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72 of 1978 - A resolution authorizing the advertisement for sale of $37,000,000 Airport Revenue Bonds, Series 197 ROLL CALL VOTING Mr.Chairman Agraz Greener xnl 914. Irg.1 Phillips I�/1 Result ■1111 Salt Lake City, Utah September , 1978 The Board of Commissioners of Salt Lake City, Salt Lake County, Utah, met in regular^ publiOc'session at, 'ts regular meeting place in Room 301, in the City and County Building in Salt Lake City, Utah, at 10:00 o'clock A.M. on Glen N. Greener, Temporary Chairman the 28thday of September, 1978, with A3xcloaemx4X-iciKii>A1xxiimVARIs Temporary Chairman presiding. At the direction of the Uayxr, the roll of the board was called with the following result: Ted L. Wilson, Mayor Jess A. Agraz, Commissioner Glen N. Greener, Commissioner Thomas L. Hall, Commissioner Jennings Phillips, Jr. , Commissioner Absent: Ted L. Wilson, Mayor Jennings Phillips, Jr., Commissioner Also present were Mildred V. Higham, City Recorder, and Roger F. Cutler, City Attorney. After the meeting had been duly called to order and the minutes of the preceding meeting read and approved, the City Recorder presented to the board an affidavit evidencing Ye giving of not less than twenty-four (24) hours public notice of the agenda, date, time and place of the September 28 , 7_978, meeting in compliance with the requirements of Section 52-4-6(2), Utah Code Annotated, 1953, as amended, by (1) pasting written notice of the meeting at the principal office of the board and (2) providing notice to at least one newspaper of general circulation within the geographic jurisdiction of Salt Lake City, Utah, or to a local media correspondent. The affidavit was ordered recorded in the minutes of the meeting and is as follows: -2- • L STATE OF UTAH COUNTY OF SALT LAKE ) I, the undersigned, 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, 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 agenda, date, time and place of the September28 , 1978, regular public meeting held by the Board of Commissioners of Salt Lake City, Salt Lake County, Utah, by: (a) causing a Notice of Public Meeting to be posted at the principal office of the board at Room 200 in the City and County Building, in Salt Lake City, Utah, on September 27 , 1978, 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 board 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 September 27 , 1978, at least twenty-four (24) hours before the convening of -3- the meeting, to The Deseret News , a newspaper of general circulation within the geographic 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 Board of Commissioners. IN WITNESS WHEREOF, I have hereunto subscribed my official signature and impressed hereon the official seal of Salt Lake City, Salt Lake County, Utah, this 28th day of September, 1978. City Recorder, Salt L City, Salt Lake County, Uta [AFFIX SEAL HERE] -4- EXHIBIT A [Attach Notice of Public Meeting] NOTICE OF MEETING OF THE BOARD OF COMMISSIONERS OF • SALT LAKE CITY, UTAH PUBLIC NOTICE is hereby given that the Board of Commissioners of Salt Lake City, Utah, will hold a meeting in Room 301 in the City and County Building in Salt Lake City, commencing at 10:00 o'clock a .m. on Thursday, September 28 , 1978 . The Agenda for the meeting consists of the following: AIRPORT DIRECTOR - To appear before City Commission and submitting the following Resolutions: • RESOLUTION NO. 71 - A Resolution authorizing the execution of Airport Use Agreements related to Salt Lake City International Airport, between Salt Lake City, Utah, and American Airlines, Inc., Hughes Air Corp. dba Hughes Airwest, Frontier Airlines; Inc., Texas International Airlines, Inc., United Airlines, Inc., and Western Airlines, Inc. RESOLUTION NO. 72 - A Resolution authorizing the advertisement for sale of $37,000,000 Airport Revenue Bonds, Series 1978, of Salt Lake City, Utah. DATED: September 27, 1978 By: %. i,%'. -� ;� �t/✓� • . STATE OF UTAH : ss. County of Salt Lake) On the 27th day of September , 1978 , I personally delivered a copy of the foregoing notice to each member of the Board of City Commissioners and posted copies of the same in con- spicuous view, at the following times and locations within the City and County Building, Salt Lake City, Utah: (1) At 10:00 o'clock a .m. in the City Recorder's office, Room 200; and (2) At 10:00 o'clock a .m. in the newsroom in Room 301 !