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104 of 1982 - Industrial Revenue Bonds : *64 ;:,ppjtovED AS TO 'FORM � 82-27 ,;,s:i Lake City Attorney's O€fiCs vats _1 By `W-_. PROCEEDINGS FOR ENACTMENT OF RESOLUTION AUTHORIZING SALT LAKE CITY INDUSTRIAL REVENUE BONDS, SERIES OF 1982 IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $2,000,000 The City Council of Salt Lake City, Salt Lake County, State of Utah, met in regular session on Tuesday the 7th day of December , 1982 at the hour of 6:00 p.m. , at its chambers in Salt Lake City, Utah, the regular meeting place of said Council, due and legal and timely notice of said meeting having been given as required by law. On roll call, the following members, constituting all of the Council were present: Sydney Reed Fonnesbeck Council Member and Chairperson Ronald J. Whitehead Council Member Grant Mabey Council Member Palmer De Paulis Council Member Alice Shearer Council Member Ione Davis Council Member Edward W. Parker Council Member Also present were: Ted L. Wilson Mayor Kathryn Marshall City Recorder Roger F. Cutler City Attorney [Member Other Than Chairman] Ronald J. Whitehead introduced the following Resolution and moved its adoption: (proceedings) RESOLUTION OF SALT LAKE CITY STATE OF UTAH NO. 104-1982 A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $2 ,000 ,000 PRINCIPAL AMOUNT OF INDUSTRIAL REVENUE BONDS OF SALT LAKE CITY, STATE OF UTAH, FOR THE PURPOSE OF FINANCING THE ACQUISITION AND CONSTRUCTION OF FACILITIES WHICH SHALL BE COMMERCIAL, MANUFACTURING AND WAREHOUSING FACILITIES AND IMPROVEMENTS FOR ALTA INDUSTRIES LTD. ; AUTHORIZING THE EXECUTION OF A FINANCING AGREEMENT AND RELATED DOCUMENTS : PROVIDING FOR A NOTE OF ALTA INDUSTRIES LTD. , A PLEDGE THEREOF AND OTHER TERMS FOR SECURITY OF SAID INDUSTRIAL REVENUE BONDS; PROVIDING FOR THE REMEDIES OF THE HOLDER OF SAID INDUSTRIAL REVENUE BONDS AND FOR THE RIGHTS AND DUTIES OF A TRUSTEE UNDER A TRUST INDENTURE; AND OTHERWISE APPROVING SUCH ACTIONS AS MAY BE NECESSARY FOR ISSUANCE OF SAID BONDS. WHEREAS , Salt Lake City, State of Utah (the "City" herein) desires to promote, stimulate and develop the general economic welfare and prosperity of said City and to achieve greater industrial development of the State of Utah; and WHEREAS , the Issuer is authorized pursuant to the provisions of the Utah Industrial Facilities Development Act, found in Chapter 17 of Title 11, Utah Code Annotated, 1953 , as amended, (sometimes referred to herein as the "Act") to issue Industrial Revenue Bonds for the purpose of financing the acquisition of land and construction of various commercial, manufacturing and warehousing facilities, together with equipment, fixtures and appurtenances thereto (all herein sometimes referred to as the "Project") ; and WHEREAS, the Issuer has determined to issue Industrial Revenue Bonds in the aggregate principal amount of not exceeding $2,000 ,000 for the purposes of financing the acquisition and construction of the Project hereinafter described, together with expenses related to the issuance and sale of the Bonds; and WHEREAS, Issuer, by a resolution dated August 3 , 1982 , expressed an intent to finance acquisition and construction of such facilities for use by Alta Industries Ltd. (hereinafter the "Company") , the costs of which in whole or in part are to be derived through issuance of Industrial Revenue Bonds not to exceed $2,000 ,000 principal amount in aggregate; and WHEREAS, upon fulfillment of all conditions hereof, the Issuer proposes to enter into a Financing Agreement with the Company. Under said Financing Agreement the Issuer will finance part of the Project for the Company in consideration of (1) -2- certain note payments which will be sufficient to pay the principal of and interest and other fees and charges pertaining to said Bonds, (2) additional covenants of the Company as will be set forth in detail in said Financing Agreement; and (3) security for the benefit of bondholders through pledge and assignment of said note and a Trust Indenture representing, among other things, a trust deed and security agreement against the Project; and WHEREAS , the Issuer proposes to sell all of the Industrial Revenue Bonds to be issued under authority of this Resolution to a purchaser who has been or will be obtained through private negotiation. The issuance of said Bonds and sale thereof are intended to be conducted in such manner as to be exempt from registration or qualification under the Securities Act of 1933, the Trust Indenture Act of 1939 , the Utah State Securities Act, and other similar laws. The term "Purchaser" as used herein shall include all bondholders, if more than one may exist from time to time. WHEREAS, the plan to proceed with the Project, including financing the acquisition and construction of the facilities constituting the Project, has been and hereby is approved by the Council, on behalf of the Issuer, there being no other or further governing body or governmental entity of any kind required under law to provide approval thereof; and -3- WHEREAS, the property on which the Project is to be located is within the boundaries of Salt Lake City, is owned by the Company and will continue to be owned by the Company for purposes of this bond issue, and the use of said property as contemplated by the Company is consistent with all zoning laws and other ordinances of Salt Lake