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Proposed Resolution - 3/29/20224870-5556-1238, v. 2 2 RESOLUTION NO. _____ A RESOLUTION OF THE CITY COUNCIL OF SALT LAKE CITY, UTAH (THE “ISSUER”), AUTHORIZING THE ISSUANCE AND SALE OF NOT MORE THAN $360,000,000 AGGREGATE PRINCIPAL AMOUNT OF PUBLIC UTILITIES REVENUE BONDS, SERIES 2022; FIXING THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF THE BONDS, THE MAXIMUM NUMBER OF YEARS OVER WHICH THE BONDS MAY MATURE, THE MAXIMUM INTEREST RATE WHICH THE BONDS MAY BEAR, AND THE MAXIMUM DISCOUNT FROM PAR AT WHICH THE BONDS MAY BE SOLD; PROVIDING FOR THE PUBLICATION OF A NOTICE OF PUBLIC HEARING AND BONDS TO BE ISSUED; PROVIDING FOR THE RUNNING OF A CONTEST PERIOD; AUTHORIZING THE EXECUTION BY THE ISSUER OF A SUPPLEMENTAL INDENTURE, A BOND PURCHASE CONTRACT, AND OTHER DOCUMENTS REQUIRED IN CONNECTION THEREWITH; APPROVING AN OFFICIAL STATEMENT; AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION; AND RELATED MATTERS. WHEREAS, pursuant to the provisions of the Local Government Bonding Act, Title 11, Chapter 14, Utah Code Annotated 1953, as amended (the “Bond Act”), Salt Lake City, Utah (the “Issuer”), is authorized to issue public utilities revenue bonds (to be issued in one or more series and with such other series or title designation(s) as may be determined by the Issuer) payable from the net revenues of its existing water, sewer, storm drain and street lighting systems (collectively, the “System”) for the municipal purposes set forth therein; and WHEREAS, subject to the limitations set forth herein, the City Council of the Issuer (the “Council”) desires to authorize the issuance of the Issuer’s Public Utilities Revenue Bonds, Series 2022 (the “Series 2022 Bonds”) to (a) finance water and sewer improvements to the System (the “Project”) and (b) pay costs of issuance of the Series 2022 Bonds, pursuant to this Resolution, the Bond Act, a Master Trust Indenture, dated as of January 1, 2004, as heretofore amended and supplemented (the “Master Indenture”), between the Issuer and U.S. Bank Trust Company, National Association (formerly known as U.S. Bank National Association), as trustee (the “Trustee”), and a Supplemental Indenture to be entered into between the Issuer and the Trustee (the “Supplemental Indenture” and collectively with the Master Indenture, the “Indenture”), in substantially the form presented to the meeting at which this Resolution was adopted and which is attached hereto as Exhibit B; and WHEREAS, the Bond Act provides that prior to issuing bonds, an issuing entity must (a) give notice of its intent to issue such bonds and (b) hold a public hearing to receive input from the public with respect to (i) the issuance of the bonds and (ii) the potential 4870-5556-1238, v. 2 3 economic impact that the improvement, facility or property for which the bonds pay all or part of the cost will have on the private sector; and WHEREAS, the Council desires to call a public hearing for this purpose and to publish a notice of such hearing with respect to the Series 2022 Bonds; and WHEREAS, the Council desires to approve and authorize the execution of a Bond Purchase Contract (the “Bond Purchase Contract”), to be entered into between the Issuer and the underwriter(s) or the purchaser(s) selected by the Issuer for the Series 2022 Bonds (the “Underwriter/Purchaser”), in substantially the form attached hereto as Exhibit C; and WHEREAS, in the event that the Designated Officers (defined below) determine that it is in the best interests of the Issuer to publicly offer the Series 2022 Bonds, the Issuer desires to authorize the use and distribution of a Preliminary Official Statement (the “Preliminary Official Statement”), and to approve a final Official Statement (the “Official Statement”) in substantially the form attached hereto as Exhibit D, and other documents relating thereto; and WHEREAS, in order to allow the Issuer, in consultation with the Issuer’s Municipal Advisor, Stifel, Nicolaus & Company, Incorporated (the “Municipal Advisor”) flexibility in determining the method of sale and in setting the pricing date of the Series 2022 Bonds, the Council desires to grant to (a) the (i) Mayor of the Issuer; or (ii) in the event of the absence or incapacity of the Mayor, the Mayor’s Chief of Staff; or (iii) in the event of the absence or incapacity of both the Mayor and the Mayor’s Chief of Staff, the City Treasurer; or (iv) in the event of the absence or incapacity of the Mayor, the Mayor’s Chief of Staff and the City Treasurer, the Deputy Treasurer of the Issuer