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56 of 1981 - A RESOLUTION OF THE CITY COUNCIL OF SALT LAKE CITY, UTAH, EXPRESSING ITS INTENT TO ISSUE INDUSTRIAL Salt Lake City, Utah July 28, 1981 The City Council of Salt Lake City, Salt Lake County, State of Utah, met in regular public session on the 28th day of July, 1981, at the hour of 5:00 p.m. at its regular meeting place in Salt Lake City, Salt Lake County, Utah. On roll call, the following members were determined present: Palmer DePaulis Chairman Ronald J. Whitehead Councilmember Grant Mabey Councilmember Sydney Fonnesbeck Councilmember Alice Shearer Councilmember Ione M. Davis Councilmember Edward W. Parker Councilmember There were also present: Ted L. Wilson Mayor Kathryn Marshall City Recorder Roger Cutler City Attorney Absent: None. After the meeting had been duly called to order, the City Recorder presented to the City Council an affidavit evi- dencing the giving of not less than twenty-four (24) hours public notice of the agenda, date, time and place of the July 28, 1981 meeting in compliance with the requirements of Sec- tion 52-4-6(2) , Utah Code Annotated, 1953, as amended, by (1) posting written notice of the meeting at the principal office of the City Council and (2) providing notice to at least one newspaper of general circulation within the geographic juris- diction of Salt Lake City, Utah, or to a local media correspon- dent. The affidavit was ordered recorded in the minutes of the meeting and is as follows: STATE OF UTAH ) . ss. COUNTY OF Salt Lake ) I, the undersigned, the duly qualified and acting Recorder of Salt Lake City, Salt Lake County, State of Utah, do hereby certify, according to the records of said City Council 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 July 28, 1981 public meeting held by the City Council of Salt Lake City, Utah, by: (a) Causing a Notice of Public Meeting to be posted at the principal office of the City Council in Salt Lake City, Utah, on July 23, 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 the regular office hours of the -2- Salt Lake City Offices 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 July 23, 1981, at least twenty-four (24) hours before the convening of the meeting, to the Deseret News, a newspaper of general circulation within the geographical jurisdiction of Salt Lake City, and to each local media correspondent, newspaper, radio station, or television station which has requested notification of meetings of the Salt Lake City Council. IN WITNESS WHEREOF, I have hereunto subscribed my official signature and impressed hereon the official seal of Salt Lake City, Utah, as of the 28th day of July, 1981.G2YEcc //// ��e a - Cityy Rec�rder (CITY SEAL) Thereupon, a proposed resolution relating to the issu- ance of an aggregate principal amount of $3,250,000 or such lesser amount as may be necessary of the Industrial Development Revenue Bonds of Salt Lake City to finance the purchase of approximately 7 1/2 acres of land within the boundaries of the Salt Lake International Center and the construction, furnishing and equipping of a 40,000 square foot office and light manufac- turing facility thereon by Leeds & Northrup Company, was -3- introduced in written form by Councilmember Shearer and was considered in full and in detail. After due discussion to the matters contained therein, a call for a vote of approval thereof was made by Councilmember Shearer and seconded by Councilmember Fonnesbeck, whereupon the resolution was approved and adopted by the following vote. Aye: Palmer DePaulis Ronald J. Whitehead Grant Mabey Sydney Fonnesbeck Alice Shearer Ione M. Davis Edward W. Parker At the conclusion of the meeting the resolution and the Memorandum of Agreement incorporated therein were signed by Councilmember DePaulis, attested by the City Recorder and recorded in the official records of Salt Lake City. The resolution and the Memorandum of Agreement are as follows: RESOLUTION NO. 56 ADOPTED: July 28, 1981 A RESOLUTION OF THE CITY COUNCIL OF SALT LAKE CITY, UTAH, EXPRESSING ITS INTENT TO ISSUE INDUSTRIAL DEVELOPMENT REVENUE BONDS OF SALT LAKE CITY IN AN AMOUNT OF UP TO $3,250,000 TO FINANCE THE PURCHASE OF APPROXIMATELY 7 1/2 ACRES OF LAND WITHIN THE BOUNDARIES OF SALT LAKE INTERNATIONAL CENTER AND THE CONSTRUCTION, FURNISHING AND EQUIP- PING OF A 40,000 SQUARE FOOT OFFICE AND LIGHT MANUFACTURING FACILITY THEREON BY LEEDS & NORTHRUP COMPANY, A DELAWARE CORPO- RATION, AND AUTHORIZING THE EXECUTION OF A -4- MEMORANDUM OF AGREEMENT BETWEEN LEEDS & NORTHRUP COMPANY AND SALT LAKE CITY IN CON- NECTION THEREWITH. WHEREAS, LEEDS & NORTHRUP COMPANY, a Delaware corpora- tion authorized to do business in Utah, (the "Developer"), wishes to finance the purchase of approximately 7 1/2 acres of land within the boundaries of Salt Lake International Center and the construction, furnishing