58 of 1979 - A resolution authorizing the issuance of $1,000,000 Industrial Development Revenue Bonds to American September 18, 1070
lionormble Jennings Phillips, Jr.
Commissioner of Public Affairs and Finance
11 City and County Building
Salt lake City, Utah
Dear Commissioner Phillips:
The Board of City Commissioners, at its meeting today, passed Resolution
Nc. 65 cf 1979, supplementing Resolution No. 58 adopted by the Board of
Commissioners of the City of Salt bake City, Utah, authorizing the issuance
cf S1,000,000 principal amount of said City's industrial Development Revenue
Bonds, Qeries August 1, 191'9 (American farts System, Inc. Project),
authorizing said City to enter Into a mortgage and indentzre of trust w.tb
Walker Pank&Trust Company and a lease with American Parts System, Inc.,
And appro:irz the form of a guaranty agreement between 1.me;i'.:n Fart,.
System, Inc. and Walker Bank&Trust Company.
Yours truly,
City L;ecorr+'er
ms
CC:
f ttdltor Attorney
Treasurer
kir. Win
_#'ices
NI
RESOLUTION AUTHORIZZpIgNpG THE CITY OF SALT LAKE
INDUSTRIAL TO
REVENUE BON SERIES
AUGUST 1,1979(AMERICAN PARTS SYSTEM,INC.PRO-
JECT),FOR THE PURPOSE OF PROVIDING FUNDS TO PAY
THE COST OF PURCHASING AND CONSTRUCTING A
PROJECT TO BE LEASED AND OTHERWISE DISPOSED OF
TO AMERICAN PARTS SYSTE INC.:AUTHORIZING THE
CITY TO ENTER INTOA MORTGAGE AND INDENTURE OF
TRUST WITH WALKER BANK&TRUST COMPANY;AU-
THORIZING THE CITY TO ENTER INTO A LEASE WITH
AMERICAN PARTS SYSTEM,INC.;AND APPROVING THE
FORM OF GUARANTY AGREEMENT BETWEEN A.P.S.,INC.
AND WALKER BANK&TRUST COMPANY.
WHEREAS,the City of Salt Lake City,Utah(the"City"),Is
authorized by Title II,Chapter 17,of the Utah Code Annotated,
1953,as amended(hereinafter referred to as the"Act")to
;oulre, whether by construction, purchase, devise, gift,
Milano.oruc,improve.
maintain,eou1Paand furnish one or projects,se,end to construct, including land,
buildings or other improvements end all real end personal
propertles Including toll nal limited to machinery and equipment
deemed necessary In connection therewith,.oIIW le for manufac-
uriRynmercial or�tr purooses,and
WHEEAS pursuant to Me provisions t City is
the
authorizedI r it I.hereby band,determi
ned pt revenue ined and declared to be
advisable and for the best Interests and for the**fare of the City
and Its inhabltants that Industrial revenue bonds of the City be
fug an�,won r�ms ein�1M) t authoring
nand In the indenture hereinafter conditions
�the
cPoselh'luy the of dr�sng caetructinga facility,including reall estate, li e*
Improve-
ments,fixtures,mKNnery and equlnonent(the"Protect"),to be
leased to American Parts System,Inc.,a Delaware corporation
(the"Company');and
WHEREAS,
Coms missioners
• now find,de in Ndeclarettait�ideiirablfor the
Improvement of the economic welfare of the City and Its people
Mat the City Issue its Industrial Development Revenue Bads,
Series
t1 1979 i rrclouftidated August ,1979, n fhepri principal of$1,00BA00( e
"Bonds"),for the purpose of purchaskq and constructing the
Protect and etas the City lease the Protect to the Company;and
WHEREAS,In connection with the issuance of the Bonds and
the leave of the Project to the Company,the Board of
CommissionersN tItya�adlares aIoory ���the determine;
authorized onfernto.Mortgage and Indenture of Trust dated as of August 1,1979(the
"Indenture"),with Walker Bank&Trust Company,Salt Lake
City,nUttah(the'Trustee"),for the purpose 0)Issuing and
as
h0ererinofM provWM Ihe Bonds aaaid any
thereunder
neou Iyuw�Me
execution and delivery of the Indenture,to enter Into a Leese,
dated
nder whicchf glee uCltyt will9pquunrchasee me)truct tteProte Land
u 111 lease the Protect to the Company In consideration of rentals
which will be sufficlam to no,the olncipal of,redemption
Premium,If any,end interest on the Bads;
NOW,THEREFORE,BE IT RESOLVED BY THE BOARD
OF COMMISSIONERS OF THE CITY OF SALT LAKE CITY,
UTAH,AS FOLLOWS:
Section
Purchase
Is hereby Authority
to purchase n *hut te
Protect,all in the mentor and as more particularly described in
the Indenture and the Lease.
