HomeMy WebLinkAbout80 of 1977 - A resolution authorizing the issuance of Industrial Development Mortgage Revenue Bonds in the amount . ,
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. ..• `', ti Resolution No: so
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! .710; . , . 1 I , • .
Jennihge Phillips, Jr. 1
, .
COMMISSIONER
T,
Aut1osiaintthe issuance of fraustriat,
pe4elOpinentaortgagelRevenueBonds!'
4ttheatnount of$5,000,000to
Campbell Filter Company
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I : . AND PASSED
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NOT VALID
UNLESS SALT LAKE CITY CORPORATION ._ _
R
3 D R
C F 8 / ute 77
ER
Dale
r S 0 CAMPBELL FILTER COMPANY Bu51 eS5 Mo.
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m Deposit To
1st Sacurity
h+ H PAYABLE TO SALT LAKE CITY CORPORATION AT CITY TREASURER'S OFFICE
v -< 209 CITY AND COUNTY BUILDING
A/C
NO
publish notice of intent to issue
rn R
+7 E
C industrial revenue bonds i resolution
n z v
z o terms. 05-30-000-2216-00-00
coR 197 96
co i
..t N N
m d
v ISSUED •
$,
�t. BY
NOTICE
NOTICE OF THE AGENDA
OF A REGULAR MEETING
OF THE BOARD OF COMMIS
SIONERS OF SALT LAKE
AUGUST 2,1977. BE HELD
PUBLIC NOTICE IS
HEREBY GIVEN of the follow-
Ina agenda triangular meeting
of the Board of Commissioners
of Sail Lake City,Utah,to be
held In Room 30I City and
County Building,n mmSMaalt1tc rrgqLake
276 a.m..Oml Augusf7 43.
Roll Call
Resolution
A Resolution auhcring the
llatsIIndrUelawei Industrial Delop-
� ad Bonds
Ipg.1l F her Compenyn
an aggregate principal amount
( Five Million Dollars
S5400400)for Me wrppte of
acauirieg reel P,nmlV and
tonstructi g bulging and
Improvements thereon and
B9lllnlm qp ilte same tope leased
ro CarlpbsII Filter Company.
an Ohio Corporation wlt Iz-
Inmlpp a lease end .Plan.nt
beMaen said Cite,0.Lessor,
and FI ConganY,
as Lessee,euM g prizi a Mort-
Batwean si0 CW Wok re
Bank i TOM in the
City a Sex Lau CNv.Utah,Trustee,ont f Lease end w
m Agreement
from said CIW,to said Walker
Balk B Trust u. ny,est
TwrR1lg a Bond Purchase
Agreement among said City.
Facet Enterprises,Inc.,Camp-
hefi FIRM Company and Ma-
sadgsetts Mutual Life insur-
ance
the Guaranty
as xlr�
Facet Enterprises,Inc.,a De-
laware Corporation, rotating
D D July 27,1977.
MILDRE City v.HRecor�
Published July 30,1977 (Bi)
ICII
NT TO
ISSUE INDUSTRIALIA I BMII B IONQS
Notice Is here OMn�W IB awed
R dd of Solt Lake CBy
CommWlarrS,pursuant tam provisions of TM*11,Chador. 77.
Section 1e,Uteh Cade Anotatedd,,N1{9555,of Its Intent In aNle
FIB Carga e,consistent with the bllMA~ng rltilWbn of saiMe d
Boerd:
RESOLUTION NO.OD
A RESOLUTION AUTHORIZING THE CITY OF SALT
LAKE CITY UuTAH.TO ISSUE ITS INDUSTRIAL DEVELOP-
MENT MAR AGE REVENUE BONDS(CAMPBELL FILTER
FIIVVAEPMILLION DOLLAR IN AN S IS,0ODA0D)FOR GATE THEE PURPTOSE
OF ACQUIRING REAL PROPERTY AND CONSTRUCTI ING A
BUILDING AND IMPROVEMENTS THEREON AND EQUIP-
PING THE SAME TO BE LEASED TO CAMPBELL FILTER
COMPANY, AN OHIO CORPORATION, AUTHORIZING A
LEASE AND AGREEMENTME BETWEEN SAID CITY, ASE
AUTHORIZING AMNORTGAGE AND INNDDENATURE OF TRUST
BETWEEN SAID CITY AND WALKER BANK I TRUST
T�TEE AUTHORIZING OF ASSIGNM SALT ENT OF LEASE ANTAH,D
AGREEMENT FROM SAID CITY TO SAID WALKER BANK A
TRUST COMPANY, AUTHORIZING A BOND PURCHASE
AGREEMENT AMONG SAID CITY,FACET ENTERPRISES,
INC., CAMPBELL FILTER COMPANY AND MAS-
PPRRVIINGSTMUTUAL
E GUARANTY INSURANCE
OF FACETT
ENTERPRISES,INC.,A DELAWARE CORPORATION,RE-
LATING THERETO.
