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Transmittal - 5/26/2023 MARY BETH THOMPSON Chief Financial Officer ERIN MENDENHALL Mayor DEPARTMENT OF FINANCE 451 SOUTH STATE STREET, ROOM 245 SALT LAKE CITY, UTAH 84114 TEL 801-535-6403 CITY COUNCIL TRANSMITTAL ________________________ Date Received: ___________________ Lisa Shaffer, Chief Administrative Officer Date sent to Council: ______________ _____________________________________________________________________________ TO: Salt Lake City Council DATE: May 26, 2023 Darin Mano, Chair FROM: Mary Beth Thompson, Chief Financial Officer___________________________________ SUBJECT: General Obligation (Parks, Trails, and Open Space) Bonds, Series 2023 STAFF CONTACT: Marina Scott, City Treasurer 801‐535‐6565 DOCUMENT TYPE: Resolution RECOMMENDATION: That the City Council adopt a Bond Resolution on June 13, 2023, approving the issuance and sale of up to $25,500,000 principal amount of Salt Lake City, Utah, General Obligation (Parks, Trails, and Open Space) and give authority to certain officers to approve the final terms and provisions of and confirm the sale of the Bonds within certain parameters set forth in the attached Bond Resolution BUDGET IMPACT: None. Tax collections resulting from the issuance of voter‐authorized general obligation bonds for the Parks, Trails and Open Space Project will be sufficient to cover debt service costs for the period in which the bonds are outstanding. BACKGROUND/DISCUSSION: The bonds are the first block of bonds to be issued from the November 8, 2022, voted authorization. Exhibit 2, prepared by Public Lands, and attached to the transmittal, details parks, trails, and open space projects selected for the first bond issuance. The current plan calls for the Bonds to be sold on August 2, 2023. The Designated Officers defined in the attached Bond Resolution are authorized to approve the interest rate(s) and other terms and provisions relating to the Bonds by executing the Certificate of Determination, which is also attached. An estimated debt service, a draft copy of the Bond Resolution and most of its attachments are included for your review. Please keep in mind that these are preliminary drafts and are subject to change. Lisa Shaffer (May 26, 2023 13:59 MDT)05/26/2023 05/26/2023 General Obligation (Parks, Trails, and Open Space) Bonds, Series 2023 Transmittal to City Council May 26, 2023 Page 2 of 2 PUBLIC PROCESS: N/A EXHIBITS: 1. First Parks, Trails, and Open Space Bond Issuance with Scopes of Work 2. Agenda and Motion Language 3. Estimated Debt Service Schedule 4. Delegating Bond Resolution a. Continuing Disclosure Agreement b. Preliminary Official Statement c. Certificate of Dissemination d. Dissemination Agency Agreement cc: Boyd Ferguson, Lisa Shaffer, Sara Montoya, Mark Stephens, Kristin Riker, Tom Millar, and Tyler Murdock TO: Marina Scott, City Treasurer FROM: Public Lands RE: First Parks, Trails, and Open Space Bond Issuance with Scopes of Work DATE: May 11, 2023 Salt Lake City Parks, Trails, and Open Space Bond 1st Issuance Projects ESTIMATED CONSTRUCTION YEAR ITEM FIRST TRANCHE AMOUNT % of ITEM’S TOTAL BOND FUNDING 2024-2027 Glendale Regional Park $9,000,000 33.3% 2025-2026 Liberty Park Playground $2,000,000 100% 2024-2027 Allen Park $850,000 18.9% 2024-2027 Folsom Trail Completion & Landscaping $5,000,000 100% 2025-2029 Public Space at Fleet Block $600,000 10% 2026-2029 Fairmont Park $500,000 10% Variable (2024-2031) Reimagine Neighborhood Parks, Trails, or Open Spaces (with at least one per City Council district) $1,050,000 10% 2025-2029 Jordan River Corridor $600,000 6.7% N/A Contingencies/Program Management $3,332,000 28.4% Dependent on Project Art Allowance $294,000 28.4% N/A Salaries, Benefits and Operational costs for 3 FTEs for 3 years (2 public lands staff, 1 engineering)_ $1,434,000 TBD based on project schedules TOTAL REQUEST $24,660,000 29% of $85,000,000 total In November 2022, Salt Lake City voters approved the $85 million General Obligation (GO) Bond (“bond”) for Parks, Trails, and Open Space projects. This represents the single largest public lands investment in the City’s history. 71% voted “for the issuance of bonds”. The recently adopted “Reimagine Nature” Public Lands Master Plan (June 2022) included Page 2 feedback from over 12,000 residents that has helped staff address priorities for the next 20 years. In the Master Plan’s surveys, 70% of respondents said they visit a park, trail, or open space at least monthly and over 40% of respondents said their parks and trails visitation has increased since the COVID-19 pandemic began. In the same survey, over 90% of respondents prioritized “putting the environment first” and “growing our urban forest.” More than 13,000 new people now call Salt Lake City home, compared to 2012 (US Census 2020). In addition, roughly 27,000 more people are expected to move to Salt Lake City by 2040 (2019 Salt Lake City Parks & Public Lands Needs Assessment, p. 85). As this growth in population and use of outdoor spaces continues, immediate improvements to existing and new parks, trails, and open spaces are urgently necessary to at least maintain existing level of service. The projects funded by the bond will meet these needs by building new parks, trails, and open spaces (particularly in areas that currently have few of these spaces) and improving existing properties throughout Salt Lake City. Other benefits from these projects include increasing green infrastructure and waterwise landscaping, combating climate change, restoring wildlife and pollinator habitats, providing air and water quality benefits, and improving opportunities for community gathering and mental and physical wellness. Project Name: Glendale Park 1200 West 1700 South Council District: District 2 Total Bond Funding: $27,000,000 First Tranche Funding Request (and Purpose): $9,000,000 (completing Phase 1a & 1b construction, design for Phase 2; Phase 2 construction funded in the second tranche). Description: The Glendale Park project will add 17 acres of new park space at the former Raging Waters water park site (on the south side of 1700 South and west of the Jordan River). The City’s goal is to add 94 acres of new public lands in the next decade. Public and stakeholder engagement is already complete, and adoption of the Glendale Regional Park Plan occurred on March 21, 2023. Park features will include community gathering spaces, trails, an overlook, playgrounds that support play at all ages and ability levels, food truck access, skateboarding features, water features, basketball and pickleball courts, a denser tree canopy, and riverside recreation and access. Schedule: 2023-2027 1. 2023-2024: Phase 1 design is nearing completion. Phase 1 construction will begin Summer 2023 (utilizing existing funds). An active recreation component (Phase 1a) must be open to the public by April 2024. Phase 1b construction and Phase 2 design will follow in 2024. 2. 2025-2027: Construction of Phase 2 will begin in 2025 and last approximately three years. Note that this may not necessarily fully build out the master planned vision. 3. 2028 onward: Construction of future phases, as funded. Page 3 Project Name: Liberty Park Playground 600 East 900 South Council District: District 5 Total Bond Funding: $2,000,000 First Tranche Funding Request (and Purpose): $2,000,000 (Community engagement, design, and construction of the new playground area). Description: Fully replace the aging, out of date, well worn, but still heavily used Rotary Playground area in the northwest part of Liberty Park. The existing playground area is often closed for maintenance and repairs as it reaches the end of its useful life. The most recent closure was in the summer of 2021. New state-of-the-art assets will honor the site’s popularity and community preferences, improve safety, and create a unique playground customized for Liberty Park that serves all ages and abilities. Accessible design and assistive technologies will improve levels of service for all community members. Choices like colors, accessible design, and amenities will depend on input from youth and nearby and regional users alike. Schedule: 2023-2026 Community engagement and Historic Landmark Commission discussions can begin in Fall 2023. Design will occur in 2024. Construction would then follow, at the beginning of 2025 and lasting approximately one year. Project Name: Allen Park 1328 East Allen Park Drive (1900 South) Council District: District 7 Total Bond Funding: $4,500,000 First Tranche Funding Request (and Purpose): $850,000 (Construction documents for the projects identified in the Adaptive Reuse and Management Plan and construction of critical landscaping or utility (water, sewer) projects; construction funding for Phase 1 projects likely to be requested in the second tranche). Description: The seven-acre Allen Park is one of the City’s newest public parks (opened October 2020). This project will implement a community-supported vision developed through the Allen Park Adaptive Reuse & Management Plan (2023-2024). The Plan will (1) determine future uses of the site based on extensive public engagement (as well as the site’s history and current conditions, as summarized in the Fall 2022 Cultural Landscape Report, or CLR); (2) recommend Phase 1 projects to construct with remaining bond funds; and (3) recommend future phase projects and maintenance plans. This plan will focus on formalization, preservation, and rehabilitation of the space, including Emigration Creek improvements, preserving art, continued analysis of historic structures, walkway and roadway improvements, irrigation, native and ornamental plantings, and other park amenities that improve access and visitor experience. Schedule: 2023-2027 Page 4 1. Spring 2024: Anticipated completion of the Adaptive Reuse and Management Plan. 2. Spring 2024 to Spring 2025: Construction of critical landscaping or utility (water and sewer) projects; designs and construction documents for Phase 1 projects. 3. Spring 2025 to 2027: Construction. Project Name: Folsom Trail Completion & Landscaping ~50 South from 500 West to Jordan River Council District: Districts 2, 3, & 4 Total Bond Funding: $5,000,000 First Tranche Funding Request (and Purpose): $5,000,000 (Revised designs for and construction of landscaping and amenities between 500 West and 1000 West; possible property needs, design, and construction/completion of the western gap between 1000 West and the Jordan River Parkway Trail). Description: The Folsom Trail is an off-street, paved walking and bicycling path that connects Westside neighborhoods and the Gateway District of Downtown. Due to funding and property issues, Phase 1 (2021-2022) was only able to design and construct the eastern 1.0 mile of the trail and minor amenity improvements between 500 West and 1000 West. Bond funding in the first tranche is intended to (1) finalize design and then construct waterwise landscaping and additional amenities, focused at intersections between 500 West and 1000 West (and based on priorities from 1,000 community responses collected in 2020, and the City Creek Daylighting Design Master Plan); and (2) complete the Folsom Trail between 1000 West and the Jordan River. Schedule for Landscaping, Amenities: 2023-2025 Landscaping, irrigation, and some amenities could be constructed for $2,000,000 by the end of 2025. All improvements would be within the public right-of-way or on publicly owned property. Immediate next steps involve finalizing construction documents and cost estimates, in particular coordination with a parallel RDA-led project designing a potential daylighting of City Creek immediately north of the current Folsom Trail alignment between 800 West and 1000 West. These tasks will be completed with funding from the first tranche. Schedule for Trail Completion: 2024-2027 Completing the trail between 1000 West and the Jordan River, either in the preferred or an alternative alignment, is possible within the next three to four years. It is possible that the remaining $3,000,000 for this project would be sufficient for the anticipated property acquisition or easement, design, and construction costs. However, impact fees may also qualify, if additional funding is needed. Project Name: Public Space at Fleet Block 800-900 South, 300-400 West Council District: District 5 Total Bond Funding: $6,000,000 First Tranche Funding Request (and Purpose): $600,000 (Community Page 5 engagement, park or plaza design, and construction documents). Description: The Public Space at Fleet Block project (future name TBD) will be a new public area in the Granary District. The project will add much needed public space and increase the level of service for this community and citywide. The site will occupy roughly 1/3 of the 8.75-acre publicly-owned parcel at the 10-acre former city fleet facility (“the Fleet Block”), which is being considered for a rezone (FB-UN3) and denser city-supported development. A public space should promote gatherings, safety, comfort, and community wellbeing. Schedule: 2023-2029 Immediate next steps (possibly in this order) include selecting the public site, engaging diverse communities in identifying their priorities for the assets and amenities of the public space, developing an RFP for potential development of the parcel’s remaining sites (led by CAN), and developing design and construction documents. Depending on site selection and designs, EPA funding may be needed in order to remediate land before development. A construction timeline has not yet been determined. Project Name: Fairmont Park 1040 East Sugarmont Drive Council District: District 7 Total Bond Funding: $5,000,000 First Tranche Funding Request (and Purpose): $500,000 (City-initiated community and stakeholder engagement and concept development phases, to be integrated with all previous engagement). Description: Fairmont Park improvements may include repair of, or possible new public uses for, the existing tennis courts site on the corner of Sugarmont Avenue and 900 East (which have been in serious disrepair for about a decade); improving facilities and services provided by the Boys & Girls Club; and enhancing public access to and within the park itself. Schedule: 2023-2029 In addition to investigating possible partnerships, desired improvements, and additional private or public funding, Salt Lake City will expand on the community engagement from 2018 and 2019. Salt Lake City and the community will work together, through a robust public engagement process, to solidify possible improvements at Fairmont Park. These phases would be followed by design and construction, funded in future tranches. Project Name: Reimagine Neighborhood Parks, Trail, or Open Spaces Various Locations Council District: At Least One Project per Council District Total Bond Funding: $10,500,000 First Tranche Funding Request (and Purpose): $1,050,000 (Community engagement for all, and concept design for some, of the 12-14 sites selected for this funding). Page 6 Description: “Reimagine Neighborhood Parks” was one of the highest community priorities in the recently completed Reimagine Nature Public Lands Master Plan. Investing in under- resourced (and sometimes under-utilized) local parks, trails, and open spaces improves access and activation and often reduces demand at larger parks. These projects seek to empower communities by offering high quality park experiences for everyone and reflect their natural, historical, cultural, and economic identities. This project’s funding will “reimagine” 12-14 neighborhood parks, trails, or open spaces, with at least one in each City Council district. These were selected based on the following criteria: (1) asset condition and quality, (2) lack of significant capital investment in the past decade, (3) relative usage and opportunity for increasing usage and access, (4) within a “Greater Need Area” (Public Lands Needs Assessment, 2019) and information from the “Reimagine Nature” Public Lands Master Plan, 2022, (5) nearby population densities, (6) potential to highlight neighborhood identities and histories, (7) levels of criminal activity and/or frequency of SLC Mobile requests, (8) opportunities to enhance already funded projects, and (9) the Public Lands Department’s district maintenance supervisors’ and park rangers’ on-the-ground experience. The selected sites are: - District 1: Cottonwood Park, Steenblik Park - District 2: Madsen Park, Peace Labyrinth (and the International Peace Gardens, if funding remains after the highest priorities) - District 3: Warm Springs and North Gateway Parks (and the Freedom Trail in Memory Grove Park, if funding remains after the highest priorities) - District 4: Taufer Park, Richmond Park - District 5: Jefferson Park, Ida Cotten Park - District 6: Donner Trail Park, Sunnyside Park (the latter is possible only with significant funding and operational partnerships) - District 7: McClelland Trail (south of Sugarmont Avenue) The specific improvements for each site will be determined by community-driven engagement processes, asset condition data, and the City’s established public lands planning process. However, “potential elements could include replacement of failing assets like playgrounds and sport courts; addition of unique elements of surrounding neighborhoods’ identities and histories; increasing elements of placemaking based on community input and desires; and, adding multilingual identity and wayfinding signage” Schedule: 2023-2031 Immediate next steps include initiating public and stakeholder engagement for all 12-14 project sites. Project timelines and priorities will be based on this feedback, implementation feasibility, and the greatest needs (e.g., Taufer Park, Madsen Park). Preliminary or concept design will be completed with first tranche funds. More complete design and construction will be completed in the second and third tranches. Page 7 It is possible that the “Reimagine” projects in City Council districts with fewer or no other GO Bond-funded projects (Districts 3 and 6) are prioritized before those in districts with more bond projects and/or funding expenditures (District 2 and 7, for example), depending on feasibility and need. The exact schedules for design and construction of all 12-14 project improvement sites will be determined at a later date. Project Name: Jordan River Corridor Various Locations Along the Jordan River Council District: Districts 1 & 2 Total Bond Funding: $9,000,000 First Tranche Funding Request (and Purpose): $600,000 (immediate construction of the Backman Open Space and Outdoor Classroom, including a large nature playground, walking paths that connect families to school and the river, irrigation, native plantings, new trees, and Jordan River Trail improvements between 500 North and 700 North; planning and design of high priority projects from the Emerald Ribbon Master Plan [ERMP], which will inform future capital investments along the corridor). Description: The Jordan River is a key asset in the Salt Lake Valley and has the potential to be the ecological and recreational heart of Salt Lake City. For decades, the City and various partners and stakeholders have invested millions of dollars in capital and maintenance improvements throughout the river corridor within Salt Lake City limits. However, these have often lacked a cohesive vision for both implementation and subsequent maintenance. This project focuses on capital improvements designed to foster community gathering and highlight the river corridor as a desirable destination. The upcoming ERMP (2023-2024), funded through CIP, will include robust public engagement and create implementation and maintenance strategies to guide investment and care. The ERMP will recommend Phase 1 projects that tackle critical needs and generate significant support for future phases, to be constructed with remaining bond funds, possibly including: - Water and air quality improvements - Improving biodiversity, tree canopy, and climate-sensitive tree irrigation systems - Storm water and green infrastructure improvements - Creating consistent, welcoming park spaces near the river, incl. multilingual signage - Nature play areas, pollinator gardens, and public art - Acquisition of key parcels along the river - Improvements to the water trail and enhanced walking and bicycling connectivity Schedule: 2023-2029 1. 2023-2024: ERMP; “home run” project concept designs; Backman construction. 2. 2024-2027: Design and construction documents for ERMP-recommended projects that will be constructed with bond funds, phased over several years. 3. 2025-2029: Additional construction, phased over several years. 2023 GO Agenda Language v2 8711202/RDB/ Salt Lake City Council Agenda Item for June 13, 2023 UNFINISHED BUSINESS: Suggested Agenda Language relating to the bond resolution for the Federally Taxable General Obligation Bonds, Series 2023, to be considered by the City Council at its meeting on June 13, 2023: Resolution: Authorizing the Issuance and the Sale of Federally Taxable General Obligation Bonds Consideration of a resolution authorizing up to $25,500,000 Federally Taxable General Obligation Bonds; delegating authority to certain officials and officers of the City; and providing for related matters. Staff Recommendation: Adopt Suggested Motion Language is as follows: I move that the City Council adopt the resolution authorizing up to $25,500,000 of the City's Federally Taxable General Obligation Bonds. Preliminary; subject to change. SALT LAKE CITY, UTAH $24,855,000 TAXABLE GENERAL OBLIGATION BONDS SERIES 2023 (August 23, 2023 ) Sources & Uses Dated 08/23/2023 | Delivered 08/23/2023 Sources Of Funds Par Amount of Bonds $24,855,000.00 Total Sources $24,855,000.00 Uses Of Funds Deposit to Project Construction Fund 24,660,000.00 Costs of Issuance 117,031.75 Total Underwriter's Discount (0.300%)74,565.00 Rounding Amount 3,403.25 Total Uses $24,855,000.00 2023 NM TAXABLE $24.66MM | SINGLE PURPOSE | 5/ 1/2023 | 5:01 PM Stifel Prepared by Stifel, Nicolaus & Company, Inc. (EJR)Page 1 Preliminary; subject to change. SALT LAKE CITY, UTAH $24,855,000 TAXABLE GENERAL OBLIGATION BONDS SERIES 2023 (August 23, 2023 ) Debt Service Schedule Date Principal Coupon Interest Total P+I Fiscal Total 08/23/2023 ----- 12/15/2023 --401,463.38 401,463.38 - 06/15/2024 875,000.00 4.240%645,209.00 1,520,209.00 1,921,672.38 12/15/2024 --626,659.00 626,659.00 - 06/15/2025 800,000.00 4.290%626,659.00 1,426,659.00 2,053,318.00 12/15/2025 --609,499.00 609,499.00 - 06/15/2026 835,000.00 4.310%609,499.00 1,444,499.00 2,053,998.00 12/15/2026 --591,504.75 591,504.75 - 06/15/2027 870,000.00 4.480%591,504.75 1,461,504.75 2,053,009.50 12/15/2027 --572,016.75 572,016.75 - 06/15/2028 905,000.00 4.530%572,016.75 1,477,016.75 2,049,033.50 12/15/2028 --551,518.50 551,518.50 - 06/15/2029 950,000.00 4.660%551,518.50 1,501,518.50 2,053,037.00 12/15/2029 --529,383.50 529,383.50 - 06/15/2030 995,000.00 4.710%529,383.50 1,524,383.50 2,053,767.00 12/15/2030 --505,951.25 505,951.25 - 06/15/2031 1,040,000.00 4.880%505,951.25 1,545,951.25 2,051,902.50 12/15/2031 --480,575.25 480,575.25 - 06/15/2032 1,090,000.00 4.930%480,575.25 1,570,575.25 2,051,150.50 12/15/2032 --453,706.75 453,706.75 - 06/15/2033 1,145,000.00 4.980%453,706.75 1,598,706.75 2,052,413.50 12/15/2033 --425,196.25 425,196.25 - 06/15/2034 1,200,000.00 5.080%425,196.25 1,625,196.25 2,050,392.50 12/15/2034 --394,716.25 394,716.25 - 06/15/2035 1,260,000.00 5.180%394,716.25 1,654,716.25 2,049,432.50 12/15/2035 --362,082.25 362,082.25 - 06/15/2036 1,325,000.00 5.230%362,082.25 1,687,082.25 2,049,164.50 12/15/2036 --327,433.50 327,433.50 - 06/15/2037 1,395,000.00 5.280%327,433.50 1,722,433.50 2,049,867.00 12/15/2037 --290,605.50 290,605.50 - 06/15/2038 1,470,000.00 5.330%290,605.50 1,760,605.50 2,051,211.00 12/15/2038 --251,430.00 251,430.00 - 06/15/2039 1,550,000.00 5.780%251,430.00 1,801,430.00 2,052,860.00 12/15/2039 --206,635.00 206,635.00 - 06/15/2040 1,640,000.00 5.780%206,635.00 1,846,635.00 2,053,270.00 12/15/2040 --159,239.00 159,239.00 - 06/15/2041 1,735,000.00 5.780%159,239.00 1,894,239.00 2,053,478.00 12/15/2041 --109,097.50 109,097.50 - 06/15/2042 1,835,000.00 5.780%109,097.50 1,944,097.50 2,053,195.00 12/15/2042 --56,066.00 56,066.00 - 06/15/2043 1,940,000.00 5.780%56,066.00 1,996,066.00 2,052,132.00 Total $24,855,000.00 -$16,053,304.38 $40,908,304.38 - Yield Statistics Bond Year Dollars $295,235.17 Average Life 11.878 Years Average Coupon 5.4374635% Net Interest Cost (NIC)5.4627196% True Interest Cost (TIC)5.4313287% Bond Yield for Arbitrage Purposes 5.3949672% All Inclusive Cost (AIC)5.4887311% IRS Form 8038 Net Interest Cost 5.4374635% Weighted Average Maturity 11.878 Years 2023 NM TAXABLE $24.66MM | SINGLE PURPOSE | 5/ 1/2023 | 5:01 PM Stifel Prepared by Stifel, Nicolaus & Company, Inc. (EJR)Page 2 Draft 5/24/23 Delegating Bond Resolution v6 8711038/RDB/mo SALT LAKE CITY, UTAH Resolution No. __ of 2023 Authorizing the Issuance and Sale of up to $25,500,000 Federally Taxable General Obligation Bonds, Series 2023 Adopted June 13, 2023 - i - Delegating Bond Resolution TABLE OF CONTENTS SECTION HEADING PAGE ARTICLE I DEFINITIONS .................................................................................................2 Section 101. Definitions..............................................................................................2 Section 102. Rules of Construction ............................................................................5 Section 103. Authority for Bond Resolution ..............................................................5 ARTICLE II AUTHORIZATION, TERMS AND ISSUANCE OF BONDS .....................................5 Section 201. Authorization of Bonds, Principal Amount, Designation and Series ....5 Section 202. Purpose ...................................................................................................5 Section 203. Issue Date ...............................................................................................6 Section 204. Bond Details; Delegation of Authority ..................................................6 Section 205. Denominations and Numbers .................................................................7 Section 206. Paying Agent and Bond Registrar..........................................................7 Section 207. Redemption and Redemption Price; Notice of Redemption ..................8 Section 208. Issuance, Sale and Delivery of Bonds..................................................10 Section 209. Execution of Bonds ..............................................................................10 Section 210. Delivery of the Bonds; Application of Proceeds .................................11 Section 211. Disclosure Agreements ........................................................................11 Section 212. Further Authority .................................................................................11 Section 213. Establishment of Accounts ..................................................................12 ARTICLE III TRANSFER AND EXCHANGE OF BONDS; BOND REGISTRAR .........................12 Section 301. Transfer of Bonds ................................................................................12 Section 302. Exchange of Bonds ..............................................................................13 Section 303. Bond Registration Books .....................................................................13 Section 304. List of Bondowners ..............................................................................13 Section 305. Duties of Bond Registrar .....................................................................13 ARTICLE IV BOOK-ENTRY SYSTEM; LIMITED OBLIGATION OF ISSUER; LETTER OF REPRESENTATIONS ......................................................................................14 Section 401. Book-Entry System; Limited Obligation of Issuer ..............................14 Section 402. Letter of Representations .....................................................................15 Section 403. Transfers Outside Book-Entry System ................................................15 Section 404. Payments to Cede .................................................................................15 ARTICLE V COVENANTS AND UNDERTAKINGS ..............................................................15 Section 501. Covenants of Issuer ..............................................................................15 Section 502. Levy of Taxes; Bond Account .............................................................15 ARTICLE VI FORM OF BONDS .........................................................................................16 SECTION HEADING PAGE -ii- Delegating Bond Resolution Section 601. Form of Bonds .....................................................................................16 ARTICLE VII MISCELLANEOUS ........................................................................................23 Section 701. Final Official Statement .......................................................................23 Section 702. Preliminary Official Statement Deemed Final .....................................23 Section 703. Notice of Bonds to be Issued ...............................................................23 Section 704. Ratification ...........................................................................................24 Section 705. Severability ..........................................................................................24 Section 706. Conflict ................................................................................................24 Section 707. Captions ...............................................................................................24 Section 708. Effective Date ......................................................................................24 EXHIBIT 1 — Form of Continuing Disclosure Undertaking EXHIBIT 2 — Form of Official Statement, including Official Notice of Bond Sale EXHIBIT 3 — Form of Certificate of Determination EXHIBIT 4 — Notice of Bonds to be Issued EXHIBIT 5 — Form of Dissemination Agency Agreement Delegating Bond Resolution RESOLUTION NO. __ OF 2023 A Resolution authorizing the issuance of up to $25,500,000 of federally taxable general obligation bonds of Salt Lake City, Utah; fixing the maximum aggregate principal amount of the Bonds, the maximum number of years over which the Bonds may mature, the maximum interest rate that the