HomeMy WebLinkAbout04/08/2025 - Formal Meeting - Meeting MaterialsSALT LAKE CITY COUNCIL
AGENDA
FORMAL MEETING
April 8, 2025 Tuesday 6:00 PM
Council meetings are held in a hybrid meeting format. Hybrid meetings allow people to join online or in person at
the City & County Building. Learn more at tinyurl.com/SLCCouncilMeetings.
Council Chambers
451 South State Street, Room 315
Salt Lake City, UT 84111
SLCCouncil.com
CITY COUNCIL MEMBERS:
Chris Wharton, Chair
District 3
Alejandro Puy, Vice Chair
District 2
Victoria Petro
District 1
Eva Lopez Chavez
District 4
Darin Mano
District 5
Dan Dugan
District 6
Sarah Young
District 7
Generated: 19:09:03
Please note: Dates not identified in the FYI - Project Timeline are either not applicable or not yet
determined.
WELCOME AND PUBLIC MEETING RULES
A.OPENING CEREMONY:
1.Council Member Chris Wharton will conduct the formal meeting.
B.PUBLIC HEARINGS:
NONE.
C.POTENTIAL ACTION ITEMS:
1. Resolution: Creation of a Public Infrastructure District
The Council will consider adopting a resolution that would create the Convention Center
Public Infrastructure District and define the general process and role of the City in
establishing the proposed district. The proposal would assist with financing the
redevelopment of the Delta Center, the development of SEG's entertainment district, and
the redevelopment of the Salt Palace. The public hearing allows for public input on
whether the requested service is needed, whether the service should be provided by the
City, County, or the proposed district, and all other matters relating to the proposed
district. State law provides the City with a strict and short timeframe within which to take
action on the proposed district. Petitioner: John Larson, representing Jazz Arena
Investors, LLC.
FYI – Project Timeline: (subject to change per Chair direction or Council
discussion)
Briefing - Tuesday, April 1, 2025
Set Public Hearing Date - n/a
Hold hearing to accept public comment - Tuesday, April 1, 2025 at 7 p.m.
TENTATIVE Council Action - Tuesday, April 8, 2025
Staff Recommendation - Refer to motion sheet(s).
D.COMMENTS:
NONE.
E.NEW BUSINESS:
NONE.
F.UNFINISHED BUSINESS:
NONE.
G.CONSENT:
NONE.
H.ADJOURNMENT:
CERTIFICATE OF POSTING
On or before 5:00 p.m. on Thursday, April 3, 2025, the undersigned, duly appointed City Recorder,
does hereby certify that the above notice and agenda was (1) posted on the Utah Public Notice
Website created under Utah Code Section 63F-1-701, and (2) a copy of the foregoing provided to The
Salt Lake Tribune and/or the Deseret News and to a local media correspondent and any others who
have indicated interest.
KEITH REYNOLDS
SALT LAKE CITY RECORDER
Final action may be taken in relation to any topic listed on the agenda, including but
not limited to adoption, rejection, amendment, addition of conditions and variations
of options discussed.
The City & County Building is an accessible facility. People with disabilities may make requests for
reasonable accommodation, which may include alternate formats, interpreters, and other auxiliary
aids and services. Please make requests at least two business days in advance. To make a request,
please contact the City Council Office at council.comments@slc.gov, 801-535-7600, or relay service
711.
Item C1
CITY COUNCIL OF SALT LAKE CITY
451 SOUTH STATE STREET, ROOM 304
P.O. BOX 145476, SALT LAKE CITY, UTAH 84114-5476
SLCCOUNCIL.COM
TEL 801-535-7600 FAX 801-535-7651
MOTION SHEET
CITY COUNCIL of SALT LAKE CITY
TO:City Council Members
FROM: Jennifer Bruno
DATE:April 8, 2025
RE: MOTION SHEET:
Resolution: Creating a Public Infrastructure District
MOTION 1 - Approve
I move that the Council adopt a resolution creating a Public Infrastructure District to facilitate financing the
redevelopment of the Delta Center, Salt Palace, Abravanel and UMOCA, and related projects to support public
assets.
MOTION 2 - Reject
I move that the Council not adopt the resolution
INTERLOCAL CAPITAL PLEDGE AGREEMENT
by and between
DOWNTOWN REVITALIZATION PUBLIC INFRASTRUCTURE DISTRICT
and
SALT LAKE CITY, UTAH
Dated [AGREEMENT DATE], 2025
Table of Contents
Page
ARTICLE I DEFINITIONS...........................................................................................................3
Section 1.01. Definitions. ...............................................................................................................3
Section 1.02. Construction..............................................................................................................5
ARTICLE II PAYMENT OBLIGATION......................................................................................6
Section 2.01. The Project................................................................................................................6
Section 2.02. Prepayment Prohibited..............................................................................................6
Section 2.03. Pledge of the City Pledged Tax Revenues................................................................6
Section 2.04. Covenant of Further Assurances...............................................................................7
Section 2.05. Appropriation............................................................................................................7
Section 2.06. Survival of Payment Obligation. ..............................................................................8
Section 2.07. Limited Defenses; Specific Performance. ................................................................8
Section 2.08. Vesting......................................................................................................................8
Section 2.09. City Obligations........................................................................................................8
Section 2.10. Additional Covenants. ..............................................................................................9
ARTICLE III REPRESENTATIONS AND WARRANTIES .....................................................11
Section 3.01. Representations and Warranties. ............................................................................11
ARTICLE IV NON-COMPLIANCE AND REMEDIES.............................................................14
Section 4.01. Events of Non-Compliance.....................................................................................14
Section 4.02. Remedies for Events of Non-Compliance..............................................................15
ARTICLE V MISCELLANEOUS...............................................................................................15
Section 5.01. Pledge of Revenue..................................................................................................15
Section 5.02. No Recourse Against Officers and Agents.............................................................15
Section 5.03. Notices....................................................................................................................15
Section 5.04. Miscellaneous.........................................................................................................16
Section 5.05. Third Party Beneficiaries........................................................................................17
Section 5.06. Interlocal Cooperation Act. ....................................................................................18
Section 5.07. Applicable Law and Jurisdiction; Interpretation. ...................................................18
Section 5.08. Effective Date and Agreement Termination Date..................................................18
Section 5.09. Notice of Interlocal Agreement..............................................................................19
INTERLOCAL CAPITAL PLEDGE AGREEMENT
This INTERLOCAL CAPITAL PLEDGE AGREEMENT (this “Agreement”) is
entered into on [AGREEMENT DATE], 2025, between the DOWNTOWN
REVITALIZATION PUBLIC INFRASTRUCTURE DISTRICT (the “District”) and THE
CITY OF SALT LAKE CITY, UTAH (the “City”). Additionally, Smith Entertainment Group,
LLC, a Delaware limited liability company, and SEG Real Estate LLC, a Utah limited liability
company (collectively, “SEG”) have entered into an Addendum to this Agreement with the
District, attached hereto as Exhibit A, acknowledging and consenting to the City’s commitments
to the District, as outlined in this Agreement. All capitalized terms used and not otherwise defined
in the “Recitals” below have the respective meanings assigned in Section 1 hereof. This
Agreement shall take effect on the Effective Date, as defined herein.
RECITALS
WHEREAS, the District is a convention center public infrastructure district in a capital
city, a political subdivision and body corporate and politic, duly organized and existing under the
Constitution and laws of the State of Utah (the “State”), including particularly 17B, Chapter 1 and
Title 17D, Chapter 4, Utah Code (collectively, the “District Act”); and
WHEREAS, the City is a Utah municipal corporation, a political subdivision and body
politic duly organized and validly existing under the laws of the State of Utah; and
WHEREAS, the District is authorized by the District Act to issue bonds for the purposes
set forth therein and in accordance with the Governing Document for the District approved by the
Salt Lake City Council (the “City Council”) on [______], 2025 (the “Governing Document”);
and
WHEREAS, the Utah Interlocal Cooperation Act (the “Interlocal Cooperation Act”),
Title 11, Chapter 13, Utah Code provides that two or more public agencies may, by agreement,
jointly exercise any power common to the contracting parties, and may share their taxes and other
revenues to accomplish their stated objectives; and
WHEREAS, the Section 17D-4-202.1 of the District Act requires the City and the District
execute an interlocal agreement pledging and securing for the debt of the District the 0.5% sales
and use tax adopted by the City Council on October 1, 2024, pursuant to Section 59-12-402.5,
Utah Code (the “Revitalization Sales Tax”); and
WHEREAS, the City entered into a Participation Tax Sharing and Reimbursement
Agreement dated December 10, 2024 (as may be amended from time to time in accordance with
its terms and herein, the “Participation Agreement”) with SEG pursuant to which the City agreed
that a portion of the Revitalization Sales Tax adopted and collected by the City pursuant to Section
59-12-402.5, Utah Code will be allocated for the purposes and uses defined in the Participation
Agreement (the “Revitalization Sales Tax Revenues”); and
WHEREAS, the Board of Trustees of the District (the “District Board”) and the City
Council have determined that it is necessary for the District to finance the acquisition, construction,
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or installation of the improvements (the “Project”, and more specifically defined below) as
permitted under applicable laws and the Participation Agreement; and
WHEREAS, the City, pursuant to its authority under Section 59-12-2220, Utah Code,
receives a portion of the 0.20% sales and use tax imposed by Salt Lake County, Utah (the
“County”) for transportation-related projects, of which 0.05% is allocated to the City (the “Fifth-
Fifth Tax”); and
WHEREAS, the City has agreed to pledge 76% of its allocated portion of the Fifth-Fifth
Tax (the “Fifth-Fifth Tax Revenues”, and more specifically defined below) to the District for the
purpose of revitalizing the convention center owned by the county within the City and surrounding
revitalization projects related to the convention center as permitted by Section 59-12-2220, Utah
Code, the Governing Document, and the District Act; and
WHEREAS, the City may, at its discretion, pledge up to 100% of its allocated portion of
the Fifth-Fifth Tax Revenues for such purposes; and
WHEREAS, the parties now desire to facilitate the issuance of Bonds (as defined herein)
pursuant to the terms described herein secured by the Revitalization Sales Tax Revenues and/or
the Fifth-Fifth Tax Revenues (together, the “City Pledged Tax Revenues”) and for the purpose
of financing, refinancing, or reimbursing the costs of the Project; and
WHEREAS, for the purpose of financing a portion of the costs of the Project, the District
Board has determined to issue the Bonds, pursuant to one or more Indentures (defined herein),
which Bonds are to be secured in whole or in part by the City Pledged Tax Revenues, as more
particularly described herein; and
WHEREAS, the City and the District have determined that the execution of this
Agreement and the issuance of the Bonds for the purpose of financing, refinancing, or reimbursing
the costs of the Project furthers the interests of the City and is in the best interests of the District
and the residents, occupants, property owners, and taxpayers thereof; and
WHEREAS, for the purpose of facilitating the issuance of the Bonds, the City and the
District are entering into this Agreement; and
WHEREAS, the City has, by the terms of this Agreement and subject to the terms of the
Participation Agreement (as applicable), pledged the City Pledged Tax Revenues to the District
(including to the Bond Trustee on behalf of the District) for the payment of the Bonds, and
covenanted to take certain actions with respect to collecting such revenues, for the benefit of the
holders of the Bonds; and
COVENANTS
NOW, THEREFORE, for and in consideration of the promises and the mutual covenants
and stipulations herein, the parties hereby agree as follows:
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ARTICLE I
DEFINITIONS
Section 1.01. Definitions. As used herein, unless the context expressly indicates
otherwise, the words defined below and capitalized in the text of this Agreement shall have the
respective meanings set forth below:
“Agreement” means this Interlocal Capital Pledge Agreement as the same may be amended
from time to time in accordance with the provisions hereof and the Indenture.
“Agreement Termination Date” means the first date on which no Bonds secured by the City
Pledged Tax Revenues are Outstanding under the Indenture; provided, however, that in no event
shall the term of this Agreement, extend beyond fifty (50) years from the date hereof.
“Bond Trustee” means the trustee with respect to any Bonds and includes any successor
thereof and any trustee, paying agent, custodian or other administrative agent acting as such with
respect to the applicable Bonds under the applicable Indenture.
“Bondholders” means the registered owners from time to time of the Bonds.
“Bonds” means indebtedness of the District secured in whole or in part by the City Pledged
Tax Revenues, to the extent issued to finance, refinance, or reimburse the costs of the Project, and
includes any Senior Obligations and any Subordinate Obligations.
“Capital City Revitalization Zone Act” means Title 63N, Chapter 14 of Utah Code, as may
be amended from time to time.
“City” means Salt Lake City, Utah.
“City Council” means the city council of the City.
“City Obligations” means all obligations of the City constituting a lien or encumbrance
upon any part of the City Pledged Tax Revenues pledged in this Agreement and subject to the
rights and obligations of the City under the Participation Agreement (as applicable).
“City Pledged Tax Revenues” means, collectively the Revitalization Sales Tax Revenues
and the Fifth-Fifth Tax Revenues.
“County” means Salt Lake County, Utah.
“Convention Center” shall have the meaning assigned in Section 17D-4-102, Utah Code.
“District” means the Downtown Revitalization Public Infrastructure District.
“District Act” means, collectively, the Special District Act, Title 17B, Limited Purpose
Local Government Entities - Special Districts and the Public Infrastructure District Act, Title 17D,
4924-7393-4627, v. 7 4
Chapter 4 and those provisions of Title 63N, Chapter 3, Part 6 as it relates to a Convention Center
Reinvestment Zone in a Capital City.
“District Board” means the Board of Trustees of the District.
“Effective Date” means the date on which both the City and District have executed this
Agreement.
“Fifth-Fifth Tax” means the portion of the 0.20% county-imposed sales and use tax for
transportation-related projects under Section 59-12-2220, Utah Code, of which 0.05% is allocated
to the City.
“Fifth-Fifth Tax Revenues” means 76% of the City’s portion of the Fifth-Fifth Tax,
allocable to the District for the purpose of (i) revitalizing the Convention Center and surrounding
revitalization projects related to the Convention Center as permitted under Section 59-12-2220,
Utah Code and the District Act. The City may, at its discretion, pledge up to 100% of its allocated
portion of the Fifth-Fifth Tax for such purposes pursuant to an amendment to this Agreement. The
Fifth-Fifth Tax Revenues shall constitute a City Pledged Tax Revenue source to the extent set forth
herein and in the Indenture.
