46 of 1980 - RESOLUTION AUTHORIZING AND INDUCING THE EXECUTION OF A MEMORANDUM OF AGREEMENT WITH A.K.H. ASSOCIATE • i k . a-✓ r'
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honorable Salt Like City Council - , ,� ,
Palmer DePaulls, c�nlrmaa y� >
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Dear�'Uuncilmembersi : , f �f i .
The salt Lake City onnoii, :,t its meeting this duly, a�y,�rev �'44
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.o. 9 of 1981, ahangini;the location of the A.R.H. AeeuoIaf�t - ' ; -
mart facility, � r "'�� ", ^� e�': '
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together with parking and other related irnD � k:i'
from Second South and Third West Streets to Second Soot f 4
west Streets, southeast corner, said project to tie$neap , ' "`"Y
atral development bonds.
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with i lop eat revenue fso t-4
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Yours truly,
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Citq Recorder il. r :..., k - 4
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Mayor Wilson .4 °Ye• Y
finance
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Attorney ▪��
Treaeurer , '_
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Council Report 147/80 a::FF �'�
Resolution•M/80 h
Salt Lake City, Utah
August 5, 1980
The City Council of Salt Lake City, Salt Lake County,
Utah met in regular session at its regular meeting place in
Salt Lake City, Utah, at 5:00 p.m. on August 5, 1980 with the
following City officials present:
Ronald J. Whitehead Councilmember
Grant Mabey Councilmember
Sydney Reed Fonnesbeck Councilmember
Palmer DePaulis Councilmember
Alice Shearer Councilmember
Ione Davis Councilmember
Edward W. Parker Councilmember
Also present:
Ted L. Wilson Mayor
Mildred V. Higham City Recorder
Absent: None
After the meeting had been duly called to order the
minutes of the preceding meeting read and approved, the
following resolution was introduced in writing, read in full,
and pursuant to motion duly made by Alice Shearer and
seconded by Ronald J. Whitehead ,adopted by the following
vote:
YEA: Ronald J. Whitehead
Grant Mabey
Sydney Reed Fonnesbeck
Palmer DePaulis
Alice Shearer
lone Davis
Edward W. Parker
NAY: None
The resolution was then signed by the Mayor in open
meeting and recorded by the City Recorder in the official
records of Salt Lake City, Utah. The resolution is as
follows:
RESOLUTION AUTHORIZING AND INDUCING THE EXECUTION
OF A MEMORANDUM OF AGREEMENT WITH A.K.H.
ASSOCIATES, INC. , A UTAH CORPORATION WHICH SHALL
BECOME A GENERAL PARTNER IN A UTAH PARTNERSHIP
WHICH SHALL BE THE SUCCESSOR IN INTEREST TO A.K.H.
ASSOCIATES, INC. , REGARDING THE ISSUANCE OF
INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR A
COMMERCIAL INDUSTRIAL PROJECT.