Bonds may bear and the maximum discount from par at which the Bonds may be sold; providing for the levy of taxes to pay principal of and interest on the Bonds; authorizing the circulation of an Official Statement; giving authority to certain officers to approve the final terms and provisions of the Bonds within the parameters set forth herein; and providing for related matters. *** *** *** WHEREAS, at the Bond Election, the issuance of $85,000,000 principal amount of general obligation bonds was authorized for the purpose of acquiring, improving, renovating and upgrading various parks, trails, open space and related facilities and recreational amenities throughout Salt Lake City, Utah; WHEREAS, the Issuer has not previously issued any of the bonds voted at the Bond Election and the Issuer has determined to authorize the issuance and sale at this time of up to $25,500,000 principal amount of the bonds voted at the Bond Election; WHEREAS, (a) if the Bonds are sold pursuant to a competitive bid a notice inviting electronic bids for the purchase of the Bonds will be advertised by electronic dissemination through the PARITY® electronic bid submission system and (b) if the Bonds are sold pursuant to a negotiated sale or a direct purchase, a formal or informal request for proposals will be distributed; WHEREAS, in the opinion of the Issuer, it is in the best interests of the Issuer that (a) the Designated Officers be authorized to (i) determine the method of sale for the Bonds, which may be by competitive sale, negotiated underwriting or direct purchase; (ii) accept or reject the bids or proposals received for the Bonds and determine the best bid or proposal received that conforms to the parameters, deadlines and procedures set forth herein and in the applicable sale document prepared in connection with the solicitation of bids or proposals for the Bonds; and (iii) approve the final principal amount, maturity amounts, interest rates, dates of maturity and other terms and provisions relating to the Bonds and to execute the Certificate of Determination containing such terms and provisions and (b) if necessary, the Mayor be authorized to execute the Official Statement with respect to the Bonds; WHEREAS, based upon current municipal bond market conditions, the Issuer believes it will receive more bids for the purchase of the Bonds and the most favorable cost of capital and is therefore in the best interests of the Issuer if the Issuer does not restrict the amount of premium bidders may pay for the Bonds; - 2 - Delegating Bond Resolution WHEREAS, Section 11-14-316 of the Utah Code provides for the publication of a Notice of Bonds to be Issued, and the Issuer desires to cause the publication of such a notice at this time with respect to the Bonds; and WHEREAS, the Issuer deems it necessary and advisable that it take such action as may be required to authorize and issue the Bonds to finance the cost of the project to be financed with the proceeds of the Bonds; NOW, THEREFORE, Be It Resolved by the City Council of Salt Lake City, Utah, as follows: ARTICLE I DEFINITIONS Section 101. Definitions. As used in this Bond Resolution (including the preambles hereto), unless the context shall otherwise require, the following terms shall have the following meanings: “Act” means, collectively, the Local Government Bonding Act, Chapter 14 of Title 11 of the Utah Code and the Registered Public Obligations Act, Chapter 7 of Title 15 of the Utah Code. “Bond Account” means the Bond Account established in Section 213 hereof. “Bond Counsel” means Chapman and Cutler LLP or another attorney or a firm of attorneys of nationally recognized standing in matters pertaining to the tax-exempt status of interest on obligations issued by states and their political subdivisions, duly admitted to the practice of law before the highest court of any state of the United States. “Bond Election” means the special bond election duly and lawfully called and held in the Issuer on November 8, 2022, at which the issuance and sale by the Issuer of $85,000,000 principal amount of general obligation bonds was authorized for the purpose of acquiring, improving, renovating and upgrading various parks, trails, open space and related facilities and recreational amenities throughout Salt Lake City, the results of which election were declared by the City Council, sitting as a Board of Canvassers, on November 22, 2022. “Bond Registrar” means each Person appointed by the Issuer as bond registrar and agent for the transfer, exchange and authentication of the Bonds. Pursuant to Section 206 hereof, the initial Bond Registrar is U.S. Bank Trust Company, National Association of Salt Lake City, Utah. “Bond Resolution” means this Resolution of the Issuer adopted on June 13, 2023, authorizing the issuance and sale of the Bonds. “Bondowner” or “owner” means the registered owner of any Bond as shown in the registration books of the Issuer kept by the Bond Registrar for such purpose. - 3 - Delegating Bond Resolution “Bonds” means the Issuer’s Federally Taxable General Obligation Bonds, Series 2023, authorized by the Bond Resolution. “Cede” means Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds pursuant to Section 401 hereof. “Certificate of Determination” means the Certificate of Determination, a form of which is attached hereto as Exhibit 3, of the Designated Officers delivered pursuant to Article II of this Bond Resolution, setting forth certain terms and provisions of the Bonds. “City Council” means the City Council of the City, as the governing body of the Issuer. “City Recorder” means the City Recorder or any Deputy City Recorder of the Issuer. “City Treasurer” means the City Treasurer of the Issuer or, in the absence or disability of the City Treasurer, the Deputy City Treasurer, the Acting Deputy City Treasurer or such other official as shall be duly authorized to act in the City Treasurer’s stead. “Closing Date” means the date of the initial issuance of the Bonds. “Code” means the Internal Revenue Code of 1986, as amended. “Continuing Disclosure Undertaking” means the Continuing Disclosure Agreement of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time. “Depository Account” means the Depository Account established in Section 213 hereof. “Designated Officers” means (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 City Council; or (ii) in the event of the absence or incapacity of the Chair of the City Council, the Vice Chair of the City Council; or (iii) in the event of the absence or incapacity of both the Chair and Vice Chair of the City Council, any other member of the City Council. “Dissemination Agency Agreement” means the Dissemination Agency Agreement, dated the Closing Date, between the Issuer and the Dissemination Agent, in substantially the form attached hereto as Exhibit 5. “Dissemination Agent” means each Person appointed by the Issuer as dissemination agent with respect to the Continuing Disclosure Undertaking and the Dissemination Agency Agreement. The initial Dissemination Agent is U.S. Bank Trust Company, National Association. - 4 - Delegating Bond Resolution “DTC” means The Depository Trust Company, New York, New York, and its successors and assigns. “Exchange Bond” means any Exchange Bond as defined in Section 209 hereof. “Fitch” means Fitch Ratings, Inc., its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Fitch” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer to the Paying Agent. “Issuer” means Salt Lake City Utah. “Letter of Representations” means the Blanket Issuer Letter of Representations from the Issuer to DTC, dated October 16, 2019. “Mayor” means the Mayor of the City, or in the absence or disability of the Mayor, such other official as shall be duly authorized to act in the Mayor’s stead. “Moody’s” means Moody’s Investors Service, Inc., its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer to the Paying Agent. “Official Statement” means the Official Statement with respect to the Bonds, in substantially the form of the Preliminary Official Statement attached hereto as Exhibit 2. “Participants” means those broker dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository. “Paying Agent” means each Person appointed by the Issuer as paying agent with respect to the Bonds. Pursuant to Section 206 hereof, the initial Paying Agent is U.S. Bank Trust Company, National Association of Salt Lake City, Utah. “Person” means natural persons, firms, partnerships, associations, corporations, trusts, public bodies and other entities. “Project Account” means the Project Account established in Section 213 hereof. “Purchaser” means the initial purchaser or purchasers of the Bonds from the Issuer, including, if applicable, the Best Bidder (defined below). “Rating Agencies” means Moody’s, if the Bonds are then rated by Moody’s, Fitch, if the Bonds are then rated by Fitch, and S&P, if the Bonds are then rated by S&P. - 5 - Delegating Bond Resolution “Record Date” means the day that is fifteen (15) days preceding each interest payment date, or if such day is not a business day for the Bond Registrar, the next preceding day that is a business day for the Bond Registrar. “Regulations” means United States Treasury Regulations dealing with the tax-exempt bond provisions of the Code. “S&P” means S&P’s Global Ratings, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer to the Paying Agent. “United States” means the government of the United States of America. “Utah Code” means Utah Code Annotated 1953, as amended. Section 102. Rules of Construction. Unless the context otherwise requires: (a) references to Articles and Sections are to the Articles and Sections of this Bond Resolution; (b) the singular form of any word, including the terms defined in Section 101, includes the plural, and vice versa, and a word of any gender includes all genders; and (c) the terms “hereby,” “hereof,” “hereto,” “herein,” “hereunder” and any similar terms as used in this Bond Resolution refer to this Bond Resolution. Section 103. Authority for Bond Resolution. This Bond Resolution is adopted pursuant to the provisions of the Act. ARTICLE II AUTHORIZATION, TERMS AND ISSUANCE OF BONDS Section 201. Authorization of Bonds, Principal Amount, Designation and Series. In accordance with and subject to the terms, conditions and limitations established by the Act and in the Bond Resolution, a series of federally taxable general obligation bonds of the Issuer is hereby authorized to be issued in the aggregate principal amount of $25,500,000, which shall be designated “Federally Taxable General Obligation Bonds, Series 2023”. If the Designated Officers determine pursuant to Sections 204(b)(i) and 209 hereof that the principal amount to be issued shall be less than $25,500,000, then the principal of such series of bonds shall be limited to the amount so determined by the Designated Officers. Section 202. Purpose. Up to $25,500,000 aggregate principal amount of the Bonds are hereby authorized to be issued under authority of the Act for the purpose of raising money for paying all or a portion of the costs to acquire, improve, renovate and upgrade various parks, trails, - 6 - Delegating Bond Resolution open space and related facilities and recreational amenities throughout Salt Lake City and related infrastructure improvements, as authorized at the Bond Election, and paying certain costs related to the issuance and sale of the Bonds. Section 203. Issue Date. The Bonds shall be dated as of the Closing Date. Section 204. Bond Details; Delegation of Authority. (a) The Bonds shall mature on June 15 of the years and in the principal amounts, and shall bear interest (calculated on the basis of a year of 360 days consisting of twelve 30-day months) from the Closing Date, payable semiannually on June 15 and December 15 of each year at the rates per annum as provided in the Certificate of Determination. (b) There is hereby delegated to the Designated Officers, subject to the limitations contained in the Bond Resolution, the power to determine and effectuate the following with respect to the Bonds and the Designated Officers are hereby authorized to make such determinations and effectuations: (i) the principal amount of the Bonds necessary to accomplish the purposes of the Bonds set forth in Section 202 herein and the aggregate principal amount of the Bonds to be executed and delivered pursuant to Section 209 herein; provided that the aggregate principal amount of the Bonds shall not exceed Twenty-five Million Five Hundred Thousand dollars ($25,500,000); (ii) the maturity date or dates and principal amount of each maturity of the Bonds to be issued; provided, however, that the final maturity of all Bonds shall not be more than twenty-one (21) years after the issuance of the Bonds; (iii) the initial interest payment date and the interest rate or rates of the Bonds, provided, however, that the interest rate or rates to be borne by any Bond shall not exceed six percent (6.00%) per annum; (iv) the sale of the Bonds to the Purchaser and the purchase price to be paid by the Purchaser for the Bonds; provided, however, that the discount from par of the Bonds shall not exceed two percent (2.00%) (expressed as a percentage of the principal amount); (v) the Bonds, if any, to be retired from mandatory sinking fund redemption payments and the dates and the amounts thereof; (vi) the optional redemption date of the Bonds; provided, however, the first optional redemption date shall not be later than ten and a half years from the Closing Date; (vii) the use and deposit of the proceeds of the Bonds; (viii) the method of sale for the Bonds, which sale may be by competitive sale, negotiated underwriting or direct purchase; - 7 - Delegating Bond Resolution (ix) if different than those set forth in Section 205, the denominations for the Bonds and the related provisions regarding a partial redemption; and (x) any other provisions deemed advisable by the Designated Officers not materially in conflict with the provisions of the Bond Resolution. Immediately following (a) the date and time specified in an Official Notice of Bond Sale (attached to the form of the Official Statement attached hereto as Exhibit 2) for the receipt of bids for the purchase of the Bonds or (b) the pricing of the Bonds, the Designated Officers shall obtain such information as they deem necessary to make such determinations as provided above and, in the case the Bonds are sold pursuant to competitive bids, to determine the bid of the responsible bidder that results in the lowest effective interest rate to the Issuer (the “Best Bidder”). Thereupon, the Designated Officers shall make such determinations as provided above, shall (i) award the bid to the Best Bidder or (ii) execute a bond purchase contract, a continuing covenant agreement, term sheet or similar document selling the Bonds or agreeing to sell the Bonds to the Purchaser thereof, as applicable, and shall execute the Certificate of Determination containing such terms and provisions of the Bonds, which execution shall be conclusive evidence of the awarding of such bid to the Best Bidder or selling such Bonds to the Purchaser thereof and the action or determination of the Designated Officers as to the matters stated therein. The provisions of the Certificate of Determination shall be deemed to be incorporated herein. In the case that the Bonds are sold pursuant to competitive bid, if the Designated Officers determine that it is in the best interest of the Issuer, the Designated Officers may (a) waive any irregularity or informality in any bid or in the electronic bidding process; and (b) reject any and all bids for the Bonds. (c) Each Bond shall bear interest from the interest payment date next preceding the date of registration and authentication thereof unless (i) it is registered and authenticated as of an interest payment date, in which event it shall bear interest from the date thereof, or (ii) it is registered and authenticated prior to the first interest payment date, in which event it shall bear interest from its date, or (iii) as shown by the records of the Bond Registrar, interest on the Bonds shall be in default, in which event it shall bear interest from the date to which interest has been paid in full. The Bond Registrar shall insert the date of registration and authentication of each Bond in the place provided for such purpose in the form of Bond Registrar’s certificate of authentication on each Bond. The Bonds shall bear interest on overdue principal at the respective rates provided in the Certificate of Determination. Section 205. Denominations and Numbers. Except as otherwise set forth in the Certificate of Determination, the Bonds shall be issued as fully-registered bonds, without coupons, in the denomination of $5,000 or any whole multiple thereof, not exceeding the amount of each maturity. The Bonds shall be numbered with the letter prefix “R-” and from one (1) consecutively upwards in order of issuance. Section 206. Paying Agent and Bond Registrar. U.S. Bank Trust Company, National Association of Salt Lake City, Utah, is hereby appointed the initial Paying Agent and Bond Registrar for the Bonds. The Issuer may remove any Paying Agent and any Bond Registrar, and any successor thereto, and appoint a successor or successors thereto. The Mayor and the City Recorder are hereby authorized and directed to enter into an agreement or agreements with each - 8 - Delegating Bond Resolution Paying Agent (a “Paying Agent Agreement”), which may establish certain duties and obligations of the Paying Agent and the Issuer, including, without limitation those duties and obligations set forth in Section 502 hereof. Each Paying Agent and Bond Registrar shall signify its acceptance of the duties and obligations imposed upon it by the Bond Resolution by executing and delivering to the Issuer a written acceptance thereof, which written acceptance may be contained in a Paying Agent Agreement. The principal of, and premium, if any, and interest on the Bonds shall be payable in any coin or currency of the United States of America that, at the respective dates of payment thereof, is legal tender for the payment of public and private debts. Principal of and premium, if any, on the Bonds shall be payable when due to the owner of each Bond upon presentation and surrender thereof at the principal corporate trust office of the Paying Agent. Payment of interest on each Bond shall be made to the Person that, as of the Record Date, is the owner of the Bond and shall be made by check or draft mailed to the Person that, as of the Record Date, is the owner of the Bond, at the address of such owner as it appears on the registration books of the Issuer kept by the Bond Registrar, or at such other address as is furnished to the Bond Registrar in writing by such owner on or prior to the Record Date. Section 207. Redemption and Redemption Price; Notice of Redemption. (a) The Bonds shall be subject to redemption prior to maturity, at the election of the Issuer, on the date specified in the Certificate of Determination (the “First Redemption Date”), and on any date thereafter, in whole or in part, from such maturities or parts thereof as shall be selected by the Issuer, upon notice given as provided below, at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption. Bonds maturing on or prior to the First Redemption Date are not subject to optional redemption. (b) The Bonds may be subject to mandatory redemption by operation of sinking fund installments as provided in the Certificate of Determination. If the Bonds are subject to mandatory sinking fund redemption and less than all of the Bonds then outstanding are redeemed in a manner other than pursuant to a mandatory sinking fund redemption, the principal amount so redeemed shall be credited at 100% of the principal amount thereof by the Bond Registrar against the obligation of the Issuer on such mandatory sinking fund redemption dates for the Bonds in such order as directed by the Issuer. (c) If less than all of the Bonds of any maturity are to be redeemed, the particular Bonds or portion of Bonds of such maturity to be redeemed shall be selected at random by the Bond Registrar in such manner as the Bond Registrar in its discretion may deem fair and appropriate. Except as otherwise set forth in the Certificate of Determination, the portion of any registered Bond of a denomination of more than $5,000 to be redeemed will be in the principal amount of $5,000 or a whole multiple thereof, and in selecting portions of such Bonds for redemption, the Bond Registrar will treat each such Bond as representing that number of Bonds of $5,000 denomination that is obtained by dividing the principal amount of such Bond by $5,000. (d) Notice of redemption shall be given by the Bond Registrar by registered or certified mail, not less than thirty (30) nor more than forty-five (45) days prior to the redemption date, to the owner of each Bond that is subject to redemption, at the address of such owner as it appears in the registration books of the Issuer kept by the Bond Registrar, or at such other address as is furnished to the Bond Registrar in writing by such owner. Each notice of redemption shall state - 9 - Delegating Bond Resolution the principal amount, the redemption date, the place of redemption, the redemption price and, if less than all of the Bonds are to be redeemed, the distinctive numbers of the Bonds or portions of Bonds to be redeemed, and shall also state that the interest on the Bonds in such notice designated for redemption shall cease to accrue from and after such redemption date and that on the redemption date there will become due and payable on each of the Bonds to be redeemed the principal thereof and interest accrued thereon to the redemption date. Each notice of optional redemption may further state that such redemption shall be conditional upon the receipt by the Paying Agent, on or prior to the date fixed for such redemption, of moneys sufficient to pay the principal of and premium, if any, and interest on such Bonds to be redeemed and that if such moneys shall not have been so received said notice shall be of no force and effect and the Issuer shall not be required to redeem such Bonds. In the event that such notice of redemption contains such a condition and such moneys are not so received, the redemption shall not be made and the Bond Registrar shall within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such moneys were not so received. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the owner receives such notice. Failure to give such notice or any defect therein with respect to any Bond shall not affect the validity of the proceedings for redemption with respect to any other Bond. (e) In addition to the foregoing notice under subsection (d) above, further notice of such redemption shall be given by the Bond Registrar as set out below, but no defect in such further notice nor any failure to give all or any portion of such further notice shall in any manner affect the validity of a call for redemption if notice thereof is given as prescribed above. (i) Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (A) the CUSIP numbers of all Bonds being redeemed; (B) the date of issue of the Bonds as originally issued; (C) the rate of interest borne by each Bond being redeemed; (D) the maturity date of each Bond being redeemed; and (E) any other descriptive information needed to identify accurately the Bonds being redeemed. (ii) Each further notice of redemption shall be sent at least thirty-five (35) days before the redemption date to DTC in accordance with the operating procedures then in effect for DTC, and to all other registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds designated to the Bond Registrar by the Issuer, to the Rating Agencies and to any other nationally recognized information services as designated by the Issuer to the Bond Registrar. (f) If notice of redemption shall have been given as described above and the condition described in Section 207(d) hereof, if any, shall have been met, the Bonds or portions thereof specified in said notice shall become due and payable at the applicable redemption price on the redemption date therein designated, and if, on the redemption date, moneys for the payment of the redemption price of all the bonds to be redeemed, together with interest to the redemption date, shall be available for such payment on said date, then from and after the redemption date interest on such bonds shall cease to accrue and become payable. - 10 - Delegating Bond Resolution (g) Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number or numbers identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. (h) The Bond Registrar shall also give any notice of the “defeasance” or redemption of the Bonds that may be required by the Continuing Disclosure Undertaking provided that the Issuer shall provide to the Bond Registrar any documents or other information that the Bond Registrar requests to provide such notice. Section 208. Issuance, Sale and Delivery of Bonds. Under authority of the Act, the Bonds shall be issued by the Issuer for the purposes set forth in Section 202 hereof. The Bonds shall be delivered to the Purchaser and the proceeds of sale thereof applied as provided in Section 210 hereof. Section 209. Execution of Bonds. The Bonds shall be executed on behalf of the Issuer by the Mayor and attested and countersigned by the City Recorder (the signatures of the Mayor and City Recorder being either manual or by facsimile, including electronic signatures) and the official seal of the Issuer or a facsimile thereof shall be impressed or printed thereon in an aggregate principal amount necessary to accomplish the purpose of the Bonds specified in Section 202 herein; provided that the aggregate principal amount of the Bonds shall not exceed $25,500,000. The use of such manual or facsimile signatures, including electronic signatures, of the Mayor and the City Recorder and such facsimile or impression of the official seal of the Issuer on the Bonds are hereby authorized, approved and adopted by the Issuer as the authorized and authentic execution, attestation, countersignature and sealing of the Bonds by said officials on behalf of the Issuer. The Bonds shall then be delivered to the Bond Registrar for manual authentication by it. Only such of the Bonds as shall bear thereon a certificate of authentication, manually executed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of the Bond Resolution, and such certificate of the Bond Registrar shall be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered under, and are entitled to the benefits of, this Bond Resolution and that the owner thereof is entitled to the benefits of this Bond Resolution. The certificate of authentication of the Bond Registrar on any Bond shall be deemed to have been executed by it if (i) such Bond is signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder or that all of the Bonds hereunder be authenticated by the same Bond Registrar, and (ii) the date of registration and authentication of the Bond is inserted in the place provided therefor on the certificate of authentication. The Mayor and the City Recorder are authorized to execute, countersign, attest and seal from time to time, in the manner described above, Bonds (the “Exchange Bonds”) to be issued and delivered for the purpose of effecting transfers and exchanges of Bonds pursuant to Article III hereof. At the time of the execution, countersigning, attestation and sealing of the Exchange Bonds by the Issuer, the payee, principal amount, maturity and interest rate may be in blank. Upon any transfer or exchange of Bonds pursuant to Article III hereof, the Bond Registrar shall cause to be inserted in appropriate Exchange Bonds the appropriate payee, principal amount, maturity and interest rate. The Bond Registrar is hereby authorized and directed to hold the Exchange Bonds - 11 - Delegating Bond Resolution and to complete, authenticate and deliver the Exchange Bonds for the purpose of effecting transfers and exchanges of Bonds; provided that any Exchange Bonds authenticated and delivered by the Bond Registrar shall bear the same series, maturity and interest rate as Bonds delivered to the Bond Registrar for exchange or transfer and shall bear the name of such payee as the Bondowner requesting an exchange or transfer shall designate; and provided further that upon the delivery of any Exchange Bonds by the Bond Registrar a like principal amount of Bonds submitted for transfer or exchange, and of like series and having like maturity dates and interest rates, shall be canceled. The execution, countersignature, attestation and sealing by the Issuer and delivery to the Bond Registrar of any Exchange Bond shall constitute full and due authorization of such Bond containing such payee, principal amount, maturity and interest rate as the Bond Registrar shall cause to be inserted, and the Bond Registrar shall thereby be authorized to authenticate and deliver such Exchange Bond in accordance with the provisions hereof. In case any officer whose signature or a facsimile of whose signature shall appear on any Bond (including any Exchange Bond) shall cease to be such officer before the issuance or delivery of such Bond, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until such issuance or delivery, respectively. Section 210. Delivery of the Bonds; Application of Proceeds. The City Treasurer is hereby authorized and instructed to make delivery of the Bonds to the Purchaser and to receive payment therefor in accordance with the terms of sale and to set the proceeds of sale of the Bonds aside for deposit into the Project Account to be used for the purpose for which the Bonds are issued as set forth in Section 202 hereof. Section 211. Disclosure Agreements. If necessary, the Mayor is hereby authorized, empowered and directed to execute and deliver, and the City Recorder to seal, countersign and attest, the Continuing Disclosure Agreement and the related Dissemination Agency Agreement (collectively, the “Disclosure Agreements”) in substantially the same form as now before the Issuer and attached hereto as Exhibits 1 and 5, or with such changes therein as the Mayor shall approve, with the execution thereof by the Mayor to constitute conclusive evidence of the approval of such changes. When the Disclosure Agreements are executed and delivered on behalf of the Issuer as herein provided, the