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HomeMy WebLinkAbout34 of 1977 - A resolution authorizing the issuance of Industrial Revenue Bonds to The Marmon Group, Inc. in the a i 1. - Ii •, i"J,' 90 E'd ,F tenp.,�y r 1' u ' `N 5 ZEWiNfiitONa1 - , ,,' 1 Authorizing the issuance of f i iaidlustrial Revenue Bonds to The I. , -larrtqpf Group, Inc, in the amount f of $2,OOq,D00.00. ` lir ' tos6014. telweitudeiCMnad , ,AND PASSED i MAR 9 197T I 1 S The City Commission of the City of Salt Lake City, Salt Lake County, 9th day of March, Utah, met in regular session on the ZlCk,cciainda- i;zdeaRrot, 1977, at the hour of 10:00 o'clock a .rn., at its regular meeting place at 301 City and County Building in the City. The meeting was called to order and on roll call the following members were determined present: TED L. WILSON MAYOR JESS A. AGRAZ COMMISSIONER HERMAN J. HOGENSEN COMMISSIONER Also present: PAUL G. MAUGHAN, ASSISTANT CITY ATTORNEY LAWRENCE A. JONES, CITY AUDITOR MILDRED V. HIGHAM, CITY RECORDER Absent: JENNINGS PHILLIPS, JR. COMMISSIONER GLEN N. GREENER COMMISSIONER Thereupon the following resolution was introduced in written form by Commissioner HERMAN J. HOGENSEN , was read in full, and pursuant to motion made by Commissioner JESS A. AGRAZ , was adopted by the following vote: Aye: TED L. WILSON MAYOR JESS A. AGRAZ COMMISSIONER HERMAN J. HOGENSEN COMMISSIONER Nay: NONE The resolution was thereupon signed by the Mayor and attested by the City Recorder and placed upon the official records of the City. The Resolution ROLL CALL is as follows: -= -- VOTING Aye Nay Mr.Chairman .. Agraz Greener Hogensen Phillips NOTICE OF INTENT TO ISSUE INDUSTRIAL REVENUE BONDS • AND 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 $2,000,000 of Industrial Revenue Bonds on behalf of The Marmon Group, Inc. . (Michigan), a Delaware Corporation, consistent with the following resolution of said Board: RESOLUTION NO. 34 A RESOLUTION AUTHORIZING THE ISSUANCE: OF INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER UTAH IINDUSTRIAL • FACILITIES DEVELOPMENT ACT, CHAPTER 17, TITLE 11, UTAH CODE ANNOTATED, 1953, AS AMENDED, FOR THE PURPOSE OF PROVIDING PERMANENT FINANCING OF THE COSTS OF SECURING AND DEVELOPING INDUSTRY (THE PARTICULAR INDUSTRIAL PROJECT IS DESCRIBED IN THE RESOLUTION); AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE CON- TRACT; AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE AND AGREEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF A MORTGAGE AND INDENTURE CF TRUST SECURING THE BONDS; DIRECTP?G THE PUBLICATION OF THIS RESOLUTION; AND AUTHORIZING AND PRESCRIBING E' OTHER MATTERS PERTAINING TO THE INDUSTRIAL PROJECT INVOLVED AND ITS FINANCING. 11 WHEREAS, the Cityof Salt Lake City, Utah (the "City"),y"), is authorized, by the Utah Industrial Facilities Development Act, Chapter 17, Title 11, Utah Code Annotated, 1953, as amended ("Act"), to acquire, construct, reconstruct, improve, maintain, furnish, own, lease and dispose of properties for the purpose of promoting and achieving greater industrial development by inducing manufacturing, industrial and commercial enterprises to locate in the State of Utah; and WHEREAS, the City is also authorized by the Act to issue Industrial iE Development Revenue Bonds payable from revenues derived from the Industrial Project so acquired, constructed and equipped and secured by a lien thereon and security interest therein; and WHEREAS, the necessary arrangements have been made with The Marmon Group, Inc. (Michigan), a Delaware corporation (the "Company" or "Marmon") for the acquiring, constructing and equipping of an industrial plant consisting of lands, buildings, improvements, machinery, equipment and facilities which will be operated by the Company (the "Project") and to lease the Project to the Company pursuant to the terms of a Lease and Agree-cant ter idcntil:^_d); and WHEREAS, permanent financing of the Project Costs and expenses of autlu,rizing and issuing Bonds, is being furnished by the City issuing Industrial Development Revenue Bonds under the provisions of the Act in the principal amount of $2,000,000 (the "Series 1977 Bonds"); NOW, THEREFORE, Be It Resolved by the City Commission of the City of Salt Lake City, Utah, as follows: Section 1. That the sale of the Series 1977 Bonds to T. J. Raney & Sons, Inc., Little Rock, Arkansas (the "Purchaser") for a price of 97¢ on the dollar and accrued interest from the date of the Series 1977 Bonds to the date of delivery is hereby authorized. The Mayor and City Recorder are hereby authorized to enter into a Contract of Purchase (the "Bond Purchase Contract") between the City and the Purchaser in substantially the form presented to this meeting. A copy of the form of Bond Purchase Contract approved hereby is attached hereto as Exhibit A to this Resolution. Section 2. That $2,000,0:) in p:ir__: _.i a-tcunt of Series 1977 Bonds designated "City of Salt Lake City, Utah, Industrial Development Revenue Bonds - Marmon Project, Series 1977" shall be issued iinder the Act. The Series 1977 Bonds shall be dated March 1, 1977 and interest thereon shall be payable semi- annually on March 1 and September 1 of each year, commencing September 1, 1977. They shall be numbered consecutively from I to 400, inclusive, shall be in the denomination of $5,000 each and the principal thereof shall mature, unless sooner redeemed in the manner set forth in the Indenture (hereinafter defined), on March 1 in each of the years se: forth in and in the amount set opposite each year in the following schedule: INTEREST PRINCIPAL YEAR BOND NOS. RATES AMOUNT (March 1) II 1978 1 - 9 5.00% 45,000 1979 10 - 19 5.25% 50,000 I 1980 20 - 30 5.50% 55,000 I1 1981 31 - 42 5.65% 60,000 1982 43 - 55 5.85% 65,000 1983 56 - 68 6.00% 65,000 1984 69 - 82. 6.15% 73,000 19sc 63 - 98 6.25% w3,000 1933 SS - 115 5.3 % 05,030 1 1987 116 - 133 6.50% 90,000 1988 134 - 152 6.50% 95,000 1989 153 - 173 6.65% 105,000 1990 174 - 195 6.70% 110,000 I 1991 196 - 219 6.75% 120,000 1992 220 - 244 6.75% 125,000 1993 245 - 271 6.80% 135,000 1994 272 - 300 6.90% 145,000 1 1995 301 - 331 7.00% 155,000 1996 332 - 364 7.05 : 165,000 1997 365 - 400 7.0Dll 180,000 11 Section 3. The Series 1977 Bonds shall be in substantially the following form, to wit: I 1 l i (Form of Bond) UNITED STATES OF AMERICA. STATE OF UTAH COUNTY OF SALT LAKE CITY OF SALT LAKE CITY INDUSTRIAL DEVELOPMENT REVENUE BOND MARMON PROJECT, SERIES 1977 No. $5,000 KNOW ALL MEN BY THESE PRESENTS: That the City of Salt Lake City, Salt Lake County, Utah, a body corporate and politic and a political subdivision under the laws of the State of Utah (the "City"), for value received, promises to nay to bearer, or if this Bond be registered to the registered owner hereof, on March 1, 19 _, the principal sum of FIVE THOUSAND DOLLARS in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay in like coin or currency interest on said principal amount from the date hereof until paid at the rate of per cent ( %) per annum, such interest to be payable on March 1 and September 1 of each year commencing September 1, 1977. Principal and interest shall be payable at the principal office of (the "Trustee" and "Paying Agent"). Payment of interest when registered as to interest may be by check or draft to the registered owner as shown on the bond registration books of the City maintained by the Trustee. This Bond, designated "City of Salt Lake City, Utah Industrial Development Revenue Bond - Marmon Project, Series 1977," is one of a series of Bonds in the principal amount of $2,000,000. The City reserves the right to issue Additional Bonds on a parity of security with the Series 1977 Bonds, and the Bonds of all series will be referred to herein as the "Bonds." The Bonds are all issued under and are all equally and ratably secured and entitled to the • protection given by a Mortgage and Indenture of Trust (the "Indenture"), dated as of March 1, 1977, duly executed and delivered by the City to the Trustee, which Indenture is recorded in the office of the County Recorder of Salt Lake County, Utah, and reference is hereby made to the Indenture and all indentures supplemental thereto for the provisions, among others, with respect to the conditions for the issuance of Additional Bonds, the nature and extent of the security, the rights, duties and obligations of the City, the Trustee and the holders and registered owners of the Bonds, and the terms upon which the Bonds are issued and secured. The Bonds are being issued for the purpose of financing Project Costs and paying expanses of issuing the Bonds. The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Utah, particularly