Council Provided Information - 5/3/2022CITY 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
COUNCIL STAFF REPORT
CITY COUNCIL of SALT LAKE CITY
TO:City Council Members
FROM:Sam Owen, Policy Analyst
DATE:May 3, 2022
RE:Salt Lake City Public Utilities Revenue Bonds, Series 2022
ISSUE AT A GLANCE
The Department of Public Utilities intends to issue another round of bonds to pay for large sewer and water fund
capital projects. The Wastewater Reclamation Facility project is driven by federal and state wastewater
treatment requirements, and is one of the largest capital infrastructure projects the Department has managed.
As discussed during the annual budget briefing, due to the size and scope of the project, revenue increases are
planned in both the Water and Sewer Utilities to afford the debt service payments on the bonds.
The Council already set a date for the bond hearing, to be held May 17th. The Council’s potential action during
the formal meeting May 3rd, 2022 would consider adoption of the bond parameters resolution, which begins a
public protest period where residents can raise concerns.
KEY POINTS
Bonds are proposed to be issued, generating revenue for the water and wastewater funds in Public
Utilities. The total amount is proposed at $349,222,643. The bonds are secured entirely and only by
revenue to the utility as defined in the agreement.
$298,040,000 of the issuance would fund the current and ongoing Wastewater Reclamation Facility
construction project.
$51,182,643 of the issuance would fund capital projects in the water utility.
Over the life of this bond, $583,825,122 is the estimated present-value cost of the debt, until 2052 for
this bond series (thirty year amortization).
Item Schedule:
Briefing: May 3, 2022
Public Hearing: May 17, 2022
Potential Action: May 17, 2022
Page | 2
Assumptions in the bond financial models include cumulative utility revenue growth of between ten and
thirty percent each year through 2029. The revenue growth at this pace is created through rate increases
over the same period of years and potentially well beyond.
Generational capital projects initiated in recent years create the need for the cash on hand resulting
from the bonds. Full completion of projects using bond money is a requirement of the bond agreements.
POLICY QUESTIONS
1.The Department conducted a “Financial Capability Assessment” to evaluate the affordability of water
and sewer rates, known as a community capacity-to-pay study. (See “Additional Information” section
below.) The study indicates that based on median income, there is community capacity among utility
customers with regard to the current and ongoing cost of the bonded debt. The study also discusses the
demographic reality of potentially more severe impacts resulting from these cost increases for residents
of the city based on income and location, among other factors, which will be studied in the next phase.
See attachment 2.
Would Council Members like to coordinate with the Department on demographic or other factors to be
emphasized and analyzed in later phases of its community capacity to pay study?
2.Council Members regularly emphasize the value and importance of relief resources for customers who
cannot afford the new increases, and those beyond. Would the Council like to discuss options for
increasing support and relief resources?
ADDITIONAL INFORMATION
Page | 3
From the community study discussed above, this map represents locations of populations in SLC corresponding
to an Environmental Protection Agency standard that measures income and other demographic factors. The
yellow, orange and red colors are areas with populations estimated to be the most vulnerable to negative impacts
from rate increases, as well as vulnerable in terms of environmental justice generally.
The bar graph below shows the escalating debt service of the utilities collectively as bond issuances continue and
annual payment obligations come online. Debt service is estimated to outpace revenue growth for a time,
resulting in acceptable but correspondingly lower coverage ratios for the total debt.
The table below shows indicators the bond consultants use in their financial models. The recent valuation of
construction activity in the city is strong.
ATTACHMENTS
1. Transmittal
2. Financial Capability Assessment
3. Public Utilities Revenue Bonds Bonding Analysis, April 6, 2022
Page | 1
SLCDPU Financial
Capability Assessment
Study
Background
The Salt Lake City Department of Public
Utilities (SLCDPU) is committed to providing
affordable services to its customers.
Accordingly, SLCDPU conducted the first part
of a multi-phase Financial Capability
Assessment study to better understand how
combined water and sewer rates and charges
affect its customers, address hardships caused
by income limitations, and identify potential
environmental justice and social equity issues.
The Phase I study incorporated new metrics
and approaches identified in recent water-
wastewater industry association studies and
new pre-publication guidance on financial
capability released by the United States
Environmental Protection Agency (EPA).
SLCDPU intends to use the study findings to
support a variety of activities, including project
scheduling, rate setting and customer
assistance programs, customer outreach and
engagement, and environmental justice and
social value initiatives.