City; and WHEREAS, the Issuer finds that it will be desirable to appoint a Trustee to administer the funds and discharge the fiduciary duties related to said Bonds, and also deems it advisable and in its best interest to enter into and execute the Financing Agreement and the Trust Indenture to provide for the issuance of said Bonds, to secure payment of same, and to describe the rights and duties of the Trustee. NOW, THEREFORE, BE IT RESOLVED BY SALT LAKE CITY, STATE OF UTAH, THAT: Section 1. Project Authorized. The financing of the acquisition and construction of the Project are hereby authorized in accordance with law. Said Project shall consist of certain real property located in Salt Lake City, together with facilities constructed or to be constructed thereon for the purposes of providing commercial, manufacturing and warehousing facilities including equipment, fixtures and other appurtenances which may be used in connection therewith. -4- Section 2. Bonds Authorized. For the purposes of paying (or reimbursing to the Company) all or part of the costs of the acquisition and/or construction of the Project and all costs incidental thereto including costs of financing through the subject Bonds, the Issuer hereby authorizes the issuance of Bonds described as "Salt Lake City Industrial Revenue Bonds, Series 1982 dated December 30 , 1982 (Alta Industries Ltd. Project) (collectively called the "Bonds" herein) in the aggregate principal amount of not exceeding $2,000,000. " Said Bonds may be issued and sold at par all at one time or in increments from time to time, under terms which may be more fully defined in the Trust Indenture, and shall be issued in $5,000 denominations or in such other denominations as may be agreed with the Purchaser. Each of the Bonds may be dated as of December 30, 1982 or as of such other date as may be agreed with the Purchaser, and will bear interest commencing as of the date shown on each Bond. The Bonds will mature serially over their respective maturities. Principal and interest shall be payable to the holders of such Bonds semiannually. Section 3. Source of Payment. The principal of and interest on said Bonds authorized to be issued pursuant to this Resolution, shall be payable solely from the note payments from -5- the Company or other revenues from the Project including other funds which may be held from time to time by the Trustee for such purposes, and payment thereof shall be secured as provided herein. Nothing in this Resolution or any documents issued or executed under authority hereof shall be construed in any manner to impose any financial obligation or liability whatever on the Issuer and no part of the payment of expenses, principal, interest or other charges on the Bonds shall be or become a charge against any revenues or taxes of the Issuer other than revenues constructively received by the Issuer through the Trustee pursuant to the Agreement. Section 4. Disposition of Proceeds. The proceeds from the sale of Bonds to be issued under authority hereof shall be applied for the purposes for which the Bonds are issued as herein described, and shall be disbursed through the Trustee. If for any reason any portion of the proceeds actually received from sale shall be applied to the payment of the principal of and/or the interest on said Bonds, the resulting prepayment shall be in inverse order of maturities. The purposes for which the Bonds shall be issued shall include, without limitation, the actual entire or partial costs of financing the acquisition and improvement of the real estate needed for the Project and acquiring or constructing all or part of the land, building, equipment, fixtures and other appurtenances thereto, and may -6- include reimbursement to the Company for all costs actually paid or incurred subsequent to August 3 , 1982 , to the extent of costs allowable hereunder and by applicable state and federal law. The allowable Project costs shall also include all fees and costs of architects, engineers and contractors, and all expenses in connection with authorization, sale and issuance of Bonds, including Bond Counsel fees, company counsel or other appropriate legal fees, appraisal fees, title insurance premiums, financial and accounting advisors' fees or bond purchase commitment fees, if any, trustees ' and paying agents' fees, printing costs, advertising costs, the interest on the Bonds accruing from the date of issuance thereof to the date of sale thereof, if any, and all other lawful costs and expenses necessary or convenient to the authorization, acquisition, construction and financing of the Project, which may be lawfully incurred prior to construction, during construction and for a reasonable period of time after completion of such construction. Section 5. Professionals Employed. The Issuer hereby authorizes, ratifies and confirms the employment by the Company, acting for the Issuer solely for purposes of this Bond issue, and acting on its own behalf as user of the Project, for the purposes of proceeding with the Project, and the Bond issue: (a) As Trustee and paying agent under the Trust Indenture authorized herein, First Security Bank of Utah, N.A. , -7- through its Corporate Trust Department at 79 South Main Street, Salt Lake City, Utah, or in the event that Bank cannot serve, any other financial institution authorized by law to hold trusts of the nature herein