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HomeMy WebLinkAbout052 of 2010 - Facility Revenue Bonds - McGillis School Project - Series 2010BR 10-1 Q 10-9 RESOLUTION NO. 52 of 2010 A Resolution of the City Council of Salt Lake City, Utah (the "Issuer") providing for the financing by the Issuer of the acquisition, construction, improvement, equipping and furnishing of certain facilities to be located in Salt Lake City, Utah in order that The McGillis School (the "Borrower") may be provided with facilities to promote the general health and welfare within the State of Utah; authorizing and providing for the issuance by the Issuer of its not to exceed $3,000,000 Salt Lake City Facility Revenue Bonds (McGillis School Project), Series 2010B which will be payable solely from the revenues arising from the pledge of a Loan Agreement with the Borrower; authorizing the execution and delivery of a Loan Agreement between the Issuer, the Borrower and Zions First National Bank and related documents; and related matters. WHEREAS, pursuant to the Utah Industrial Facilities and Development Act, Title 11, Chapter 17, Utah Code Annotated 1953, as amended (the "Act"), Salt Lake City, Utah (the "Issuer") is authorized to issue its revenue bonds to finance the costs of any "project" as defined in the Act to the end that the Issuer may be able to promote the general health and welfare within the State of Utah; and WHEREAS, the Act provides that the Issuer may issue revenue bonds for the purpose of using substantially all of the proceeds thereof to pay or to reimburse a business for the costs of the acquisition and construction of the facilities of a project and that title to or in such facilities may at all times remain in the Borrower, and in such case the bonds of the Issuer shall be secured by a pledge of one or more notes, debentures, bonds or other secured or unsecured debt obligations of the Borrower; and WHEREAS, as a result of negotiations between the Issuer and The McGillis School (the `Borrower"), a Utah nonprofit corporation duly organized and authorized to do business in the State of Utah, contracts have been or will be entered into by the Borrower for the acquisition, construction, improvement, equipping and furnishing of certain facilities located in Salt Lake City, Utah consisting of an approximately 53,000 square -foot educational facility addition, to be located at approximately 668 South 1300 East, Salt Lake City, Utah, to be owned and used by the Borrower as an educational facility (collectively, the "Project'); and WHEREAS, the Project will be of the character and will accomplish the purposes provided by the Act, and the Issuer is willing to issue its facility revenue bonds to finance the Project upon terms which will be sufficient to pay a portion of the costs of the Project as evidenced by such bonds, all as set forth in the details and provisions of the Loan Agreement (the "Loan Agreement') between the Issuer, the Borrower and Zions First National Bank (the "Lender") in substantially the form attached hereto as Exhibit B; and WHEREAS, pursuant to the provisions of the Act, the Issuer proposes to enter into the Loan Agreement and related security documents in connection with the financing of the Project, pursuant to which the Issuer will issue its not to exceed $3,000,000 Salt DMWEST#7867231 v2 2 Lake City Facility Revenue Bonds (McGillis School Project), Series 2010B (the `Bonds"); and WHEREAS, the City Council of the Issuer (the "Council") deems it necessary and advisable to authorize the issuance and confirm the sale of the Bonds and to authorize the execution and delivery of the Loan Agreement and related security documents; and WHEREAS, pursuant to the provisions of the Loan Agreement, the Borrower will promise to pay amounts sufficient to pay when due the principal of, premium, if any, and interest on the Bonds, all in accordance with the requirements of the Act; and WHEREAS, after published notice, a public hearing was held on November 9, 2010, at which any interested party had an opportunity to comment upon the proposed issuance of the Bonds or any other matter relating to the Project; and WHEREAS, the Act and the documents to be signed by the Issuer provide that the Bonds shall not constitute nor give rise to a general obligation or liability of the Issuer or be a charge against its general credit or taxing powers and that the Bonds will be payable from and secured only by the revenues arising from the pledge and assignment under the Loan Agreement of the loan repayments to the Lender. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF SALT LAKE CITY, UTAH, AS FOLLOWS: Section 1. All terms defined in the recitals hereto shall have the same meaning when used herein. Section 2. The Issuer is authorized to issue the Bonds for the purpose of lending the proceeds thereof to the Borrower to finance the costs of the Project, all pursuant to the provisions of the Act. All action heretofore taken by the officers of the Issuer directed toward the issuance of the Bonds is hereby ratified, approved and confirmed. Section 3. The Issuer is authorized and directed to issue the Bonds as fully registered bonds, in the aggregate principal amount of not to exceed $3,000,000. The Bonds shall bear interest at, shall be payable on the dates, shall be subject to redemption prior to maturity, and shall mature within twenty-one (21) years of the date of delivery thereof, all as set forth in the Loan Agreement, the form of which is attached hereto as Exhibit B. The form, terns and provisions of the Bonds and the provisions for the signatures, authentication, payment, registration, transfer, exchange, redemption and number shall be as set forth in the Loan Agreement. The Mayor (including any acting or deputy Mayor) and City Recorder are hereby authorized and directed to execute and seal the Bonds and to deliver said Bonds to the Lender. The signatures of the Mayor and the City Recorder may be by facsimile or manual execution. DMWEST#7867231 v2 3 The form of Bond is set out in the Loan Agreement, copies of which were before the Council at this meeting, which form is incorporated herein by reference and made a part hereof. Section 4. The Bonds are to be issued in accordance with and pursuant to, and the Issuer is authorized and directed to execute and deliver, the Loan Agreement, in substantially the same forms presented to the Council at the meeting at which this Resolution was adopted (with such final financial terms as may be determined so long as the aggregate principal amount of the Bonds does not exceed $3,000,000). The Loan Agreement provides for the issuance of the Bonds solely for the purpose of financing the cost of acquiring and constructing the Project and for paying expenses incidental thereto. The Loan Agreement provides for certain representations and warranties by the Issuer and the Borrower, for certain conditions precedent to the purchase of the Bonds, for certain affirmative and negative covenants, and for remedies in connection with the failure to perform certain covenants thereunder. The Loan Agreement also specifically provides that the Bonds and the Loan Agreement shall not constitute nor give rise to a general obligation or liability of the Issuer or a charge against its general credit or taxing powers. Recourse on the Bonds executed and delivered by the Issuer pursuant to the Loan Agreement may be had only against the security for the Bonds as provided therein and in the Loan Agreement. The issuance of the Bonds shall also be subject to the approval of bond counsel. Section 5. The Project will constitute certain facilities to be used in the Borrower's business as contemplated in the Act consisting of buildings and equipment and related property and improvements, including any modification thereof, substitutions therefor and amendments thereto. Section 6. The Loan Agreement, in substantially the form presented to the Council of the Issuer at this meeting, with such changes as are authorized by Section 8 hereof, is hereby approved in all respects, and the Mayor (including any acting or deputy Mayor) is hereby authorized to execute the same on behalf of the Issuer and the City Recorder is authorized to affix the seal of the Issuer thereto and the acts of the Mayor and City Recorder in so doing are and shall be the act and deed of the Issuer. The Mayor, City Recorder and all other proper officers and employees of the Issuer are hereby authorized and directed to take all steps on behalf of the Issuer to perform and discharge the obligations of the Issuer under said instrument. Section 7. The sale of the Bonds to the Lender in accordance with the Loan Agreement, is hereby authorized, approved and confirmed. Section 8. The Mayor is hereby authorized to make, either prior or subsequent to the execution thereof, any alterations, changes or additions in the Loan Agreement and the Bonds herein authorized which may be necessary to reflect final financial terms of the Bonds (so long as the aggregate principal amount of the Bonds does not exceed $3,000,000), correct any errors or omissions therein, to remove ambiguities therefrom, to conform the same to other provisions of said instruments, to the agreement of the Borrower and the Lender, to the provisions of this Resolution, or any DMWEST#7867231 Q 4 other resolution adopted by the Issuer, or the provisions of the laws of the State of Utah or the United States as long as the rights of the Issuer are not materially adversely affected thereby. Section 9. Pursuant to Section 11-17-13, Utah Code Annotated 1953, as amended, the Issuer includes herein the pledge and undertaking of the State of Utah that the State of Utah will not alter, impair or limit the rights vested hereunder or in the Bonds, the Loan Agreement or any of the documents contemplated hereby until the Bonds, together with all interest thereon, have been fully paid and discharged and all obligations of the Issuer thereunder and under the Loan Agreement are fully performed. Section 10. In accordance with the provisions