61 of 1981 - A RESOLUTION PROVIDING FOR THE ISSUANCE OF CITY OF SALT LAKE CITY, UTAH, INDUSTRIAL DEVELOPMENT REVE ,T
Resolution No.
• By City Council
COMMISSIONER
Providing for the issuance of
Industrial Development Revenue Bonds
to Eaton Metal Products Company
for expanding industrial and
manufacturing facilities at 844 South
Chestnut. (Report 49 of 1981
from Finance)
'A r
Sit l.a', ~. D AS To Fo
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CERTIFIED RECORD
OF
PROCEEDINGS
OF
THE CITY COUNCIL
OF
THE CITY OF SALT LAKE CITY , UTAH
RELATING TO
A RESOLUTION
PROVIDING FOR THE ISSUANCE
OF ITS
INDUSTRIAL DEVELOPMENT REVENUE BONDS
(EATON METAL PRODUCTS COMPANY PROJECT)
SERIES 1981
STATE OF UTAH ) •
CCUNTY OF SALT LAKE ) ss .
CITY OF SALT LAKE' CITY )
The City Council of the City of Salt Lake City, Salt Lake County,
Utah , held a regular meeting at the City and County Building , Salt
Lake City, Utah , on Tuesday, the 4th day of August , 1981 , at the hour
of 5 : 00 p .m .
The following members of the City Council were present :
Name Title
Palmer DePaul is Chairman
Ione Davis Member
Sydney Feed Fonnesbeck Member
Edward W. Parker Member
Alice Shearer Member
Fonald J. Whitehead Member
The following members of the City Council were absent :
Grant Mabey
The following persons were also present :
Ted L. Wilson , Mayor
Kathryn Marshall , City Recorder
Roger Cutler , City Attorney
Thereupon , Council Member Shearer introduced and moved the passage
of •the following Fesolution :
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RESOLUTION
A RESOLUTION PROVIDING FOR THE ISSUANCE OF CITY OF
SALT LAKE CITY, UTAH , INDUSTRIAL DEVELOPMENT
REVENUE BONDS (EATON METAL PRODUCTS COMPANY PRO-
JECT) , SERIES 1981 , FOR THE PURPOSE OF EXPANDING
INDUSTRIAL AND MANUFACTURING FACILITIES ; AND
AUTHORIZING THE PREPARATION OF DOCUMENTS AND
INSTRUMENTS RELATING THERETO .
WHEREAS, the City of Salt Lake City, Salt Lake County, Utah ( the
Municipality) , acting by and through its City Council ( the Council ) ,
is authorized by the provisions of the Utah Industrial Facilities
Development Act , § 11-17-1 et. seq. , Utah Code Annotated 1953, as
amended ( the Act) , to finance or acquire , to construct , reconstruct ,
improve , maintain , equip and furnish and to sell , lease or otherwise
dispose of "projects" ( as defined by the Act) to achieve greater
industrial development in the State of Utah and in the Municipality,
and the Municipality is further authorized thereby to issue revenue
bonds for the purpose of defraying the cost of financing , acquiring ,
constructing , reconstructing , improving , maintaining , equipping or
furnishing such "projects" ; and
WHEREAS , Eaton Metal Products Company, a Colorado corporation ( the
Company) , proposes to acquire , construct , improve , and equip
expansions to its industrial and manufacturing facilities ( the
Froject) , located within the Municipality ; and
WHEREAS , the Company has represented to the Municipality that the
Project will be designed to qualify as a "project" within the meaning
of the Act; and
WHEREAS , the Company has requested the Municipality to issue and
sell its revenue bonds ( the Bonds) pursuant to the provisions of the
Act for the purpose of financing the Project ; and
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WHEREAS , the Municipality considers that the financing of • the
Project will help to achieve greater industrial development in the
State of Utah and in the Municipality and will protect and promote the
health, welfare and safety of the citizens of the State of Utah and
the Municipality; and
WHEREAS , prior to the issuance of the Bonds the Municipality will
consider and approve by resolution the final details of the Bonds and
will authorize and approve , subject to the conditions of this
Resolution, all acts and the execution of all documents and
instruments necessary or desirable in connection with the issuance
thereof .