�. Thereupon after the conduct of business not pertinent to the following, the Director of Airports of the City presented a resolution adopted by the Salt Lake City Airport Authority on September27 , 1978, approving a construction and expansion program at Salt Lake City International Airport and at Airport No. 2 and recommending the issuance and sale of $37,000,000 of the $42,000,000 Airport Revenue Bonds of the city authorized to be issued at the May 23, 1978, bond election, in order to pay part of the costs of such program. The Airport Authority resolution was ordered filed in the records of the City Recorder. The Director of Airports then discussed the arrangements currently being undertaken in connection with the offering of the $37,000,000 Airport Revenue Bonds, Series 1978, and requested that the Board of Commissioners authorize the giving of notice of intention to sell such bonds. After discussion of the sale of the bonds, the following resolution was introduced in written form by Glen N. Greener , was read in full, and pursuant to motion made by Thomas L. Hall and seconded by Jess A. Agraz , was adopted by the following vote: Aye: Glen N. Greener Thomas L. Hall Jess A. Agraz Nay: None. -6- Jr Chairman The resolution was then signed by the �4t8�[�h3 in open meeting a:d recorded by the City Recorder. The resolution is as follows: RESOLUTION NO. 72 A RESOLUTION authorizing the advertisement for sale of $37,000,000 Airport Revenue Bonds, Series 1978, of Salt Lake City, Utah. Be It And It Is Hereby Resolved by the Board of CDT,' issioners of Salt Lake City, Salt Lake County, Utah, as f l:cws: Section 1. That $37,000,000 of the $42,000,000 Ainnport Revenue Bonds of Salt Lake City, Utah, authorized at the upecial bond election held in said city on May 23, 1978, shall be sold as herein directed. Section 2. That sealed bids shall be received for the purchase of said bonds, and that said bids shall be opened at a regular public meeting of the Board of Commissioners on October 17, 1978, at 10:30 o'clock A.M., M.D.T., at the regular reeting place of the Board of Commissioners in Room 301, City and County Building, in Salt Lake City, Utah. Section 3. That the City Recorder shall cause a notice of sale in substantially the following form to be published cane time in The Daily Bond Buyer, a financial newspaper published :.n New York, New York, said publication to be made not less than :,even (7) days prior to the date of sale: —7— • NOTICE OF BOND SALE Sealed bids for the purchase of $37,000,000 Airport Revenue Bonds, Series 1978, of Salt Lake City, Utah, will be received up to 10:30 o'clock A.N:., N.D.T., on October 17, 1978, at the regular meeting place of the Board of Commissioners in Room 301, City and County Building, in Salt Lake City, Utah. Copies of the OFFICIAL NOTICE OF BOND SALE, the PRELIMINARY OFFICIAL STATEMENT and other related information with respect to the bonds, being offered subject to the approval as to legality of Chapman and Cutler, of Chicago, Illinois, may be obtained from Burrows, Smith and Company, 1003 Kearns Building, Salt Lake City, Utah 84101, the Financial Consultant to the City. Dated this 29th day of September, 1978. *sue c‘_4( City Recorder, Salt Lake City, U Section 4. That said sale shall be conducted in accordance with the terms set out in the following Official Notice of Bond Sale: -8- OFFICIAL NOTICE OF BOND SALE $37,000,000 AIRPORT REVENUE BONDS, SERIES 1978, SALT LAKE CITY, SALT LAKE COUNTY, UTAH NOTICE IS HEREBY GIVEN that sealed proposals will be received by the Board of Commissioners of Salt Lake City, Salt Lake County, Utah ("City") on October 17, 1978, at the hour of 10:30 o'clock A.M. (Mountain Daylight Time), at the regular meeting place of the Board of Commissioners of the City in Room 301, City and County Building, Salt Lake City, Utah, for the purchase of $37,000,000 aggregate principal amount of Airport Revenue Bonds, Series 1978 ("Bonds") more particularly described below. The Bonds are to be issued pursuant to a resolution of the Board of Commissioners ("Master Resolution") and the provi- sions of a supplemental resolution ("Supplemental Resolution"), each of which will be adopted by the Board of Commissioners on October 17, 1978, upon the sale of the Bonds. BOND DETAILS Issue: $37,000,000 aggregate principal amount designated Airport Revenue Bonds, Series 1978. The Bonds are dated November 1, 1978, and are to be issued as coupon Bonds in denominations of $5,000, or as fully registered Bonds in the denominations