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24 of 1981 - A RESOLUTION OF INTENTION TO ISSUE INDUSTRIAL DEVELOPMENT REVENUE BONDS OF SALT LAKE CITY, UTAH, IN APPROVED AS TO FORM S�k Lek. City Attorney: Office o.r. 3- zc —8'i Ay ___y (,. Pe '. Salt Lake City, Utah March 31 , 1981 The City Council of Salt Lake City, Utah, pursuant to due notice met in regular public session on the 31st day of March , 1981, at the hour of 5:00 o'clock F .M., at its regular meeting place in the City Hall in Salt Lake City, Utah. The meeting was called to order by the chairman of the City Council, the following City officials being present, constituting a quorum of said City Council: Ronald J. Whitehead Councilperson Palmer DePaulis Chairman Grant Mabey Councilperson Sydney Fonnesbeck Councilperson Alice Shearer Councilperson Ione Davis Councilperson Edward Parker Councilperson Absent: NONE There were also present: Katherine L. Barsnick City Recorder - Acting Roger F. Cutler City Attorney Thereupon, after the conduct of other business not pertinent to the following, the following resolution was in- troduced in written form by Alice Shearer , seconded by Sydney R. Fonnesbeck , and was considered in full and in detail. After due discussion of the matters contained in the said resolution, a call for a vote of adoption and approval thereof was made by the Mayor, whereupon the re- solution was adopted and approved by the following vote: Aye: Palmer DePaulis Ronald J. Whitehead Grant Mabey Sydney R. Fonnesbeck Ione M. Davis Edward W. Parker Alice Shearer Nay: Upon the completion of the meeting the resolution Acting was signed by the Mayor and recorded by the City Recorder in the official records of Salt Lake City, Utah. The re- solution is as follows: RESOLUTION NO. 24 A RESOLUTION OF INTENTION TO ISSUE INDUSTRIAL DEVELOPMENT REVENUE BONDS OF SALT LAKE CITY, UTAH, IN AN AGGREGATE PRIN- CIPAL AMOUNT NOT TO EXCEED $3,000,000 FOR THE PURPOSE OF FINANCING THE ACQUISITION, CONSTRUCTION, IMPROVEMENT, EQUIP- PING, AND FURNISHING OF CERTAIN INDUSTRIAL, BUSINESS OFFICE BUILDING, COMMERCIAL, AND WAREHOUSING FACILITIES AND RELATED FACILITIES FOR DLD DISTRIBUTING CO. OF WYOMING; TO AUTHORIZE THE PREPARATION OF DOCUMENTS AND INSTRUMENTS RELATED THERETO, INCLUDING AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREE- MENT BY AND BETWEEN DLD DISTRIBUTING CO. OF WYOMING AND SALT LAKE CITY, UTAH; AND RELATED MATTERS. WHEREAS, Salt Lake City Corporation, Salt Lake County, State of Utah (the "City") is authorized by the pro- visions of the Utah Industrial Facilities Development Act, Title 11, Chapter 17, Utah Code Annotated 1953, as amended (the "Act"), to issue industrial development revenue bonds for the purpose of defraying the cost of financing, acquir- ing, constructing, improving, maintaining, equipping, or furnishing a project, including any land, interest in land, buildings, structures, facilities, systems, fixtures, ma- chinery, equipment, or other improvements (whether or not now in existence) suitable for industrial, business office building, commercial, and warehousing facilities, and for any other business purposes; and WHEREAS, DLD Distributing Co. of Wyoming, a Wyoming corporation (the "Company") proposes to acquire, construct, improve, equip, and furnish all or part of cer- tain industrial, commercial, warehousing and business office building facilities and related facilities in the City (the "Project"), such facilities to constitute a "project" within the meaning of the Act, to be suitable for certain industrial, business office building, commercial, and warehousing facilities, and for other business purposes; and WHEREAS, the Company has requested the City to issue and sell its industrial development revenue bonds (the "Bonds") pursuant to the provisions of the Act in a total principal amount sufficient (but not in any event to exceed $3,000,000), together with other funds to be provided by the Company, to finance the entire cost of the Project and re- lated incidental expenses (including, if desired by the Com- pany and the City, funding a portion of the interest and any reserves); and WHEREAS, the City considers that the financing of the Project will achieve greater industrial development in the State of Utah and will promote the health, welfare and safety of the citizens of the State; and WHEREAS, a Memorandum of Agreement has been pre- sented to the City under the terms of which the City agrees, subject to the provisions of such Agreement, to issue the Bonds to finance the acquisition, construction, improvement, [2] • equipping, and furnishing of the Project; and WHEREAS, subject to the conditions of this Resolu- tion and the satisfaction of all conditions set forth in the Memorandum of Agreement, by subsequent resolution to be adopted before issuance of the Bonds the City will consider and set forth the final details of the Bonds and will author- ize all acts and the execution of all documents and instru- ments in connection with the issuance thereof; and WHEREAS, the Federal Income Tax Regulations re- quire that the issuer of such Bonds adopt a bond resolution with respect to such Bonds or take some other similar offi- cial action toward the issuance of such Bonds prior to the commencement of the construction or acquisition of such faci- lities; and WHEREAS, one purpose of this Resolution is to satisfy the requirements of said Federal Income Tax