WHEREAS the City of Salt Lake Clty,Utah(the"CItY').Is
authorize1953,a,amended(hereinaf r lsa of
Utah
to as Me
"Act")to acquire,nfether by construction,purchase,devise.
gift exchenpe or lease.and toconstruct,reconstruct,Improve,
maintain,equip end furnish one more prolects,Including land,
uldlnps or or otter improvements and all real and penwel
Propertdeemed Ise Including snecessary In connection therewith suihhknfor,nnan�ac
N/irq,warahwnlna,commercial or Industrial purposes;and
WHEREAS,the City Is euthorled by the Act to Issue revenue
bondloaning or sale of
of sons pproects and to be secured
enues iby pyledge of
roues out of which such bonds shall be pavane and e
mortgage and Indenture of trust In favor of Me holders of sold
bads:
NOW,THEREFORE,BE IT RESOLVED BY THE BOARD
OF COMMISSIONERS OF THE CITY OF SALT LAKE CITY,
UTAH,AS FOLLOWS:
section 1.For Ms porooee of providing funds to pay the cost
of acquiring reel property end constructing a boldin�gq ad
Improvements thereon and equl Imp the sine(Me"Proecl')
to be leased to Campbell Filter careen,en Oleo corporation
Ohs Caneeny"1, theft shall be Issued end hereby are
authorized and directed to be Issued who of Industrial
DeDevelopmentRevenue Bonds (Campbell Filter
BColnoany)of Ind CI n the principal amount of$5,1100,000(the
Section 7.The Bands shall each be dated September I,1977,
shall be numbered from 1 cans otively upw rds In order
of Nuance(whether es Initially Initially Issued or IssoMor
transfers),emit number baing preceded by the ender"R",sell
beer Interest at Me rates per annum and shall mature on
September 1 In the vears and precbal amounts as follows:
PRINCIPAL MATURITY INTEREST
AMOUNT SEPTEMBERI RATE
taro
1991
1982 8.95%
n5,000 1910 e.95%
715A00 19M 8.95%
77115� 199I6 5.9�
harastered��n� tthe denomi.tIo The Bonds shell
fully or any integral multiple thereof,couponso
exceeding the printleal amount of Bonds maturing In the year In
which such Bad matures.
The Bonds sell her Interest from their effective date of
r which afoet lace
Bond,
such loch date o be
tto as of he interest
payment data next.remain the dots of Ifs adhantMotion.
unions sarwllcaten shim Pe won an interest payment date in
thewhich case effective date of registraten shell be as of the
date of its authentication,or unless awheedlratlon shall precede
the first Interest payment for sut Barb,in which case the
effectivenn redest1eon tregistration
e B nidsls Mall)be s Septemberemlaaa,lly on
March 1 and September 1 in each veer.