of $5,000 or any integral multiple thereof. Coupon Bonds and the registered Bonds are fully convertible and interchangeable as provided in the Master Resolution and in the Supplemental Resolution. • • Interest Rates: Maximum not to exceed eight per cent (8%) per annum, payable initially on May 1, 1979, and semiannually thereafter or May 1 and November 1. Bidders must specify the rate or rates of interest which the Bonds will bear, provided that: (i) the Bonds may bear interest at any number of different rates not exceeding five, any of which may be repeated, expressed in multiples of one-eighth or one-twentieth of one per cent (1/8th or 1/20th of 1%) per annum, but the highest rate bid for any of the Bonds shall not exceed the lowest rate by more than two per cent (2%); (ii) a zero rate of interest cannot be named for all or any part of the term of any of the Bonds; (iii) no Bond shall bear more than one rate of interest, no interest payment shall be evidenced by more than one coupon, and supplemental coupons will not be permitted; (iv) each Bond shall bear interest from its date to its stated maturity at the single interest rate specified in the bid; (v) any premium must be paid in federal funds as part of the purchase price, and no bid will be accepted which contemplates the cancellation of any interest coupons or the waiver of interest or other concession by the bidder as a substitute for federal funds. All bids which fail to conform to the terms of this paragraph will be rejected. If any interest rate is specified which results in annual interest payments not being equally divisible between -2- the semiannual coupons in cents, the first semiannual coupon will be reduced to the next lower cent, the second semiannual coupon will be raised to the next higher cent, and all subsequent coupons will alternate between the lower and the higher figures. Maturity Schedule: The Bonds mature on November 1 of each of the years and in the amounts as follows: Year Amount Year Amount 1982 $ 755,000 1993 $1,590,000 1983 810,000 1994 1,700,000 1984 865,000 1995 1,820,000 1985 925,000 1996 1,950,000 1986 990,000 1997 2,085,000 1987 1,060,000 1998 2,230,000 1988 1,135,000 1999 2,385,000 1989 1,215,000 2000 2,555,000 1990 1,300,000 2001 2,725,000 1991 1,390,000 2002 2,925,000 1992 1,485,000 2003 3,105,000 Redemption: The Bonds maturing on or after November 1, 1989, are subject to the right of the City to redeem the same from any source in inverse order of maturities (and within a maturity to be selected by the Trustee) on November 1, 1988, and on any interest payment date thereafter at a redemption price of par and accrued interest to the date fixed for redemption plus a premium equal to one-fourth of one per cent (1/4th of 1%) of the principal -3- 1 amount of each Bond so called for redemption prior to maturity for each twelve (12) month period, or fraction thereof, remaining from the date fixed for redemption to the stated date of maturity of the Bond or Bonds to be so redeemed, but in no event shall the premium exceed two and one-half per cent (2-1/2%) of the principal amount of any Bond. Payment: Both the principal of and interest on the Bonds are payable in lawful money of the United States of America at the principal corporate trust office of Zions First National Bank, in Salt Lake City, Utah, as trustee and paying agent ("Trustee"), and at the option of the holders of the coupon Bonds at the principal office of Chemical Bank , in the City of New York, New York, as paying agent. Registration: The Bonds will be issued in coupon form, in the denomination of $5,000 each, registrable as to principal only, and as fully registered Bonds, without coupons, in the denominations of $5,000 and any integral multiple thereof. Coupon Bonds and registered Bonds are interchangeable upon presentation thereof for such conversion by the holder, or registered owner, thereof at the principal corporate trust -4- office of the Trustee, in Salt Lake City, Utah, as Bond Registrar, and upon payment of the charges provided for in the Master Resolution and the Supplemental Resolution, pursuant to which the Bonds are to be issued. Security: Bonds will be issued pursuant to the Master Resolution and the Supplemental Resolution, which resolutions authorize the issuance of the Bonds for the purpose of paying the cost of improving and extending the Salt Lake City Airports. The Bonds, as outstanding from time to time, together with additional bonds