Regula- tions. NOW, THEREFORE, the City Council of Salt Lake City, Utah, hereby resolves as follows: Section 1. In order to insure the completion of the Project and the public benefit which is expected from the operation thereof, the City, subject to the terms and condi- tions of the Memorandum of Agreement (attached hereto as Exhibit A and by this reference made a part hereof), will [3] issue the Bonds pursuant to the provisions of the Act in a total principal amount sufficient, together with other funds to be provided by the Company, to finance the entire cost of the Project, together with related incidental expenses, in- cluding, if desired by the Company and the City, funding a portion of the interest and any reserves, which total prin- cipal amount of the Bonds shall not exceed $3,000,000. Section 2. Any Bonds issued shall bear such in- terest rates, be in such denominations, bear such date, ma- ture at such times, be in such form, carry such registration privileges, be executed in such manner, be payable at such place and be subject to such terms of redemption consistent with the Act and as shall finally be approved and provided in a subsequent resolution of the City Council prior to the issuance of the Bonds. Any indenture, financing agreement (the "Financing Agreement") and other documents relating to the Project and the Bonds will also be approved and author- ized in substantially final form prior to the issuance of the Bonds. Section 3. The proceeds of any Bonds issued will be used to finance the Company's construction, acquisition, improvement, equipping, and furnishing of the Project. Section 4. Subject to the provisions of the Memo- randum of Agreement, the City will adopt or cause to be [4] adopted such proceedings and authorize the execution and delivery of such documents as may be necessary or advisable for the authorization, issuance and sale of the Bonds and the acquisition, construction, improvement, equipping, and furnishing of the Project, and will enter into a mutually agreeable Financing Agreement with the Company for the financing of the acquisition, construction, improvement, equipping, and furnishing of, and payment for, the Project, as more fully described in the Memorandum of Agreement. Section 5. Subject to the provisions of the Memo- randum of Agreement, the City 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; provided, however, that the City shall have no obligation to seek out or obtain purchasers for any or all of the Bonds, which shall be the sole responsibility and obligation of the Com- pany in accordance with the Memorandum of Agreement. Section 6. The Memorandum of Agreement between the City and the Company in the form attached hereto is approved by the City Council and the Mayor and the City Recorder are hereby authorized and directed to execute and deliver such Memorandum of Agreement on behalf of the City and to affix the seal of the City thereto. [5] Section 7. Any Bonds issued shall specifically provide that they shall be payable solely out of the reven- ues derived from the Financing Agreement with respect to the Project. Such Bonds shall never constitute the debt or indebtedness of the City or the State of Utah within the meaning of any provision or limitation of the Constitution or statutes of the State of Utah. Such Bonds shall not con- stitute nor give rise to a general obligation or liability of the City or a charge against its general credit or tax- ing powers. Section 8. It is intended that this Resolution shall constitute "some other similar official action" to- ward the issuance of the Bonds within the meaning of Sec- tion 1.103-8(a)(5) of the Income Tax Regulations prescribed by the United States Treasury Department. Section 9. This Resolution shall be effective immediately upon its passage, approval and adoption. PASSED, APPROVED, AND ADOPTED by the City Council of Salt Lake City, Utah this 31st day of march , 1981. SALT LAKE CITY CORPORATIOON 2tit-Lc--'gli�c•(j- ATTEST: Chairman eavid4w/c.6-4 ity Recor er - Acting [SEAL] APPROVED/ dity4tto ney [6] EXHIBIT A MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between SALT LAKE CITY, UTAH (the "City") and DLD DISTRIBUTING CO. OF WYOMING, a Wyoming corporation (the "Company"). 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following: (a) Salt Lake City, Utah, is a municipality of the State of Utah, is a body politic and corporate, and is authorized and empowered by the Utah Industrial Facilities Development Act, Title 11, Chapter 17, Utah Code Annotated 1953, as amended (the "Act"), to issue industrial development revenue bonds for the purpose of defraying the cost of financ- ing, acquiring, constructing, improving, maintaining, equipping, or furnishing certain projects, including any land, interest in land, buildings, structures, facilities, systems, fixtures, machinery, equipment, or other improvements (whether or not now in existence) suitable for industrial, business office building, commercial, and warehousing facilities, or for any other business purposes within the City, and to enter into financing arrangements with respect to such facilities, upon such terms and conditions mutually agreeable to the Company and the City Council. (b) The Company proposes to construct, acquire, improve, equip, and furnish certain industrial, commercial, warehousing, and business office building facilities and re- lated facilities