67 of 1978 - A resolution authorizing the issuance of industrial development bonds in the amount of $1,000,000 as ROLL CALL
VOTING Aye Nay Salt Lake City,Utah, September 20 19 78
Mr.Chairman .
Agraz I move that the Resolutio be ado
Grey' ' tits'
Hall
Phillips RESO TION
Result
WHEREAS, the Utah Industrial Facilities Development Act, Utah
Code Ann. §§ 11-17-1 et seq. (the "Act") , authorizes the municipalities
and counties in the State of Utah to issue industrial development
bonds; and
WHEREAS, the Federal Income Tax Regulations require that the
issuer of such bonds adopt a bond resolution with respect to such
bonds or take some other similar official action toward the issuance
of such bonds prior to the commencement of construction or acquisition
of such facilities; and
WHEREAS, Salt Lake City, Utah (the "Issuer) , considers the acqui-
sition, construction, and improvement of certain industrial develop-
ment facilities (the "Project") to be in furtherance of the purposes of
the Act and the public purposes of the Issuer, and that the financing
of the facilities will have the effect of increasing employment,
increasing the tax base in the area, and the promotion of the general
health and welfare of the inhabitants of Salt Lake City, Utah.
NOW, THEREFORE, BE IT RESOLVED AND ORDERED BY THE GOVERNING
BODY OF ISSUER, AS FOLLOWS:
1. Salt Lake City, Utah (the "Issuer") , will issue and sell its
bonds (the "Bonds") to EF Hutton & Company, Inc. pursuant to the pro-
visions of the Act in a principal amount sufficient to pay the cost
of financing the industrial development facilities (the "Project")
more fully described in Exhibit "A" attached hereto, together with
costs incident to the authorization, sale, and issuance of the Bonds
being presently estimated to be $1,000,000.
2. The Issuer will also issue and sell the Bonds or such addi-
tional bonds to EF Hutton & Company, Inc. pursuant to the provisions
of the Act in a principal amount sufficient to pay any cost over-
runs or additional costs of the Project in excess of the presently
estimated costs, or the costs of any modifications or additions to
the Project, but the aggregate face amount of all Bonds issued to
•
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finance the Project shall not exceed $5,000,000, or such other limita-
tions as permissible by law.
3. The proceeds of the Bonds will be used to acquire, construct,
and improve the Project or any modifications or additions thereto.
4. The Issuer will enter into a financing agreement with Christen-
sen, Inc. (a wholly owned subsidiary of the Norton Company) or the
Norton Company (the "Company") for the payment and use of the Project
and to provide for the payment of the Bonds.
5. The Issuer will adopt or cause to be adopted such proceedings
and authorize the execution and delivery of such documents as may be
necessary or advisable for the authorization, issuance, and sale of the
Bonds; the acquisition, construction, and improvement of the Project;
and the execution of a financing agreement with the Company or its
wholly owned subsidiary with respect to the Project.
6. 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 undertakings or as it may deem appropriate in pursuance
thereof.
7. The Bonds shall specifically provide that they shall be
payable solely out of the revenues derived from the financing agree-
ment with respect to the Project and that they shall never constitute
the debt or indebtedness of the Issuer or Salt Lake City, Utah, within
the meaning of any provision of limitation of the Constitution or sta-
tutes of the State of Utah.
8. It is intended that this resolution shall constitute "some
other similar official action" toward the issuance of the Bonds within
the meaning of Section 1.103-8(1) (5) of the Income Tax Regulations
prescribed by the United States Treasury Department.
Passed by the Board of Commissioners of Salt Lake City, Utah,
this 10 ' day of , 7 ,�,4/A) , 1978.
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bda•—.____.
MAYOR
.-ii***--17
CITY RECORDS
Exhibit A
TO RESOLUTION DATED SEP20.1978 BY SALT LAKE CITY, UTAH,
REPRESENTING "SOME OTHER SIMILAR OFFICIAL ACTION" TOWARD
ISSUANCE OF BONDS TO FINANCE THE FACILITIES DESCRIBED HEREIN.
DESCRIPTION OF PROJECT
The facilities comprising the Project acquired,
constructed, and installed and to be acquired, constructed,
and installed at the Christensen, Inc. facilities located
in Salt Lake City, Utah, include:
Acquisition and installation of
equipment at existing manufacturing
facility with regard to petroleum and
mining related product areas.
