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Show ly iy 0 ,.. v , If WEEKLY REFLEX DAVIS NEWS JOURNAL, and sold, and proceeds received therefrom, for the purposes of financing the Revenue purposes, and payment thereof shall be secured as provided herein. Nothing in this Ordinance 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 City 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 City other than revenues con- structively received by the City through the Trustee pursuant to the Agreement. Section Disposition of Proceeds. The proceeds from the sale of Bonds to be issued under authority hereof shall be applied for the purposes 4. for which the Bonds are issued as herein described, and shall be disbursed through the Turstee. If for any reason any portion of the proceeds actually received from sale shall be applied to the payment of the principal of andor the interest on said the Bonds, 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 or installation of property needed for the Project, including machinery, equipment, fixtures, leasehold improvements and other appurtenances thereto, and may include reimbursement to the Company for all costs actually paid or incurred by the Company subsequent to November 14, 1978, to the extent of costs allowable hereunder. 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 Coun- sel fees, corporate counsel and other 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 accru- forms part, with principal and interest payable semiannually with maturities on an amortized basis providing for substantially equal semiannual payments of interest and principal over the respective terms, or otherwise as may be f' building components, and othet appurtenances (all herein sometimes referred to as the Project), or the reimbursement to the COMPANY of any interim construction costs used for such the purposes, pursuant to a Financing Agreement ("Agreement herein) by and between the CITY and the COMPANY and paying all expenses in connection with the authorization, sale and issuance of the Bonds. All of said purposes are accomplished for the promostimulation and tion, development of the general economic welfare and prosperity of the citizens of Clearfield 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) an Ordinance heretofore enacted by on the the City (c) the Trust Indenture, also authorized by said Act and said Ordinance, by and between the CITY, the COMPANY and FIRST SECURITY BANK OF UTAH, N.A., Trustee; and (d) the aforementioned Agreement, and to all - TION OF CLEARCITY AND DOES NOT CONSTITUTE OR GIVE RISE TO A GENERAL FIELD OR LIABILITY OF CLEARFIELD CITY A OR CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWERS. THIS BOND IS ONE OF THE BONDS FORMING A PART OF THE ISSUE AND SERIES DESCRIBED HEREIN AND REFERRED TO IN THE TRUST IN- - . . ;f DENTURE. (SAMPLE -- DO NOT SIGN) Recorder Each Bond shall also contain in the text language to the following effect. i Pursuant to the authority vested in Clearfield City under Section Utah Code Annotated, 1953, as amended, the County 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 all and interest payments thereon have been fully met and discharged. The Bonds shall not be redeemable earlier than maturity except at the times and on the conditions to be stated in the issued Bonds. The officers of the City 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 t plant for construction of windows, doors and related each Bond, certified by the City Recorder at the time of issuance: BOND THIS tions, 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 OGDEN leasehold improvements made part of a the following certificate plainly stated on the face of OBLIGATION and'" tures Purchaser, the Company and the Trustee. The principal and interest on each of said Bonds shall be payable 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. All Bonds issued under authority hereof shall contain described; (b) Such other and further persons, firms or corpora- MECHAM 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., Corporate Trust Department, 79 South Main Street, Salt Lake City, Utah. This Bond is part of an authorized issue of Bonds limited in aggregate principal amount of $700,000.00, issued and authorized to be issued to the purposes of paying all or part of the costs of financing in Clearfield City, Utah, for use by Acorn Building ComponentsWest, Inc., a Utah corporation, (the COMPANY herein), a commercial and manufacturing facility, and for the purof poses providing machinery,, equipment, fix- 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 Ordinance 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 for the series of which it financial institution authorized by law to hold trusts of the nature herein S SET AIRING - on thereafter nually November 1 and May 1 of each year until said principal sum is paid, except as the provisions hereinafter set forth regarding mandatory redemption prior to the maturity may become applicable hereto; both principal of and interest on this Bond are 3(a)(12) of the Securities Exchange Act of 1934, from the exemptions A REPRESENTS LIMITED OBLIGA- - , 34) to exemptions provided under Section 3(a)(2) of the Securities Act of 1933 and Section firms the employment by the Company, acting for the City 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., through its corporate Trust Department at Salt Lake City, Utah, or in the event that Bank cannot serve, any other SHARKNMS the principal sum of $5,000.00, and in like manner to pay interest on said sum from the date hereof at the rate of seven and three