Key Findings
For the most part, for the service area as a
whole, impacts to residential customers fall
within the low impact category, with a few
metrics falling in the mid-range.
The residential indicator (Figure 1) represents
the burden that SLCDPU’s wastewater charges
impose on households with median incomes.
Charges fall within the low impact range.
The lowest quintile residential indicator
(Figure 2) represents the burden that
wastewater charges impose on households
with incomes that fall within the lowest 20%.
Charges fall within the mid-range of impacts for
this group.
Financial capability metrics, for measures
such as bond rating, unemployment rate,
and tax collection rates, indicate a strong
overall financial position for SLCDPU’s
community and service area.
The cumulative burden of full SLCDPU
program and service costs on customers
will increase over time, likely affecting
service affordability.
There were difficulties in collecting data for
special categories of customers (e.g.,
re-entry citizens and multigeneration
households) who may experience
environmental justice-related challenges.
The utility should consider environmental
factors, including use impairment, public
health, and discharges to sensitive areas,
when prioritizing the timing for capital
investments.
Figure 1. Residential Indicator Results for SLCDPU
Figure 2. Lowest Quintile Residential Indicator
Results for SLCDPU
Page | 2
There are sub-geographies within the
SLCDPU service area with certain
demographic or physical characteristics (or
both), where residents may experience
greater financial, environmental justice,
and social equity hardship. Neighborhoods
with both demographic and physical
characteristics that create possible
enhanced environmental justice burdens
could experience cumulative impacts and
effects.
The demographic index (Figure 3) is the
average of two demographic indicators:
percentage low-income and percentage
minority. The map was developed in
EJSCREEN, a tool developed by EPA to
identify areas where environmental justice
considerations may warrant special attention.
Census block groups in the SLCDPU service
area are shown in relation to State of Utah
percentiles; EPA suggests that census block
groups greater than the 80th percentile may
warrant further consideration There are a
number of neighborhoods in the service area
above 80th percentile, including Rose Park,
Fairpark and Poplar Grove; a number of these
neighborhoods have elevated levels of both
demographic and physical characteristics that
create the possibility of enhanced
environmental justice burdens, potentially
leading to cumulative impacts and effects.
Next Steps and Recommendations
The study findings may be useful for policy and
program development related to affordability
and environmental justice, particularly in the
context of other City programs and tax and fee
burdens that affect service area residents.
SLCDPU intends to follow up the research and
analysis developed for the Phase I study with
additional work. Planned Phase II efforts
include the following:
Follow up with more detailed studies for
metrics covered in Phase I, including
collecting more data on special categories
of customers and conducting further
financial impact analysis for the
neighborhoods that were identified as
potential areas of environmental justice
concern.
Develop other metrics identified as relevant
for SLCDPU that were excluded during
Phase I because of schedule and resource
constraints.
Incorporate additional information, as
appropriate, based on further guidance
published by EPA in February 2022.
Figure 3. Demographic Index for SLCDPU Service Area
Salt Lake City Public Finance Office
15 West South Temple, Suite 1090, Salt Lake City, Utah 84101
385-799-7231
Salt Lake City, Utah
PUBLIC UTILITIES REVENUE BONDS
BONDING ANALYSIS
April 6, 2022
WRF PROJECT
ESTIMATED MONTHLY CONSTRUCTION DRAWS
2
Prepared by:
WRF Estimated Financing Targets (Construction Draws)
Prepared by:
3
SUMMARY OF FINACING
CAPITAL PROJECT BONDING
Series
4
Prepared by:
Anticipated Plan of Finance (System)
5
Existing and Estimated Debt Service
•Assumes two additional long-term financings for WRF project and five water project financings beginning FY2022
Prepared by:
Estimated Bonding
$0
$50
$100
$150
$200
$250
$300
$350
$0
$10
$20
$30
$40
$50
$60
$70
$80
2019202020212022202320242025202620272028202920302031203220332034203520362037203820392040204120422043204420452046204720482049205020512052205320542055205620572058MillionsDebt ServiceMillionsFiscal Year Ending June 30,
Existing D/S Series 2020 WIFIA Loan Series 2022 Series 2023
Series 2024 Series 2025 Series 2027 Revenue
Fiscal Ye ar
FINAL
Series 2020
Est. Draws
WIFIA Loan Series 2022 Series 2023 Series 2024 Series 2025 Series 2027 TOTAL NEEDS WRF Project Other Projects Fiscal Ye ar
Previous
Funding 40,031,432 40,031,432 40,031,432 -
2021 197,500,000 - - - - - - 197,554,482 106,054,482 91,500,000 2021
2022 - 13,000,000 279,864,195 - - - - 360,864,195 292,864,195 68,000,000 2022
2023 - 125,965,000 68,000,000 - - - - 125,965,000 125,965,000 - 2023
2024 - 158,517,000 - 146,324,783 - - - 304,841,783 186,841,783 118,000,000 2024
2025 - 48,456,000 - - 86,000,000 - - 134,456,000 48,456,000 86,000,000 2025
2026 - 2,697,000 - - - 77,250,000 - 79,197,000 2,697,000 76,500,000 2026
2027 - - - - - - 23,000,000 23,000,000 - 23,000,000 2027
2028 - - - - - - - - - - 2028
Tota l 197,500,000 348,635,000 347,864,195 146,324,783 86,000,000 77,250,000 23,000,000 1,265,909,892 802,909,892 463,000,000 Tota l
Capit al Pro je ct s
Es t im at e d Bo nding (Fis cal Ye ar)
(Includes Estimated WIFIA FY Draws)
Note: Assumes current market rates as of 4/6.2022.