“Fiscal Year” means the fiscal year of the City, commencing on July 1 of the applicable
year and continuing through and including June 30 of the same year, or any other fiscal year
adopted or required in accordance with applicable law.
“Governing Document” means the Governing Documents for the District approved by the
City Council on [AGREEMENT DATE], 2025.
“Indenture” means any indenture, resolution, pledge agreement, or other document relating
to the issuance of Bonds.
“Outstanding” means, as of any particular time, all Bonds which have been issued by the
District.
“Payment Obligation” has the meaning assigned to such term in Section 2.03(a) hereof.
“Project” means: (i) the development of property in and around the District as permitted
under the District Act; and (ii) the District Redevelopment Project (as defined in the Participation
Agreement) and as permitted by the Capital City Revitalization Zone Act.
“Revitalization Sales Tax” means the 0.5% sales and use tax adopted and collected by the
City pursuant to Section 59-12-402.5, Utah Code.
“Revitalization Sales Tax Revenues” means that portion of Revitalization Sales Tax as
described in the Participation Agreement.
“Senior Obligations” means any bonds, notes, debentures, or other multiple fiscal year
financial obligations issued by the District having a first lien upon the City Pledged Tax Revenues
or any part thereof, and any other obligation secured by a lien on any City Pledged Tax Revenues
4924-7393-4627, v. 7 5
of the District and designated by the District, in the resolutions, indentures, or other documents
pursuant to which such obligations are issued, as constituting a Senior Obligation under the
applicable Indenture. Any Senior Obligations hereafter issued may be issued pursuant to such
resolutions, indentures, or other documents as may be determined by the District, and shall be
designated in such resolutions, indentures or other documents as constituting Senior Obligations
hereunder.
“State” means the State of Utah.
“Subordinate Obligations” means any bonds, notes, debentures, or other multiple fiscal
year financial obligations issued by the District having a lien upon the City Pledged Tax Revenues
or any part thereof junior and subordinate to the lien of the Senior Obligations, and any other
obligation secured by a lien on any City Pledged Tax Revenues of the District and designated by
the District, in the resolutions, indentures, or other documents pursuant to which such obligations
are issued, as constituting Subordinate Obligations hereunder, provided that such obligations are
required to be issued in accordance with the provisions of Section 2.09 hereof. Any Subordinate
Obligations hereafter issued may be issued pursuant to such resolutions, indentures, or other
documents as may be determined by the City, and shall be designated in such resolutions,
indentures or other documents as constituting Subordinate Obligations hereunder.
“Utah Code” means Utah Code Annotated 1953, as amended.
Section 1.02. Construction. In this Agreement, except where the context by clear
implication herein otherwise requires, shall be construed as follows:
(a) The terms “hereby,” “hereof,” “herein,” “hereto,” “hereunder”, and any
similar terms used in this Agreement shall refer to this Agreement in its entirety unless the
context clearly indicates otherwise.
(b) Words in the singular number include the plural, and words in the plural
include the singular.
(c) Words in the masculine gender include the feminine and the neuter, and
when the sense so indicates, words of the neuter gender refer to any gender.
(d) Articles, sections, subsections, paragraphs and subparagraphs mentioned by
number, letter, or otherwise, correspond to the respective articles, sections, subsections,
paragraphs and subparagraphs hereof so numbered or otherwise so designated.
(e) The titles or lead lines applied to articles, sections and subsections herein
are inserted only as a matter of convenience and ease in reference and in no way define,
limit or describe the scope or intent of any provisions of this Agreement.
4924-7393-4627, v. 7 6
ARTICLE II
PAYMENT OBLIGATION
Section 2.01. The Project. The District shall issue the Bonds for the purpose of financing,
refinancing, and/or reimbursing the costs of the Project. The Bonds may be issued from time to
time, in such series as shall be determined by the District Board, for the purpose of financing,
refinancing, and/or reimbursing the costs of the Project. The City hereby acknowledges and agrees
that the completion of the Project provides benefits to the City, and in consideration of the issuance
of the Bonds by the District for purposes of financing the Project, the City agrees to pay the City
Pledged Tax Revenues to the District for the purpose of paying and securing the Bonds. Nothing
in this Agreement, however, shall be interpreted to expand or allow any use of Revitalization Sales
Tax Revenues to finance any portion of the Project in a manner not permitted by the District Act,
the Capital City Revitalization Zone Act, or the Participation Agreement. Consistent with the terms
of the Participation Agreement, the District shall use commercially reasonable efforts to secure
Bond financing at the best rates and terms available market conditions at the time of issuance and
ensure that: (i) any Bonds, to the extent secured by the Revitalization Sales Tax Revenues, will be
tax-exempt (to the extent tax-exemption is permitted by law); and (ii) the net effective interest rate
on all fixed-rate Bonds secured by the Revitalization Sales Tax Revenues will not exceed 10% and
18% for variable rate Bonds secured by the Revitalization Sales Tax Revenues.
Section 2.02. Prepayment Prohibited. Because the actual dollar amount of the City’s
obligations hereunder cannot be ascertained with any certainty at any time, the City shall not be
permitted to prepay its obligations hereunder.
Section 2.03. Pledge of the City Pledged Tax Revenues.
(a)Covenants of the City. The City covenants to (i) impose the Revitalization
Sales Tax consistent with the Participation Agreement and the Capital City Revitalization
Zone Act; (ii) to use reasonable efforts to encourage any other governmental entities to
take all actions authorized by law to collect the Revitalization Sales Tax from such
person(s) in the manner provided by law; (iii) to use reasonable efforts to encourage any
other governmental entities to take all actions authorized by law to collect the Fifth-Fifth
Tax from such person(s) in the manner provided by law; and (iv) to pay the City Pledged
Tax Revenues to the District in accordance with the terms hereof (collectively, the
“Payment Obligation”).
(b)Pledge of City Pledged Tax Revenues. The City hereby assigns to the
District (or, in accordance with (c) hereof, the Bond Trustee on behalf of the District) all
of its right, title and interest in and to the City Pledged Tax Revenues and pledges the same
to the District (or, in accordance with (c) hereof, the Bond Trustee on behalf of the District)
for the purpose of paying and securing the Bonds. The lien of such pledge on the City
Pledged Tax Revenues shall constitute a first priority and exclusive lien thereon. The
District may take whatever action may be necessary to further assure the pledge of the City
Pledged Tax Revenues to the Bond Trustee under the applicable Indenture and any other
applicable Indenture for the benefit of the Bondholders from time to time, and the pledge
of the City Pledged Tax Revenues to the various Bonds Outstanding from time to time shall
4924-7393-4627, v. 7 7
have the priority set forth in the applicable Indenture. The District understands and
acknowledges that the City’s assignment of its right, title and interest in and to the City
Pledged Tax Revenues is subject to any of the City’s rights and obligations in the
Participation Agreement and the Capital City Revitalization Zone Act. Such rights and
obligations include, but are not limited to, the City’s rights should SEG trigger a
“Termination Event” or “SEG Franchise Operating Default” (as defined in the Participation
Agreement) or any other event which, pursuant to the terms of the Participation Agreement,
would reasonably permit the City to stop collecting or remitting the Revitalization Sales
Tax. Under such circumstances, the District acknowledges that the City shall not be held
liable for any default of the District caused thereby.
(f) Remittance of City Pledged Tax Revenues.
(i) On and after the Effective Date, the City shall remit (or cause the
remittance of) the City Pledged Tax Revenues to the District not later than thirty
(30) days following the receipt thereof.
(ii) At or prior to the time of issuance of the first series of Bonds, and
upon appointment of any new or successor Bond Trustee, the District shall notify
the City of the name and contact information of the applicable Bond Trustee and
shall direct the City to pay the applicable City Pledged Tax Revenues to the Bond
Trustee. Thereafter, the City shall remit (or cause the remittance of) the City
Pledged Tax Revenues to the applicable Bond Trustee on behalf of the District not
later than thirty (30) days following the receipt thereof
(g) After providing the notice described in (ii) above, the District hereby
authorizes and directs the City to pay (or cause to be paid) all applicable City Pledged Tax
Revenues to the Bond Trustee pursuant to written instructions provided by the Bond
Trustee, as the same may from time to time be revised pursuant to written instructions
provided by the Bond Trustee to the City, with a copy to the District.
(h)Exclusive Obligations. As acknowledged by SEG, the City’s obligations
under this Agreement with respect to the City Pledged Tax Revenues run exclusively to
the District, including the Bond Trustee on behalf of the District, for the benefit of the
Bondholders from time to time. Other than the Participation Agreement, there is no prior,
superior, subordinate or any other lien on the City Pledged Tax Revenues other than the
lien thereon of the pledge to the Bond Trustee on behalf of the District hereunder.
Section 2.04. Covenant of Further Assurances. The City covenants that it will do,
execute, acknowledge, and deliver or cause to be done, executed, acknowledged, and delivered,
such further acts, instruments, and transfers as the District or the Bond Trustee may reasonably
require for the better assuring, transferring, and pledging unto the Bond Trustee the City Pledged
Tax Revenues.
Section 2.05. Appropriation. The amounts of City Pledged Tax Revenues required under
this Agreement to be paid by the City to the Bond Trustee on behalf of the District are hereby
appropriated for that purpose, and said amounts for each applicable year shall be included in the
4924-7393-4627, v. 7 8
annual budget and the appropriation resolution or measures to be adopted or passed by the City
Council in each Fiscal Year through and including the Fiscal Year immediately preceding the year
in which the Agreement Termination Date occurs. No provisions of any constitution, statute,
resolution or other order or measure enacted after the execution of this Agreement shall in any
manner be construed as limiting or impairing the obligations of the City set forth in Section 2.03(a)
hereof in the manner provided herein.
Section 1.03. Survival of Payment Obligation. In addition, and without limiting the
generality of the foregoing, the Payment Obligation of the City shall survive any court
determination of the invalidity of this Agreement as a result of a failure, or alleged failure, the
officers or officials of the City to properly disclose, pursuant to Utah law, any potential conflicts
of interest related hereto in any way.
Section 1.04. Limited Defenses; Specific Performance. Subject to the terms of the
Participation Agreement, the City’s obligations hereunder are absolute, irrevocable, and
unconditional so long as this Agreement has not been terminated. The City agrees that,
notwithstanding any fact, circumstance, dispute, or any other matter, it will not assert any rights
of setoff, counterclaim, estoppel, or other defenses to its obligations hereunder, or take or fail to
take any action which would delay performance of such obligations, unless the Participation
Agreement reasonably permits the City to take such action. Notwithstanding that this Agreement
prohibits and limits defenses and claims of the City, in the event that the City reasonably believes
that it has valid defenses, setoffs, counterclaims, or other claims other than specifically permitted
by this Section 2.07, it shall, nevertheless, collect and use reasonable efforts to encourage any other
governmental entities to take all actions authorized by law to collect the Revitalization Sales Tax
and Fifth-Fifth Tax, and pay all amounts derived therefrom to the Bond Trustee on behalf of the
District, and then may attempt or seek to recover such payments by actions at law or in equity for
damages or specific performance, respectively.
Section 1.05. Vesting. The operation of the District shall be vested in the District Act, the
Capital City Revitalization Zone Act, and Section 59-12-2220, Utah Code in effect as of May 7,
2025; provided however, that any obvious errors or technical corrections after this date that do not
affect the business terms of this Governing Document shall be acceptable. If the District and the
City agree that future modifications to the District Act, the Capital City Revitalization Zone Act,
or Section 59-12-2220 should apply to this operation of the District, the District and City may
execute an amendment to the Governing Document expressly adopting such modification. Should
the District and City amend the Governing Document, the District and City shall also execute a
corresponding amendment to this Agreement, as provided for herein.
Section 1.06. City Obligations. Subject to the Participation Agreement, the City shall
not incur any City Obligation having a lien upon the City Pledged Tax Revenues superior to or on
a parity with the lien of this Agreement. The City shall not incur any City Obligation having a lien
upon the City Pledged Tax Revenues subordinate to the lien of this Agreement without the prior
written consent of the District.
4924-7393-4627, v. 7 9
Section 1.07. Additional Covenants.
(a) After the Effective Date, the City shall not enter into any agreement, or
amend or supplement or consent to the amendment or supplement of any agreement to
which it is a party or by which it or its property is bound which, in the reasonable judgment
of the City, would impair or reduce its Payment Obligation or the ability of the City to
perform its obligations hereunder.
(b) The City shall continue to impose the Revitalization Sales Tax and shall pay
Revitalization Sales Tax Revenues to the Bond Trustee on behalf of the District, subject to
and consistent with the terms of the Participation Agreement.
(c) The City shall continue to collect its Fifth-Fifth Tax from the County and
shall pay Fifth-Fifth Tax Revenues to the Bond Trustee on behalf of the District.
(d) The City shall keep and maintain, or cause to be kept and maintained,
accurate records and accounting entries reflecting all moneys received or delivered
pursuant to this Agreement and the use(s) of such moneys.
(e) The City will maintain its existence and shall not merge or otherwise alter
its corporate structure in any manner or to any extent as might impair its obligations
hereunder, and the City will continue to operate and manage the City in an efficient and
economical manner in accordance with all applicable laws, rules, and regulations.