the Utah Industrial Facilities Development Act, Chapter 17, Title 11, Utah Code Annotated, 1953, as amended, and pursuant to resolutions passed and approved by the City Council, and pursuant to resolutions adopted by the Board of Commissioners of the City which authorize the execution and delivery of the Lease and Agreement (hereinafter defined) and the Indenture. The Bonds are not general obligations of the City, but are limited obligations payable solely from lease rentals and revenues derived from the Project. The Project, consisting of lands, buildings, improvements, machinery, equipment and facilities, has been leased to The Marmon Group, Inc. (Michigan), a Delaware corporation (the "Company" or "Marmon"), under a Lease and Agreement, dated as of March 1, 1977 (the "Lease Agreement"), providing for basic rent sufficient for the payment of the principal of, premiums, if any, and interest of the Series 1977 Bonds. Provision has been made in the Lease Agreement for the basic rent to be paid directly to the Trustee and deposited in a special account of the City designated "Salt Lake City, Utah Industrial Development Revenue Bond Fund - Marmon Project" (the "Bond Fund"). Project revenues (including particularly rentals under the Lease Agreement) have been duly pledged by the Indenture • to the payment of the principal of, premiums, if any, and interest on the Series 1977 Bonds, and the Series 1977 Bonds are secured by a lien on and security interest in the Project, subject to the Lease Agreement and encumbrances permitted by the Indenture. The Bonds and the interest coupons do not and shall never constitute an indebtedness of the City within the meaning of any state constitutional provision or statutory limitation nor constitute or give rise to a general obligation or liability of or a charge against the general credit or taxing powers of the City, the State of Utah or any political subdivision thereof. The holder of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in and defend any suit or other proceeding with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may be declared and may become due and payable before the stated maturity thereof, together with accrued interest thereon. Modifications or alterations of the Indenture, or of any indenture supplemental thereto, may be made only to the extent and in the circumstances permitted by the Indenture. The Series 1977 Bonds shall be subject to redemption prior to maturity as follows: (1) The Series 1977 Bonds shall be redeemed from the proceeds of condemnation of all or substantially all of the Project or from the Lessee exercising an option to purchase pursuant to the provisions of Section 2002 A of the Lease Agreement, in whole but not in part, at any time, at a redemption price equal to the principal amount being redeemed plus accrued interest to the redemption date, and plus a premium of 2% if redeemed on or prior to September 1, 1990, and thereafter at the optional redemption price to be in effect as of the next succeeding interest payment date set forth in (3) hereof. (2) In the event of a "Determination of Taxability,"the Series 1977 Bonds shall be redeemed in whole from the proceeds ci the Lessee paying advance rentals pursuant to the provisions of Section 1905 of the Lease Agreement, at any time, at a redemption.price equal to the amount specified in Section 1905 of the Lease Agreement. (3) The Series 1977 Bonds may be redeemed en and after March, 1987, at tIn option of the City, from funds from any other source, in whole or in part, on any interest payment date, in inverse numerical order, with there to be no partial redemption of any Bond, at a redemption price equal to the principal amount of the Bonds being redeemed plus accrued interest to the date of redemption and plus a premium of the principal amount of the Bonds being redeemed as follows: 3% if redeemed March 1, 1987 or September 1, 1988; 2-1/2% if redeemed March 1, 1988 or September 1, 1989; 2% if redeemed March 1, 1989 or September 1, 1990; 1-1/2% if redeemed March 1, 1990 or September 1, 1991; 1% if redeemed March 1, 1991 or September 1, 1992; 1/2% if redeemed March 1, 1992 or September 1, 1993; No premium thereafter. Notice of the call for redemption shall be published at least once in a newspaper or