55 of 1979 - A resolution authorizing the issuance of Industrial Development Revenue Bonds in the amount of $5,77 August 8, 1978
Honorable Jennings Phillips, dr.
Commissioner of public Affairs
and Finance
211 City and County Building
Salt lake City. Utah
Dear Commissioner Phillips:
The Board of City Commissioners. at its meeting today, passed
Resolution No. 55 of 1979. authorising the issuance of Industrial
Development Revenue Bonds in the amount of$5,775,000 for the
Pepsi Cola Bottling Company of Salt Lake City Project-MEI
Corporation, Grantor.
Yours truly,
City Recorder
ms
CC:
Attorney
Auditor
Treasurer,
Richard S. Fox
_Tiles-2
ROLL CALL
VOTING Aye Nay
Mr.Chairman
f
Agraz /
Green ✓
/
ampb 11
ft/Mtn.x
Phillips
Result
//
Salt Lake City, Utah
August 8, 1979
The Salt Lake City Commission of Salt Lake City, Utah,
met in regular session at its regular meeting place in Salt
Lake City, Utah on August 8, 1979, with the following members
of the Commission present:
Ted L. Wilson Mayor
Jennings Phillips, Jr. Commissioner
Jess A. Agraz Commissioner
Glen N. Greener Commissioner
David C. Campbell Commissioner
Also present:
Mildred Higham City Recorder
Absent:
After the meeting had been duly called to order, the
following resolution was introduced in writing, read in full
and pursuant to motion duly made by Commissioner Jennings Phillips, Jr.
adopted by the following vote:
•
YEA: Ted L. Wilson
Jennings Phillips, Jr.
Jess A. Agraz
Glen N. Greener
David C. Campbell
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, Salt Lake County, Utah. The
resolution is as follows:
RESOLUTION NO. 55
A RESOLUTION PROVIDING FOR THE FINANCING BY SALT LAKE
CITY, UTAH, OF A PROJECT CONSISTING OF REAL PROPERTY,
BUILDING, MACHINERY, EQUIPMENT, IMPROVEMENTS AND
RELATED PROPERTY IN ORDER THAT PEPSI COLA BOTTLING
COMPANY OF SALT LAKE CITY MAY BE PROVIDED WITH
FACILITIES TO PROMOTE THE GENERAL WELFARE AND ENCOURAGE
THE INCREASE OF INDUSTRY; AUTHORIZING AND PROVIDING FOR
THE ISSUANCE BY SALT LAKE CITY, UTAH OF ITS INDUSTRIAL
DEVELOPMENT REVENUE BONDS SERIES 1979, (PEPSI COLA
BOTTLING COMPANY OF SALT LAKE CITY PROJECT--MEI
CORPORATION, GUARANTOR) WHICH WILL BE PAYABLE SOLELY
FROM THE REVENUES ARISING FROM THE PLEDGE OF A NOTE OF
PEPSI COLA BOTTLING COMPANY OF SALT LAKE CITY;
AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN
AGREEMENT BETWEEN SALT LAKE CITY, UTAH AND PEPSI COLA
BOTTLING COMPANY OF SALT LAKE CITY; PROVIDING FOR THE
ACQUISITION AND FINANCING OF SAID PROJECT; AUTHORIZING
THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST AND
PLEDGE, AND CONTRACT OF PURCHASE; CONFIRMING THE SALE OF
SAID BONDS TO THE PURCHASER THEREOF; AND RELATED
MATTERS.
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WHEREAS, pursuant to Utah Industrial Facilities
Development Act, Utah Code Annotated, Sections 11-17-1 to -17
inclusive (1953) as amended, (the "Act"), Salt Lake City,
Utah (the "Issuer") is authorized to issue its revenue bonds
to finance the costs of any "Project" as defined in the Act to
the end that the Issuer may be able to promote the general
welfare and encourage the increase of industry within the
State of Utah; and
WHEREAS, as a result of negotiations between the Issuer
and Pepsi Cola Bottling Company of Salt Lake City (the
"Company"), a corporation organized under the laws of the
State of Utah, contracts have been or will be entered into by
the Company for the acquisition, construction and/or
installation of real property, buildings, machinery,
equipment, improvements and related property (the "Project")
within Salt Lake City, Utah, to be used by the Company and
which Project will be of the character and will accomplish
the purposes provided by the Act, and the Issuer is willing
to issue its Industrial Development Revenue Bonds to finance
the Project upon terms which will be sufficient to pay the
cost of acquisition and construction of the Project as
evidenced by such Industrial Development Revenue Bonds Series
1979, all as set forth in the details and provisions of the
Loan Agreement hereinafter identified (the "Agreement"); and
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WHEREAS, it is estimated that the costs of the Project,
including costs relating to the preparation and issuance of
the Industrial Revenue Bonds, will be not less than
$5,775,000; and
WHEREAS, pursuant to the provisions of the Act, the
Issuer proposes to enter into said Agreement dated as of
August 8, 1979 by and between the Issuer and the Company in
connection with the financing of the Project and to enter
into an Indenture of Trust and Pledge dated as of August 8,
1979 (the "Indenture") with First Bank (N.A.), Milwaukee,
Wisconsin, (the "Trustee") pursuant to which the Issuer will
issue its $5,775,000 Industrial Development Revenue Bonds
Series 1979 (Pepsi Cola Bottling Company of Salt Lake City
Project--MEI Corporation, Guarantor) (the "Series 1979
Bonds"); and
WHEREAS, this Commission deems it necessary and
advisable to authorize the issuance and confirm the sale of
the Series 1979 Bonds and to authorize the execution and
delivery of the Agreement, the Indenture and Bond Purchase