described; (b) Such other and further persons, firms or corporations, including, but not limited to, architects, engineers, contractors, financial advisors, attorneys for the company and other agents reasonably necessary or convenient for the purpose of authorizing, acquiring, planning, constructing, financing and utilizing the Project or any parts thereof; and (c) The law firm of Ray, Quinney & Nebeker, of Salt Lake City, Utah, which shall act as Bond Counsel in preparation of principal documents and rendering the legal opinion for the benefit of Bond Purchasers. Section 6. Sale of Bonds. At any time after this Resolution is duly adopted, and subject to the conditions hereof , the Issuer, through its duly authorized officers, shall have authority to issue and sell the Bonds. It is the intent of this Resolution to authorize sale of the Bonds in such series and such form and such denominations as the Issuer or its authorized officers shall determine upon consultation with the Company and the Purchaser, and as generally authorized in this Resolution, with the effect that said Bonds shall be issued and sold, and proceeds received therefrom, for the purposes of financing the -8- Project and payment of such expenses as are authorized hereunder to be paid from proceeds of said Bonds. All Bond proceeds shall be held initially by the Trustee, and disbursed or otherwise administered in accordance with the Trust Indenture, consistent with the purposes described in this Resolution. In the event less than the full issue is sold initially, and if additional proper expenses shall subsequently become necessary for completion or payment of the Project or portions thereof, the Issuer, without the necessity of further resolution, shall be empowered to issue and sell additional bonds up to the aggregate principal amount of the $2,000 ,000 authorized hereby, if and on the condition that it shall have contracted with the Company for the note payments sufficient to service all such additional indebtedness and expenses to be incurred in connection therewith. In the event less than the full issue of $2 ,000 ,000 , is sold each Bond so issued and sold shall nevertheless maintain its designated maturity until paid , and the Company together with the Bond Purchaser and the Trustee shall -agree upon any adjustments which must be made in the aggregate or overall payment schedules, giving due consideration for the amount of the monthly payments which must then be made by the Company to the Trustee for the Bond Fund. -9- The issuance and sale ,of such Bonds and solicitations therefor, and any guaranty, may be effected to or through the Purchaser without registration of the Bonds as securities, pursuant to exemptions provided under Section 3 (a) (2) of the Securities Act of 1933 and exemptions from the qualification provisions of the Trust Indenture Act of 1939 and similar exemptions under applicable state law. Section 7. Form of Bonds. The Bonds shall be substantially in the wording as shown in the form incorporated in this Section 7 of this Resolution with completion of such blanks or substitutions as necessary prior to issuance and sale of each Bond. Each issued Bond shall bear interest at the rate specified, with principal and interest payable semiannually, with maturities on an amortized basis providing for 26 semiannual payments of $75,000 and a final payment of $50,000 together with accrued interest over the term adjusted by the floating rate interest, or otherwise as may be agreed between the Purchaser, the Company and the Trustee. The principal and interest on each of said Bonds shall be payable when due to the holder thereof in United States money, without discount or premium, through the office of the paying agent to be established, on the dates and in the manner heretofore stated. -10- All Bonds issued under authority hereof shall contain the following certificate plainly stated on the face or reverse side of each Bond, certified by the Recorder at the time of issuance: THIS BOND REPRESENTS A LIMITED OBLIGATION OF SALT LAKE CITY AND DOES NOT CONSTITUTE OR GIVE RISE TO A GENERAL OBLIGATION OR LIABILITY OF SALT LAKE CITY OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWERS . THIS BOND IS ONE OF THE BONDS FORMING A PART OF THE ISSUE DESCRIBED HEREIN AND REFERRED TO IN THE TRUST INDENTURE. [SAMPLE - DO NOT SIGN] Recorder The Bonds are redeemable earlier than maturity at the times and on the conditions to be stated in the issued Bonds and as governed by the Indenture. The officers of the Issuer required to sign in execution, attestation or certification of the Bonds and interest coupons, if any, may do so by facsimile signature printed or engraved thereon, except that at least one of the signatures of the Recorder shall be manual on each Bond. In addition, the official corporate seal of the Issuer may be printed or engraved on the Bonds and coupons, if any, where required. The Bonds may be authenticated by the Trustee if requested by the Purchaser. -11- UNITED STATES OF AMERICA STATE OF UTAH COUNTY OF SALT LAKE CITY OF SALT LAKE SALT LAKE CITY, UTAH INDUSTRIAL REVENUE BOND SERIES 1982 DATED DECEMBER 30, 1982 ALTA INDUSTRIES LTD. PROJECT PART OF AN ISSUE IN THE PRINCIPAL AMOUNT NOT TO EXCEED $2,000,000 Salt Lake City, a body politic and Municipal Corporation of the State of Utah (the "Issuer" herein) , for value received, acknowledges