ranking on a parity therewith hereafter issued and outstanding under the conditions and restrictions contained in the Master Resolution, will be payable solely from the income and revenues derived from the operation of the Salt Lake City Airports in the manner and to the extent provided in the Master Resolution and the Supplemental Resolution. Purpose of Issue: The Bonds will be issued to pay a part of the cost of a project consisting primarily of: (1) expansion and modification of existing Terminal Unit No. 1; (2) provision for second level loading facilities in the concourses of Terminal Unit No. 1; (3) providing a connector between Terminal Unit No. 1 and new -5- Terminal Unit No. 2; (4) constructing an entrance roadway syster to connect with Interstate 80; (5) providing T-hangars for general aviation at the City Airports; and (5) constructing for airline use a fuel system consisting of fuel storage facilities and fuel lines under the aprons of Terminal Units No. 1 and No. 2. Any funds remaining after completion of the above items will be devoted, together with other available funds of the City, for the acquisition or construction of additional parking facilities at the City Airports. Tax Exempt Status: In the opinion of bond counsel: (i) interest on the Bonds is exempt from federal income taxes under presently existing laws, regulations, decisions and official interpretations, except to the extent otherwise provided by Section 103(b) of the Internal Revenue Code of 1954, as amended, and any regula- tions adopted thereunder as to any Bonds held by a substantial user of the facilities of the City financed by the Bonds or held by a related person as defined in the Internal Revenue Code of 1954, as amended, and (ii) the Bonds and the interest thereon are exempt from taxation in the State of Utah, other than the Utah Inheritance Tax, under the presently existing provisions of the Utah Municipal Bond Act. The purchasers will not be -6- required to take up and pay for the Bonds if at the time of delivery there has been any federal legislation, decisions or regulations which would affect tax exemption on all or any part of the interest on the Bonds. Legal Opinion: The legal opinion of Messrs. Chapman and Cutler, of Chicago, Illinois, bond counsel to the City, approving the validity of the Bonds in all respects will be furnished to the successful bidder without charge. Certain legal matters will be passed on for the City by the City Attorney, Roger F. Cutler. TERMS OF SALE Highest Bid: The Bonds will be awarded to the highest responsible bidder or bidders, considering the interest rate or rates specified and the price at which the bidder offers to purchase the Bonds. No bid for less than all of the Bonds or for the purchase thereof upon terms of less than ninety-nine per cent (99%) of par and accrued interest will be considered. The highest bid will be determined by adding the total amount of any discount bid to, and deducting the total amount of any premium bid from, the aggregate amount of interest upon all of -7- • the Bonds computed from November 1, 1978, until the maturity date thereof at the coupon rates specified in the bid. The interest cost shall be computed on a 360-day year basis. The cost of printing the Bonds will be borne by the City. If there are two or more equal bids, and such equal bids are the highest bids from the responsible bidders and are in accordance with the requirements of this notice, the Board of Commissioners of the City shall determine which of the equal bids shall be accepted, or may divide the Bonds so issued between or among the equal bidders. Right of Rejection: The Board of Commissioners of the City may reject any or all bids. The City reserves the right to waive any irregularity or informality in any bid Prompt Award: The Board of Commissioners will take action awarding the Bonds or rejecting all bids not later than two (2) hours after expiration of the time prescribed in this notice for the receipt of bids. Notice of award will be given promptly to the successful bidder. Delivery and Payment: Delivery of the Bonds will be made to the successful bidder at a bank or trust company in Salt Lake City, Utah, or, at the bidder's option and expense, at a bank or trust company -8- in New York, New York, Chicago, Illinois, or San Francisco, California, as soon as the Bonds can be prepared and the expiration of certain statutorily prescribed periods of time, which it is estimated