Agreement dated as of the date hereof (the "Purchase
Contract") between the Issuer, and Dougherty, Dawkins, Strand
& Ekstrom Incorporated of Minneapolis, Minnesota, (the
"Purchasers"), providing for the sale of the Series 1979
Bonds; and
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•
•
WHEREAS, the Act and all documents to be signed by the
Issuer provide that the Bonds shall not constitute nor give
rise to a general obligation or liability of the Issuer or be
a charge against its general credit or taxing powers and that
the Bonds will be payable from and secured only by the
revenues arising from the pledge and assignment under the
Indenture of a promissory note (the "Note") of the Company to
the Issuer and assigned to the Trustee in the same principal
amount as the aggregate principal amount of the Series 1979
Bonds:
NOW THEREFORE Be It Resolved by the Salt Lake City
Commission of Salt Lake City, Utah, as follows:
Section 1. The Issuer is authorized to finance the
acquisition of the Project by the Company with the proceeds
of the Series 1979 Bonds, all pursuant to the provisions of
the Act.
Section 2. The Issuer is authorized and directed to
issue the Series 1979 Bonds in coupon form or in registered
form without coupons in the aggregate principal amount of
$5,775,000, to be dated September 1, 1979, to bear interest
at the rate or rates, mature (subject to provisions for prior
redemption at the prices and dates and upon the terms and
conditions set forth in the Indenture and Agreement) on
September 1 of each of the years and in the principal amount
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•
set opposite each year in and be numbered all as set forth in
the following schedule:
Amount Interest Rate Number Maturity
$175,000 5.80 1- 35 1983
$175,000 5.90 36- 70 1984
$175,000 6.00 71-105 1985
$200,000 6.10 106-145 1986
$200,000 6.20 146-185 1987
$250,000 6.25 186-235 1988
$250,000 6.30 236-285 1989
$250,000 6.40 286-335 1990
$275,000 6.50 336-390 1991
$300,000 6.60 391-450 1992
$300,000 6.70 451-510 1993
$325,000 6.80 511-575 1994
$325,000 6.90 576-640 1995
$1,425,000 7.20 641-925 1999
$1,150,000 7.20 926-1155 2002
Interest shall be payable semiannually on March 1 and
September 1 of each year commencing March 1, 1980.
The coupon form and fully registered form of the Series
1979 Bonds are set out in the Indenture, a copy of which is
available for inspection at the office of the City Recorder
for any interested person, which forms are incorporated
herein by reference and made a part hereof.
Section 3. The Series 1979 Bonds are to be issued in
accordance with and pursuant to, and the Issuer is authorized
and directed to execute and deliver, the Agreement and the
Indenture to be executed in substantially the same form as
Exhibits A and B hereto, respectively, copies of which have
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been presented to the City Commission of the Issuer at the
meeting at which this resolution was adopted, and which are
also on file at the office of the City Recorder and may there
be examined during normal business hours by any interested
person. The Agreement provides for the issuance of the
Series 1979 Bonds pursuant to the Indenture solely for the
purpose of financing the cost of acquiring the Project and
for paying expenses incidental thereto. The Bonds are to be
secured by a pledge and assignment to the Trustee of the Note
of the Company, the payment of which is secured by a First
Mortgage (as defined in the Indenture) on the Project and a
Guaranty by MEI Corporation. The Agreement further provides
for certain representations and warranties by the Issuer and
the Company, for certain conditions precedent to the purchase
of the Bonds, for certain affirmative and negative covenants,
and for remedies in connection with the failure to perform
certain covenants thereunder. The Indenture specifically
provides that no provision thereof or of the Bonds shall
constitute or give rise to a general obligation or liability
of the Issuer or a charge against its general credit or
taxing powers. By the terms of the Indenture, the Issuer
also pledges and assigns the Note to the Trustee as security
for the payment of principal, premium, if any, and interest
on the Bonds. Recourse on the Bonds executed and delivered by
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the Issuer pursuant to the Agreement and the Indenture may be
had only against the security for the Bonds as provided
therein and in the Agreement and the Indenture.
Section 4. The Agreement provides that the Company will
cause the Project to be acquired, with the Company to have
the right to requisition from the Trustee the proceeds of the
Bonds from time to time, all in accordance with the
provisions of the Agreement and, that if the proceeds of the
Bonds are not sufficient to defray all costs and expenses of
acquiring the Project and all expenses incidental thereto,
that the Company will pay all such excess costs and expenses
and will acquire the Project without additional cost to the
Issuer if additional Bonds are not issued as permitted under
the Indenture for completion purposes.