Section Z.Authorization 00 and Security for the Bads.The
City Is
al�Iddlnauthorized
f nds 110 to pay the�of he Bonds
In thei
ag▪gregate principal amount me of SI,000000,with such
repayment,redempton and other terms and conditions,and
hen ll1 ct Me such
provisions,covenants and agreertents,as are set
Thee principal of,redemption Premium,If any,interest on
mNa the rrentalls to cost be nod fiathee CCitob the shall
pent pursusuaant
itoge�therrwith provisions
best there Leaseon,and
be llimmited obll�ONidof
the City and shall not constitute or give rise to a general
obligation or liability of the City or a charge against Its general
Credit o taxing powers.
bacon S.Form of Bores.The CM shall Issue the Bonds in
the form as submitted to and reviewed by the City on the date
hereof and an set form In the Indenture,with such Wipes
therein as shall be approved by the reeresentetives of the City
o teanorfi r,bncoWesaleovlwhee manual ecsnnIebe conclusive their thereon,
thereof.
Section 4.Execution and Authentkatlon of Bonds.TM Mayor
end City Recorder of the City are herfty authorized and directed
hereirb�referred e Bonds foruthend to tication for a Me nd ono beleifa the
City In the manner provided In the indenture.
authorized to enter into the indenture,In substantially Indenture.The the f Is orm
attached to this Resolution end marked Exhibit"A",weer
which The Me revenues derivedl�edtheiPreoiM to the Trust the ee for t o
benefit of the holders of the Balls upon the terms and condition
as
orth In
id ibypr 1A such Ci� gs shall be approved by the of reesentatives of e Ci0cutin
the lsverepresentatives' e ores therm Witq
conclusive evidence of their approval thereof
Section 6. Authorization of Lease.The City is hereby
authorized to enter Into the Lease,in substantially the farm
attached to this Resolution end marked Exhibit"B",under
• MCinfoIem Company
ththe
terms
conditions as set forth n aalf of a wiuch
charges therein as shah be approved by the representatives of
the City executing the Lease,sod,representatives'slanstures
thereon being conclusive evidence of their approval thereof.
Agreeslent,dat offlAuguGst 1,1979 purrsu nt o wthldh A.P..,,
Inc..a Delaware corooretlon,Iehmnditionelly guaryanntteeeels to the
Trustee,
of and interest r of reedKMtionnpremi the
If env,on the
Bonds,is herebyattached approved
in the form attaed to this Resolution
and rked Exhibit"C".which Guaranty Aareertent the
Trustee is authrized to accept.with such Barges therein as
shell be approved by the Trustee,Its execution thereof to be
conclusive evidence of its approval thereof.
Section 8.Execution of Indenture and Lease.The Mayor of
the e and deliver
the City
Indenture ais nd the Leese authorized for and on behalf directed to o are es the ect
end deed of the City.The C Recorder Is hereby authorized and
directedOtt to attest the execution of the Indenture and the Lease,
and to affix the seal of the City thereto.
SectionTrustee of the pub price of ail orr any part ofr Mel prOoppem
subiecf to the lease,title to said properly shell be transferred
and conveyed to Me Company as provided In the Lease,end the
Mayor end other aowoorlete officers of the City are hereby
authorised and directed to execute such deeds,bills of sale and
other Instruments as may be necessary to effect such conveyance
end transfer.
Secteiea �e~aC1uenieted�icers
and agents City e eu shall,
directed take
such 'Atha, expend such tutus and execute such other
d 'Atha,omonts,certificates and instrumets as may be necessary or
Resolution ancarry
too carryy out,out s comply with and pteeerfor�im fife dutiese
of the City with respect to the Bags,the Indenture and the
Lease.
hoick from aion nd afeMIts passagve e This the Board off shell
gem ssWMR,
its execution by the Mentor'the City all its being recorded Intl*
office of the City Recorder of the City.
ADOPTED by the Board of Commissioners this 14th day of
Auaust.1979.