and equipping thereon of a 40,000 square foot office and light manufacturing facility (the "Project") , said Project being more particularly set forth and described in Exhibit A hereto and by this reference incorpo- rated herein, and wishes to have Salt Lake City (the "Issuer") issue its industrial development revenue bonds to provide the construction and/or permanent financing for the construction and furnishing of the Project; and WHEREAS, the Issuer is authorized pursuant to the Utah Industrial Facilities Development Act, Sections 11-17-1 through 11-17-17, inclusive, Utah Code Annotated, 1953, as amended, to issue its industrial development revenue bonds to finance pro- jects suitable for industrial, manufacturing, business and pro- fessional office building facilities or any other business pur- poses; and WHEREAS, the Developer is reluctant to take steps toward the realization and completion of the Project without satisfactory assurance from the Issuer that the proceeds of the sale of the industrial development revenue bonds of the Issuer will be made available to finance the development of said Pro- ject; and WHEREAS, it is deemed necessary and advisable for the development, welfare and prosperity of the Issuer and its inhabitants that the Project be constructed, and that the Issuer take such action as may be required under applicable statutory provisions to authorize and issue its revenue bonds, to finance the cost thereof, in an amount not exceeding $3,250,000 and to authorize and issue its refunding bonds in the event the revenue bonds, at the election of the Developer, are issued for a short term of less than three years; and WHEREAS, a Memorandum of Agreement has been presented to the Issuer under the terms of which the Issuer agrees, sub- ject to the provisions of such Agreement, to issue its indus- trial development revenue bonds (referred to herein as "revenue bonds") to finance the construction and furnishing of the Pro- ject; and WHEREAS, it is considered necessary and desirable and in the best interest of said Issuer that execution of said Memorandum of Agreement be authorized for and on behalf of the Issuer; -5- 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 Issuer. Section 2. The Mayor of Salt Lake City is hereby authorized to execute and the City Recorder is hereby authorized to attest a Memorandum of Agreement with the Developer in substantially the form of such Agreement as was presented to this meeting and is attached hereto as Exhibit B or with such changes therein as shall be approved by the officers executing the same. Section 3. That the officers and employees of the Issuer are hereby authorized to take such further action as is necessary to carry out the intent and purpose of the Memorandum of Agreement as executed and to cause an aggre- gate principal amount of $3,250,000 or such lesser amount as may be necessary of its revenue bonds to be issued upon the terms and conditions stated in such Memorandum of Agreement and to cause its refunding bonds to be issued at a later date to refund such revenue bonds, in the event the revenue bonds are issued for a short term of less than three years, upon the terms and conditions stated in such Memorandum of Agreement, which Memorandum of Agreement is attached as Exhibit B hereto and by this reference made a part of this Resolution. Section 4. All resolutions and parts thereof in con- flict herewith are hereby repealed to the extent of such conflict. Section 5. The Recorder of Salt Lake City is hereby authorized and instructed to cause to be published in a newspaper qualified to carry legal notices having general circulation in Salt Lake City, Utah, this Resolution and any resolutions hereafter adopted by the City Council dealing with the issuance of the revenue bonds of Salt Lake City to finance the acquisition and construction of the Project. Section 6. The City Council considers that this Reso- lution is necessary and in the best interest of the Issuer, and therefore, it shall become effective immediately upon its approval and adoption. -6- Approved and adopted this 28th day of July, 1981. (CITY SEAL) CITY COUNCIL OF SALT LAKE CITY, UTAH BY , Y' .L /lC,tc�L�J t a c-, PALMER DePAULIS Council Chairman ATTES : C i ty Re r ere�L4.CtJt�GC-I EXHIBIT A TO RESOLUTION NO. 56 DESCRIPTION OF PROJECT The Project ("Project") consists of the purchase of approximately 7 1/2 acres of land within the boundaries of Salt Lake International Center and the construction, furnishing and equipping of a 40,000 square foot office and light manufac- turing facility thereon by Leeds & Northrup Company. The facility will be used by Leeds & Northrup Company for computer programming and development, the testing of large energy man- agement systems, and the manufacturing of associated equipment. EXHIBIT B TO RESOLUTION NO. 56 MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between SALT LAKE CITY, a body corporate and politic of the State of Utah (the "Issuer") and LEEDS & NORTHRUP COMPANY, a Delaware corporation authorized to do business in Utah (the "Developer"). -7- 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in this Agreement are the following: (a) The Issuer is a city of the State of Utah and a body corporate and politic and is authorized pursuant to Sections 11-17-1 through 11-17-17, inclu- sive, Utah Code Annotated, 1953, as supplemented and amended (the "Act") , to issue its industrial develop- ment revenue bonds (referred to herein as "revenue bonds") to finance certain industrial and commercial facilities. (b) The Developer intends to purchase approxi- mately 7 1/2 acres of land within the boundaries of the Salt Lake International Center and to construct, furnish and equip thereon a 40,000 square foot office and light manufacturing facility (the "Project") , which is more fully described in Exhibit "A" attached hereto and by this reference incorporated herein. The Developer has requested that the Issuer assist the Developer in financing all of the cost of the Project by issuing its revenue bonds. (c) The revenue bonds of the Issuer shall be limited obligations of the Issuer payable solely out of the amounts derived by the Issuer from the Devel- oper, and the Project shall be financed from the pro- ceeds of the sale of the revenue bonds in exchange for an agreement by the Developer to pay amounts suffi- cient to pay the principal of, premiums, if any, and interest on such revenue bonds. Such bonds shall not constitute nor give rise to a general obligation or liability of the Issuer or a charge against its general credit or taxing powers. (d) The Issuer finds that the financing as here- in described will be for a public purpose as set forth in the Act. Subject to due compliance with all requirements of law, by virtue of such authority as may now or hereafter be conferred, and subject to receipt of adequate assurance from the Developer that there are one or more purchasers for the bonds, the Issuer will issue and sell an aggregate principal amount of $3,250,000, or such lesser amount as may be necessary, of its revenue bonds to pay all of the costs of the Project. 2. Undertakings on the Part of the Issuer. Subject to the conditions above stated the Issuer agrees as follows: -8- (a) The Issuer will authorize the issuance and sale of the revenue bonds pursuant to its lawful and constitutional authority. (b) The Issuer will enter into a loan agreement with the Developer, whereby the Developer will pay to, or on behalf of the Issuer, such sums as shall be suf- ficient in the aggregate, to pay the principal of and interest and redemption premium, if any, on the reve- nue bonds as and when the same shall become due and payable; provided, however, that under all circum- stances the Developer shall be fully responsible for the debt represented by the revenue bonds. The repay- ment of the revenue bonds shall be the general obliga- tion of the Developer which shall be fully guaranteed by the parent corporation of the Developer, General Signal Corporation, a New York corporation. (c) The Issuer will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertak- ings or as it may deem appropriate in pursuant thereof. 3. Undertakings on the Part of the Developer. Sub- ject to the conditions above stated, the Developer agrees as follows: (a) The Developer will use all reasonable efforts to find one or more purchasers for the revenue bonds. (b) Contemporaneously with the delivery of the revenue bonds, the Developer will enter into a loan agreement with the Issuer, under the terms of which the Developer will obligate itself to pay to or on behalf of the Issuer sums sufficient in the aggregate to pay the principal of and interest and redemption premium, if any, on the revenue bonds as and when the same shall become due and payable; provided, however, that under all circumstances the Developer shall be fully responsible for the debt represented by the revenue bonds. The repayment of the revenue bonds shall be guaranteed by General Signal Corporation, as set forth in paragraph 2(b) above. The loan agreement shall require the Developer to indemnify the Issuer 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. (c) The Developer will take such further action as may be required to implement its aforesaid under- -9 takings or as it may deem appropriate in pursuance thereof. (d) The Developer will notify the Issuer as to whether the revenue bonds will be sold on open market through an underwriter or by private placement. If by private placement, the Developer, upon determination, will notify the Issuer as to who the purchaser or purchasers will be. A local banking institution will act as the trustee for the revenue bond issue, pro- vided that the local trustee will perform the func- tions of trustee for a fee no greater than the fee that would be charged by any non-local corporate trus- tee acceptable to the Developer and the purchasers of the revenue bonds that has expressed a willingness to serve in such capacity. (e) The Developer will submit for the Issuer's approval a summary of the assets of the Developer and of any related entities committed to the repayment of the revenue bonds. (f) If the revenue bonds will be purchased by an underwriter, the Developer will cause to be provided to the Issuer a summary of the underwriter's exper- ience in the placement of industrial revenue projects. 