checkThe principal
ridrnciipallof and
1 interest an the Bonds shell be payable by
tates of America at
Walker Bank In Trust C pany,Seroney of the tt Lake nited SCity,Utah,hereby
deslanatpd as the paving agent and the City's bond registrar for
the qBonds and hereinafter
referred to as e"Bond Registrar"or
ng orB that itraryanything contained herein in the however,
no thecontrary,the
Trustee will make payment of principal,premium,If any,and
interest on the Balls In accordance with the provisions of Section
12 of the Bond Purdlase Agreement(the Bore Purchase
Agreement')dated as of September 1,1977 among the City,the
Massechusette Facet
Enterprises,Life Insurance Companaware y,hereinafter
eg11Sr1 Section 3.The Bonds shall be substantially Inthe form set
forth in the Mortgage and Indenture of Trust(the"Mortgage"),
deed as of September 1,1977,between the City and Walker Bank
i Trust Company in the City of Salt Lake City,�Utah,as Trustee
(the'Trustee"),hereinafter authorised,which form Is hereby
incorporated herein as if set forth in Its entirety,with such
appropriate variations,anlssens and Insertions as are per-
mitted or required by the Mortgage.
T glee sshhs 111 deeme B neeon:naary for girInl dIangelandd ttranhr
shall be exerted on behalf of the City with the manual signature
of the Mayor and attested with the manual signature of the City
Recorder,and shall have the corporate seal,or a facsimile
thereof,of the City affixed thereto or imprinted thereon.in case
any officer whose signature shall appear on the Banda,such
siaahwe shall,nevertheless,be valid and sufficient for all
purposes,Roscoe as(the had remained in office until delivery.
Only such Bonds as shell beer a Certificate of Authentication 7�
substantially In Me tone hereinabove set forth,duly executed by ).
the Trustee,shall he entitled to any rights or benefits under the
Mortgage.No Bond shall be valid or o/bllliggsatory for any purpose •
unless and until such Certificate ofhave
been duiyv executed
by e Trusts.Any such executed Ccation Mtifiae
upon are such Bond conclusive be conchve evidence that such Bond
has been authenticated and delivered under the Mortgage.The
Trustee's Certificate of Authentication on any Bald fall be valid
If signed by any authorisedBonds,
officer ofthe Trustee.
Socten 5.The Bags,together with Interest thereon,shall be 1
limited obligations of theCity payable solely out of the revaxss
and other contractual payments received from He Proled,and
shell
he%secured BaW,which revveenue to s and other contractual paym of the ents
arethereby specially mortgaged,pledged and hypothecated,and
n which a security int~is thereby granted,for the equal and
ratable payment n to ofthe Bonds and pull be used for a other
except as maybbeMenthethe nv principal of
aoOgriW In the the
ortgagBonds,
or in the Lease(as hereinafter defined).The Bonds shell not t,
constitute or give rise to a general obligation or liability of the
cha
rge or a against Its general creditor taxing powers.
Moe City shaion ll exeeccute and deliver to Ito and Trustee and ot of the e T grustee
M,OOa,gag and delshall authenticate is inthemtto M ss/i aeett,Princlal Mutual Linount b
insurance Company,the wrdeser of the Bonds,as provided In
Section la of the Mortgage and in Section 1.2 of the Bond
Purdese Agreement,upon receipt of the purchase price therefor
and the documents set forth therein.