itself to be indebted and hereby promises to pay to the holder hereof from the source as hereinafter provided, the principal sum of $ , payable on and in like manner to pay interest on said sum from the date hereof at a floating rate per annum computed as seventy-five percent (75%) of the prime commercial lending rate of First Security Bank of Utah, National Association, as the same shall be -12- announced from time to time, such rate to change without notice on each day of any announced change in such prime rate, but in no event shall the rate be less than seven percent (7%) per annum, except as the provisions hereinafter set forth regarding redemption prior to the maturity may become applicable hereto; both principal of and interest on this Bond are payable in lawful money of the United States of America through the office of the paying agent and trustee, First Security Bank of Utah, N.A. , 79 South Main Street, Salt Lake City, Utah 84111. This Bond is part of an authorized issue of Bonds limited in aggregate principal amount of $2,000,000, issued and authorized to be issued for the purposes of paying all or part of the costs of financing the acquisition and/or improvement of land in Salt Lake City, Utah, including construction thereon of facilities for the purposes of commercial, manufacturing and warehousing business and providing the same for use by Alta Industries Ltd. a Limited Partnership (the "COMPANY") , including any and all other appurtenances (all herein sometimes referred to as the "Project") , or the reimbursement of any allowable interim construction costs used for such purposes, pursuant to a Financing Agreement ("Agreement" herein) by and between the Issuer and the COMPANY and paying all expenses in connection with the authorization, sale and -13- issuance of the Bonds. All of said purposes are accomplished for the promotion, stimulation and development of the general economic welfare and prosperity of the citizens of Salt Lake City and to achieve greater industrial development in the State of Utah. The Bonds are issued pursuant to and subject to the provisions of: (a) the Utah Industrial Facilities Development Act, Chapter 17 of Title 11, Utah Code Annotated, 1953 , as amended; (b) a Resolution heretofore enacted by the Issuer on the December 7 , 1982; (c) the Trust Indenture, also authorized by said Resolution, by and between the Issuer, the COMPANY and First Security Bank of Utah, N.A. , Trustee; (d) the aforementioned Agreement; and (e) to all amendments and supplements to all of such documents. Reference .is made to all such documents for the provisions, among others, with respect to the nature and extent of the security, the rights, the duties and obligations of the Issuer, the COMPANY and the Trustee and the holders of the Bonds and the terms upon which the Bonds are or may become issued and secured. The principal and interest due or to become due on this Bond are payable solely from the payments to be derived from the Note of the COMPANY and the Agreement pertaining to the Project, and the payment of said principal and interest has been and is secured by a pledge and assignment of the Note and all such payments, together with a lien on all property forming a part of -14- the Project, all of which is more fully defined in the Trust Indenture to which reference has been made. The Bonds are limited obligations of the Issuer and do not now or shall never constitute an indebtedness of the Issuer within the meaning of any state constitutional provisions or statutory limitations appertaining to municipal indebtedness, and the obligations represented by the Bonds shall not give rise to any pecuniary liability of the Issuer whatsoever. Note payments sufficient for the prompt payment when due of the principal and interest on said Bonds are to be paid by the COMPANY for the account of the Issuer and remitted directly to the bank which shall serve as Trustee for deposit in a fund created for this purpose designated "Salt Lake City, Utah Industrial Revenue Bond Fund, Series 1982 -- Alta Industries, Ltd. Project" , to be used for timely payment to the holders of the Bonds. Pursuant to the authority vested in the Issuer under Section 11-17-13 , Utah Code Annotated, 1953 , as amended, the Issuer, acting for and on behalf of the State of Utah, does hereby pledge to and agree with the holder of this Bond that the State of Utah will not alter, impair or limit the rights vested hereby until this Bond and all interest payments thereon have been fully met and discharged. Payment of interest will be made when due according to the proper calculation thereof by the paying agent. The principal -15- of this Bond shall be payable to the proper owner and holder thereof upon presentation and surrender of this Bond. The provisions hereof shall in no manner be construed to authorize public distribution of or public trading in this Bond except in accordance with applicable state and federal law and as permitted by the Issuer. The Bonds are issued without registration under exemptions provided in Section 3 (a) (2) of the Securities Act of 1933 , the qualification provisions of the Trust Indenture Act of 1939 and similar exemptions under applicable state law. The holder of this Bond shall have no right to enforce the provisions of the Trust Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default thereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided therein, all of which actions may be taken only through or with the approval of the Trustee. This Bond and the issue of which it forms a part may be redeemed in whole or in part, without premium or penalty at the option of the Company through the Trustee from funds supplied by the Company in inverse numerical order. Provided, however, that the lien of the Trust Indenture with respect to the series of Bonds of which this Bond forms a part may be subject to defeasance in the event sufficient funds are provided to the Trustee to hold -16- under the Indenture for payment of all principal, interest, premium, fees and other charges on this Bond at any time after issue of the Bonds. The Bonds are also subject to redemption and prepayment and the COMPANY shall redeem and prepay all of such Bonds in the event that, by reason of certain defaults on the part of the COMPANY, the interest on the Bonds shall become includible in the gross income of a Holder, other than by reason of the application of Section 103 (b) (9) of the Internal Revenue Code of 1954, as - amended, upon a Determination of Taxability as defined in the Indenture. In this event all of the Bonds shall be redeemed and prepaid on the first interest payment date next following, but not less than forty-five days from, the Determination of Taxability at their principal amount and accrued interest to the date of redemption plus a premium equal to six months ' interest for each whole six-month period or part thereof occurring between the Date of Taxability (as defined in the Indenture) and the date of redemption. In the event the interest income on the Bonds shall become taxable upon the occurrence of any event creating a Determination of Taxability, except that such result is not by reason of default of the COMPANY but rather caused by a change in laws or regulations, or other circumstances beyond the control of the COMPANY, then in lieu of full redemption as provided above, -17- the COMPANY, upon written notice to the City and the Trustee within ten (10) days after the effective Date of Taxability, may elect not to provide funds for redemption, on condition that the effective interest rate on the Bonds, shall double. All interest on the Bonds shall thereafter, effective as of such Date of Taxability, be computed at exactly twice the rate otherwise provided therein. The COMPANY' s Note payments shall be increased accordingly, and the Trustee is obligated to give written notice thereof to the COMPANY and to all known Bondholders within a reasonable time after receiving notice of the Date of Taxability and the COMPANY'S request provided in this paragraph. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in execution and delivery of the Trust Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law and that the issuance of this Bond and the issue of which it forms a part does not violate or contravene any constitutional or statutory limitation of any other Bond, contract or other evidence of indebtedness or obligation to which the Issuer is a party. IN WITNESS WHEREOF, said Salt Lake City, State of Utah, has caused this Bond to be duly executed by its Mayor and duly attested by its Recorder, thereunto duly authorized, by facsimile -18- or otherwise, and its corporate seal to be affixed hereto by facsimile, and has caused the interest coupons attached hereto, if any, to be executed by the signatures of said officers, by facsimile or otherwise, all dated as of the 30th day of December, 1982. SALT LAKE CITY, UTAH By [SAMPLE - DO NOT SIGN] Mayor ATTEST: By [SAMPLE - DO NOT SIGN] Recorder THIS BOND REPRESENTS A LIMITED OBLIGATION OF SALT LAKE CITY, UTAH AND DOES NOT CONSTITUTE OR GIVE RISE TO A GENERAL OBLIGATION OR LIABILITY OF SALT LAKE CITY, UTAH OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWERS . THIS BOND IS ONE OF THE BONDS FORMING A PART OF THE ISSUE DESCRIBED HEREIN AND REFERRED TO IN THE TRUST INDENTURE. [SAMPLE - DO NOT SIGN] Recorder -19- Section 8 . Bonds as Eligible Investments. It is hereby declared to be the intent of this Resolution that the Bonds issued under authority hereof shall be securities in which all public officers and public bodies of the State of Utah and its political subdivisions may invest and may accept on deposit in accordance with law, together with creating hereby an eligible investment for all insurance companies, credit unions, building and loan associations, trust companies, banking corporations and associations, investment companies, executors and trustees and other fiduciaries, pension profit-sharing and retirement funds and all other such public or quasi-public organizations specified by statutes of the State of Utah. Section 9 . Tax Exemptions. It is hereby declared to be the intent of this Resolution that the Bonds issued under authority hereof and the interest income therefrom, shall be exempt from all taxes imposed by the State of Utah or any political subdivisions thereof. It is further declared to be the intent hereof that the interest income from the Bonds shall be exempt from income taxation under the Internal Revenue Code. Unless waived in writing by Bond Counsel, the Issuer is hereby instructed to execute and file with the Internal Revenue Service Center where the Company files its federal tax returns, as regulations may prescribe, such statements of election as may be required to