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SALT LAKE CITY,
UTAH, THAT:
Section 1. The Council hereby finds , intends and declares that
this Resolution shall constitute its official binding commitment to
issue the Bonds, subject to the terms hereof and thereof , and that the
adoption of this Resolution is and constitutes the taking of
affirmative official action by the Municipality, acting by and through
the Council , toward the issuance of the Bonds .
Section 2 . In order to insure the completion of the Project and
the public benefit which is expected from the operation thereof , the
Municipality, subject to the terms and conditions of the Memorandum of
Agreement between the Municipality and the Company attached hereto as
Exhibit A ( the Memorandum of Agreement) and by this reference made a
part hereof, will from time to time issue the Bonds pursuant to the
provisions of the Act in a principal amount necessary to pay the cost
of financing the Project , together with the costs incident to the
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authorization , issuance and sale of the Bonds , which Bonds will not
exceed in aggregate principal amount the sum of $10 , 000 ,000 .
Section 3. The Bonds shall bear such interest rates , be in such
denominations , bear such dates , mature at such dates , be in such form,
carry such registration privileges , be executed in such manner , be
payable at such place and be subject to such terms of redemption
consistent with the Act as shall be authorized and approved by
subsequent resolution of the Council adopted prior to the issuance of
the Bonds .
Section 4 . Any note , mortgage , trust indenture , deed of trust ,
lease , sublease , installment purchase agreement , loan agreement ,
security agreement , rental agreement , option to purchase , or other
agreement or security device , or any combination thereof, entered into
in connection with the financing of the Project ( the Financing
Agreements) and any other documents relating to the Project and the
Bonds shall also be authorized and approved prior to the issuance of
the Bonds .
Section 5 . The proceeds of the Bonds will be used to finance the
Project . The major components of the Project are described in a
schedule attached hereto as Exhibit B and by this reference made a
part hereof .
Section 6 . The Municipality will enter into mutually agreeable
Financing Agreements with the Company with respect to the Project as
more fully described in the Memorandum of Agreement .
Section 7 . The form of the Memorandum of Agreement is hereby
approved , and the Mayor and the Acting City Recorder are hereby
authorized and directed to execute the Memorandum of Agreement on
behalf of the Municipality.
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Section 8 . The entire cost of financing the Project will •be paid
from the proceeds of the sale of the Ponds or from other Company
funds . The Eonds will not be general obligations of the Municipality.
Neither shall the the Ponds , including interest thereon , constitute
the debt or indebtedness of the Municipality within the meaning of any
limitation of the Constitution or statutes of the State of Utah nor
give rise to a pecuniary liability of the Municipality or a charge
against its general credit or taxing powers . The Eonds shall be
payable solely from and secured by a pledge of the revenues derived
from and payable pursuant to the Financing Agreements .
Section 9 . Nothing contained in this Pesolution or the Memorandum
of Agreement shall constitute a debt or indebtedness of the
Municipality within the meaning of the Constitution or statutes of the
State of Utah nor give rise to a pecuniary liability of the
Municipality or a charge against its general credit or taxing powers .
Section 10. This Pesolution shall take effect on passage .
PASSED this 4th day of August , 1981 .
CITY OF SALT LAKE CITY, UTAP
Ey Fi b ��f ad,.
Chairman
( CITY )
( SEAL )
ATTEST:
Pec der
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•
The motion was seconded by Council Member Fonnesbeck , and 'the
question being upon the passage of this Fesolution , the roll was
called with the following result :
Council Members voting YES :
Palmer De Paul is
Ione Davis
Sydney Reed Fonnesbeck
Edward W. Parker
Alice Shearer
Fonald J. Whitehead
Council Members voting NC:
The Mayor thereupon declared that a majority of the members of the
City Council present having voted in favor thereof , the motion was
carried and the Resolution was duly passed .
After the consideration of other business to come before the City
Council the meeting was adjourned .
dt-ot-e-e .
Ci y Pe r er77
( CITY )
( SEAL )
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•
Exhibit A
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is between the City of Salt Lake
City, Utah ( the Municipality) , and Eaton Metal Products Company, a
Colorado corporation ( the Company) .
