of Internal Revenue, Andover, Massachusetts, such statements as may be required to secure the exemption under the provisions of Section 103 of the Internal Revenue Code and regulations promulgated thereunder. The Project and real and personal property included therein shall further be exempt from ad valorem and similar taxes imposed by the State of Utah and any political subdivision thereof to the extent therein of the interests of the City, but this exemp- tion shall not extend to the beneficial interest of Acme or any other person, firm or corporation, all of which private interests in the Project or any of the property used in connection therewith shall be subject to taxation in accordance with law. Section 10. Construction Contracts or Mortgages. The City is hereby authorized to consult with Acme and Acme is requested to notify the City regarding continuation or completion of construc- tion contracts with such contractors, subcontractors or suppliers -9- as may be selected by Acme for the purpose of constructing, completing construction or otherwise supplying the facilities, equipment and other appurtenances to be used for or in connec- tion with the Project. If construction and/or acquisition has been completed or substantially completed prior to adoption thereof, the Bond proceeds may be used for the purposes of paying any remaining construction costs and/or reimbursing Acme for any interim financing as described in Section 4 hereof. It is not necessary for Acme or the City to obtain public bidding in respect to the acquisition, construction or equipping of the Project or any part thereof or in connection with any of the contracts entered for such purposes. Acme shall cause to be obtained for the Project a hazard insurance policy in an amount not less than the principal of the Bonds from an insurance company acceptable to the Trustee with loss payable clauses for the benefit of the Purchaser, an ALTA policy of title insurance with joint mortgagees' coverage for the Purchaser and other such items as required by the Purchaser. Acme shall also provide public liability coverage for the constractors, Acme, the Purchaser and the City after construction, and the costs thereof shall be deemed one of the included Project costs under Section 4 of this Resolution and may be paid from the Bond proceeds. Section 11. Trust Indenture and Lease. The City hereby authorizes and instructs the Mayor of the City to execute and the Recorder to attest under the corporate seal of the City the following additional documents, all of which shall contain such terms and provisions furthering the Project and financing thereof as may be mutually agreeable to the City, Acme and the Purchaser: (a) Trust Indenture, which shall provide that First Security Bank of Utah, National Association, or any other financial institution lawfully competent, shall be Trustee for the purpose of holding the proceeds of the sales of the Bonds, investing in accordance with law the unneeded portion of said -10- proceeds and distributing from time to time to the City or to the contractors and other persons to whom Acme has become indebted such proceeds as may be necessary to pay all of the costs of the Project as more fully defined in other sections of this Resolution. The Trustee shall further be entitled to administer the property of the Project which shall be subject to the Trust Indenture, the rental payments from Acme under the Lease and the pledge of the same made to secure payment of the principal and interest on the Bonds, with due accounting to the City for all funds handled by it. The Trust Indenture shall contain provisions in the nature of a deed of trust by which all of the interest of the City and of Acme in the Project shall be mortgaged and conveyed in trust, for the purpose of securing payment of principal and interest on the Bonds and for other appropriate purposes relating to protec- tion of the City and the holders of the Bonds. The Trust Indenture shall be duly recorded on the records of the Salt Lake County Recorder; (b) Lease, by which the Project shall be leased to Acme upon such terms and conditions and for such amounts as may be sufficient over the term of the Bonds to pay all principal and interest on the Bonds; and all other charges in connection therewith; the Lease shall contain additional covenants of Acme as may be required by the City and for the assurance of the Purchaser. Acme shall execute a certificate indicating the exact date it accepts completion of construction, acquisition and installation and takes sole possession of the Project. The rentals under the Lease shall be payable semi-annually to the City through the Trustee, and the Trustee shall invest the rentals until a reasonable time in advance of such dates as the City through the Trustee shall be required to make payments of principal and interest on the Bonds. The Lease may further provide that Acme, at its own expense, may make alterations, additions and improvements to the Project and install equipment thereon which shall not impair the value thereof, and that Acme shall be fully responsible for making all repairs and maintenance to the Project -11- and all property in connection therewith during the term of the Lease, including payments of such insurance coverage as the City and the Purchaser shall require. All such improvements, modifi- cations or alterations involving real property shall be covered by the Trust Indenture and if substantial in nature, shall require the prior approval of the Purchaser. The Lease shall further provide that Acme shall be responsible and shall pay any and all taxes levied on the Project or any other assessments or costs