RESOLUTION
WHEREAS. Salt Lake City, Utah one "City"1, isn
rated m nicloality authorized by the Utah Indutrl
taciliti el
es Development Act,Chapter 17,Section Il.17-1 et seq.of
the Utah Code Annotated.1953,as amended(the"Act"),to issue
its industrial development revenue bonds;and
WHEREAS,the purposes of the Act are to achieve greater
industrial development in the State of Utah and In authoriz'
municipalities and counties in the state to finance,acquire,own.
lease or sell projects for the purpose of reducing.abating or
• doting pollution and to protect and P mote the health.
welfare and satety of the citizens of the stater and
WHEREAS,under the terms of the Act.in addition to any
.other powers which it may now have,the City has.without any
cons• tructtioonf l cur aspe,devto
of gift exchaageO°or°leashoe,o rany
one or re c
of such methods,and to construct,reconstruct,
improve,,maintain,equip and furnish one e erolecis,
which shall
located withina or carna u lly within such tmtun cipality or county or
within the county within which a state university is located,and
to issue revenue bonds or the purpose of defraying the cost of
financing"acquiring,constructin6,reconstructing,improving,
mainfainmg,equipping or furnishing any protect or protects and
sere the payment of such bonds,which revenue bonds may be
issued in one or more series or issues where deemed advisable,
and each such series or issuem contain different maturity
dates, interest rates, priorities on securities available for
andranteeing payment thereof,and uc other differing terms
eonditions as are deemed necessary and are not jn conflict
with the provisions Of the Act;and
WHEREAS,atter careful study and investigation,the City,
in furtherance of the public purposes as set forth in the Act,
proposes to enter into a Loan Agreement the"Agreement").
dated
of October 1. 1978, with Christensen. Inc. (the
"Company"),a Utah corporation,under the terms of which the
City will loan the proceeds Of its Industrial Development
Revenue Bonds to the Company to enable the Company to
acquire and install equipment In a existing manufacturing
facility in Salt Lake Cty,Utah the"Project"),as is more fully
set forth in the Agreement,for the exclusive use of the Company
and the Company will agree to pay the City specified payments,
and
WHEREAS,after careful investigation by the City,the City
has found and does hereby declare that said undertaking is
lawful and valid public purpose in that it will achieve greater
industrial development in the State of Utah;and
WHEREAS,a general description of the Protect has been
ProPared by the Company,and it is estimated that the cost of the
ject will be in excess of S1,000,000(said description has been
approved by the Company and the City;and
WHEREAS, the most feasible method at financing the
Project is by the issuance or Salt Lake City Industrial
Development Revenue Bonds(Christensen Inc.Project)Series
"Bonds"),which Bonds will ne°islsued under°andiseeured byha
Trust Indenture(the"Indenture"')dated as of October 1,1990,
between the City and First Security Bank of Utah,National
Association,as trustee(the"Trustee");and
WHEREAS,under the terms of the Agreement.the City will
receive uaylnents from the Company,which revenues must In
assigned and pledged to the Trustee as security for the payment
of the principal of and interest on the Bonds;and
WHEREAS,the Payment of the principal of,premium.it
any,and interest on the Bonds will be unconditionally guaranteed
by Norton Company.a Massachusetts corporation,of which
Christensen,Inc.is wholly owned subsidiary;and
WHEREAS, the City has caused to be prepared and
ore.nted to it the following documents,
lorm of Loan Agreement,dated,.City and the Company,covering the he,I,19>e,
the Project,between the
1)The form of Indenture,dated as of
the City la the Trustee,securing the Bonds;October 1.19)6,from
(3)The orm of Guaranty Agreement,dated as of October 1.
lore,from Norton Company to the Trustee,
Inducement Letter,forrn°each dated ae Bond Purchase
of[October Agreement
1918,°among the
City.the Company and E. F.Hutton&Company" Inc..as
underwriter(tile"Underwriter");and
15)The form of Official Statement,to be dated as of October
10.1978,relating to the Bonds,and
above
referred to whichIt are now bef appears ore t n re thteCi ot the
en City sn ia t eeropriae orrm
and is an appropriate instrument to be executed and delivered by
the City for the purpose intended,
NOW, THEREFORE, BE 1t RESOLVED, AND IT IS
HEREBY RESOLVED,THAT;
Section 1.Far the purpose of paving the cast,in whole or In
Part,of acquiring,constructing and equipping the Project,the
issuance of revenue bonds of the City known as"Salt Lake City
Industrial Development Revenue Bonds (Christensen. Inc.