4. General Provisions. (a) All commitments of the Issuer under para- graph 2 hereof and of the Developer under paragraph 3 hereof are subject to the conditions that on or before three years from the date hereof (or such other date as shall be mutually satisfactory to the Issuer and the Developer) the Mayor of the Issuer and the Developer shall have agreed upon mutually acceptable terms for the revenue bonds and for the issuance, sale and delivery thereof and upon mutually acceptable terms and conditions for the loan agreement and other documents referred to in paragraphs 2 and 3 hereof. In the event the Developer determines at the time of the issuance of the revenue bonds that it is propi- tious to cause the revenue bonds to be issued for a short term, the outstanding principal balance of the revenue bonds at the time of redemption, at the election of the Developer, shall be refunded by refunding bonds issued by the Issuer pursuant to the provisions of § 11-17-6 of the Act, as the same may be modified or amended. At the Developer's election, the term for repayment of the refunding bonds may be as long as thirty years, repayable upon such terms and -10- conditions as are agreed upon between the Mayor of the Issuer and the Developer at the time of the issuance of the refunding bonds. (b) Whether or not the revenue bonds are issued or any transaction contemplated by this Agreement is consummated, the Developer shall pay to the Issuer $1000 upon the execution of this Agreement for the reasonable and necessary costs and expenses incurred by the Issuer in connection with the execution of this Agreement. The Developer agrees that it will pay the Issuer an additional fee of $1500 upon the issuance of the revenue bonds 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 Issuer may incur at the Devel- oper's request arising from the performance by the Issuer of its obligations hereunder and this Agreement shall thereupon terminate. (c) The Salt Lake City Attorney shall have the right to review the final documentation prepared in connection with the issuance of the revenue bonds in order to ascertain that the requirements of this Agreement have been satisfied. The approval of the bond documentation by the Salt Lake City Attorney shall not be unreasonably withheld. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement by their officers thereunto duly authorized as of the 28th day of July, 1981. (CITY SEAL) SALT LAKE CITY, SALT LAKE COUNTY, UTAH By TED L. WILSON, Mayor Attest: Salt Lake City Recorder LEEDS & NORTHRUP COMPANY, a Delaware corporation By Its -11- EXHIBIT A TO MEMORANDUM OF AGREEMENT DESCRIPTION OF PROJECT The Project ("Project") consists of the purchase of approximately 7 1/2 acres of land within the boundaries of the Salt Lake International Center and the construction, furnishing and equipping of a 40,000 square foot office and light manufac- turing facility thereon by Leeds & Northrup Company. The facility will be used by Leeds & Northrup Company for computer programming and development, the testing of large energy man- agement systems, and the manufacturing of associated equipment. (Other business not pertinent to the above appears in the minutes.) Pursuant to motion duly made and carried, the meeting was adjourned. WA., a PALMER DePAULIS Council Chairman (CITY SEAL) Attest Sal Lak ity Recorder -12- STATE OF UTAH . ss. COUNTY OF SALT LAKE ) I, Kathryn Marshall, 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 public meeting of the City Council of Salt Lake City, Utah, held on July 28, 1981, insofar as said minutes pertain to the matters therein set out, and attached hereto is a true and correct copy of a resolution adopted at said meeting. IN WITNESS WHEREOF, I have hereunto subscribed my official signature and impressed hereon the seal of Salt Lake City, Utah, this 28th day of July, 1981. Salt Lak City Recorder (CITY SEAL) -13- EXHIBIT A NOTICE OF REGULAR MEETING OF THE CITY COUNCIL OF SALT LAKE CITY, UTAH PUBLIC NOTICE is hereby given that the City Council of Salt Lake City, Utah will hold a regular meeting at its regular place of meeting in Salt Lake City, Utah commencing at 5:00 p.m., on Tuesday, the 28th day of July, 1981. At the