and (b) (i) the Chair of the Council; or (ii) in the event of the absence or incapacity of the Chair of the Council, the Vice Chair of the Council; or (iii) in the event of the absence or incapacity of both the Chair and Vice Chair of the Council, any other member of the Council (collectively, the “Designated Officers”), the authority to select the Underwriter/Purchaser, to approve the final interest rates, principal amounts, terms, maturities, redemption features, and purchase price at which the Series 2022 Bonds shall be sold, to determine whether the Series 2022 Bonds should be sold and the method of sale, and to make any changes with respect thereto from those terms which were before the Council at the time of adoption of this Resolution, provided such terms do not exceed the parameters set forth for such terms in this Resolution (the “Parameters”); NOW, THEREFORE, it is hereby resolved by the City Council of Salt Lake City, Utah, as follows: Section 1. For the purpose of financing the Project and paying costs of issuance of the Series 2022 Bonds, the Council hereby authorizes the issuance of the Issuer’s Series 2022 Bonds which shall be designated “Salt Lake City, Utah Public Utilities Revenue Bonds, Series 2022” (to be issued from time to time as one or more series and with such other series or title designation(s) as may be determined by the Issuer) in the initial aggregate principal amount of not to exceed $360,000,000. The Series 2022 Bonds shall mature in not more than thirty-one (31) years from their date or dates, shall be sold at a 4870-5556-1238, v. 2 4 price not less than ninety-eight percent (98%) of the total principal amount thereof, shall bear interest at a rate or rates not to exceed six percent (6%) per annum, and may be non- callable or subject to redemption, all as shall be approved by the Designated Officers in consultation with the Issuer’s Municipal Advisor, all within the Parameters set forth herein. Section 2. The Supplemental Indenture and the Bond Purchase Contract, in substantially the forms presented at this meeting and attached hereto as Exhibits B and C respectively, are hereby authorized, approved, and confirmed. The Mayor or the Mayor’s Chief of Staff as the Mayor’s designee (collectively referred to herein as the “Mayor”) are hereby authorized to execute and deliver and the City Recorder or Deputy City Recorder (the “City Recorder”) to attest or countersign, the Supplemental Indenture and the Bond Purchase Contract, in substantially the forms and with substantially the content as the forms presented at this meeting for and on behalf of the Issuer, with final terms as may be established by the Designated Officers, in consultation with the Municipal Advisor, within the Parameters set forth herein, and with such alterations, changes or additions as may be necessary or as may be authorized by Section 4 hereof. The Designated Officers are each hereby authorized to select the Underwriter/Purchaser, to specify and agree as to the final principal amounts, terms, discounts, maturities, interest rates, redemption features, and purchase price with respect to the Series 2022 Bonds for and on behalf of the Issuer, provided that such terms are within the Parameters set by this Resolution. The execution of the Bond Purchase Contract by the Mayor and the approval of the Designated Officers of the terms included therein shall demonstrate the approval of the Designated Officers. Section 3. The Council hereby approves and authorizes the utilization of the Preliminary Official Statement in substantially the form attached hereto as Exhibit D in the marketing of the Series 2022 Bonds (as appropriate) and hereby approves the Official Statement in substantially the same form as the Preliminary Official Statement, with any necessary revisions and insertions to complete the same with the terms established for the Series 2022 Bonds. The Mayor is hereby authorized to cause the Official Statement to be delivered to the Underwriter/Purchaser evidencing its approval by the Issuer. Section 4. The appropriate officials of the Issuer are authorized to make any alterations, changes, deletions or additions to the Indenture, the Series 2022 Bonds, the Bond Purchase Contract, the Preliminary Official Statement, the Official Statement, or any other document herein authorized and approved which may be necessary to conform the same to the final terms of the Series 2022 Bonds (within the Parameters set by this Resolution), to conform to any applicable insurance or to remove the same, to correct errors or omissions