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HomeMy WebLinkAbout132 of 1987 - Creation of Municipal Building Authorityg 7- /I The resolution was thereupon presented to and approved and signed by the Mayor in open meeting, was approved as to form and signed by the City Attorney, was signed by the Chairperson of the Municipal Council, and was attested and recorded by the City Recorder in the official records of the City. The resolution is as follows: RESOLUTION NO. 132 OF 1987 A RESOLUTION OF THE MUNICIPAL COUNCIL OF SALT LAKE CITY, SALT LAKE COUNTY, UTAH, APPROVING THE ORGANIZATION OF THE MUNICIPAL BUILDING AUTHORITY OF SALT LAKE CITY, SALT LAKE COUNTY, UTAH AND THE FORMS OF ARTICLES OF INCORPORATION AND BY-LAWS RELATING THERETO, AND AUTHORIZING THE APPROPRIATE OFFICERS OF SAID CITY TO TAKE ALL NECESSARY ACTIONS IN CONNECTION THEREWITH; AUTHORIZING AND DIRECTING THE PUBLICATION OF THIS RESOLUTION; APPROVING THE SELECTION OF AN UNDERWRITER AND BOND COUNSEL FOR CERTAIN LEASE REVENUE BONDS, SERIES 1987, TO BE ISSUED BY SAID AUTHORITY; AND RELATED MATTERS. WHEREAS, pursuant to the provisions of the Utah Municipal Building Authority Act, Title 11, Chapter 29 of the Utah Code Annotated 1953, as amended (the "Act"), Salt Lake City, Salt Lake County, Utah (the "City") is authorized to create a municipal building authority solely for the purpose of accomplishing the public purposes for which the City exists by acquiring, improving, or extending any improvements, facilities, or properties (whether real or personal) and appurtenances to them which the City is authorized or permitted by law to acquire, including, but not limited to, public buildings or other structures of every nature or any joint or partial interest in the same, which improvements, facilities, properties, and appurtenances need not be situated within the boundaries of the City; and WHEREAS, this Municipal Council of the City (the "Municipal Council") considers it necessary and desirable for the City to organize a nonprofit corporation as the municipal building authority (the "Corporation") solely for the purpose of accomplishing the -6- public purposes for which the City exists by acquiring, improving, or extending such improvements, facilities, or properties and appurtenances to them and financing their costs on behalf of the City, all in accordance with the procedures and subject to the limitations of the Act; and WHEREAS, Section 11-29-3(1) of the Act provides that the articles of incorporation and bylaws of a municipal building authority, such as the Corporation, are to be approved by the Municipal Council; and WHEREAS, there have been presented to and reviewed by this Municipal Council proposed Articles of Incorporation (a copy of the form of which is attached hereto as Exhibit B and which by this reference is incorporated herein) and proposed By -Laws (a copy of the form of which is attached hereto as Exhibit C and which by this reference is incorporated herein) for the Corporation, and this Municipal Council desires to approve the organization of the Corporation and such proposed documents and to authorize the appropriate officers of the City to take all necessary or desirable actions in connection with the organization of the Corporation as required by law, including but not limited to authorizing the publication of this resolution; and WHEREAS, the Municipal Council desires to approve the selection of an underwriter and the appointment of bond counsel, both to act in connection with the issuance, sale and delivery by the Corporation of certain Lease Revenue Bonds, Series 1987, after the organization of the Corporation as provided by law; NOW, THEREFORE, Be It Resolved by the Municipal Council of Salt Lake City, Salt Lake County, Utah, as follows: Section 1. That this Municipal Council hereby approves the organization of the Municipal Building Authority of Salt Lake City, Salt Lake County, Utah (the "Corporation") to function on behalf of Salt Lake City, Salt Lake County, Utah (the "City") as its municipal building authority in accordance with the provisions of the Utah Municipal Building -7- Authority Act, Title 11, Chapter 29 of the Utah Code Annotated 1953, as amended (the "Act") as the same now exists or as it may be from time to time amended. In connection with the organization of the Corporation as hereby approved, this Municipal Council hereby approves (a) the Articles of Incorporation of the Corporation in the form presented to and reviewed by this Municipal Council and which is attached hereto as Exhibit B and (b) the By - Laws of the Corporation in the form presented to and reviewed by this Municipal Council and which is attached hereto as Exhibit C. Section 2. That the members of the Municipal Council, including the Chairperson, are hereby authorized and directed as incorporators to execute the Articles of Incorporation