in connection therewith which would be normal incidents to ownership of private property. The Lease may provide for subletting by Acme of all or part of the Project, provided that Acme shall in no manner be relieved of any obligations as prime lessee. Said Lease shall further provide for such terms and conditions as may be mutually agreed between the City, the Purchaser and Acme for the protection of the City and the Purchaser for the purpose of assuring Acme peaceful possession of the premises during the term of the Lease and providing such remedies upon default thereof as may be required or allowed by law. The Lease may further provide for the purchase option in favor of Acme whereby from the time of the last scheduled Bond payment until 30 days thereafter, Acme may purchase the Project and receive title in its name free and clear for a nominal consideration of $10.00 in addition to the total Lease payments covenanted by Acme. In the event of prepay- ment of all Bond obligations, the purchase option period shall be from the last payment of all principal and interest on the Bonds until 30 days thereafter. Said option shall be subject to the Trust Indenture as required to secure payment of the Bonds to the holders thereof until all obligations under the Bonds have been discharged; and (c) Other documents, which shall be reasonably necessary or convenient for carrying out the purposes of this Resolution, the Project and the financing thereof, including such further assurances for the benefit of the Purchaser as required and as may be aggreeable to the City and Acme. Either the Trust Indenture, the Lease or a supporting document shall contain such -12- covenants as may be necessary or convenient for assuring the tax exempt status, as specified in Section 103 of the Internal Revenue Code and Regulations promulgated thereunder, and may further provide for mandatory total redemption or an increase in the applicable Bond interest rate to 10% per annum, at the elec- tion of the Purchaser, in the event the tax exempt status of the Bonds is lost for any reason. Section 12. Binding Covenants. All covenants, stipu- lations, obligations and agreements contained in this Resolution, the Lease, the Trust Indenture and other documents executed in connection therewith shall be deemed to be obligations and coven- ants of the City and binding upon the City, none of which, however, shall create any general obligations of the City or constitute a charge on its taxable property. Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the City by all of such documents shall be exercised or performed by the Mayor with the attest or concurrence of the Recorder except where applicable statutes or regulations would require action by the entire Board of Commissioners. No obligation or covenant of the City contained in any of such documents shall be deemed an obligation or covenant of any officer, agent or employee of the City in his individual capacity nor of the members of the Board of Commissioners nor any officers of the City issuing or executing the Bonds shall be personally liable on the Bonds or subject to accountability by reason of the issuance thereof. Section 14. Severability. In case any one or more of the provisions of this Resolution, the Trust Indenture, the Lease, the Bonds or other documents executed in connection there- with, shall for any reason be held by any court of competent jurisdiction to be illegal or invalid, such illegality or in- validity shall not affect any of the other provisions of this Resolution nor any other such documents nor this Resolution and all such documents shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. -13- Section 15. Conditions Precedent. All acts, conditions and things relating to the passage of this Resolution, to provide authority for issuance of the Bonds and execution of the Lease, the Trust Indenture and other documents necessary in connection therewith, required by the Constitution, the Act or other laws of the State of Utah, which must happen, exist and be performed precedent to the passage hereof and the providing said authority, have happened, do exist and have been performed as required by law. Section 16. Officers and Successors. The members of the Board of Commissioners, the Mayor, the Recorder and all other officers, attorneys, engineers and other agents or employees of the City are hereby authorized and instructed to do all acts and things required of them by this Resolution, the Trust Indenture, the Lease and other documents executed in connection therewith, including the Bonds, for the full, punctual and complete perfor- mance of all of the terms, covenants and agreements contained therein and constituting obligations of the City. In the event the Mayor, the Recorder, or any other officer of the City shall be replaced hereafter by election, resignation, removal or other- wise or in the event a designated officer is at any time unable to act by reason of illness, disability or absence from the State of Utah, then in either such event, the duly elected, appointed or acting successor or lawful substitute, as the case may be, shall be entitled to act, including effecting the execution of the Bonds and other documents, and such act or signature shall be fully effective and binding on the City. Section 17. Interpretation. This Resolution, the Trust Indenture, the Lease, the Bonds and other documents executed in connection therewith shall be interpreted and construed in accordance with the laws of the State of Utah, with the intent and purpose that all such documents shall carry forth the matters necessary for the acquisition, construction and financing of the