Section 7.The Bantle are mncallable for redemption except
as provided in the next to the last paragraph of Section 2.1 of the
Lease and Agreement(the"Lame"),dated as of September 1,
1977,between the City nd the Company,hereinafter authorized
suchand in Section 17.2 of the of
events,the Bonds sh sell he subiectto redemptionse.If called for redempt,in wholIn ane
or
In earl as provided In the nod lotto lest paragraph of Section 2.1
of the Lease and in Seven 17.2 of the Lase,by the City on any
Interest payment date In the manner provided in Article I I of the
Mortgage,at the principal amount thereof,plus accrued interest
to the redemption date,plus,In any event cadanpeted by
Section 17.2(d)of the Lame.a premium of 3%of the principal
amount Sectionef.The City the Bads socalled
(hereby authorized101 and rom thylllad. to
le
nhull construct a reel
and in loser veelawhh tihereeand a d theaiie
Lame
Section 99accordance
derwan me
secure the payymment of the principal of
and interest on the Bonds,and to provide the terms end
conditions upon which the Bonds are to be authorized,issued,
dtascuthasabaoand naddtonally delivered,
the same by nrta tte adi ndenturre and of
trust.the Mortgage in substantially the form attached hereto
marked Exhibit"A"(Exhibit"A"being incorporated herein as
it set forth in its entirely),with such changes therein as the
Mayor and City Recorder shall approve,their execution thereof
to and approe �and the Mayor aidence of such nd City IRecord is err areby e Ieed
eby
uthorised and directed to execute and deliver the Mortgage for
oofficepurpose
rspa aforesaiddt as
Treasuhe re add any eanofotthheer approoppriate
officers of the City are hereby authorized and directed to take
fnlgademsulemntdefMute the Mortgage ndto
all
mortgages necessary
indentures referred to Therein. Said officers further
authorized to execte the Boris and to deliver the Bonds or cause
the Bonds.to be delivered to the Trustee for delivery to the
officers,purchasers thereof,uponprice.Said
or any of therm,areyment t fur er authorise of the purcnd directed to
approve or execute on behalf of the City such certificates,
statements,receipts and other instruments and to endorse such
checks,drafts,or other instruments of payment as may be
necessarythe
se to � ltoeofenBonds toten enablepurctase Trustee
of pursuant the tedrms the
BonMords Mathes to
of tonthe
pr rey�the a and for delivery
rof videed in thetha
Mortgage.
Seto the Coommpaion nr as is
hereby
epursua pursuant to thhee lease
fdateddras of
reto
September
arkkt Exhibit 9 B"a in "B�Ibeing innc the orpo ated mein as
if set forth in Its entirety),with such changes therein as the
to Mayor and be conclusive Recorder
shall
veevidence of such approval,ir a which i r eof
Lease the
Mayor and City Recorder are hereby authorised and directed to
execute end deliver as the act and deed of the City.
Section 11.There is hereby authorized the assignment of the
LeaseLease nt of
and Agreement,dated a the City to the Trustas of Septembpursuantbeer 1
977,Assi from the
GIN
Exh Trustee,
ut"C"(Eii substantially"b the eing incrm corporattached
teetl ahereiinas
If set forth in its entirety),with such changes therein as may be
approved
to bethe conclusive evidence Recorder,
f suchr approval,whhich
Assignment of Lease and Agreement such
Mayor and City
Recorder are hereby authorized and directed to execute and
deliver as the act and deed of the City.
la4xnThaaalfdha Meseta of
s Mutual ewoee Company,pursuant en
bond Purchase Aeraeenent In substantially the form attached
herein as if set forth in eennttiretty),,w hsaioh changes to erei as
may ha appr bn the Mailer end CM Recorder.their
execution eOaeto be cmclus ve evidence of such approval,
which Bond Purdheee Agreement the Mara and City Recorder
hereby authorized and directed to execute and deliver as ins
act and dead of the City.
Section 13.There is hereby ap5parpovhed the Guaranty and
Finencial Facet Enterprises,�Inc.,dated Delawa a corporation,itmme TMtee Band
Massadxeelta Mutual Life insurance Company In substantially
the form attached hereto sal beingbIncorporatedq Incorporated herein as if eat earth ItsInd entirety).
"E"
being
14.This Reeogbecome effective shell becom effective and be In
full force won Its paseaee by the Beard of Commissioners of the
City,Its execution by the Mayor of the City,and its being
recorded in the office of the City Recorder of the City.
INTRODUCED,PASSED AND APPROVED this 2 1 day of
1977. /s/TED L.W ILSON,
Mayor
(SEAL)
ATTESTED:
City aeRREderr V.XIGHAM.