therein, to complete the same, to remove ambiguities therefrom, or to conform the same to other provisions of said instruments, to the provisions of this Resolution or any resolution adopted by the Council or the provisions of the laws of the State of Utah or the United States. The execution thereof by the Mayor on behalf of the Issuer shall conclusively establish such necessity, appropriateness, and approval with respect to all such additions, modifications, deletions, and changes incorporated therein. Section 5. The form, terms, and provisions of the Series 2022 Bonds and the provisions for the signatures, authentication, payment, registration, transfer, exchange, redemption, and number shall be as set forth in the Indenture. The Mayor and City 4870-5556-1238, v. 2 5 Recorder are hereby authorized and directed to execute and seal the Series 2022 Bonds and to deliver said Series 2022 Bonds to the Trustee for authentication. The signatures of the Mayor and the City Recorder may be by facsimile or manual execution. Section 6. The appropriate officials of the Issuer are hereby authorized and directed to execute and deliver to the Trustee the written order of the Issuer for authentication and delivery of the Series 2022 Bonds in accordance with the provisions of the Indenture. Section 7. Upon their issuance, the Series 2022 Bonds will constitute special limited obligations of the Issuer payable solely from and to the extent of the sources set forth in the Series 2022 Bonds and the Indenture. No provision of this Resolution, the Indenture, the Series 2022 Bonds, the Bond Purchase Contract, the Preliminary Official Statement, or any other instrument, shall be construed as creating a general obligation of the Issuer, or of creating a general obligation of the State of Utah or any political subdivision thereof, or as incurring or creating a charge upon the general credit of the Issuer or its taxing powers. Section 8. The appropriate officials of the Issuer, and each of them, are hereby authorized and directed to execute and deliver for and on behalf of the Issuer any or all additional certificates, documents and other papers (including, without limitation, any reserve instrument guaranty agreements permitted by the Indenture) and to perform all other acts they may deem necessary or appropriate in order to implement and carry out the matters authorized in this Resolution and the documents authorized and approved herein. Section 9. Pursuant to the Bond Act, the Issuer shall publish a notice of bonds to be issued and hold a public hearing on May 24, 2022, to receive input from the public with respect to (a) the issuance of the Series 2022 Bonds, and (b) the potential economic impact that the improvements to be financed with the proceeds of the Series 2022 Bonds will have on the private sector, which hearing date shall not be less than fourteen (14) days after notice of the public hearing is published (i) once in The Salt Lake Tribune, a newspaper of general circulation in the Issuer, (ii) on the Utah Public Notice Website created under Section 63A-16-601 Utah Code Annotated 1953, as amended, and (iii) on the Utah Legal Notices website (www.utahlegals.com) created under Section 45-1-101, Utah Code Annotated 1953, as amended. The City Recorder shall cause a copy of this Resolution (together with all exhibits hereto) to be kept on file in the Salt Lake City offices, or in the event such offices are closed for any reason, at 349 South 200 East, Salt Lake City, Utah, for public examination during the regular business hours of the Issuer until at least thirty (30) days from and after the date of publication thereof. The Issuer directs its officers and staff to publish a “Notice of Public Hearing and Bonds to be Issued” in substantially the following form: 4870-5556-1238, v. 2 6 NOTICE OF PUBLIC HEARING AND BONDS TO BE ISSUED NOTICE IS HEREBY GIVEN pursuant to the provisions of the Local Government Bonding Act, Title 11, Chapter 14, Utah Code Annotated 1953, as amended (the “Bond Act”) that on May 3, 2022, the City Council (the “Council”) of Salt Lake City, Utah (the “Issuer”), adopted a resolution (the “Resolution”) in which it authorized the issuance of the Issuer’s Public Utilities Revenue Bonds, Series 2022 (the “Series 2022 Bonds”) (to be issued in one or more series and with such other name, series or title designation(s) as may be determined by the Issuer) and called a public hearing. PURPOSE, TIME, PLACE AND LOCATION OF PUBLIC HEARING The Issuer shall hold a public hearing on May 24, 2022, at the hour of 7:00 p.m. at 451 