Project, the issuance and payment of the Bonds and performance of -14- all other obligations of the City herein contained or referred to. Liberal construction of all thereof shall be observed for the assurance and protection of the holders of the Bonds, and any ambiguities or minor errors herein shall not invalidate this Ordinance or the effect of publication hereof, and the further documents in furtherance of the Bond issue may be executed in substantial compliance herewith. The term "holders" or "bond- holders" or "purchaser" or "purchasers" as used herein shall include both the plural and the singular, as applicable, and shall include any participants who may buy an interest in the Bonds. The rights and privileges of any holder or purchaser pursuant to this Resolution, the Bond, the Trust Indenture, the Lease and related documents shall also be deemed to extend to any participant under any form of participation certificate which may be issued to other institutions. The titles to the various sections contained in this Resolution are for ease of reference only and shall not be considered part of the Resolution if any- thing therein suggests a meaning contrary to the express language of the Resolution. Section 18. Filing with I.R.S. The City shall execute and file through its Mayor such letters and other documents as Bond Counsel may require, if any, evidencing to the Internal Revenue Service the City's election to treat the issuance of the Bonds as an exempt small issue under Section 103(c) of the Internal Revenue Code and regulations promulgated thereunder. Section 19. Effective Date. This Resolution shall be effective immediately upon its adoption, and the Bonds may be issued at any time thereafter. The Board of Commissioners finds that it shall be unnecessary to publish this Resolution, any such publication being discretionary under the Act. Passed by the Board of Commissioners of Salt Lake City, Utah, this 4th day of April, 1978. • -15- 7 Mayor C mmiss / Commiss, oner_ Co s oo e r Commissioner UNITED STATES OF AMERICA STATE OF UTAH COUNTY OF SALT LAKE SALT LAKE CITY INDUSTRIAL DEVELOPMENT REVENUE BOND E. W v Z a SERIES OF MAY 1, 1978 NOT IN EXCESS OF $3,500,000.00 AGGREGATE O FC om SALT LAKE CITY, a body politic of the State 4MM• M [� Ei of Utah (the CITY) , for value received, acknowledges H a O z U H W 0 x B z m itself to be indebted and hereby promises to pay to the '‹ a H ' holder hereof from the source and on the dates as aax z • o H O hereinafter provided, and not later than May 1, 1993, < za o moo W. w I the principal sum of Dollars O 4 E. W w �+o ($ ) and in like manner to pay interest on F oaw H v m said sum from the date hereof at the rate of six and c7aa yro H HFCr.0 $+ three-quarters percent (6.75%) per annum on November 1, Www O U w w 1978, and semi-annually thereafter on May 1st and mow a E `CF November 1st of each year until said principal sum and H W R O H a a H E accrued interest are paid, except as the provisions O wm U 4 m z hereinafter set forth regarding redemption prior to a mad E. w• 4 maturity may become applicable hereto; both principal m H W of and interest on this Bond are payable in lawful aa� a v money of the United States of America through the o a office of the paying agent and Trustee, First Security W H O F' Bank of Utah, N.A. , Main at First South Office, 79 H z H E. U v South Main Street, Salt Lake City, Utah 84111. This Bond is one of an authorized issue of Bonds limited in aggregate principal amount to $3,500,000.00 issued and authorized to be issued for the purposes of paying the costs of acquisition and improvement of land BOND FORM -1- and buildings in Salt Lake City, Salt Lake County, Utah, and acquisition, construction and installation thereon of a manu- facturing warehouse, office and distribution complex and related facilities, together with equipment, tools, fixtures and other appurtenances (all sometimes referred to herein as the Project) , or the payment of any interim financing or reimbursement to the user of funds applied for such purposes, and leasing the Project to Acme Electric Corporation (Acme) , a corporation organized and existing under the laws of the State of New York, for use by Acme pursuant to a lease dated as of May 1, 1978, or the issue date hereof, (the Lease) by and between the CITY and Acme and paying all expenses in connection with the authorization, sale and issuance of the Bonds, all to be accomplished for the promotion, stimulation and development of the general economic welfare and prosperity of the citizens of Salt Lake City and to achieve greater industrial development in the State of Utah. This Bond is issued pursuant to and subject to the provisions of: (a) the Utah Industrial Facilities Act, Chapter 17 of Title 11, Utah Code Annotated, 1953, as amended; (b) an Resolution heretofore enacted by the CITY on the 4th day of April, 1978; (c) the trust indenture, also authorized by said Act and said Resolution, dated as of May 1, 1978 or the issue date hereof (the Trust Indenture) , by and between the CITY and First Security Bank of Utah, N.A., Trustee, which is also the Bond purchaser (the Purchaser) ; and (d) the Lease. Reference is hereby made to said Resolution, the Trust Indenture, the Lease, and to all amendments and supplements thereto, for the provisions, among others, with respect to the nature and extent of the security, the rights, the duties and obligations of the CITY, Acme and the Purchaser and the respective successors thereof and the terms upon which this Bond is or may become issued and secured. The principal and interest due or to become due on this Bond are payable solely from the rentals and other revenues to be