(f) Prior to issuance of any Bonds, the City agrees to deliver or cause to be
delivered the following:
(i) a certificate, dated the applicable closing date, of the City executed
by an authorized officer of the City to the effect that (A) there is no action, suit,
proceeding or investigation at law or in equity with merit before or by any court,
public board or body which has been served on the City or, to the knowledge of the
City, threatened against or affecting the City (1) to restrain or enjoin the City’s
participation in, or in any way contest the existence of the City or the adoption and
validity of the proceedings relating to the City Pledged Tax Revenues or the City
Documents (defined below) or the powers of the City with respect to the
consummation of the transactions contemplated by, or performance of the City’s
obligations under, this Agreement, the resolution of the City approving of this
Agreement, the Participation Agreement, and any related agreements between the
City and the District or concerning the City Pledged Tax Revenues (the “the City
Documents”); or (2) which, if successful, would materially and adversely affect
the financial condition or operations of the City, or the City’s ability to perform its
obligations under the City Documents; (B) the City Documents have been duly and
validly approved by the City; (C) no authority or proceedings for the execution of
the City Documents has or have been repealed, revoked, or rescinded; (D) so far as
is known, nothing exists to hinder or prevent the City from executing the City
Documents; (E) the representations and warranties of the City contained in the City
Documents are true and correct in all material respects, and the City has complied
4924-7393-4627, v. 7 10
with all agreements and covenants and satisfied all conditions required to be
satisfied prior to the applicable closing date as contemplated by the City
Documents, including any conditions required to be satisfied prior to the use of
Revitalization Sales Tax Revenues under the Participation Agreement; and (F) such
other representations as are customary in similar debt transactions; and
(ii) an opinion of counsel to the City, in form and substance satisfactory
to the District and addressed to the District and the underwriter of the applicable
Bonds (or, in lieu thereof, with a reliance letter to the underwriter), stating that: (A)
this Agreement constitutes valid and binding obligations of the City, (B) the City
is a political subdivision duly organized and validly existing under the laws of the
State of Utah; (C) the City resolution approving this Agreement has been duly
authorized and adopted by the City and addressing the qualification of the members
of the City Council and other officers and officials to serve in such capacity; (D)
the City Documents have been duly authorized, executed and delivered by the City;
(E) no governmental or other approvals are required by law in order for the City to
effectuate the transactions contemplated by the City Documents, except those
obtained as of the date hereof; (F) entering into the City Documents will not
constitute a violation of any judgment, order or decree, or a breach of any contract
to which the City is a party; (G) to the best of its actual knowledge there is no
action, suit, or proceeding pending with merit in which the City is a party, nor is
there any inquiry or investigation pending against the City by any governmental
agency, public agency, or authority with respect to the City Documents; and (H)
other opinions as are customary in similar debt transactions.
(a) In compliance with state law but without imposing any additional duties or
burdens, he City will cause an annual audit to be performed of the records relating to the
Pledged Revenues and expenditures in the normal course of business as relates to its other
revenues and expenditures In addition, at least once a year in the time and manner provided
by law but without imposing any additional duties or burdens, the City will similarly cause
a budget to be prepared and adopted. Copies of the budget and the audit will be filed and
recorded in the places, time, and manner provided by law.
(b) At least once a year the District in compliance with applicable law will
cause an audit to be performed of the records relating to its revenues and expenditures, and
the District shall have such audit report completed no later than 210 days following the end
of the District’s fiscal year. The foregoing covenant shall apply notwithstanding any State
law audit exemptions that may exist. In addition, at least once a year in the time and manner
provided by law, the District will cause a budget to be prepared and adopted. Copies of
the budget and the audit will be filed and recorded in the places, time, and manner provided
by law.
(c) The official of the City or other person having custody of any funds of the
City or responsible for the handling of such funds, shall be bonded or insured against theft
or defalcation at all times.
4924-7393-4627, v. 7 11
(g) The District will carry general liability, public officials’ liability, and such
other forms of insurance coverage on insurable property of the District upon the terms and
conditions as in the judgment of the District would ordinarily be carried by entities having
similar properties of equal value, such insurance being in such amounts as will protect the
District and its operations, respectively.
(h) The official of the District or other person having custody of any funds of
the District or responsible for the handling of such funds, shall be bonded or insured against
theft or defalcation at all times.
(i) Subject to the City’s rights under the Participation Agreement, the District
and the City will not take any of the following actions without the prior written consent of
the Bondholders with respect to not less than a majority in aggregate principal amount of
the impacted Bonds then Outstanding: (i) reduce the amounts due to the District (or to the
Bond Trustee on behalf of the District) under this Agreement; or (ii) amend or supplement
this Agreement where such amendment or supplement would materially adversely affect
the amount of City Pledged Tax Revenues to be paid to or on behalf of the District
hereunder.
(j) The City and the District covenant that whenever all of the Bonds and
interest thereon have been paid as provided herein and all expenses and fees of the Bond
Trustee have been paid, any excess Revitalization Sales Tax Revenues shall be applied in
accordance with the Participation Agreement and the Capital City Revitalization Zone Act
and that any excess Fifth-Fifth Tax Revenues shall be applied for transportation-related
projects or any other purpose set forth in Section 59-12-2220 or the District Act
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01. Representations and Warranties. The District and the City, respectively,
hereby makes the following representations and warranties, as applicable, to the best of its
respective knowledge:
(a)The District.
(i) The District is a convention center public infrastructure district in a
capital city, a political subdivision and body corporate and politic, duly organized
and validly existing under the laws of the State of Utah.
(ii) The District has all requisite corporate power and authority to
execute, deliver, and to perform its obligations under this Agreement. The
District’s execution, delivery, and performance of this Agreement has been duly
authorized by all necessary action.
(iii) The District is not in violation of any applicable provisions of law
or any order of any court having jurisdiction in the matter, which violation could
reasonably be expected to materially adversely affect the ability of the District to
4924-7393-4627, v. 7 12
perform its obligations hereunder. The execution, delivery and performance by the
District of its obligations under this Agreement (A) will not violate any provision
of any applicable law or regulation or of any order, writ, judgment or decree of any
court, arbitrator, or governmental authority; (B) will not violate any provision of
any document or agreement constituting, regulating, or otherwise affecting the
operations or activities of the District in a manner that could reasonably be expected
to result in a material adverse effect; and (C) will not violate any provision of,
constitute a default under, or result in the creation or imposition of any lien,
mortgage, pledge, charge, security interest, or encumbrance of any kind on any of
the revenues or other assets of the District pursuant to the provisions of any
mortgage, indenture, contract, agreement, or other undertaking to which the District
is a party or which purports to be binding upon the District, or upon any of its
revenues or other assets which could reasonably be expected to result in a material
adverse effect.
(i) The District has obtained all consents and approvals of, and has
made all registrations and declarations with any governmental authority or
regulatory body required for the execution, delivery, and performance by the
District of this Agreement.
(ii) There is no action, suit, inquiry, investigation, or proceeding to
which the District is a party, at law or in equity, before or by any court, arbitrator,
governmental or other board, body, or official which is pending or, to the best
knowledge of the District, threatened, in connection with any of the transactions
contemplated by this Agreement nor, to the best knowledge of the District is there
any basis therefor, wherein an unfavorable decision, ruling, or finding could
reasonably be expected to have a material adverse effect on the validity or
enforceability of, or the authority or ability of the District to perform its obligations
under, this Agreement.
(iii) This Agreement constitutes a valid and binding obligation of the
District, legally enforceable against the District in accordance with its terms (except
as such enforceability may be limited by bankruptcy, moratorium, or other similar
laws affecting creditors’ rights generally and provided that the application of
equitable remedies is subject to the application of equitable principles).
(d)The City.
(i) The City is a public body, corporate and politic duly created,
established, and authorized to transact business and exercise its powers, pursuant
to the Utah Code.
(ii) The City has all requisite corporate power and authority to execute,
deliver, and to perform its obligations under this Agreement. the City’s execution,
delivery, and performance of this Agreement has been duly authorized by all
necessary action.
4924-7393-4627, v. 7 13
(iv) The City is not in violation of any applicable provisions of law or
any order of any court having jurisdiction in the matter, which violation could
reasonably be expected to materially adversely affect the ability of the City to
perform its obligations hereunder. The execution, delivery and performance by the
City of this Agreement (A) will not violate any provision of any applicable law or
regulation or of any order, writ, judgment or decree of any court, arbitrator, or
governmental authority; (B) will not violate any provision of any document or
agreement constituting, regulating, or otherwise affecting the operations or
activities of the City in a manner that could reasonably be expected to result in a
material adverse effect; and (C) to the extent this Agreement is consistent with the
Participation Agreement, will not violate any provision of, constitute a default
under, or result in the creation or imposition of any lien, mortgage, pledge, charge,
security interest, or encumbrance of any kind on any of the City’s Pledged Tax
Revenues or other assets of the City pursuant to the provisions of any mortgage,
indenture, contract, agreement, or other undertaking to which the City is a party or
which purports to be binding upon the City or upon any of its revenues or other
assets which could reasonably be expected to result in a material adverse effect to
the City’s Pledged Tax Revenue.
(v) The City has obtained all consents and approvals of, and has made
all registrations and declarations with any governmental authority or regulatory
body required for the execution, delivery, and performance by the City of this
Agreement.
(vi) There is no action, suit, inquiry, investigation, or proceeding to
which the City is a party, at law or in equity, before or by any court, arbitrator,
governmental or other board, body, or official which is pending or, to the best
knowledge of the City threatened, in connection with any of the transactions
contemplated by this Agreement nor, to the best knowledge of the City is there any
basis therefor, wherein an unfavorable decision, ruling, or finding could reasonably
be expected to have a material adverse effect on the validity or enforceability of, or
the authority or ability of the City to perform its obligations under, this Agreement.
(vii) The lien of this Agreement on the City Pledged Tax Revenues is a
superior and exclusive pledge and has priority over any and all other obligations
and liabilities of the City which purport to pledge or assign the City Pledged Tax
Revenues or any portion thereof, provided however, this shall not be read to
diminish or conflict with the City’s rights under the Participation Agreement. For
clarity, the lien on the revenues from the Participation Agreement shall be a first
lien on available Revitalization Sales Tax, albeit limited to the provisions of the
Participation Agreement.
4924-7393-4627, v. 7 14
ARTICLE IV
NON-COMPLIANCE AND REMEDIES
Section 4.01. Events of Non-Compliance. The occurrence or existence of any one or
more of the following events shall be an “Event of Non-Compliance” hereunder, and there shall
be no default or Event of Non-Compliance hereunder except as provided in this Section:
(a) the City fails or refuses to use reasonable efforts to encourage any other
governmental entities to take all actions authorized by law to collect the City Pledged Tax
Revenues in the manner provided by law;
(b) unless the City is explicitly permitted to withhold or stop collecting the
Revitalization Sales Tax Revenue under the Participation Agreement, the City fails to remit
the City Pledged Tax Revenues or any portion thereof as required by the terms of this
Agreement;
(c) any representation or warranty made by any party to this Agreement proves
to have been untrue or incomplete in any material respect when made and which untruth
or incompletion would have a material adverse effect upon any other party to this
Agreement;
(d) subject to the Participation Agreement, the City’s pledge of the City
Pledged Tax Revenues for the purposes stated herein fails to be enforceable with the
priority required hereunder;
(e) the District fails to comply with the terms of this Agreement, the Governing
Document, District Act, or Capital City Revitalization Act;
(f) any party to this Agreement materially fails in the performance of any other
of its covenants in this Agreement, and such material failure continues for 60 days after
receipt of written notice from the other party specifying such default and requiring the same
to be remedied; or
(g) (i) any party to this Agreement shall commence any case, proceeding,
or other action (A) under any existing or future law of any jurisdiction relating to
bankruptcy, insolvency, reorganization, or relief of debtors, seeking to have an order for
relief entered with respect to it or seeking to adjudicate it insolvent or a bankrupt or seeking
reorganization, arrangement, adjustment, winding up, liquidation, dissolution,
composition, or other relief with respect to it or its debts, or (B) seeking appointment of a
receiver, trustee, custodian, or other similar official for itself or for any substantial part of
its property, or any party shall make a general assignment for the benefit of its creditors;
or (ii) there shall be commenced against any party any case, proceeding, or other action of
a nature referred to in clause (i) and the same shall remain not dismissed within 90 days
following the date of filing; or (iii) there shall be commenced against any party any case,
proceeding, or other action seeking issuance of a warrant of attachment, execution,
distraint, or similar process against all or any substantial part of its property which results
4924-7393-4627, v. 7 15
in the entry of an order for any such relief which shall not have been vacated, discharged,
stayed, or bonded pending appeal within 90 days from the entry thereof; or (iv) any party
shall take action in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the acts set forth in clause (i), (ii) or (iii) above; or (v) any party shall generally
not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they
become due.
Section 1.08. Remedies for Events of Non-Compliance. Subject to Section 2.06 hereof,
upon the occurrence and continuance of an Event of Non-Compliance, any party may proceed to
protect and enforce its rights against the party causing the Event of Non-Compliance by mandamus
or such other suit, action, or special proceedings in equity or at law, in any court of competent
jurisdiction, including an action for specific performance. In the event of any litigation or other
proceeding to enforce any of the terms, covenants or conditions hereof, the party in such litigation
or other proceeding shall obtain, as part of its judgment or award, its reasonable attorneys’ fees
and costs.
ARTICLE V
MISCELLANEOUS
Section 5.01. Pledge of Revenue. This Agreement creates a valid and binding pledge and
assignment of security interest in all of the City Pledged Tax Revenues by the City to secure or
pay the Payment Obligation, subject to the Participation Agreement as applicable. Under the laws
of the State, such pledge and assignment and security interest is automatically perfected by Section
11-14-501, Utah Code, and is and shall have priority based on the time of the creation of the pledge
against all parties having claims of any kind in tort, contract, or otherwise hereafter imposed on
the City Pledged Tax Revenue.
Section 5.02. No Recourse Against Officers and Agents. No recourse shall be had for
the payment of the Payment Obligation or for any claim based thereon or upon any obligation,
covenant or agreement herein contained against any past, present or future officer, or other public
official, employee, or agent of the City or the District. Such recourse shall not be available either
directly or indirectly through the City Council, the District Board, or otherwise, whether by virtue
of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance
of this Agreement and as a part of the consideration hereof, the City and the District specifically
waive any such recourse.