Disclosure Agreements will be binding on the Issuer and the officers, employees and agents of the Issuer, and the officers, employees and agents of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Disclosure Agreements as executed. Notwithstanding any other provision of this Bond Resolution, the sole remedies for failure to comply with the Continuing Disclosure Undertaking shall be the ability of the beneficial owner of any Bond to seek mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under the Continuing Disclosure Undertaking. Section 212. Further Authority. The Mayor, the City Treasurer and the City Recorder and other officers of the Issuer are, and each of them is, hereby authorized to do or perform all such acts and to execute all such certificates, documents and other instruments as may be necessary or advisable to provide for the issuance, sale, registration and delivery of the Bonds and to fulfill the - 12 - Delegating Bond Resolution obligations of the Issuer hereunder and thereunder, including any documents or agreement selling the Bonds or agreeing to sell the Bonds to the Purchaser. Section 213. Establishment of Accounts. (a) The following accounts on the accounting records of the Issuer are hereby created, which are to be held as follows: (i) Bond Account, to be held by the Issuer; (ii) Depository Account, to be held by the Paying Agent; and (iii) Project Account, to be held by the Paying Agent. (b) Pending application for the purposes contemplated hereby, moneys on deposit in the Bond Account, Depository Account and Project Account shall be invested as permitted by law in investments approved by the City Treasurer or other authorized officer of the Issuer. (c) Amounts held in the Project Account shall be held by the Paying Agent and shall be disbursed by the Paying Agent to the Issuer upon receipt of a written request of the City Treasurer or any other authorized officer of the Issuer. ARTICLE III TRANSFER AND EXCHANGE OF BONDS; BOND REGISTRAR Section 301. Transfer of Bonds. (a) Any Bond may, in accordance with its terms, be transferred, upon the registration books kept by the Bond Registrar pursuant to Section 303 hereof, by the Person in whose name it is registered, in person or by such owner’s duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Bond Registrar. No transfer shall be effective until entered on the registration books kept by the Bond Registrar. The Issuer, the Bond Registrar and the Paying Agent may treat and consider the Person in whose name each Bond is registered in the registration books kept by the Bond Registrar as the holder and absolute owner thereof for the purpose of receiving payment of, or on account of, the principal or redemption price thereof and interest due thereon and for all other purposes whatsoever. (b) Whenever any Bond or Bonds shall be surrendered for transfer, the Bond Registrar shall authenticate and deliver a new fully-registered Bond or Bonds (which may be an Exchange Bond or Bonds pursuant to Section 209 hereof) of the same series, designation, maturity and interest rate and of authorized denominations duly executed by the Issuer, for a like aggregate principal amount. The Bond Registrar shall require the payment by the Bondowner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer. With respect to each Bond, no such transfer shall be required to be made after the Record Date or after notice of redemption has be given by the Bond Registrar. (c) The Bond Registrar shall not be required to register the transfer of or exchange any Bond selected for redemption, in whole or in part, except the unredeemed portion of Bonds being - 13 - Delegating Bond Resolution redeemed in part. Upon surrender of any Bond redeemed in part only, the Issuer shall execute, and the Bond Registrar shall authenticate and deliver to the Bondowner at the expense of the Issuer, a new Bond or Bonds (which may be an Exchange Bond or Bonds pursuant to Section 209 hereof) of the same series, designation, maturity and interest rate and of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bond surrendered. Section 302. Exchange of Bonds. Bonds may be exchanged at the principal corporate trust office of the Bond Registrar for a like aggregate principal amount of fully-registered Bonds (which may be an Exchange Bond or Bonds pursuant to Section 209 hereof) of the same series, designation, maturity and interest rate of other authorized denominations. The Bond Registrar shall require the payment by the Bondowner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. With respect to each Bond, no such exchange shall be required to be made after the Record Date or after notice of redemption has be given by the Bond Registrar. Section 303. Bond Registration Books. This Bond Resolution shall constitute a system of registration within the meaning and for all purposes of the Registered Public Obligations Act, Chapter 7 of Title 15 of the Utah Code. The Bond Registrar shall keep or cause to be kept, at its principal corporate trust office, sufficient books for the registration and transfer of the Bonds, which shall at all times be open to inspection by the Issuer; and, upon presentation for such purpose, the Bond Registrar shall, under such reasonable regulations as it may prescribe, register, or transfer or cause Bonds to be registered or transferred on those books as herein provided. Section 304. List of Bondowners. The Bond Registrar shall maintain a list of the names and addresses of the owners of all Bonds and upon any transfer shall add the name and address of the new Bondowner and eliminate the name and address of the transferor Bondowner. Section 305. Duties of Bond Registrar. If requested by the Bond Registrar, the Mayor and the City Recorder are authorized to execute the Bond Registrar’s standard form of agreement between the Issuer and the Bond Registrar with respect to the compensation, obligations and duties of the Bond Registrar hereunder, which may include the following: (a) to act as bond registrar, authenticating agent, paying agent and transfer agent as provided herein; (b) to maintain a list of Bondowners as set forth herein and to furnish such list to the Issuer upon request, but otherwise to keep such list confidential; (c) to give notice of redemption of Bonds as provided herein; (d) to cancel and/or destroy Bonds that have been paid at maturity or upon earlier redemption or submitted for exchange or transfer; (e) to furnish the Issuer at least annually a certificate with respect to Bonds cancelled and/or destroyed; - 14 - Delegating Bond Resolution (f) to furnish to the Issuer, at its request, at least annually an audit confirmation of Bonds paid, Bonds outstanding and payments made with respect to interest on the Bonds; and (g) to comply with all applicable provisions of DTC’s operational arrangements, as provided in Section 402 hereof. ARTICLE IV BOOK-ENTRY SYSTEM; LIMITED OBLIGATION OF ISSUER; LETTER OF REPRESENTATIONS Section 401. Book-Entry System; Limited Obligation of Issuer. (a) The Bonds shall be initially issued in the form of a separate, single, certificated, fully-registered Bond for each of the maturities set forth in the Certificate of Determination. If the Bonds are publicly offered the provisions relating to DTC’s book-entry system shall apply and upon initial issuance, the ownership of each such Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede, as nominee of DTC. Except as provided in Section 403 hereof, all of the outstanding Bonds shall be registered in the registration books kept by the Bond Registrar in the name of Cede, as nominee of DTC. (b) With respect to Bonds registered in the registration books kept by the Bond Registrar in the name of Cede, as nominee of DTC, the Issuer, the Bond Registrar and the Paying Agent shall have no responsibility or obligation to any Participant or to any Person on behalf of which such a Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer, the Bond Registrar and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other Person, other than a Bondowner, as shown in the registration books kept by the Bond Registrar, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other Person, other than a Bondowner, as shown in the registration books kept by the Bond Registrar, of any amount with respect to the principal of or premium, if any, or interest on the Bonds. The Issuer, the Bond Registrar and the Paying Agent may treat and consider the Person in whose name each Bond is registered in the registration books kept by the Bond Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, for the purpose of giving notices of redemption and for all other purposes whatsoever. The Paying Agent shall pay all principal of and premium, if any, and interest on the Bonds only to the respective Bondowners, as shown in the registration books kept by the Bond Registrar, or their respective attorneys duly authorized in writing, as provided in Section 206 hereof, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to payment of principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No Person other than a Bondowner, as shown in the registration books kept by the Bond Registrar, shall receive a certificated Bond evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest pursuant to the Bond Resolution. - 15 - Delegating Bond Resolution (c) Upon delivery by DTC to the Issuer of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the provisions herein with respect to Record Dates, the word “Cede” in this Bond Resolution shall refer to such new nominee of DTC; and upon receipt of such a notice the Issuer shall promptly deliver a copy of the same to the Bond Registrar and the Paying Agent. Section 402. Letter of Representations. The Issuer’s prior execution and delivery of the Letter of Representations shall not in any way limit the provisions of Section 401 hereof or in any other way impose upon the Issuer any obligation whatsoever with respect to Persons having interests in the Bonds other than the Bondowners, as shown on the registration books kept by the Bond Registrar. In the written acceptance of each Paying Agent and Bond Registrar referred to in Section 206 hereof, such Paying Agent and Bond Registrar, respectively, shall agree to take all action necessary for all of DTC’s operational arrangements pertaining to the Paying Agent and Bond Registrar, respectively, to at all times be complied with. Section 403. Transfers Outside Book-Entry System. If the Bonds are sold pursuant to a direct placement, at the option of the Issuer or upon receipt by the Issuer of written notice from DTC that DTC is unable or unwilling to discharge its responsibilities, and no substitute depository willing to undertake the functions of DTC hereunder can be found that is willing and able to undertake such functions upon reasonable and customary terms, the Bonds shall no longer be restricted to being registered in the registration books kept by the Bond Registrar in the name of Cede, as nominee of DTC, but may be registered in whatever name or names Bondowners transferring or exchanging Bonds shall designate, in accordance with the provisions of Article III hereof. Section 404. Payments to Cede. Notwithstanding any other provision of this Bond Resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Letter of Representations. ARTICLE V COVENANTS AND UNDERTAKINGS Section 501. Covenants of Issuer. All covenants, statements, representations and agreements contained in the Bonds and all recitals and representations in the Bond Resolution are hereby considered and understood, and it is hereby confirmed that all such covenants, statements, representations and agreements are the covenants, statements, representations and agreements of the Issuer. Section 502. Levy of Taxes; Bond Account. The Issuer covenants and agrees that to pay the interest falling due on the Bonds as the same becomes due, and also to provide a sinking fund for the payment of the principal of the Bonds at maturity, there shall be levied on all taxable property in the Issuer in addition to all other taxes, a direct annual tax sufficient to pay the interest on the Bonds and to pay and retire the same. These taxes when collected shall be applied solely - 16 - Delegating Bond Resolution for the purpose of the payment of the interest on and principal of the Bonds, respectively, and for no other purpose whatsoever until the indebtedness so contracted under the Bond Resolution, principal and interest, shall have been fully paid, satisfied and discharged, but nothing herein contained shall be so construed as to prevent the Issuer from applying any other funds that may be in the Issuer’s treasury and available for that purpose to the payment of such interest and principal as the same respectively become due and mature. The levy or levies herein provided for may thereupon be diminished to that extent. The sums herein provided for to meet the interest on the Bonds and to discharge the principal thereof when due are hereby appropriated for that purpose, and the required amount for each year shall be included by the Issuer in its annual budget and its statement and estimate as certified to the County Council of Salt Lake County, Utah, in each year. Principal or interest falling due at any time when there shall not be available from the proceeds of the levies described in this Section money sufficient for the payment thereof shall, to the extent of such deficiency, be paid from other funds of the Issuer available for such purpose, and such other funds shall be reimbursed when the proceeds of such levies become available. The taxes or other funds that are referenced in the foregoing paragraph and that are to be used to pay the principal of or interest on the Bonds shall be deposited into the Bond Account. On or prior to the business day next preceding each principal or interest payment date for the Bonds, the Issuer shall transfer from the Bond Account to the Paying Agent for deposit into the Depository Account an amount sufficient to pay principal of and interest on the Bonds on such payment date. On each principal or interest payment date, the Paying Agent shall pay out of the Depository Account the principal of or interest on the Bonds then coming due. Moneys remaining on deposit in the Bond Account immediately after each such payment date, including any investment earnings thereon earned during the period of such deposit, shall be immediately withdrawn from the Bond Account by the Issuer and commingled with the general funds of the Issuer. Moneys remaining on deposit in the Depository Account immediately after each such payment date, including any investment earnings thereon earned during the period of such deposit, shall be immediately withdrawn from the Depository Account by the Paying Agent and paid to the Issuer and commingled with the general funds of the Issuer. The Bond Account and the Depository Account have been established primarily to achieve a proper matching of revenues and debt service on the Bonds. The Bond Account and the Depository Account shall be depleted at least once each year by the Issuer, except for a reasonable carryover amount not to exceed the greater of one year’s earnings on the Bond Account or one-twelfth of the annual debt service on the Bonds. ARTICLE VI FORM OF BONDS Section 601. Form of Bonds. Each fully-registered Bond shall be, respectively, in substantially the following form, with such insertions or variations as to any redemption or amortization provisions and such other insertions or omissions, endorsements and variations as may be required (including, but not limited to, such changes as may be necessary if the Bonds at any time are no longer held in book-entry form as permitted by Section 403 hereof: - 17 - Delegating Bond Resolution [FORM OF BOND] _______________________________________ [Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] _______________________________________ Registered Registered UNITED STATES OF AMERICA STATE OF UTAH SALT LAKE COUNTY SALT LAKE CITY, UTAH FEDERALLY TAXABLE GENERAL OBLIGATION BOND SERIES 2023 Number R-____ $___________ INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP: ________% June 15, ____ __________, 2023 _________ REGISTERED OWNER: _________________________ PRINCIPAL AMOUNT: ------------------------------------- DOLLARS ------------------------------------------ KNOW ALL MEN BY THESE PRESENTS that Salt Lake City, Utah (the “Issuer”), a duly organized and existing municipal corporation and a political subdivision of the State of Utah, acknowledges itself indebted and for value received hereby promises to pay to the registered owner identified above, or registered assigns, on the maturity date identified above, upon presentation and surrender hereof, the principal amount identified above (the “Principal Amount”), and to pay the registered owner hereof interest on the balance of the Principal Amount from time to time remaining unpaid from the interest payment date next preceding the date of registration and authentication of this Bond, unless this Bond is registered and authenticated as of an interest payment date, in which event this Bond shall bear interest from such interest payment date, or unless this Bond is registered and authenticated prior to the first interest payment date, in which event this Bond shall bear interest from the dated date identified above (the “Dated Date”), or unless, as shown by the records of the hereinafter referred to Bond Registrar, interest on the - 18 - Delegating Bond Resolution hereinafter referred to Bonds shall be in default, in which event this Bond shall bear interest from the date to which interest has been paid in full, at the interest rate per annum (calculated on the basis of a year of 360 days consisting of twelve 30-day months) identified above (the “Interest Rate”), payable semiannually on June 15 and December 15 in each year, commencing December 15, 2023, until payment in full of the Principal Amount, except as the provisions set forth in the hereinafter defined Bond Resolution with respect to redemption prior to maturity may become applicable hereto. This Bond shall bear interest on overdue principal at the Interest Rate. Principal of and premium, if any, on this Bond shall be payable upon presentation and surrender hereof at the principal corporate trust office of U.S. Bank Trust Company, National Association, of Salt Lake City, Utah, as Paying Agent for the Bonds, or at the principal corporate trust office of any successor who is at the time the Paying Agent of the Issuer, in any coin or currency of the United States of America that at the time of payment is legal tender for the payment of public and private debts; and payment of the interest hereon shall be made to the registered owner hereof and shall be paid by check or draft mailed to the person who is the registered owner of record on the Record Date. This Bond is one of the Federally Taxable General Obligation Bonds, Series 2023 of the Issuer (the “Bonds”), limited to the aggregate principal amount of $__________, dated as of the Dated Date, issued under and by virtue of the Local Government Bonding Act, Chapter 14 of Title 11, Utah Code Annotated 1953, as amended (the “Utah Code”) and the Registered Public Obligations Act, Chapter 7 of Title 15 of the Utah Code (collectively, the “Act”), and under and pursuant to a resolution of the Issuer adopted on June 13, 2023, including as a part of such resolution that certain Certificate of Determination, dated __________, 2023 (the “Bond Resolution”), after having been authorized at an election held on November 8, 2022, in Salt Lake City, Utah by a vote of the qualified electors thereof, for the purpose of, among other things, paying all or a portion of the costs to acquire, improve, renovate and upgrade various parks, trails, open space and related facilities and recreational amenities. U.S. Bank Trust Company, National Association of Salt Lake City, Utah, is the initial bond registrar and paying agent of the Issuer with respect to the Bonds. This bond registrar and paying agent, together with any successor bond registrar or paying agent, are referred to herein, respectively, as the “Bond Registrar” and the “Paying Agent.” The Issuer covenants and is by law required to levy annually a sufficient tax to pay interest on this Bond as it falls due and also to constitute a sinking fund for the payment of the principal hereof as the same falls due. This Bond is transferable, as provided in the Bond Resolution, only upon the books of the Issuer kept for that purpose at the principal corporate trust office of the Bond Registrar, by the registered owner hereof in person or by such owner’s attorney duly authorized in writing. Such transfer shall be made upon surrender of this Bond, together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or such duly authorized attorney and upon the payment of the charges prescribed in the Bond Resolution, and thereupon the Issuer shall issue in the name of the transferee a new registered Bond or Bonds of authorized denominations of the same aggregate principal amount, series, designation, maturity and interest rate as the surrendered Bond, all as provided in the Bond Resolution. No transfer of this Bond - 19 - Delegating Bond Resolution shall be effective until entered on the registration books kept by the Bond Registrar. The Issuer, the Bond Registrar and the Paying Agent may treat and consider the person in whose name this Bond is registered on the registration books kept by the Bond Registrar as the holder and absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes whatsoever, and neither the Issuer, the Bond Registrar nor the Paying Agent shall be affected by any notice to the contrary. The Bonds are issuable solely in the form of registered Bonds in the denomination of $5,000 or any whole multiple thereof. The Bonds are subject to redemption prior to maturity as further described in the Bond Resolution. Except as otherwise provided herein and unless the context clearly indicates otherwise, words and phrases used herein shall have the same meanings as such words and phrases in the Bond Resolution. This Bond and the issue of Bonds of which it is a part are issued in conformity with and after full compliance with the Constitution of the State of Utah and pursuant to the provisions of the Act and all other laws applicable thereto. It is hereby certified and recited that all conditions, acts and things required by the Constitution or laws of the State of Utah and by the Act and the Bond Resolution to exist, to have happened or to have been performed precedent to or in connection with the issuance of this Bond exist, have happened and have been performed and that the issue of Bonds, together with all other indebtedness of the Issuer, is within every debt and other limit prescribed by the Constitution and laws referenced above, and that the full faith and credit of the Issuer are hereby irrevocably pledged to the punctual payment of the principal of and interest on this Bond according to its terms. This Bond shall not be valid until the Certificate of Authentication hereon shall have been manually signed by the Bond Registrar. - 20 - Delegating Bond Resolution IN WITNESS WHEREOF, SALT LAKE CITY, UTAH, has caused this Bond to be signed in its name and on its behalf by its Mayor and countersigned and attested by its City Recorder and has caused its official seal or a facsimile thereof to be impressed or imprinted hereon, all as of the Dated Date. SALT LAKE CITY, UTAH By ____________________________________ Mayor [SEAL] ATTEST AND COUNTERSIGN: By__________________________________ City Recorder APPROVED AS TO FORM By ____________________________________ Senior City Attorney - 21 - Delegating Bond Resolution [FORM OF BOND REGISTRAR’S CERTIFICATE OF AUTHENTICATION] This Bond is one of the Bonds described in the within-mentioned Bond Resolution and is one of the Federally Taxable General Obligation Bonds, Series 2023 of Salt Lake City, Utah. U.S. Bank Trust Company, National Association, as Bond Registrar By ____________________________________ Authorized Officer Date of registration and authentication: _____________, 2023. Bond Registrar and Paying Agent: U.S. Bank Trust Company, National Association 170 South Main Street, Suite 200 Salt Lake City, Utah 84101 - 22 - Delegating Bond Resolution [FORM OF ASSIGNMENT] The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM — as tenants in common TEN ENT — as tenants by the entirety JT TEN — as joint tenants with right of survivorship and not as tenants in common UNIF TRAN MIN ACT— _______ Custodian _______ (Cust) (Minor) under Uniform Transfers to Minors Act of _________________________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee ____________________ (Please Print or Typewrite Name and Address of Assignee) the within Bond of SALT LAKE CITY, UTAH, and hereby irrevocably constitutes and appoints ___ ______________________________________________________________________________ attorney to register the transfer of the Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: ______________________ SIGNATURE: ____________________________ SIGNATURE GUARANTEED: _______________________________ NOTICE: Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Bond Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Bond Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Act of 1934, as amended. NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. - 23 - Delegating Bond Resolution ARTICLE VII MISCELLANEOUS Section 701. Final Official Statement. The Official Statement of the Issuer is hereby authorized in substantially the form attached hereto as Exhibit 2, with such changes, omissions, insertions and revisions as the Mayor shall deem advisable, including the completion thereof with the information established at the time of the sale of the Bonds by the Designated Officers and set forth in the Certificate of Determination. The Mayor shall sign and deliver such Official Statement to the Purchaser for distribution to prospective purchasers of the Bonds and other interested persons. The approval of the Mayor of any such changes, omissions, insertions and revisions shall be conclusively established by the Mayor’s execution of the Official Statement. Section 702. Preliminary Official Statement Deemed Final. The use and distribution of the Official Statement in preliminary form (the “Preliminary Official Statement”), in substantially the form presented at this meeting and in the form attached hereto as Exhibit 2, is hereby authorized and approved, with such changes, omissions, insertions and revisions as the City Treasurer shall deem advisable. The Mayor, the City Treasurer and the City Recorder are, and each of them is, hereby authorized to do or perform all such acts and to execute all such certificates, documents and other instruments as may be necessary or advisable to deem final the Preliminary Official Statement within the meaning and for purposes of paragraph (b)(1) of Rule 15c2-12 of the Securities and Exchange Commission, subject to completion thereof with the information established at the time of the sale of the Bonds. The Mayor, the City Treasurer and the City Recorder are, and each of them is, hereby authorized to do or perform all such acts and to execute all such certificates, documents and other instruments as may be necessary or advisable to provide for the issuance, sale and delivery of the Bonds, and any actions taken thereby for purposes of deeming the Official Statement to be final for purposes of Rule 15c2-12 of the Securities and Exchange Commission are hereby authorized, ratified and confirmed. Section 703. Notice of Bonds to be Issued. In accordance with the provisions of Sections 11-14-316 and 45-1-101 of the Utah Code and as a Class A notice under the provisions of Section 63G-30-102 of the Utah Code, the City Recorder shall publish a “Notice of Bonds to be Issued,” in substantially the form attached hereto as Exhibit 4, by (a) publishing a copy of the Notice of Bonds on (i) the Utah Public Notice Website, (ii) the Salt Lake City Public Notice Webpage and (iii) the Utah Legal Notices website (www.utahlegals.com) described in Section 45- 1-101 of the Utah Code; and (b) posting the Notice of Bonds in a public location within the City & County Building, Plaza 349 and the Main Library. The City Recorder shall cause a copy of this Resolution (together with all exhibits) to be kept on file electronically and at 451 South State Street, Room 415, Salt Lake City, Utah, in the City Recorder’s office 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. For a period of thirty (30) days from and after publication of the Notice of Bonds to be Issued, any person in interest shall have the right to contest the legality of this Bond Resolution or the Bonds hereby authorized or any provision made for the security and payment of the Bonds. After such time, no one shall have any cause of action to contest the regularity, formality or legality - 24 - Delegating Bond Resolution of this Bond Resolution or the Bonds or any provision made for the security and payment of the Bonds for any cause. Section 704. Ratification. All proceedings, resolutions and actions of the Issuer and its officers taken in connection with the sale and issuance of the Bonds are hereby ratified, confirmed and approved, including, without limitation, the publication of the notice of sale for the Bonds as set out in the preambles hereto. Section 705. Severability. It is hereby declared that all parts of this Bond Resolution are severable, and if any section, paragraph, clause or provision of this Bond Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of any such section, paragraph, clause or provision shall not affect the remaining sections, paragraphs, clauses or provisions of this Bond Resolution. Section 706. Conflict. All resolutions, orders and regulations or parts thereof heretofore adopted or passed that are in conflict with any of the provisions of this Bond Resolution are, to the extent of such conflict, hereby repealed. Section 707. Captions. The table of contents and captions or headings herein are for convenience of reference only and in no way define, limit or describe the scope or intent of any provisions or sections of this Bond Resolution. Section 708. Effective Date. This Bond Resolution shall take effect immediately. (Signature page follows.) - 25 - Delegating Bond Resolution ADOPTED AND APPROVED June 