APPROVED AS TO FORM:
Cis/ROGER CUTLER
hy Attorney
Published Auget/ .777 (B-17)
NOTICE OF INTENT TO
ISSUE INDUSTRIAL REVENUE BONDS
• AND RESOLUTION,TERMS
Notice is hereby given by the Board of Salt Lake City Commissioners, pursuant to the provis-
ions of 7itle 1'l, Chapter 17, Section 16, Utah Code Annotated, 1953, of its intent Co issue
$5,000,000 of Industrial Revenue Bonds on behalf of the Campbell Filter Company consistent with the
following resolution of said RESOLUTION NO. 80 •
Board: -
A RESOLUTION AUTHORIZING THE CITY OF SALT LAKE CITY, UTAH, TO ISSUE
ITS INDUSTRIAL DEVELOPMENT MORTGAGE REVENUE BONDS (CAMPBELL FILTER
COMPANY) IN AN AGGREGATE PRINCIPAL AMOUNT OF FIVE MILLION DOLLARS
($5,000,000) FOR THE PURPOSE OF ACQUIRING REAL PROPERTY AND CONSTRUCT-
ING A BUILDING AND IMPROVEMENTS THEREON AND EQUIPPING THE SAME TO BE
LEASED TO CAMPBELL FILTER COMPANY, AN OHIO CORPORATION, AUTHORIZING
A LEASE AND AGREEMENT BETWEEN SAID CITY, AS LESSOR, AND CAMPBELL
FILTER COMPANY, AS LESSEE, AUTHORIZING A MORTGAGE AND INDENTURE OF
TRUST BETWEEN SAID CITY AND WALKER STATE $ANK & TRUST COMPANY, IN
THE CITY OF SALT LAKE CITY, UTAH, AS TRUSTEE, AUTHORIZING AN ASSIGN-
MENT OF LEASE AND AGREEMENT FROM SAID CITY, TO SAID WALKER STATE BANK
& TRUST COMPANY, AUTHORIZING A BOND PURCHASE AGREEMENT AMONG SAID
CITY, FACET ENTERPRISES, INC., CAMPBELL FILTER COMPANY AND MASSACHUSETTS
MUTUAL LIFE INSURANCE COMPANY, AND APPROVING THE GUARANTY AGREEMENT OF
FACET ENTERPRISES, INC., A DELAWARE CORPORATION, RELATING THERETO.
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 seomtimes referred to as the "Act") to acquire,
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 improvemetns 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, the City is authorized by the Act to issue
revenue bonds payable solely out of the revenues received from
the leasing or sale of such projects and to be secured by a
pledge of revenues out of which such bonds shall be payable and
a mortgage and indenture of trust in favor of the holders of said
bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS
OF THE CITY OF SALT LAKE CITY, UTAH, AS FOLLOWS:
Section 1. For the purpose of providing funds to pay the
cost of acquiring real property and constructing a building and
improvements thereon and equipping the same (the "Project") to be
leased to Campbell Filter Company, an Ohio corporation (the "Company") ,
there shall be issued and hereby are authorized and directed to be
issued a series of Industrial Development Mortgage Revenue Bonds
(Campbell Filter Company) of the City in the principal amount of
$5,000,000 (the "Bonds") .
Section 2. The Bonds shall each be dated September 1, 1977,
shall be numbered from 1 consecutively upwards in order of issuance
(whether as initially issued or issued in exchanges or transfers) ,
each number being preceded by the letter "R", shall bear interest
at the rates per annum and shall mature on September 1 in the years
and principal amounts as follows:
•
PRINCIPAL MATURITY INTEREST
AMOUNT SEPTEMBER 1 RATE •
$ 710,000 1981 8.95%
715,000 1982 8.95%
715,000 1983 8.95%
715,000 1984 8.95%
715,000 1985 8.95%
715,000 1986 8.95%
715,000 1987 8.95%
The Bonds shall be fully registered Bonds without coupons
in the denomination of $5,000 or any integral multiple thereof, not
exceeding the principal amount of Bonds maturing in the year in
which such Bond matures.
The Bonds shall bear interest from their effective date
of registration, which date shall be set forth on the file face of
each such Bond, such date of registration to be as of the interest
payment date next preceding the date of its authentication, unless
authentication shall be upon an interest payment date, in which
case the effective date of registration shall be as of the date
of its authentication, or unless authentication shall precede the
first interest payment for such Bonds, in which case the effective
date of registration shall be September 1, 1977.
Interest on the Bonds shall be payable semiannually on
March 1 and September 1 in each year.
