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33 of 1981 - A RESOLUTION authorizing the financing of the acquisition, construction and equipping of pollution c April 21, 1981 Honorable Salt Lake City Council Palmer DePaulis, Chairman 211 City and County Building Salt Lake City, Utah Dear Couwcilmomberas The Salt Lhke City Council, at its meeting this day, adopted Resolution 33 of 1981, authorising the issuance and sale of $8,800,000 Pollution Control Revenue Bonds for the Amoco Project to Standard Oil Company. and authorising execution of an Indenture of Trust, a Loan Agreement with Standard Oil Company. and a Bond Purchase Agreement. Your. truly, ActingiCity Recorder ova CC! Controller Attorney 11.1S1— 2 / Salt Lake City, Utah l • April 21, 1981 ' The Municipal Council of Salt Lake City, Salt Lake County, Utah, met in regular public session on the 21st day of April, 1981, at the hour of 5:00 o'clock P.M. , at the regular meeting place of the Municipal Council in Room 301 in the City and County Building, 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 Grant Mabey Councilmember Edward W. Parker Councilmember Alice Shearer Councilmember Absent: Ronald J. Whitehead There were also present: Ted L. Wilson Mayor Kathryn Marshall Acting City Recorder Roger Cutler City Attorney After the minutes of the preceding meeting had been duly read and approved, the City Recorder 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 April 21, 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, 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 'COUNTY OF SALT LAKE ) Acting I, the undersigned, the duly qualified/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 (24) hours public notice of the agenda, date, time, and place of the April 21, 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 311 the principal office of the Municipal Council at Room 22D, City and County Building, Salt Lake City, Utah, on April 20, 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 regular office hours 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 April 20, 1981, at least twenty-four (24) hours before the convening of the meeting, to The Salt Lake Tribune, a newspaper of general circula- tion within the geographic jurisdiction of said city, and to each local media correspondent, newspaper, radio station or -3- 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 21st day of April, 1981. G�it�y Reco,ilder, Acting Salt Lake City, Salt Lake County, Utah [SEAL] -4- EXHIBIT A [Attach Notice of Public Meeting] ADDENDUM TO THE SALT LAKE CITY COUNCIL AGENDA CITY COUNCIL CHAMBERS ROOM 301 CITY AND COUNTY BUIL➢ING APRIL 21, 1981 5:00 P.M. C. ADMINISTRATION RECOMMENDATION 2. Consideration and adoption of Approve. solution authorizing issuance by Salt Lake City, Utah,of 58,800,000 Pollution Control Revenue Bonds (Amoco Project),Series 1981. DATED -LApril 20, 1981 EN�Yj/if�2/?7 >'l i,'.l<(L ASPting City Recorder STATE OF UTAH ss. COUNTY OF SALT LAKE) On the 20th day of Apr11, 1981 ,I personally delivered a copy of the foregoing notice to the Mayor and City Council end posted copies of the same in con- spicuous - spicuous view a the following times and locations within the City and County Building, Salt Lake City,Utah: 1. At 3:30 p.m. in the City Recorder's Office, Room Ill; and 2. At 3:35 p.m. In the newsroom,Room 301. /(Z77 of VY1124n' «C>� ,Acting City Recorder Subscribed and sworn to before me this 20th day of April, 1981 NOTARY PUBLIC residingin Salt Lake City, Utah My Commission Expires: —5— Thereupon, after the conduct of other business not pertinent to the following, the following resolution was introduced in written form by Councilman Alice Shearer , was read in full and pursuant to motion duly made by Councilman Alice Shearer and seconded by Councilman Grant Mabey and was adopted by the following vote: Aye: Ione M. Davis Sydney R. Fonnesbeck Grant Mabey Edward W. Parker Alice Shearer Nay: Palmer DePaulis The resolution was thereupon presented to and approved and signed by the Mayor in open meeting, was signed by the Chairman of the Municipal Council and was attested and recorded Acting by the/City Recorder in the official records of said City. The resolution is as follows: —6— A RESOLUTION authorizing the financing of the acquisition, construction and equipping of pollution control facilities and authorizing therefor the issuance and sale of $8,800,000 Pollution Control Revenue Bonds (Amoco Project), Series 1981 of Salt Lake City, Utah; authorizing the execution and delivery of an Indenture of Trust securing said bonds; authorizing the execu- tion and delivery of a Loan Agreement between said city and Standard Oil Company; authorizing the execution and delivery of a Bond Purchase Agree- ment between said city and the underwriters of said bonds; and authorizing the execution and delivery of various documents in connection with the foregoing, and related matters. *** *** *** *** WHEREAS, Salt Lake City, Salt Lake County, 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 "Act"), to issue its revenue bonds for the purpose of providing funds to finance the acquisition, construction and equipping of facilities suitable for the reduction, abatement or prevention of pollution, and to enter into agreements with others to provide for the payment of such bonds upon such terms and conditions as the City may deem advisable; and WHEREAS, the City proposes to issue its Pollution Control Revenue Bonds (Amoco Project), Series 1981, in the principal amount of $8,800,000 (the "Bonds"), all in accordance with the provisions of the Act for the purpose of providing funds to finance a portion of the costs of acquiring, constructing and equipping certain pollution control facilities located within the corporate boundaries of the City and constituting a "Project" under the Act (the "Project"), and related to the Salt Lake City, Utah, -7- refinery of Amoco Oil Company, a Maryland corporation and a wholly-owned subsidiary (the "Subsidiary") of Standard Oil Company, an Indiana corporation (the "Company"); and WHEREAS, the City proposes to lend the proceeds of the Bonds to the Company under the terms of a Loan Agreement pursuant to which the Company will cause the Subsidiary to acquire, construct and install the Project for the purpose of reducing, abating and preventing pollution in the City, thereby protecting and promoting the health, welfare and safety of the inhabitants of the City and the citizens of the State; and WHEREAS, the 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 the Bonds, and to secure payment of the Bonds as provided in the Act; and WHEREAS, the City finds that it is proper, necessary and desirable to issue the Bonds for the purpose of providing funds to finance the acquisition, construction and equipping of the Project and to authorize such actions as might be required in connection therewith; and WHEREAS, it is necessary to authorize the execution and delivery of a Loan Agreement dated as of May 1, 1981 (the "Loan Agreement"), between the City and the Company; and WHEREAS, it is necessary for the City to execute and deliver an Indenture of Trust, dated as of May 1, 1981 (the "Indenture"), to Zions First National Bank, of Salt Lake City, Utah, as trustee for the holders of the Bonds (the "Trustee"); and -8- WHEREAS, it is necessary for the City to authorize the execution and delivery of a Bond Purchase Agreement (the "Bond Purchase Agreement"), with respect to the sale of the Bonds, between the City and Morgan Stanley & Co. Incorporated, acting severally on behalf of itself and the other underwriters named therein (the "Underwriters"); and WHEREAS, it is necessary for the City to authorize the execution and delivery of other certificates, documents and papers and the performance of acts necessary or convenient in connection with the issuance and sale of the Bonds and the imple- mentation of this resolution; and WHEREAS, there have been prepared and presented to, and are before this Municipal Council, the following documents: 1. Form of proposed Loan Agreement (presented before this meeting as Exhibit B). 2. Form of proposed Indenture (presented before this meeting as Exhibit C). 3. Form of Bonds (contained in the Indenture). 4. Form of Bond Purchase Agreement (presented before this meeting as Exhibit D). 5. Forms of Preliminary Official Statement and Official Statement (presented before this meeting as Exhibits E and F, respectively). 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 $8,800,000 Pollution Control Revenue Bonds (Amoco Project), Series -9- 1981, of the City for the purposes expressed in the preamble hereto, bearing interest at the rate of eight and one-half percent (8-1/2%) per annum, dated and numbered as provided in the Indenture, maturing on May 1, 1984, and having the form, details and specifications set out in the Indenture, which bonds and appurtenant coupons, if any, shall not constitute or give rise to a pecuniary liability of the City or a charge against the general credit or taxing powers of the City. The Bonds shall be executed on behalf of the City with the facsimile signature of the Mayor of the City and attested by the manual Acting signature of the/City Recorder and shall have impressed or imprinted thereon the official seal of the City or a facsimile thereof. Section 2. That pursuant to the Act, the City does hereby authorize the financing of the acquisition, construction and equipping of the Project in accordance with the terms of the Loan Agreement and does hereby determine that such financing is in furtherance of the public purposes set forth in the Act and in compliance with the provisions of the Act; and that, therefore, providing for the Project through the issuance and sale of the Bonds is in the public interest. Section 3. That the Loan Agreement substantially in the form presented before this meeting as Exhibit B is hereby authorized to be executed and delivered on behalf of the City Acting by the Mayor and the/City Recorder of the City, and said officers are hereby authorized and directed to cause the Loan Agreement to be accepted and executed by the Company. -10- Section 4. That for the purpose of further securing the Bonds, of providing the details thereof and of prescribing the terms and conditions on which the Bonds are to be secured, executed, authenticated, accepted and held, the Indenture substantially in the form presented before this meeting as Exhibit C is hereby authorized to be executed and delivered on behalf of Acting the City by the Mayor and /City Recorder of the City. There is hereby authorized the pledge and assignment to the Trustee, in accordance with the provisions of the Indenture, of the revenues and receipts to be derived by the City pursuant to the Loan Agreement. Section 5. That Zions First National Bank, in Salt Lake City, Utah, is hereby designated as Trustee, paying agent, and bond registrar for the Bonds under the Indenture. Continental Illinois National Bank and Trust Company of Chicago, in Chicago, Illinois, is hereby designated as co-paying agent