in the City (the "Project"). (c) The City has indicated its willingness to proceed with the issuance of its Industrial Development Reven- ue Bonds (the "Bonds") as provided by the Act in a total principal amount sufficient, together with other funds to be provided by the Company, to finance the entire cost of the Project up to the limit provided herein and has advised the Company that subject to due compliance with all necessary consents and approvals and to the happening of all acts, conditions, and things required precedent to such financing, the City, pursuant to the Act and subject to the provisions of this Memorandum of Agreement, will issue and sell the Bonds in a total principal amount sufficient, together with other funds to be provided by the Company, to finance the entire cost of the Project, together with costs incident to the authorization, issuance and sale of the Bonds, including, if desired by the Company and the City, funding a portion of the interest and any reserves, which total principal amount of the Bonds shall not exceed $3,000,000. (d) The City considers that the financing and acquisition of the Project and the entering into of a [2] financing agreement (the "Financing Agreement") with the Company with respect to the Project will achieve greater industrial development in the State of Utah, will promote the health, welfare and safety of the citizens of the State and will promote the public purposes of the Act. 2. Undertakings On the Part of the City. Sub- ject to Paragraph 4 hereof and the conditions above stated, the City agrees as follows: (a) The City will authorize or cause to be authorized the issuance and sale of, and will issue and sell, the Bonds pursuant to the terms of the Act in a total prin- cipal amount sufficient, together with other funds to be provided by the Company, to finance the Project, together with costs incident to the authorization, issuance and sale of the Bonds, including, if desired by the Company and the City, funding a portion of the interest and any reserves, which total principal amount of the Bonds shall not exceed $3,000,000. (b) The City will adopt or cause to be adopted such proceedings and authorize the execution and delivery of such documents as may be necessary or advisable for the authorization, issuance and sale of the Bonds, the financing of the Company's acquisition, construction, improvement, equipping, and furnishing of the Project, and the execution I3] of any Financing Agreement with the Company and other docu- ments relating to the Project and the Bonds as shall be authorized by the Act or other law and mutually satisfactory to the City and the Company, including but not limited to an indenture of trust between the City and Commercial Security Bank, as trustee, or with such other trustee authorized to transact a trust business in the State of Utah and whose office is located in the City as shall be mutually satisfac- tory to the City and the Company. (c) The aggregate sums to be paid by the Com- pany under the Financing Agreement shall be required to be sufficient to pay the principal of and interest and redemp- tion premium, if any, on the Bonds as and when the same shall become due and payable. (d) The City will take or cause to be taken such other acts and adopt such further proceedings as reason- ably may be required to implement the aforesaid undertakings and as it may deem appropriate in pursuance thereof; provided, however, that the City shall be under no obligation to seek out or obtain purchasers for all or any of the Bonds, which shall be the sole responsibility and obligation of the Com- pany in accordance with Paragraph 3 hereof. (e) The Bonds shall be limited obligations (within the meaning of Section 11-17-4(1) of the Act) of the [4] City, and shall provide that they shall be payable solely out of the revenues derived from the financing of the Pro- ject pursuant to the provisions of the Financing Agreement. The Bonds shall never constitute the debt or indebtedness of the City within the meaning of any provision or limitation of the Constitution or statutes of the State of Utah and shall not constitute nor give rise to a general obligation or liability of the City or a charge against its general credit or taxing powers. (f) In authorizing the issuance of the Bonds pursuant to this Agreement, the City makes no warranty, either expressed or implied, that the proceeds of the Bonds will be sufficient to pay all costs of the Project. 3. Undertakings On the Part of the Company. Sub- ject to Paragraph 4 hereof and the conditions above stated, the Company agrees as follows: (a) The Company will use all reasonable efforts consistent with its existing borrowing commitments to find one or more purchasers for the Bonds in an aggregate principal amount not exceeding $3,000,000. (b) The Company will, to the extent deemed by it to be necessary or desirable, enter into a contract or contracts for the acquisition, construction, improving, equipping, and furnishing of the Project. At the time of 15) the delivery of the Bonds, the Company will pledge its inter- est in the Project and the revenues therefrom toward repay- ment of the Bonds pursuant to the terms and conditions of the Financing Agreement. Title to the equipment, furnishings and other personal property in connection with the Project shall be held in such a manner as to be subject to assessment for real and