Loading...
22 of 1981 - A RESOLUTION authorizing the financing of commercial facilities, including land, building and equipm Salt Lake City, Utah March 25, 1981 The Municipal Council of Salt Lake City, Salt Lake County, Utah, met in special public session on the 25th day of March, 1981, at the hour of 6:00 o'clock P.M., at the Wasatch elementary school, No. 30, R Street, in Salt Lake City, Utah. The meeting was duly called to order by the Chairman of the Municipal Council with the following members of the Municipal Council being present, constituting a quorum of the Municipal Council: Palmer DePaulis Chairman Ione M. Davis Councilmember Ronald J. Whitehead Councilmember Sydney R. Fonnesbeck Councilmember Edward W. Parker Councilmember Alice Shearer Councilmember Absent: Grant Mabev There were also present: Katherine L. Barsnick Acting City Recorder Roger Cutler City Attorney EXHIBIT "B" Thel6ity Recorder then presented to the Municipal Council an affidavit evidencing the giving of not less than twenty-four (24) hours public notice of the agenda, date, time and place of the March 25, 1981 meeting of the Municipal Council in compliance with the requirements of Section 52-4-6(2), Utah Code Annotated, 1953, as amended, by (1) posting written notice of the meeting at the principal office of the Municipal Council at the City Hall, and (2) providing notice to at least one newspaper of • general circulation within the general geographic jurisdiction of said City, or to a local media correspondent. The affidavit was ordered recorded in the minutes of the meeting and is as follows: -2- • STATE OF UTAH ) SS. COUNTY OF SALT LAKE I, the undersigned, the duly qualified Acting City Recorder of Salt Lake City, Salt Lake County, Utah, do hereby certify according to the records of said City in my official possession, and upon my own knowledge and belief, that in accordance with the requirements of Section 52-4-6(2), Utah Code Annotated, 1953, as amended, I gave not less than twenty- four hours public notice of the agenda, date, time and place of the March 25, 1981 public meeting held by the Municipal Council of Salt Lake City, Salt Lake County, Utah by: (a) causing a Notice of Public Meeting to be posted at the principal office of the Municipal Council at Room 200, City and County Building, in Salt Lake City, Utah, on March j3, 1981, at least twenty-four (24) hours before the convening of the meeting, in the form attached hereto as Exhibit A; said Notice of Public Meeting; having continuously remained so posted and available for public inspection during the regular office hours of said City until the convening of the meeting; and (b) causing a copy of the Notice of Public Meeting in the form attached hereto as Exhibit A to be provided on March 6 1981, at least twenty-four (24) hours before the convening of the meeting, to The Salt Lake Tribune, a newspaper of general circu- lation within the geographic jurisdiction of said City, and to -3- each local media correspondent, newspaper, radio station or television station which has requested notification of meetings of the Municipal Council. IN WITNESS WHEREOF, I have hereunto subscribed my official signature and impressed hereon the official seal of Salt Lake City, Salt Lake County, Utah, this 25th day of March, 1981. Acting City Recorder, Salt Lake City, Utah (SEAL) -4- EXHIBIT A [Attach Notice of Public Meeting] Y. • NOTICE OF SPECIAL MEETING PUBLIC NOTICE IS HEREBY GIVEN that a Special Meeting will be held by the City Council of Salt Lake City, Utah,on Wednesday,March 25, 1981,at 6:00 p.m., in the Auditorium of the Wasatch Sellout at 30 'R' Street In Salt Lake City,Utah. AGENDA CONSIDER RESOLUTION APPROVING LOAN AGREEMENT AND BOND PURCHASE AGREEMENT FOR THE ISSUANCE OF$3,000,000 INDUSTRIAL REVENUE BONDS FOR SMI TN'S MANAGEMENT CORPORATION. March 23, 1981 DATED Ac[1 nB_City Recorder STATE OF UTAH as. COUNTY OF SALT LAKE ) On Rho 23rd dar ofMaOLh.14NL I personally delivered a copy of the foregoing notice to the Mayor and City Council and posted copies of the same in conspicuous view, at the following times and locations within tho rt,., ....��...