TED L.W I MeLSON
vor
ATTEST:
MILDRED V.HIGHAM
City Recorder
Publishedlelted August 17,1979 lA-S71
ROLL CALL
VOTING Aye Nay
Mr.Chairman
Agraz
Greener ✓/
Campbell
✓
Phillips
Result
RESOLUTION NO. 58
RESOLUTION AUTHORIZING THE CITY OF SALT LAKE
7u
CITY, UTAH, TO ISSUE $1,000,000 PRINCIPAL
AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE �•�
BONDS, SERIES AUGUST 1, 1979 (AMERICAN PARTS
SYSTEM, INC. PROJECT), FOR THE PURPOSE OF
PROVIDING FUNDS TO PAY THE COST OF PURCHASING
AND CONSTRUCTING A PROJECT TO RE LEASED AND
OTHERWISE DISPOSED OF TO AMERICAN PARTS
SYSTEM, INC.; AUTHORIZING THE CITY TO ENTER
INTO A MORTGAGE AND INDENTURE OF TRUST WITH
WALKER BANK & TRUST COMPANY; AUTHORIZING THE
CITY TO ENTER INTO A LEASE WITH AMERICAN PARTS
SYSTEM, INC.; AND APPROVING THE FORM OF
GUARANTY AGREEMENT BETWEEN A.P.S., INC. AND
WALKER BANK E TRUST COMPANY.
WHEREAS, the City of Salt Lake City, Utah (the "City"),
is authorized by Title 11, Chapter 17, of the Utah Code Annotated,
1953, as amended (hereinafter referred to as the "Act") to ac-
quire, whether by construction, purchase, devise, gift, exchange
or lease, and to construct, reconstruct, improve, maintain, equip
and furnish one or more projects, including land, buildings or
other improvements and all real and personal properties including
but not limited to machinery and equipment deemed necessary in
connection therewith, suitable for manufacturing, warehousing,
commercial or industrial purposes; and
WHEREAS, pursuant to the provisions of the Act, the City
is authorized to issue industrial development revenue bonds of the
City, and it is hereby found, determined and declared to be advis-
able and for the best interests and for the welfare of the City
and its inhabitants that industrial revenue bonds of the City be
authorized and issued, upon such terms and conditions as are set
forth herein and in the Indenture (as hereinafter defined), for
the purpose of providing funds to pay the cost of purchasing and
constructing a facility, including real estate, buildings, im-
provements, fixtures, machinery and equipment (the "Project"), to
be leased to American Parts System, Inc., a Delaware corporation
(the "Company"); and
WHEREAS, the Board of Commissioners has heretofore and
does now find, determine and declare that it is desirable for the
improvement of the economic welfare of the City and its people
that the City issue its Industrial Development Revenue Bonds,
Series August 1, 1979 (American Parts System, Inc. Project), dated
August 1, 1979, in the principal amount of $1,000,000 (the
"Bonds"), for the purpose of purchasing and constructing the
Project and that the City lease the Project to the Company; and
WHEREAS, in connection with the issuance of the Bonds
and the lease of the Project to the Company, the Board of
Commissioners further finds, determines and declares that it is
necessary and desirable that the City be authorized to enter into
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a Mortgage and Indenture of Trust dated as of August 1, 1979 (the
"'Indenture"), with Walker Bank E Trust Company, Salt Lake-City:
Utah (the "Trustee"), for the purpose of issuing and securing the
Bonds and any other bonds issued thereunder as hereinafter pro-
vided, and be authorized, simultaneously with the execution and
delivery of the Indenture, to enter into a Lease, dated as of
August 1, 1979 (the "Lease"), with the Company under which the
City will purchase and construct the Project and will lease the
Project to the Company in consideration of rentals which will be
sufficient to pay the principal of, redemption premium, if any,
and interest on the Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
COMMISSIONERS OF THE CITY OF SALT LAKE CITY, UTAH, AS FOLLOWS:
Sec o 1. l smiSY_i.2_purahlae_aul_24natracttha
Project. The City is hereby authorized to purchase and construct
the Project, all in the manner and as more particularly described
in the Indenture and the Lease.
Sectjon 2. 11.1122LIzet ,oO-2feQd Secur=_EOLthg_2211 . .
The City is hereby authorized to issue and sell the Bonds for the
purpose of providing funds to pay the cost of the Project, in the
aggregate principal amount of 51,000,000, with such interest,
repayment, redemption and other terms and conditions, and subject
to such provisions, covenants and agreements, as are set forth in
the Indenture.