1 Protect)Series 1978"Ithe"Bonds").is hereby authorized.The
Bonds shall be dated October 1,1978,shall be in the aggregate
principal amount of S1,000000,may be Issued as coupon bonds In
the denomination al S5.000 each,or as fully registered bonds in
the denomination Of 55,000 or multiple thereof,numbered
conseentire bS1 i0055000 aggregateprincl inclusive,
amoun in t of Bondsr of f shall bearity The
interest from October 1,loll,at the rate f a.10°�,.per a nnum
payable semiannually on April 1 and October 1 0l each year until
aid and shallenature on October 1 in the year 2008.
The form of the Bonds and the provisions for
execution,
shillasietrinthinnu eiaierupt shall e detre registration
authorized.
Section 2.The payments to he received by the City under the
terms o1 the Agreement hereinafter authorized are determined to
be sufficient to pay the principal of,premium.if any,and interest
on he Bonds as the same become due and payable,and all of said
rnents received under the AOreenlent and all Other revenues
1 arising out of or in connection with the use of the Project are
hereby pledged for that purpose and in addition for such other
purposes as are more fully set forth and provided for in the
Indenture hereinafter authorized.
Section 3.In order to secure the payment of the principal of,
it any,and interest on the Bonds,and in order to secure
the performance and Observance of all theagreements and
conditions in the Bonds,the execution and elivery al the
Indenture is hereby authorized.The Indenture shall be in
substantially the form presented t0 the City at this meeting and
filed with its Recorder,subject to such minor changes,insertions
mayor be approved by the Mayor of the City and the
execution of the Indenture by the Mayor of the City and Recorder
of omissions
the City as hereby authorized shall be conclusive evidence of
any
such
approval.
tion 4 The execution and delivery of the Agreement is
hereby authorized.The Agreement shall be in substantially the
form presented to the City at this meeting and filed with its
Recorder,sublecf to such minor changes,insetions or omissions
as v be approved by the Ma f the City and the execution of
the Agreement by the Mayor of the City and the Recorder of the
City as hereby authorized shall be conclusive evidence of any
such approval.
Sec1ing 5.Agent
for
is herebBonds,and the Chase•Borax Ra Bank.
d Paying designated
n ted for the Bands,gen the Chase Manhattan Banc.
N.A.is Section
Bath as comaying agent..
Section a-The execution and delivery of a Bend Purchase
Agreement and the Bonds
Letter,each datedpangOctober d
19e0,with respect the Bobs authorized.
the the Company and
the Underwriter hereby ute ha Said Bond Pally the
form p est and Ito the City
Letter shall be in substantially filed with
the
form resented yt the such
at this netting and filed with Its
Recorder, smay to such y Mantes. insertions e
be approved by the reamer t the C1NInd and the
• Ater by t may
Bond Purchase Agreement and Inducement
lamer by the Mayor W the co and the Recorer roof a y such
hereby authorized shoo be conclusive evidence of any such
approval.
emnt, 1 The lion ,and deliver/re ec Official
Statement,enf,to be dated October ff cial with respect shall
the Bonds
e sereby authorized..tIetorn
presented Ss Ofltoit Ciln at f shall be
flI ed Utially he orm ete tC the Cub ec this such it and
ed with the Recorder 0f the City. s°bleet to such I r
Mayes,insertions g and execution
as mad Official
cal State a the Mayor of the City and has hereby
of saiddd shalt a omeut by
•the Mayor of the City p authorized shall be conclusive
evidence of any such Bonds
Section in B. The Bures shallh to used the manner
for p• rop in the n Indenture and shall be delivered tpurchasers
th the T owed
with
proper ct ens to that a and delivery to the indenture.
thereof
with instructions that effect as provided in the indenture
Section a.Ted L.Wilson, erYRe r entathereby eppuis and
designated Authorized nt and is Representative opursuantte to
Articaction)e 1 s and to o the all things as Issu hereby uerrized Representative
i
required or permitted under the terms of the Agreement,
Section 10.Prior to the issuance, le and delivery of the
Bonds,the Mayor of the City and the Recorder of the City are
hereby authorized to file for Publication in the newspaper i
Mich legal go.se advertisements appear for Salt Lake City,a copy of
this resolution,set forth In Its entirety,in accordance with the
provisions of the Act.