of the Corporation in the form hereby approved, that the City Attorney shall cause such executed Articles of Incorporation to be filed with the Division of Corporations and Commercial Code of the State of Utah, and that the Mayor, the Chairperson, the City Recorder, the City Attorney, the Finance Director, the City Treasurer and other officers of the City are hereby authorized and directed to take all necessary or desirable actions to cause the organization of the Corporation in accordance with the Act and the Utah Nonprofit Corporation and Co-operative Association Act. Section 3. That in accordance with the provisions of Section 11-29-15, Utah Code Annotated 1953, as amended, the City Recorder is hereby directed to cause this resolution to be published one time in The Salt Lake Tribune, a newspaper having general circulation in the City, and that for a period of 30 days after such publication, any person in interest shall have the right to contest the legality of this resolution (including, but not limited to, the exhibits attached hereto, being the the forms of Articles of Incorporation and By -Laws of the Authority), and after such time no one shall have any cause of action to contest the regularity, formality, or legality of same for any cause whatsoever. That the City Recorder shall cause a copy of this resolution (including, but not limited to, the exhibits attached hereto, being the form of Articles of Incorporation and By -Laws of the -8- Authority) to be kept on file in her office for public examination during regular business hours until at least thirty (30) days from and after the date of such public action. Section 4. That this Municipal Council hereby approves the selection of Smith Barney, Harris Upham & Co. Inc. to act as underwriter in connection with the issuance and sale of the Corporation following its organization as provided by law, of certain Lease Revenue Bonds, Series 1987, all the proceeds of which are to be used to finance the acquisition, improvement and extension of certain projects under the Act for the benefit of the City. This Municipal Council hereby further approves and consents, for purposes of Section 11-29-3(4)(b) of the Act, to the appointment of Chapman and Cutler to act as bond counsel in connection with said lease revenue bonds, subject to the consent of the Salt Lake City Attorney as required by said Section 11-29-3(4)(b). The Finance Director of the City is hereby authorized and directed to evidence such approval and consent on behalf of the Municipal Council by executing and delivering a consent to an engagement letter between the Corporation and Chapman and Cutler, which shall be in form and content acceptable to the Finance Director of the City and the City Treasurer. Section 5. That this Municipal Council hereby ratifies, confirm and approves all actions heretofore taken by the officers of the City, including but not limited to the Finance Director and the City Treasurer, to arrange for the organization of the Corporation, the financing of certain projects on behalf of the City by the Corporation as authorized by the Act and the selection of the underwriter and bond counsel as described in Section 4 hereof. Section 6. That all resolutions and orders or parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed, and this resolution shall be in full force and effect immediately upon its passage. -9- [SEAL] 1. • ATTEST: ADOPTED and APPROVED this loth day of November, 1987. SALT LAKE CITY, SALT LAKE COUNTY, UTAH IliA1)1/7IV& ndR. bomino Chi Deputy City Recorder, Salt Lake City, Salt Lake County, Utah • By Roselirk Chairperson of the Municipal Council, Salt Lake City, Salt Lake County, Utah APPROVED: By �����,„,„ /Y • 6 44; Palmer A. DePaulis Mayor, Salt Lake City, Salt Lake County, Utah APPROVED as to.for : By/ -10- CBagt-r F. Cutler City Attorney, Salt Lake City, Salt Lake County, Utah (Other business not pertinent to the above appears in the minutes of the meeting.) Upon the conclusion of all business and upon motion duly made and carried, the meeting was adjourned. ATTEST: R. Domino Chi Deputy City Recorder, Salt Lake City, Salt Lake County, Utah [SEAL] -te,4) Rose Kir Chairperson of the Municipal Council, Salt Lake City, Salt Lake County, Utah -11- STATE OF UTAH ) ) COUNTY OF SALT LAKE ) I, Kathryn Marshall, do 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 full, true and correct copy of the minutes of a regular public meeting of the Municipal Council of Salt Lake City, Salt Lake County, Utah, held on November 10, 1987, and of a resolution adopted at said meeting insofar as said minutes pertain to the matters above set forth, as said minutes and resolution are officially of record in my possession. 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 /D- day of November, 1987. [SEAL] Ka 11 City Reco Salt Lake City, Salt Lake County, Utah -12-