secure the exemption under the provisions of Section -20- 103 of the Internal Revenue Code and regulations promulgated thereunder, which statements may be based in part on information to be furnished by the Company. All normal tax benefits, such as depreciation deductions, investment tax credits, sales and other tax deductions, and the like, shall belong to the Company. The Project and real and personal property included therein shall not be exempt from ad valorem and similar taxes imposed by the State of Utah and any political subdivision thereof (except to the extent therein of any nominal interests of the Issuer) , it being the intent hereof that no exemption shall extend to the economic and beneficial interests of the Company or any other person, firm or corporation, all of which private interests in the Project or any of the property used in connection therewith shall be subject to ad valorem taxation in accordance with law. Section 10 . Construction Contracts or Mortgages. The Issuer hereby authorizes, ratifies and confirms the contracting by the Company with such contractors, subcontractors or vendors as may be or may have been selected by the Company for the purpose of constructing or completing construction of the buildings, equipment, fixtures and other appurtenances to be used for or in connection with the Project. The Issuer hereby disclaims any objections to such contracts heretofore lawfully entered. If construction has been partially completed prior to adoption -21- hereof, the Bond proceeds may be used for the purposes of paying any remaining financing, construction or acquisition costs and/or reimbursing the Company for such allowable costs as it may have paid consistent with Section 4 of this Resolution. It shall not have been necessary for the Company or the Issuer to require public bidding with respect to any contracts for the acquisition, construction, equipping or financing of the Project or any part thereof, or in connection with any of the contracts heretofore or subsequently entered for such purposes. The Issuer authorizes the Company to enter into contracts with any substitute, successor or additional contractors or vendors as circumstances may require for the purposes hereof. The Company and/or the contractors, as applicable, shall cause to be obtained and/or continued for the Project casualty insurance against fire, windstorm and other usual risks for the full insurable value of the improvements during construction as well as public liability coverage for the contractors, the Company and the Issuer during and after construction as their interests may appear, and the costs thereof shall be deemed one of the included and allowable Project costs under Section 4 of this Resolution. Section 11. Trust Indenture and Financing Agreement The Issuer hereby authorizes and instructs the Mayor, to execute, and the Recorder to attest under the corporate seal of the Issuer, the following additional documents, all of which shall contain -2 2- such terms and provisions furthering the Project and financing thereof as may be mutually agreeable to the Issuer, the Company and the Purchaser: (a) Trust Indenture, which shall provide that First Security Bank of Utah, N.A. , or any other financial institution lawfully competent, shall be Trustee for the purpose of holding the proceeds of the sales of said Industrial Revenue Bonds, investing in accordance with law the unneeded portion of said proceeds and distributing from time to time to the Company or to the contractors and other persons to whom the Company has become indebted such proceeds as may be necessary to pay all of the costs of the Project as more fully defined in Section 4 of this Resolution. Said Trustee shall further be entitled to administer the trust estate which shall come into its possession or control, including but not limited to the note payments from the Company under the Financing Agreement and the pledge of the same made to secure payment of the principal, interest, premium, if any, fees and other costs under the Bonds, and any proceeds of reinvesting the estate, with due accounting upon request of the Issuer for all funds handled by it. Said Trust Indenture shall contain provisions in the nature of a deed of trust and a security agreement by which all of the interests of the Company in the real property and improvements underlying the Project and financed by the Bonds, shall be encumbered and conveyed in trust, and the -23- equipment, personal property and fixtures financed by the Bonds shall become subject to a security interest, for the purpose of securing payment of principal, interest, premium, if any, fees and other costs under the Bonds and for other appropriate purposes relating to protection of the Issuer and the holders of said Bonds. Said Trust Indenture shall be duly recorded on the records of the applicable County Recorder and perfection of personal property security interests shall be handled in accordance with the Uniform Commercial Code. (b) Financing Agreement, by which the Project shall be held and used by the Company in consideration of the Issuer' s issuance of the Bonds, and the covenants of the Company evidenced by one or more promissory notes for such amounts as may be sufficient over the term of the Bonds to pay all principal, premium, if any, interest, fees and other costs under the Bonds. Such note payments shall