HomeMy WebLinkAbout28 of 1977 - A resolution authorizing the issuance of Industrial Development Revenue Bonds to Campbell Filter Com Resolution No. 28
r }. By Ted L. Wilson, Mayor
COMMIBBIOMER
I ,
Authorizing the issuance of Industrial
Development Revenue Bonds to Campbell
Filter Company in the amount of
$1,000,000.00.
Presented to the Board of Commissioners
AND PASSED
MAR 819777 ..``
��ye K�
CRY 0.64:XR,
1111116116.
NOTICE OF INTENT TO
ISS INDUSTRIAL REVENUE BONDS
A"ND RESOLUTION TERMS
Notice is hereby given by the Board of Salt Lake City Commissioners, pursuant to the
provisions of Title 11, Chapter 17, Section 16, Utah Code Annotated, 1953, of its intent to
issue $1,000,000 of Industrial Revenue Bonds on behalf of the Campbell Filter Company, consist
with the following resolution of said Board:
RESOLUTION NO. 28
A RESOLUTION AUTHORIZING THE CITY OF SALT LAKE CITY, UTAH, TO ISSUE
ITS INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES A (CAMPBELL FILTER
COMPANY) , IN AN AGGREGATE PRINCIPAL AMOUNT OF ONE MILLION DOLLARS
($1,000,000) FOR THE PURPOSE OF ACQUIRING AND INSTALLING IiMP ROVE-
MF'NTS, MACHINERY AND EQUIPMENT TO BE LEASED TO CAMPBELL FILTER
COMPANY, AN OHIO CORPORATION, AUTHORIZING A LEASE AND AGREEMENT
BETWEEN THE CITY OF SALT LAKE CITY, UTAH, AS LESSOR, AND CAMPBELL
FILTER COMPANY, AS LESSEE, AUTHORIZING A SECURITY AGREEMENT AND
INDENTURE OF TRUST BETWEEN THE SAID CITY AND WALKER STATE BANK
& TRUST COMPANY, IN THE CITY OF SALT LAKE CITY, UTAH, AS TRUSTEE,
AND APPROVING THE GUARANTY AGREEMENT OF FACET ENTERPRISES, INC. ,
A DELAWARE CORPORATION, RELATING THERETO.
WHEREAS, the City is authorized by Title 11, Chapter 17,
of the Utah Code Annotated, 1953, as amended (hereinafter sometimes
referred to as the "Act") to acquire, whether by construction, pur-
chase, devise, gift, exchange or lease, and to construct, reconstruct,
improve, maintain, equip and furnish one or more projects, including
land, buildings or other improvements and all real and personal
properties including but not limited to machinery and equipment •
deemed necessary in connection therwith, suitable for manufacturing,
warehousing, commercial or industrial purposes; and
WHEREAS, the City is authorized by the Act to issue
revenue bonds payable solely out of the revenues recevied from
the leasing or sale of such projects and to be secured by a
pledge of revenues out of which such bonds shall be payable and
a security agreement and indenture of trust in favor of the
holders of said bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS
rMI
SSIO'.EP.S
OF THE CITY OF SALT LAKE CITY, UTAH, AS FOLLOWS:
Section 1. For the purpose of rovic_ _ funds to pay the
cost of accui__ng and installing it rovenent machinery
mono (_he ?r ject _ e and _,niOh
,�) to be 1� �� � ___ _ 1t� Co Company,man Oho
torpo_v-_ .. Co nano") iscuad and Herebyare
rei
-- cSeries directedA (Campbelll ' Coma y) the Cityof
S la City, Utah, in -.p-- _ -_ 31,000,020 (od_
Section 2. The Bonds snail eacn be. =ed .-arc. 1977,
n _
-• I conse� a _._ order of issuence
iwna_.. initially issued cr _ - _s ccY transfers) ,
each number being preceded b•; .. 'so—sr "" , shall be
ar nterest
a: She rats per�a„num and shall mature cr _ in tce�_ears
and ---- aro, amounts as follows :
PRINCIPAL MATURITY INTEREST
AMOUNT MARCH 1 RATE
$100,000 1978 5 7/8%
100,000 1979 5 7/8%
100,000 1980 5 7/8%
100,000 1981 5 7/8%
100,000 1982 5 7/8%
100,000 1983 5 7/8%
100,000 1984 5 7/8%
100,000 1985 5 7/S%
100,000 1986 5 7/8%
100,000 1987 5 7/8%
The Bonds shall be fully registered Bonds without coupons
in the denomination of $5,000 or any integral multiple thereof, not
exceeding the principal amount of Bonds maturing in the year in
which such Bond matures.