Section 5.03. Notices. Except as otherwise provided herein, all notices, certificates, or
other communications required to be given to any of the persons set forth below pursuant to any
provision of this Agreement shall be in writing, shall be given either in person or by certified or
registered mail, and if mailed, shall be deemed received three (3) days after having been deposited
in a receptacle for United States mail, postage prepaid, addressed as follows:
4924-7393-4627, v. 7 16
The District: Downtown Revitalization Public Infrastructure District
1108 E South Union Ave
Midvale, UT, 84047, USA
Attention: Smith Entertainment Group, LLC
E-mail: legal@teamseg.com
The City: Salt Lake City Recorder
451 South State Street, Suite 415
Salt Lake City, Utah 84111
Attention: City Recorder
E-mail: slcrecorder@slc.gov
With a copy to: Salt Lake City Attorney Office
451 South State Street, Suite 505A
Salt Lake City, Utah 84111
Attention: City Attorney
Email: attorney.dept@slc.gov
(a) In lieu of mailed notice to any person set forth above, the persons designated
above may provide notice by email to any email address set forth above for any other
person designated above, or by facsimile transmission to any facsimile number set forth
above for such person, and any such notices shall be deemed received upon receipt by the
sender of an email or facsimile transmission from such person confirming such receipt, or
upon receipt by the sender of such other confirmation of receipt as may be reasonably
reliable under the circumstances.
(b) The persons designated above may, by notice given hereunder, designate
any further or different addresses to which subsequent notices, certificates, or other
communications shall be sent.
(c) Where this Agreement provides for notice in any manner, such notice may
be waived in writing by the person entitled to receive such notice, either before or after the
event, and such waiver shall be the equivalent of such notice.
Section 2.06. Miscellaneous.
(a) This Agreement constitutes the final, complete, and exclusive statement of
the terms of the agreement between the parties pertaining to the subject matter of this
Agreement and supersedes all prior and contemporaneous understandings or agreements
of the parties. This Agreement may not be contradicted by evidence of any prior or
contemporaneous statements or agreements. No party has been induced to enter into this
Agreement by, nor is any party relying on, any representation, understanding, agreement,
commitment, or warranty outside those expressly set forth in this Agreement.
(b) If any term or provision of this Agreement is determined to be illegal,
unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or
invalid provisions or part thereof shall be stricken from this Agreement, and such provision
4924-7393-4627, v. 7 17
shall not affect the legality, enforceability, or validity of the remainder of this Agreement.
If any provision or part thereof of this Agreement is stricken in accordance with the
provisions hereof, then such stricken provision shall be replaced, to the extent possible,
with a legal, enforceable, and valid provision that is as similar in tenor to the stricken
provision as is legally possible.
(d) This Agreement may not be assigned or transferred by any party without
the prior written consent of each of the other parties.
(e) This Agreement shall be governed by and construed under the applicable
laws of the State.
(f) This Agreement may be amended or supplemented by the parties, but any
such amendment or supplement must be in writing and must be executed by all parties and
comply with the Interlocal Cooperation Act.
(g) Each party has participated fully in the review and creation of this
Agreement. Any rule of construction to the effect that ambiguities are to be resolved
against the drafting party shall not apply in interpreting this Agreement. The language in
this Agreement shall be interpreted as to its fair meaning and not strictly for or against any
party.
(h) This Agreement may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
(i) Time is of the essence hereof; provided, however, that if the last day
permitted or the date otherwise determined for the performance of any act required or
permitted under this Agreement falls on a Saturday, Sunday or legal holiday, the time for
performance shall be extended to the next succeeding business day, unless otherwise
expressly stated.
(j) The District and the City shall have the right to access and review each
other’s records and accounts, on reasonable times during regular office hours, for purposes
of determining compliance by the City and the District with the terms of this Agreement.
(k) The District covenants that it will do, execute, acknowledge, and deliver or
cause to be done, executed, acknowledged, and delivered, such acts, instruments, and
transfers as may reasonably be required for the performance of its obligations hereunder.
Section 2.07. Third Party Beneficiaries. Other than the Bond Trustee and the
bondholder rights it oversees, it is intended that there be no third-party beneficiaries of this
Agreement and nothing contained herein, expressed or implied, is intended to give to any person
other than the City and the District any claim, remedy, or right under or pursuant hereto, and any
4924-7393-4627, v. 7 18
agreement, condition, covenant, or term contained herein required to be observed or performed by
or on behalf of any party hereto shall be for the sole and exclusive benefit of the other party.
Section 1.09. Interlocal Cooperation Act. In satisfaction of the requirements of the
Interlocal Cooperation Act in connection with this Agreement, the City and the District agree as
follows:
(a) This Agreement shall be authorized and adopted by resolution of each party
pursuant to and in accordance with the provisions of Utah Code Ann. Section 11-13-202.5;
(b) This Agreement shall be reviewed as to proper form and compliance with
applicable law by a duly authorized attorney on behalf of each of the City and the District
pursuant to and in accordance with the Utah Code Ann. Section 11-13-202.5(3);
(c) A duly executed original counterpart of this Agreement shall be filed
immediately with the keeper of records of the City and the District pursuant to Utah Code
Ann. Section 11-13-209;
(d) the City and the District agree that they do not, by this Agreement, create
an interlocal entity;
(e) As required by Utah Code Ann. Section 11-13-207, the City and the District
agree that the undertaking under this Agreement shall be administered jointly by the
Board.. The acquisition, holding, and disposition of any real or personal property shall be
determined by the Board in compliance with the rules, laws, and regulations that apply to
such entities;
(f) this Agreement does not exceed fifty (50) years pursuant to Utah Code Ann.
Section 11-13-216; and
(g) No budget shall be established or maintained except as described herein.
Section 1.10. Applicable Law and Jurisdiction; Interpretation. This Agreement shall
be governed by and interpreted in accordance with the internal laws of the State of Utah, without
regard to choice of law principles. The District and the City each hereby consent to the exclusive
jurisdiction of any State court situated in Salt Lake County, Utah, and waive any objections based
on forum non conveniens, with regard to any actions, claims, disputes, or proceedings relating to
this Agreement of any of the transactions contemplated hereunder, or enforcement and/or
interpretation of any of the foregoing.
Section 1.11. Effective Date and Agreement Termination Date. This Agreement shall
become effective on the Effective Date and shall remain in effect until the Agreement Termination
Date unless earlier terminated pursuant to mutual written agreement of the City and the District;
provided, however, that if any Bonds are Outstanding, any such earlier termination of this
Agreement shall be subject to the applicable provisions of all Indenture then in effect. On the
Agreement Termination Date, this Agreement shall be deemed fully satisfied, all obligations of
the parties hereto shall be discharged, and this Agreement shall terminate and no longer be of any
force or effect.
4924-7393-4627, v. 7 19
Section 1.12. Notice of Interlocal Agreement. The parties agree to publish and post
notice of this agreement in accordance with the Interlocal Cooperation Act, Utah Code Section 11-
13-219(c) and as a class A notice under Utah Code Section 63G-30-102, for 30 days. After the
notice of this Agreement has been posted for 30 days, no one may contest the regularity, formality,
or legality of the Agreement or any action performed or instrument issued under the authority of
the Agreement for any cause whatsoever.
[End of Interlocal Capital Pledge Agreement; Signatures Appear on Following Page]
IN WITNESS WHEREOF, the authorized officers of the District and the City have
executed this Interlocal Capital Pledge Agreement as of the Effective Date.
Downtown Revitalization Public Infrastructure
District
By
[SEAL]
ATTEST:
APPROVED AS TO PROPER FORM AND
COMPLIANCE WITH APPLICABLE
LAW:
Counsel to the District
[Signature Page to Capital Pledge Agreement]
21
4924-7393-4627, v. 7
Salt Lake City, Utah
By
Mayor
[SEAL]
ATTEST:
City Recorder
APPROVED AS TO PROPER FORM AND
COMPLIANCE WITH APPLICABLE
LAW:
Counsel to the City
[Signature Page to Capital Pledge Agreement]
22
4924-7393-4627, v. 7
EXHIBIT A
ADDENDUM TO CAPITAL PLEDGE AGREEMENT
THIS ADDENDUM TO THE INTERLOCAL CAPITAL PLEDGE AGREEMENT
(this “Addendum”) is made and entered into as of [AGREEMENT DATE], 2025, by and among
SMITH ENTERTAINMENT GROUP, LLC, a Delaware limited liability company (“SEG”),
SEG REAL ESTATE LLC, a Utah limited liability company (“SEG Real Estate” and, together
with SEG, the “SEG Parties”), and the DOWNTOWN REVITALIZATION PUBLIC
INFRASTRUCTURE DISTRICT (the “District”). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the Interlocal Capital Pledge
Agreement, dated as of [AGREEMENT DATE], 2025 (the “Capital Pledge Agreement”), by and
between the District and Salt Lake City, Utah (the “City”).
RECITALS
WHEREAS, the City and the SEG Parties entered into that certain Participation, Tax
Sharing and Reimbursement Agreement dated as of December 10, 2024 (the “Participation
Agreement”), attached as Exhibit A, and pursuant to which the City agreed to remit certain
Revitalization Sales Tax revenues (as defined therein) to the SEG Parties for reimbursement of
Eligible Expenses; and
WHEREAS, the District is issuing its bonds to finance certain public improvements
related to the District Redevelopment Project (as defined in the Participation Agreement), and the
City has pledged the Revitalization Sales Tax revenues to the District pursuant to the Capital
Pledge Agreement; and
WHEREAS, the parties desire to clarify and confirm that the SEG Parties consent to the
assignment of Revitalization Sales Tax revenues to the District or the trustee for the bonds.
NOW, THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned SEG Parties and the District agree as follows:
1. Definitions. Capitalized terms used in this Addendum, unless the context requires
otherwise, shall have the same meanings as set forth in the Participation Agreement and the Capital
Pledge Agreement.
2. Consent to Assignment. The SEG Parties each hereby acknowledge and agree
that, as contemplated in the Participation Agreement and in connection with the financing of the
District Redevelopment Project, all amounts payable to SEG or SEG Real Estate under the
Participation Agreement, including the Revitalization Sales Tax revenues, shall be paid directly to
the trustee under the applicable Indenture (the “Bond Trustee”) on behalf of the District, so long
as any District obligations remain outstanding. The SEG Parties consent to such assignment of
payment rights under the Participation Agreement to the Bond Trustee and agree that this
23
4924-7393-4627, v. 7
Addendum shall serve as the necessary written consent for such purposes. This Addendum shall
further serve as notice to the City of consent to the assignment under the Participation Agreement.
3. No Modification of Participation Agreement Obligations. The SEG Parties
agree and acknowledge that the execution of this Addendum and the Capital Pledge Agreement
does not (i) amend, modify, or waive any obligation of SEG or SEG Real Estate under the
Participation Agreement, or (ii) create any new or additional obligations on the part of the City
under the Participation Agreement. Nothing in this Addendum shall be construed to relieve SEG
or SEG Real Estate of their obligations under the Participation Agreement, including without
limitation, the obligation to complete the District Redevelopment Project and to comply with the
Home Game Covenant and other covenants contained therein.
4. Acknowledgement of First Lien. The SEG Parties acknowledge and agree, for
the benefit of the City and the owners of the Bonds, that the pledge of the Revitalization Sales Tax
revenues made in the Capital Pledge Agreement constitutes a first lien pledge of such revenues to
the District or the Bond Trustee for the payment of the Bonds, and the SEG Parties shall not take
or authorize any action that would interfere with or diminish such lien.
5. Continuing Effect. This Addendum is intended to clarify the relationship of the
Participation Agreement and the Capital Pledge Agreement and shall not be construed to modify
or alter any material term of either agreement except as expressly provided herein.
6. Further Assurances. The SEG Parties agree to take such further actions and
execute such further documents as may be reasonably necessary to carry out the intent of this
Addendum, including delivery of acknowledgments or notices as may be required by the City or
the Bond Trustee.
7. Counterparts. This Addendum may be executed in counterparts, each of which
shall be deemed an original and all of which together shall constitute one and the same instrument.
[Remainder of page intentionally left blank]
24
4924-7393-4627, v. 7
IN WITNESS WHEREOF, the parties have executed this Addendum as of the day and
year first above written.
(S E A L) DOWNTOWN REVITALIZATION PUBLIC
INFRASTRUCTURE DISTRICT
Chair
ATTESTED:
Secretary
SMITH ENTERTAINMENT GROUP, LLC
By:
Name:
Title:
SEG REAL ESTATE LLC
By:
Name:
Title:
S-1
EXHIBIT A
PARTICIPATION AGREEMENT
GOVERNING DOCUMENT
FOR
DOWNTOWN REVITALIZATION PUBLIC INFRASTRUCTURE DISTRICT
SALT LAKE CITY, UTAH
Prepared
by
Gilmore & Bell, P.C.