The principal of and interest on the Bonds shall be pay-
able by check or draft in lawful money of the United States of
America at Walker Bank & Trust Company, Salt Lake City, Utah,
hereby designated as the paying agent and the City's bond registrar
for the Bonds and hereinafter referred to as the "Bond Registrar"
or "Paying Agent" provided, however, that notwithstanding anything
contained herein or in the Bonds to the contrary, the Trustee will
make payment of principal, premium, if any, and interest on the Bonds
in accordance with the provisions of Section 3.2 of the Bond Purchase
Agreement (the "Bond Purchase Agreement") dated as of September 1,
1977, among the City, the Company, Facet Enterprises, Inc., a Delaware
corporation, and Massachusetts Mutual Life Insurance Company, herein-
after authorized.
Section 3. The Bonds shall be substantially in the form
set forth in the Mortgage and Indenture of Trust (the "Mortgage") ,
dated as of September 1, 1977, between the City and Walker Bank &
Trust Company in the City of Salt Lake City, Utah, as Trustee
(the "Trustee") , hereinafter authorized, which form is hereby
incorporated herein as if set forth in its entirety, with such
appropriate variations, omissions and insertions as are permitted
or required by the Mortgage.
Section 4. The Bonds, including such additional bonds
as the Trustee shall deem necessary for use in exchange and trans-
fer, shall be executed on behalf of the City with the manual signa-
ture of the Mayor and attested with the manual signature of the
-2-
'City Recorder, and shall have the corporate seal, or a facsimile
thereof, of the City affixed thereto or imprinted thereon. In
case any officer whose signature shall appear on the Bonds, such
signature shall, nevertheless, be valid and sufficient for all
purposes, the same as if he had remained in office until delivery.
Only such Bonds as shall bear a Certificate of Authentication
substantially in the form hereinabove set forth, duly executed by the
Trustee, shall be entitled to any rights or benefits under the Mortgage.
No Bond shall be valid or obligatory for any purpose unless and until
such Certificate of Authentication shall have been duly executed by
the Trustee. Any such executed Certificate upon any such Bond shall
be conclusive evidence that such Bond has been authenticated and
delivered under the Mortgage. The Trustee's Certificate of Authenti-
cation on any Bond shall be valid if signed by any authorized officer
of the Trustee.
Section 5. The Bonds, together with interest thereon,
shall be limited obligations of the City payable solely out of the
revenues and other contractual payments received from the Project,
and shall be secured pursuant to the Mortgage in favor of the owners
of the Bonds, which revenues and other contractual payments are
thereby specially mortgaged, pledged and hypothecated, and in which
a security interest is thereby granted, for the equal and ratable
payment of the Bonds and shall be used for no other purpose than
to pay the principal of and interest on the Bonds, except as may
be otherwise expressly authorized in the Mortgage or in the Lease
(as hereinafter defined). The Bonds 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 6. Upon the execution and delivery of the Mortgage,
the City shall execute and deliver to the Trustee and the Trustee
shall authenticate Bonds in the aggregate principal amount of
$5,000,000 and deliver them to Massachusetts Mutual Life Insurance
Company, the purchaser of the Bonds, as provided in Section 106 of
the Mortgage and in Section 1.2 of the Bond Purchase Agreement, upon
receipt of the purchase price therefor and the documents set forth
therein.
Section 7. The Bonds are noncallable for redemption except
as provided in the next to the last paragraph of Section 2.1 of the
Lease and Agreement (the "Lease") , dated as of September 1, 1977,
between the City and the Company, hereinafter authorized and in Section
17.2 of the Lease. If called for redemption in any of such events,
the Bonds shall be subject to redemption, in whole or in part as pro-
vided in the next to the last paragraph of Section 2.1 of the Lease and
in Section 17.2 of the Lease, by the City on any interest payment date
in the manner provided in Article II of the Mortgage, at the principal
amount thereof, plus accrued interest to the redemption date, plus,
in any event contemplated by Section 17.2(d) of the Lease, a premium
of 5% of the principal amount of the Bonds so called for redemption
and payment.
-3-
•
•
Section 8. The City is hereby authorized from the pro-
ceeds to acquire the real property which is to be a part of the
Project and to construct a building and improvements thereon and
equip the same in accordance with the Mortgage and the Lease.