The principal of, redemption premium, if any, interest
on and any other cost or expense of the Bonds shall be payable
solely out of the rentals to be paid to the City by the Company
pursuant to the provisions of the Lease and the Indenture. The
Bonds, together with any interest thereon, shall be limited
obligations of the City and shall not constitute or give rise to a
general obligation or liability of the City or a charge against
its general credit or taxing powers.
Section 3. Fogm of Bolds. The City shall issue the
Bonds in the form as submitted to and reviewed by the City on the
date hereof and as set forth in the Indenture, with such changes
therein as shall be approved by the representatives of the City
executing the Bonds, such representatives' signatures thereon,
whether manual or facsimile, being conclusive of their approval
thereof.
Section 4. Execution ili_Lathenticattgg_gt Bgpdg. The
Mayor and City Recorder of the City are hereby authorized and
directed to execute the Bonds ani to deliver the Bonds to the
Trustee hereinafter referred to for authentication for and on be-
half of the City in the manner provided in the Indenture.
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again a. AuthoLizat;,Qr_of_jndgn=e. The City is
'hereby authorized to enter into the Indenture, in substantially
the form attached to this Resolution and marked Exhibit "A", under
which the City shall mortgage, pledge and assign the Project and
the revenues derived from the Project to the Trustee for the bene-
fit of the holders of the Bonds upon the terms and conditions as
set forth in said form of Indenture, with such changes therein as
shall be approved by the representatives of the City executing the
Indenture, such representatives' signatures thereon being
conclusive evidence of their approval thereof.
Section 6. AuttoLizat,i l_oi_TLg_aal. The City is hereby
authorized to enter into the Lease, in substantially the form at-
tached to this Resolution and marked Exhibit "B", under which the
City shall lease the Project to the Company upon the terms and
conditions as set forth in said form of Lease, with such changes
therein as shall be approved by the representatives of the City
executing the Lease, such representatives' signatures thereon
being conclusive evidence of their approval thereof.
SectiQ11_7. ADgrova €_laaLgniy_Ag=gzmeni. The
Guaranty Agreement, dated as of August 1, 1979, pursuant to which
A.P.S., Inc., a Delaware corporation, unconditionally guarantees
to the Trustee, for the benefit of the bondholders, the payment of
the principal of and interest and redemption premium, if any, on
the Bonds, is hereby approved in the form attached to this
Resolution and marked Exhibit "C", which Guaranty Agreement the
Trustee is authorized to accept, with such changes therein as
shall be approved by the Trustee, its execution thereof to be con-
clusive evidence of its approval thereof.
Sect•3Q2_8. Execytign_Qf_iLdegili=g and Leggg. The Mayor
of the City is hereby authorized and directed to execute and de-
liver the Indenture and the Lease for and on behalf of and as the
act and deed of the City. The City Recorder is hereby authorized
and directed to attest the execution of the Indenture and the
Lease, and to affix the seal of the City thereto.
SecttoLLI. Conv_gyance oi_PrQid= Upon receipt by the
Trustee of the purchase price of all or any part of the property
subject to the Lease, title to said property shall be transferred
and conveyed to the Company as provided in the Lease, and the
Mayor and other appropriate officers of the City are hereby au-
thorized and directed to execute such deeds, bills of sale and
other instruments as may be necessary to effect such conveyance
and transfer.
Sec$ on 10. FgLt,]lgL Aatjlorita. The City shall, and the
officers and agents of the City are hereby authorized and directed
to, take such action, expend such funds and execute such other
documents, certificates and instruments as may be necessary or de-
sirable to carry out and comply with the intent of this Resolution
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and to carry out, comply with and perform the duties of the City
"with respect to the Bonds, the Indenture and the Lease.
Section 11. EffeQt ve_Date. This Resolution shall be
in full force from and after its passage by the Board of
Commissioners, its execution by the Mayor of the City and its
being recorded in the office of the City Pecorder of the City.
ADOPTED by the Board of Comm' loners this 14th_ day of
August , 1979.
ATTEST: Mayor
City Recorder
Published August 17, 1979
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Resolution No. 58
I By Jennings Phillips. Jr.
COMMISSIONER
\ Authorizing the issuance of$1,000,000
Industrial Development Revenue Bonds
to American Parts System, Inc.
1
Presented to the Board of Commissioners
AND PASSED
AU G 14 1979
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?lama 7.0mAdegaito
CITY RKA"-'
1
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