1 . Preliminary Statement . Among the matters of mutual
inducement which have resulted in the execution of this Memorandum of
Agreement are the following :
( a) The Municipality is authorized and empowered by the
provisions of the Utah Industrial Facilities Development Act ,
§ 11-17-1 et . sea. , Utah Code Annotated 1953 , as amended ( the
Act) , to finance or acquire , to construct , reconstruct , improve ,
maintain , equip , furnish , and to sell , lease or otherwise dispose
of "projects" ( as defined by the Act) to achieve greater
industrial development in the State of Utah and in the
Municipality, to issue revenue bonds for the purpose of defraying
the cost of financing , acquiring , constructing , reconstructing ,
improving , maintaining , equipping or furnishing such "projects" ,
and to enter into agreements with respect to the financing of such
facilities upon such terms and conditions as the City Council of
the Municipality ( the Council ) deems advisable .
( b) In order to provide such facilities , the Company pro-
poses to acquire , construct , improve , and equip expansions to its
• industrial and manufacturing facilities ( the Project) .
( c) The Municipality has indicated its willingness to
proceed with the issuance of revenue bonds ( the Bonds) as provided
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by. the Act to finance the Project and has advised 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 Municipality will issue the Bonds pursuant
to the Act , in one or more series , in a principal amount
sufficient to pay the costs of financing the Project, together
with the costs and expenses of issuance and sale of the Bonds,
which Bonds will not exceed in aggregate principal amount the sum
of $10 , 000 , 000 .
( d) The Municipality considers that the financing of the
Project and the entering into of agreements relating to the
Project , such as a note , mortgage , trust indenture , deed of trust ,
lease , sublease , installment purchase agreement , loan agreement ,
security agreement , rental agreement , option to purchase or other
necessary documents ( the Financing Agreements) with the Company
with respect to the Project will help to achieve greater
industrial development in the State of Utah and in the
Municipality and protect and will promote the health , welfare and
safety of the citizens of the State of Utah and the Municipality.
2. undertakings by the Municipality. Subject to the foregoing
Paragraph 1, the Municipality agrees as follows :
( a) It will from time to time issue or cause to be
authorized the issuance , in one or more series , of the Bonds
pursuant to the terms of the Act in a principal amount sufficient
to pay the cost of financing the Project , together with costs
incident to the authorization , sale and issuance of the Bonds ,
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which Bonds will not exceed in aggregate principal amount 'the sum
of $10 ,000 ,000.
( b) It will adopt or cause to be adopted such proceedings
and authorize the execution and delivery of such documents as
reasonably may be necessary or advisable for the authorization ,
issuance and sale of the Bonds , the financing of the Project, and
the execution of the Financing Agreements with the Company and
other documents relating to the Project and the Bonds as shall be
authorized by the Act or other law and mutually satisfactory to
the Municipality and the Company.
( c) The aggregate sums to be paid by the Company under the
Financing Agreements shall be required to be sufficient to pay the
principal of, interest on , and any premiums due in connection with
the redemption of the Bonds as and when the same shall become due .
( d) It will take or cause to be taken such other acts and
adopt such further proceedings as reasonably may be required to
implement the aforesaid undertakings .
( e) The Bonds shall provide that they shall be payable
solely from the revenues derived pursuant to the provisions of the
Financing Agreements , that they shall never constitute the debt or
indebtedness of the Municipality within the meaning of any
provision or limitation of the Constitution or statutes of the
State of Utah and that they shall not give rise to a pecuniary
liability of the Municipality nor a charge against its general
credit or taxing powers .
( f) In authorizing the issuance of the Bonds pursuant to
this Memorandum of Agreement, the Municipality will make no
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warranty, either expressed or implied , that the proceeds Of the
Bonds will be sufficient to pay all costs of the Project .
3. Undertakings on the Part of the Company. Subject to the
foregoing Paragraph 1 , the Company agrees as follows :
( a) The Company will develop and operate the Project .
( b) Prior to the delivery of the Bonds the Company will
enter into the Financing Agreements with the Municipality under
the terms of which the Company will obligate itself to pay to the
Municipality, whether from the proceeds of the Bonds or otherwise ,
sums sufficient in the aggregate to pay or reimburse the
Municipality for expenses incurred by it in connection with the
authorization , issuance and sale of the Bonds and the payment of
the principal of, interest on, and premiums due in connection with
the redemption of the Bonds as and when the same shall become due
and payable ; all fees and expenses of any trustee for the benefit
of the holders of the Bonds incurred under any trust indenture;
all utility charges , taxes , assessments , casualty and liability
insurance premiums; and any other expenses or charges relating to
the ownership, use , operation , maintenance , occupancy and upkeep
of the Project . The Financing Agreements shall contain such other
provisions as may be required by law and such other provisions as
shall be mutually acceptable to the Municipality and the Company.