Anticipated Coverage
6
Prepared by:
Exis t ing And Pro po s e d Re ve nue Bo nds , including WIFIA Lo ans
FY 2021 FY 2021 FY 2022 FY2024 FY 2025 FY 2026 FY 2027
Fisca l Yr. Ending Exi st i n g D/ S
FINAL
Se rie s 2020
Est . Draw s
WIFIA Loan Se rie s 2022 Se rie s 2023 Se rie s 2024 Se rie s 2025 Se rie s 2027
To t al D/ S
Re quire me nt
Re ve nue
Growth
Net Revenues
Ava ila b le (1 )
Debt Service
Cove ra ge
6/30/2019 8,327,917 - - - - - - - 8,327,917 52,750,353 6.33
6/30/2020 8,333,697 - - - - - - - 8,333,697 17.08%61,761,386 7.41
6/30/2021 10,941,426 3,417,814 - - - - - - 14,359,239 7.82%66,592,715 4.64
6/30/2022 10,952,016 7,280,550 - - - - - - 18,232,566 -30.26%46,439,033 2.55
6/30/2023 10,958,049 7,280,550 - 8,779,008 - - - - 27,017,607 42.37%66,113,045 2.45
6/30/2024 10,953,157 7,280,550 - 14,907,750 5,487,179 - - - 38,628,636 27.88%84,548,201 2.19
6/30/2025 7,962,308 10,455,550 - 20,017,750 5,487,179 3,225,000 - - 47,147,787 26.98%107,363,445 2.28
6/30/2026 7,962,644 10,456,800 - 20,012,250 5,487,179 3,225,000 - - 47,143,873 20.29%129,143,567 2.74
6/30/2027 7,953,993 10,455,050 - 20,014,250 8,711,216 3,225,000 2,896,875 - 53,256,383 13.94%147,145,162 2.76
6/30/2028 6,761,272 10,455,050 - 20,012,750 8,711,216 5,119,875 2,896,875 - 53,957,037 10.79%163,026,608 3.02
6/30/2029 6,767,008 10,456,300 15,200,409 20,017,250 8,711,216 5,119,875 2,896,875 862,500 70,031,431 10.07%179,436,926 2.56
6/30/2030 6,759,235 10,453,300 15,200,409 20,011,750 8,711,216 5,119,875 4,598,957 862,500 71,717,241 -0.21%179,056,902 2.50
6/30/2031 6,762,716 10,455,800 15,200,409 20,011,000 8,711,216 5,119,875 4,598,957 862,500 71,722,472 1.74%182,177,642 2.54
6/30/2032 5,689,250 10,453,050 15,200,409 20,014,000 8,711,216 5,119,875 4,598,957 1,369,269 71,156,025 1.75%185,370,646 2.61
6/30/2033 5,692,000 10,454,800 15,200,409 20,014,750 8,711,216 5,119,875 4,598,957 1,369,269 71,161,275 1.77%188,646,573 2.65
6/30/2034 5,694,000 10,455,300 15,200,409 20,012,500 8,711,216 5,119,875 4,598,957 1,369,269 71,161,525 1.78%192,000,248 2.70
6/30/2035 5,689,750 10,454,050 15,200,409 20,011,500 8,711,216 5,119,875 4,598,957 1,369,269 71,155,025 1.79%195,432,660 2.75
6/30/2036 5,689,000 10,455,550 15,200,409 20,010,750 8,711,216 5,119,875 4,598,957 1,369,269 71,155,025 1.80%198,945,739 2.80
6/30/2037 5,691,000 10,454,050 15,200,409 20,009,250 8,711,216 5,119,875 4,598,957 1,369,269 71,154,025 1.81%202,541,629 2.85