BOND FORM -2- derived from the Lease pertaining to the Project, and the payment of said principal and interest has been and is secured by a pledge and assignment of all such rentals, together with a lien on all property forming a part of the Project, all of which is more fully defined in the Trust Indenture to which reference has been made. This Bond represents a limited obligation of the CITY as herein elsewhere certified and does not now and shall never constitute an indebtedness of the CITY within the meaning of any state constitutional provisions or statutory limitations apper- taining to municipal indebtedness, and the obligations represented by this Bond shall not give rise to any pecuniary liability of the CITY whatsoever. Rental payments sufficient for the prompt payment when due of the principal and interest on this Bond are to be paid by Acme to the CITY through direct payment to the Trustee to be used for timely payment of this Bond. Pursuant to the authority vested in Salt Lake City, Utah under Section 11-17-13, Utah Code Annotated, 1953, as amended, the CITY acting for and on behalf of the State of Utah, does hereby pledge to and agree with the Purchaser that the State of Utah will not alter, impair or limit the rights vested hereby until this Bond and all interest payments thereon have been fully met and discharged. Interest accruing on this Bond will be paid only on presentation and surrender of the attached interest coupons, if any, as they respectively become due (or if no coupons are attached, payment of interest will be made when due according to the proper calculation thereof by the paying agent or pursuant to a previously accepted schedule) . The principal of this Bond shall be payable to the proper owner and holder thereof upon presentation and surrender of this Bond. The provisions hereof shall in no manner be construed to authorize public distribution of or public trading in this Bond or any participation therein except in compliance with or an exemption from applicable state and federal securities laws. This Bond is BOND FORM -3- issued without registration under Section 3(a) (2) of the Securities Act of 1933, and similar exceptions under applicable state law. The holder of this Bond shall have no right to enforce the provisions of the Trust Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default thereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided therein, all of which actions may be taken only through or with the approval of the Trustee. This Bond and the issue of which it forms a part shall be noncallable and nonredeemable until seven and one-half (7-1/2) years from the date of issue. Bonds maturing on or after May 1, 1986, may be redeemed at the option of Acme from funds supplied by Acme, in inverse numerical order on November 1, 1985, and on any interest payment date thereafter at par and accrued interest to the date fixed for redemption plus a premium of four percent (4%) of the principal amount of each Bond so called for redemp- tion on November 15, 1985, which premium is to reduce by one-half (1/2) of one percent (1%) for each twelve (12) month period thereafter. This Bond is issued as a tax-exempt obligation under Section 103 of the Internal Revenue Code of 1954, as amended, and regulations issued thereunder. If for any reason whatsoever, the interest paid hereon shall become subject to federal income tax at any time, the Purchaser shall have the election to require the Trustee, with funds to be provided by Acme, to prepay this Bond in full, or to continue the bond payments with an increased interest rate to ten percent (100) per annum. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be per- formed precedent to and in execution and delivery of the Trust Indenture and the issuance of this Bond do exist, have happened BOND FORM -4- and have been performed in due time, form and manner as required by law and that the issuance of this Bond and the issue of which it forms a part do not violate or contravene any constitutional or statutory limitation of any other bond, contract or other evidence of indebtedness or obligations to which Salt Lake City is a party. IN WITNESS WHEREOF, Salt Lake City, State of Utah, has caused this Bond to be duly executed by its Mayor and duly attested by its Recorder, thereunto duly authorized, by facsimile or otherwise, and its corporate seal to be affixed hereto, and has caused the interest coupons attached hereto, if any, to be executed and attested by the signatures of said officers, by facsimile or otherwise, all dated as of the 1st day of May, 1978. SALT LAKFAITY CORPORATION By mayor ATTEST: By xecoru , Ci BOND FORM -5- STATE OF UTAH ss. COUNTY OF SALT LAKE ) I, Mildred V. Higham, the duly chosen, qualified and acting Recorder of Salt Lake City, State of Utah, do hereby certify that the foregoing fifteen (15) pages, together with five (5) pages of Bond Form, are a true and correct copy of an 8i6 1ut i� n adopted by the Board of Commissioners of Salt Lake City in pro- ceedings at a regular meeting of said Board at its chambers in Salt Lake City, Utah, held pursuant to due, legal and timely notice served upon all Board members on Tuesday, the 4th day of April, 1978, at the hour of 10:00 a.m. , as recorded by me in the regular official book of records of the proceedings kept in my office and that said proceedings were duly had and taken as therein shown, and that the meeting therein shown was duly held and the persons therein named were present at said meeting and voted as therein shown. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Salt Lake City, this 4th day of April, 1978. 74. ()AJ a, vAZGI w(tAwt RECORDER [SEAL]