( c ) In consideration of the Municipality' s issuance of the
Bonds and the Municipality' s taking of the other actions
contemplated hereby, the Company agrees to save and hold harmless
the Municipality, its officers , agents and employees , from any
liability, cost or expense whatsoever for payment of principal of
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or' interest on the Bonds or resulting from any violation o-f the
arbitrage provisions of Section 103 of the Internal Revenue Code
of 1954 , as amended ( the Code) or the Pegulations promulgated
thereunder .
( d) It will take such further action and adopt such further
proceedings as may be required to implement the aforesaid
undertakings .
4 . General Provisions .
( a) All commitments of the Municipality under Paragraph 2
hereof and of the Company under Paragraph 3 hereof are subject to
the condition that the Municipality and the Company shall have
agreed to mutually acceptable terms for the Ponds and of the
issuance , sale and delivery thereof , and mutually acceptable terms
and conditions of any Financing Agreements and other documents
referred to in Paragraph 3 and the proceedings referred to in
Paragraphs 2 and 3 hereof . The City shall be under no obligation
to find a purchaser for the Ponds . Any trustee named pursuant to
such documents and proceedings shall be a bank or trust company
having offices in the Municipality.
( b) Prior to the issuance of the Fonds , there shall be a
reasonable showing to the Municipality that the Company is capable
of carrying out its financial obligations under the Financing
Agreements .
( c) The Company agrees that it will reimburse the
Municipality for all reasonable and necessary direct out-of-pocket
expenses which the Municipality may incur arising from the
execution of this Memorandum of Agreement and the performance of
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the Municipality' s obligations hereunder . Such reimbursement will
include , as a minimum charge , a fee of $2, 500, payable $1,000 at
the time of execution hereof and $1 , 500 at the time of delivery by
the Municipality of the Bonds .
IN WITNESS WHERECF, the parties have entered into this Memorandum
of Agreement by their duly authorized officers this (111t-' day of
.r�
, 1981 .
CITY OF SALT LAKE CITY, UTAH
( CITY ) I
( SEAL )
By
' Mayor
ATTEST:
Ci y Fe orcer
FATCN METAL PRODUCTS COMPANY
a Colorado corporation
/ir,e siden`t
( COMPANY)
( SEAL ) /
/'
ATTEST:
/7, Aa-ve
..ecretary
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Exhibit B -
The major components of the proposed Project are presently
contemplated to be as follows :
Two one-story buildings with approximately 55 , 120 square feet
of combined floor space .
Manufacturing equipment .
The Project will be located at the Company' s existing facility
at 844 South Chestnut , Salt Lake City, Utah , and will be used as a
metal products fabricating plant .
The cost of financing the Project is presently estimated to be
$10 ,000 ,000 .
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STATE bF UTAH ) -
COUNTY OF SALT LAKE ) ss.
CITY OF SALT LAKE CITY )
I , Katherine Marshall, City Recorder of the City of Salt Lake
City, Utah (the City) , do hereby certify that the foregoing pages,
numbered 1 to 14, inclusive, constitute a full , true and correct copy
of the record of proceedings of the City Council (the Council) of the
City taken at a regular meeting thereof, held at the City and County
Building, Salt Lake City, Utah, the regular meeting place thereof, on
Tuesday, the 4th day of August, 1981, insofar as said minutes relate
to a Resolution, a copy of which is therein set forth; that said copy
of said Resolution is a full, true and correct copy of the original
of said Resolution as adopted by the Council at said meeting; that
the original of said Resolution has been duly executed and approved
by the Mayor and myself, as City Recorder, sealed with the seal of
the City, and recorded in the official records of the City kept in
my office.
I further certify that six members of the Council, constituting
a quorum thereof, were present at the meeting and that six members
thereof voted for the passage of said Resolution as in the minutes set
forth.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of
the City this - '4^ day of P ,y � � , 1981.
C- O/ L/17C(AALL-19-L'
( CITY ) Cit Rec' der
( SEAL )
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