060 of 2011 - authorizing the execution and delivery of an interlocal cooperation agreement by and between Salt La R 11-1
C 11-794
RESOLUTION NO. 60 of 2011
A RESOLUTION AUTHORIZING THE EXECUTION AND
DELIVERY OF AN INTERLOCAL COOPERATION AGREEMENT
BY AND BETWEEN SALT LAKE CITY, UTAH (THE "CITY"), AND
THE REDEVELOPMENT AGENCY OF SALT LAKE CITY, UTAH
(THE "AGENCY") TO ALLOCATE A PORTION OF CERTAIN TAX
INCREMENT REVENUES TO BE USED BY THE AGENCY FOR THE
CONSTRUCTION OF A PERFORMING ARTS CENTER AND
RELATED IMPROVEMENTS (THE "UPAC PROJECT");
AUTHORIZING THE EXECUTION AND DELIVERY OF AN
INTERLOCAL COOPERATION AGREEMENT BY AND BETWEEN
THE CITY AND THE AGENCY TO PROVIDE THAT THE AGENCY
OR THE CITY WILL USE PROCEEDS OF THE CITY'S
SUBORDINATE EXCISE TAX REVENUE NOTES, SERIES 2012
(THE "NOTES") TO FINANCE THE UPAC PROJECT, AND WILL
REIMBURSE THE CITY FOR ANY PAYMENTS MADE ON THE
NOTES OR REFINANCE THE NOTES WITH LONG-TERM DEBT
OBLIGATIONS, IF POSSIBLE; PROVIDING FOR THE RUNNING OF
A CONTEST PERIOD; AND RELATED MATTERS.
WHEREAS, pursuant to the Limited Purpose Local Government Entities -
Community Development and Renewal Agencies Act, Title 17C, Chapters 1-4, Utah
Code Annotated, 1953, as amended (the "Redevelopment Act"), the Agency is authorized
to use tax increment revenues (the "Tax Increment Revenues") generated from its Central
Business District Project Area (the "Project Area") to finance redevelopment within such
project area; and
WHEREAS, pursuant to Resolution No. 04-01 (the "TEC Resolution") of the
Taxing Entity Committee for the Project Area, the Agency is authorized to retain 40% of
the Tax Increment Revenues generated from the Project Area each year beginning in the
2015 tax year and continuing through the 2040 tax year (the "Collection Period"), as
more specifically set forth in the TEC Resolution; and
WHEREAS, pursuant to the TEC Resolution, the remaining 60% of the Tax
Increment Revenues generated from the Project Area in each year of the Collection
Period are to be distributed by the Agency pro rata to the taxing entities within the Project
Area, based on their proportional share of the certified tax rate (not including judgment
levies); and
WHEREAS, the City is a taxing entity entitled to a proportional share of Tax
Increment Revenues from the Project Area pursuant to the TEC Resolution (the City's
proportionate share of the 60% of the Tax Increment Revenues from the Project Area is
referred to herein as the"City TEC Allocation"); and
DMWEST#8523320 Q 2
WHEREAS, the Agency and the City desire that certain improvements be made
in the Project Area for the purpose of financing the construction of a performing arts
center and related improvements (the "UPAC Project"); and
WHEREAS, the Interlocal Cooperation Act, Title 11, Chapter 13, Utah Code
Annotated 1953, as amended (the "Interlocal Act") permits public agencies as defined in
the Interlocal Act to enter into agreements with one another for joint or cooperative
action; and
WHEREAS, the City and the Agency are public agencies as defined by the
Interlocal Act and are authorized to enter into interlocal agreements to act jointly and
cooperatively as described herein; and
WHEREAS, pursuant to the Interlocal Act and the Redevelopment Act, the City
desires to enter into the interlocal agreement in substantially the form attached hereto as
Exhibit B (the "UPAC Agreement") to assist in financing the UPAC Project by allowing
the Agency to retain a portion of the annual City TEC Allocation, as more specifically
described therein; and
WHEREAS, pursuant to a resolution of the Council adopted on December 6,
2011, the Council has authorized the issuance of its Subordinate Excise Tax Revenue
Notes, Series 2012 (the "Notes") in the aggregate principal amount of up to $18,000,000,
the proceeds of which are to be used by the City and the Agency to finance a portion of
the cost of acquiring, constructing and equipping the UPAC Project; and
WHEREAS, pursuant to the Interlocal Act and the Redevelopment Act, the City
