53 of 1980 - A RESOLUTION OF INTENT TO ISSUE INDUSTRIAL REVENUE BONDS TO FINANCE A PROJECT UNDER THE UTAH INDUSTR A •
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OFFICE OF
MILDRED V. HIGHAM KATHERINE L BARSNICK
CITY RECORDER .- - CITY RECORDER CHIEF DERR,Y
200 CITY & COUNTY BUILDING MARILYN SMYTH
SALT LATE CriT. UTAH 84111 ADMINISTRATIVE SECRETARY
August 21, 1980
Mr. M. John Ashton, Attorney
Ray, Quinney and Nebeker
Deseret Building
79 South Main Street
Salt Lake City, Utah 84111
Dear Mr. Ashton:
Enclosed are nine copies of a Resolution of Intent to issue industrial
revenue bonds authorizing the execution of a Memorandum of Agreement
by and between Salt Lake City, Utah and RS Supply Company of California.
Also enclosed are nine copies of a resolution of intent to issue
industrial revenue bonds authorizing the execution of a Memorandum of Agreement
by and between Salt Lake City, Utah, and Kilsby Tubbsupply Company.
Please have these copies signed by the proper company officials and
return the copy marked "Approved as to Form by the City Attorney" and
at least one other copy of each issue to the Office of the City Recorder
200 City and County Building, Salt Lake City, Utah.
Thank you, ZIA"
City Recorder
Encl 9
MVH
Picked up in Office of City Recorder at August , 1980.
•
APPROVED AS TO:CORM
Sal+ Lake City AtForney's Onus
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RESOLUTION OF INTENT
A RESOLUTION OF INTENT TO ISSUE INDUSTRIAL REVENUE
BONDS TO FINANCE A PROJECT UNDER THE UTAH INDUSTRIAL
FACILITIES DEVELOPMENT ACT AND AUTHORIZING THE
EXECUTION OF A MEMORANDUM OF AGREEMENT BY AND BETWEEN
SALT LAKE CITY, UTAH, AND KILSBY TUBESUPPLY COMPANY
WHEREAS, KILSBY TUBESUPPLY COMPANY, a California
corporation (the "Company") wishes to acquire and construct
certain real estate and buildings, improvements and equipment to
be located thereon for use as a warehouse, distribution and
related commercial facility, and has requested Salt Lake City,
Salt Lake County, Utah (the "Issuer") to issue its industrial
revenue bonds to provide all or part of the cost of said facility;
WHEREAS, the Issuer is authorized and empowered by the
provisions of Chapter 17, Title 11, Utah Code Annotated 1953, as
amended, known as the "Utah Industrial Facilities Development
Act", to issue revenue bonds to provide such facilities, and the
Issuer deems it necessary and advisable that it take such action
as may be required under applicable statutory provisions to
authorize and issue such revenue bonds; and
WHEREAS, a Memorandum of Agreement has been presented to
the Issuer under the terms of which the Issuer agrees, subject to
the provisions of such agreement, to issue its industrial revenue
bonds to provide said facility;
NOW, THEREFORE, the City Council, of Salt Lake City, Salt
Lake County, Utah, hereby resolves as follows:
1. That the Mayor of the Issuer is hereby authorized to
execute, and the Recorder of the Issuer is hereby authorized to
attest and affix the seal of the Issuer to a Memorandum of
Agreement with the Company in substantially the form of such
agreement as was presented to this meeting or with such minor
changes therein as shall be approved by the officers executing the
same.
2. Tnat the officers P.nd employees of the Issuer are
hereby authorized to take such f :_tner action as is necessary to
carry out the intent and pl,c,ose- of the Memorandum of Agreement
as executed and to issue its .rz31 revenue bonds in an amount
not exceeding Ten Million Do'.;.ar,, ,$10-000,000.00) or such other
amount as may be authorized by statute upon the terms and
conditions and for the purposes stated in said Memorandum of
Agreement, which is hereby made a part of this resolution.
MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF AGREEMENT is by and between Salt Lake
City, Salt Lake County, Utah (the "Issuer") and KILSBY TUBESUPPLY
COMPANY, a California corporation (the "Company").