6/30/2038 10,454,050 15,200,409 20,011,000 8,711,216 5,119,875 4,598,957 1,369,269 65,464,775 1.82%206,222,280 3.15
6/30/2039 10,454,650 15,200,409 20,014,750 8,711,216 5,119,875 4,598,957 1,369,269 65,469,125 1.86%210,059,886 3.21
6/30/2040 10,455,650 15,200,409 20,014,250 8,711,216 5,119,875 4,598,957 1,369,269 65,469,625 1.87%213,987,293 3.27
6/30/2041 10,451,650 15,200,409 20,008,500 8,711,216 5,119,875 4,598,957 1,369,269 65,459,875 1.88%218,004,747 3.33
6/30/2042 10,455,150 15,200,409 20,011,500 8,711,216 5,119,875 4,598,957 1,369,269 65,466,375 1.89%222,115,598 3.39
6/30/2043 10,456,650 15,200,409 20,011,500 8,711,216 5,119,875 4,598,957 1,369,269 65,467,875 1.89%226,320,927 3.46
6/30/2044 10,454,650 15,200,409 20,012,250 8,711,216 5,119,875 4,598,957 1,369,269 65,466,625 1.90%230,623,120 3.52
6/30/2045 10,455,850 15,200,409 20,012,250 8,711,216 5,119,875 4,598,957 1,369,269 65,467,825 1.91%235,025,584 3.59
6/30/2046 10,454,650 15,200,409 20,015,000 8,711,216 5,119,875 4,598,957 1,369,269 65,469,375 1.92%239,528,728 3.66
6/30/2047 10,455,650 15,200,409 20,013,750 8,711,216 5,119,875 4,598,957 1,369,269 65,469,125 1.92%244,135,017 3.73
6/30/2048 10,453,250 15,200,409 20,012,000 8,711,216 5,119,875 4,598,957 1,369,269 65,464,975 1.93%248,846,997 3.80
6/30/2049 10,451,750 15,200,409 20,008,000 8,711,216 5,119,875 4,598,957 1,369,269 65,459,475 1.94%253,667,298 3.88
6/30/2050 10,452,750 15,200,409 20,015,000 8,711,216 5,119,875 4,598,957 1,369,269 65,467,475 1.94%258,597,573 3.95
6/30/2051 15,200,409 20,010,500 8,711,216 5,119,875 4,598,957 1,369,269 55,010,225 1.83%263,327,839 4.79
6/30/2052 15,200,409 20,013,000 8,711,216 5,119,875 4,598,957 1,369,269 55,012,725 1.89%268,293,997 4.88
6/30/2053 15,200,409 8,711,216 5,119,875 4,598,957 1,369,269 34,999,725 1.89%273,369,487 7.81
6/30/2054 15,200,409 5,119,875 4,598,957 1,369,269 26,288,509 1.99%278,805,131 10.61
6/30/2055 15,200,409 4,598,957 1,369,269 21,168,635 2.03%284,467,447 13.44
6/30/2056 15,200,409 4,598,957 1,369,269 21,168,635 2.06%290,313,689 13.71
6/30/2057 15,200,409 1,369,269 16,569,677 2.06%296,283,498 17.88
6/30/2058 15,200,409 1,369,269 16,569,677 2.08%302,436,271 18.25
Tot a l 145,540,434 297,080,464 456,012,260 584,039,758 251,664,360 147,911,615 132,862,468 39,557,758 2,054,669,116
Co ve rage Analysis
Note: Assumes current market rates as of 4/6.2022.