13, 2023. SALT LAKE CITY, UTAH By ____________________________________ Chair, City Council [SEAL] ATTEST AND COUNTERSIGN: By__________________________________ City Recorder APPROVED: By ____________________________________ Mayor APPROVED AS TO FORM: By ____________________________________ Senior City Attorney Exhibit 1 Delegating Bond Resolution EXHIBIT 1 [ATTACH FORM OF CONTINUING DISCLOSURE UNDERTAKING] Exhibit 2 Delegating Bond Resolution EXHIBIT 2 [ATTACH FORM OF OFFICIAL STATEMENT] Exhibit 3 Delegating Bond Resolution EXHIBIT 3 [ATTACH FORM OF CERTIFICATE OF DETERMINATION] Exhibit 4 - 1 Delegating Bond Resolution EXHIBIT 4 NOTICE OF BONDS TO BE ISSUED NOTICE IS HEREBY GIVEN pursuant to the provisions of Sections 11-14-316, 45-1-101 and 63G-30-102, Utah Code Annotated 1953, as amended, that on June 13, 2023, the City Council of Salt Lake City, Utah (the “City”), adopted a resolution (the “Resolution”) in which it authorized and approved the issuance of its federally taxable general obligation bonds (the “Bonds”), in an aggregate principal amount of not to exceed $25,500,000, to bear interest at a rate or rates of not to exceed 6.00% per annum, to mature over a period not to exceed 21 years from their date or dates and to be sold at a discount from par, expressed as a percentage of the principal amount, of not to exceed 2.00%. Pursuant to the Resolution, the Bonds are to be issued for the purpose of raising money for paying all or a portion of the costs to acquire, improve, renovate and upgrade various parks, trails, open space and related facilities and recreational amenities. The Bonds will be secured by the full faith and credit of the City. The City currently has $_________ par amount of bonds currently outstanding that are secured by the full faith and credit of the City. More detailed information relating to the City’s outstanding bonds can be found in the City’s most recent Comprehensive Financial Reports that are available on the Office of the Utah State Auditor’s website (www.auditor.utah.gov). Assuming a final maturity for the Bonds of approximately 20 years from the date hereof and that the Bonds are issued in an aggregate principal amount of $__________ and are held until maturity, based on the City’s currently expected financing structure and interest rates in effect around the time of publication of this notice, the estimated total cost to the City of the proposed Bonds is $_________. The Bonds are to be issued and sold by the City pursuant to the Resolution. A copy of the Resolution may be examined during regular business hours (8:30 am – 5:00 pm) at the office of the City Recorder, City and County Building, 451 South State Street, Room 415, Salt Lake City, Utah. To request a protected, pdf copy of the Resolution please call (801) 535-7671 or email slcrecorder@slcgov.com. The Resolution shall be so available for inspection for a period of at least 30 days from and after the date of the publication of this notice. NOTICE IS FURTHER GIVEN that pursuant to law for a period of 30 days from and after the date of the publication of this notice, any person in interest shall have the right to contest the legality of the above-described Resolution of the City Council or the Bonds authorized thereby or any provisions made for the security and payment of the Bonds. After such time, no one shall have any cause of action to contest the regularity, formality or legality of the Resolution, the Bonds or the provisions for their security or payment for any cause. Exhibit 4 - 2 Delegating Bond Resolution DATED this 13th day of June, 2023. SALT LAKE CITY, UTAH By ____________________________________ City Recorder [SEAL] Exhibit 5 Delegating Bond Resolution EXHIBIT 5 [ATTACH FORM OF DISSEMINATION AGENCY AGREEMENT] Draft 5/11/23 Continuing Disclosure Agreement v4 8711038/RDB/mo APPENDIX B PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT CONTINUING DISCLOSURE AGREEMENT FOR THE PURPOSE OF PROVIDING CONTINUING DISCLOSURE INFORMATION UNDER PARAGRAPH (b)(5) OF RULE 15C2-12 DATED: __________, 2023 This Continuing Disclosure Agreement (the “Agreement”) is executed and delivered by Salt Lake City, Utah (the “Issuer”) in connection with the issuance of $__________ Federally Taxable General Obligation Bonds, Series 2023 (the “Bonds”). The Bonds are being issued pursuant to a resolution adopted by the City Council of the Issuer on June 13, 2023 (the “Resolution”). In consideration of the issuance of the Bonds by the Issuer and the purchase of such Bonds by the beneficial owners thereof, the Issuer covenants and agrees as follows: Section 1. PURPOSE OF THIS AGREEMENT. This Agreement is executed and delivered by the Issuer as of the date set forth below, for the benefit of the beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with the requirements of the Rule (as defined below). The Issuer represents that it will be the only obligated person with respect to the Bonds at the time the Bonds are delivered to the Participating Underwriter and that no other person is expected to become so committed at any time after issuance of the Bonds. Section 2. DEFINITIONS. The terms set forth below shall have the following meanings in this Agreement, unless the context clearly otherwise requires. “Annual Financial Information” means the financial information and operating data described in Exhibit I. “Annual Financial Information Disclosure” means the dissemination of disclosure concerning Annual Financial Information and the dissemination of the Audited Financial Statements as set forth in Section 4. “Audited Financial Statements” means the audited financial statements of the Issuer prepared pursuant to the standards and as described in Exhibit I. “Commission” means the Securities and Exchange Commission. “Dissemination Agent” means any agent designated as such in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation, and such agent’s successors and assigns. - 2 - Continuing Disclosure Agreement “EMMA” means the MSRB through its Electronic Municipal Market Access system for municipal securities disclosure or through any other electronic format or system prescribed by the MSRB for purposes of the Rule. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Financial Obligation” means (a) a debt obligation, (b) a derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or (c) a guarantee of (a) or (b) in this definition; provided however, the term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. “MSRB” means the Municipal Securities Rulemaking Board. “Participating Underwriter” means each broker, dealer or municipal securities dealer acting as an underwriter in the primary offering of the Bonds. “Reportable Event” means the occurrence of any of the Events with respect to the Bonds set forth in Exhibit II. “Reportable Events Disclosure” means dissemination of a notice of a Reportable Event as set forth in Section 5. “Rule” means Rule 15c2-12 adopted by the Commission under the Exchange Act, as the same may be amended from time to time. “State” means the State of Utah. “Undertaking” means the obligations of the Issuer pursuant to Sections 4 and 5. Section 3. CUSIP NUMBER/FINAL OFFICIAL STATEMENT. The CUSIP Numbers of the Bonds are as follows: JUNE 15 OF THE YEAR CUSIP NUMBER JUNE 15 OF THE YEAR CUSIP NUMBER - 3 - Continuing Disclosure Agreement The Final Official Statement relating to the Bonds is dated __________, 2023 (the “Final Official Statement”). The Issuer will include the CUSIP Number in all disclosure described in Sections 4 and 5 of this Agreement. Section 4. ANNUAL FINANCIAL INFORMATION DISCLOSURE. Subject to Section 8 of this Agreement, the Issuer hereby covenants that it will disseminate its Annual Financial Information and its Audited Financial Statements (in the form and by the dates set forth in Exhibit I) to EMMA in such manner and format and accompanied by identifying information as is prescribed by the MSRB or the Commission at the time of delivery of such information and by such time so that such entities receive the information by the dates specified. MSRB Rule G-32 requires all EMMA filings to be in word-searchable PDF format. This requirement extends to all documents to be filed with EMMA, including financial statements and other externally prepared reports. If any part of the Annual Financial Information can no longer be generated because the operations to which it is related have been materially changed or discontinued, the Issuer will disseminate a statement to such effect as part of its Annual Financial Information for the year in which such event first occurs. If any amendment or waiver is made to this Agreement, the Annual Financial Information for the year in which such amendment or waiver is made (or in any notice or supplement provided to EMMA) shall contain a narrative description of the reasons for such amendment or waiver and its impact on the type of information being provided. Section 5. REPORTABLE EVENTS DISCLOSURE. Subject to Section 8 of this Agreement, the Issuer hereby covenants that it will disseminate in a timely manner (not in excess of ten business days after the occurrence of the Reportable Event) Reportable Events Disclosure to EMMA in such manner and format and accompanied by identifying information as is prescribed by the MSRB or the Commission at the time of delivery of such information. MSRB Rule G-32 requires all EMMA filings to be in word-searchable PDF format. This requirement extends to all documents to be filed with EMMA, including financial statements and other externally prepared reports. Notwithstanding the foregoing, notice of optional or unscheduled redemption of any Bonds or defeasance of any Bonds need not be given under this Agreement any earlier than the notice (if any) of such redemption or defeasance is given to the Bondholders pursuant to the Resolution. Section 6. CONSEQUENCES OF FAILURE OF THE ISSUER TO PROVIDE INFORMATION. The Issuer shall give notice in a timely manner to EMMA of any failure to provide Annual Financial Information Disclosure when the same is due hereunder. In the event of a failure of the Issuer to comply with any provision of this Agreement, the beneficial owner of any Bond may seek mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under this Agreement. The beneficial owners of 25% or more in principal amount of the Bonds outstanding may challenge the adequacy of the information provided under this Agreement and seek specific performance by court order to cause the Issuer to provide the information as required by this Agreement. A default under this Agreement shall not be deemed a default under the Resolution, and the sole remedy under this - 4 - Continuing Disclosure Agreement Agreement in the event of any failure of the Issuer to comply with this Agreement shall be an action to compel performance. Section 7. AMENDMENTS; WAIVER. Notwithstanding any other provision of this Agreement, the Issuer by resolution authorizing such amendment or waiver, may amend this Agreement, and any provision of this Agreement may be waived, if: (a) (i) the amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, including without limitation, pursuant to a “no-action” letter issued by the Commission, a change in law, or a change in the identity, nature, or status of the Issuer, or type of business conducted; or (ii) this Agreement, as amended, or the provision, as waived, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (b) the amendment or waiver does not materially impair the interests of the beneficial owners of the Bonds, as determined by parties unaffiliated with the Issuer (such as Bond Counsel). In the event that the Commission or the MSRB or other regulatory authority shall approve or require Annual Financial Information Disclosure or Reportable Events Disclosure to be made to a central post office, governmental agency or similar entity other than EMMA or in lieu of EMMA, the Issuer shall, if required, make such dissemination to such central post office, governmental agency or similar entity without the necessity of amending this Agreement. Section 8. TERMINATION OF UNDERTAKING. The Undertaking of the Issuer shall be terminated hereunder if the Issuer shall no longer have any legal liability for any obligation on or relating to repayment of the Bonds under the Resolution. The Issuer shall give notice to EMMA in a timely manner if this Section is applicable. Section 9. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. Section 10. ADDITIONAL INFORMATION. Nothing in this Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Agreement or any other means of communication, or including any other information in any Annual Financial Information Disclosure or notice of occurrence of a Reportable Event, in addition to that which is required by this Agreement. If the Issuer chooses to include any information from any document or notice of occurrence of a Reportable Event in addition to that which is specifically required by this Agreement, the Issuer shall have no obligation under this Agreement to update such information or include it in any future disclosure or notice of occurrence - 5 - Continuing Disclosure Agreement of a Reportable Event. If the Issuer is changed, the Issuer shall disseminate such information to EMMA. Section 11. BENEFICIARIES. This Agreement has been executed in order to assist the Participating Underwriter in complying with the Rule; however, this Agreement shall inure solely to the benefit of the Issuer, the Dissemination Agent, if any, and the beneficial owners of the Bonds, and shall create no rights in any other person or entity. Section 12. RECORDKEEPING. The Issuer shall maintain records of all Annual Financial Information Disclosure and Reportable Events Disclosure, including the content of such disclosure, the names of the entities with whom such disclosure was filed and the date of filing such disclosure. Section 13. ASSIGNMENT. The Issuer shall not transfer its obligations under the Resolution unless the transferee agrees to assume all obligations of the Issuer under this Agreement or to execute an Undertaking under the Rule. Section 14. GOVERNING LAW. This Agreement shall be governed by the laws of the State. (Signature page follows.) - 6 - Continuing Disclosure Agreement DATED as of the day and year first above written. SALT LAKE CITY, UTAH By ____________________________________ Mayor Address: 451 South State Street Salt Lake City, Utah 84111 ATTEST AND COUNTERSIGN: By______________________________ City Recorder APPROVED AS TO FORM: By ____________________________________ Senior City Attorney EXHIBIT I Continuing Disclosure Agreement EXHIBIT I ANNUAL FINANCIAL INFORMATION AND TIMING AND AUDITED FINANCIAL STATEMENTS “Annual Financial Information” means financial information and operating data of the type contained in the Official Statement under the following captions: CAPTION PAGE DEBT STRUCTURE OF SALT LAKE CITY, UTAH ........................................................... — Outstanding Debt Issues ..................................................................................... — Overlapping General Obligation Debt ............................................................... — General Obligation Legal Debt Limit and Additional Debt Incurring Capacity FINANCIAL INFORMATION REGARDING SALT LAKE CITY, UTAH .......................... — Sources of General Fund Revenues ................................................................... — Five-Year Financial Summaries ......................................................................... — Taxable and Fair Market Value of Property ...................................................... — Tax Collection Record ....................................................................................... — Some of the Largest Taxpayers in the City ........................................................ All or a portion of the Annual Financial Information and the Audited Financial Statements as set forth below may be included by reference to other documents which have been submitted to EMMA or filed with the Commission. If the information included by reference is contained in a Final Official Statement, the Final Official Statement must be available on EMMA; the Final Official Statement need not be available from the Commission. The Issuer shall clearly identify each such item of information included by reference. Annual Financial Information exclusive of Audited Financial Statements will be submitted to EMMA, not later than 210 days after the end of each fiscal year of the Issuer, beginning with the fiscal year ended June 30, 2023. Audited Financial Statements as described below should be filed at the same time as the Annual Financial Information. If Audited Financial Statements are not available when the Annual Financial Information is filed, unaudited financial statements shall be included. Audited Financial Statements will be prepared pursuant to generally accepted accounting principles applicable to governmental units in general and Utah cities, in particular. Audited Financial Statements will be submitted to EMMA within 30 days after availability to Issuer. If any change is made to the Annual Financial Information as permitted by Section 4 of the Agreement, the Issuer will disseminate a notice of such change as required by Section 4. EXHIBIT II Continuing Disclosure Agreement EXHIBIT II EVENTS WITH RESPECT TO THE BONDS FOR WHICH REPORTABLE EVENTS DISCLOSURE IS REQUIRED 1. Principal and interest payment delinquencies 2. Non-payment related defaults, if material 3. Unscheduled draws on debt service reserves reflecting financial difficulties 4. Unscheduled draws on credit enhancements reflecting financial difficulties 5. Substitution of credit or liquidity providers, or their failure to perform 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security 7. Modifications to the rights of security holders, if material 8. Bond calls, if material, and tender offers 9. Defeasances 10. Release, substitution or sale of property securing repayment of the securities, if material 11. Rating changes 12. Bankruptcy, insolvency, receivership or similar event of the Issuer 13. The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material 15. Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material 16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties  This event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Issuer in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer. DRAFT OF 5/11/23 PRELIMINARY OFFICIAL STATEMENT DATED __________, 2023 ____________________ * Preliminary; subject to change. Official Statement v3—8711038/RDB/mo Th i s P r e l i m i n a r y O f f i c i a l S t a t e m e n t a n d t h e i n f o r m a t i o n c o n t a i n e d h e r e i n a r e s u b j e c t t o c o m p l e t i o n , a m e n d m e n t o r o t h e r c h a n g e w i t h o u t a n y no t i c e . U n d e r n o c i r c u m s t a n c e s s h a l l t h i s P r e l i m i n a r y O f f i c i a l S t a t e m e n t co n s t i t u t e a n o f f e r t o s e l l o r t h e s o l i c i t a t i o n o f a n o f f e r t o b u y , n o r s h a l l t h e r e b e a n y s a l e o f t h e s e s e c u r i t i e s i n a n y ju r i s d i c t i o n i n w h i c h s u c h o f f e r , s o l i c i t a t i o n o r s a l e w ou l d b e u n l a w f u l p r i o r t o r e g i s t r a t i o n o r q u a l i f i c a t i o n un d e r t h e s e c u r i t i e s l a w s o f a n y s u c h j u r i s d i c t i o n NEW ISSUE — Issued in Book-Entry Form Only RATINGS: Moody’s “____” Fitch “____” See “BOND RATINGS” herein. Interest on the Bonds is includible in gross income of the owners thereof for federal income tax purposes. In the opinion of Bond Counsel, under the existing laws of the State of Utah, as presently enacted and construed, interest on the Bonds is exempt from taxes imposed by the Utah Individual Income Tax Act. See “TAX TREATMENT” herein for a more complete discussion. $__________* SALT LAKE CITY, UTAH FEDERALLY TAXABLE GENERAL OBLIGATION BONDS SERIES 2023 DATED: Date of Original Issuance and Delivery DUE: June 15, as shown below The $__________* Federally Taxable General Obligation Bonds, Series 2023 (the “Bonds”), dated the date of original issuance and delivery thereof, are issuable by Salt Lake City, Utah (the “City”) as fully-registered bonds and, when initially issued, will be in book-entry form only, registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Bonds. Principal of and interest on the Bonds (interest payable June 15 and December 15 of each year, commencing December 15, 2023) are payable by U.S. Bank Trust Company, National Association, Salt Lake City, Utah, as Paying Agent, to the registered owners thereof, initially DTC. See “THE BONDS — Book-Entry System” herein. The Bonds are subject to optional redemption prior to maturity as described more fully under the heading “THE BONDS — Redemption Provisions” herein. The Bonds will be general obligations of the City payable from the proceeds of ad valorem taxes to be levied without limitation as to rate or amount on all of the taxable property in the City, fully sufficient to pay the Bonds as to both principal and interest. Maturity Schedule (see inside cover) The Bonds will be awarded pursuant to competitive bidding to be held via the PARITY® electronic bid submission system on __________, __________, 2023, as set forth in the Official Notice of Bond Sale (dated the date of this Preliminary Official Statement). Stifel, Nicolaus & Company, Incorporated, Salt Lake City, Utah, is acting as Municipal Advisor. The Bonds are offered when, as and if issued and received by the successful bidder(s), subject to the approval of legality by Chapman and Cutler LLP, Bond Counsel to the City, and certain other conditions. Certain legal matters will be passed upon for the City by Katherine N. Lewis, City Attorney. Certain legal matters regarding this Official Statement will be passed upon for the City by Chapman and Cutler LLP, Disclosure Counsel. It is expected that the Bonds will be available for delivery, in book-entry form only, through the facilities of DTC on or about __________, 2023. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. This Official Statement is dated __________, 2023 and the information contained herein speaks only as of that date. MATURITY SCHEDULE $__________* SALT LAKE CITY, UTAH FEDERALLY TAXABLE GENERAL OBLIGATION BONDS SERIES 2023 DUE JUNE 15 PRINCIPAL AMOUNT* INTEREST RATE YIELD CUSIP 795574 $ % % ____________________ * Preliminary; subject to change. ** Yield to par call on June 15, 203_. - i - $__________* SALT LAKE CITY, UTAH FEDERALLY TAXABLE GENERAL OBLIGATION BONDS SERIES 2023 Salt Lake City City and County Building 451 South State Street Salt Lake City, Utah 84111 (801) 535-7946 CITY COUNCIL Darin Mano ............................................................................................................................... Council Chair Victoria Petro ................................................................................................................... Council Vice Chair Dan Dugan ........................................................................................................................... Council Member Amy Fowler ......................................................................................................................... Council Member Alejandro Puy ...................................................................................................................... Council Member Analia Valdemoros .............................................................................................................. Council Member Chris Wharton ...................................................................................................................... Council Member CITY ADMINISTRATION Erin J. Mendenhall ................................................................................................................................ Mayor Rachel Otto ............................................................................................................................... Chief of Staff Katherine N. Lewis ................................................................................................................... City Attorney Cindy Lou Trishman ................................................................................................................. City Recorder Marina Scott ............................................................................................................................. City Treasurer BOND COUNSEL INDEPENDENT AUDITORS Chapman and Cutler LLP Eide Bailly LLP 215 South State, Suite 560 5 Triad Center, Suite 600 Salt Lake City, Utah 84111 Salt Lake City, Utah 84180 (801) 533-0066 (801) 532-2200 MUNICIPAL ADVISOR BOND REGISTRAR AND PAYING AGENT Stifel, Nicolaus & Company, Incorporated U.S. Bank Trust Company, National Association 15 West South Temple, Suite 1090 170 South Main Street, Suite 200 Salt Lake City, Utah 84101 Salt Lake City, Utah 84101 (385) 799-7231 (801) 534-6083 * Preliminary; subject to change. - ii - This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. No dealer, broker, salesman or other person has been authorized to give any information or to make any representations other than those contained herein, and if given or made, such other information or representations must not be relied upon as having been authorized by either the City or the successful bidder(s). All information contained herein has been obtained from the City, DTC and from other sources which are believed to be reliable. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor the issuance, sale, delivery or exchange of the Bonds, shall under any circumstance create any implication that there has been no change in the affairs of the City or in any other information contained herein since the date hereof. The Bonds have not been registered under the Securities Act of 1933, as amended, or any state securities laws in reliance upon exemptions contained in such act and laws. Any registration or qualification of the Bonds in accordance with applicable provisions of the securities laws of the states in which the Bonds have been registered or qualified and the exemption from registration or qualification in other states cannot be regarded as a recommendation thereof. Neither the Securities and Exchange Commission nor any state securities commission has passed upon the accuracy or adequacy of this Official Statement. Any representation to the contrary is unlawful. The yields at which the Bonds are offered to the public may vary from the initial offering yields on the inside cover page of this Official Statement. In addition, the successful bidder(s) may allow concessions or discounts from the initial offering prices of the Bonds to dealers and others. In connection with the offering of the Bonds, the successful bidder(s) may engage in transactions that stabilize, maintain, or otherwise affect the price of the Bonds. Such transactions may include overallotments in connection with the purchase of Bonds, the purchase of Bonds to stabilize their market price and the purchase of Bonds to cover the successful bidder(s)’s short positions. Such transactions, if commenced, may be discontinued at any time. Cautionary Statements Regarding Forward–Looking Statements. Certain statements included in this Official Statement constitute “forward–looking statements” within the meaning of the federal securities laws. Such statements are generally identifiable by the terminology used, such as “plan,” “project,” “forecast,” “expect,” “estimate,” “budget” or other similar words. The achievement of certain results or other expectations contained in such forward- looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Except as required by its Continuing Disclosure Agreement for the Bonds, the City does not plan to issue any updates or revisions to those forward-looking statements if or when its expectations change or events, conditions or circumstances on which such statements are based occur. The CUSIP (the Committee on Uniform Securities Identification Procedures) identification numbers are provided on the cover page of this Official Statement and are being provided solely for the convenience of bondholders only, and the Board does not make any representation with respect to such numbers or undertake any responsibility for their accuracy. The CUSIP numbers are subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the Bonds. The information available at the internet sites referenced in this Official Statement has not been reviewed for accuracy or completeness. Such information is not incorporated by reference into this Official Statement and may not be relied upon by investors in determining whether to purchase the Bonds and is not a part of this Official Statement. - iii - TABLE OF CONTENTS PAGE INTRODUCTION .................................................................................................................................1 The Bonds ...............................................................................................................................1 The City ..................................................................................................................................1 Security and Source of Payment .............................................................................................1 Authority and Purpose ............................................................................................................1 Redemption Provisions ...........................................................................................................2 Registration, Denominations and Manner of Payment ...........................................................2 Tax Status................................................................................................................................3 Conditions of Delivery, Anticipated Date, Manner and Place of Delivery ............................3 Basic Documentation ..............................................................................................................3 Contact Persons .......................................................................................................................3 Public Sale/Electronic Bid ......................................................................................................4 THE BONDS .......................................................................................................................................4 General ....................................................................................................................................4 Sources and Uses of Funds .....................................................................................................5 Security and Sources of Payment ...........................................................................................5 Redemption Provisions ...........................................................................................................5 Registration and Transfer ........................................................................................................6 Book-Entry System .................................................................................................................7 Debt Service Requirements ...................................................................................................10 SALT LAKE CITY, UTAH .................................................................................................................10 City Officials .........................................................................................................................10 City Administration ..............................................................................................................11 Employee Workforce and Retirement System; Postemployment Benefits ..........................12 Population .............................................................................................................................12 Property Value of Pre-Authorized Construction in the City .................................................13 Sales and Building in Salt Lake County ...............................................................................13 Income and Wages in Salt Lake County ...............................................................................13 Business and Industry ...........................................................................................................14 Labor Market Data of Salt Lake County...............................................................................16 Rate of Unemployment — Annual Average .........................................................................16 DEBT STRUCTURE OF SALT LAKE CITY, UTAH ...............................................................................17 Outstanding Debt Issues .......................................................................................................17 Debt Service Schedule of Outstanding General Obligation Bonds ......................................18 Future Debt Plans ..................................................................................................................18 Overlapping General Obligation Debt ..................................................................................19 Debt Ratios............................................................................................................................20 General Obligation Legal Debt Limit and Additional Debt Incurring Capacity ..................20 No Defaulted Obligations .....................................................................................................21 FINANCIAL INFORMATION REGARDING SALT LAKE CITY, UTAH ....................................................21 PAGE - iv - Fund Structure; Accounting Basis ........................................................................................21 Financial Controls .................................................................................................................21 Budget and Appropriation Process .......................................................................................22 Insurance Coverage ...............................................................................................................22 Investment Policy..................................................................................................................24 Property Tax Matters ............................................................................................................25 Tax Levy and Collection .......................................................................................................27 Public Hearing on Certain Tax Increases ..............................................................................28 Sources of General Fund Revenues ......................................................................................29 Five-Year Financial Summaries ...........................................................................................29 Historical City Tax Rates ......................................................................................................35 Comparative Property Tax Rates Within Salt Lake County .................................................35 Taxable and Fair Market Value of Property .........................................................................36 Historical Summaries of Taxable Values of Property ..........................................................37 Tax Collection Record ..........................................................................................................38 Some of the Largest Taxpayers in the City ...........................................................................38 Recent Developments ...........................................................................................................38 INVESTMENT CONSIDERATIONS ......................................................................................................39 Climate Change .....................................................................................................................39 Cybersecurity ........................................................................................................................39 TAX TREATMENT ............................................................................................................................39 Federal Income Taxation ......................................................................................................39 Utah Income Taxation...........................................................................................................40 LITIGATION .....................................................................................................................................40 CONTINUING DISCLOSURE ..............................................................................................................40 APPROVAL OF LEGAL PROCEEDINGS ...............................................................................................41 BOND RATINGS ...............................................................................................................................42 MUNICIPAL ADVISOR ......................................................................................................................42 INDEPENDENT AUDITORS ................................................................................................................42 MISCELLANEOUS ............................................................................................................................43 APPENDIX A — SALT LAKE CITY CORPORATION FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2022 ............................................................ A-1 APPENDIX B — FORM OF CONTINUING DISCLOSURE AGREEMENT .........................................B-1 APPENDIX C — PROPOSED FORM OF OPINION OF BOND COUNSEL .........................................C-1 $__________* SALT LAKE CITY, UTAH FEDERALLY TAXABLE GENERAL OBLIGATION BONDS SERIES 2023 INTRODUCTION This introduction is only a brief description of the Bonds, as hereinafter defined, the security and source of payment for the Bonds and certain information regarding Salt Lake City, Utah (the “City”). The information contained herein is expressly qualified by reference to the entire Official Statement. Investors should make a full review of the entire Official Statement. See the following appendices that are attached hereto: “APPENDIX A — SALT LAKE CITY CORPORATION FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2022;” “APPENDIX B — FORM OF CONTINUING DISCLOSURE AGREEMENT” and “APPENDIX C — PROPOSED FORM OF OPINION OF BOND COUNSEL.” THE BONDS This Official Statement, including the cover page, introduction and appendices, provides information in connection with the issuance and sale by the City of its $__________* Federally Taxable General Obligation Bonds, Series 2023 (the “Bonds”), each dated the date of original issuance and delivery thereof, initially issued in book-entry form only. THE CITY The City is a municipal corporation and political subdivision of the State of Utah (the “State”) and is the capital of the State. The City is the most populous city in the State with the 2022 estimated population of ________ residents. The City has a council-mayor form of government. For more information with respect to the City see “SALT LAKE CITY, UTAH.” SECURITY AND SOURCE OF PAYMENT The Bonds will be general obligations of the City, payable from the proceeds of ad valorem taxes to be levied, without limitation as to rate or amount, on all of the taxable property in the City, fully sufficient to pay the Bonds as to both principal and interest. See “THE BONDS — Security and Sources of Payment” and “FINANCIAL INFORMATION REGARDING SALT LAKE CITY, UTAH — Tax Levy and Collection.” AUTHORITY AND PURPOSE The Bonds are being issued pursuant to (a) the Local Government Bonding Act, Chapter 14 of Title 11 (the “Local Government Bonding Act”) of the Utah Code Annotated 1953, as amended * Preliminary; subject to change. - 2 - (the “Utah Code”), the Registered Public Obligations Act, Chapter 7 of Title 15 of the Utah Code, and the applicable provisions of Title 10 of the Utah Code (collectively, the “Act”), (b) Resolution No. __-2023 of the City adopted on June 13, 2023 (the “Resolution”), which provides for the issuance of the Bonds, and (c) other applicable provisions of law. The Bonds were authorized by an affirmative vote of 71.32% of the voters at a special bond election held for that purpose on November 8, 2022. The proposition submitted to the voters was as follows: City Proposition Number 1 Shall Salt Lake City, Utah, be authorized to issue General Obligation Bonds in a principal amount not to exceed $85,000,000 and to mature in no more than 21 years from the date or dates of issuance; such bonds will be issued in accordance with Utah law solely to pay all or a portion of the costs to acquire, improve, renovate and upgrade various parks, trails, open space and related facilities and recreational amenities? The Bonds are the first block of bonds to be issued from the November 8, 2022 voted authorization. The Bonds are also being issued for the purpose of paying certain costs of issuance. See “THE BONDS — Sources and Uses of Funds.” REDEMPTION PROVISIONS The Bonds are subject to optional redemption prior to maturity as described more fully under the heading “THE BONDS — Redemption Provisions” herein. REGISTRATION, DENOMINATIONS AND MANNER OF PAYMENT The Bonds are issuable only as fully-registered bonds and, when initially issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository of the Bonds. Purchases of Bonds will be made in book-entry form only, in the principal amount of $5,000 or any whole multiple thereof, through brokers and dealers who are, or who act through, DTC participants. Beneficial owners of the Bonds will not be entitled to receive physical delivery of bond certificates so long as DTC or a successor securities depository acts as the securities depository with respect to the Bonds. Principal of and interest on the Bonds (interest payable June 15 and December 15 of each year, commencing December 15, 2023) are payable by U.S. Bank Trust Company, National Association, Salt Lake City, Utah, as Paying Agent (the “Paying Agent”), to the registered owners of the Bonds. So long as DTC is the registered owner, it will, in turn, remit such principal and interest to its participants, for subsequent disbursements to the beneficial owners of the Bonds, as described in “THE BONDS — Book-Entry System.” - 3 - TAX STATUS Interest on the Bonds is includible in gross income of the owners thereof for federal income tax purposes. In the opinion of Bond Counsel, under the existing laws of the State, as presently enacted and construed, interest on the Bonds is exempt from taxes imposed by the Utah Individual Income Tax Act. See “TAX TREATMENT” for a more complete discussion. CONDITIONS OF DELIVERY, ANTICIPATED DATE, MANNER AND PLACE OF DELIVERY The Bonds are offered when, as and if issued and received by the successful bidder(s), subject to the approval of legality of the Bonds by Chapman and Cutler LLP, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the City by the City Attorney. Certain legal matters regarding this Official Statement will be passed upon for the City by Chapman and Cutler LLP, Disclosure Counsel. It is expected that the Bonds, in book-entry form only, will be available for delivery through the facilities of DTC on or about __________, __________, 2023. BASIC DOCUMENTATION The “basic documentation,” which includes the Resolution, the closing documents and other documentation authorizing the issuance of the Bonds and establishing the rights and responsibilities of the City and other parties to the transaction, may be obtained from the “contact persons” listed below. CONTACT PERSONS As of the date of this Official Statement, the chief contact person for the City concerning the Bonds is: Marina Scott, City Treasurer 451 South State Street, Room 228 P.O. Box 145462 Salt Lake City, Utah 84114-5462 (801) 535-6565 marina.scott@slcgov.com - 4 - Additional requests for information may be directed to the City’s Municipal Advisor as follows: John Crandall, Managing Director Elizabeth Read, Director Stifel, Nicolaus & Company, Incorporated 15 West South Temple, Suite 1090 Salt Lake City, Utah 84101 (385) 799-7231 crandallj@stifel.com reade@stifel.com PUBLIC SALE/ELECTRONIC BID The Bonds were awarded pursuant to competitive bidding held via the PARITY® electronic bid submission system on __________, __________, 2023, as set forth in the Official Notice of Bond Sale (dated __________, 2023) to _______________ of __________, __________ (the “Purchaser”), at a “true interest rate” of ________%. THE BONDS GENERAL The Bonds will be dated the date of original issuance and delivery thereof and will mature on June 15 of the years and in the amounts as set forth on the inside cover page of this Official Statement. The Bonds will bear interest from their date at the rates set forth on the cover page of this Official Statement. Interest on the Bonds is payable semiannually on each June 15 and December 15, commencing December 15, 2023. Interest on the Bonds will be computed on the basis of a 360-day year of twelve 30-day months. U.S. Bank Trust Company, National Association, Salt Lake City, Utah, is the Bond Registrar for the Bonds under the Resolution (the “Bond Registrar”). The Bonds will be issued as fully-registered bonds, initially in book-entry form only, in the denomination of $5,000 or any whole multiple thereof, not exceeding the amount of each maturity. The Bonds are being issued within the constitutional debt limit imposed on the City. See “DEBT STRUCTURE OF SALT LAKE CITY, UTAH — General Obligation Legal Debt Limit and Additional Debt Incurring Capacity.” - 5 - SOURCES AND USES OF FUNDS The sources and uses of funds in connection with the issuance of the Bonds are estimated to be as follows: SOURCES: Par amount of Bonds $ Original issue premium TOTAL $ USES: Purchaser’s Discount $ Project Construction Account Costs of issuance(1) TOTAL $ _________________________ (1) Includes Municipal Advisor fees, legal fees, rating agency fees, registrar and paying agent fees, printing and other miscellaneous costs of issuance. SECURITY AND SOURCES OF PAYMENT The Bonds will be general obligations of the City, payable from the proceeds of ad valorem taxes to be levied without limitation as to rate or amount on all of the taxable property in the City, fully sufficient to pay the Bonds as to both principal and interest. See “FINANCIAL INFORMATION REGARDING SALT LAKE CITY, UTAH — Property Tax Matters.” REDEMPTION PROVISIONS Optional Redemption. The Bonds maturing on or after June 15, 203_, are subject to redemption prior to maturity, at the election of the City, on June 15, 203_ (the “First Redemption Date”), and on any date thereafter, in whole or in part, from such maturities or parts thereof as will be selected by the City, upon notice given as provided in the Resolution and described below, at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed plus accrued interest thereon to the date fixed for redemption. Bonds maturing on or prior to the First Redemption Date are not subject to optional redemption. Selection for Redemption. If less than all of the Bonds of any maturity are to be redeemed, the particular Bonds or portion of Bonds of such maturity to be redeemed will be selected at random by the Bond Registrar in such manner as the Bond Registrar in its discretion may deem fair and appropriate. The portion of any registered Bond of a denomination of more than $5,000 to be redeemed will be in the principal amount of $5,000 or a whole multiple thereof, and in selecting portions of such Bonds for redemption, the Bond Registrar will treat each such Bond as - 6 - representing that number of Bonds of $5,000 denomination that is obtained by dividing the principal amount of such Bond by $5,000. Notice of Redemption. Notice of redemption will be given by the Bond Registrar by registered or certified mail, not less than 30 nor more than 45 days prior to the redemption date, to the owner thereof, as of the Record Date, as defined in “THE BONDS — Registration and Transfer,” of each Bond that is subject to redemption, at the address of such owner as it appears in the registration books of the City kept by the Bond Registrar, or at such other address as is furnished to the Bond Registrar in writing by such owner on or prior to the Record Date. Each notice of redemption will state the Record Date, the principal amount, the redemption date, the place of redemption, the redemption price and, if less than all of the Bonds are to be redeemed, the distinctive numbers of the Bonds or portions of Bonds to be redeemed, and will also state that the interest on the Bonds in such notice designated for redemption will cease to accrue from and after such redemption date and that on the redemption date there will become due and payable on each of the Bonds to be redeemed the principal thereof and interest accrued thereon to the redemption date. Each notice of optional redemption may further state that such redemption will be conditioned upon the receipt by the Paying Agent, on or prior to the date fixed for such redemption, of moneys sufficient to pay the principal of and premium, if any, and interest on such Bonds to be redeemed and that if such moneys have not been so received said notice will be of no force and effect and the City will not be required to redeem such Bonds. In the event that such notice of redemption contains such a condition and such moneys are not so received, the redemption will not be made and the Bond Registrar will within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such moneys were not so received. Any notice mailed as described above will be conclusively presumed to have been duly given, whether or not the Bondowner receives such notice. Failure to give such notice or any defect therein with respect to any Bond will not affect the validity of the proceedings for redemption with respect to any other Bond. In addition to the foregoing notice, further notice of such redemption will be given by the Bond Registrar to certain registered national securities depositories and national information services as provided in the Bond Resolution, but no defect in such further notice or any failure to give all or any portion of such further notice will in any manner affect the validity of a call for redemption if notice thereof is given as prescribed above and in the Bond Resolution. For so long as a book-entry system is in effect with respect to the Bonds, the Bond Registrar will mail notices of redemption to DTC or its successor. Any failure of DTC to convey such notice to any DTC participants or any failure of the DTC participants or indirect participants to convey such notice to any beneficial owner will not affect the sufficiency of the notice or the validity of the redemption of the Bonds. See “THE BONDS — Book-Entry System.” REGISTRATION AND TRANSFER In the event the book-entry system is discontinued, any Bond may, in accordance with its terms, be transferred, upon the registration books kept by the Bond Registrar, by the person in whose name it is registered, in person or by such owner’s duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly executed written instrument of - 7 - transfer in a form approved by the Bond Registrar. No transfer will be effective until entered on the registration books kept by the Bond Registrar. Whenever any Bond is surrendered for transfer, the Bond Registrar will authenticate and deliver a new fully-registered Bond or Bonds of the same series, designation, maturity and interest rate and of authorized denominations duly executed by the City, for a like aggregate principal amount. Bonds may be exchanged at the principal corporate trust office of the Bond Registrar for a like aggregate principal amount of fully-registered Bonds of the same series, designation, maturity and interest rate of other authorized denominations. For every such exchange or transfer of the Bonds, the Bond Registrar must make a charge sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or transfer of the Bonds. The Bond Registrar will not be required to transfer or exchange any Bond (a) after the Record Date, as defined below, with respect to any interest payment date to and including such interest payment date, or (b) after the Record Date with respect to any redemption of such Bond. “Record Date” means the day that is 15 days preceding each interest payment date, or if such day is not a business day for the Bond Registrar, the next preceding day that is a business day for the Bond Registrar. The City, the Bond Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Bond Registrar as the holder and absolute owner thereof for the purpose of receiving payment of, or on account of, the principal or redemption price thereof and interest due thereon and for all other purposes whatsoever. BOOK-ENTRY SYSTEM The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct - 8 - Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of the Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Bond Registrar and request that copies of notices be provided directly to them. - 9 - Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI procedures. Under its usual procedures, DTC mails an omnibus proxy to the City as soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the omnibus proxy). As long as the book-entry system is in effect, redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detailed information from the City or the Paying Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Paying Agent, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the City or the Paying Agent. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the City believes to be reliable, but the City takes no responsibility for the accuracy thereof. - 10 - DEBT SERVICE REQUIREMENTS The following table shows the debt service requirements for the Bonds for each fiscal year: FISCAL YEAR ENDING FISCAL YEAR JUNE 30 PRINCIPAL INTEREST TOTAL $ $ $ TOTAL**: $ $ $ ____________________ * Preliminary; subject to change. ** Amounts may not add due to rounding. SALT LAKE CITY, UTAH {To be verified and updated by the City.} CITY OFFICIALS The City has a Council-Mayor form of government. The City Council consists of seven members, who are elected by voters within seven geographic districts of approximately equal population. The Mayor is elected at large by the voters of the City and is charged with the executive and administrative duties of the government. The seven-member, part-time City Council is charged with the responsibility of performing the legislative functions of the City. The City Council performs three primary functions: it passes laws for the City, adopts the City budget and provides administrative oversight by conducting management and operational audits of City departments. - 11 - Term information concerning the Mayor and the members of the City Council is set forth below: OFFICE DISTRICT PERSON YEARS IN SERVICE EXPIRATION OF CURRENT TERM Mayor — Erin J. Mendenhall 3(1) January 2024 Council Chair #5 Darin Mano 3 January 2026 Council Vice Chair #1 Victoria Petro 1 January 2026 Council Member #6 Daniel Dugan 3 January 2024 Council Member #7 Amy Fowler 5 January 2026 Council Member #2 Alejandro Puy(3) 1 January 2024 Council Member #4 Analia Valdemoros 4 January 2024 Council Member #3 Christopher Wharton 5 January 2026 ____________________ (1) Mayor Mendenhall previously served 6 years as a council member before being elected mayor. (2) Council Member Puy was elected to serve a two-year term beginning January 3, 2022. CITY ADMINISTRATION The offices of Chief of Staff, City Attorney, City Recorder and City Treasurer are appointive offices. Rachel Otto, Chief of Staff, was appointed to her position in November 2019. Before becoming Mayor Mendenhall’s chief of staff Ms. Otto worked as Government Relations Director for the Utah League of Cities and Towns. In that capacity, she developed policy and advocated for local government at the State Legislature. Ms. Otto, trained as an attorney, also served as a deputy city attorney for West Jordan, assistant city attorney for South Jordan, and worked in private practice for several years after graduating from the University of Utah’s College of Law in 2008. Katherine N. Lewis, City Attorney, was appointed as the City Attorney in January 2020. Ms. Lewis received her law degree from the University of Utah S.J. Quinney College of Law in 2007 and received her undergraduate degree from Colorado State University in 2001. Ms. Lewis was a Senior City Attorney in the Salt Lake City Attorney’s Office from 2013-2020 prior to being appointed the City Attorney. She worked in private practice at Parsons Behle & Latimer prior to joining the Salt Lake City Attorney’s Office. Cindy Lou Trishman, City Recorder, was appointed on June 3, 2020. Prior to this position, Ms. Trishman was employed by the Salt Lake City Council. Her duties included team management, inauguration and transition of newly elected officials, elected official vacancy coordination, enhancing government transparency efforts and building process improvements. Ms. Trishman holds a Bachelor of Science degree in Business and English. Marina Scott, City Treasurer, was appointed to her position on June 4, 2013. From December 2006 until her appointment, Ms. Scott was Deputy Treasurer for the City; and from - 12 - September 2005 until December 2006 she served as an Accountant III for the Public Services Department. Ms. Scott holds a Bachelor of Science degree in Accounting, and a Master of Professional Accountancy from Weber State University. She also holds a Master of Arts in Library and Information Science from Vilnius State University. EMPLOYEE WORKFORCE AND RETIREMENT SYSTEM; POSTEMPLOYMENT BENEFITS Employee Workforce and Retirement System. The City currently employs approximately [3,063] full-time employees and approximately [495] hourly and part-time employees for a total employment of approximately [3,558] employees. The City participates in three cost-sharing multiple-employer public employee retirement systems and one multiple-employer agent system which are defined benefit retirement plans covering public employees of the State and employees of participating local governmental entities (the “Systems”). The Systems are administered under the direction of the Utah State Retirement Board whose members are appointed by the Governor of the State. See “APPENDIX B – SALT LAKE CITY CORPORATION FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2022 – Notes to Financial Statements – Note 6 – Long-Term Obligations,” “– Note 12 – Pension Plans” and “– Note 13 – Defined Contribution Savings Plans.” Retirement Liability. The City participates in the Utah Retirement System (“URS”). URS is funded and administered by the State. Each year, as approved by the State Legislature, URS sets rates, enacts rules, and implements policies related to the pensions and benefits the City retirees receive. Starting in Fiscal Year 2015, GASB Statement Number 68 requires URS to pass on pension and retirement liability to public entities it serves, including the City. Working with the City’s independent auditors and State specialists, this liability has been recorded on the City’s financial statements for the Fiscal Year ending June 30, 2022 in the amount of $__________. Additional information regarding the City’s retirement system can be found in the City’s financial statements, which are available on the City’s website. No Other Post-Employment Benefits. The City does not offer post-employment benefits. POPULATION YEAR THE CITY % INCREASE FROM PRIOR PERIOD SALT LAKE COUNTY % INCREASE FROM PRIOR PERIOD THE STATE % INCREASE FROM PRIOR PERIOD 2022 Estimate 203,372 1.44% 1,207,538 1.78% 3,404,760 2.00% 2021 Estimate 200,478 0.38 1,186,421 0.10 3,337,975 2.03 2020 Census 199,723 7.12 1,185,238 15.11 3,271,616 18.37 2010 Census 186,440 2.58 1,029,655 14.61 2,763,885 23.77 2000 Census 181,743 13.63 898,387 23.75 2,233,169 29.62 _________________________ (Source: U.S. Census Bureau, as revised and subject to periodic revision and Kem C. Gardner Policy Institute, University of Utah—Population Estimates) - 13 - PROPERTY VALUE OF PRE-AUTHORIZED CONSTRUCTION IN THE CITY NEW ADDITIONS, ALTERATIONS AND REPAIRS TOTAL CONSTRUCTION Year Number Dwelling Units Residential Value ($000) Non- residential Value ($000) Residential Value ($000) Non- residential Value ($000) Value ($000) % Change from Prior Period 2022* 1,671 $343,153.0 $430,957.4 $ 23,194.1 $207,594.5 $1,004,898.9 NA 2021 4,131 765,117.5 467,325.4 48,870.3 717,998.4 1,999,311.7 37.6% 2020 2,282 309,034.0 418,296.0 105,562.2 620,532.8 1,453,425.0 2.6 2019 3,894 589,888.3 458,798.9 40,935.1 326,724.3 1,416,346.6 72.1 2018 877 126,957.6 430,249.0 37,989.0 227,906.7 823,102.3 (2.4) 2017 648 99,053.9 428,214.5 35,050.7 280,826.6 843,145.8 (43.1) ____________________ * 2nd Quarter of 2022. (Source: Kem C. Gardner Policy Institute, University of Utah—Ivory-Boyer Construction Database.) SALES AND BUILDING IN SALT LAKE COUNTY SALES AND BUILDING 2020 2019 2018 2017 2016 Gross Taxable Sales $31,377,750 $30,093,152 $28,846,015 $27,084,521 $25,415,491 Permit Authorized Construction $4,043,270.6 $3,838,632.5 $3,015,289.6 $2,899,665.5 $3,277,856.5 New Dwelling Units 10,553 9,798 8,150 6,602 8,363 New Residential Value $1,929,212.7 $1,804,752.7 $1,470,556.5 $1,288,967.8 $1,424,930.5 ____________________ (Source: Utah Department of Workforce Services and Kem C. Gardner Policy Institute, University of Utah—Ivory-Boyer Construction Database.) INCOME AND WAGES IN SALT LAKE COUNTY INCOME AND WAGES 2020 2019 2018 2017 2016 Total Personal Income ($000) $68,854,783 $64,279,705 $59,895,272 $56,093,445 $53,262,453 Per Capita Income 59,077 $55,481 $52,130 $49,323 $47,524 Median Household Income Estimates $77,128 $79,941 $73,619 $71,396 $68,404 Average Monthly Nonfarm Wage $5,146 $4,724 $4,512 $4,337 $4,211 ____________________ (Source: Utah Department of Workforce Services.) - 14 - BUSINESS AND INDUSTRY TAXABLE SALES AND LOCAL OPTION SALES TAX ALLOCATION — THE CITY YEAR ENDED JUNE 30 GROSS TAXABLE SALES* % CHANGE OVER PRIOR YEAR LOCAL OPTION SALES TAXES RECEIVED % CHANGE OVER PRIOR YEAR 2020 $8,866,974,472 (3.4)% $66,363,398 2.3% 2019 9,178,096,008 3.6 64,897,442 4.9 2018 8,862,086,472 7.7 61,864,444 8.3 2017 8,229,084,282 8.0 57,119,114 6.4 2016 7,615,725,610 -- 53,668,768 -- ____________________ * Source: Utah State Tax Commission. - 15 - SEVERAL OF THE LARGEST EMPLOYERS IN SALT LAKE COUNTY The following is a list of some of the largest employers in Salt Lake County. FIRM NAME INDUSTRY APPROXIMATE NUMBER OF EMPLOYEES University of Utah Colleges, Universities, & Professional Schools 20,000+ State of Utah Government 20,000+ Intermountain Health Care General Medical & Surgical Hospitals 15,000-19,999 U.S. Government Government 10,000-14,999 LDS Church Religious Agencies Religious Organizations 7,000-9,999 Zions Bank Financial Services 7,000-9,999 Wal-Mart Warehouse Clubs/Supercenters 7,000-9,999 Granite School District Public Education 7,000-9,999 Jordan School District Public Education 5,000-6,999 Salt Lake County Local Government 5,000-6,999 Amazon Fulfillment Services Delivery Service 4,000-4,999 Canyons School District Public Education 4,000-4,999 Delta Airlines Transportation 4,000-4,999 ARUP Laboratories Medical Research 3,000-3,999 United Parcel Service Delivery Service 3,000-3,999 Smiths Grocery Stores 3,000-3,999 Discover Financial Services 3,000-3,999 Department of Veterans Affairs Health Care 3,000-3,999 Salt Lake City School District Public Education 3,000-3,999 Wells Fargo Financial Services 3,000-3,999 Salt Lake Community College Higher Education 3,000-3,999 U.S. Postal Service Postal Service 2,000-2,999 Goldman Sachs Financial Services 2,000-2,999 L3 Technologies Manufacturing 2,000-2,999 McDonalds Restaurants 2,000-2,999 Utah Transit Authority Public Transportation 2,000-2,999 Kennecott Utah Copper Mining 2,000-2,999 Salt Lake City Local Government 2,000-2,999 Merit Medical Systems Manufacturing 2,000-2,999 _____________________ (Source: Utah Department of Workforce Services. As of April 2022.) - 16 - LABOR MARKET DATA OF SALT LAKE COUNTY 2022* 2021 2020 2019 2018 Civilian Labor Force 688,628 663,779 642,357 634,741 619,396 Employed 671,327 647,813 609,766 618,767 601,161 Unemployed 17,301 15,966 32,591 15,974 18,235 Mining 2,711 2,704 2,645 2,853 Construction 49,158 45,883 42,773 40,034 Manufacturing 58,143 56,540 57,836 56,653 Trade, transportation and utilities 151,551 145,125 145,881 143,262 Information 21,276 20,247 20,567 20,031 Financial activities 63,147 61,313 59,900 58,727 Professional and business services 134,200 128,950 129,758 125,720 Education, health and social services 87,215 83,301 84,687 82,534 Leisure and hospitality 57,013 51,823 62,712 60,804 Other services 21,482 20,477 22,401 21,859 Government 103,006 103,455 104,456 105,383 ____________________ * Preliminary; subject to change. (Source: Utah Department of Workforce Services.) RATE OF UNEMPLOYMENT — ANNUAL AVERAGE YEAR SALT LAKE COUNTY THE STATE UNITED STATES 2022* 2.5% 2.4% 3.5% 2021 2.8 2.2 3.9 2020 5.1 4.7 8.1 2019 2.5 2.6 3.7 2018 2.8 2.9 3.9 2017 3.1 3.3 4.4 ____________________ * Preliminary; subject to change. As of December 2022 (seasonally adjusted). (Source: Utah Department of Workforce Services; U.S. Department of Labor.) - 17 - DEBT STRUCTURE OF SALT LAKE CITY, UTAH For purposes of the information set forth under this section under the headings entitled “Outstanding Debt Issues,” “Debt Service Schedule of Outstanding General Obligation Bonds,” “Overlapping General Obligation Debt,” “Debt Ratios,” and “General Obligation Legal Debt Limit and Additional Debt Incurring Capacity,” the Bonds are considered issued and outstanding. OUTSTANDING DEBT ISSUES (EXPECTED AS OF CLOSING DATE OF THE BONDS) (1) AMOUNT OF ORIGINAL ISSUE FINAL MATURITY DATE PRINCIPAL OUTSTANDING General Obligation Bonds: Series 2010B (Public Safety Facilities) $100,000,000 6/15/2031 $ 49,885,000 Series 2013 (Refunded a portion of Series 2004A) 6,395,000 6/15/2024 1,440,000 Series 2015A Refunding (Federally Taxable Sports Complex) 14,615,000 6/15/2028 6,795,000 Series 2017B Refunding (Refunded portion of Series 2010A) 12,920,000 6/15/2030 10,775,000 Series 2019 Improvement and Refunding (Refunded a portion of Series 2017A) 22,840,000 6/15/2039 15,405,000 Series 2020 (Streets) 17,745,000 6/15/2040 12,675,000 Series 2021 (Streets) 20,660,000 6/15/2041 16,810,000 Series 2022 (Streets) 21,785,000 6/15/2042 21,785,000 Series 2023 (Federally Taxable) (2) __________* 6/15/204_ * Total $ * Water and Sewer Revenue Bonds: Series 2009 (Federally Taxable) $ 6,300,000 2/1/2031 $ 2,835,000 Series 2010 Revenue Bonds 12,000,000 2/1/2031 5,965,000 Series 2011 Revenue Bonds 8,000,000 2/1/2027 2,780,000 Series 2012 Improvement and Refunding Bonds 28,565,000 2/1/2027 6,535,000 Series 2017 Improvement and Refunding Bonds 72,185,000 2/1/2037 62,435,000 Series 2020 Improvement Bonds 157,390,000 2/1/2050 157,390,000 Series 2020B Improvement Bonds (WIFIA loan) (3) 348,635,000 8/1/2058 13,112,999 Series 2022A Improvement Bonds 329,025,000 2/1/2052 329,025,000 Total $580,077,999 Sales and Excise Tax Revenue Bonds: Series 2013B 7,315,000 10/1/2033 $ 355,000 Series 2014B 10,935,000 10/1/2034 7,460,000 Series 2016A 21,715,000 10/1/2028 13,880,000 Series 2019A 2,620,000 4/1/2027 1,555,000 Series 2019B (Federally Taxable) 58,540,000 4/1/2038 57,270,000 Series 2021 (Federally Taxable) 15,045,000 10/1/2034 14,840,000 Series 2022A 8,900,000 10/1/2032 8,320,000 Series 2022B 40,015,000 10/1/2042 40,015,000 Series 2022C (Federally Taxable) 24,240,000 10/1/2033 24,240,000 Total $167,9355,000 Motor Fuel Excise Tax Revenue Bonds: Series 2014 $8,800,000 4/1/2024 $ 1,900,000 Airport Revenue Bonds: Series 2017A $826,210,000 7/1/2047 $ 808,925,000 Series 2017B 173,790,000 7/1/2047 169,590,000 Series 2018A 753,855,000 7/1/2048 753,855,000 Series 2018B 96,695,000 7/1/2048 96,695,000 Series 2021A 776,925,000 7/1/2051 755,520000 Series 2021B 127,645,000 7/1/2051 127,475,000 Total $2,732,060,000 Local Building Authority Lease Revenue Bonds(4): Series 2013A $7,180,000 10/15/2034 $ 650,000 Series 2014A 7,095,000 4/15/2035 310,000 Series 2016A 6,755,000 4/15/2037 5,490,000 Series 2017A 8,115,000 4/15/2038 7,260,000 Total $13,710,000 ______________________________ * Preliminary; subject to change. (1) The Redevelopment Agency of Salt Lake City, a separate entity, has issued bonds, but such bonds are not obligations of the City and are therefore not included in this table. See “APPENDIX B—SALT LAKE CITY CORPORATION FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2022—Notes to the Financial Statements—Note 6–Long-Term Obligations.” (2) For the purposes of this Official Statement, the Series 2023 Bonds are considered issued and outstanding. (3) Amount shown is the amount drawn down from the WIFIA Loan as of the date of this Official Statement. (4) The Local Building Authority of Salt Lake City is a separate entity. Lease Revenue Bonds are not obligations of the City, but are paid from annually appropriated rental payments made by the City. - 18 - In addition to the outstanding debt listed in the table above, in 202_ the City received a $7,000,000 infrastructure loan to finance a portion of the cost of a neighborhood parking structure through a revolving fund called the Utah State Infrastructure Bank Fund. The loan bears interest at rate of 1.96%, and the term is 15 years. To secure the repayment of the loan, the City pledged the funds allocated by the State of Utah by Section 72-2-121(4) of the Utah Code and the City’s innkeepers tax if the State of Utah fails to make its annual payments to the City. DEBT SERVICE SCHEDULE OF OUTSTANDING GENERAL OBLIGATION BONDS (As of __________, 2023) Fiscal Outstanding General Obligation Bonds Totals Year Bonds Total Ending Total Total Debt June 30 Principal* Interest Principal Interest Principal Interest Service 2023 $ $ $ $ $ $ $ 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 Total** $ $ $ $ $ $ $ ____________________ * Preliminary; subject to change.. ** Amounts may not add due to rounding. FUTURE DEBT PLANS {To be updated by the City.} The City anticipates issuing the remaining bonds authorized at the November 8, 2022 election in several series over the next few years. - 19 - The City will issue approximately $506 million in additional general airport revenue bonds in the future to complete the $4.5 billion airport reconstruction program. The reconstruction program is currently expected to be completed by 2024. Public utilities revenue bonds of approximately $503 million are expected to be issued over the next seven years to fund the Department of Public Utilities (“Public Utilities”) capital improvement program. A major focus of Public Utilities’ budget is the rehabilitation and replacement of aging infrastructure. The largest planned projects are the new water reclamation facility to meet regulatory requirements, improvements to three water treatment plants, phased construction of a new water conveyance line to expand service and provide redundancy, and water, sewer and storm water utility infrastructure work necessitated by street improvements projects pursuant to the City’s passage of the general obligation bond for that purpose. Public Utilities will also be utilizing proceeds from a $348,635,000 Water Infrastructure Finance and Innovation Act (WIFIA) loan secured to finance the construction of the water reclamation facility. The loan will be drawn through 2024. The City analyzes the potential value of refunding bond issues, particularly during periods of lower than normal interest rates or on an as needed basis and may issue refunding bonds at such times. OVERLAPPING GENERAL OBLIGATION DEBT TAXING ENTITY (1) 2022 TAXABLE VALUE (2) CITY’S PORTION OF TAXABLE VALUE (2) CITY’S PERCENTAGE ENTITY’S GENERAL OBLIGATION DEBT (3) CITY’S PORTION OF G.O. DEBT CUWCD(4) ...................... $ $ % $ $ Salt Lake City School District .......................... Salt Lake County ............ Total Overlapping General Obligation Debt............................................................................................................ $ Total Direct General Obligation Bonded Indebtedness ........................................................................................... $ * Total Direct and Overlapping General Obligation Debt .......................................................................................... $ * _________________________ * Preliminary; subject to change. (1) The State’s general obligation debt is not included in overlapping debt because the State currently levies no property tax for payment of its general obligation bonds. (2) Taxable Value used in this table excludes the taxable value used to determine uniform fees on tangible personal property. See “FINANCIAL INFORMATION REGARDING SALT LAKE CITY, UTAH — Property Tax Matters — Uniform Fees” and “FINANCIAL INFORMATION REGARDING SALT LAKE CITY, UTAH — Taxable and Fair Market Value of Property.” (3) Entity’s General Obligation Debt used in this table is as of March 15, 2022 in the case of CUWCD, June 30, 2022 in the case Salt Lake City School District, and December 31, 2021 in the case of Salt Lake County. (4) Central Utah Water Conservancy District (“CUWCD”) encompasses all or a portion of eight State counties, including, among others, Salt Lake County. CUWCD’s outstanding general obligation bonds are limited ad valorem tax bonds. By law, CUWCD may levy a tax rate of up to 0.000400 to pay for operation and maintenance expenses and any outstanding general obligation indebtedness. (Source: Property Tax Division, Utah State Tax Commission (as to Taxable Value) and entity financial information (as to outstanding general obligation debt).) - 20 - DEBT RATIOS The following table sets forth the ratios of general obligation debt of the City and the taxing entities listed in the table above entitled “Overlapping General Obligation Debt” that is expected to be paid from taxes levied specifically for such debt (and not from other revenues) on the taxable value of property within Salt Lake City, the estimated fair market value of such property and the population of Salt Lake City. The State’s general obligation debt is not included in the debt ratios because the State currently levies no property tax for payment of general obligation debt. COMPARED TO 2021 TAXABLE VALUE (1) COMPARED TO 2021 ESTIMATED FAIR MARKET VALUE (2) COMPARED TO 2021 POPULATION ESTIMATE PER CAPITA (3) Direct General Obligation Debt* ....... % % $ Direct and Overlapping General Obligation Debt* ........................... % % $ _________________________ * Preliminary; subject to change. (1) Based on 2022 Taxable Value of $__________, which value excludes the taxable value used to determine uniform fees on tangible personal property. (2) Based 2022 Fair Market Value of $__________, which value excludes motor vehicle values. (3) Based on a 2022 estimated population of _________ persons. See “FINANCIAL INFORMATION REGARDING SALT LAKE CITY, UTAH — Property Tax Matters — Uniform Fees” and “FINANCIAL INFORMATION REGARDING SALT LAKE CITY, UTAH — Taxable and Fair Market Value of Property.” GENERAL OBLIGATION LEGAL DEBT LIMIT AND ADDITIONAL DEBT INCURRING CAPACITY The general obligation indebtedness of the City is limited by State law to 8% of taxable property in the City (4% for general purposes and an additional 4% for sewer, water and electric purposes†) as computed from the last equalized assessment rolls for State or County purposes prior to incurring the debt. The legal debt limit and additional debt incurring capacity of the City are based on the estimated fair market value for 2021 and are calculated as follows: 2022 Fair Market Value (1) .................................................................................................... $ LEGAL DEBT MARGIN GENERAL PURPOSES 4% WATER, SEWER, AND LIGHTING 4% TOTAL 8% General Obligation Debt Limit $ $ $ Less: Outstanding General Obligation Bonds* ( ) - ( ) Legal Debt Margin* $ $ $ ____________________ * Preliminary; subject to change. † The full 8% may be used for water, sewer and electric purposes but if it is so used, then no general obligation bonds may be issued in excess of 8% for any purpose. (1) For debt incurring capacity only, in computing the fair market value of taxable property in the City, the fair market value of all tax equivalent property (which value includes the taxable value used to determine uniform fees on tangible personal property) has been included as a part of the fair market value of the taxable property in the City. - 21 - NO DEFAULTED OBLIGATIONS The City has never failed to pay principal of and interest on its financial obligations when due. FINANCIAL INFORMATION REGARDING SALT LAKE CITY, UTAH FUND STRUCTURE; ACCOUNTING BASIS The accounts of the City are organized on the basis of funds, each of which is considered to be a separate accounting entity. The operations of each fund are accounted for by providing a separate set of self-balancing accounts that comprise its assets, liabilities, fund balance or net assets, revenues, and expenditures or expenses. The various funds are grouped by type in the basic financial statements. Revenues and expenditures are recognized using the modified accrual basis of accounting in all governmental funds. Revenues are recognized in the accounting period in which they become both measurable and available. “Measurable” means that amounts can be reasonably determined within the current period. “Available” means that amounts are collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. The City uses 60 days as a cutoff for meeting the available criterion. Property taxes are considered “measurable” when levied and available when collected and held by Salt Lake County. Any amounts not available are recorded as deferred revenue. Franchise taxes are considered “measurable” when collected and held by the utility company, and are recognized as revenue at that time. Other revenues that are determined to be susceptible to accrual include grants-in-aid earned and other intergovernmental revenues, charges for services, interest, assessments, interfund service charges, and proceeds of the sale of property. Property taxes and assessments are recorded as receivables when assessed; however, they are reported as deferred revenue until the “available” criterion has been met. Sales and use taxes collected by the State and remitted to the City within the “available” time period are recognized as revenue. Revenues collected in advance are deferred and recognized in the period to which they apply. In proprietary funds, revenues and expenses are recognized using the accrual basis of accounting. Revenues are recognized in the accounting period in which they are earned and become measurable and expenses are recognized in the period incurred. FINANCIAL CONTROLS The City utilizes a computerized financial accounting system which includes a system of budgetary controls. State law requires budgets to be controlled by individual departments, but the City also maintains computerized control by major categories within departments. These computerized controls are such that a requisition cannot be entered into the purchasing system unless the appropriated funds are available. The system checks for sufficient funds again, prior to the purchase order being issued, and again before the payment check is issued. Voucher payments are also controlled by the computer for sufficient appropriations. - 22 - BUDGET AND APPROPRIATION PROCESS The budget and appropriation process of the City is governed by the Uniform Fiscal Procedures Act for Utah Cities, Title 10, Chapter 6, of the Utah Code (the “Fiscal Procedures Act”). Pursuant to the Fiscal Procedures Act, the budget officer of the City is required to prepare budgets for the General Fund, Special Revenue Funds, Debt Service Funds and Capital Improvement Fund. These budgets are to provide a complete financial plan for the budget (ensuing fiscal) year. Each budget is required to specify, in tabular form, estimates of anticipated revenues and appropriations for expenditures. Under the Fiscal Procedures Act, the total of anticipated revenues must equal the total of appropriated expenditures. On or before the first regular meeting of the City Council in May of each year, the budget officer is required to submit to the City Council tentative budgets for all funds for the Fiscal Year commencing July 1. Various actual and estimated budget data are required to be set forth in the tentative budgets. The budget officer may revise the budget request submitted by the heads of City departments, but must file these submissions with the City Council together with the tentative budget. The budget officer is required to estimate in the tentative budget the revenue from nonproperty tax sources available for each fund and the revenue from general property taxes required by each fund. The tentative budget is then provisionally adopted by the City Council, with any amendments or revisions that the City Council deems advisable prior to the public hearings on the tentative budget. After public notice and hearing, the tentative budget is adopted by the City Council, subject to further amendment or revisions by the City Council prior to adoption of the final budget. Prior to June 30th of each year, the final budgets for all funds are adopted by the City Council. The Fiscal Procedures Act prohibits the City Council from making any appropriation in the final budget of any fund in excess of the estimated expendable revenue of such fund. The adopted final budget is subject to amendment by the City Council during the Fiscal Year. However, in order to increase the budget total of any fund, public notice and hearing must be provided. Intra- and inter-department transfers of appropriation balances are permitted upon compliance with the Fiscal Procedures Act. The amount set forth in the final budget as the total amount of estimated revenue from property taxes constitutes the basis for determining the property tax levy to be set by the City Council for the succeeding tax year. INSURANCE COVERAGE The City is largely self-insured for general liability exposures, except for liability incurred on premises owned, rented, or occupied by the Department of Airports (the “Airport”) and cyber liability insurance. The Airport carries commercial general liability insurance with a $500,000,000 policy limit and no deductible. The Governmental Immunity Fund (an internal service fund) has been established to pay liability claims other than those covered by the Airport policy, along with certain litigation expenses. - 23 - The City carries an all risk property insurance policy (the “Policy”) with a $500,000,000 aggregate limit and a $100,000 deductible, except for earthquake, which carries a 1% deductible per location; and flood, which carries a $250,000 or $500,000 deductible, depending on location. Sub-limits include: (1) earthquake limit of $125,000,000 aggregate; (2) flood limit of $100,000,000 aggregate; (3) dams and appurtenant structures limit of $30,000,000 aggregate except for Mountain Dell, which carries a $60,000,000 aggregate limit; (4) business interruption and extra expense are covered at $10,000,000; and (5) terrorism loss is covered at $5,000,000. The City is self-insured for property loss above the limits and below the deductibles. The operating departments of the General Fund or proprietary funds assume financial responsibility for risk retained by the City for property damage. The Airport is covered by a separate all risk property insurance policy with a $1,000,000,000 limit, subject to sub-limits and a $100,000 deductible. Locations covered include Salt Lake City International Airport, South Valley Regional Airport, and Tooele Valley Airport. Boiler and machinery carry a deductible of $100,000. Flood carries a sub-limit of $100,000,000 and Earth movement carries sub-limit of $100,000,000 with a 2% deductible per unit, subject to a $100,000 minimum and $5,000,000 maximum in any one occurrence. Windstorm or hail carries a $500,000,000 limit, subject to a minimum $250,000 deductible per occurrence. Time element including business interruption, extra expense, rental value, and rental income is covered at $200,000,000 with a $100,000 deductible. Sub-limits apply for debris removal ($25,000,000), valuable papers and records ($25,000,000), errors and omissions ($10,000,000), and named storm ($1,000,000,000). The Treasurer, Deputy Treasurer, and Chief Financial Officer are each covered under $10,000,000 public official bonds. The City also has a government crime policy covering (1) employee theft with a $1,000,000 limit and $20,000 deductible; (2) forgery or alteration with a $25,000 limit and $1,000 deductible; (3) theft of money and securities with a $50,000 limit and $2,500 deductible; (4) robbery or safe burglary with a $50,000 limit and $2,500 deductible; (5) money orders and counterfeit money with a $50,000 limit and $2,500 deductible; and (6) computer fraud and funds transfer fraud, each carrying $1,000,000 limits and $20,000 deductibles. The City purchases excess workers’ compensation insurance with a $30,000,000 limit and $1,000,000 self-insured retention per occurrence for Fire and Police employees and $750,000 self- insured retention per occurrence for all other employee classifications. The City is self-insured for losses above the limits and below the deductibles. Further, the City is self-insured for unemployment. The Risk Management Fund (an internal service fund) has been established to pay these claims along with health insurance premiums and certain administrative expenses. During the past three fiscal years, there have been no settlements that exceeded the self-insured retentions. See “APPENDIX A – SALT LAKE CITY CORPORATION FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2022 – Notes to Financial Statements – Note 11 – Risk Management.” - 24 - INVESTMENT POLICY City Policy. It is the policy of the City to invest public funds in accordance with the principles of sound treasury management and in compliance with State and local laws, regulations, and other policies governing the investment of public funds, specifically, according to the terms and conditions of the State Money Management Act of 1974 and Rules of the State Money Management Council as currently amended (the “Money Management Act”), and the City’s own written investment policy. The following investment objectives, in order of priority, are met when investing public funds: safety of principal, need for liquidity, and maximum yield on investments consistent with the first two objectives. The City may use investment advisers to conduct investment transactions on its behalf as permitted by the Money Management Act and local ordinance or policy. Investment advisers must be certified by the Director of the Utah State Division of Securities of the Department of Commerce (the “Director”). Broker/dealers and agents who desire to become certified dealers must be certified by the Director and meet the requirements of the Money Management Act. Only qualified depositories as certified by Utah’s Commissioner of Financial Institutions are eligible to receive and hold deposits of public funds. The State Money Management Council issues a quarterly list of certified investment advisers, certified dealers, and qualified depositories authorized by State statute to conduct transactions with public treasurers. Transactions involving authorized deposits or investments of public funds may be conducted only through issuers of securities authorized by Section 51-7-11(3) of the Utah Code, qualified depositories included in the current State list, and certified dealers included in the current State list. The City Treasurer must take delivery of all investments purchased, including those purchased through a certified investment adviser. This may be accomplished by the City Treasurer taking physical delivery of the security or delivering the security to a bank or trust company designated by the City Treasurer for safekeeping. The City Treasurer may use a qualified depository bank for safekeeping securities or maintain an account with a money center bank for the purpose of settling investment transactions and safekeeping and collecting those investments. City policy provides that not more than 25% of total City funds or 25% of the qualified depository’s allotment, whichever is less, can be invested in any one qualified depository. Not more than 20% of total City funds may be invested in any one certified out-of-state depository institution. However, there is no limitation placed on the amount invested with the Utah Public Treasurer’s Investment Fund (“PTIF”) and other money market mutual funds, provided that the overall standards of investments achieve the City’s policy objectives. All funds pledged or otherwise dedicated to the payment of interest on and principal of bonds or notes issued by the City are invested in accordance with the terms and borrowing instruments applicable to such bonds or notes. City policy also provides that the remaining term to maturity of an investment may not exceed the period of availability of the funds invested. The investment of City funds cannot be of a speculative nature. The City’s entire portfolio is currently in compliance with all of the provisions of the Money Management Act. - 25 - The Utah Public Treasurers’ Investment Fund. The PTIF is a local government investment fund, established in 1981, and managed by the State Treasurer. Generally, substantial portion of the City’s funds are on deposit in the PTIF (currently approximately $1.5 billion). All investments in the PTIF must comply with the Money Management Act and rules of the State Money Management Council. The PTIF invests primarily in money market securities. Securities in the PTIF include certificates of deposit, commercial paper, short-term corporate notes, obligations of the U.S. Treasury and securities of certain agencies of the federal government. By policy, the maximum weighted average adjusted life of the portfolio is not to exceed 90 days and the maximum final maturity of any security purchased by the PTIF is limited to five years. Safekeeping and audit controls for all investments owned by the PTIF must comply with the Money Management Act. All securities purchased are delivered versus payment to the custody of the State Treasurer or the State Treasurer’s safekeeping bank, assuring a perfected interest in the securities. Securities owned by the PTIF are completely segregated from securities owned by the State. The State has no claim on assets owned by the PTIF except for any investment of State moneys in the PTIF. Deposits are not insured or otherwise guaranteed by the State. Investment activity of the State Treasurer in the management of the PTIF is reviewed monthly