15 West South Temple, Suite 1400
Salt Lake City, Utah 84101
April 8, 2025
TABLE OF CONTENTS
I. INTRODUCTION...............................................................................................................1
A. Purpose and Intent...................................................................................................1
B. Need for the District................................................................................................1
C. Objective of the Governing Document....................................................................1
II. DEFINITIONS ....................................................................................................................2
III. BOUNDARIES....................................................................................................................5
IV. LIMITATION OF CITY .....................................................................................................5
V. DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS AND SERVICES .......5
A. Powers of the District and Governing Document Amendment...............................5
1. Improvements ..............................................................................................5
2. Vesting .........................................................................................................5
3. Construction Standards Limitation ..............................................................5
4. Procurement.................................................................................................6
5. Reserved ......................................................................................................6
6. Annexation and Withdrawal........................................................................6
7. Overlap Limitation.......................................................................................6
8. Reserved ......................................................................................................6
9. No Debt Issuance Limitation .......................................................................6
10. Bankruptcy Limitation .................................................................................6
11. Governing Document Amendment Requirement ........................................7
B. Preliminary Estimate of Improvements...................................................................7
VI. THE BOARD OF TRUSTEES ............................................................................................7
A. Board Composition................................................Error! Bookmark not defined.
B. Vacancy...................................................................................................................8
C. Compensation..........................................................................................................8
D. Voting......................................................................................................................8
E. Conflicts of Interest.................................................................................................8
F. Not a Resident..........................................................................................................8
G. No Liability of City or County................................................................................8
VII. RESERVED .........................................................................................................................8
VIII. FINANCIAL PLAN ............................................................................................................8
A. General.....................................................................................................................8
B. Applicable Debt Requirements................................................................................8
C. Maximum Debt Mill Levy.......................................................................................9
D. Debt Imposition Term..............................................................................................9
E. Maximum Administrative Mill Levy.......................................................................9
F. Debt Repayment Sources.........................................................................................9
G. Debt Instrument Disclosure Requirement.............................................................10
H. Security for Debt....................................................................................................10
4932-8939-7795, v. 5
I. District’s Operating Costs......................................................................................10
IX. ANNUAL REPORT ..........................................................................................................11
A. General...................................................................................................................11
B. Reporting of Significant Events.............................................................................11
X. DISSOLUTION .................................................................................................................12
XI. DISCLOSURE TO PURCHASERS..................................................................................12
XII. CAPITAL PLEDGE AGREEMENT ................................................................................12
LIST OF EXHIBITS
EXHIBIT A Legal Descriptions
EXHIBIT B The Act
EXHIBIT C Initial District and Annexation Area Boundary Map
EXHIBIT D Capital Pledge Agreement between the District and Salt Lake City
I. INTRODUCTION
A. Purpose and Intent.
The District is a convention center public infrastructure district in a capital city, and
as such is (a) is a body corporate and politic with perpetual succession; (b) is a quasi-municipal
corporation; (c) is a political subdivision of the state; and (d) is separate and distinct from, and
independent of, the City and any other public entity or political subdivision of the state, and, except
as may otherwise be provided for by State law, this Governing Document, and the Participation
Agreement, its activities are subject to review by the City only insofar as they may deviate in a
material matter from the requirements of the Governing Document. It is intended that the primary
purpose of the District will be to finance the Improvements in accordance with the Act and the
Participation Agreement. The District shall be entitled to the full powers of the Act to fulfill the
limited purposes as generally described in this Governing Document. References to the
Participation Agreement herein shall not be construed as a limitation on the powers of the District
other than as a limitation on the use of the Revitalization Sales Taxes (as defined therein) to those
uses described in the Participation Agreement.
B. Need for the District.
There are currently no other governmental entities, including the City, located in
the immediate vicinity of the District that consider it desirable, feasible, or practical to undertake
the financing of the Improvements needed for the Project. Formation of the District is therefore
necessary for the Improvements required for the Project to be provided in the most economic
manner possible.
C. Objective of the Governing Document.
The objective of this Governing Document is to authorize the District to provide
for the financing of the Improvements from the proceeds of Debt to be issued by the District. All
Debt is expected to be repaid by Pledged Revenues, provided however, that this Governing
Document shall not be interpreted to expand or allow any use of Pledged Revenues to finance any
Improvements in a manner not permitted by the Act or the Participation Agreement, as applicable.
This Governing Document is intended to establish a limited purpose for the District
and explicit financial constraints that are not to be violated. The primary purpose is to provide for
the financing of the Improvements There are no divisions of the District.
It is the intent of the District to dissolve upon payment or defeasance of all Debt
incurred or upon a determination that adequate provision has been made for the payment of all
Debt. The District may also be dissolved if the District has no Debt and the Board determines that
the District is not needed to finance the Improvements.
The District shall be authorized to finance the Improvements that can be funded
from Debt to be repaid from Pledged Revenues. It is the intent of this Governing Document to
assure to the extent possible that no taxable property bear an economic burden that is greater than
that associated with the Maximum Debt Mill Levy in amount and that no taxable property bear an
4932-8939-7795, v. 5
economic burden that is greater than that associated with the Maximum Debt Mill Levy Imposition
Term in duration.
II. DEFINITIONS
In this Governing Document, the following terms shall have the meanings indicated below,
unless the context hereof clearly requires otherwise:
Act: means the applicable portions of the District Act, the CCRZ Act, the Capital City
Revitalization Zone Act, and the Assessment Act as of May 7, 2025, provided however,
that any obvious errors or technical corrections after this date that do not affect the business
terms of this Governing Document shall be acceptable. A copy of the Act will be attached
as Exhibit B once the Act is published.
Annexation Area Boundaries: means the boundaries of the area described in the
Annexation Area Boundary Map and as particularly described in Exhibit A-2 which may
be annexed or withdrawn from or into the District upon the meeting of certain
requirements, including the written consent of the related property owners or lessees of
such property, as applicable.
Annexation Area Boundary Map: means the map attached hereto as Exhibit C, describing
the property approved for potential annexation to the District.
Assessment: means (i) the levy of an assessment secured by a lien on property within the
District to pay for the costs of Improvements benefitting such property or (ii) an assessment
by the District levied on private property within such District in accordance with the C-
Pace Act, each as may be levied pursuant to the Assessment Act.
Assessment Act: means collectively, (i) Title 11, Chapter 42, Utah Code as may be
amended from time to time and (ii) the C-PACE Act.
Board: means the board of trustees of the District.
Bond, Bonds, or Debt: means bonds or other obligations, including loans of any property
owner, for the payment of which the District has promised to pledge and collect Pledged
Revenues.
Capital City Revitalization Zone Act: means Title 63N, Chapter 14 of Utah Code, as may
be amended from time to time.
City: means Salt Lake City Corporation, a Utah municipal corporation.
City Code: means the City Code of Salt Lake City.
City Council: means the Salt Lake City Council.
CCRZ Act: means those provisions of Title 63N, Chapter 3, Part 6 that relate to a
Convention Center Reinvestment Zone in a Capital City.
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Convention Center Reinvestment Zone in a Capital City: means the same as defined and
described in the CCRZ Act.
County: means Salt Lake County, Utah.
C-PACE Act: means Title 11, Chapter 42a of the Utah Code, as amended from time to
time.
C-PACE Bonds: means bonds, loans, notes, or other structures and obligations of the
District issued pursuant to the C-PACE Act, including refunding C-PACE Bonds.
C-PACE Assessments: means assessments levied under the C-PACE Act.
District: means the Downtown Revitalization Public Infrastructure District.
District Act: means the Special District Act and the PID Act.
District Area: means the property within the Initial District Boundary Map and the
Annexation Area Boundary Map.
End User: means any owner, or tenant of any owner, of any taxable improvement within
the District, who is intended to become burdened by the imposition of ad valorem property
taxes subject to the Maximum Debt Mill Levy or an Assessment. By way of illustration, a
resident homeowner, renter, commercial property owner, or commercial tenant is an End
User. The business entity that constructs homes or commercial structures is not an End
User.
Fees: means any legal fee imposed by the District.
Financial Plan: means the Financial Plan described in Section VIII which describes (i) the
potential means whereby the Improvements may be financed; (ii) how the Debt is expected
to be incurred; and (iii) the estimated operating revenue derived from property taxes for
the first budget year.
General Obligation Debt: means a Debt that is directly payable from and secured by ad
valorem property taxes that are levied by the District and does not include Limited Tax
Debt.
Governing Document: means this Governing Document for the District approved by the
City Council.
Governing Document Amendment: means an amendment to the Governing Document
approved by the City Council in accordance with the City’s ordinances and the applicable
state law and approved by the Board in accordance with applicable state law.
Improvements: means any part or all of the public or private improvements authorized to
be planned, designed, acquired, constructed, installed, relocated, redeveloped and financed
by a convention center public infrastructure district in a capital city as generally described
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in the Act, and includes Public Infrastructure and Improvements as defined under the PID
Act.
Initial District Boundaries: means the boundaries of the area described in the Initial District
Boundary Map and as particularly described in Exhibit A-1.
Initial District Boundary Map: means the map attached hereto as Exhibit C, describing
the District’s initial boundaries.
Limited Tax Debt: means a debt that is directly payable from and secured by ad valorem
property taxes that are levied by the District which may not exceed the Maximum Debt
Mill Levy.
Maximum Debt Mill Levy: means the maximum mill levy the District is permitted to
impose for payment of Debt as set forth in Section VIII.C below.
Maximum Debt Mill Levy Imposition Term: means the maximum term for imposition of
a mill levy for any given series of bonds as set forth in Section VIII.D below.
Maximum Administrative Mill Levy: means the maximum mill levy the District is
permitted to impose for reasonable and actual administrative costs incurred by the District
as set forth in Section VIII.E below.
Participation Agreement: means the Participation, Tax Sharing and Reimbursement
Agreement between the City and SEG Real Estate LLC and Smith Entertainment Group,
LLC as may be amended from time to time pursuant to its terms and conditions.
Petitioner: means Jazz Arena Investors LLC, a Utah limited liability company.
PID Act: means Title 17D, Chapter 4 of the Utah Code, as amended from time to time and
any successor statute thereto.
Pledge Agreement: means any agreement or statutory requirement under the CCRZ Act
pledging all or any portion of revenues to the District, and including but not limited to the
Interlocal Capital Pledge Agreement attached hereto.
Pledged Revenues: means all revenues legally available to the District (including via a
Pledge Agreement, Mill Levy, and Assessments) and pledged in whole or in part to the
repayment of Debt.
Project: means the development or property in and around the District Area as permitted
under the Act and including in any related approved Convention Center Reinvestment Zone
in a Capital City (and the related county-owned convention center).
Special District Act: means Title 17B of the Utah Code, as amended from time to time.
State: means the State of Utah.
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Taxable Property: means real or personal property within the District Area subject to ad
valorem taxes imposed by the District.
Trustee: means a member of the Board.
Utah Code: means the Utah Code Annotated 1953, as amended.
III. BOUNDARIES
The area of the Initial District Boundaries includes approximately 10 acres and the total
area proposed to be included in the Annexation Area Boundaries is approximately 46 acres. A
legal description of the Initial District Boundaries and the Annexation Area Boundaries is attached
hereto as Exhibit A. A map of the Initial District Boundaries and Annexation Area Boundaries is
attached hereto as Exhibit C. It is anticipated that the District’s boundaries may change from time
to time as it undergoes annexations and withdrawals pursuant to Section 17D-4-201, Utah Code,
subject to Article V below.
IV. LIMITATION OF CITY
Approval of this Governing Document by the City does not imply approval of the
development of a specific area within the District, nor does it imply approval of the development
contemplated in the District Area, unless the same is separately approved by the City.
V. DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS AND SERVICES
A. Powers of the District and Governing Document Amendment.
The District shall have the power and authority to finance and provide the
Improvements within and without the boundaries of the District as such power and authority is
described in the Act, the Participation Agreement and other applicable statutes, common law, and
the Constitution, subject to any limitations set forth herein.
1. Improvements. The purpose of the District is to plan for, design, acquire,
construct, install, relocate, redevelop, and finance the Improvements. The District shall be
authorized, but not obligated, to own, operate and maintain Improvements not otherwise required
to be dedicated to the City or other public entity.
2. Vesting. The District shall be vested in the Act in effect as of May 7, 2025,
provided however, that any obvious errors or technical corrections after this date that do not affect
the business terms of this Governing Document shall be acceptable. Should the District and the
City agree that future modifications to the Act should apply to the District, the District and City
may execute an amendment to the Governing Document and any Pledge Agreement expressly
adopting such modifications.
3. Construction Standards Limitation Any Improvements financed by the
District must follow all applicable ordinances, laws, rules, and regulations, including obtaining
any zoning, planning, design specifications and approval; obtaining the City’s approval of civil
engineering plans and any applicable permits for construction and installation of Improvements as
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required prior to performing such work. Improvements shall be subject to only the ordinary and
generally applicable inspection and approval procedures of the City and other governmental
entities having proper authority.
4. Procurement. The District shall be subject to the procurement requirements
of the PID Act. Notwithstanding this requirement, the District may acquire completed or partially
completed Improvements for fair market value, as determined by an engineer selected by the
District.
5. Reserved.
6. Annexation and Withdrawal.
(a) The District shall not include within its boundaries any property
outside the Initial District Area without the adoption of a resolution by the City approving the
annexation. Such area outside of the Initial District Area may only be annexed upon the District
obtaining consent of all property owners or lessors, as applicable, within the area proposed to be
annexed and the passage of a resolution of the City and the Board approving such annexation.
(b) The District shall not withdraw property from the District Area
without the adoption of a resolution by the City approving the withdrawal. Such area may only be
withdrawn upon the District obtaining consent of all property owners or lessors, as applicable,
within the area proposed to be withdrawn and the passage of a resolution of the City and the Board
approving such annexation.
(c) Any annexation or withdrawal shall be in accordance with the
requirements of the PID Act.
(d) Upon the completion of any annexation or withdrawal, the District
shall provide the City a description of the revised District Boundaries.
(e) Annexation or withdrawal of any area in accordance with V.A.6(a)
and (b) shall not constitute an amendment of this Governing Document.
7. Overlap Limitation. The District shall not consent to the organization of any
other public infrastructure district organized under the PID Act within the District Area which will
overlap the boundaries of the District unless the aggregate mill levy for payment of Debt of such
proposed districts will not at any time exceed the Maximum Debt Mill Levy of the District.
8. Reserved.
9. No Debt Issuance Limitation. So long as Debt is issued in accordance with
the provisions of this Governing Document, the Participation Agreement, and the Act, there is no
limit to the amount of Debt that may be issued by the District.
10. Bankruptcy Limitation. All of the limitations contained in the Governing
Document, including, but not limited to, those pertaining to the Pledged Revenues, the
Assessments, Maximum Debt Mill Levy, Maximum Debt Mill Levy Imposition Term and the Fees
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have been established under the authority of the City to approve a Governing Document with
conditions pursuant to Section 17D-4-201(5), Utah Code. It is expressly intended that such
limitations:
(a) Shall not be subject to set-aside for any reason or by any court of
competent jurisdiction, absent a Governing Document Amendment; and
(b) Are, together with all other requirements of Utah law, included in
the “political or governmental powers” reserved to the State under the U.S. Bankruptcy Code (11
U.S.C.) Section 903, and are also included in the “regulatory or electoral approval necessary under
applicable nonbankruptcy law” as required for confirmation of a Chapter 9 Bankruptcy Plan under
Bankruptcy Code Section 943(b)(6).
11. Governing Document Amendment Requirement.
(a) This Governing Document has been designed with sufficient
flexibility to enable the District to provide funding for Improvements under evolving
circumstances without the need for numerous amendments.
(b) Subject to the limitations and exceptions contained herein, this
Governing Document may be amended by passage of resolutions of the City Council and the Board
approving such amendment.