be made Monthly to the Trustee, acting on behalf of the Issuer, in sufficient amount to enable the Trustee to make the semiannual payments of principal, interest, premium, if any, fees and other costs under the Bonds. Said Financing Agreement shall contain additional covenants of the Company as may be required by the Issuer and for the assurances of the holders of the Bonds. The Company shall execute a certificate and deliver the same to the Trustee indicating the exact date it accepts -24- completion of construction and takes possession of the building. In addition, the Company will certify to the Trustee the completion of acquisition and installation of equipment, fixtures and appurtenances financed by the Bonds. Said certificates shall be without prejudice to the right of the Company to pursue contractors, suppliers or other third parties for any defect, breach of warranty or contract or otherwise in connection therewith. Said Financing Agreement may further provide that the Company, at its own expense, may make alterations, additions and improvements to the Project and install equipment thereon which shall not impair the value thereof, and that the Company shall be fully responsible for making all repairs and sustaining the maintenance to the Project and all property in connection therewith during the term of the Bonds, including payment of such insurance coverage as the Issuer, the Trustee and the holder of the Bonds shall require. All improvements to the buildings and fixtures attached thereto shall be covered by the lien of the Trust Indenture. All replacements of equipment, fixtures or appurtenances financed by Bond proceeds shall be of the same or better quality, may be made without prior approval of the Issuer, Trustee or Purchaser and will come under the lien or security interest of the Trust Indenture. -25- Said Financing Agreement shall further provide that the Company shall be responsible and shall pay any and all taxes levied on the Project or any other assessments or costs in connection therewith which would be normal incidents to ownership of private property. Said Financing Agreement may provide for leasing or subleasing to third parties by the Company of all or part of the Project, upon advance written approval by the Trustee, and provided that the Company shall in no manner be relieved of any obligations under the note and Financing Agreement. Said Financing Agreement shall further provide for such terms and conditions as may be mutually agreed between the Issuer, the Purchaser and the Company for the protection of the Issuer and the Purchaser, and providing such remedies on default thereof as may be required or allowed by law in the transaction. (c) Other documents, which shall be reasonably necessary or convenient for carrying out the purposes of this Resolution, the Project and the financing thereof, including such further assurances for the benefit of the holders of the Bonds as the Purchaser may require and as may be agreeable to the Issuer and the Company. Section 12 . Binding Covenants. A11 covenants, stipulations, obligations and agreements contained in this Resolution, the Trust Indenture, the Financing Agreement and other -26- documents executed in connection therewith shall be deemed to be obligations and covenants of the Issuer and binding upon the Issuer, none of which, however, shall create any general obligation of the Issuer or constitute a charge on its taxable property. Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the Issuer by all of such documents shall be exercised or performed by the Mayor with the attest or concurrence of the Recorder except where applicable statutes or regulations would require action by the entire Council or other officers. No obligation or covenant of the Issuer contained in any of such documents shall be deemed an obligation or covenant of any officer, agent or employee of the Issuer in his or her individual capacity and neither the members of the Council nor any officers of the Issuer issuing or executing the Bonds shall be personally liable on the Bonds or subject to accountability by reason of the issuance thereof. Section 13. Severability. In case any one or more of the provisions of this Resolution, the Trust Indenture, the Financing Agreement, or other documents executed in connection therewith, or of any of the Bonds to be issued under authority hereof, shall for any reason be held by any court of competent jurisdiction to be illegal or invalid, such illegality or invalidity shall not affect any of the other provisions of this -27- } Resolution or of any such documents or of the bonds or coupons thereof, and this Resolution and all such documents shall be construed and enforced as if such illegal or invalid provision or provisions had not been contained therein. Section 14 . Conditions Precedent. All acts, conditions and things relating to the passage of this Resolution, to provide authority for issuance of the Bonds and execution of the Trust Indenture, Financing Agreement and other documents necessary in connection therewith, required by the Constitution or the Act or other laws of the State of Utah, which must happen, exist and be performed precedent to the passage hereof and the providing said authority, have happened, do exist and have been performed as required by law. Section 15 . Officers and Successors. The members of the Council, the