by the State Money Management Council and is audited by the State Auditor. The information in this section concerning the current status of the PTIF has been obtained from sources the City believes to be reliable, but the City takes no responsibility for the accuracy thereof. See “APPENDIX A – SALT LAKE CITY CORPORATION FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2022 – Notes to the Financial Statements – Note 2 – Cash, Cash Equivalents and Investments” below. PROPERTY TAX MATTERS The Property Tax Act, Chapter 2, Title 59 of the Utah Code (the “Property Tax Act”), provides that all taxable property is required to be assessed and taxed at a uniform and equal rate on the basis of its “fair market value” as of January 1 of each year, unless otherwise provided by law. “Fair market value” is defined in the Property Tax Act as “the amount at which property would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of the relevant facts.” Pursuant to an exemption for residential property provided for under the Property Tax Act and Article XIII of the State Constitution, the “fair market value” of residential property is reduced by 45%. The residential exemption is limited to one acre of land per residential unit and to one primary residence per household, except that an owner of multiple residential properties may exempt his or her primary residence and each residential property that is the primary residence of a tenant. The Property Tax Act provides that the Utah State Tax Commission (the “State Tax Commission”) shall assess certain types of property (“centrally-assessed property”), including (a) properties that operate as a unit across county lines that must be apportioned among more than one - 26 - county or state, (b) public utility (including railroad, but, effective January 1, 2023, excluding a telecommunications service provider) properties, (c) airline operating properties, (d) geothermal resources and (e) mines, mining claims and appurtenant machinery, facilities and improvements. All other taxable property (“locally-assessed property”) is required to be assessed by the county assessor of the county in which such locally-assessed property is located. Each county assessor must update property values annually based upon a systematic review of current market data by using a mass appraisal system and must also complete a detailed review of property characteristics for each parcel of property at least once every five years. The Property Tax Act requires that the State Tax Commission conduct an annual investigation in each county to determine whether all property subject to taxation is on the assessment rolls and whether the property is being assessed at its “fair market value.” The State Tax Commission and the county assessors utilize various valuation methods, as determined by statute, administrative regulation or accepted practice, to determine the “fair market value” of taxable property. Uniform Fees. An annual statewide uniform fee is levied on tangible personal property in lieu of the ad valorem tax. The uniform fee is based on the value of motor vehicles, watercraft, recreational vehicles, and all other tangible personal property required to be registered with the State. The current uniform fee is established at 1.5% of the fair market value of motor vehicles that weigh 12,001 pounds or more; watercraft; motorcycles, recreational vehicles and all other tangible personal property required to be registered with the State, excluding exempt property such as aircraft, commercial vehicles and property subject to a fixed age-based fee. Motor vehicles weighing 12,000 pounds or less are subject to an age-based fee that is due each time the vehicle is registered. The age-based fee is for passenger type vehicles and ranges from $7.75 to $150, depending on the age of the vehicle. Recreation vehicles, motorcycles, watercraft (except large watercraft), snowmobiles, certain small motor vehicles and motor homes required to be registered with the State are also subject to an aged-based fee that ranges from $4.00 to $700, depending on the age of the vehicle. The revenues collected from the various uniform fees are distributed by the county to the taxing entity in which the property is located in the same proportion in which revenue collected from ad valorem real property tax is distributed. Property Tax Valuation Agency Fund. The State Legislature requires each county to annually impose a multicounty assessing and collecting levy to fund a Property Tax Valuation Fund (the “PTVF”) and a Multicounty Appraisal Trust (the “Multicounty Trust”). Disbursements to counties from the PTVF are to be used to offset costs of assessing and collecting property taxes; improve the accurate valuation and uniform assessment levels of property and improve the efficiency of the property tax system and are based on various administrative rules. Funds deposited into the Multicounty Trust are to be used to provide funding for a statewide property tax system that is intended to promote, among other things, the accurate valuation of property, the establishment and maintenance of uniform assessment levels within and among counties, and the efficient administration of the property tax system, including the costs of assessment, collection and distribution of property taxes. A county may levy an additional tax to (a) promote the accurate valuation and uniform assessment levels of property, (b) promote the efficient administration of the property tax system, including the costs of assessment, collection and distribution of property taxes, (c) fund state mandated actions and (d) establish reappraisal programs. - 27 - TAX LEVY AND COLLECTION The State Tax Commission must assess all centrally-assessed property by May 1 of each year. County assessors must assess all locally-assessed property before May 22 of each year. The State Tax Commission apportions the value of centrally-assessed property to the various taxing entities within each county and reports such values to county auditors before June 8. The governing body of each taxing entity must adopt a proposed tax rate or, if the tax rate is not more than the certified tax rate, a final tax rate, before June 22; provided if the governing body has not received the taxing entity’s certified tax rate at least seven days prior to June 22, the governing body of the taxing entity must, no later than 14 days after receiving the certified tax rate from the county auditor, adopt a proposed tax rate or, if the tax rate is not more than the certified tax rate, a final tax rate. County auditors must forward to the State Tax Commission a statement prepared by the legislative body of each taxing entity showing the amount and purpose of each levy. Upon determination by the State Tax Commission that the tax levies comply with applicable law and do not exceed maximum permitted rates, the State Tax Commission notifies county auditors to implement the levies. If the State Tax Commission determines that a tax levy established by a taxing entity exceeds the maximum levy permitted by law, the State Tax Commission must lower the levy to the maximum levy permitted by law, notify the taxing entity that the rate has been lowered and notify the county auditor (of the county in which the taxing entity is located) to implement the rate established by the State Tax Commission. On or before July 22 of each year, the county auditors must mail to all owners of real estate shown on their assessment rolls notice of, among other things, the value of the property, itemized tax information for all taxing entities and the date their respective county boards of equalization will meet to hear complaints. Taxpayers owning property assessed by a county assessor may file an application within statutorily defined time limits based on the nature of the contest with the appropriate county board of equalization for the purpose of contesting the assessed valuation of their property. The county board of equalization must render a decision on each appeal in the time frame prescribed by the Property Tax Act. Under certain circumstances, the county board of equalization must hold a hearing regarding the application, at which the taxpayer has the burden of proving that the property sustained a decrease in fair market value. Decisions of the county board of equalization may be appealed to the State Tax Commission, which must decide all appeals relating to real property by March 1 of the following year. Owners of centrally-assessed property, or any county with a showing of reasonable cause, may, on or before the later of August 1 or a day within 90 days of the date the notice of assessment is mailed by the State Tax Commission, apply to the State Tax Commission for a hearing to contest the assessment of centrally-assessed property. The State Tax Commission must render a written decision within 120 days after the hearing is completed and all post-hearing briefs are submitted. The county auditor makes a record of all changes, corrections and orders, and delivers before November 1 the corrected assessment rolls to the county treasurers. On or before November 1, each county treasurer furnishes each taxpayer a notice containing, among other things, the kind and value of the property assessed to the taxpayer, the street address of the property, where applicable, the amount of the tax levied on the property and the year the property is subject to a detailed review. Without an extension by a county legislative body, taxes are due November 30, or if a Saturday, Sunday or holiday, the next business day. Each county treasurer is responsible for - 28 - collecting all taxes levied on real property within that county. There are no prior claims to such taxes. As taxes are collected, each county treasurer must pay to the State and each taxing entity within the county its proportionate share of the taxes, on or before the tenth day of each month. Delinquent taxes are subject to a penalty of 2.5% (or 1% if paid on or before the January 31 immediately following the delinquency date) of the amount of the taxes or $10, whichever is greater. Unless the delinquent taxes and penalty are paid before January 31 of the following year, the amount of delinquent taxes and penalty bears interest at the federal funds rate target established by the Federal Open Markets Committee plus 6% from the January 1 following the delinquency date until paid (provided that said interest may not be less than 7% or more than 10%) If delinquent taxes have not been paid by March 15 following the lapse of four years from the delinquency date, the affected county advertises and sells the property at a final tax sale held in May or June of the fifth year after assessment. The process described above changes if a county or other taxing entity proposes a tax rate in excess of the certified tax rate (as described under “FINANCIAL INFORMATION REGARDING SALT LAKE CITY, UTAH — Public Hearing on Certain Tax Increases” below). If such an increase is proposed, the taxing entity must adopt a proposed tax rate before June 22. In addition, the county auditor must include certain information in the notices to be mailed by July 22, as described above, including information concerning the tax impact of the proposed increase on the property and the time and place of the public hearing described in “FINANCIAL INFORMATION REGARDING SALT LAKE CITY, UTAH — Public Hearing on Certain Tax Increases” below. In most cases, notice of the public hearing must also be advertised by publication. After the public hearing is held, the taxing entity may adopt a resolution levying a tax in excess of the certified tax rate. The final tax notice is then mailed by November 1. PUBLIC HEARING ON CERTAIN TAX INCREASES Each taxing entity that proposes to levy a tax rate that exceeds the “certified tax rate” may do so, by resolution, only after holding a properly noticed public hearing. Generally, the certified tax rate is the rate necessary to generate the same property tax revenue that the taxing entity budgeted for the prior year, with certain exclusions. For purposes of calculating the certified tax rate, county auditors are to use the taxable value of property on the assessment rolls, exclusive of eligible new growth. With certain exceptions, the certified tax rate for the minimum school levy, debt service voted on by the public and certain state and county assessing and collecting levies are the actual levies imposed for such purposes and no hearing is required for these levies. Among other requirements, on or before July 22 of the year in which such an increase is proposed, the county auditor must mail to all property owners a notice of the public hearing. In most cases, the taxing entity must also advertise the notice of the public hearing by publication in a newspaper. Such notices must state, among other things, the value of the property, the taxable value of the property, the deadline to make application to appeal the valuation or equalization of the property, and the tax impact of the proposed increase. - 29 - SOURCES OF GENERAL FUND REVENUES Set forth below are brief descriptions of the various sources of revenues available to the City’s general fund. The percentage of total general fund revenues represented by each source is based on the City’s audited June 30, 2022 fiscal year period: Sales, use and excise taxes – Approximately 42.52% of general fund revenues are from sales, use and excise taxes. General property taxes – Approximately 31.66% of general fund revenues are from general property taxes. Licenses and Permits – Approximately 11.49% of general fund revenues are from licenses and permits. Interfund service charges – Approximately 5.76% of general fund revenues are from interfund service charges. Franchise taxes – Approximately 3.12% of general fund revenues are from franchise taxes. Miscellaneous – Approximately 2.07% of general fund revenues are from miscellaneous revenues. Intergovernmental – Approximately 1.58% of general fund revenues are from other governmental entities. Charges for Services – Approximately 1.33% of general fund revenues are from charges for services. Parking meter – Approximately 0.80% of general fund revenues are from parking meters. Fines and forfeitures – Approximately 0.51% of general fund revenues are from fines and forfeitures. Parking tickets – Approximately 0.48% of general fund revenues are from parking tickets. Rental and other income – Approximately 0.22% of general fund revenues are from rental and other income. FIVE-YEAR FINANCIAL SUMMARIES The summaries contained herein were extracted from the City’s financial statements for the fiscal years ended June 30, 2018 through June 30, 2022. The summaries are unaudited. See also “APPENDIX A – SALT LAKE CITY CORPORATION FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2022.” - 30 - - 31 - SALT LAKE CITY CORPORATION, UTAH STATEMENT OF NET POSITION — GOVERNMENTAL ACTIVITIES (FISCAL YEARS ENDED JUNE 30) Unaudited FISCAL YEAR ENDED JUNE 30 2022 2021 2020 2019 2018 ASSETS: Current assets: Cash and cash equivalents Unrestricted(1) ......................................... $ 403,489,013 $ 297,001,895 $ 205,140,649 $ 173,296,451 $ 136,508,084 Restricted ................................................ 48,323,097 39,665,829 34,188,038 30,558,462 45,632,659 Receivables: Property, franchise and excise taxes ...... 161,055,275 142,366,046 126,757,993 121,878,908 110,378,720 Assessments............................................ 1,738,401(2) 1,599,173(3) 3,781,533(4) 3,923,402(5) 1,426,875(6) Loans and other receivables ................... 971,274 196,292 7,198,376 16,323,694 15,854,701 Due from other governments .................... 2,804,600 2,001,577 1,485,561 900,768 606,427 Due from other governments for cash overdraft .................................................... - 2,746,105 5,166,500 - Other, principally accrued interest ........... 363,028 - 360,735 604,183 Prepaid Expenses ...................................... 2,874,719 2,752,662 2,984,933 2,926,066 2,493,423 Inventories ................................................ 1,024,271 869,627 774,660 817,167 741,940 Internal balances ....................................... 10,592,031 10,736,114 9,822,080 7,429,743 7,354,925 Total current assets ..................... 632,872,681 497,552,243 394,879,928 363,581,896 321,601,937 Noncurrent assets: Restricted cash and cash equivalents…… - - - 8,561 27,239 Property and equipment, at cost: Land and water rights ............................. 214,433,778 214,979,203 213,141,701 206,641,702 204,616,025 Infrastructure .......................................... 373,331,989 348,923,890 334,200,249 328,205,613 318,900,140 Buildings ................................................ 422,599,690 422,133,087 421,593,611 418,267,960 391,967,029 Right to use assets – building 8,319,367 - - - - Improvements other than buildings ....... 120,938,298 116,303,900 114,148,172 112,998,914 98,476,480 Machinery and equipment ...................... 153,020,478 147,970,756 144,054,928 134,125,031 121,884,657 Construction in progress ........................ 16,809,894 15,885,212 13,156,742 7,925,802 44,532,285 Accumulated depreciation ...................... (458,269,675) (427,457,704) (400,438,206) (374,321,872) (351,033,657) Net property and equipment ................ 851,183,819 838,738,344 839,857,197 833,843,150 829,342,959 Loans and other long-term receivables .... - - 6,503 - Investment in joint venture ....................... 966,339 929,006 1,005,459 1,020,755 1,048,804 Net pension asset ...................................... 111,844,314 36,379,901 16,662,414 - 5,757,520 Total noncurrent assets ............... 963,994,470 876,047,251 857,525,070 834,878,969 836,176,522 Total assets ......................... 1,596,867,151 1,373,599,494 $1,252,404,998 $1,198,460,865 $1,157,778,459 Deferred Outflows of Resources: Deferred gain on the refunding of debt . 6,386,774 6,439,819 6,802,878 - - Deferred outflows – Pension ................ . 36,339,342 28,310,693 28,187,987 63,670,921 61,495,100 Total deferred outflows .............. 42,726,116 34,750,512 34,990,865 63,670,921 61,495,100 Total assets and deferred outflows of resources…. $1,639,593,266 $1,408,350,006 $1,287,395,865 $1,262,131,786 $1,219,273,559 _________________________ (1) The changes in unrestricted and restricted cash and cash equivalents are due, for the most part, to the timing of the release of bond proceeds from restricted accounts until such proceeds are actually spent. (2) Including $1,997,733 of delinquent assessments (3) Including $1,997,733 of delinquent assessments (4) Including $1,997,733 of delinquent assessments (5) Including $1,892,192 of delinquent assessments (6) Including $384,417 of delinquent assessments (Source: Information is taken from the City’s audited financial statements. This summary itself has not been audited.) - 32 - SALT LAKE CITY CORPORATION, UTAH STATEMENT OF NET POSITION — GOVERNMENTAL ACTIVITIES (FISCAL YEARS ENDED JUNE 30) (continued) Unaudited FISCAL YEAR ENDED JUNE 30 2022 2021 2020 2019 2018 LIABILITIES: Current liabilities: Accounts payable ................................... $ 22,358,289 $ 18,596,608 $ 11,004,215 $ 8,971,850 $ 9,464,358 Accrued liabilities .................................. 17,638,787 16,098,048 17,113,193 14,102,810 24,413,747 Due to other funds for cash overdraft .... - 2,746,105 5,166,500 - Current portion of long-term compensated absences ......................... 22,318,014 3,132,026 2,243,741 2,474,761 445,411 Current portion of estimated claims payable ................................................. 982,232 19,592,573 - 2,325,578 - Current portion of right to use leased assets .................................................... 757,896 19,592,573 - 2,325,578 - Current portion of long-term debt: payable from unrestricted assets .......... 20,250,963 - 25,978,959 23,575,176 28,445,083 Other liabilities payable from restricted assets .................................................... 485,209 766,878 3,446,127 4,311,679 1,773,111 Current deposits and advance rentals ..... 4,604,024 5,434,989 5,788,342 6,296,651 2,972,167 Total current liabilities ................ 89,395,414 63,621,122 68,320,682 67,225,005 67,513,877 Noncurrent liabilities: Long-term compensation absences liability ................................................. 1,679,850 20,709,179 19,817,132 16,062,411 15,524,877 Estimated claims payable ....................... 11,133,858 12,927,192 7,581,192 6,866,805 8,755,597 Revenues collected in advance .............. 61,301,132 46,428,092 - - - Bonds payable ........................................ 233,571,447 240,097,483 243,201,008 256,924,802 274,161,402 Notes payable ......................................... 20,958,943 7,259,226 8,263,371 9,225,733 9,513,211 Net pension liability ............................... 19,818,161 63,037,523 101,798,719 158,219,805 100,432,991 Lease liability ......................................... 6,840,390 63,037,523 101,798,719 158,219,805 100,432,991 Total noncurrent liabilities.......... 355,303,781 390,458,695 380,661,422 447,299,556 408,388,078 Total liabilities ................... 444,699,195 454,079,817 448,982,104 514,524,561 475,901,955 Deferred Inflows of Resources: Deferred property tax revenues…… 122,354,376 106,291,546 104,983,955 99,797,016 95,222,510 Deferred Inflows-revenue collected in advance ............................................... 272,118 5,000 5,817,413 - - Unavailable grant revenue…………… - - - - 1,187,321 Deferred Inflows-Pension……………. 141,139,987 68,431,541 37,820,944 6,820,594 49,737,469 Total deferred inflows…………. 263,766,381 174,728,087 148,622,312 106,617,610 146,147,300 NET POSITION: Net investment in capital assets ............. 639,082,527 579,048,288 563,202,691 668,907,410 642,013,234 Restricted for: Debt service .......................................... 19,592,573 24,435,870 19,161,674 17,400,982 Capital projects .................................... 101,246,582 82,484,787 58,860,342 39,468,770 39,969,704 Unrestricted ............................................ 190,798,582 98,416,454 43,292,546 (86,548,239) (102,159,615) Total net position ........................ 931,127,691 779,542,102 689,791,449 640,989,615 597,224,232 Total liabilities and net position .. $1,639,593,266 $1,408,350,006 $1,287,395,865 $1,262,131,786 $1,219,273,559 _________________________ (Source: Information is taken from the City’s audited financial statements. This summary itself has not been audited.) - 33 - SALT LAKE CITY CORPORATION, UTAH BALANCE SHEET — GOVERNMENTAL FUNDS — GENERAL FUND (FISCAL YEARS ENDED JUNE 30) Unaudited 2022 2021 2020 2019 2018 ASSETS Cash and cash equivalents: Unrestricted $146,739,493 $102,997,255 $ 81,186,718 $ 66,930,200 $ 49,087,093 Restricted 486,015 1,445,291 1,479,040 1,214,680 119,303 Receivables Property, franchise and excise 154,709,657 136,947,857 125,990,575 121,146,223 109,657,724 Accounts Receivable 740,437 680,170 410,798 585,327 754,799 Taxes Receivable 5,558,037 4,643,313 6,508,528 9,637,005 7,282,610 Current portion of loans receivables 170,990 78,027 91,228 105,658 719,155 Other, principally accrued interest 708 4,091 - 3,595 4,048 Prepaids 2,257,746 2,212,414 2,295,517 2,222,173 2,108,725 Total Assets $310,663,083 $249,008,418 $217,962,404 $201,844,861 $169,733,457 LIABILITIES Accounts payable $ 5,911,271 $ 5,313,254 $ 4,422,547 $ 3,804,768 $ 3,947,162 Accrued liabilities 15,758,821 14,406,745 12,859,977 11,173,580 10,428,440 Due to other funds for cash overdraft - - - - 2,033,955 Current deposits and advance rentals 3,124,542 4,005,053 4,478,386 5,016,747 1,823,210 Current portion of long-term compensated absences 3,390,391 2,705,850 1,975,363 2,243,741 179,411 Total liabilities 28,185,025 26,430,902 23,736,273 22,238,836 18,412,178 DEFERRED INFLOWS OF RESOURCES Receivables not meeting available criterion 122,354,376 106,291,546 104,983,955 99,792,016 95,217,010 Total deferred inflows 122,354,376 106,291,546 104,983,955 99,792,016 95,217,010 FUND BALANCES Nonspendable 2,257,746 2,212,414 9,302,914 12,550,163 10,865,289 Restricted 20,423,209 12,139,443 - - - Assigned - - 9,899,196 15,891,696 8,731,775 Unassigned 137,442,727 101,934,113 70,040,066 51,372,150 36,507,205 Total fund balances 160,123,682 116,285,970 89,242,176 79,814,009 56,104,269 Total Liabilities and Fund Balances $310,663,083 $249,008,418 $217,962,404 $201,844,861 $169,733,457 (Source: The City’s Annual Comprehensive Financial Report for the indicated years. The summary above has not been audited.) - 34 - SALT LAKE CITY CORPORATION, UTAH STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE — GENERAL FUND (FISCAL YEARS ENDED JUNE 30) Unaudited Revenues And Expenditures 2022 2021 2020 2019 2018 Revenues: General property tax $119,319,206 $113,495,125 $112,588,053 $104,938,706 $101,731,444 Sales, use and excise taxes 160,262,167 122,654,953 116,199,002 99,403,846 67,940,454 Franchise taxes 11,750,309 23,952,168 26,863,146 27,238,435 27,286,331 Licenses 15,913,519 11,418,021 13,106,709 16,448,180 15,592,788 Permits 27,400,103 25,004,393 19,490,500 20,417,302 15,015,980 Fines and forfeitures 1,920,006 1,837,591 2,567,145 3,316,215 3,457,569 Interest and investment income (loss) (5,764,384) 1,141,861 2,996,417 4,604,973 2,263,772 Intergovernmental 5,960,591 4,781,753 5,086,254 6,006,496 5,791,774 Interfund service charges 21,717,361 20,971,348 20,574,064 16,363,849 11,413,982 Parking meter collections 2,997,333 1,915,888 2,771,331 3,509,898 3,404,582 Parking tickets 1,797,865 1,701,881 1,186,561 1,824,561 2,110,245 Rental and other income 833,338 816,715 760,012 4,618,165 916,512 Charges for services 5,007,262 4,026,186 3,523,747 955,516 4,755,198 Miscellaneous 7,784,653 2,800,718 4,554,707 5,308,035 6,025,249 Total Revenues 376,899,329 336,518,601 332,267,648 314,954,177 267,705,880 Expenditures: City Council 4,178,561 3,910,937 3,759,472 3,573,889 3,137,125 Mayor 4,158,916 3,495,653 3,862,232 3,121,458 2,856,010 City Attorney 7,195,428 6,840,902 6,788,279 6,643,806 5,896,933 Finance 8,519,579 7,872,632 7,827,573 7,596,941 6,758,236 Fire 45,657,909 40,360,501 42,336,507 42,266,968 39,165,845 Combined Emergency Services 8,819,337 7,557,911 7,953,949 8,066,766 7,377,133 Police 82,260,107 80,751,205 82,368,338 74,956,306 66,609,711 Community and Neighborhoods 21,508,923 23,616,595 23,407,408 22,291,042 21,409,611 Economic Development 2,652,403 2,243,608 1,985,238 1,689,398 1,650,691 Justice Court 4,642,516 4,340,743 4,428,065 4,389,467 4,276,010 Human Resources 3,153,725 2,576,008 2,663,132 2,614,565 2,524,603 Public Services 51,980,254 44,240,773 44,472,172 45,525,224 42,344,796 Nondepartmental 43,892,793 37,572,779 35,162,898 29,585,365 27,602,288 Debt Service: Principal 513,205 - - - - Interest and other fiscal charges 105,066 - - 675,866 583,117 Total Expenditures 289,238,722 265,380,247 267,015,263 252,997,061 232,192,109 Revenues Over (Under) Expenditures 87,660,607 71,138,354 65,252,385 61,957,116 35,513,771 Other Financing Sources (Uses): Proceeds from sale of property 87,044 38,996 6,484 43,697 9,756 Transfers in 19,920,935 8,447,676 6,800,493 7,564,419 8,345,810 Transfers out (63,830,875) (52,581,232) (62,631,195) (45,855,553) (38,436,099) Total Other Financing Sources (Uses) (43,822,896) (44,094,560) (55,824,218) (38,247,437) (30,080,533) Net Change in Fund Balances 43,837,711 27,043,794 9,428,167 23,709,740 5,433,238 Fund Balance Prior Year (July 1) 116,285,971 89,242,176 79,814,009 56,104,269 50,670,995 Fund Balance Year End (June 30) $160,123,682 $116,285,970 $89,242,176 $79,814,009 $56,104,269 (Source: The City’s Annual Comprehensive Financial Report for the indicated years. This summary has not been audited.) - 35 - HISTORICAL CITY TAX RATES TAX RATE PURPOSE 2022 2021 2020 2019 2018 General Purposes 0.002854 0.002942 0.003205 0.003236 0.003482 Interest & Sinking Fund 0.000556 0.000583 0.000648 0.000692 0.000772 Library 0.000652 0.000683 0.000745 0.000766 0.000834 Judgment Recovery 0.000014 0.000015 0.000025 0.000049 0.000032 Total Levy 0.004076 0.004223 0.004623 0.004743 0.005120 COMPARATIVE PROPERTY TAX RATES WITHIN SALT LAKE COUNTY T AX R ATE Tax Levying Entity 2022 2021 2020 2019 2018 Alta Town 0.000682 0.000760 0.001260 0.001292 0.001231 Bluffdale City 0.001161 0.001519 0.001695 0.001783 0.001442 Cottonwood Heights City 0.001442 0.001740 0.001898 0.002002 0.002088 Draper City 0.000927 0.001141 0.001227 0.001268 0.001352 Herriman City 0.000194 0.001997 0.000280 0.000287 0.000307 Holladay (City of) 0.001330 0.001605 0.001169 0.001235 0.001311 Midvale City 0.000870 0.000987 0.001043 0.001107 0.001166 Millcreek City 0.001453 0.001699 0.001841 0.001897 0.002012 Murray City 0.001855 0.002026 0.002128 0.002249 0.002383 Riverton City 0.000000 0.000000 0.000000 0.000000 0.000000 Salt Lake City 0.003158 0.003424 0.003540 0.003878 0.003977 Sandy City 0.000942 0.001174 0.001279 0.001337 0.001144 South Jordan City 0.001440 0.001628 0.001738 0.001802 0.001880 South Salt Lake City 0.002565 0.001536 0.001597 0.001715 0.001878 Taylorsville (City of) 0.000741 0.000825 0.000904 0.000943 0.001003 West Jordan City 0.001476 0.001788 0.001899 0.001999 0.002132 West Valley City 0.002800 0.002995 0.003263 0.003508 0.003706 ____________________ (Source: Property Tax Division, Utah State Tax Commission.) (The remainder of this page has been intentionally left blank.) - 36 - TAXABLE AND FAIR MARKET VALUE OF PROPERTY SALT LAKE CITY, UTAH Excluding Fee-In-Lieu/Age Based Valuation YEAR TAXABLE VALUE (1) % CHANGE OVER PRIOR YEAR FAIR MARKET VALUE (2) % CHANGE OVER PRIOR YEAR 2022 $ % $ % 2021 37,481,061,604 7.81 49,835,269,718 8.57 2020 34,767,046,397 10.24 45,901,481,982 10.62 2019 31,537,760,702 11.06 41,493,433,320 11.37 2018 28,398,218,663 10.65 37,255,665,617 10.16 Including Fee-In-Lieu/Age Based Valuation YEAR TAXABLE VALUE (1) % CHANGE OVER PRIOR YEAR FAIR MARKET VALUE (2) % CHANGE OVER PRIOR YEAR 2022 $ % $ % 2021 37,760,823,363 7.84 51,115,031,477 10.75 2020 35,017,043,338 10.02 46,151,478,923 10.45 2019 31,827,671,801 10.91 41,783,344,419 11.26 2018 28,698,075,594 10.57 37,555,522,547 10.10 _________________________ (1) Source: Property Tax Division, Utah State Tax Commission. (2) Estimated fair market value has been calculated by dividing the taxable value of primary residential property by .55, which eliminates the 45% exemption on primary residential property granted under the Property Tax Act. See “FINANCIAL INFORMATION REGARDING SALT LAKE CITY, UTAH — Property Tax Matters.” See “FINANCIAL INFORMATION REGARDING SALT LAKE CITY, UTAH — Historical Summaries of Taxable Values of Property.” (The remainder of this page has been intentionally left blank.) - 37 - HISTORICAL SUMMARIES OF TAXABLE VALUES OF PROPERTY SALT LAKE CITY, UTAH HISTORICAL SUMMARIES OF TAXABLE VALUES OF PROPERTY TAX CALENDAR YEARS 2018 THROUGH 2022 2022 2021 2020 2019 2018 TAXABLE VALUE % OF T.V. TAXABLE VALUE TAXABLE VALUE TAXABLE VALUE TAXABLE VALUE Set by State Tax Commission— Centrally Assessed Total centrally assessed .......... $2,419,066,942 $2,175,533,785 $2,126,963,506 $1,903,990,023 Set by County Assessor—Locally Assessed Real property: Primary residential ...................... 