personal property taxes. (c) Contemporaneously with the delivery of the Bonds, the Company will enter into the Financing Agreement with the City under the terms of which the Company will obli- gate itself (i) to complete the construction, acquisition, improvement, equipping, and furnishing of the Project, (ii) to the extent not payable out of the proceeds of the Bonds, to pay to the City sums sufficient in the aggregate to pay or reimburse the City for reasonable expenses incurred by the City for the services of such personnel as the City Attorney and the City Recorder in connection with the authorization, issuance and sale of the Bonds, (iii) to pay the principal of and interest and premium, if any, on the Bonds as and when the same shall become due and payable, and (iv) to pay all fees and expenses of Commercial Security Bank, as trustee, or such other trustee as designated by the City and the Company pur- suant to Paragraph 2(b) hereof, for the benefit of the holders of the Bonds incurred under any trust indenture, all utility 16] charges, taxes, assessments, casualty and liability insur- ance premiums, and any other expenses or charges relating to the ownership, use, operation, maintenance, occupancy, and upkeep of the Project, such Financing Agreement to contain such other provisions as shall be mutually acceptable to the City and the Company. (d) The Company shall be solely responsible to seek out and obtain purchasers for all or any portion of the Bonds and shall undertake vigorously to locate such pur- chasers for the Bonds. (e) The Company will take such further action and adopt such further proceedings as may be required to implement its aforesaid undertakings and as it may deem appropriate in pursuance thereof. 4. General Provisions. (a) All commitments of the City under Para- graph 2 hereof and of the Company under Paragraph 3 hereof are subject to the condition that on or before eighteen (18) months from the date of this Agreement (or such other date as shall be mutually satisfactory to the City and the Company) the City and the Company shall have agreed to mutually acceptable terms for the Bonds and of the issuance, sale and delivery thereof, and mutually acceptable terms and con- ditions of any Financing Agreement and other documents refer- red to in Paragraph 3 and the proceedings referred to in [7] Paragraphs 2 and 3 hereof. (b) The Company hereby agrees to pay to the City a fee of $250 upon approval of the inducement resolution and a fee of $1250 upon the issuance and sale of the Bonds for the City's services rendered and to be rendered in connec- tion with the execution of this Agreement and the issuance and sale of the Bonds. The Company hereby further agrees to indemnify and hold harmless the City against any costs and expenses (in addition to the City's aggregate fees of $1500) incurred or imposed upon the City arising from the execution of this Agreement and from the issuance and sale of the Bonds. The Financing Agreement described in (a) of this Paragraph shall contain such indemnification provisions as shall be mu- tually satisfactory to the City and the Company. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement by their officers thereunto duly author- ized on this 31st day of March , 1981. SALT LAKE CITY CORPORATION, a municipal corporation, Salt C/oun . State of Utah By A� L . ATTEST: J o Y�b�v ity Recor er - Ac ing 7/ DLD DISTRIBUTING CO. OF [SEAL) WY I a Wyomin corporatio By i ent [8) (Other business not pertinent to the above appears in the minutes of the meeting.) Upon the conclusion of all business, the meeting of the City Council of the City was adjourned. XFIgiat Chairman ATTEST: City Recor er - Act ng STATE OF UTAH ) ss. COUNTY OF SALT LAKE ) I, Katherine L. Barsnick , the duly qualified and act- ing City Recorder of Salt Lake City, Utah, do hereby certify, according to the records of said City in my official posses- sion, that the above and foregoing constitutes a true and correct copy of excerpts from the minutes of a regular public meeting of the City Council of Salt Lake City, Utah, held on March 31 , 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 seal of Salt Lake City, Utah, this 31st day of March , 1981. (c "e 4 City Recorder - Acting [SEAL] STATE OF UTAH ) CERTIFICATE OF COMPLIANCE ss. WITH OPEN MEETING LAW COUNTY OF SALT LAKE ) I, Katherine L. Barsnic;c the duly qualified and acting City Recorder of Salt Lake City, Salt Lake County, Utah, do hereby certify that on the 27th day of march , 1981, pursuant to Section 52-4-6(2) of the Utah Code Annotated (1953), as amended, there was posted (at least 24 hours prior to the meeting time) at the City Council Chambers written notice of the regular meeting of the City Council held on March 31, 1981, at said meeting place. I further certify that there was delivered to at least one (1) newspaper of general circulation within Salt Lake City, Utah, or to a local media correspondent, at least 24 hours prior to said meeting, a copy of said Notice of Regular Meeting. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of said City this list day of March , 1981. malt La e C ty Recor er - Acting [SEAL] Resolution No. _-' By _ City Council tfica ca xxxx Resolution of Intention to issue Industrial Development Revenue Bonds in the amount of$3,000,000 for DLD Distributing Company of Wyoming, and authorizing the execution of a Memorandum of Agreement.