Section 5. The Project, the acquisition of which is to
be financed with the proceeds from the sale of the Series
1979 Bonds, will constitute manufacturing facilities as
contemplated in the Act consisting of real estate, building
and related fixtures and machinery and equipment, and other
personal property acquired, constructed and/or installed by
the Company, including any modification thereof,
substitutions therefor and amendments thereto.
Section 6. The Series 1979 Bonds (in substantially the
forms set forth in the Indenture) and the Agreement, the
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Indenture, and the Purchase Contract, in substantially the
forms presented to the City Commission of the Issuer at this
meeting and as attached hereto as Exhibits A, B and C, are
hereby approved in all respects and the Mayor and City
Recorder are hereby authorized to execute each of the same on
behalf of the Issuer and to affix the seal of the Issuer
thereto and the acts of the Mayor and City Recorder in so
doing are and shall be the act and deed of the Issuer. The
Mayor, City Recorder and all other proper officers and
employees of the Issuer are hereby authorized and directed to
take all steps on behalf of the Issuer to perform and
discharge the obligations of the Issuer under each of said
instruments.
Section 7. The sale of the Series 1979 Bonds to the
Purchaser at the price of par, plus accrued interest to the
date of delivery, and bearing interest at the rate or rates
set forth hereinabove pursuant to the Purchase Contract, in
substantially the form attached hereto as Exhibit C and
containing substantially the terms and provisions set forth
therein, is hereby authorized, approved and confirmed, and
the Mayor is hereby authorized and directed to execute and
the City Recorder to countersign and deliver the Purchase
Contract.
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Section 8. Pursuant to Utah Code Annotated, §11-17-13,
(1953), the Issuer includes herein the pledge and undertaking
of the State of Utah that the State of Utah will not alter,
impair or limit the rights vested hereunder or in the Series
1979 Bonds, the Agreement, the Indenture or any of the
documents contemplated hereby until the Series 1979 Bonds,
together with all interest thereon, have been fully paid and
discharged and all obligations of the Issuer thereunder and
under the Agreement and the Indenture are fully performed.
Section 9. 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 any such section, paragraph, clause or
provision shall not affect the remaining provisions of this
resolution.
Section 10. All resolutions 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 11. This resolution shall become effective
immediately upon its adoption.
Section 12. In accordance with the provisions of Utah
Code Annotated, §11-17-16, (1953), as amended, the City
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Recorder shall cause this Resolution in its entirety to be
published one time in the Deseret News, a newspaper published
and having general circulation in Salt Lake City, Utah, and
to cause a copy of this Resolution as well as all documents
connected with the issuance of the Series 1979 Bonds, to be
kept on file in her office for public examination during
regular business hours until at least thirty (30) days from
and after the date thereof. For a period of thirty (30) days
after such publication, any person in interest shall have the
right to contest the legality of this Resolution or
proceeding or any Bonds hereby authorized or any provision
made for the security and payment of such Series 1979 Bonds
for any cause whatsoever. After such time no one shall have
any cause of action to contest the regularity, formality or
legality thereof for any cause whatsoever.
APPROVED this 8th day of August, 1979.
Mayor
ATTEST:
City Recor er
( SEAL )
This Resolution was published by Pepsi-Cola Bond Counsel
Mr. Richard S. Fox, in the Deseret News.
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(Here follows other business not pertinent to the
above.)
Pursuant to motion duly made the Salt Lake City
Commission adjourned.
ayor
Countersigned: //
71k a-04.-
City Recorder
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STATE OF UTAH
ss.
COUNTY OF SALT LAKE
I, the undersigned City Recorder of Salt Lake City, Utah
do hereby certify that the foregoing constitutes a true,
correct and complete copy of Resolution No. 55 duly and
finally adopted by the Salt Lake City Commission of Salt Lake
City at a duly convened meeting held on August 8, 1979.
IN WITNESS WHEREOF, I have hereunto affixed my official
signature and the corporate seal of said City this 8th day
of August , 1979.
j
7.
City Record
( S E A L )
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STATE OF UTAH ) CERTIFICATE OF COMPLIANCE
ss. WITH OPEN MEETING LAW
COUNTY OF SALT LAKE )
I, Mildred Higham, the duly qualified and acting City
Recorder of Salt Lake City, Salt Lake County, Utah, do hereby
certify that on the 7th day of
u Must
, 1979, pursuant to Utah
Code Annotated Section 52-4-6 (1953), as amended, there was
posted (at least 24 hours prior to the meeting time) at the City
Hall written notice of the regular meeting of the City
Commission held on August 8, 1979 at said City Hall. I further
certify that there was delivered to the Deseret News, 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 Municipality this 8th day
of 44y, 1979.
City Recor er
(S E A L)
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HIS RESOLUTION WAS PUBLISHE1947
X.
pr7 II
Resolution No. ;5
.
By Jennings Phillips, Jr.
COMMISSIONER
Authorizing the issuance of Industrial
Development Revenue Bonds in the
amount of$5,775,000 for the Pepsi
Cola Bottling Company of Salt Lake
City Project- MEI Corporation,
Grantor.
Presented to the bard of Commissioner%
AND PASSED
AUG- 8 1979
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