quarters (7 per annum . on May 1, 1980, an? semian19 or through the Purchaser without registration of the Bonds as securities, pursuant lawfully incurred prior to construction subsequent to November 14, 1978, during construction and for a reasonable period of time after completion of such construction Section 5. Professionals Employed. The City hereby authorizes, ratifies and con- ficers shall determine upon consultation with the Company and the Purchaser, and as authorized in this Ordinance, with the effect that Clearfield City, a body politic and municipality of the State of Utah (the CITY) herein), for value received, acknowledges itself to be indebted and hereby promises to pay to the holder hereof from source the as hereinafter provided, on made by the Company to the Trustee for the Bond Fund. The issuance and sale of such Bonds and solicitations therefor, may be effected to construction and financing of the Project, which may be City, through its duly authorized officers, shall have authority to issue and sell the Bonds. It is the intent of this Ordinance to authorize sale of the Bonds in such denominations and series as the City or its authorized of- AMOUNT NOT TO EXCEED $700,000.00 the aggregate or overall payment schedules, giving due consideration for the amount of the monthly payments which must then be thereof to the date of sale thereof, if any, and all other lawful costs and expenses necessary or convenient tothe authorization, acquisition, 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 Ordinance is duly adopted, and subject to the conditions hereof, the UNITED STATES OF AMERICA STATE OF UTAH COUNTY OF DAVIS CLEARFIELD CITY INDUSTRIAL REVENUE BOND SERIES 1979 DATED NOVEMBER 1, 1979 ACORN BUILDING COMPONENTS PROJECT PART OF AN ISSUE IN THE PRINCIPAL shall agree upon any adjustments which must be made in ing from the date of issuance without ticated by the Trustee if requested by the Purchaser. paid, and the Company together with the Bond Purchaser and the Trustee between or coupons attached, as agreed between the Company, the Purchaser and the Trustee. The Bonds may be authen- described in this Ordinance. 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 City, without the necessity of further ordinance, shall be empowered to issue and sell additional bonds up to the aggregate principal amount of the $700,000.00 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 $700,000.00 is sold at the original closing date, each bond so issued and sold shall nevertheless maintain its designated maturity until agreed with issued disbursed or otherwise administered in accordance with the Trust Indenture, consistent with the purposes and interest on said Clearfield Bonds authorized to be issued pursuant to this Ordinance,-shal- l be payable solely from the note payments from the Company or other revenues from the Project including other funds which may be held from time to time by the Trustee for such manual on each Bond. In addition, the official corporate seal of the City may be printed or engraved on the Bonds and coupons, if any, where required. The Bonds may be 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 Section 3. Source of Payment. The principal of City Industrial at least one of the signatures of the Recorder shall be said Bonds shall be issued such Bonds semiannually. ' 0 x OCTOBER 16. 1979 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 LAWN MOWERS ' ' . amendments supplements and thereto. 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 CITY, 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 and the issue of Bonds of which it forms a part 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 the Project, all of which is more fully defined in the Trust Indenture to which reference has been made. The Bonds and interest coupons appertaining thereto, if any, are limited obligations of the CITY as herein elsewhere certified and do not now or shall never constitute an indebtedness of the CITY within the meaning of any state constitutional provisions or statutory limitations appertaining to municipal indebted- ness, and the obligations represented by the bonds shall not give rise to any pecuniary liability of the CITY whatsoever. shall serve as Trustee for deposit in a fund created for this purpose designated Clearfield City Industrial Revenue Bonds Fund -- EL calculation thereof by the paying agent or pursuant to a previously accepted schedule). The principal 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 or of the issue or any of the series of which it forms a part, except in accordance with applicable state and federal law. The Bonds are issued without registration under exemptions provided in Section 3(a)(2) of the Securities Exchange Act of 1934, the qualification provisions of the Trust Indenture Act of 1939 and similar ex- ceptions 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 shall be and noncallable nonredeemable except for mandatory purposes as set forth in the Indenture relating to a change of law creating illegality of the Agreement, or Taxability of the interest on this Bond. Provided, however, that the lien of the Trust Indenture with respect to the 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 under the Indenture NOW indebtedness or obligation to which the CITY is a party. IN WITNESS WHEREOF, said Clearfield City, State of Utah, has caused this Bond to be duly executed by its Mayor and duly attested by its Recorder, thereunto for duly authorized, and its corporate seal to be affixed hereto, and the interest has caused coupons attached hereto, if