desires to enter into the interlocal agreement in substantially the form attached hereto as
Exhibit C (the "Use/Reimbursement Agreement") to provide that the City or the Agency
will use proceeds of the Notes solely for the purpose of financing the costs of acquiring,
constructing and equipping the UPAC Project, and that the Agency will use Tax
Increment Revenues to reimburse the City for any payments made on the Notes, and if
requested by the City, will issue long-term debt obligations, to the extent possible, to
refinance the Notes; and
WHEREAS, pursuant to Section 11-13-219 of the Interlocal Act, the Agency is to
publish a "Notice of Interlocal Cooperation Agreement" with respect to the UPAC
Agreement and the Use/Reimbursement Agreement in the forms attached hereto as
Exhibit D and Exhibit E, respectively, and the City shall keep copies of the UPAC
Agreement and the Use/Reimbursement Agreement on file at the City's principal place of
business during regular business hours for thirty (30) days after the publication of the
notice of Agreement:
NOW, THEREFORE, it is hereby resolved by the City Council Salt Lake City,
Utah, as follows:
Section 1. The Council hereby finds and determines that it is in the best
interests of the City and the residents thereof for the City to enter into the UPAC
Agreement and the Use/Reimbursement Agreement with the Agency in substantially the
DMWEST#8523320 Q 3
forms attached hereto as Exhibit B and Exhibit C, respectively, and the Council hereby
authorizes the execution and delivery of the UPAC Agreement and the
Use/Reimbursement Agreement. The Mayor and the City Recorder are hereby
authorized to execute the UPAC Agreement and the Use/Reimbursement Agreement in
substantially the forms attached hereto as Exhibit B and Exhibit C, respectively, for and
on behalf of the City. The UPAC Agreement and the Use/Reimbursement Agreement
shall each commence on the date of final execution by the parties.
Section 2. The City hereby consents to the Agency's use of a portion of the
City TEC Allocation to pay financing, design, construction, acquisition, and related costs
of the UPAC Project as provided in the UPAC Agreement, and to the Agency's use of
proceeds of the Notes pursuant to the Use/Reimbursement Agreement.
Section 3. The appropriate officials of the City are hereby authorized to make
any alterations, changes or additions to the UPAC Agreement and the
Use/Reimbursement Agreement which may be necessary to conform said agreements to
changes in the financing structure of the UPAC Project, as it evolves, to correct errors or
omissions therein, to complete the same, to remove ambiguities therefrom, or to conform
the same to the provisions of this Resolution or any resolution adopted by the Council or
the provisions of the laws of the State of Utah or the United States.
Section 4. Pursuant to the UPAC Agreement, the Use/Reimbursement
Agreement and Section 11-13-219 of the Interlocal Act, the Agency shall cause notices of
the UPAC Agreement and the Use/Reimbursement Agreement in the forms attached
hereto as Exhibit D and Exhibit E, respectively, to be (i) published in the Salt Lake
Tribune and the Deseret News, and (ii) posted on the Utah Legal Notices website
(www.utahlegals.com) created under Utah Code Ann. Section 45-1-101. The Agency
and the City shall make copies of the UPAC Agreement and the Use/Reimbursement
Agreement available at their respective principal places of business during regular
business hours for thirty (30) days after the publication of the notice of the UPAC
Agreement and the Use/Reimbursement Agreement, during which time any person in
interest may contest the legality of the UPAC Agreement or the Use/Reimbursement
Agreement. After the thirty (30) days have passed, no one may contest the regularity,
formality, or legality of the UPAC Agreement or the Use/Reimbursement Agreement or
any action performed or instrument issued under the authority of the UPAC Agreement
or the Use/Reimbursement Agreement for any cause whatsoever.