Mayor, the Recorder and all other applicable officers, attorneys, and other agents or employees of the Issuer are hereby authorized and instructed to do all acts and things required of them by this Resolution, the Trust Indenture, the Financing Agreement and other documents executed in connection therewith, including the Bonds, for the full punctual and complete performance of all of the terms, covenants and agreements contained therein and constituting obligations of the Issuer. In the event the Mayor, the Recorder, or any other officer of the Issuer shall be replaced hereafter by election, resignation, -28- removal or otherwise, or in the event a designated officer is at any time unable to act by reason of illness, disability or absence from the State of Utah, then in either such event, the duly elected, appointed or acting successor or lawful substitute, as the case may be, shall be entitled to act, including in the execution of Bonds and other documents, and such act or signature shall be fully effective and binding on the Issuer. Section 16. Interpretation. This Resolution, the Trust Indenture, the Financing Agreement, the Bonds and other documents executed in connection therewith shall be interpreted and construed in accordance with the laws of the State of Utah, with the intent and purpose that all such documents shall carry forth the matters necessary for the acquisition, construction and financing of the Project, the issuance and payment of the Bonds and performance of all other obligations of the Issuer herein contained or referred to. Liberal construction of all thereof shall be observed for the assurance and protection of the holders of the Bonds, and any ambiguities or minor errors herein shall not invalidate this Resolution or the effect of publication hereof, and the further documents in furtherance of the Bond issue may be executed in substantial compliance herewith. The terms "purchasers" , "holders" or "bondholders" as used herein shall include both the plural and the singular, as applicable. The titles to the various sections contained in this Resolution are -29- for ease of reference only and shall not be considered part of the Resolution if any therein suggests a meaning contrary to the express language of the Resolution. Section 17. Publication. The Issuer shall pursuant to Section 11-17-16 of the Act as amended, and/or pursuant to other applicable ordinances, rules or regulations, provide for publication of this Resolution, or a Notice of Bonds, in a newspaper of general circulation in Salt Lake County, Utah on the first reasonably possible day of publication following final passage of this Resolution. For a period of thirty (30) days after the date of such publication, any person in interest shall have the right to contest the legality of this Resolution or any Bonds which may be authorized hereby, any provisions made for the security in payment of the Bonds or of any Agreement or Trust Indenture authorization herein; and after the expiration of said thirty (30) days, no person shall have any cause of action whatever to contest the regularity, formality or legality of this Resolution or of any agreement or document authorized hereby. Provided , however, that the Bonds or any of them may be issued at any time after such publication without any waiting period if, in the written opinion of Bond Counsel, no legal impairment of the issued Bonds will be suffered. The Bonds may be closed and the funds paid into escrow until completion of the time of publication has expired. -30- Section 18. Effective Date. This Resolution shall take effect upon expiration of the 30th day following publication of this Resolution or the Notice of Bonds as above provided. SALT LAKE CITY, UTAH ATTES//X: a BY U LJV� R c rd Vr Council hairperson * * * * * * * * * * * * * * * * -31- t Upon consideration of said Resolution by the members, Grant Mabey seconded adoption of the foregoing Resolution and the same, on being put to a vote, was unanimously carried by the affirmative vote of all members of the Council present, the vote being as follows: Ronald J. Whitehead "Aye" Sydney Reed Fonnesbeck "Aye" Grant Mabey "Aye" Palmer DePaulis "Aye" Alice Shearer "Aye" Ione Davis "Aye" Edward W. Parker "Aye" After conducting of other business not pertinent to the Resolution, on motion duly adopted, the Council adjourned, Rec rd r -32- STATE OF UTAH ) ss. COUNTY OF SALT LAKE) I. Kathryn Marshall, the duly chosen, qualified and acting Recorder, of Salt Lake City, State of Utah, do hereby certify that the foregoing thirty-two (32) pages, including the Bond Form plus two pages of proceedings, constitute a true and correct copy of a Resolution adopted by the Council in proceedings at a regular meeting of said governing body at its Chambers in Salt Lake City, Utah, held pursuant to due, legal and timely notice served upon all members thereof, on the 7th day of December , 1982, at the hour of 6 o'clock p.m. , as recorded by me in the regular official book of records of the proceedings kept in my office and that said proceedings were duly had and taken as therein shown, and that the meeting therein shown was duly held and the persons therein named were present at said meeting and voted as therein shown. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Salt Lake City, Utah this 7th day of December , 1982. Reco der (SEAL) (certificate) -33-