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75 of 1978 - A resolution authorizing the issuance of $1,000,000 Industrial Development Revenue Bonds for Christe ROLL CALL VOTING ign Nay Mr.Chairman Agraz Greener � ipanem . .PALL Phillips .. Result / APPROyED Soo Leke r AS ip ipiT • `, Date ARor" . Y 9 RESOLUTION WHEREAS, Salt Lake City, Utah (the "City"), is an incorporated municipality authorized by the Utah Industrial Facilities Development Act, Chapter 17, Section 11-17-1 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 to authorize municipalities and counties in the state to finance, acquire, own, lease or sell projects for the purpose of reducing, abat- ing or preventing pollution and to protect and promote the health, welfare and safety of the citizens of the state; and WHEREAS, under the terms of the Act, in addition to any other powers which it may now have, the City has, without any other authority the power to finance or acquire, whether by construction, purchase, devise, gift, exchange or lease, or any one or more of such methods, and to construct, recon- struct, improve, maintain, equip and furnish one or more projects, which shall be located within this state, and which may be located within or partially within such municipality or county or within the county within which a state university is located, and to issue revenue bonds for the purpose of de- fraying the cost of financing, acquiring, constructing, re- constructing, improving, maintaining, equipping or furnish- ing any project or projects and secure 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 is- sue may contain different maturity dates, interest rates, priorities on securities available for guaranteeing payment thereof, and such other differing terms and conditions as are deemed necessary and are not in conflict with the provisions of the Act; and WHEREAS, after 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 "Agree- ment"), dated as 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 an existing manufacturing facility in Salt Lake City, 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 a 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 Project has been prepared by the Company, and it is estimated that the cost of the Project will be in excess of $1,000,000 (said description has been approved by the Company and the City); and WHEREAS, the most feasible method of financing the Proj- ect is by the issuance of Salt Lake City Industrial Develop- ment Revenue Bonds (Christensen, Inc. Project) Series 1978, in the aggregate principal amount of $1,000,000 (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 receive payments from the Company, which revenues must be 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, if any, and interest on the Bonds will be unconditionally guar- anteed by Norton Company, a Massachusetts corporation, of which Christensen, Inc. is a wholly owned subsidiary; and 4 WHEREAS, the City has caused to be prepared and pre- sented to it the following documents: (1) The form of Loan Agreement, dated as of Octo- ber 1, 1978, between the City and the Company, covering the Project; (2; The form of Indenture, dated as of October 1, 1978, from the City to the Trustee, securing the Bonds; (3) The form of Guaranty Agreement, dated as of October 1, 1978, from Norton Company to the Trustee; (4) The form of the Bond Purchase Agreement and the Inducement Letter, each dated as of October 4, 1978, among the City, the Company and E. F. Hutton & Company, Inc., as underwriter (the "Underwriter"); and (5) The form of Official Statement, to be dated as of October 10, 1978 relating to the Bonds; and WHEREAS, it appears that each of the instruments above referred to which are now before the City is in appropriate form and is an appropriate instrument to be executed and de- livered by the City for the purpose intended; NOW, THEREFORE, BE IT RESOLVED, AND IT IS HEREBY RE- SOLVED, THAT: Section 1. For the purpose of paying the cost, in whole or in part, of acquiring, constructing and equipping the r 5 Project, the issuance of revenue bonds of the City known as "Salt Lake City Industrial Development Revenue Bonds (Christensen, Inc. Project) Series 1978" (the "Bonds"), is hereby authorized. The Bonds shall be dated October 1, 1978, shall be in the aggregate principal amount of $1,000,000, may be issued as coupon bonds in the denomination of $5,000 each, or as fully registered bonds in the denomination of $5,000 or any multiple thereof, numbered consecutively from 1 to 200, inclusive, in order of maturity. The entire $1,000,000 aggregate principal amount of Bonds shall bear interest from October 1, 1978 at the rate of 6.70% per annum, payable semiannually on April 1 and October 1 of each year until paid and shall mature on October 1 in the year 2008. The form of the Bonds and the provisions for execution, authentication, issuance, payment, registration and redemp- tion 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 deter- mined to be sufficient to pay 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 arising out of or in connection with • , 6 the use of the Project are hereby pledged for that purpose and in addition for such other purposes as are more fully sat forth and provided for in the Indenture hereinafter authorized. Section 3. In order to secure the payment of the prin- cipal 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 de- livery 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 any such approval. Section 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, subject to such minor changes, insertions or omissions as may be approved by the Mayor of 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. Section 5. Trustee is hereby designated as Bond Regis- trar and Paying Agent for the Bonds, and the Chase Manhattan Bank, N.A. is designated as co-paying agent. 4 7 Section 6. The execution and delivery of a Bond Pur- chase Agreement and an Inducement Letter, each dated October 1, 1978, with respect to the Bonds among the City, the Company and the Underwriter is hereby authorized. Said Bond Purchase Agreement 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 omissions as 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 hereby authorized shall be conclusive evidence of any such approval. Section 7. The execution and delivery of an Official Statement, to be dated October 10, 1978, with respect to the Bonds is hereby authorized. Said Official Statement shall be in substantially the form presented to the City at this meet- ing and filed with the Recorder of the City, subject to such minor changes, insertions and omissions as may be approved by the Mayor of the City and the execution of said Official Statement by the Mayor of the City as hereby authorized shall be conclusive evidence of any such approval. Section 8. The Bonds shall be executed in the manner provided in the Indenture and shall be delivered to the Trus- tee for proper authentication and delivery to the purchasers v a. thereof with instructions to that effect as provided in the Indenture. Section 9. Ted L. Wilson, Mayor, is hereby appointed and designated as Authorized Issuer Representative pursuant to Article I of the Agreement and is hereby authorized to take all actions and to do all things as Authorized Issuer Representative required or permitted under the terms of the Agreement. Section 10. Prior to the issuance, sale 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 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 11. From and after the execution and delivery of the documents hereinabove authorized, the proper officers, agents and employees of the City are hereby authorized, em- powered 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 as executed and are further authorized to take any and all further action and execute and deliver any and all other documents as may be necessary in the issuance of the Bonds and the execution and v 9.• delivery of the Indenture, the Agreement, the Bond Purchase Agreement and the Inducement Letter. 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 acquisition and installation of the Project shall be, and the same hereby are, in all respects approved and confirmed. ''gg ""'' Adopted and signed this i(`' day of ah.) , 1978. (SEAL) SALT L CITTYY, UTAH Attest: B t_- // / ed L. Wilson, Mayor BY Y !� City Recorder Resolution No. 75 By Ted �„ Wilson eomm,ssoN., Authorizing the issuance of$1,000,000 Industrial Dwelopment Revenue Bonds for Christensen, Inc. Presented to the hard of Commissioners AND PASSED O C T 4 1978 plaitaxa f;11Y RECA^' '� f