Section
11.Front and after the execution and ry of the
document hereinaboveutterz d.the eroper affrrs
^
and employees of the rite••^^
f nancinge'''"ring,"constrUCtht,.rrmnstructing,improving.
aintaining,equipping or furnIshing any protect or protects and
smecu the payment of such bonds,which revenue bonds may be
i. ee r more seriesr issue where deemed advisable,
sndu each one
such seriespriorities may contain different turity
dales, interest raes o securities available for
guaranteeing oaYment thereof,and such other differing terms
and ditions as ar deemednecessary and are not in conflict
with the provisions of the Act;and
WHEREAS,atter careful study and investigation,the City,
n furtherance of the public purposes as f forth in the Act,
Proposes to enter into a Loan Agreement(the"Agreementt
dated as of October 1, 1978, with Christensen, Inc. (the
a
Company").a Utah corporation,under the terms of which the
City will loan the s of its Industrial Development
Revenue Bonds to the Company to enable the Company tc
and install equipment anexisting manufacturingfacility In Salt Lake City,Utah(the"Project-I,as is more telly
she Company
and thet h in the Com any will agree to pay the for the Citye use seecified ayments,
and WHEREAS.atter careful investigatidt by the City,the City
has found and does hereby declare that said undertaking is a
lawful and valid public purpose in that it will achieve greater
industrial development in the State of Utah;and
e WHEREAS,red by the Company,)and description
estimated that f the Project
cost the
n
Project will be in excess of 51,0e0,00)(said description has been
pp Wed by the Company and the City:and
HEREAS, the most feasible method of financing the
Proiect is by the of Salt Lake City Industrial
Development Revenue sBondse(Christensen,Inc.Proiect)Series
I91a, in the aggregate principal amount of 31,000,000 (the
Bonds"),which Bonds will be issued under and secured by a
Trust Indenture(the"Indenture")dated as of October 1,,1978,
between the City and First Security Bank of Utah.National
Association,as trustee(the"Trustee"):and
WHEREAS,under the terms of the Agreement,the City will
payments from Ice Company,whichrevenues must be
ofs Ive a d pledged 10 the Trustee as security fo the oayme,It
the principal of and interest on the Bonds;and
WHEREAS,the payment of the principal of.premiu it
and interest on tlBonds will beetts inallygnara guaranteed
byy any,
Company, Massachusetts i corporation,of which
Christensen,Inc. aa aolly owned subsidiary;and
WHEREAS, the City has caused to be prepared and
presented to it the following documents.
• lit The form of Loan Agreement,v as Of October I,lets,
between the City and the Company,covering
g the r0ieo;
(2)The forrn of City to securingOctobeer I.1978.from
the Cy to the Trustee the
(3)The form of Guaranty Agreement,dated as of October I.
1918,from Norton Company to the Trustee;
(4)The form of the Bond Purchase Agreement and the
Inducement Letter,each dated as of October 4,1918,among the
City,the Comanv and E F.Hutton&Company. Inc..as
underwriter(the"Underwriter");and
(5)The form of Offic relating to the Bonds;and ial ent.to be dated as of October
10,1
WHEREAS,it appears that each of the instruments above
mferrriate form
and isattto which are now before aepropriate instrument lobe City
edsndc livered by
the City for the purpose intended;
NOW, THEREFORE. BE IT RESOLVED. AND IT IS
HEREBY RESOLVED,F the eH
SS ctt1. pose of paying the cost,in whole or in
issuance acquiring,
revenue constructing
of thand
C ty known a the"Salt LakeCity
I Industrial Development Revenue Bonds (Christensen, Inc.
Project)Series 1978"(the"Bonds"),is hereby authorized.The
Bonds shall be dated October I,1978,shall be in the aggregate
principal amount of 51,000,000,may be issued as coupon bonds in
the denomination of S5,000 each,or as fully registered bonds in
the denomination of$5,000 or multiple thereof,numbered
cansetutively from 1 to 200,inclusive,in order of maturity.The
entire S1,000,000 aggregate principal amount of Bonds shall bear
interest from October 1,1978,at the rate of 6.70%per annum,
Payablesemiannually and l on Amature on pril andand Ocr 1 in tober 1 o year f each year until
paidThe form of the Bonds and the provisions for execution.
authentication,issuance,payment,registration and redemption
shall be as set forth In the Indenture hereinafter authorized.
Section 2,The payments to be received by the City under the
terms of the Agreement hereinafter authorized are determined to
be sufficient to ay the principal of,premium,if any,and interest
on the Bonds as the same become due and payable,and all of said
payments received under the Agreement and all other revenues
sing out of o connection with the useof the Proiect are
hereby pledged for
that purpose and in addition for such other
purposes as are more fully set forth and provided for in the
Indenture hereinafter authorized.