B. Preliminary Estimate of Improvements.
The District shall have authority to provide funding for the planning, design,
acquisition, construction, installation, relocation, redevelopment, maintenance, and financing of
the Improvements within and without the boundaries of the District. An estimate of the costs of
the Improvements which may be planned for, designed, acquired, constructed, installed, relocated,
redeveloped, maintained, or financed was prepared based upon the currently anticipated
Improvements and Pledged Revenues. However, this estimate is not a limitation on the
Improvements ultimately financed by Pledged Revenues over time in accordance with the Act and
the Participation Agreement.
All of the Improvements will be designed in such a way as to assure that the
Improvements standards will be compatible with those of the City and/or any other applicable
public entity. All construction cost estimates are and will be based on the assumption that
construction conforms to applicable local, State or Federal requirements.
VI. THE BOARD OF TRUSTEES
A. Board Composition. The Board shall be composed of five Trustees who shall be
appointed as set forth in the PID Act. Trustees 1, 2, and 3 shall be representatives of the Petitioner
selected by the Petitioner, Trustee 4 shall be a representative of the City selected by the mayor of
the City (unless withdrawn in accordance with the Act), and Trustee 5 shall be a representative of
the County selected by the Mayor of the County (unless withdrawn in accordance with the Act).
Trustee terms shall be staggered with initial terms as follows: Trustees 1, 3 and 5 shall serve an
initial term of six (6) years; Trustees 2 and 4 shall serve an initial term of four (4) years. Appointed
4932-8939-7795, v. 5
Trustees shall be required to conform with the requirements of the Act. The Board shall be self-
perpetuating and the Board seats shall continue to be filled by representatives of the Petitioner
selected by the Petitioner, City selected by the City Mayor, or the County selected by the County
Mayor, as applicable. In the event the City or County elects to permanently abdicate the board seat
in writing, such seats shall be selected by the Petitioner.
B. Vacancy. Any vacancy on the Board shall be filled pursuant to the Act.
C. Compensation. Unless otherwise permitted by the PID Act, only Trustees who are
residents of the District may be compensated for services as Trustee. Such compensation shall be
in accordance with the Act.
D. Voting. Unless otherwise prohibited by Utah Code, all votes of the board shall be
by majority vote of Trustees that are present constituting a quorum.
E. Conflicts of Interest. Trustees shall disclose all conflicts of interest. Any Trustee
who discloses such conflicts in accordance with 17D-4-202 and 67-16-9, Utah Code, shall be
entitled to vote on such matters.
F. Not a Resident. Trustees that are not residents within the District must be an officer
or agent of Petitioner, City, or County, respective to the Board position they are serving and be a
registered voter at the individual’s primary residence.
G. No Liability of City or County. Actions by the Appointed Trustees from the City
or County shall not be construed so as to create any responsibility or liability on the part of the
City or County in the event of default by the District.
VII. RESERVED
VIII. FINANCIAL PLAN
A. General.
The District shall be authorized to provide funding for the design, acquisition,
construction, installation, relocation, and/or redevelopment of the Improvements from all or any
portion of its Pledged Revenues and by and through the proceeds of Debt to be issued by the
District (but only in accordance with the Act and the Participation Agreement). The parties
acknowledge the supervisory authority of the mayor of the County in the CCRZ Act over the
convention center portions of the Project. The Financial Plan for the District shall be to issue
such Debt as the District can finance from Pledged Revenues. The total Debt shall be permitted
to be issued on a schedule and in such year or years as the District determines and phased to serve
the Project as it occurs. The District may also rely upon various other revenue sources authorized
by law. These will include the power to assess Fees, penalties, or charges, including as provided
in Section 17D-4-304, Utah Code, as amended from time to time.
B. Applicable Debt Requirements.
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Debt, when issued, will comply with all relevant requirements of this Governing
Document, the Participation Agreement, State law, and Federal law as then applicable to the
issuance of public securities.
H. Maximum Debt Mill Levy.
(a) The “Maximum Debt Mill Levy” shall be the maximum mill levy
the District is permitted to impose upon the taxable property within the District for payment of
Limited Tax Debt shall be 0.015 per dollar of taxable value of taxable property in the District;
provided that such levy shall be subject to adjustment as provided in Section 17D-4-301(8), Utah
Code.
(b) Such Maximum Debt Mill Levy may only be amended pursuant to
a Governing Document Amendment and as provided in Section 17D-4-202, Utah Code.
I. Debt Imposition Term.
Each Bond issued by the District shall mature within Thirty-One (31) years from
the date of issuance of such Bond. Bonds issued by the District shall not be secured by the fee-
simple property Petitioner is leasing from the City’s Community Reinvestment Agency. In
addition, absent written consent of the City, no mill levy may be imposed for the repayment of
Debt after a period exceeding Forty (40) years from the first date of imposition of the mill levy for
any Debt (the “Maximum Debt Mill Levy Imposition Term”).
J. Maximum Administrative Mill Levy. The “Maximum Administrative Mill Levy”
shall be the maximum mill levy the District is permitted to impose upon the taxable property within
the District shall be 0.0005 per dollar of taxable value of taxable property in the District; provided
that such levy shall be subject to adjustment as provided in Section 17D-4-301(8), Utah Code.
Such Maximum Administrative Mill Levy may be imposed by the District but only for the
purposes allowed in the Act.
K. Debt Repayment Sources.
(a) The District may impose a mill levy on taxable property within its
boundaries as a source of revenue for repayment of debt service. The District may also rely upon
Assessments and other various other revenue sources authorized by law. At the District’s
discretion, these shall include other Pledged Revenues, penalties, or charges, including as provided
in Section 17D-4-304, Utah Code, as amended from time to time. Except as described in Section
VIII.C(a), the debt service mill levy in the District shall not exceed the Maximum Debt Mill Levy
or, the Maximum Debt Mill Levy Imposition Term, except for repayment of General Obligation
Debt.
(b) Any Assessments shall be repayable in accordance with the
provisions of the Assessment Act.
(c) The District shall not be permitted to charge an End User the costs
of any portion of the Improvements for which such End User has already paid or is presently
4932-8939-7795, v. 5
obligated to pay through any combination of mill levy, Assessment, property taxes, or impact fees.
This provision shall not prohibit the division of costs between mill levies, Assessments, property
taxes, or impact fees, but is intended to prevent double taxation of End Users for the costs of
Improvements.
(d) On an annual basis, any Pledged Revenue that are not necessary to
meet all obligations with respect to the District’s outstanding Debt, the District shall reimburse
any relevant taxing entities their proportional share of the sales and use tax increment and property
tax increment. The District’s outstanding Debt includes mandatory prepayments, the cost to issue
and repay Bonds including principal, interest, and redemption premium, and an excess revenues
reserve and/or surplus fund to be funded up to a maximum amount as reasonably determined by,
and at the sole discretion of, the underwriter or financial advisor to the District with respect to each
series of Bonds (in addition to any Bond funded reserve) provided that the District’s underwriter
or financial advisor shall review the proposed maximum amount of the surplus fund with the City’s
Director of Finance (but not approval) prior to the underwriter or financial advisor making a
determination on the maximum amount of the surplus fund.
B. Debt Instrument Disclosure Requirement.
In the text of each Bond and any other instrument representing and constituting
Debt, the District shall set forth a statement in substantially the following form:
By acceptance of this instrument, the owner of this Bond agrees and
consents to all of the limitations in respect of the payment of the
principal of and interest on this Bond contained herein, in the
resolution of the District authorizing the issuance of this Bond and
in the Governing Document for creation of the District.
Similar language describing the limitations in respect of the payment of the
principal of and interest on Debt set forth in this Governing Document shall be included in any
document used for the offering of the Debt for sale to persons, including, but not limited to, a
developer of property.
C. Security for Debt.
Approval of this Governing Document shall not be construed as a guarantee by the
City of payment of any of the District’s obligations; nor shall anything in the Governing Document
be construed so as to create any responsibility or liability on the part of the City in the event of
default by the District in the payment of any such obligation. Additionally, nothing in this
Governing Document shall be construed to create any responsibility or liability on the part of the
City in the event of a default by SEG Real Estate, LLC and Smith Entertainment Group, LLC
under the Participation Agreement if such default were to cause the District to default in the
payment of any such obligations.
D. District’s Operating Costs.
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As permitted under the Act, the cost of acquiring land, engineering services, legal
services, and administrative services, together with the estimated costs of the District’s
organization and initial operations, will be eligible for reimbursement from Debt proceeds.
In addition to the capital costs of the Improvements, the District will require
operating funds for administration and to finance the planning and cause the Improvements to be
constructed. The first year’s operating budget is anticipated to be derived from Petitioner
contributions and ultimately Pledged Revenues.
IX. ANNUAL REPORT
A. General.
The District shall be responsible for submitting an annual report to the City Mayor’s
Office no later than 210 days following the end of the District’s fiscal year. Additionally, no later
than 60 days after the closing of any Bonds issued by the District, the District shall provide a
written report to the City detailing the bond issuance, including the amount of the Bonds, terms,
interest rate, and security.
B. Reporting of Significant Events.
The annual report shall include information as to any of the following:
1. Proposed boundary changes made to the District’s boundary as of last day
of the prior fiscal year;
2. List of current interlocal agreements, if changed (to be delivered to the City
upon request);
3. Names and terms of Board members and officers;
4. District office contact information, if changed;
5. Rules and regulations of the District regarding bidding, conflict of interest,
contracting, and other governance matters, if changed
6. A summary of any litigation which involves the District or the
Improvements as of the last day of the prior fiscal year, if any;
7. General status of the District’s construction of the Improvements and listing
all facilities and improvements constructed by the District;
8. A table summarizing total debt authorized and total debt issued by the
District broken down by source of funds servicing the debt;
9. Financial statements of the District for the most recent completed fiscal year
(such statements shall be audited if required by bond documents or statute); and
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1. Notice of any uncured events of default by the District, which continue
beyond a ninety (90) day period, under any Debt instrument.
2. Current year budget including a general description of the
Improvements anticipated to be constructed in such year; and
3. Any inability of the District to pay its obligations as they come due,
in accordance with the terms of such obligations, which continue beyond a ninety (90) day
period.
X. DISSOLUTION
Upon an independent determination of the Board that the purposes for which such District
was created have been accomplished or are no longer needed to construct the Improvements, the
District shall file petitions for dissolution, pursuant to the applicable State statutes. In no event
shall a dissolution occur until such District has provided for the payment or discharge of all of
their outstanding indebtedness and other financial obligations as required pursuant to State statutes
and disbursal of any assets of such District.
XI. DISCLOSURE TO PURCHASERS
Within thirty (30) days of the Office of the Lieutenant Governor of the State of Utah issuing
a certificate of creation, the Board shall record a notice with the Recorder of the County. Such
notice shall (a) contain a description of the boundaries of the District, (b) state that a copy of this
Governing Document is on file at the office of the City, (c) state that the District may finance and
repay Improvements through the levy of a property tax, assessments or any other Pledged Revenue;
(d) state the Maximum Debt Mill Levy of the District; and (e) if applicable, state that the debt may
convert to general obligation debt and outlining the provisions relating to conversion. Such notice
shall further be filed with the City.
XII. CAPITAL PLEDGE AGREEMENT
The form of the Capital Pledge Agreement, relating to the pledge of certain sales and use
taxes from the City to the District, is attached hereto as Exhibit D. The District shall approve the
Capital Pledge Agreement in the form attached as Exhibit D at its first Board meeting after its
creation. The City Council shall approve the Capital Pledge Agreement, subject to any mutually
agreeable edits recommended by the City Attorney’s Office, in the form attached as Exhibit D at
the City Council meeting approving the Governing Document.
EXHIBIT A-1
Legal Description of the Initial District Boundaries
All of Block 79, Plat "A", Salt Lake City Survey, according to the official plat thereof on
file and of record in the Salt Lake County Recorder's Office.
2
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EXHIBIT A-2
Legal Description of the Annexation Area Boundaries
All of Block 68, Plat "A", Salt Lake City Survey.
That portion of 100 South Street between Block 68 and Block 77, Plat “A”, Salt Lake City Survey.
All of Block 77, Plat "A", Salt Lake City Survey.
That portion of 200 West Street between Block 77 and Block 78, Plat “A”, Salt Lake City Survey.
All of Block 78, Plat "A", Salt Lake City Survey.
That portion of 300 West Street between Block 78 and Block 79, Plat “A”, Salt Lake City Survey
All of Block 79, Plat "A", Salt Lake City Survey.
That portion of Deseret Avenue within Block 79, Plat “A”, Salt Lake City Survey.
3
4932-8939-7795, v. 5
EXHIBIT B
[Published copy of the Act to be attached after the Governing Document’s adoption by City
Council]
4
4932-8939-7795, v. 5
EXHIBIT C
Initial District and Annexation Area Boundary Map
Initial District
5
4932-8939-7795, v. 5
Annexation Area
EXHIBIT D
Capital Pledge Agreement
Date/Time Opened Contact Name Subject Description
4/2/2025 10:43 Greg Sanchez Jordan River Trail Closure Council and Mayor’s Office, While yesterday was the city council meeting, I was unable to attend due to family. I wanted to still
take the opportunity to express my concern over the rampant drug use in my neighborhood of Rose Park. Our Facebook page is a
documentary of the issues that are happening, some of which are even too graphic and blatant to even show on television. I love
taking my 3 year old son out to the park and to bike the trail. I used to go running with my dog on the trail to the dog park. Now, I
run around the block with him. The park I take my son to is not near the trail because of these issues. The trail we use is the one
going out of our city and into north salt lake. I am saddened that I am not able to use or feel safe in one of the greatest amenities
out city has to offer. I know the trail closure is intended to resolve this….but the question is how? I am attaching a picture of what
I saw Tuesday morning and evening. A congregation of those experiencing homelessness, but the same crowd from the trail,
taking shelter under a pavilion along 1400 west in riverside park. I consider myself a compassionate person and I will always look
at somebody experiencing homelessness in the eye and say hello because I know they are human beings. The issue is that those
who congregate at or near the trail are there for one reason, as is apparent by the photos shared in our Facebook group. This
makes me hesitant to want to use riverside park. There has been a visible increase in individuals walking around with bags,
unwilling to make eye contact, on our streets, one who I saw yesterday as I was taking my son out on his balance bike, not too far
from where my council member representative lives. Last week I had somebody try to sell me a package of steaks that were from
smiths grocery. While I was courteous and wished him well on his venture, it saddened me to know that likely it was a stolen item
(otherwise he would have returned it) and that the funds would not be used for good, given the demographic of the trail campers.