WHEREAS, Salt Lake City, Utah (the "Issuer"), is an
incorporated City authorized and empowered by the provisions
of the Utah Industrial Facilities Development Act (the "Act")
to issue industrial development revenue bonds or other forms
of industrial revenue financing (the "Bonds") for the purpose
of defraying the cost of renovating and restoring existing
buildings and constructing new facilities and improvements
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all of which shall be used as a trade mart-convention center
with display rooms, meeting halls, offices, parking garages,
and related improvements; and
WHEREAS, in order to promote industry and commerce and
develop trade by inducing manufacturing, industrial and
commercial enterprises to locate or remain in the State of
Utah and Salt Lake City, the City proposes to finance the
renovation and restoration of existing buildings and the con-
struction of new facilities and improvements all of which
shall be used as a trade mart-convention center with display
rooms, meeting halls, offices, parking garages, and related
improvements (the "Project") within the boundaries of the
City to be developed and operated by Salt Lake Trade Mart, a
Utah general partnership in which A.K.H. Associates, Inc. , a
Utah corporation, shall serve as a general partner (the
"Company"); and
WHEREAS, the Company is reluctant to take steps toward
the realization and completion of the Project without
satisfactory assurance from the City that the proceeds of the
sale of the Bonds of the City will be made available to
finance the development of said Project; and
WHEREAS, it is deemed necessary and advisable for the
development, welfare and prosperity of the City and its
inhabitants that the Project be constructed, and that the
City take such action as may be required under applicable
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statutory provisions to authorize and issue its Bonds to
finance the first phase costs thereof, to an amount not
exceeding $15,000,000; and
WHEREAS, a form of agreement, designated as a
"Memorandum of Agreement," has been prepared under which the
Company has stated its willingness to acquire land, let
construction contracts, and commence construction and
development of the Project; and
WHEREAS, it is considered necessary and desirable and
for the best interest of said City that execution of said
Memorandum of Agreement be authorized for and on behalf of
the City:
NOW, THEREFORE, Be It Resolved by the City Council of
Salt Lake City, Salt Lake County, Utah, as follows:
Section 1. In order to assure the location of this
Project within the boundaries of Salt Lake City, Utah, with
the resulting public benefits which will flow therefrom, it
is deemed necessary and advisable that the Memorandum of
Agreement hereinafter referred to, be approved and executed
for and on behalf of the said City.
Section 2. The Memorandum of Agreement by and between
the Company and Salt Lake City, Utah, in the form and with the
contents set forth in Exhibit "A" attached hereto, is hereby
approved and the execution thereof is hereby authorized.
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Section 3. All resolutions and parts thereof in
conflict herewith are hereby repealed to the extent of such
conflict.
Section 4. The City Council considers that this
resolution is necessary and in the best interest of the City,
and therefore, it shall become effective immediately upon its
passage, approval and adoption.
Passed and approved this 5th day of August, 1980, by the
City Council of Salt Lake City, Utah.
----(.5:Q.�,�.��
Mayor
ATTEST:
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City Recorder
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( S E A L )
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After conduct of other business not pertinent to the
above, the meeting was, on motion duly made and seconded,
adjourned.
Mayor
ATTEST:
City Recorder
( S E A L )
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STATE OF UTAH
ss.
COUNTY OF SALT LAKE )
I, Mildred V. Higham, 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 is a true and
correct copy of the minutes of a meeting of the City Council
of said City, including a resolution adopted at said meeting,
insofar as said minutes pertain to the matters therein set
out.
IN WITNESS WHEREOF, I have hereunto subscribed my
official signature and impressed herein the seal of Salt Lake
City, Salt Lake County, Utah this 5th day of/J August,
�1980.
L/7/.GiAt,,432 cmac- tia t�
City Recorder
( SEAL )
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STATE OF UTAH ) CERTIFICATE OF COMPLIANCE
: ss. WITH OPEN MEETING LAW
COUNTY OF SALT LAKE )
I, Mildred V. Higham, the duly qualified and acting City
Recorder of Salt Lake City, Salt Lake
County,� � Utah, do hereby
certify that on the l? day of _( U , 1980, pursuant
to Utah Code Annotated Section 54-4-6 (1953), as amended,
there was posted (at least 24 hours prior to the meeting
time) at the regular meeting place of the City Council
written notice of the regular meeting of the City Council
held on Aug,u�y�t,'5 1980_
�7Livcyz.}'+3�pX at said regular meeting place. I
further certify that there was delivered to the local news
media, 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 5th day of
August, 1980.
City Recorder /
( S E A L )
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MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF AGREEMENT is between the City of Salt
Lake City, Salt Lake County, Utah, party of the first part
(hereinafter referred to as the "City"), and A.K.H. Associates,
Inc. , a Utah corporation which will serve as a general partner
in a partnership to be known as Salt Lake Trade Mart, party of
the second part (hereinafter referred to as "Company").