will be on or about November 21, 1978. Delivery of all the Bonds will be made in only one such designated location. At least seven (7) days notice of time of delivery will be given to the successful bidder. Payment for the Bonds must be made in Federal Reserve Bank funds which will be immediately available in Salt Lake City, Utah, on the date of delivery. Registered bonds without coupons will be delivered initially only upon request by the successful bidder delivered to the City not later than 4:00 o'clock P.N., Salt Lake Time, on the tenth (10th) day preceding the date of closing, such request to specify the denominations of such Bonds and the respective names in which such Bonds are to be registered. Right of Cancellation: The successful bidder shall have the right, at his option, to cancel the contract to purchase if the Bonds are not tendered for delivery within sixty (60) days from the date of sale thereof, and in such event, the successful bidder shall be entitled to the return of the deposit accompanying his bid. The City shall have the right, at its option, to cancel the contract of purchase if, within five (5) days after —9— the tender of the Bonds for delivery, the purchasers shall not have accepted delivery and paid for the Bonds, in which event the good faith deposit accompanying the bid shall be forfeited to the City as payment of liquidated damages for failure to comply with the contract of purchase. Form of Bid: All bids must be for not less than all of the Bonds herein offered for sale and must be on the "Official Bid Form" attached to this Official Notice of Sale, without addition or alteration. Each bid, together with the bidder's good faith check, must be enclosed in a sealed envelope addressed to the Board of Commissioners of Salt Lake City, Utah, and shall be plainly marked thereon "Proposal for $37,000,000 Airport Revenue Bonds, Series 1978, of Salt Lake City, Utah". Estimate of Net Interest Cost: Bidders are requested to supply an estimate of the total net interest cost to the City on the basis of their respective bids, which shall be considered informative only and not binding on either the City or the bidder. Bid Check: No proposal shall be accepted which is not accompanied by a certified check or cashier's check drawn on a solvent bank or trust company transacting business in the State of Utah, payable to the order of the Treasurer of the City, in the sum of $740,000, to secure as liquidated damages the City from -10- any loss resulting from the failure of the bidder to comply with the terms of his bid. The amount of such check shall be forfeited if, after acceptance of his proposal, the bidder refuses to complete his purchase on the terms stated in his proposal. The check of the successful bidder will be held uncashed pending delivery of the Bonds, at which time, at the option of the successful bidder, the City will either return the check to the bidder or will credit the check to the purchase price. Checks of the unsuccessful bidders will be returned by mail or personal delivery at the time of making the award to the successful bidder. No interest will be paid upon the deposit made by the successful bidder. CI:SIP Numbers: It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds in accordance with terms of the purchase contract. All expenses in relation to the printing of CUSIP numbers on the Bonds shall be paid for by the City, provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the purchaser. —11— No Litigation: There is, as of the date of this notice, no litiga- tion pending concerning the validity of the Bonds to be sold, the corporate existence of the City, or the title of the officers thereof to their respective offices, and the City will deliver to the successful bidder a non-litigation certificate executed by the City Attorney certifying the foregoing as of and at the same time as delivery of the Bonds. Disclosure Certificate: The closing papers will include a certificate confirm- ing to the successful bidder that, to the best of the knowledge and belief of the signers thereof: (i) the descriptions and statements contained in the Preliminary Official Statement circulated with respect to the Bonds were at the time of the acceptance of the bid true and correct in all material respects and did not at the time of the acceptance of the bid contain an untrue statement of a material fact or omit to state a material fact required to be stated therein in order to make the