meeting a matter concerning the issuance of the industrial development revenue bonds of Salt Lake City will be considered as an item of the agenda of said meeting, as follows: The adoption of a resolution expressing the intent of Salt Lake City to issue its Industrial Development Revenue Bonds in an amount of up to $3,250,000.00 to finance the purchase of approximately 7 1/2 acres of land within the boundaries of Salt Lake International Center and the construction, furnishing and equipping of a 40,000 square foot office and light manufacturing facility by Leeds & Northrup Company, a Delaware corporation, and authorizing the execution of a Memorandum of Agreement between Salt Lake City and Leeds & Northrup Company in connection therewith. CITY COUNCIL OF SALT LAKE CITY, SALT LAKE COUNTY, UTAH By alt L e City Recorder -14- MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between SALT LAKE CITY, a body corporate and politic of the State of Utah (the "Issuer") and LEEDS & NORTHRUP COMPANY, a Delaware corporation authorized to do business in Utah (the "Developer") . 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in this Agreement are the following: (a) The Issuer is a city of the State of Utah and a body corporate and politic and is authorized pursuant to Sections 11-17-1 through 11-17-17, inclu- sive, Utah Code Annotated, 1953, as supplemented and amended (the "Act"), to issue its industrial develop- ment revenue bonds (referred to herein as "revenue bonds") to finance certain industrial and commercial facilities. (b) The Developer intends to purchase approxi- mately 7 1/2 acres of land within the boundaries of the Salt Lake International Center and to construct, furnish and equip thereon a 40,000 square foot office and light manufacturing facility (the "Project") , which is more fully described in Exhibit "A" attached hereto and by this reference incorporated herein. The Developer has requested that the Issuer assist the Developer in financing all of the cost of the Project by issuing its revenue bonds. (c) The revenue bonds of the Issuer shall be limited obligations of the Issuer payable solely out of the amounts derived by the Issuer from the Devel- oper, and the Project shall be financed from the pro- ceeds of the sale of the revenue bonds in exchange for an agreement by the Developer to pay amounts suffi- cient to pay the principal of, premiums, if any, and interest on such revenue bonds. Such bonds shall not constitute nor give rise to a general obligation or liability of the Issuer or a charge against its general credit or taxing powers. (d) The Issuer finds that the financing as here- in described will be for a public purpose as set forth in the Act. Subject to due compliance with all requirements of law, by virtue of such authority as may now or hereafter be conferred, and subject to receipt of adequate assurance from the Developer that there are one or more purchasers for the bonds, the • Issuer will issue and sell an aggregate principal amount of $3,250,000, or such lesser amount as may be necessary, of its revenue bonds to pay all of the costs of the Project. 2. Undertakings on the Part of the Issuer. Subject to the conditions above stated the Issuer agrees as follows: (a) The Issuer will authorize the issuance and sale of the revenue bonds pursuant to its lawful and constitutional authority. (b) The Issuer will enter into a loan agreement with the Developer, whereby the Developer will pay to, or on behalf of the Issuer, such sums as shall be suf- ficient in the aggregate, to pay the principal of and interest and redemption premium, if any, on the reve- nue bonds as and when the same shall become due and payable; provided, however, that under all circum- stances the Developer shall be fully responsible for the debt represented by the revenue bonds. The repay- ment of the revenue bonds shall be the general obliga- tion of the Developer which shall be fully guaranteed by the parent corporation of the Developer, General Signal Corporation, a New York corporation. (c) The Issuer will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertak- ings or as it may deem appropriate in pursuant thereof. 