I am happy action is being taken by the police…but this is not a solution. This is a bandaid that will force the problem to go into
our neighborhoods and wait out the crack down. I lived near the gateway before operation rio grande and I saw the issues there.
When we bought our home in rose park, we saw the impacts of the operation and the displacement, not solution, of the problem.
I know that this will happen again with this initiative, unless a real long term solution is implemented. I want to enjoy my
neighborhood. I don’t want my wife to walk around in fear. I want my son to be able to play at the gem of a park that riverside park
is, without my fear of him touching needles or tin foil. Please do more. I love my neighborhood, but I love my family more. I want
to keep them safe, and all of the children in my neighborhood. Let us use our parks. Let us use our trails. Please give us frequent
patrols. Please provide a way to remove the crime from our midst. My community is angry. Tuesday evening is a hard time to get
many people to show up, but if you come to us, you will see. Please walk the trail. Think about your kids when you are there to
feel our pain. Think about walking your pets to cottonwood park or along the trail so you can see what we are afraid of them
ingesting or stepping in. We don’t feel it is worth it calling the non emergency police number because response times are so long.
I’ve seen it myself and many in our Facebook group report the same. This is an emergency. Please protect my neighbors. Thank
you. Greg Sanchez PS please send patrols to riverside drive and the bridge connecting riverside drive to the park. Also to the
close bathrooms near cottonwood park, adjacent to the dirt parking lot off of redwood road. Again, the closure has only shifted
people north and south.
Date/Time Opened Contact Name Subject Description
4/2/2025 10:44 Bernie HART How do we define what is or is not "Ignorant
Behavior" and "Accountability"
Councilmembers, Two things. The first. If the Council and The Mayor are making decisions on what is best for the
community, and the mentally ill and addicted homeless in the community, and the discussions and decisions
being made are not taking place in an open space, I have a problem. Open discussion based on reliable data is the
basis of a democracy. Discussions that take place behind closed doors and are not based on informed
conversations often reflect the needs of those involved, not the needs of the public. This is a tool used by the
Intentionally Ignorant. Making decisions based on what makes us comfortable, rather than on data that reflects
the reality of a situation, helps no one. What that behavior does is allow ignorance to feel good about being
ignorant without having to acknowledge the ignorance. Two. Accountability. The Mayor and her supporters on the
City Council seem comfortable holding the campers accountable for their actions. I almost walked out of the
room. The surveys we have done show that over 98% of the campers in Salt Lake County are dealing with a self
acknowledged mental health or addiction problem. Every camper has been in jail an average of 7 times and in
several treatment programs. Yet they, the mentally ill and addicted, are the only ones being held accountable. And
that did not seem to bother anyone on the City Council. Framing a discussion in a way that reinforces our
uninformed biases is another excellent example of intentional ignorance. I'd like someone to provide me with data
that shows someone, or any program, has found a way of getting the addicted and mentally ill to do what they want
them to do... to make better decisions, rather than do what a mentally ill or addicted person is naturally inclined to
do. The Someone can be any elected decision maker or service provider. We will be doing another 400 surveys. I
am interested in how many people living on our streets are from Utah. And the names of the specific "We Can Help
You" programs they've been in. We will then monitor the number of elected officials who even refer to the survey. I
hope that students will do the surveys. You all don't get to define what accountability looks like. The public does.
Bernie
4/2/2025 10:46 Bernie HART Who do I send the dictionary to...Wayne, You, the people you work with, The Mayor, The City Council and the Downtown folks all seem focused on
holding the mentally ill and addicted campers "Accountable". I doubt you all even know the definition of the
word... it is not in your vocabulary... or it is, but it only applies to anyone who is not one of you all. HB 298 HB 298
HB 298 Has anyone read it? Or does not reading it or implementing it allow you all to pretend whatever you want to
pretend? Doing this should not be so much fun... but doing the right thing... or thinking I am... just makes me smile.
The more I smile, the harder I push. Hold on, Bernie
Date/Time Opened Contact Name Subject Description
4/2/2025 10:48 Mercedes Smith PID and democracy Dear City Council, This is in response to the April 1st work session on the PID. 1. During the meeting you asked for
clarification about who is on the PID board. It was confirmed that a majority of them are employed by the Jazz/SEG.
Then you said "that's just another example of an opportunity that residents will have to continue to give input as
the PID board makes these decisions within the context of the law". I do not believe that is accurate and there is
nothing in the bill that allows for that opportunity, but please tell me when and where those public comment
opportunities will be held if I am wrong. 2. Some of you also made comments to the effect that "there is only one
statutorily available outcome to us tonight .... there is a predetermined outcome." Yet your staffers have told us "At
the City, our staff, the City Attorney, and finance staff members have done a tremendous job to review and
negotiate each piece, and the Council has been working with the County and private sector to carry out what was
negotiated in the bill." So, you act as if your only choice is to vote yes, but your staff is negotiating something with
the county and SEG/Jazz. What is being negotiated if it's entirely predetermined? What percentage of the funds are
going to County-owned properties vs those privately owned by a billionaire? 3. Some of you said that no amount of
public opinion will change the predetermined outcome and that the public hearing is just a "public therapy
session." Would you say the same thing about Cory Booker's record breaking speech today? What was the point of
that? What is the point of any of this? You know as well as I do, our country is in crisis. It appears that all levels of
government, even our own predominantly liberal local levels, are sliding towards authoritarianism and an
oligarchy run by billionaires. (I can see that most of you have accepted donations from the lobbyist who pushed
this bill through.) If we do nothing, if we stay silent, if we act like we are powerless, we let them win. Even if it is
only symbolic, you can vote against it. Better yet, your staff implies that there is a negotiation -perhaps you might
limit how much more money you give directly to a billionaire. What a wonderful opportunity you have been given.
Please don't squander it. Onward, Mercedes Smith
4/2/2025 12:37 Cindy CROMER HUD Funding for East Central neighborhood Chris-I heard that you have an appointment this week about a condo property in the East Downtown. Thank you for
considering the concerns of the owners at the Sampson/Altadena Condos. I have been following these historic
apartment buildings for 50 years, since I was 20 something and darting out of my boyfriend's apartment in the
early morning to move my car before I got a ticket, which I certainly could not afford as a graduate student. My
future father-in-law owned the buildings. I fretted over them through their sale on a contract, Planning's
nomination to the National Register, the new owner's opting out of the nomination, the condo process, and the
renomination to the National Register by the HOA. I'm like those ducks imprinting on humans, except that I've
imprinted on these 2 historic apartment buildings, following their fate for 50 years. Thank you for making time to
hear about them. Best, cindy c.
Date/Time Opened Contact Name Subject Description
4/2/2025 13:45 Bernie HART Ignorance is as ....Chief Redd, Ignorance is defined by what ignorance does. This morning Claudia was arrested for the 217th time.
She is dealing with a number of mental health problems and has been in the "you need help" system for as long as
we have been doing our program... more than likely longer. When I tried to remind your officers that they had dealt
with Claudia a number of times, they looked puzzled. Then started to make excuses for the system and how all this
was Claudia's fault. Sgt. Robinson insisted that Claudia had a choice, she could continue to remain mentally ill or
addicted or decide she wanted help and overcome her problems. The concept of "freewill" was mentioned more
than once. Sgt Robinson and the other officers present were unable to deal with the concept that they and the
system they were once again putting Claudia into had some role or responsibility in any outcome. It was all on
Claudia. The next time these officers interact with anyone I know has been arrested more than 30 times and has
been in the system for years... I will not be walking away. I will employ my "freewill" to make sure the outcome
reflects my displeasure with the current "we can help you, but helps no one" system. Chief Redd, why does this
have to come back on your officers? You, The Mayor, and The City Council are responsible for developing
programs that produce outcomes not based on the ability of mentally ill individuals to make good decisions. Time
to stop pretending. Pretending is a tool that the intentionally Ignorant use to justify the ignorance, Bernie
Date/Time Opened Contact Name Subject Description
4/2/2025 14:55 Cindy CROMER 1/2 Utility Exemptions Members of the City Council-There are costs associated with the deadends that the City and County have pursued
(message to the Landmarks Commission below), projects that were never implemented because they were
unnecessary. Yes, public process takes time. Sometimes, the results save money. Democracy always comes out
ahead. To Members of the Landmarks Commission From Cromer Re Utility Exemptions 4/3 I was at the Planning
Commission for the hearing on this proposal, I hadn't planned to speak but went to the microphone and asked if
the exemptions would apply to structures in historic districts. Indeed they would. I am alarmed by language on p.
10 of the staff report indicating, "that overlay districts will not be subject to different standards than any other
areas of the city." Why should I as the property owner be held to a higher standard in terms of design and materials
if a utility building can be built next to mine without the process required for my own building, for additions to my
building, and for new construction. My speculation is not idle; I have a utility structure directly across the street
from one of my buildings in the Avenues Historic District. And these utility structures are being built on public land,
owner either by Salt Lake City Public Utilities (SLCPU) or SLC Parks. I am going to list examples starting almost 30
years ago during the Corradini Administration of times that the public process resulted in a different outcome. I am
only going to list proposals in public park spaces located in historic districts which involved a utility. Nothing that I
write should be interpreted to be criticism of Salt Lake City Public Utilities or Parks. In fact, Jeff Niermeyer as
director of SLCPU solved 2 different problems in Liberty Park. I do view the failure of the City and County
departments to coordinate as problematic. The appropriate roles of citizens in projects with significant effects on
public open space need to be addressed. The expertise of these citizens, however, in solving the issues facing the
City should not be minimized or ignored. And this proposal does that. I will indicate where the outcome relied on a
solution from a citizen when that was clearly the case. The following proposals affected Liberty, Reservoir, and
City Creek Parks, all standalone historic districts or located in historic districts. Storm Water Detention Basin in
the northwest quadrant of Liberty Park, a standalone historic district The proposal required the removal of trees
and radical change in topography. A citizen attending the presentation at the Central City Neighborhood Council
meeting suggested an alternative solution. The Storm Water Detection Basin never moved forward. The Park space
remained unaltered. Diversion Structure at the southeast end of Liberty Park next to 1300 S It would have required
a 5000 sq. ft. berm and the removal of a large tree. There was a positive recommendation from staff and approval
by HLC. The County had failed to coordinate with Salt Lake City Public Utilities.
Date/Time Opened Contact Name Subject Description
4/2/2025 14:55 Cindy CROMER 2/2 CONTINUED!! Utility Exemptions The project was not necessary...at all. SLCPU had already solved the problem on 900 S. After the approval, Jeff
Niermeyer heard from a citizen and resolved the lack of communication. The project never happened, in spite of
its approval. Irrigation system in Liberty Park at the edge of Liberty Lake It would have altered the view of the
mountains from the park The utility building proposed by Parks was relocated to a less obtrusive area after a
citizen and a member of the Landmarks Commission raised concerns about a "false sense of history" and
obstruction of iconic views. Reservoir Park in the University Historic District The deck collapsed triggering an
emergency redesign. The historic wall and light fixtures were elements of concern. This site was formerly a
reservoir and is owned by SLCPU. Parks maintains the property. SLCPU earned an award for the redesign from
Preservation Utah. The story was recently covered by Fox News: A reservoir turned park: Why this SLC park is a
reminder of city’s beginnings | Watch Pump Building at 4Th Avenue in the Avenues Historic District The land is
also owned by SLCPU and maintained by Parks. The proposal became complicated because of the prominent
location, the onset of the pandemic, the urgent need to reconfigure access to the well, the number of different City
entities involved (Planning, SLCPU, Park, City Council), and on and on. I will say that the presence of a petroleum
engineer and a geologist living next to the site probably affected the outcome. It is unfortunate that there has not
been a summary of "what we learned" at the well. The building was dedicated in 2021. The media coverage is
available at Special Collections in Marriott Library. ----------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------------------------
------------------------ An example of the installation of a utility without public process is the Google tower installed in
the parking median at 600 E and 200 S in the Central City Historic District. It was removed not as a result of public
process but as a result of a complaint about the permit being issued. I can generate a much longer list of
proposals for our historic parks which had a different outcome because of public process. They do not, however,
involve a utility, which is the issue before you. Relentlessly, cindy cromer
4/2/2025 16:14 Bernie HART Could work..Hi All, Maybe... just maybe... we should make Conversion Therapy a court-mandated requirement for anyone
dealing with a mental health or addiction problem. If everyone does have "freewill", all we have to do is to get them
to decide to become who we want them to be. Did I get that right, Bernie
4/3/2025 13:19 Joseph Vignogna Jordan River Trail Hello Ms. Petro, Thank you for all that you do for the community. My name is Joe Vignogna. I am a homeowner and
teacher at West High School. I also coach the track and cross country teams. When I first started coaching, it was
great having kids run the Jordan River Trail, but obviously things have gotten pretty concerning lately. Anyway, I live
on REDACTED, just a few blocks from the trail. I try to stay active on the trail regardless of what is occurring. I have
watched the changes, improvements, struggles, drug use, dealers, then new dealers, clearing of vegetation,
fights, garbage, etc. It has become a really sad situation. I wanted to reach out and say thank you for anything that
is being done. If I could support you in any way, I would be happy to do so. Many of the kids and parents on my
teams are willing to do the same. We really want to see some change. We know there isn't an easy answer, but if
we could help, please let me know. Have a great week, Joe
Date/Time Opened Contact Name Subject Description
4/3/2025 16:31 Margaret Holloway Follow up on the meeting last night I posted this on Nextdoor this morning. Because we get comments on how we can't push our problem into their
area. Rose Park had cleaned up the gang issues and had gotten back its reputation. But this city has had time and
time to fix this. But it is easy to push to an things into an ashtray . Wherever these people go WE DO NOT CARE..