financial journal published in the City of New York, New York, not be less than thirty (30) days prior to the date of redemption. In addition, notice of redemption shall be mailed by registered or certified mail to the registered owner of any bond registered as to principal addressed to such registered owner at his registered address and placed in the mails not less than thirty (30) days prior to the date fixed for redemption. In the event that all of the Bonds are registered as to principal, notice in writing by registered or certified mail to the owner or owners thereof not less than thirty (30) days prior to the date fixed for redemption shall be sufficient, and published notice of the call for redemption need not be given. Each notice shall specify the numbers and the maturities of the Bonds being called, and the date on which they shall be presented for payment. After the date specified in such call, the Bond or Bonds so called will cease to bear interest provided funds for their payment have been deposited with the Trustee, and, except for the purpose of payment, shall no longer be protected by the Indenture and shall not be deemed to be outstanding under the provisions of the Indenture. This Bond may be registered as to principal alone or as to principal and interest and may be discharged from such registration in the manner, with the effect and subject to the terms and conditions endorsed hereon and set forth in the Indenture. Subject to the provisions for registration endorsed hereon and contained in the Indenture, nothing contained in this Bond or in the Indenture shall affect or impair the negotiability of this Bond and this Bond shall be deemed to be a negotiable instiument under the laws of the State of Utah. This Bond is issued with the intent that the laws of the State of Utah will govern its construction. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the Series 1977 Bonds do exist, have happened and have been performed in due time, form and manner as required by law; that the indebtedness represented by the Series 1977 Bonds, together with all obligations of the City, does not exceed any constitutional or statutory limitation; and that the above referred to revenues pledged to the payment of the principal of and interest on the Series 1977 Bonds as the same become due and payable will be sufficient in amount for that purpose. Pursuant to Section 11-17-13, Utah Code Annotated, 1953, the City includes herein the pledge and undertaking of the State of Utah that the State will not alter, impair or limit the rights vested hereunder or in the Lease Agreement or the Indenture until the Bonds, together with all interest thereon, are fully met and discharged and the Lease Agreement and Indenture are fully performed; except as provided in such Section when adequate provision is made by law for the protection of the holders of the Bonds or the Company and Trustee. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been signed by the Trustee. IN WITNESS WHEREOF; the City of Salt Lake City, Utah, has caused this Bond to be executed in its name by the manual signature of its Mayor and countersigned and attested by the manual signature of its City Recorder and the facsimile of its corporate seal to be imprinted hereon and has caused the interest coupons attached hereto to be executed by the facsimile signatures of its Mayor and City Recorder all as of the first day of March, 1977. CITY OF SALT LAKE CITY, UTAH Countersigned and attested: By (Manual Signature) Mayor (ivlanual SigpatureL City Recorder (FACSIMILE SEAL) (Form of Trustee's Certificate) TRUSTEE'S CERTIFICATE OF AUTFIEIITICATION This Bond is one of the Bonds designated Series 1977 in and issued under the provisions of the within mentioned Indenture. TRUSTEE By (Authorized Signature) (Form of Coupon) $ • No. On the first day of (March) (September), 19 _, the City of Salt Lake City, Utah (unless the Bond to which this coupon is attached shall have been previously called for redemption or shall have become payable as provided in the Indenture referred to in the Bond) will pay, solely from the revenues pledged in the Indenture, to bearer at the principal office of , upon presentation and surrender hereof, the sum of in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, being - six (6) month ' interest