South State Street, Room 315, Salt Lake City, Utah. The purpose of the hearing is to receive input from the public with respect to (a) the issuance of the Series 2022 Bonds and (b) any potential economic impact that the project to be financed with the proceeds of the Series 2022 Bonds may have on the private sector. All members of the public are invited to attend and participate. PURPOSE FOR ISSUING THE SERIES 2022 BONDS The Series 2022 Bonds will be issued for the purpose of financing water and sewer improvements to the Issuer’s water, sewer, storm drain and street lighting systems (collectively, the “System”) and paying costs of issuance of the Series 2022 Bonds. REVENUES TO BE PLEDGED The Series 2022 Bonds are special limited obligations of the Issuer payable from the revenues of the System (the “Revenues”). PARAMETERS OF THE SERIES 2022 BONDS The Issuer intends to issue the Series 2022 Bonds in the aggregate principal amount of not more than Three Hundred Sixty Million Dollars ($360,000,000), to mature in not more than thirty-one (31) years from their date or dates, to be sold at a price not less than ninety-eight percent (98%) of the total principal amount thereof and bearing interest at a rate or rates not to exceed six percent (6%) per annum. The Series 2022 Bonds are to be issued and sold by the Issuer pursuant to the Resolution, including as part of said Resolution, a Master Trust Indenture (the “Master Indenture”) and a Supplemental Indenture of Trust (the “Supplemental Indenture” and collectively, the “Indenture”) which Indenture was before the Council in substantially final form at the time of the adoption of the Resolution and said Supplemental Indenture is to be executed by the Issuer in such form and with such changes thereto as shall be approved by the Issuer; provided that the principal amount, interest rate or rates, maturity, and discount of the Series 2022 Bonds will not exceed the maximums set forth above. 4870-5556-1238, v. 2 7 OUTSTANDING BONDS SECURED BY REVENUES Other than the proposed Series 2022 Bonds, the Issuer currently has $586,575,000 (includes $348,635,000 WIFIA Loan) of bonds outstanding (the “Outstanding Bonds”) secured by the Revenues (as more fully described in the Indenture). OTHER OUTSTANDING BONDS OF THE ISSUER Additional information regarding the Issuer’s Outstanding Bonds may be found in the Issuer’s financial report (the “Financial Report”) at: https://reporting.auditor.utah.gov/searchreport. For additional information, including any information more recent than as of the date of the Financial Report, please contact Marina Scott, City Treasurer, at (801) 535-6565. TOTAL ESTIMATED COST Based on the Issuer’s current plan of finance and a current estimate of interest rates, the total principal and interest cost of the Series 2022 Bonds to be issued under the Bond Act if held until maturity is $584,039,758. A copy of the Resolution and the Indenture are on file in the office of the Salt Lake City Recorder, 451 South State Street, Salt Lake City, Utah, or, in the event such office is closed for any reason, at 349 South 200 East, Salt Lake City, Utah, where they may be examined during regular business hours of the City Recorder from 8:00 a.m. to 5:00 p.m. for a period of at least thirty (30) days from and after the date of publication of this notice. NOTICE IS FURTHER GIVEN that a period of thirty (30) days from and after the date of the publication of this notice is provided by law during which any person in interest shall have the right to contest the legality of the Resolution, the Indenture (only as it pertains to the Series 2022 Bonds), or the Series 2022 Bonds, or any provision made for the security and payment of the Series 2022 Bonds, and that after such time, no one shall have any cause of action to contest the regularity, formality, or legality thereof for any cause whatsoever. DATED this May 3, 2022. /s/ Cindy Lou Trishman City Recorder 4870-5556-1238, v. 2 8 Section 10. The Issuer hereby declares its intention and reasonable expectation to use proceeds of tax-exempt bonds to reimburse itself for initial expenditures for costs of the Project. The Series 2022 Bonds are to be issued, and the reimbursements made, by the later of 18 months after the payment of the costs or after the Project is placed in service, but in any event, no later than three years after the date the original expenditure was paid. The maximum principal amount of the Series 2022 Bonds which will be issued to finance the reimbursed costs of the Project is not expected to exceed $360,000,000. Section 11. The Issuer hereby reserves the right to opt not to issue the Series 2022 Bonds for any reason, including without limitation, consideration of the opinions expressed at the public hearing. Section 12. All resolutions or parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed and this Resolution shall be in full force and effect immediately upon its approval and adoption. Section 13. Upon the issuance of the Series 2022 Bonds, this Resolution shall be and remain irrepealable until the principal of, premium, if any, and interest on the Series 2022 Bonds are deemed to have been duly discharged in accordance with the terms and provisions of the Indenture. 