Just get them out..... We know the east side is grateful this drug situation is in our neighborhood. That the rest of
the city has shoved everyone to our corner. But we are a proud section of the city. No matter what you think. When
you need someone to mow your lawn, clean your house. Work at the stores. The mechanics, the construction
workers Guess where they live. We deserve the right like the rest of the city to have safety. So when your area is
building an. Assisted living facility and you object. You have NO sympathy from this side. Because every section of
this city needs assisted facilities. Mixed in your neighborhood. I hope they put as many as will fit They house your
parents, your kids, and elderly , disabled. This situation is going to shift this invasion of people. Most come from
outside the area. It was so disruptive last night and they scattered. Maybe to your area. But this river is going to be
the first section of the new Emerald Ribbon project. It wasn't supposed to start here but it is now. Our section of
the river is going to be fantastic and yes we will get our new park at Glendale because by golly we deserve it and we
demand it So buy your drugs somewhere else and yes they drive over from your neighborhoods. We aren't going to
give up our river walk.. we are going to celebrate it when it's done. I know it won't take years will it? Margaret
Holloway
4/3/2025 16:32 Lori Wike Public Hearings Dear Council Members, Public hearings and other opportunities for public comment are an important and
essential component of public participation in democratic government. While a Council need not in any way base
their votes on the views, issues, and questions raised in public hearings, these hearings are nevertheless “critical
institutions for the public voice.” I would respectfully request that Council members, regardless of perceptions of
constrained circumstances, refrain from referring to public hearings as “public therapy sessions” (4/1/25 Work
Session). Such a description may be perceived as, at best, dismissive or, at worst, contemptuous of the public
voice. Your constituents may (or may not) have useful questions and viewpoints for your consideration.
Regardless, please treat public comment opportunities and public commenters respectfully. Only one letter
separates futility from utility. Public voices can make a difference even in the face of seemingly predetermined
outcomes. Sincerely, Lori Wike
Date/Time Opened Contact Name Subject Description
4/3/2025 16:54 Anonymous Constituent Crime activities in Rose park Hi, I'd like the voice the concerned as the citizen of Rose park. It's been kind a bit of a mess with all these going on.
I've already tried to call the detective Oliver, Left a message to Mayor, I've left a message to Victoria. I can't get
through the non-emergency hotline and thats basically over an hour. Let's try to started my day, Looking out of my
window in morning. Cops pulled over a car in front of my place, Cool! Lady driven with a guy in the passenger seat.
They get them out, doing their deal, They hand-cuffed her, They throw her right in the back of the cops car, Is
something wrong with her? at first, I thought she was an unimpaired driving but suddenly 5 cops car showed up
and different vehicles that's normal, they do it all the time and they talked forever and they let the guy drive off but
still got her hand-cuffed in the car. and I thought in the moment they are gonna they her to the jail, No I've even
tried to go out in my front yard and this is so Bullshit-and this has been like over 30 minutes and then there's the
paramedic showed up and they have to parked so far away and they checked on her and talked to the cops and
check on her again and they kept doing that on repeat and she's still in the back hand-cuffed and finally they take
her to the EMT and I thought ok after checked up on her they're going to take her to the jail. but then 5 minutes later
she's walked back to the EMT by herself and they shut the door and she clawed to the back of the EMT and she look
like she having a medical problem, but the EMT left with her but all these cops still hangout there for an hour. after
that I walked through the Jordan river and guess what I see, There's the drug dealing has been going on and I tried
to called the Non-emergency line and you can't get through it. Over an hour I tried that today, I called the Detective
Oliver and I walked back and there's still have thing going on. then I walked to the library and tried to tell them that
Hey I'm trying to report this issue and guessed what the guy in the black jacket who's selling drugs is in the library
charging his phone and he saw me and I talked to the security but she's ignored me because she said it's not her
problems and she can't helped. then the staff of the library showed up and tried to see what she can helped. but
anyway all I tried to say is nothing much that you need to do but you can just go park there and watch all these
illegal activities that's going on.
4/4/2025 11:39 David PORTER One more question after the work session.Hi Chris, Just one more question. If your vote regarding the PID is pro-forma and has no actual effect, why not vote
“no”? I eagerly await your response. Sincerely, David
4/4/2025 16:34 Abigail Collingwood 9-line pedestrian/bike lights question Hi there! I absolutely love the 9-line and frequently ride it to go to the gym, shop, or bike with friends. Is there any
way that the bike/walk lights can just be synced up with the lights so you don't have to push the beg button every
time to see if you can cross? It's really frustrating to be biking and have to stop your bike, push the button, see the
bike green turn on, and restart biking. Admittedly, I (and a lot of other bikers on the trail) will just bike through if the
car light is green, which can lead to us biking through some really stale greens. As a driver, this beg light system is
really annoying as well because it makes the bikers and pedestrians unpredictable when you are trying to make a
turn. You see that they stop so you think the road is clear, but then they start walking again after pushing the
button. Is there any way that these lights can be reprogrammed so they are always green/on when it is safe to
cross? If there is truly a reason that it is safer that they are not, I am open to hearing it. I just can't see from my
experience how having the lights like this is helpful. Thank you, Abi PS - I live on REDACTED and am LOVING the
new bike lanes on that road!! Keep up the great work!
4/7/2025 10:25 Cindy CROMER collateral damage in NYC Chris and Eva-Collateral damage is a risk of these high-density buildings with no setbacks and underground
parking. I am grateful to Chris for dealing with the issue to a limited extent in the revisions to Title 18. We need
more. Caveat: The original source is the New York Post, not a reliable resource for any political discourse. I will
find another citation. Relentless NYC Fire Museum in danger of shutting down for good after $6M Disney
construction damage https://www.msn.com/en-us/news/us/nyc-fire-museum-in-danger-of-shutting-down-for-
good-after-6m-disney-construction-damage/ar-AA1ClAMH
Date/Time Opened Contact Name Subject Description
4/7/2025 11:48 Miranda Signorelli Support for Wasatch Community Gardens’ CDBG
Funding Request
Dear Salt Lake City Council, My name is Miranda, and I’m your constituent living in the Avenues. I’m writing to
request your support for Wasatch Community Gardens’ (WCG’s) application for $40,000 in CDBG funds to
support its farm-based Green Team Job Training Program for women facing or experiencing homelessness. This
program provides paid employment, job training, and mentorship at WCG’s new City Farm on 1300 South, helping
participants secure stable housing and jobs. Green Team members are challenged to learn, grow, and rediscover
their strengths, even as they navigate difficult circumstances. A key part of the program’s success is WCG’s onsite
Case Manager, who maintains a realistic caseload to support Green Team members while also assisting
overworked shelter and outreach case managers. Over 100 Green Team graduates have transitioned to
independent living, with 80% securing housing and employment within six months. The impact of this program
extends far beyond individual participants. Green Team members play a critical role in ensuring thousands of
individuals and families have access to fresh, nutritious food. All produce grown at City Farm is donated to low-
income community members through WCG’s partner organizations, distributing $100,000 worth of healthy food
annually. In any given year, more than 40% of the Utah population served in shelters has received food grown by
the Green Team at WCG’s farm. With 12% of Utahns experiencing food insecurity and grocery prices rising,
sustainable, local food sources are more critical than ever. WCG is the only broad-scale, garden-to-mouth
nonprofit in Salt Lake City, providing growing space, food education, and distribution to shelters and community
partners. Without CDBG support, Salt Lake City compromises this vital resource that not only feeds our
community but also helps women reclaim stability in their lives. Please prioritize WCG’s Green Team Job Training
Program for CDBG funding. Thank you, Miranda Signorelli
4/7/2025 13:16 Susan Sundstrom Wasatch Community Gardens funding Please support the Wasatch Community Gardens CDBG funding request for $40,000 which supports their farm -
based Green Team Training Program for women facing or experiencing homelessness. It provides paid
employment and job training at Wasatch Community Gardens on their new City Farm in the Glendale area. Thank
you. Susan Sundstrom
4/7/2025 13:18 Lydia Keenan Support for Wasatch Community Gardens’ CDBG
Funding Request
Dear Mr. Puy, My name is Lydia Keenan and I’m your constituent living at REDACTED. I’m writing to request your
support for Wasatch Community Gardens’ (WCG’s) application for $40,000 in CDBG funds to support its farm-
based Green Team Job Training Program for women facing or experiencing homelessness. This program provides
paid employment, job training, and mentorship at WCG’s new City Farm on 1300 South, helping participants
secure stable housing and jobs. Green Team members are challenged to learn, grow, and rediscover their
strengths, even as they navigate difficult circumstances. A key part of the program’s success is WCG’s onsite
Case Manager, who maintains a realistic caseload to support Green Team members while also assisting
overworked shelter and outreach case managers. Over 100 Green Team graduates have transitioned to
independent living, with 80% securing housing and employment within six months. The impact of this program
extends far beyond individual participants. Green Team members play a critical role in ensuring thousands of
individuals and families have access to fresh, nutritious food. All produce grown at City Farm is donated to low-
income community members through WCG’s partner organizations, distributing $100,000 worth of healthy food
annually. In any given year, more than 40% of the Utah population served in shelters has received food grown by
the Green Team at WCG’s farm. With 12% of Utahns experiencing food insecurity and grocery prices rising,
sustainable, local food sources are more critical than ever. WCG is the only broad-scale, garden-to-mouth
nonprofit in Salt Lake City, providing growing space, food education, and distribution to shelters and community
partners. Without CDBG support, Salt Lake City compromises this vital resource that not only feeds our
community but also helps women reclaim stability in their lives. Please prioritize WCG’s Green Team Job Training
Program for CDBG funding. Thank you, Lydia Keenan
Date/Time Opened Contact Name Subject Description
4/7/2025 16:52 Bernie HART Good Morning Hi All, How many people have you all arrested? How many went to jail, how many were released and how many
went into a mental health or addiction program? Op Rio Grande taught us that keeping track of those types of
numbers could be embarrassing. This time around, I think we are tracking the number of contacts (double points
for 3am), arrests and people who were given bus tickets. Oh, and Sgt Robinson, SLCPD, informed me that The
Otherside folks had the answers. How many mentally ill folks and addicts are referred there as an alternative to
jail? I'm wondering what kind of positive spin you all are going to put on this? What are you all calling it? Maybe
"Cleansingfication" or "Making Downtown Great Again". Leaf blowing, wacking and sweeps with SLCPD and local
officials holding the mallets, brooms and hot air things. Am I the only one who thinks we can do better? Bernie
4/7/2025 16:59 Bernie HART Fake is what fake does Hi All, The jails are over flowing. 12 people in a two person cell. This probably will help with costs per square foot. I
jusf went by Home Depot and saw what I thought might be SLCPD officers engaging with the day workers. I stop
and suggested that the workers ask the men in uniforms for Identification. The Officers seemed troubled when I
told them I had heard that there were reports of make believe or fake officers running around randomly harassing
the mentally ill homeless. I told the officers that real police dealt with real problems. I smiled .. they did not. Bernie
4/8/2025 10:51 Hugh Boyle Zoning enforcement Why doesn't the city enforce their own codes? A garage went up next to my lot that exceeds the SF limit by 50%,
exceeds the height limit by 10%, exceeds the paved area limit, and added a gravel RV parking spot. The city just
said it's "OK" and agreed "the zoning codes where violated" but did nothing about it. In fact, the mayors office flat
out lied to me and said "legally they can't enforce the code". Seriously, how can we trust any of your decisions to
revise zoning when you won't even enforce current codes.
Date/Time Opened Contact Name Subject Description
4/8/2025 14:47 Kurt Fisher Comment in favor of Wasatch Community Gardens
2025-2026 CDGB Request for $40,000
This note is in support of the 2025–2026 CDBG (Community Development Block Grant) request by the Wasatch Community
Gardens (WCG) in the amount of $40,000. I am a District 2 resident and a City resident of 47 years. The 2023 Annual Report of
WCG attests to its wide impact in neighborhood revitalization within the City and the broad support from the community in the
form of monetary or in-kind donations. I am one of the raised bed gardeners at one of 18 community gardens that service around
820+ plot gardeners in the City - a small component of one of WCG's many activities. My observation about the garden — this
one along the 9-Line Trail — is that it provides a community focus and anti-crime effects in the area throughout May through
November each year. It is an exemplar of anti-neighborhood deterioration activities that are at the core of the CDBG program.
The garden serves as a community focus point — a public food tray and beds provide fresh food to 9-Line Trail users. Visits from
external groups, such as surrounding schools and youth programs, introduce gardening to many residents. The constant outdoor
presence of the gardeners deters criminal elements in the area. Our members constantly remove trash, including drug user
injection needles, from along the 9-Line Trail near the garden, suppress graffiti, and work with or, where appropriate, request
relocation of unsheltered camps. Our members have remained resilient in these efforts despite having the garden's tool shed
broken into multiple times by criminal elements. I understand the CDBG request concerns another component of WCG's many
community revitalization efforts — its employment training program for displaced and unsheltered women. I have occasionally
seen this program and its participants at WCG's main garden production facility, the "Green Phoenix." It functions well. Women-
directed gardening for employment training has long been a component of the United States gardening movement. It goes back
to its foundations in the World War I "Liberty" garden program by the War Department. WCG successfully continues that long
tradition. That early WWI program, which was continued through the WWII Victory gardens, was key to providing about one-third
of the nation's produce during and immediately after the two world wars. That contribution of produce during times of distress
allowed the United States to redirect commercial agriculture from domestic production to international relief. The Liberty
gardens allowed the United States to send its commercial agricultural output to feed Europe during the first two post-war years
after each conflict. This seemingly under-related historical note underscores another key future need for the WCG programs. The
country will being responding - on the local neighborhood level - to a likely deep recession caused by the current federal
administration's intention to generate economic chaos as a political strategy. In such recessionary times, the WCG will be
needed to provide community support to increased demand for education and leadership for individuals in planting
supplemental home survival gardens. That, in part, is how families got by during the 1930s depression. Again, in that role, WCG
is an exemplar of what the CDBG program is about: bolstering community resilience. Kurt A. Fisher