then due on its Industrial Development Revenue Bond - Marmon Project, Series 1977, dated March 1, 1977, and numbered CITY OF SALT LAKE CITY, UTAH By (Facsimile Signature) By (Facsimile Signature) Mayor City Recorder PROVISIONS FOR REGISTRATION AND RECONVERSION This Bond may be registered as to principal alone on books of the City, kept by the Trustee under the within mentioned Indenture as Bond Registrar, upon presentation hereof to the Bond Registrar, which shall make mention of such registration in the registration blank belo::, and this Bond may thereafter be transferred only upon an assignment duly executed by the registered owner or his attorney or legal representative in such fcrr:: as shall be satisfactory to the Bond Registrar, such transfer to be made on such books and endorsed hereon by the Bond Registrar. Such transfer may be to bearer, and thereafter transferability by delivery shall be restored, but this Bond shall again be subject to successive registrations and transfers as before. The principal of this Bond, if registered, unless registered to bearer, shall be payable only to or upon the order of the registered owner or his legal representative. 'Interest accruing on this Bond will be paid only on presentation and surrender of the attached interest coupons as they respectively become due, and notwithstanding the registration of this Bond as to principal, the appurtenant interest coupons shall remain payable to bearer and shall continue to be transferable by delivery; provided, that if upon registration of this Bond, or at any time thereafter while this Bond is registered in the name of the owner, the unmatured coupons attached - evidencing interest to be thereafter paid hereon shall be surrendered to the Bond Registrar, a statement to that effect will be endorsed hereon by the Bond Registrar and thereafter interest evidenced by such surrendered coupons may be paid by check or draft of the Bond Registrar at the times provided herein to the registered owner of this Bond by mail to the address shown on the registra- tion books. This Bond when so converted into a Bond registered as to both principal and interest may be reconverted into a coupon Bond at the written request of the registered owner and upon presentation at the office of the Bond Registrar. Upon such reconversion the coupons representing the interest to • • become due thereafter to the date of maturity will again be attached to this Bond and a statement will he endorsed hereon by the Bond Registrar in the tagistration blank below whether it is then registered as to principal or payable to bearer. wanner of : Signature of Date of Registration : Name of Registered Owner: Registration : Bond Registrar Section 4. That to prescribe the terms and conditions upon which the Series 1977 Bonds and any Additional Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge a Mortgage and Indenture of Trust (the "Indenture"), and the City Recorder is hereby authorized and directed to execute and acknowledge the Indenture and to affix the seal of the City thereto, and the Mayor and City Recorder are hereby authorized and directed to cause the Indenture to be accepted, executed and acknowledged by the Trustee. A copy of the form of Indenture approved hereby and presented to this meeting is attached hereto as Exhibit B to this Resolution. Section 5. That there be, and there is hereby authorized the execution and delivery of a Lease and Agreement wherein the City is Lessor and Marmon is Lessee (the "Lease Agreement"), in substantially the form and with substantially the contents presented to this meeting, and the Mayor and City Recorder be, and they are hereby, authorized to execute, acknowledge and deliver the Lease Agree- ment for and on behalf of the City. A copy of the form of Lease Agreement approved hereby and presented to this meeting is attached hereto as Exhibit C to this Resolution. • Section 6. That true copies of the Bond Purchase Contract, the Inden- ture and the Lease Agreement, as presented to the City Commission at the meeting at which the Resolution was adopted, shall be on file in the office of the City Recorder of the City at 200 City and County Building, Salt Lake City, Utah, 84111, and may there be examined during normal business hours from and after the date of publishing this