Proposed Series 2022
7
•Assume remaining WRF project will be financed in Fall 2023 (FY2024)
Prepared by:
Series 2022-Estimated Debt Service
•Assumes $279,864,195 WRF project financing and $68MM water project
•WRF Draws 8/31/2022 thru 10/31/2023
•Closing in Fiscal Year 2022
•30-year level amortization (principal beginning in FY2025)
WRF Project Water Project Co mbine d
Draws 8/ 31/ 2022
thru 10/31/2023
Delivery Date:6/29/2022 6/29/2023 -
Final Maturity:2/1/2052 2/1/2053 -
Sources
Par Amount:$239,780,000 $58,260,000 $298,040,000
Premium:$41,177,648 $10,004,995 $51,182,643
Total $280,957,648 $68,264,995 $349,222,643
Uses
De posit to Const. Fund:$279,864,195 $68,000,000 $347,864,195
Costs of Issuance $1,091,557 $260,926 $1,352,482
Continge ncy $1,896 $4,070 $5,966
Total $280,957,648 $68,264,995 $349,222,643
Bond Statistics
True Interest Cost (TIC):3.702%3.702%3.702%
Avg Annual D/S (beg. 2025):$16,094,830 $3,910,438 $20,005,268
Total Net Debt Service:$469,704,439 $114,120,683 $583,825,122
SERIES 2022 - ESTIMATED FINANCING RESULTS
Note: Assumes current market rates as of 4/6.2022.
4870-5556-1238, v. 4
Salt Lake City, Utah
May 3, 2022
The City Council (the “Council”) of Salt Lake City, Utah (the “City”), met in
regular session at the regular meeting place of the Council in Salt Lake City, Utah, at 7:00
p.m. on Tuesday, May 3, 2022, with the following members present:
Present:
Dan Dugan Chair
Darin Mano Vice Chair
Amy Fowler Council Member
Victoria Petro-Eschler Council Member
Alejandro Puy Council Member
Ana Valdemoros Council Member
Chris Wharton Council Member
There were also present:
Erin Mendenhall Mayor
Katherine N. Lewis City Attorney
Absent:
After the meeting had been duly called to order and after other matters not pertinent
to this Resolution had been discussed, a Certificate of Compliance with Open Meeting Law
with respect to this May 3, 2022 meeting was presented to the Council, a copy of which is
attached hereto.
The following resolution was then introduced in written form, was fully discussed,
and pursuant to motion duly made by Council Member ______________ and seconded by
Council Member _________________, was adopted by the following vote:
AYE:
NAY:
The resolution is as follows:
4870-5556-1238, v. 4 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. 4 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. 4 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. 4 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 Section 11-14-318 of the Bond Act, the Issuer shall hold
a public hearing on May 17, 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. The Issuer has previously directed its officers and staff to post notice of
such hearing on the Utah Public Notice Website created under Section 63A-16-601 Utah
Code Annotated 1953, as amended, not less than fourteen (14) days prior to the hearing, in
substantially the following form and the Issuer hereby ratifies the posting of such notice:
4870-5556-1238, v. 4 6
NOTICE OF PUBLIC HEARING
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”), is scheduled to consider the adoption of a resolution (the “Resolution”) in which
it will authorize 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 call a public hearing.
PURPOSE, TIME, PLACE AND LOCATION OF PUBLIC HEARING
The Issuer shall hold a public hearing on May 17, 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.
DATED this May 2, 2022.
/s/ Cindy Lou Trishman
City Recorder
4870-5556-1238, v. 4 7
Section 10. Pursuant to Section 11-14-316 of the Bond Act, the Issuer shall
publish a notice of bonds to be issued (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 Bonds to be Issued” in substantially the following form:
4870-5556-1238, v. 4 8
NOTICE OF 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).
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.
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
4870-5556-1238, v. 4 9
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. 4 10
Section 11. 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 12. 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 13. 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 14. 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. 4 11
ADOPTED this May 3, 2022.
Chair
( S E A L )
Attest and Countersign:
__________________________________
City Recorder
APPROVED AS TO FORM:
Boyd Ferguson
Senior City Attorney
4870-5556-1238, v. 4 12
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.
By:
Mayor
4870-5556-1238, v. 4 13
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,
(i) a Notice of Public Hearing was posted no less than fourteen (14) days before
the public hearing date on the Utah Public Notice Website created under Section 63A-16-
601, Utah Code Annotated 1953, as amended; and
(ii) a Notice of Bonds to be Issued will be published (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. 4 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
4870-5556-1238, v. 4 A-2
SCHEDULE 1
NOTICE OF MEETING
4870-5556-1238, v. 4 A-3
SCHEDULE 2
ANNUAL MEETING SCHEDULE
4870-5556-1238, v. 4 A-4
(attach Proof of Publications of
Notice of Public Hearing and Notice of Bonds to be Issued)
4870-5556-1238, v. 4 B-1
EXHIBIT B
INDENTURE
4870-5556-1238, v. 4 C-1
EXHIBIT C
FORM OF BOND PURCHASE CONTRACT
4870-5556-1238, v. 4 D-1
EXHIBIT D
FORM OF PRELIMINARY OFFICIAL STATEMENT