The Bonds shall bear interest from their effective date of
registration, which date shall be set forth on the file face of each
such Bond, such date of registration to be as of the interest payment
date next preceding the date of its authentication, unless authenti-
cation shall be upon an interest payment date, in which case the
effective date of registration shall be as of the date of its authen-
tication, unless authentication shall precede the first interest pay-
ment for such Bonds, in which case the effective date of registration
shall be March 1, 1977.
Interest on the Bonds shall be payable semiannually on
September 1 and March 1 in each year.
The principal of and interest on the Bonds shall be payable
by check or draft in lawful money of the United States of America at
Walker Bank & Trust Company, Salt Lake City, Utah, hereby designated
as the paying agent for the Bonds and hereinafter designated as the
City's bond registrar for the Bonds and hereinafter referred to as
the "Bond Registrar" or "Paying Agent".
Section 3. The Bonds shall be substantially in the form
set forth in the Security Agreement and Indenture of Trust (the
"Security Agreement") , dated as of March 1, 1977, between the
City and Walker Bank & Trust Company in the City of Salt Lake
City, Utah, as Trustee (the "Trustee") , hereinafter authorized,
which form is hereby incorporated herein as if set forth in its
entirety, with such appropriate variations, omissions and inser-
tions as are permitted or required by the Security Agreement.
-2-
•
Section 4. The Bonds, including such additional bonds as
the Trustee shah deem necessary for use in exchange and transfer,
shall be executed on behalf of the City with the manual signature
of the Mayor and attested with the manual signature of the City
Recorder, and shall have the corporate seal, or a facsimile thereof,
of the City affixed thereto or imprinted thereon. In case any officer
whose signature shall appear on the Bonds, such signature shall, never-
the less, be valid and sufficient for all purposes, the same as if he
had remained in office until delivery.
Only such Bonds as shall bear a Certificate of Authentication
substantially in the form hereinabove set forth, duly executed by the
Trustee, shall be entitled to any rights or benefits under the Security
Agreement. No Bond shall be valid or obligatory for any purpose unless
and until such Certificate of Authentication shall have been duly exe-
cuted by the Trustee. Any such executed Certificate upon any such Bond
shall be conclusive evidence that such Bond has been authenticated and
delivered under the Security Agreement. The Trustee's Certificate of
Authentication on any Bond shall be valid if signed by any authorized
officer of the Trustee.
Section 5. The Bonds, together with interest thereon, shall
be limited obligations of the City payable solely out of the revenues
and other contractual payments received from the Project, and shall be
secured pursuant to the Security Agreement in favor of the owners of
the Bonds, which revenues and other contractual payments are thereby
specially mortgaged, pledged and hypothecated, and in which a security
interest is thereby granted, for the equal and ratable payment of the
Bonds and shall be used for no other purpose than to pay the principal
of and interest on the Bonds, except as may be otherwise expressly
authorized in.the Security Agreement or in the Lease. The Bonds
shall not constitute or give rise to a general obligation or liability
of the City or a charge against its general credit or taxing powers.