1. Preliminary Statement. Among the matters of mutual
inducement which have resulted in the execution of this
Agreement are the following:
(a) The City is authorized and empowered by the
provisions of the Utah Industrial Facilities Development Act
(the "Act"), to issue industrial revenue bonds for the purpose
of acquiring, or financing the acquisition of, manufacturing,
industrial, or commercial properties (as defined in the Act)
and of leasing, selling or financing the same to or for others
for such rentals and upon such terms and conditions as the City
may deem advisable.
(b) The purposes of the Act are to achieve greater
industrial and commercial development in the State of Utah and
to authorize municipalities and counties in the state to
finance, acquire, own, lease, or sell projects for the purpose
of reducing, abating, or preventing pollution and of protecting
and promoting the health, welfare, and safety of the citizens
of the state. The Act vests the City with all powers that may
be necessary to enable it to accomplish such purposes. Said
Act further authorizes the City to issue industrial development
revenue bonds, or other forms of municipal industrial
development financing, (the "Bonds") for the purpose of
carrying out its powers. In furtherance of such purposes the
City proposes to finance the cost of renovating and restoring
existing buildings and constructing new facilities and
improvements all of which shall be used as a trade mart-
convention center with display rooms, meeting halls, offices,
parking garages, and related improvements (the "Building").
The land on which such Building shall be located (the "Site")
shall be located within the corporate limits of the City and
the acquisition of portions of said Site may be financed by the
City. The Site, the Building, the equipment and furnishings
and any other related improvements (all of which are
collectively referred to herein as the "Project") shall be
financed by the City based upon the commitment of the Company
to repay the obligations underlying the financing arrangements
at no cost to the City or the taxpayers residing within the
City.
(c) In view of rising construction costs, it is
considered essential that the Project be completed at the
earliest practicable date. The Company is willing to proceed
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with the Project on the understanding that the proceeds of the
sale of the Bonds of the City will be made available to finance
the cost of land and building acquisition, construction,
furnishing and equipping by the City of the Project.
(d) The City, is interested in assisting the Company
to effect the financing of the project consistent with the
purposes of the Act and hereby advises the Company that,
subject to due compliance with all requirements of law and the
obtaining of all necessary consents and approvals and to the
happening of all acts, conditions and things required precedent
to such financing, the City by virtue of such statutory
authority as may now or hereafter be conferred, will issue and
sell the Bonds in an amount not exceeding $15,000,000 to pay
the costs of the Project.
2. Undertakings on the Part of the City. Subject to
the conditions above stated, the City agrees as follows:
(a) It will authorize or cause to be authorized, the
issuance and sale of an issue of the Bonds, pursuant to the
terms of the Act as then in force, in an aggregate principal
amount not exceeding $15,000,000. Said Bonds shall not be
guaranteed by the City nor secured with a pledge of the credit
of the City.
(b) It will support the Company's efforts to find a
purchaser or purchasers for the Bonds and if purchase
arrangements satisfactory to the Company and consistent with
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its existing borrowing commitments can be made, it will adopt,
or cause to be adopted, such proceedings and authorize the
execution of such documents as may be necessary or advisable
for the authorization, issuance and sale of the Bonds, and the
financing of acquisition, construction, furnishing and
equipping of the Project by the Company exclusively, all as
shall be authorized by law and mutually satisfactory to the
City and the Company.
(c) The aggregate loan payments to be paid by the
Company (i.e. , the loan payments to be used to pay the
principal, interest and premium, if any, on the Bonds) payable
under the loan agreement whereby the Project shall be financed
by the Company shall be such sums as shall be sufficient to pay
the principal of and interest and redemption premium, if any,
on the Bonds, as and when the same shall become due and payable.
(d) It 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.
3. Undertakings on the Part of the Company. Subject to
the conditions above stated, the Company agrees as follows:
(a) It 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 $15,000,000.