4870-5556-1238, v. 2 9 ADOPTED this May 3, 2022. Chair ( S E A L ) Attest and Countersign: ___________________________________ City Recorder APPROVED SA TO FORM: _______________________ Boyd A. Ferguson Senior City Attorney PRESENTATION TO THE MAYOR The foregoing resolution was presented to the Mayor for her approval or disapproval on May 3, 2022. By: Chair MAYOR’S APPROVAL OR DISAPPROVAL The foregoing resolution is hereby approved on this May 3, 2022. 4870-5556-1238, v. 2 10 By: Mayor 4870-5556-1238, v. 2 11 STATE OF UTAH ) : ss. COUNTY OF SALT LAKE ) I, Cindy Lou Trishman, the duly appointed and qualified City Recorder of Salt Lake City, Utah (the “City”), do hereby certify according to the records of the City Council of the City (the “City Council”) in my official possession that the foregoing constitutes a true and correct excerpt of the minutes of the meeting of the City Council held on May 3, 2022, including a resolution (the “Resolution”) adopted at said meeting as said minutes and Resolution are officially of record in my possession. I further certify that the Resolution, with all exhibits attached, was deposited in my office on May 3, 2022, and pursuant to the Resolution, there will be published a Notice of Public Hearing and Bonds to be Issued, no less than fourteen (14) days before the public hearing date: (a) one time in The Salt Lake Tribune, a newspaper having general circulation within the City, (b) on the Utah Public Notice Website created under Section 63A-16-601, Utah Code Annotated 1953, as amended and (c) on the Utah Legal Notices website (www.utahlegals.com) created under Section 45-1-101, Utah Code Annotated 1953, as amended. IN WITNESS WHEREOF, I have hereunto subscribed my signature and impressed hereon the official seal of said City, this May 3, 2022. (SEAL) By: City Recorder 4870-5556-1238, v. 2 A-1 EXHIBIT A CERTIFICATE OF COMPLIANCE WITH OPEN MEETING LAW I, Cindy Lou Trishman, the undersigned City Recorder of Salt Lake City, Utah (the “City”), do hereby certify, according to the records of the City in my official possession, and upon my own knowledge and belief, that in accordance with the requirements of Section 52-4-202, Utah Code Annotated, 1953, as amended, I gave not less than twenty- four (24) hours public notice of the agenda, date, time and place of the May 3, 2022, public meeting held by the City Council of the City (the “City Council”) as follows: (a) By causing a Notice, in the form attached hereto as Schedule 1, to be posted at the principal offices of the City at least twenty-four (24) hours prior to the convening of the meeting, said Notice having continuously remained so posted and available for public inspection until the completion of the meeting; (b) By causing a copy of such Notice, in the form attached hereto as Schedule 1, to be delivered to The Salt Lake Tribune, either directly or through the newspaper’s subscription to the Utah Public Notice Website (http://pmn.utah.gov) at least twenty-four (24) hours prior to the convening of the meeting; and (c) By causing a copy of such Notice, in the form attached hereto as Schedule 1, to be posted on the Utah Public Notice Website (http://pmn.utah.gov) at least twenty-four (24) hours prior to the convening of the meeting. In addition, the Notice of 2022 Annual Meeting Schedule for the City Council (attached hereto as Schedule 2) was given specifying the date, time, and place of the regular meetings of the City Council to be held during the year, by causing said Notice to be (a) posted on December ___, 2021 at the principal office of the City Council, (b) provided to at least one newspaper of general circulation within the City on January __, 2022 and (c) published on the Utah Public Notice Website (http://pmn.utah.gov) during the current calendar year. IN WITNESS WHEREOF, I have hereunto subscribed my official signature this May 3, 2022. (SEAL) By: City Recorder