3. Undertakings on the Part of the Developer. Sub- ject to the conditions above stated, the Developer agrees as follows: (a) The Developer will use all reasonable efforts to find one or more purchasers for the revenue bonds. (b) Contemporaneously with the delivery of the revenue bonds, the Developer will enter into a loan agreement with the Issuer, under the terms of which the Developer will obligate itself to pay to or on behalf of the Issuer sums sufficient in the aggregate to pay the principal of and interest and redemption premium, if any, on the revenue bonds as and when the same shall become due and payable; provided, however, that under all circumstances the Developer shall be fully responsible for the debt represented by the revenue bonds. The repayment of the revenue bonds -2- • shall be guaranteed by General Signal Corporation, as set forth in paragraph 2(b) above. The loan agreement shall require the Developer to indemnify the Issuer 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. (c) The Developer will take such further action as may be required to implement its aforesaid under- takings or as it may deem appropriate in pursuance thereof. (d) The Developer will notify the Issuer as to whether the revenue bonds will be sold on open market through an underwriter or by private placement. If by private placement, the Developer, upon determination, will notify the Issuer as to who the purchaser or purchasers will be. A local banking institution will act as the trustee for the revenue bond issue, pro- vided that the local trustee will perform the func- tions of trustee for a fee no greater than the fee that would be charged by any non-local corporate trus- tee acceptable to the Developer and the purchasers of the revenue bonds that has expressed a willingness to serve in such capacity. (e) The Developer will submit for the Issuer's approval a summary of the assets of the Developer and of any related entities committed to the repayment of the revenue bonds. (f) If the revenue bonds will be purchased by an underwriter, the Developer will cause to be provided to the Issuer a summary of the underwriter's exper- ience in the placement of industrial revenue projects. 4. General Provisions. (a) All commitments of the Issuer under para- graph 2 hereof and of the Developer under paragraph 3 hereof are subject to the conditions that on or before three years from the date hereof (or such other date as shall be mutually satisfactory to the Issuer and the Developer) the Mayor of the Issuer and the Developer shall have agreed upon mutually acceptable terms for the revenue bonds and for the issuance, sale and delivery thereof and upon mutually acceptable terms and conditions for the loan agreement and other documents referred to in paragraphs 2 and 3 hereof. -3- In the event the Developer determines at the time of the issuance of the revenue bonds that it is propi- tious to cause the revenue bonds to be issued for a short term, the outstanding principal balance of the revenue bonds at the time of redemption, at the election of the Developer, shall be refunded by refunding bonds issued by the Issuer pursuant to the provisions of § 11-17-6 of the Act, as the same may be modified or amended. At the Developer's election, the term for repayment of the refunding bonds may be as long as thirty years, repayable upon such terms and conditions as are agreed upon between the Mayor of the Issuer and the Developer at the time of the issuance of the refunding bonds. (b) Whether or not the revenue bonds are issued or any transaction contemplated by this Agreement is consummated, the Developer shall pay to the Issuer $1000 upon the execution of this Agreement for the reasonable and necessary costs and expenses incurred by the Issuer in connection with the execution of this Agreement. The Developer agrees that it will pay the Issuer an additional fee of $1500 upon the issuance of the revenue bonds 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 Issuer may incur at the Devel- oper's request arising from the performance by the Issuer of its obligations hereunder and this Agreement shall thereupon terminate. (c) The Salt Lake City Attorney shall have the right to review the final documentation prepared in connection with the issuance of the revenue bonds in order to ascertain that the requirements of this Agreement have been satisfied. The approval of the bond documentation by the Salt Lake City Attorney shall not be unreasonably withheld. -4- IN WITNESS WHEREOF, the parties hereto have entered into this Agreement by their officers thereunto duly authorized as of the 28th day of July, 1981. (CITY SEAL) SALT LAKE CITY, ALT LAKE COUNTY,; H By L. WILSON, Mayor Attest: ')a .L, Salt La City Recorder LEEDS & NORTHRUP COMPANY, a Delaware corporation By It YSTEMS UNIT PRESIDENT -5- EXHIBIT A TO MEMORANDUM OF AGREEMENT DESCRIPTION OF PROJECT The Project ("Project") consists of the purchase of approximately 7 1/2 acres of land within the boundaries of the Salt Lake International Center and the construction, furnishing and equipping of a 40,000 square foot office and light manufac- turing facility thereon by Leeds & Northrup Company. The facility will be used by Leeds & Northrup Company for computer programming and development, the testing of large energy man- agement systems, and the manufacturing of associated equipment. -6- Resolution No. 56 By CITY COUNCIL 500(1*)P)N 0( Resolution approving the Industrial Revenue Bond application submitted by Leeds & Northrup Co. for an office & light manufacturing facility.