Section 3.In order to secure flee payment of the principal of,
premium,if any,and Interest on the Bonds,and In order to secure
the performance and observance of all the agreements and
conditions in the Bonds, the execution and delivery Of the
Indenture is hereby authorized. The Indenture shall be in
substantially the form presented to the City at this meeting and
'filed with its Recorder,subject to such minor changes,insertions
or omissions as may be approved by the Mayor of the City and the
execution of the Indenture by the Mayor of the City and Recorder
of the City as hereby authorized shall be conclusive evidence of
a h approval any such
4.The execution and delivery of the Agreement is
hereby authorized.The Agreement shall be in substantially the
form sented to the City at this meeting and filed with its
Recorder, changes,
approved by the Mayor of the
insertions or omissions
as m City and the execution of
the Agreement by the Mayor of the City and the Recorder of the
City as hereby authorized shall be conclusive evidence of any
such approval.
Sectlon 5.Trustee is hereby designated as Bond Registrar
and Paying Agent for the Bonds,and the Chase Manhattan Bank,
N.A.Is designated as co-aying agent.
Section 6.The execution and delivery of a Bond Purchase
Agreement and an Inducement Letter,each dated October 1,
tree Underwriter iso hr Bonds uafhorized. Saong the id the
BandmPu Purchase
Agd
reementAgreement and Inducement Letter shall be in substantially the
form presented to the City at this meeting and filed with its
Recorder, subject to such minor changes, insertions and
e may be approved by the Mayor of the City and the
execution of said Bond Purchase Agreement and Inducement
Letter by the Mayor of the City and the Recorder of the City as
conclusive authorized shall be cclusive evidence of any such
approval.
Section 1. The execution and delivery of an Official
Statement,to be dated October 10,1918,with respect to the Bonds
is hereby authorized..Said Official Statement shall be in
substantially the form presented to the City at this meeting and I
iedges,insertions
rtons Recorder
as mablbetaeeroved by t such he
I M of the City and the execution of said Official Statement by
the Mayor of the City as hereby authorized shah be canoesivo
evi of any such approval
Section 8. The Bonds hall be executedtheh l
I v ded in the indenture and hall b vere ino the T'rushee
provided
proper authentication sandoot delivery to the purchasers thereof
with instructions to that effect as provided in the Indenture.
Section 9.Ted L.Wilson,Mayor,is hereby appointed and
I designated as Authorized Issuer Representative Pursuant to
Article I of the Agreement and is hereby authorized take all
actions and to d0 all things as Authorized Issuer Representative
required
or permitted under
terms pf the dectioPrior to the issuance,sae and delivery of the
Bonds,the Mayor of the City and the Recorder of the City are
hereby authorized to file for publication in the newsaper in
which legal advertisements appear for Salt Lake City,a COPY of
this resolution,set forth in its entirety,in accordance with the
provisions of the Act.
Section II.From and after the execution and delivery of the
documents hereinabove authorized,the proper Officers,agents
and employees of the City are hereby authorized,empowered and
directed to do all such acts and things and to execute all such
documents as may be necessary to carry out and comply with the
provisions of said documents asexecuted and are further
auttmried to take any and all furtr action and execute and
deliver any and all other documents as may be necessary in the
issuance of the Bonds and the execution and delivery of the
In
denture,
the Agreement,the Bond Purchase Agreement and
Section 12.All acts and doings of the officers of the City which
are In conformity with the purposes and intents of this resolution
and in the furtherance of the issuance of the.Bonds and the
execution and delivery of the Indenture,the Agreement,the Bond
Purchase Agreement and the Inducement Letter and the
acquisitin
hereby are,in all respects aeerovedrand confirmed.
. the same
Adopted and signed this 41h day Of October,1910.
SALT LAKE CITY,UTAH
TED L.WILSON,
Mayor
(SEAL)
Attest:
MILDRED V.HIGHAM
City Recorder (c-al
it 0 'C�o (i�L4-i�l.�Itlief�- e tt.t
11111111117
Resolution No.
67
•
By Glen N. Greener
,r f COMMISSIONER
Authorizing the issuance of industrial
development bonds in the amount of
$1,000,000 as requested by Christensen,
Inc. a wholly owned subsidiary of
the Norton Company.
Presented to the Board of Commissioner%
AND PASSED
S E 6 1978
xefer#40.0
Cm,RECO.—
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