state- ments, in light of the circumstances under which they were made, not misleading; and (ii) the descriptions and statements contained in the Final Official Statement are at the time of the closing true and correct in all material respects and do not at the time of the closing contain an untrue statement of a -12- material fact or omit to state a material fact required to be stated therein in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, should the Final Official Statement be supplemented or amended subsequent to the date thereof the foregoing confirma- tion as to the Final Official Statement shall relate to the Final Official Statement as so supplemented or amended. Chapman and Cutler has been retained by the City to review the contents of the Preliminary and Final Official Statements. Chapman and Cutler will deliver a letter to the successful bidder for the Bonds with respect to the Preliminary Official Statement and Final Official Statement which will state, in effect, that based upon discussions with officials of the City and examination of such documents as are specified in such letter (except for the projections, financial statements and other financial or statistical data contained in the Preliminary and Final Official Statements as to which it will express no opinion), no facts have come to such firm's attention which would lead it to believe that (i) the Preliminary Official Statement as of the time of the acceptance of the bid or (ii) the Final Official Statement (including any amendment or supplement thereto) as of the time of the closing, contained any untrue statements of a material fact or omitted to state a material fact necessary -13- to make the statements therein, in light of the circumstances under which they were made, not misleading. Official Statement: The City has employed Burrows, Smith and Company, Salt Lake City, Utah, as Financial Consultant to prepare the Preliminary Official Statement describing the Bonds, copies of which will be furnished by the City or by Burrows, Smith and Company upon request. Upon award of the Bonds, the City will complete and correct the Preliminary Official Statement and will deliver to the purchasers of the Bonds signed copies of the Final Official Statement. The successful bidder will also be furnished with 500 copies of the Final Official Statement, without charge, for distribution in connection with the resale of the Bonds. Additional Information: For further information, contact: Paul B. Gaines, Director of Airports, Salt Lake City Airport Authority, AMF Box 22084, Salt Lake City, Utah 84122, telephone [801] 539-2400; George A. Smith, President, Business Smith, Inc., 5601 S. Broadway, Littleton, Colorado 80121, telephone [303] 795-2112; or Burrows, Smith and Company, 1003 Kearns Building, Salt Lake City, -14- Utah 84101, telephone [801] 355-6700, the Financial Consultant to the City. Dated this 29th day of September, 1978. SALT LA CITY, TA By Attest: } T porary Chairman I/LGVt Y ' /tt� City Recor 4 -15- Section 5. That immediately after its adoption Temporary Chairman this resolution shall be signed by thekkayor and City Recorder, shall be recorded in a book kept for that purpose and shall take immediate effect. Passed and approved September ,,197 . AcITYt52RC Temp rary Chairman Attest: City Recorder (Here follows other business not pertinent to the above.) Pursuant to motion duly made an secon d, t e Board of Commissioners adjourned. ithatock Tempora Chairman Attest: City Recorder -9- STATE OF UTAH COUNTY OF SALT LAKE ) I, Mildred V. Higham, hereby certify that I am the duly qualified and acting City Recorder of Salt Lake City, Salt Lake County, Utah. I further certify that the above and foregoing constitutes a true and correct copy of the minutes of a regular public meeting of the Board of Commissioners of Salt Lake City, including a resolution adopted at said meeting, held on September 28, 1978, as said minutes and resolution are officially of record in my possession. IN WITNESS WHEREOF, I have hereunto subscribed my official signature and affixed the seal of said city this 28th day of September , 1978. 7)4 City Recorder f [SEAL] v PHH:er 9/12/78 -10- 72 Resolution No. _ By Glen N. Greener COMMISSIONER Authorizing the advertisement for sale of$37,000,000 Airport Revenue Bonds, Series 1978, of Salt lake City, Utah. Presented to the hard of Commissioner% AND PASSED, SEP2 8 1978 • I .7,a4.447,,ved;044.., CITY RECO..' ( •0 '�, . •- 11161..