1. Preliminary Statement. Among the matters of mutual
inducement which have resulted in this agreement are the following:
(a) The Issuer 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
financing, in whole or in part, the cost of any "Project" (as said
term is defined in the Act) .
(b) The Company desires to obtain satisfactory
assurance from the Issuer that the proceeds of the sale of the
industrial revenue bonds of the Issuer may be made available to
finance all or part of the costs of certain real estate,
buildings, improvements and equipment for use as a warehouse,
distribution and related commercial facility, generally described
in Exhibit A hereto, to be located in Salt Lake City, Salt Lake
County, Utah (the "Project") .
(c) The Company is a subsidiary of Fluor
Corporation and Fluor Corporation shall fully guarantee repayment
of the bonds.
(d) Subject to due compliance with all requirements
of law, the Issuer, by virtue of such statutory authority as may
now or hereafter be conferred by the Act, and by the Internal
Revenue Code of 1954, as amended, will issue and sell its revenue
bonds in an amount not exceeding Ten Million Dollars
($10,000,000.00) or such other amount and during such period of
time as may be authorized by statute hereafter. It is actually
anticipated that the cost of the Project to be paid from
industrial revenue bond proceeds will be approximately $3,000,000,
and of the authority granted by state and federal statute, the
Issuer hereby declares its intent to issue for the Project as
presently planned, its industrial revenue bonds in aggregate
principal amounts not to exceed Three Million Dollars
($3,000,000.00) (the "Bonds") .
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2. Undertakings on the Part of the Issuer. Subject to
the conditions above stated, the Issuer agrees as follows:
(a) That it will authorize the issuance and sale of
the Bonds under a Bond Ordinance to be subsequently adopted for
the Bonds pursuant to the terms of the Act as then in force, when
and if it is requested to do so by the Company.
(b) That if it issues the Bonds, it will, if
requested by the Company, enter into a Financing Agreement or
similar contract which will permit use of Bond proceeds for
acquisition and construction of the Project, and provide for use
of the Project by the Company, or by any affiliates as therein
described.
(c) That the aggregate payments under the Financing
Agreement (i.e., the amounts to be paid by the Company in
consideration of its use of the Project and the financing thereof
by the Bonds) will be used to pay the principal, interest and
premium, if any, on the Bonds, together with any fees and costs in
connection therewith, including those of a trustee, if any.
(a) That the obligation of the Company must be
fully guaranteed by the Fluor Corporation as a condition to the
Issuer's obligations hereunder.
(e) That the obligations under the Bonds will
represent a limited obligation of the Issuer and will not
constitute or give rise to a general obligation or liability of
the Issuer or a charge against its general credit or taxing
powers. The Bonds will be payable solely from the revenues of the
Project, including payments of the Company pursuant to the
Financing Agreement.
(f) That this Memorandum of Agreement and the
Resolution of which it is a part shall represent official action
of the Issuer pursuant to I.R.S. Regulation § 1-103-8(a) (5) (v) or
other applicable law.
3. Undertakings on the Part of the Company. Subject to
the conditions herein stated, the Company agrees as follows:
(a) That, if it requests the Issuer to issue the
Bonds, it will use all reasonable efforts to find one or more
purchasers for the Bonds either on a negotiated purchase basis, or
on the basis and pursuant to the requirements of an underwriting,
with official statements or other disclosures in connection
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therewith which may be provided, if required by law, at the
expense of the Company.
(b) That the Company will obligate itself pursuant
to the Financing Agreement and promissory notes or other evidence
of debt thereunder to pay to or for the account of the Issuer sums
sufficient in the aggregate to pay the principal of, interest,
premium, if any, on the Bonds as and when the same shall become
due and payable, together with any and all costs and fees
associated therewith, including those incurred by any trustee
which may be appointed to administer funds in connection with
issuance of the Bonds.
(c) That the Company will assume all
responsibilities for negotiating construction contracts and
supervising construction of the facility on the real estate,
including all equipment and appurtenances pertaining thereto.
(d) That the Company shall pay to the Issuer a fee
of $250.00 upon passage of this resolution and the sum of $500.00
upon the issuance of the Bonds as full and complete payment of all
costs and expenses incurred by the Issuer in connection with the
authorization, sale and issuance of the Bonds, including this
resolution, and Bond Ordinance and subsequent proceedings. The
costs of execution and filing of any instruments and the
preparation of all other documents in connection with the
authorization, sale and issuance of the Bonds shall also be paid
for by the Company. It is contemplated that some of such expenses
shall be paid from the proceeds from the sale of the Bonds.