__._ Thereupon, after the conduct of other business, the following resolution was introduced in writing by Palmer DePaulis , was read in full and pursuant to motion duly made by Alice Shearer and seconded by Edward W. Parker and was adopted by the following vote: AYE: Palmer DePaulis Ronald J. Whitehead Sydney R. Fonnesbeck Alice Shearer Edward W. Parker Tone M. Davis NAY Grant Mabey (ABSENT) NONE The resolution was then signed by the Chairman of the Council in open meeting and was recorded by the Acting City Recorder. The resolution is as follows: A RESOLUTION authorizing the financing of 1 commercial facilities, including land, building 1 and equipment, by the issuance and sale of 10.75% $3,000,000 Industrial Development Revenue lj Bonds (Smith's Food King Properties, Inc. Project), due April 1, 2001, of Salt Lake City, Salt Lake County, Utah, authorizing the execution and delivery of a Loan Agreement between said City and Smith's Food King Properties, Inc., an Indenture of Trust from said City to First Security Bank of Utah, N.A., as Trustee, and a Bond Purchase Agreement among said City, Smith's Management Corporation and Nationwide Mutual Insurance Company, and authorizing all further action necessary or appro— priate in connection with the foregoing f-inancing. - *** *** *** *** -6- WHEREAS, Salt Lake City, Salt Lake County, State of Utah (the "City"), is authorized and empowered by the provisions of the Utah Industrial Facilities Development Act, Chapter 17 of Title 11, Utah Code Annotated, 1953, as amended (the "Financing Act"), to issue its revenue bonds for the purpose of providing funds to finance the acquisition, installation and equipping of facilities suitable for commercial purposes; and to enter into agreements to provide for the payment of such revenue bonds upon such terms and conditions as the City may deem advisable; and WHEREAS, Smith's Food King Properties, Inc., a Utah corporation (the "Company"), desires to acquire, install and equip a supermarket facility (the "Project") located within the City and to have the City issue its revenue bonds to finance the cost of the Project pursuant to the provisions of the Financing Act; and WHEREAS, the Financing Act authorizes the City to issue its revenue bonds for the purpose of defraying the cost of financing the Project and all expenses incurred in connection with the authorization, sale and issuance of such revenue bonds, and to secure payment of such revenue bonds as provided in the Financing Act; and WHEREAS, the City finds that it is proper, necessary and desirable, and in furtherance of the purposes of the Financing Act, to issue its 10.75% Industrial Development Revenue Bonds (Smith's Food King Properties, Inc. Project), due April 1, 2001 -7- (the "Bonds"), for the purpose of providing funds to finance the acquisition, installation and equipping of the Project; and WHEREAS, pursuant to and in accordance with provisions of the Financing Act, the City is now prepared to proceed with the financing of the Project and to issue and sell the Bonds, such Bonds to be limited obligations of the City and not to constitute nor give rise to a general obligation or liability of the City or a charge against its general credit or taxing powers; and WHEREAS, there have been prepared and presented to this meeting the following documents: 1. form of proposed Bond Purchase Agreement among the City, Smith's Management Corporation and Nationwide Mutual Insurance Company, as Purchaser, attached hereto as Exhibit B; 2. form of proposed Loan Agreement between the City and the Company attached hereto as Exhibit C; 3. form of proposed Indenture of Trust from the City to First Security Bank of Utah, N.A., as Trustee (containing the proposed form of Bonds) attached hereto as Exhibit D; NOW, THEREFORE, BE IT RESOLVED by the Municipal Council of Salt Lake City, Salt Lake County, Utah, as follows: Section 1. That there is hereby authorized and directed the execution, issuance and sale of $3,000,000 10.75% Industrial Development Revenue Bonds (Smith's Food King Propoerties, Inc. Project), due April 1, 2001, for the purposes expressed in the preamble hereto, in fully registered form, without coupons, dated -8- and numbered as provided in the Indenture and in substantially the form set out in the Indenture. The Bonds mature in 240 equal monthly instalments, including principal and interest, of $30,456.87 each on May 1, 1981 and the first day of each calendar month thereafter to and including April 1, 2001. Section 2. That pursuant to,the Financing Act, the City does hereby authorize the financing of the acquisition, installation and equipping of the Project in accordance with the terms of the Loan Agreement and the Indenture of Trust and does hereby determine the same to be in furtherance of the public purposes set forth in the Financing Act. Section 3. That the Mayor and the Acting City Recorder are hereby authorized and directed to execute and deliver on behalf of the City a Bond Purchase Agreement, Loan Agreement, Indenture of Trust and Bonds substantially in the respective forms presented to this meeting and hereby approved with such changes therein as may be approved by said officials, execution thereof to constitute conclusive evidence of their approval of any such changes. Section 4. That First Security Bank of Utah, N.A., Salt Lake City, Utah, is hereby designated as Trustee, paying agent and bond registrar