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(b) It will, to the extent deemed by it to be
necessary or desirable, enter into a contract or contracts for
the acquisition, construction, furnishing and equipping of the
Project and at the time of the delivery of the Bonds, it will
pledge its interest in the Project toward repayment of the
Bonds. After acquisition of the Site, title thereto as well as
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
it will enter into a loan, purchase or lease agreement with the
City under the terms of which the Company will obligate itself
to pay the City sums sufficient in the aggregate to pay the
principal of and interest and redemption premium, if any, on
the Bonds as and when the same shall become due and payable,
such agreement to contain provisions required by law and such
other provisions as shall be mutually acceptable to the City
and the Company, including but not limited to the
indemnification of the City by the Company against any costs or
damages arising from or connected with the offer and sale of
the Bonds and the payment or default in payment of principal or
interest of the Bonds. In addition, the Company will pay and
reimburse the City from proceeds from the sale of the Bonds for
costs advanced for the services of certain staff personnel such
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as the City Attorney, the Director of Finance and
Administrative Services and the City Recorder. In the absence
of extraordinary and presently unforeseen expenses it is agreed
that the sum of $5,000 including the $1,000 to be paid in
accordance with paragraph 4(b) will be sufficient to satisfy
said expenses of the City. If the City incurs extraordinary
and unforeseen expenses, it will submit an itemized statement
of the same to the Company at the time of delivery of the Bonds
and the Company will allocate payment for such expenses from
Bond proceeds.
(d) It will take such further action and adopt such
further proceedings as may be required to implement its
aforesaid undertakings or as it may deem appropriate in
pursuance thereof.
4. General Provisions.
(a) All commitments of the City under paragraph 2
hereof and of the Company under paragraph 3 hereof are subject
to the obtaining of all necessary governmental approvals and
the approvals of the appropriate financial officers of the
Company. Construction of the Project must commence within one
year from the date of this Agreement and on or before three
years from the date hereof (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 sale and delivery thereof, and
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mutually acceptable terms and conditions of the agreements
referred to in paragraph 3 and the proceedings referred to
in paragraphs 2 and 3 hereof. For purposes of determining
the adequacy of security of the Bonds, the identity of the
partners or principals of Salt Lake Trade Mart will be
disclosed and the financial statements of the Company, its
principals and/or partners must be reviewed and approved by
the staff of the City prior to issuance of the Bonds. If a
trustee or escrow agent is used during the construction
period or otherwise, then a Utah financial institution must
be designated so as to provide a local contact for the City.
(b) If the events set forth in (a) of this para-
graph do not take place within the time set forth or any
extension thereof and financing in such amount as shall not
exceed $15,000,000 is not arranged for and consummated
within such time, the Company agrees that it will reimburse
the City for all reasonable and necessary direct out-of-
pocket expenses, including reasonable attorney's fees for
the review and/or preparation of documents, which the City
may incur at the Company's request arising from the execution
of this Agreement and the performance by the City of its
obligations hereunder, and this Agreement shall thereupon
terminate. In addition the Company will pay the City amounts
sufficient to reimburse the City for the review of the
initial proceedings and an evaluation of financial information
concerning the Company and the Project. At the time of
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execution of this Agreement the Company will deposit with
the City the sum of $1,000 from which the City may draw
monies in reimbursement for said initial costs.
IN WITNESS WHEREOF, the parties hereto have entered
into this Agreement by their agents thereunto duly authorized
as of the 5th day of August, 1980.
SALT LA TY,
SALT UNTY, UT
By
P3ayor
( CITY SEAL )
ATTEST:
City Recor er
A.K.H. ASSOCIATES, INC.
By
Pres d nt
ATTEST:
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Resolution No.
By City Council
Authorizing and inducing the execution
of a Memorandum of Agreement with
A.K.H. Associates, Inc., for the
issuance of Industrial Development
Revenue Bonds in an amount not
exceeding$15,000,000.
(to be known as Salt Lake Trade Mart)
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