Section 9. In order to secure the payment of the princi-
pal of and interest on the Bonds, and to provide the terms and con-
ditions upon which the Bonds are to be authorized, issued, executed,
delivered, accepted, held and secured and to additionally secure the
same by a mortgage and indenture of trust, the Mortgage in substan-
tially the form attached hereto marked Exhibit "A" (Exhibit "A" be-
ing incorporated herein as if set forth in its entirety) , with such
changes therein as the Mayor and City Recorder shall approve, their
execution thereof to be conclusive evidence of such approval, is hereby
authorized and approved and the Mayor and City Recorder are hereby
authorized and directed to execute and deliver the Mortgage for
the purpose aforesaid as the act and deed of the City and said offi-
cers and the City Treasurer and any other appropriate officers of
the City are hereby authorized and directed to take any necessary
action and to execute all instruments necessary to effectuate the
Mortgage and any supplemental mortgages and indentures referred to
therein. Said officers are further authorized to execute the Bonds
and to deliver the Bonds or cause the Bonds to be delivered to the
Trustee for delivery to the purchasers thereof, upon payment of the
purchase price. Said officers, or any of them, are further author-
ized and directed to approve or execute on behalf of the City such
certificates, statements, receipts and other instruments and to
endorse such checks, drafts, or other instruments of payment as
may be necessary to enable the Trustee to authenticate and deliver
the Bonds to the purchasers thereof pursuant to the terms of the
Mortgage and to complete the payment for and delivery of the Bonds
and the deposit of the proceeds thereof as provided in the Mortgage.
Section 10. There is hereby authorized the lease of the
Project to the Company, as Lessee, pursuant to the Lease, dated as
of September 1, 1977, in substantially the form attached hereto
marked Exhibit "B" (Exhibit "B" being incorporated herein as if
set forth in its entirety) , with such changes therein as the Mayor
and City Recorder shall approve, their execution thereof to be con-
clusive evidence of such approval, which Lease the Mayor and City
Recorder are hereby authorized and directed to execute and deliver
as the act and deed of the City.
Section 11. There is hereby authorized the assignment of
the Lease by the City to the Trustee pursuant to the Assignment of
Lease and Agreement, dated as of September 1, 1977, from the City to
the Trustee, in substantially the form attached hereto marked
Exhibit "C" (Exhibit "C" being incorporated herein as if set forth
in its entirety) , with such changes therein as may be approved by
-4-
the Mayor and City Recorder, their execution thereof to be conclu-
sive evidence of such approval, which Assignment of Lease and Agree-
ment the Mayor and City Recorder are hereby authorized and directed
to execute and deliver as the act and deed of the City.
Section 12. There is hereby authorized the sale of the
Bonds to Massachusetts Mutual Life Insurance Company, pursuant to
the Bond Purchase Agreement in substantially the form attached hereto
marked Exhibit "D" (Exhibit "D" being incorporated herein as if set
forth in its entirety) , with such changes therein as may be approved
by the Mayor and City Recorder, their execution thereof to be con-
clusive evidence of such approval, which Bond Purchase Agreement the
Mayor and City Recorder are hereby authorized and directed to execute
and deliver as the act and deed of the City.
Section 13. There is hereby approved the Guaranty and
Financial Agreement, dated as of September 1, 1977, among Facet
Enterprises, Inc., a Delaware corporation, the Trustee and
Massachusetts Mutual Life Insurance Company, in substantially
the form attached hereto and marked Exhibit "E" (Exhibit "E"
being incorporated herein as if set forth in its entirety) .
Section 14. This Resolution shall become effective and
be in full force upon its passage by the Board of Commissioners
of the City, its execution by the Mayor of the City, and its be-
ing recorded in the office of the City Recorder of the City.
INTRODUCED, PASSED AND APPROVED this 2„d day of August
1977. )
Mayor
[SEAL]
ATTESTED:
ROLL CALL
VOTING Aye Nay
Mr.Chairman ..
City Recor
Agraz
APPROV D'as T ORM: 7 Greener
Hogensen —
Phillips
Published August 2, 1977 Result
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