Resolution by any interested person. Section 7. Imrnediately after its passage, this Resolution shall be signed by the Mayor and attested by its City Recorder, shall be recorded in a book kept by the City for that purpose and, shall be published one time in , a newspaper having general circulation in the City and qualified to carry legal notices. For a period of thirty days after such publication any person in interest shall have the right to contest the legality of this Resolution or the Bonds to be issued hereby, and provision made for the security and payment of the Bonds, the Lease Agreement, the Indenture of the Bond Purchase Contract and after such time no one shall have any cause of action to contest the regularity, formality or legality thereof for any cause whatsoever. Section 8. That the Mayor and City Recorder, for and on behalf of the City, be, and they are hereby, authorized and directed to do any and all things necessary to effect the execution and delivery of the Lease Agreement, the performance of all obligations of the City under the Lease Agreement, the execution and delivery of the Indenture, the performance of all obligations of the City under and pursuant to the Indenture, the execution and delivery of the Bonds, the execution and delivery of the Bond Purchase Contract, and the execution and delivery of a preliminary and final Official Statement, and the performance of all acts of whatever necessary to effect and carry out the authority conferred by this Resolution. That the Mayor and the City Recorder be, and they are • hereby, further authorized and directed, for and on behalf of the City, to execute all papers, documents, certificates and other instruments that may be required for the carrying out of such authority or to evidence the exercise thereof. Section 9. That the Mayor and City Recorder for and on behalf of the City, be and they are hereby authorized and directed to take all action, and execute and file all documents, necessary to perfect an election to proceed under Section 103(b)(6)0D) of the Internal Revenue Code of 1954, as amended, to the end of insuring that interest on the Bonds is exempt from federal income taxes. Section 10. It is hereby declared that all parts of this Resolution are severable and that if any section, paragraph, clause or provision of this Resolution shall, for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. Section 11. All ordinances, resolution and regulations or parts thereof heretofore adopted or passed which are in conflict with any of the provisions of this Resolution are, to the extent of such conflict, hereby repealed. Section 12. This Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED by the City Commission of the City of Salt Lake 9th of City, Utah, this o 5xy March, 1977. CITY 017LY LAKE CITY, UTAH ATTEST: -777 i J. • By TED L. WILSON /s// �M�I-LDRRED V. H HAM Mayor City Recorder (SEAL) APPROVED AS TO FORM: /s/ ROGER F. CUTLER Anyone contesting the legality of such resolution or proceeding must do so within thirty (30) days from the date of this publication or be forever barred. Exhibits referred to in the Resolution are on file with the City Recorder for inspection. 17 1 077 (Here follows other business not pertinent to the above.) Pursuant to motion duly made and sec 'ed, the City Commission adjourned. Mayor ATTEST: k City Recorder (SEAL) STATE OF UTAH COUNTY OF SALT LAKE ) I, Mildred V. Higham , the duly qualified and acting City Recorder of the City of Salt Lake City, Utah, do hereby certify that the above and foregoing is a true and correct copy of the minutes of a meeting of the City Commission of the City, including a resolution adopted at the meeting, insofar as the minutes pertain to the Resolution, that the Resolution has been recorded in the official records of the City in my official possession and, as of the date hereof, has not been repealed, rescinded or revoked and remains unchanged and in full force and effect. I further certify that the Resolution was published in the DESERET NEWS a newspaper having general circulation in the City and qualified to carry legal notices on March 17. , 1977. IN WITNESS WHEREOF, I have hereunto subscribed my official signature and impressed hereon the seal of the City of Salt Lake City, Utah, this nth day of March , 1977. City Recorder (SEAL)