for the Bonds under the Indenture. Section 5. That the sale of the Bonds to Nationwide Mutual Insurance Company at the price of par and accrued interest, if any, in accordance with the Bond Purchase Agreement is hereby authorized, approved and confirmed. _9_ Section 6. That the City hereby elects to have the provisions of Section 103(b)(6)(D) of the Internal Revenue Code of 1954, as amended, apply to the Bonds authorized by this reso- lution, and the Mayor or the Acting City Recorder is hereby authorized and directed to file or cause to be filed an appro- priate statement relating to such election with the Internal Revenue Service. Section 7. That the Mayor, the Acting City Recorder and such other officers and officials of the City as may be appropriate are hereby authorized to execute and deliver for and on behalf of the City any and all additional certificates, documents or other papers and do any and all things deemed necessary in order to effect the issuance and sale of the Bonds and the execution and delivery of the Loan Agreement, the Indenture and the Bond Purchase Agreement and to implement and carry out all matters herein authorized and the intent and purpose of this resolution. Section 8. That the Acting City Recorder is hereby authorized and directed to file in the office of the City Recorder, for inspection by any interested person, copies of the Bond Pur- chase Agreement, Loan Agreement and Indenture of Trust, together with copies of the Indenture of Mortgage and Deed of Trust from the Company to First Security Bank of Utah, N.A., and the Lease Agreement between the Company and Smith's Management Corporation, which are referred to in the Bond Purchase Agreement. -10- Section 9. That after the Bonds are issued, this resolution shall be and remain irrepealable until the Bonds and the interest thereon shall have been fully paid, cancelled and discharged. Section 10. That the provisions of this resolution are hereby declared to be separable and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions. Section 11. That within the meaning of the Utah Public Officers' and Employees' Ethics Act (Title 67, Chapter 16, Utah Code Annotated, 1953), no "public officer" or "public employee" of the City, or any member of the Municipal Council, has a "substantial interest" in or is an officer, director, agent, employee or owner of Smith's Food King Properties, Inc. or of Smith's Management Corporation, or has any direct or indirect pecuniary interest in any contract, lease, purchase, sale or employment made or to be made in connection with the proposed transaction contemplated by the documents referred to in Section 3 hereof. Section 12. That all resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 13. That immediately after its adoption, this resolution shall be signed by the Chairman of the Municipal Council and Acting City Recorder, shall be presented to the Mayor, —11— -who shall evidence his approval by signing said resolution, shall be recorded in a book kept for that purpose, and shall take immediate effect. PASSED AND APPROVED this 25th day of March, 1981. e.")�. ; Ch irman of the Run cipal Council, Salt Lake City, Salt Lake County, Utah (SEAL) �Attested and Countersigned: Acting City Recorder, Salt Lake City, Salt Lake County, Utah Ap ov d: yor,Salt Lake City, Salt Lake County, Utah Approved as to form: Salt Lake,City Att ney By / (Other business not pertinent to the above appears in the minutes of the meeting). _12— Pursuant to motion duly made and carried, the meeting of the Municipal Council of Salt Lake City, Utah was adjourned. Ch irman, Municipal Council Attest: Acting City Recorder • -13- • EXHIBIT B [Attach Bond Purchase Agreement Here] —14— EXHIBIT C [Attach Loan Agreement Here] -15- EXHIBIT D [Attach Indenture Here] -16- STATE OF UTAH ) SS. COUNTY OF SALT LAKE ) I,Katherine L.-Barsmack the duly qualified and Acting City Recorder of Salt Lake City, Salt Lake County, Utah, do hereby certify, according to the records of said City in my official possession, that the above and foregoing constitutes a true and correct copy of excerpts from the minutes of a regular meeting of the Municipal Council of Salt Lake City held on March 25, 1981, including a resolution adopted at said meeting, as said minutes and resolution are officially of record in my possession. IN WITNESS WHEREOF, I have hereunto subscribed my official signature and impressed hereon the corporate seal of Salt Lake City, Utah, this 25th day of March, 1981. Acting Ci y Recorder (SEAL) -17- Resolution No. '' By City Ceuneii Authorizing the issuance and sale of 10.75%$3,000,000 Industrial Devel- opment Revenue Bonds to Smith's Food King Properties, Inc. Project; approving Loan Agreement, Indenture of Trust, and a Bond Purchase Agree- ment.