Section 6. Upon the execution and delivery of the Security
Agreement, the City shall execute and deliver to the Trustee and the
Trustee shall authenticate Bonds in the aggregate principal amount of
$1,000,000 and deliver them to the purchasers as may be directed by the
City, as provided in Section 106 of the Security Agreement, upon receipt
of the purchase price therefor and the documents set forth therein.
Section 7. The Bonds are noncallable for redemption, except
in the event of (1) damage to or destruction of the Project or any part
thereof, to the extent provided in Section 13.2(a) of the Lease and
-3-
Agreement (the "Lease") , dated as of March 1, 1977, between the
City and Campbell Filter Company, an Ohio corporation (the "Company") ,
hereinafter authorized, (2) title to, or temporary use of, all or
substantially all of the land upon which the Project is located is
taken by eminent domain as provided in Section 13.2(b) of the Lease,
or (3) certain changes in circumstances as provided in Section 13.2(c)
of the Lease. If called for redemption in any of such events, all of
Bonds shall be subject to redemption by the City on any interest pay-
ment date in the manner provided in the Security Agreement at the
principal amount thereof plus accrued interest to the redemption
date, together with a premium of 5% of the principal amount of the
Bonds so called for redemption and payment.
Section 8. The City is hereby authorized to acquire and
install, from the proceeds of the Bonds, the improvements, machinery
and equipment comprising the Project in accordance with the Security
Agreement and the Lease.
Section 9. in order to secure the payment of the principal
of and interest on the Bonds, and to provide the terms and conditions
upon which the Bonds are to be authorized, issued, executed, delivered,
accepted, held and secured and to additionally secure same by a secur-
ity agreement and indenture of trust, the Security Agreement in sub-
stantially the form attached hereto marked Exhibit "A", Exhibit "A"
being incorporated herein as if set forth in its entirety, is hereby
authorized and approved and the Mayor and City Recorder are hereby
authorized and directed to execute and deliver the Security Agreement
for the purpose aforesaid as the act and deed of the City and said
officers and the City Treasurer and any other appropriate officers
of the City are hereby authorized and directed to take any necessary
action and to execute all instruments necessary to effectuate the
Security Agreement and any supplemental security agreements and in-
dentures referred to therein. Said officers are further authorized
to execute the Bonds and to deliver the Bonds or cause the Bonds to
be delivered to the Trustee for delivery to the purchasers thereof,
upon payment of the purchase price. Said officers, or any of them,
are further authorized and directed to approve or execute on behalf
of the City such certificates, statements, receipts and other instru-
ments and to endorse such checks, drafts, or other instruments of
payment as may be necessary to enable the Trustee to authenticate
and deliver the Bonds to the purchasers thereof pursuant to the
terms of the Security Agreement and to complete the payment for
and delivery of the Bonds and the deposit of the proceeds thereof
as provided in the Security Agreement.
Section 10. There is hereby authorized the lease of the
Project to the Company, as Lessee, pursuant to the Lease in sub-
stantially the form attached hereto, marked Exhibit "B", Exhibit
"B" being incorporated herein as if set forth in its entirety,
which Lease said Mayor and City Recorder are hereby authorized
and directed to execute and deliver as the act and deed of the
City.
-4-
Section 11. There is hereby approved the Guaranty
Agreement, dated as of March 1, 1977, of Facet Enterprises,
Inc. , a Delaware corporation, in the form attached hereto and
marked Exhibit "C".
Section 12. This Resolution shall become effective and
be in full force upon its passage by the Board of Commissioners
of the City, its execution by the Mayor of the City, and its be-
ing recorded in the office of the City Recorder of the City.
INTRODUCED, PASSED AND APPROVED this 8th day of
March , 1977. -
Mayor
[SEAL]
ATTESTED:
'Nix',• 4...L4
City Recorder
Approved as to form:_
C ty Attorney ROLL CALL
VOTING Aye Nay
Mr.Chairman
HOGENSEN
Published March 10, 1977 AG2
MiNiMmx.GREENER
Phillips
Result
it-07
—5—