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Show Resolution No. 1979-1 RESOLUTIONS OF THE BOARD OF COUNTY COMMISSIONERS OF. GARFIELD COUNTY. STATE OF UTAH, APPROVING THE CONSTRUCTION OF A PROJECT UNDER THE UTAH INDUSTRIAL FACILITIES DEVELOPMENT ACT NEAR BRYCE CANYON NATIONAL PARK BY AL-K-MARK CORPORATION. A UTAH CORPORATION. THE FINANCING OF THE PROJECT BY THE SALE AND ISSUANCE OF BONDS, THE SUBSEQUENT SALE OR LEASE OF THE PROJECT FOR. OR LOAN TO AL-E-MARK CORPORATION OF, AN AMOUNT OR AMOUNTS EQUAL TO THE AMOUNTS NECESSARY TO PAY THE INTEREST ON AND RETIRE SUCH BONDS. WHEREAS, Garfield County. Utah (the "County") has been requested by Al-E-Mark Corporation, a Utah corporation (the "Corporation") to undertake as an industrial facilities development project the acquisition, construction, installation and equipment of a 120 room high rise motel and lounge near Bryce Canyon National Park (the "Project"), to finance the cost thereof by the issuance of bonds of this County in an aggregate principal amount of up to $2,500,000 and to enter into a loan, or to sell or lease the Project, to the Corporation pursuant to an agreement, which will provide for payment of amounts by the Corporation in installments at times and in amounts sufficient to pay the principal 'of and interest and premium, if any, on said bonds when due, together with all expenses of this County and any trustee in connection with the Project; WHEREAS, the Corporation has described the Project to the County and had presented to the County a proposed preliminary letter agreement between the Corporation and the County with respect to the acquisition, construction, installation and equipment of the Project and the financing thereof; and WHEREAS, the County is of the opinion that completion of the Project will effectuate the policy of the State of Utah and the purposes of the Utah Industrial Facilities Development Act (Sections 11-17-1 et seq., Utah Code Annotated 1953. as amended, herein the "Act"). NOW. THEREFORE, BE IT RESOLVED THAT: 1. (a) The acquisition, construction, installation and equipment of the Project or such portions thereof as may be determined to qualify for tax-free financing for federal income tax purposes, and the subsequent sale or lease of the Project or such portions to the Corporation, or (b) The financing of the acquisition, construction, installation and equipment of the Project or such portions thereof as may be determined to qualify for tax-free financing for Federal income tax purposes, upon terms and conditions referred to in the form of preliminary letter agreement with the Corporation which has i been presented to this meeting and which is 1 referred to above, is hereby adopted and ' approved as an industrial facilities development project of this County under and pursuant to the Act. and the proper officers of this County, including but not limited to its Chairman of the Board of County Commissioners or the County Clerk or any duly appointed Deputy County Clerk. are hereby authorized and directed, on behalf of this County and under its corporate seal or otherwise, to execute and deliver a preliminary agreement in substantially such form, with such changes therein as the officers of this County executing the same may approve and with their approval to be conclusively evidenced by their execution thereof. 2. The Corporation and its Bond Counsel, Parsons, Behle & Latimer, 79 South State Street, Salt Lake City, Utah 84111, are directed to prepare and submit to the County Attorney for review, and the proper officers of the County, including but not limited to the Chairman of the Board of County . Commissioners or the County Clerk or any duly appointed Deputy County Clerk are hereby authorized to execute and deliver in the name and on behalf of this County and under its corporate seal or otherwise, an appropriate agreement of sale, lease agreement or loan agreement, trust indenture, and such other instruments and documents as such officers may deem necessary or appropriate, providing for the acquisition, construction, installation and equipment of the Project or portions thereof by the Corporation, which in the case of sale of the Project shall be on behalf of the County, the issuance and sale of this County's bonds (the "Bonds") under such a trust indenture between this County and a bank (as trustee thereunder) as may be approved by the officers referred to above, and a) The sale of the Project or such portions thereof to the Corporation for a purchase price payable in installments, or (b) The lease of the Project to the Corporation for lease payments, in installments, or (c) The loan to the Corporation repayable, in installments, at times and in amounts sufficient to pay the principal of an interest and premium, if any, on the Bonds when due and of all fees and expenses of the trustee and the Countv. 3. The County shall issue bonds in such aggregate principal amount not exceeding $2,500,000 as may be appropriate to finance the cost of those portions of the Project covered by such agreement of sale, lease agreement or loan agreement as executed and delivered on behalf of this County, with the Bonds to bear interest at such rates per annum (not less than 6 percent nor more than 9 percent), to have such maturities (not less than five years nor more than twenty years, except for Bonds with serial maturities having a shorter life if desirable), and to have such provisions for mandatory and optional redemption with or without premium, and such other terms and provisions, and which may be issued under a i 1 ' trust indenture with such bank as trustee (the "Trustee"), as shall be approved in writing by the Corporation and as the officers of the County executing the Bonds may approve, with the approval of such officers to be conclusively evidenced by their manual or facsimile execution thereof, and the Chairman of the Board of County Commissioners or the County Clerk or any duly appointed Deputy County Clerk of this County is hereby authorized and directed, in the name and on behalf of the County, to execute the Bonds or to cause the Bonds to be imprinted with a facsimile of his signature in the manner required by law and the County Clerk or any duly appointed Deputy County Clerk of the County is hereby authorized and directed to cause to be affixed to or imprinted on the Bonds the seal of the County or a facsimile thereof (which facsimile the County adopts as its seal for such purpose) and to attest said seal or facsimile by his signature (which may be in facsimile), and upon the satisfaction of all conditions precedent contained in such agreement of sale, lease agreement or loan agreement, and such trust indenture, the County Clerk or any duly appointed Deputy County Clerk of the County is hereby authorized and directed, in the name and on behalf of the County, to deliver the Bonds to the purchaser or purchasers in accordance with such trust indenture. 4. The action taken by the County at this meeting is hereby declared to be an affirmative official act of the County taken toward the issuance of the Bonds to provide the Project within the meaning of Treas. Reg. 1.103-8(a)(5)(ii) and (iii) promulgated under the Internal Revenue Code of 1954. as amended. Further, the officers of this County are hereby authorized and directed to make the election provided by Section 103(b)(6)(D) of the Internal Revenue Code of 1954. as amended, in accordance with and pursuant to the terms of Treas. Reg. 1.103-10(b)(2)(vi)(a). 5. The resolutions hereby adopted shall be published by the County pursuant to Section 11-17-16, Utah Code Annotated 1953. at the Corporation's sole expense. 6. The proper officers of the County are hereby authorized to execute, deliver and file any and all such documents, including but not limited to any financing statements, and to take any and all such other action as may be required or which they may deem appropriate, for the County to carry out and consummate the transactions contemplated by such trust indenture, the Bonds, such agreement or sale, lease agreement or loan agreement, and otherwise to carry out the purposes of these resolutions. The undersigned certifies that the within Resolutions were adopted and passed by the unanimous vote of the members present of the Board of County Commissioners of Garfield County at its meeting of January 15, 1979. A Public Hearing will be held February 26, 1979. at 2:00 p.m. in the County Courthouse in Panguitch, Utah, to consider these resolutions. All interested persons arc requested to be present s Edra Miller Garfield County Clerk Published in the Garfield County News Jan. 25. Feb. 1. 8 and 15. 1979. |