(e) That the Company will arrange for purchase of
the Bonds only by Purchasers which have knowledge and experience
in financial and business matters and which are capable of
evaluating the merits and risks of purchasing the Bonds.
4. General Provisions.
(a) All agreements of the Issuer under Paragraph 2
hereof and of the Company under Paragraph 3 hereof are subject to
the conditions that within three years from the date hereof (or
such other later date as shall be mutually satisfactory to the
Issuer and the Company), the Issuer and the Company, with regard
to each respective Bond issue, shall have agreed to mutually
acceptable terms and conditions of the Financing Agreement, Trust
Indenture, or other similar documents referred to, and all other
instruments or proceedings relating to the Bonds.
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(b) If the events set forth in (a) of this
paragraph do not take place within the time set forth or any
extension thereof, and the Bonds in an amount of approximately the
amount stated above are not sold within such time, the Company
agrees that it will reimburse the Issuer for all reasonable and
necessary direct out-of-pocket expenses which the Issuer may have
incurred and arising from the execution of this agreement and the
performance by the Issuer of its obligations hereunder, and this
agreement shall thereupon terminate.
(c) If the Bonds are issued as contemplated by this
agreement, the Company will not expect the Issuer to assume any
substantial obligation with regard to administering the proceeds
of the Bonds or the construction of the Project, and will arrange
for the bond purchaser, a trustee or other suitable party to
handle all such financial administration, and will handle
construction supervision either in its own name or through an
affiliated company. The Company will also hold harmless the
Issuer from any costs or expenses in connection with the execution
of this agreement, the issuance of the Bonds or the administration
of the proceeds thereof, or the construction or use of the Project.
IN WITNESS WHEREOF, the parties hereto have entered
into this agreement by their officers thereunto duly authorized as
of this i� day of August, 1980.
SALT LAKE CITY, UTAH
ATTEST: �j� �/
// �Y By�/ 0�2 i/.,-�/t-
Recorder t! "s MaY or
KILSBY TUBBSUPPL COM ANY
APPROVED
By
Its um PT.
The foregoing resolution, together with the Memorandum of
Agreement, were passed and approved by the City Council of Salt
Lake City, Salt Lake County, Utah, on this /? day of August,
1980,
SALT L CITY, UT
ATTEST: //�
B /
Recorder Mryor
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EXHIBIT A
KILSBY TUBESUPPLY COMPANY
SALT LAKE CITY DISTRIBUTION FACILITY
DESCRIPTION OF THE PROJECT
The proposed facility will be an important point of distribution
and storage for carbon, alloy, stainless, and aluminum tubing and
pipe for Kilsby Tubesupply Company (Kilsby) in Utah and the
surrounding states. It will contain a complete size range of
these specialty products. Items will be supplied to manufacturing
and machining industries in an "as is" condition or cut to
specification, according to customer requirements.
Tubing and pipe will be purchased, when available, from local
distributors as well as manufacturers located in other parts of
the United States. Materials will be shipped in via rail and
common motor carrier. Orders will be transported from Salt Lake
City principally into Utah and the surrounding area.
The office and storage facility will be located on about five
acres of land adjacent to the proposed Kilsby Tubesupply Company
facility in the Centennial Industrial Park area of Salt Lake
City. The plant will consist of office space and a warehouse as
well as screened outside storage. The office and storage facility
will be of insulated pre-engineered steel. All equipment used in
operations will be the most modern available and will consist of
overhead storage racks, overhead cranes, saws and forklift
trucks. Project completion has not been specifically determined
but is anticipated to occur before the end of 1982.
Resolution No.
By City Council
COMMISSIONER
Resolution of Intent to issue Indus-
trial Revenue Bonds to finance a
project under the Utah Industrial
Facilities Development Act and
authorizing the execution of a
Memorandum of Agreement by and
between Salt Lake City, Utah, and
Kilsby Tubesupply Company.
APPROVED =
AUG 1919E0
art Ri.008.011