of Section I1-17-16 of the Act, the City Recorder caused the "Notice of Bonds to be Issued and of Public Hearing" to be published one time in The Salt Lake Tribune, a newspaper having general circulation in the Issuer, the affidavit of such publication being attached hereto as Exhibit C, and has caused a form of the Loan Agreement and Resolution No. 46 of 2010, adopted on October 19, 2010, to be kept on file in the office of the City Recorder for public examination during regular business hours for at least thirty (30) days from and after the date of publication of the Notice of Bonds to be Issued and of Public Hearing, Section 11. It is hereby declared that all parts of this Resolution are severable and that if any section, paragraph, clause or provision of this Resolution shall, for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of any such section, paragraph, clause or provision shall not affect the remaining provisions of this Resolution. Section 12. The Mayor, City Recorder and other officers of the Issuer are hereby authorized to execute all documents and take such action as they may deem necessary or advisable in order to carry out and perform the purpose of this Resolution and the execution or taking of such action shall be conclusive evidence of such necessity or advisability. All action heretofore taken by the Issuer, its officers and employees, with respect to the issuance and sale of the Bonds is hereby ratified and confirmed. Any action authorized by this Resolution to be taken by the Mayor may be taken by any duly authorized acting or deputy Mayor in the absence or unavailability of the Mayor. Any action authorized by this Resolution to be taken by the City Recorder may be taken by any duly authorized acting or deputy city recorder in the absence or unavailability of the City Recorder. Section 13. All resolutions, orders and regulations or parts thereof heretofore adopted or passed which are in conflict herewith are, to the extent of such conflict, hereby repealed. This repealer shall not be construed so as to revive any resolution, order, regulation or part thereof heretofore repealed. Section 14. This Resolution shall take effect immediately upon its approval and adoption. DMWEST#7867231 v2 5 PASSED AND APPROVED BY THE CITY COUNCIL OF SALT LAKE CITY, UTAH THIS 7TH DAY OF DECEMBER, 2010. (SEAL) ATTEST: a- 4:A4'. kp" City kke6rdei APPROVED AS TO FORM Salt Lake City Attorneys Office Dares 12—I-10 By. 7 DMWEST#7867231 V2 PRESENTATION TO THE MAYOR The foregoing Resolution was presented to the Mayor's designee for his approval or disapproval on December 7, 2010. By:;;;;;, MAYOR'S APPROVAL OR DISAPPROVAL The foregoing Resolution is hereby approved on this December 7, 2010. By: Mayor Designee DMWEST#7867231 v2 STATE OF UTAH ) ss. COUNTY OF SALT LAKE ) I, Christine Meeker, the duly qualified and acting City Recorder of Salt Lake City, Utah (the "Issuer"), do hereby certify according to the records of the Issuer's City Council (the "Council") in my possession, that the foregoing constitutes a true, correct and complete copy of a Resolution adopted by the Council at a meeting held on December 7, 2010. IN WITNESS WHEREOF, I have hereunto subscribed my signature and impressed hereon the official seal of the City Recorder this 7th day of December, 2010. U City Recor�e� DMWEST#7867231 v2 8 W% e 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 7, 2010, public meeting held by the City Council (the "Council") as follows: (i) By causing a Notice, in the form attached her to as Schedule 1, to be posted at the City's principal offices on December 2010, 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; (ii) By causing a Notice, in the form attached hereto as Schedule 1, to be delivered to The Salt Lake Tribune on December=, 2010, at least twenty- four (24) hours prior to the convening of the meeting; and (iii) By causing a Notice, in the form attached hereto as Schedule 1, to be posted on the Utah Public Notice Website (httn://omn.utah.Rov) at least twenty-four (24) hours prior to the convening of the meeting. In addition, the 2010 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 the Council to be held during the year, by causing said Notice to be (i) posted on January 5, 2010, at the principal office of the Council, (ii) provided to at least one newspaper of general circulation within the City on January 9, 2010 and (iii) published on the Utah Public Notice Website (httD://Dmn.utah.gov) during the current calendar year. IN WITNESS WHEREOF, I have hereunto subscribed my official signature this 7th day of December, 2010. DMWEST#7867231 v2 A-1 SCHEDULEI MEETING NOTICE DMWEST#7867231 v2 A-2 06) a* 10 bill 2010 ANNUAL MEETING NOTICE DMWEST#7867231 v2 A-3 EXHIBIT B LOAN AGREEMENT (See Transcript Document No. --) DMWEST#7867231 v2 B-I EXHIBIT C AFFIDAVIT OF PUBLICATION OF NOTICE OF BONDS TO BE ISSUED AND OF PUBLIC HEARING DMWEST#7867231 v2 C-1 EXHIBIT C AFFIDAVIT OF PUBLICATION OF NOTICE OF BONDS TO BE ISSUED AND OF PUBLIC HEARING DMWEST#7867231 v2 C-I