under the Indenture. Section 6. That the sale of the Bonds to the Underwriters at the price of 98.75%, plus accrued interest from the date thereof, if any, to the date of delivery, is hereby authorized, approved and confirmed, and the Bond Purchase Agreement substantially in the form presented before this meeting as Exhibit D is hereby authorized to be executed and delivered on behalf of the City by Acting the Mayor and/City Recorder of the City. Section 7. That distribution of the Preliminary Official Statement for the Bonds dated April 10, 1981, and the final -11- Official Statement for the Bonds dated April 22, 1981, in substan- tially the forms presented before this meeting as Exhibits E and F, respectively, be and the same are hereby authorized, and the Mayor is authorized to execute said Official Statement; provided that this authorization does not apply to the information with respect to the Company contained in the Appendix to said Official Statement, but nothing herein shall be construed as prohibiting the Underwriters from including such information pursuant to authorization from the Company. Acting Section 8. That the Mayor, /City Recorder, City Treasurer, 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 to 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. Acting Section 9. That the/City Recorder is hereby autho- rized and directed to file in the City Recorder's office for inspection by any interested person a copy of the Indenture, the Loan Agreement, the Bond Purchase Agreement and the Official Statement, and such documents shall be available for inspection by any interested person during normal business hours of said office. -12- Section 10. 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 11. A. That within the meaning of the Utah Public Officers' and Employee's 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 of the City, has a "substantial interest" in or is an officer, director, agent, employee or owner of the Company or the Subsidiary, 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 Sections 3, 4 and 6 hereof. B. That within the meaning of the Utah Municipal Officers and Employees Disclosure Act (Title 10, Chapter 3, Part 13, Utah Code Annotated 1953), no "elected officer" or "appointed officer" of the City, or any member of the Municipal Council of the City, has a "substantial interest" in or is an officer, director, agent, employee, investor in, or owner of the Company or the Subsidiary, or has any direct or indirect pecuniary interest in, or will receive or has agreed to receive any compensation with respect to, 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 Sections 3, 4 and 6 hereof. Section 12. That the provisions of this resolution are hereby declared to be separa'Lle, and if any section, phrase or -13- provision shall for any reason be declared to be invalid, such declaration shall not effect the validity of the remainder of the sections, phrases and provisions. Section 13. That all resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 14. That immediately after its adoption, this resolution shall be signed by the Chairman of the Municipal Council Acting and the/City Recorder, shall be presented to the Mayor, who shall evidence his approval by signing said resolution, shall be recorded by the City Recorder in a book kept for that purpose, and shall take immediate effect. Acting Section 15. That the /City Recorder is hereby directed to cause this resolution to be published one time, pursuant to the provisions of Section 11-17-16 of the Act, in The Salt Lake Tribune, a newspaper published and of general circulation in the City, as soon as is practicable following the adoption of this resolution. PASSED AND APPROVED this 21st day of April 1981. '4. & ,��t.Q. Chairman of the Municipal Council, Salt Lake City, Salt Lake County, Utah [SEAL] Attested and Countersigned: City Recorder, Salt Lake - Acting City, Salt Lake County, Utah Appro %ed: 2 2 May , Salt Lake City, Salt Lake County, Utah Approved as.t"o-for . Salt La46 City ttorn By -14 EXHIBIT B [Attach Loan Agreement Here] -15- EXHIBIT C [Attach Indenture of Trust Here] -16- I EXHIBIT D [Attach Bond Purchase Agreement Here] —17— EXHIBIT E [Attach Preliminary Official Statement Here] -18- EXHIBIT F [Attach Official Statement Here] -19- (Other business not pertinent to the above appears in tyre minutes of the meeting.) Pursuant to motion duly made and carried, the meeting of the Municipal Council was adjourned. Chairman, Municipal Council Attest: `,lr7 i, y`, :>'11�, City RecorAe( Acting —20— STATE OF UTAH "COUNTY OF SALT LAKE ) Acting I, Kathryn Marshall, the duly qualified/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 public meeting of the Municipal Council of Salt Lake City, Salt Lake County, Utah, held on April 21, 1981, including a resolution adopted at said meeting, as said minutes and resolution are officially of record in my possession. Said resolution has not been amended as of the date hereof. IN WITNESS WHEREOF, I have hereunto subscribed my official signature and impressed hereon the corporate seal of Salt Lake City, Salt Lake County, Utah, this 21st day of April, 1981. j'-:f /�/L% fit City RecO'der - Acting [SEAL] RJS/ss 4/20/81 -21- pry Resolution No. By City Council Xd�7F7F�76df�4, Authorizing the issuance and sale of $8,800,000 Pollution Control Revenue Bonds for Amoco Project, to Standard Oil Company; authorizing execution of Indenture of Trust, Loan Agreement with Standard Oil Company, and a Bond Purchase Agreement. 111166.. .