any, to be executed by the signatures of said officers, by facsimile or otherwise, all dated as of November 1, 1979. CLEARFIELD CITY By (SAMPLE -- DO NOT SIGN) Mayor ATTEST By (SAMPLE - DO NOT SIGN) Recorder : THIS BOND REPRESENTS A LIMITED OBLIGATION OF CLEARFIELD CITY AND DOES NOT CONSTITUTE OR GIVE RISE TO A GENERAL OBLIGATION OR LIABILITY OF CLEARFIELD CITY OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWERS. THIS BOND IS ONE OF THE BONDS FORMING A PART OF THE ISSUE AND SERIES DESCRIBED HEREIN AND REFERRED TO IN THE TRUST INDENTURE. (SAMPLE - DO NOT SIGN) Recorder No. On the first day of 19 Clearfield City (unless the Bond to which this Coupon appertains shall have been duly called for prior redemption and payment of the redemption price made) will pay to Bearer, upon presentation and surrender of this Coupon at the office of First Security Bank of Utah,' hLA., corporate Trust Department, 79 South Main Street, Salt Lake City, Utah, the amount shown hereon, as provided in and being semiannual interest then due on the Clearfield City Industrial Revenue Bond, Series 1979 dated November 1, 1979, Bond numbered CLEARFIELD CITY By (SAMPLE - DO NOT SIGN) Mayor By (SAMPLE - DO NOT SIGN) Recorder Section 8. Bonds as Eligible Investments. It is hereby declared to be the intent of this Ordinance that the Industrial Revenue 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 associations, investment companies, executors and trustees and other fiduciaries, pension g and retirement funds and all other such orpublic or quasi-publi- c profit-sharin- ganizations specified by statutes of the State of Utah. Section 9. Tax Exemptions. It is hereby declared to be the intent of this Ordinance 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 Revenue Code. Unless Bond Counsel declares in writing that a filing is not necessary, SPORf 6297 KEEP THAT GREAT GM FEELING WITH GENUINE GM PARTS ZeEiStV45 ykni - LAYTON e2"m the Mayor 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 the under exemption provisions of Section 103 of the Internal Revenue Code and regulations promulgated thereunder, which statements inmay be based in part on formation to be furnished by the Company. All normal tax benefits, such as depreciation deduct tions, investment tax credits,-saleand other tax deduc- - tions, 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 sub-- , division thereof (except to the extent therein of any nominal interests of the City), 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 City hereby authorizes, ratifies and confirms the con-- : trading 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 City hereby disclaims any objections to such contracts heretofore lawfully entered. If construc- tion has been partially completed prior to adoption hereof, the Bond proceeds may be used for the purposes of paying any remaining financing, construction or acquisition costs andor reimbursing the Company for such allowable costs as it may have paid consistent with Section $ taxation under the Internal CAMINO SUPER 797080 violate or contravene any constitutional or statutory limitation of any other Bond, contract or other evidence of Pursuant to the authority vested in the CITY under Section Utah Code Annotated, 1953, as amended, the CITY 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 527: Demo., Royal Knight, auto, cruise, air, WAS 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 Project, to be used for payments thereon have been fully met and discharged. Interest accruing on this Bond will be paid only on presentation and surrender of the attached interest coupons, if any, as they respectively become due (or if no coupons are attached, payment of interest will be made when due according to the proper things required to exist, happen and be performed precedent to Acorn Building Components timely payment to the holders of the Bonds. and conditions Note prompt payment when due of the principal and interest on said Bonds are to be paid by the COMPANY for the account of the CITY and remitted directly to the bank which FINE SALESMEN. DENNIS WOULD PERSONALLY LIKE TO INVITE YOU OUT TO OLSEN TO LOOK OVER OUR NEW 1980 CARS AND TRUCKS. AND SOME OF THE GREAT BUYS OF . THE 79s. LIKE THIS: 79 of the Bonds. It is hereby certified, recited and declared that all acts, payments sufficient for the MEET DENNIS RAY JENSEN, ONE OF OLSEN'S f payment of all principal, interest, premium, if any, fees and other charges on this Bond at any time after issue 4 of this Ordinance. It shall not have been necessary for the Company or the City 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 City authorize 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 andor the contrac- tors, as applicable, shall cause to be obtained andor continued for the Project builders risk insurance against fire, windstorm and other usual casualties for the full insurable value of the improvements during construction as well as public liability coverage for the con- tractors, the Company and the City 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 Ordinance. Section 11. Trust Indenture and Financing Agreement. The City hereby authorizes and instructs the Mayor to execute, and the Recorder to attest under the corporate seal of the City, the following additional documents, all of which shall contain such terms and provisions further- ing the Project and financing thereof as may be mutually agreeable to the City, 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 un- needed 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 Ordinance. Said Trustee (ConL) |