Section 5. All resolutions 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 approval and adoption.
Section 6. This resolution shall take effect immediately upon its approval and
adoption.
DMWEST#8523320 0 4
PASSED AND APPROVED BY THE CITY COUNCIL OF SALT LAKE CITY, UTAH
THIS 6TH DAY OF DECEMBER, 2011.
Chair as of 11
(SEAL), ITY�\
ti
ATTEST:
City ecor er
APPROVED AS TO FORM
Salt Lake City Attorney's Office
Date
By 17��
DMWEST#8523320 v3 5
PRESENTATION TO THE MAYOR
The foregoing resolution was presented to the Mayor for his approval or
disapproval on 2-27-2012 2011.
By: O-L�,
Chair as of 12-6-2011
MAYOR'S APPROVAL OR DISAPPROVAL
The foregoing resolution is hereby approved on this 2-27-2012
2011.
By:
Mayor
DMWEST#8623320 v3 6
STATE OF UTAH )
:ss.
COUNTY OF SALT LAKE )
I, Christine Meeker, the undersigned duly appointed, qualified and acting City
Recorder of Salt Lake City, Utah (the "City"), do hereby certify according to the records
of the City Council in my official possession that the foregoing constitutes a true and
correct excerpt of the minutes of the meeting of the City Council held on December 6,
2011, including a resolution (the "Resolution") adopted at said meeting and that said
minutes and Resolution are officially of record in my possession.
I further certify that the Resolution, with all exhibits attached, was deposited in
my office on December(, , 2011.
IN WITNESS WHEREOF, I have hereunto subscribed my signature and
impressed hereon the official seal of the City, this December 2011.
(SEAL)
City ecorder
CITY G�
,'r.
y
, n T
S
G�OR A�
DMWEST#8523320 Q 7
EXHIBIT A
CERTIFICATE OF COMPLIANCE WITH
OPEN MEETING LAW
I, Christine Meeker, the undersigned City Recorder of Salt Lake City, Utah (the
"City"), do hereby certify, according to the records of the City in my official possession,
and upon my own knowledge and belief, that in accordance with the requirements of
Section 52-4-202, Utah Code Annotated, 1953, as amended, I gave not less than twenty-
four (24) hours public notice of the agenda, date, time, and place of the December 6,
2011, public meeting held by the City Council of the City (the "Council") as follows:
(a) By causing a Notice, in the form attached hereto as Schedule 1, to
be posted at the City's principal offices on December _, 2011, at least twenty-
four (24) hours prior to the convening of the meeting, said Notice having
continuously remained so posted and available for public inspection until the
completion of the meeting;
(b) By causing a Notice, in the form attached hereto as Schedule 1, to
be delivered to The Salt Lake Tribune and/or the Deseret News on December_,
2011, at least twenty-four(24) hours prior to the convening of the meeting; and
(c) By causing a Notice, in the form attached hereto as Schedule 1, to
be posted on the Utah Public Notice Website (http://pmn.utah.gov) at least
twenty-four (24) hours prior to the convening of the meeting.
In addition, the 2011 Notice of Annual Meeting Schedule for the Council, in the
form attached hereto as Schedule 2, was given specifying the date, time and place of the
regular meetings of said Council to be held during the year, by causing said Notice to be
(i) posted on December 23, 2010, at the principal office of the Council, (ii) provided to at
least one newspaper of general circulation within the City on January 1, 2011 and (iii)
published on the Utah Public Notice Website (http://pian.utah.gov) during the current
calendar year.
IN WITNESS WHEREOF, I have hereunto subscribed my official signature this
6th day of December, 2011.
Y:
ChozcAer
DMWEST#8523320 v3 A-1
SCEEDULEI
NOTICE OF MEETING
DMWEST#8523320 v3 A-2