15,096,889,577 12,165,153,807 10,822,801,372 9,964,627,562 Secondary residential .................. 253,010,810 205,015,920 192,528,490 194,075,460 Commercial and industrial .......... 16,263,210,490 13,909,955,600 12,595,446,540 11,101,906,410 Unimproved Non-FAA-Vacant .. 2,662,640 2,252,380 4,792,980 1,984,120 Agricultural ................................. 179,140 80,200 86,410 119,640 Total real property ..................... 31,615,952,657 26,282,457,907 23,615,655,792 21,262,713,192 Personal property: Primary mobile homes ................ 2,698,118 2,890,504 2,967,127 3,111,443 Secondary mobile homes ............ 6,997,215 7,231,515 9,102,863 6,013,731 Other business personal property 3,436,311,697 3,068,613,703 2,642,478,295 2,487,439,219 SCME (1) ...................................... 34,975 1,033,288 1,051,080 1,195,853 Total personal property ............. 3,446,042,005 3,079,769,010 2,655,599,365 2,497,760,246 Fee in lieu/age based property (2) ..... 279,761,759 289,911,099 299,856,931 289,127,895 Total locally assessed ................ 35,341,756,421 29,652,138,016 26,571,112,088 24,049,601,243 Total taxable value .................... $37,760,823,363 $31,827,671,801 $28,698,075,594 $25,953,591,266 Total taxable value (less fee in lieu/age based property) .. $37,481,061,604 $31,537,760,702 $28,398,218,663 $25,664,436,461 _________________________ (1) Semiconductor Manufacturing Equipment. (2) See “FINANCIAL INFORMATION REGARDING SALT LAKE CITY, UTAH — Property Tax Matters.” (Source: Property Tax Division, Utah State Tax Commission.) (The remainder of this page has been intentionally left blank.) - 38 - TAX COLLECTION RECORD FISCAL YEAR TOTAL TAX LEVY FOR COLLECTED WITHIN THE FISCAL YEAR OF THE LEVY(1) COLLECTION IN SUBSEQUENT TOTAL COLLECTIONS TO DATE ENDED JUNE 30 FISCAL YEAR ($000) AMOUNT ($000) PERCENTAGE OF LEVY YEARS ($000) AMOUNT ($000) PERCENTAGE OF LEVY 2022 $133,934,650 $126,400,272 94.37% $ - $126,400,272 94.37% 2021 124,271,831 121,629,772 97.87 1,816,667 123,446,439 99.34 2020 122,801,447 120,692,895 98.28 1,812,274 122,505,169 99.76 2019 113,989,191 111,401,720 97.73 2,465,707 113,867,427 99.89 2018 110,750,729 108,500,440 97.97 2,206,670 110,707,110 99.96 _________________________ (1) Payments are not considered delinquent until after November 30. (Source: Salt Lake City Corporation Annual Comprehensive Financial Report for the year ended June 30, 2022.) SOME OF THE LARGEST TAXPAYERS IN THE CITY TAXPAYER TYPE OF BUSINESS 2021 TAXABLE VALUE(1) % OF THE CITY’S 2021 TAXABLE VALUE LDS Church (Property Reserve, City Creek Reserve, Deseret Title) Real Estate Holding $1,281,589,549 3.06% PacifiCorp Electric Utility 551,254,839 1.32 Delta Airlines Air Transportation 398,635,830 0.95 Oakmont Properties Real Estate Holding 246,459,636 0.59 Wasatch Plaza Holdings LLC Real Estate Holding 241,324,100 0.58 Questar Gas Natural Gas 219,370,696 0.52 Skywest Airlines Air Transportation 214,271,175 0.51 MPLD Husky LLC Machining, Fabrication 210,682,000 0.50 KBSIII, LLC Real Estate Holding 209,208,200 0.50 Verizon Communications Inc. Communication 172,784,768 0.41 $3,745,580,793 _________________________ (1) Taxable Value used in this table excludes all tax equivalent property associated with motor vehicles, watercraft, recreational vehicles, and all other tangible personal property required to be registered with the State. See “FINANCIAL INFORMATION REGARDING SALT LAKE CITY, UTAH — Taxable and Fair Market Value of Property.” (Source: Salt Lake City Corporation Annual Comprehensive Financial Report for the year ended June 30, 2022.) RECENT DEVELOPMENTS {To be updated by the City.} General. Fiscal year 2022 general fund expenses are expected to end very close to budget. Overall revenue for fiscal year 2022 is projected to be $31.0 million over budget. Permit and license revenue is expected to be higher than budgeted due to increases in construction related to permitting and a rebound of travel related taxes such as innkeepers and Airport parking. Total sales tax revenues are approximately $25.4 million over budget due to robust retail spending, specifically in online sales. Fund balance for the end of fiscal year 2021 was $68.7 million or 20.44% of total revenues for the year. The City Council and administration have an internal goal to keep the fund balance above 14% of total revenue for each fiscal year. In fiscal year 2020 the total fund balance was $64.5 million (19.13%). Fiscal year 2022 budget grew by approximately 43.7%, an increase of $534.7 million as compared to the previous year. Major general fund - 39 - expense increases were $23.6 million mostly associated with salary and benefit cost increases, 49.85 new positions at a budgeted cost of $4.6 million. COVID-19. The City has also received $7,987,257 in Rental Assistance and $42,705,786 (first 50% installment) from The American Rescue Plan. INVESTMENT CONSIDERATIONS CLIMATE CHANGE Climate change caused by human activities may have adverse effects on the City. As greenhouse gas emissions continue to accumulate in the atmosphere as a result of economic activity, climate change is expected to intensify, increasing the frequency, severity and timing of extreme weather events such as coastal storm surges, drought, wildfires, floods and heat waves, and rising sea levels. The future fiscal impact of climate change on the City is difficult to predict, but it could be significant and it could have a material adverse effect on the City’s finances by requiring greater expenditures to counteract the effects of climate change or by changing the business and activities of City residents. The City considers the potential effects of climate change in its planning. CYBERSECURITY The risk of cyberattacks against commercial enterprises, including those operated for a governmental purpose, has become more prevalent in recent years. At least one of the rating agencies factors the risk of such an attack into its ratings analysis, recognizing that a cyberattack could affect liquidity, public policy and constituent confidence, and ultimately credit quality. A cyberattack could cause the informational systems of the City to be compromised and could limit operational capacity, for short or extended lengths of time and could bring about the release of sensitive and private information. Additionally, other potential negative consequences include data loss or compromise, diversion of resources to prevent future incidences and reputational damage. To date, the City has not been the subject of a successful cyberattack. The City believes it has made all reasonable efforts to ensure that any such attack is not successful and that the information systems of the City are secure. However, there can be no assurance that a cyberattack will not occur in a manner resulting in damage to the City’s information systems or other challenges. The City has insurance coverage for cyber liability. See “FINANCIAL INFORMATION REGARDING SALT LAKE CITY, UTAH–Insurance Coverage” herein. TAX TREATMENT FEDERAL INCOME TAXATION Interest on the Bonds is includible in gross income for federal income purposes. Ownership of the Bonds may result in other federal income tax consequences to certain taxpayers. Bondholders should consult their tax advisors with respect to the inclusion of interest on the Bonds in gross income for federal income tax purposes and any collateral tax consequences. - 40 - The City may deposit moneys or securities in escrow in such amount and manner as to cause the Bonds to be deemed to be no longer outstanding for purposes of calculating outstanding debt under State law (a “defeasance”). A defeasance of the Bonds may be treated as an exchange of the Bonds by the holders thereof and may therefore result in gain or loss to the holders. Bond holders should consult their own tax advisors about the consequences if any of such a defeasance. The City is required to provide notice of defeasance of the Bonds as a material event under its Continuing Disclosure Agreement. UTAH INCOME TAXATION In the opinion of Bond Counsel, under the existing laws of the State of Utah, as presently enacted and construed, interest on the Bonds is exempt from taxes imposed by the Utah Individual Income Tax Act. Bond Counsel expresses no opinion with respect to any other taxes imposed by the State or any political subdivision thereof. Ownership of the Bonds may result in other state and local tax consequences to certain taxpayers. Bond Counsel expresses no opinion regarding any such collateral consequences arising with respect to the Bonds. Prospective purchasers of the Bonds should consult their tax advisors regarding the applicability of any such state and local taxes. LITIGATION The City Attorney reports the following matters involving potential financial liability of the City: Lawsuits are periodically filed against the City and/or its employees, involving tort and civil rights matters. The City has a statutory obligation to defend and indemnify its officers and employees in relation to lawsuits arising from acts or failures to act of the officers or employees while in the scope and course of employment. The City maintains a governmental immunity fund for claims against the City. In the event the fund is not sufficient to pay any outstanding judgment or judgments, the City has the ability under State law to levy a limited ad valorem tax to pay such judgments. This tax levy is separate and apart from the other taxing powers of the City. The City also has contract claims, condemnation proceedings and environmental matters, none of which is expected to materially adversely affect the City’s financial condition. CONTINUING DISCLOSURE The City will enter into a Continuing Disclosure Agreement (the “Agreement”), in substantially the form attached hereto as APPENDIX B, for the benefit of the beneficial owners of the Bonds to send certain information annually and to provide notice of certain events to the Municipal Securities Rulemaking Board pursuant to the requirements of Section (b)(5) of Rule 15c2-12 (the “Rule”) adopted by the Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934. - 41 - The City has entered into a number of continuing disclosure undertakings pursuant to the Rule with respect to the bonds it has issued and has contracted with a number of dissemination agents to file annual information and notices of certain events on behalf of the City. In the previous five years the City provided its annual financial information and audited financial statements to the applicable dissemination agent in advance of the deadline specified in the applicable continuing disclosure undertaking. Dissemination agents for certain of the City’s bonds filed such information late; however, the information was filed within 10 days of the deadline. Additionally, with respect to certain water and sewer bonds, during the previous five years the City filed the audited financial statements of the City’s utilities system, but did not include the audited financial statements of the City. Corrective filings have been made and the City has taken steps to ensure that in the future the City’s audited financial statements will be filed for such water and sewer revenue bonds as required. At the time of the initial corrective filings the City determined that such filings were immaterial with respect to certain maturities of the water and sewer revenue bonds that had already matured, and corrective filing were not made for such maturities. In connection with a prior purchase of certain of the City’s general obligation bonds, the purchaser requested that corrective filings be made for such previously matured water and sewer revenue bonds. The City complied with such request despite having determined that such filings were not material. The City has an ongoing program of financing its fleet vehicles through capital leases. In continuation of that program, following the expiration of a master lease agreement, on August 2, 2021, the City entered into a new Municipal Master Lease Agreement (the “Master Lease”) to finance the City vehicles for the next five (5) years. The City recently determined that, although the Master Lease was a continuation of the City’s longstanding vehicle financing program, notice of the Master Lease should have been posted on EMMA as a material financial obligation for certain of its bonds. Subsequent to such determination, notice of the Master Lease was posted on EMMA. The City has adopted continuing disclosure policies and procedures to help ensure compliance with its continuing disclosure undertakings. A failure by the City to comply with the Agreement will not constitute a default under the Resolution and beneficial owners of the Bonds are limited to the remedies described in the Agreement. A failure by the City to comply with the Agreement must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price. See “FORM OF CONTINUING DISCLOSURE AGREEMENT” attached hereto as APPENDIX B for the information to be provided, the events which will be noticed on an occurrence basis and the other terms of the Agreement, including termination, amendment and remedies. APPROVAL OF LEGAL PROCEEDINGS The authorization and issuance of the Bonds are subject to the approval of Chapman and Cutler LLP, Bond Counsel to the City. Certain legal matters will be passed upon for the City by - 42 - the City Attorney and by Chapman and Cutler LLP, as the City’s Disclosure Counsel. The approving opinion of Bond Counsel will be delivered with the Bonds in substantially the form set forth in APPENDIX C of this Official Statement and will be made available upon request from the contact persons as indicated under “INTRODUCTION — Contact Persons.” The various legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. By rendering a legal opinion, the opinion giver does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or of the future performance of parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. BOND RATINGS As of the date of this Official Statement, the Bonds have been rated “____” and “____” by Fitch Ratings, Inc. and by Moody’s Investors Service, Inc., respectively. Any explanation of the significance of the ratings may only be obtained from the rating service furnishing the same. There is no assurance that the ratings given will be maintained for any period of time or that the ratings will not be revised downward or withdrawn entirely by the rating agency if, in its judgment, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the Bonds. MUNICIPAL ADVISOR The City has entered into an agreement with Stifel, Nicolaus & Company, Incorporated (the “Municipal Advisor”), whereunder the Municipal Advisor provides financial recommendations and guidance to the City with respect to preparation for sale of the Bonds, timing of the sale, tax-exempt bond market conditions, costs of issuance and other factors related to the sale of the Bonds. The Municipal Advisor has participated in the preparation of and provided information for certain portions of the Official Statement, but has not audited, authenticated or otherwise verified the information set forth in the Official Statement, or any other related information available to the City, with respect to accuracy and completeness of disclosure of such information, and the Municipal Advisor makes no guaranty, warranty or other representation respecting accuracy and completeness of the Official Statement or any other matter related to the Official Statement. INDEPENDENT AUDITORS The basic financial statements of Salt Lake City Corporation as of and for the Year Ended June 30, 2022 included in APPENDIX A to this Official Statement, have been audited by Eide Bailly LLP, independent auditors, as stated in their report appearing herein. - 43 - MISCELLANEOUS All quotations contained herein from and summaries and explanations of the State Constitution, statutes, programs and laws of the State, court decisions and the Resolution, do not purport to be complete, and reference is made to the State Constitution, statutes, programs, laws, court decisions and the Resolution for full and complete statements of their respective provisions. Any statements in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representation of fact. The appendices attached hereto are an integral part of this Official Statement and should be read in conjunction with the foregoing material. This Preliminary Official Statement is in form deemed final for purposes of paragraph (b)(1) of Rule 15c2-12 of the Securities and Exchange Commission. This Official Statement and its distribution and use have been duly authorized by the City. SALT LAKE CITY, UTAH A-1 APPENDIX A SALT LAKE CITY CORPORATION FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2022 B-1 APPENDIX B FORM OF CONTINUING DISCLOSURE AGREEMENT C-1 APPENDIX C PROPOSED FORM OF OPINION OF BOND COUNSEL Draft 5/11/23 Certificate of Determination v3 8711038/RDB/mo CERTIFICATE OF DETERMINATION PURSUANT TO RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF FEDERALLY TAXABLE GENERAL OBLIGATION BONDS, SERIES 2023 DATED: __________, 2023 1. Authority; Definitions. Pursuant to Resolution No. __ of 2023 Authorizing the Issuance and Sale of up to $25,500,000 Federally Taxable General Obligation Bonds, Series 2023, adopted by the City Council of Salt Lake City, Utah (the “Issuer”), on June 13, 2023 (the “Resolution”), the Issuer has authorized the issuance of its Federally Taxable General Obligation Bonds, Series 2023 (the “Bonds”). This certificate is executed pursuant to and in accordance with the delegation of authority contained in the Resolution, as authorized by law. All terms used herein and not otherwise defined herein shall have the meanings specified in the Resolution. 2. Acceptance of Bid. The bid of ____________________, __________, __________ (the “Purchaser”), conforms to the parameters, deadlines and procedures set forth in the notice of sale prepared in connection with the advertisement for sale of the Bonds and is the best bid received for the purchase of the Bonds, resulting in the sale of the Bonds at the lowest obtainable interest rate (a copy of the bid, together with a list of bids received for the Bonds, is attached hereto as Exhibit A). The bid of the Purchaser for the purchase of the Bonds, which is set out in full in Exhibit A hereto, is hereby accepted, it being hereby found, determined and declared that the Bonds bear interest at the lowest obtainable interest rate. The Bonds shall be issued by the Issuer for the purpose set forth in the Resolution. The sale of the Bonds to the Purchaser at the price of $__________ (representing the par amount of the Bonds, plus $__________ net original issue premium and less $__________ Purchaser’s discount) is hereby confirmed. The Bonds shall be delivered to the Purchaser and the proceeds of sale thereof applied as provided in the Resolution and as set forth below. 3. Aggregate Principal Amount and Maturity of Bonds. The Bonds shall be issued for the purpose specified in Section 202 of the Resolution in the aggregate principal amount of $__________. The Bonds shall mature on the dates and in the principal amounts, and shall bear interest payable semiannually on June 15 and December 15, commencing December 15, 2023 at the respective rates per annum, shown below: - 2 - Certificate of Determination JUNE 15 AMOUNT MATURING INTEREST RATE 4. Use of Proceeds and Legally Available Funds of the Issuer. All of the proceeds of the sale of the Bonds shall be deposited in the Project Account established pursuant to the Resolution. 5. Authorized Denominations. The Bonds shall be issued in the Authorized Denomination of $5,000 or any whole multiple thereof. 6. Redemption Provisions. The Bonds maturing on or after June 15, 20__, shall be subject to redemption prior to maturity, at the election of the Issuer, on __________ 15, 20__ (the “First Redemption Date”), and on any date thereafter, in whole or in part, from such maturities or parts thereof as shall be selected by the Issuer, upon notice given as provided in the Resolution, at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed plus accrued interest thereon to the date fixed for redemption. Bonds maturing on or prior to the First Redemption Date shall not be subject to optional redemption. 7. Book-Entry Bonds. The Bonds shall be initially issued as Book-Entry Bonds. (Signature page follows.) - 3 - Certificate of Determination IN WITNESS WHEREOF, I have hereunto set my hand as of the day and year first above written. By ____________________________________ Mayor By ____________________________________ Vice Chair, Salt Lake City Council APPROVED AS TO FORM: By ____________________________________ Senior City Attorney Exhibit A Certificate of Determination EXHIBIT A Copies of Winning Bid and List of Bids Received for the Bonds Draft 5/11/23 Dissemination Agency Agreement v3 8711038/RDB/mo DISSEMINATION AGENCY AGREEMENT with respect to the CONTINUING DISCLOSURE UNDERTAKING OF SALT LAKE CITY, UTAH (as an “Obligated Person”) for the purpose of providing continuing disclosure information under Section (b)(5) of Rule 15c2-12 DATED: __________, 2023 This Dissemination Agency Agreement (the “Agency Agreement”) is executed and delivered by Salt Lake City, Utah (the “Issuer”), and U.S. Bank Trust Company, National Association (the “Dissemination Agent”) in connection with the issuance of $__________ Federally Taxable General Obligation Bonds, Series 2023 (the “Bonds”). The Bonds are being issued pursuant to Resolution No. __ of 2023, Authorizing the Issuance and Sale of the the Bonds, adopted by the City Council of the City on June 13, 2023, including as a part of such resolution that certain Certificate of Determination, dated __________, 2023 (collectively, the “Resolution”). Simultaneously with the execution and delivery of this Agency Agreement, the Issuer has executed and delivered its Continuing Disclosure Agreement dated as of the date hereof (as it may be amended from time to time, the “Undertaking”), a copy of which is attached hereto as Exhibit I. The Issuer and the Dissemination Agent covenant and agree as follows: SECTION 1. PURPOSE OF THIS AGREEMENT. This Agency Agreement is executed and delivered by the Issuer and the Dissemination Agent as of the date hereof in order to assist the Issuer in complying with the filing requirements contained in the Undertaking. SECTION 2. DEFINITIONS. The terms set forth below shall have the following meanings in this Agency Agreement, unless the context clearly otherwise requires. “Annual Financial Information” means the financial information and operating data described in Exhibit I to the Undertaking. “Annual Financial Information Disclosure” means the dissemination of disclosure concerning Annual Financial Information and the dissemination of the Audited Financial Statements as set forth in Section 4. “Audited Financial Statements” means the audited financial statements of the Issuer prepared pursuant to the standards and as described in Exhibit I to the Undertaking. “Authorized Issuer Official” means the Mayor, the Chief of Staff, the City Recorder, any Deputy City Recorder, the City Treasurer or the Deputy Treasurer of the City. - 2 - Dissemination Agency Agreement “Commission” means the Securities and Exchange Commission. “Dissemination Agent” means any person from time to time acting as the Dissemination Agent under this Agency Agreement, initially U.S. Bank Trust Company, National Association. “EMMA” means the MSRB through its Electronic Municipal Market Access system for municipal securities disclosure or through any other electronic format or system prescribed by the MSRB for purposes of the Rule. “Event” means the occurrence of any of the events set forth in Exhibit II to the Undertaking. “MSRB” means the Municipal Securities Rulemaking Board. “Reportable Event” means the occurrence of an Event with respect to the Bonds that should be disclosed as provided in the Undertaking and Section 5 hereof. “Reportable Events Disclosure” means dissemination of disclosure concerning a Reportable Event as set forth in Section 5. “Rule” means 15c2-12 adopted by the Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “State” means the State of Utah. SECTION 3. CUSIP NUMBER/FINAL OFFICIAL STATEMENT. The CUSIP Numbers of the Bonds are as follows: JUNE 15 OF THE YEAR CUSIP NUMBER JUNE 15 OF THE YEAR CUSIP NUMBER The Final Official Statement relating to the Bonds is dated __________, 2023 (the “Final Official Statement”), and a true and complete copy of the Final Official Statement is attached hereto as Exhibit II. - 3 - Dissemination Agency Agreement SECTION 4. ANNUAL FINANCIAL INFORMATION DISCLOSURE. Subject to Section 12 of this Agency Agreement, the Issuer hereby covenants that it will deliver its Annual Financial Information and its Audited Financial Statements (in the form and by the dates set forth in Exhibit I to the Undertaking), as further described in Section 4 of the Undertaking, signed by an Authorized Issuer Official, to the Dissemination Agent for dissemination as set forth in Section 6. SECTION 5. EVENTS NOTIFICATION; REPORTABLE EVENTS DISCLOSURE. Subject to Section 12 of this Agency Agreement, the Issuer hereby covenants that it will provide a written description to the Dissemination Agent of Reportable Events Disclosure in a timely manner, signed by an Authorized Issuer Official. The Dissemination Agent shall have no duty or responsibility to review the determination of the Issuer that such Event is a Reportable Event or the written description of such Reportable Event. The Dissemination Agent will disseminate Reportable Events Disclosure as set forth in Section 7 herein. SECTION 6. MANNER AND TIME BY WHICH ANNUAL FINANCIAL INFORMATION DISCLOSURE IS TO BE DISSEMINATED BY THE DISSEMINATION AGENT; DUTY OF DISSEMINATION AGENT. Annual Financial Information will be provided by the Issuer to the Dissemination Agent at least fifteen (15) days prior to the date such information must be delivered to EMMA. Audited Financial Statements will be provided by the Issuer as soon as practicable after the Audited Financial Statements are available to the Issuer, to the Dissemination Agent. Thirty (30) days prior to the date the Issuer is required to provide information to the Dissemination Agent, the Dissemination Agent shall notify the Issuer that such information is due, and shall inform the Issuer in writing of any changes known to the Dissemination Agent in the form or media requirements of EMMA, which have occurred since the date of the last filing by the Issuer (or since the date hereof, as the case may be). MSRB Rule G-32 currently requires all EMMA filings to be in word-searchable PDF format. This requirement extends to all documents to be filed with EMMA, including financial statements and other externally prepared reports. The Dissemination Agent is hereby directed by the Issuer to cause the Annual Financial Information and the Audited Financial Statements to be delivered to EMMA in such manner so that such entity receives the information within two (2) business days after receipt of such information by the Dissemination Agent. The Dissemination Agent agrees to so disseminate such information in the form delivered to it by the Issuer. The Dissemination Agent is acting hereunder solely in an agency capacity, as more fully described in this Agency Agreement, and as such is merely a conduit for the Issuer, and shall have no liability or responsibility for the form, accuracy or completeness of any information furnished hereunder. Any information furnished by the Dissemination Agent hereunder may contain a legend to such effect. The Dissemination Agent shall promptly file a report with the Issuer stating the date the Annual Financial Information Disclosure was filed and where such information was filed. - 4 - Dissemination Agency Agreement In the event that the Dissemination Agent has not received the Annual Financial Information Disclosure by the dates on which such information is required to be filed with EMMA, the Issuer hereby instructs the Dissemination Agent to promptly notify EMMA of such failure, and the Dissemination Agent shall promptly deliver to the Issuer a copy of its notification to EMMA of such failure. SECTION 7. MANNER AND TIME BY WHICH REPORTABLE EVENTS DISCLOSURE IS TO BE MADE PUBLIC BY THE DISSEMINATION AGENT. The Dissemination Agent is hereby directed by the Issuer to cause the Reportable Events Disclosure to be delivered to EMMA in such manner so that such entity receives the information no later than ten (10) business days after the occurrence of such Reportable Event (as such date of occurrence is specified in the Reportable Events Disclosure) or, if received after such ten (10) business days, not more than one (1) business days after receipt of such information by the Dissemination Agent. The Dissemination Agent agrees to so disseminate such information in the form delivered to it by the Issuer. The Dissemination Agent is acting hereunder solely in an agency capacity, as more fully described in Section 14 of this Agency Agreement, and as such is merely a conduit for the Issuer, and shall have no liability or responsibility for the accuracy or completeness of any information furnished hereunder. Any information furnished by the Dissemination Agent hereunder may contain a legend to such effect. The Dissemination Agent shall promptly file a report with the Issuer stating the date the Reportable Events Disclosure was filed and where such information was filed. SECTION 8. TRANSMITTAL MEDIA. Subject to Section 10 hereof, all such Annual Financial Information Disclosure or any written description of a Reportable Event shall be furnished by the Issuer to the Dissemination Agent in word-searchable PDF format or in such other form or format as may be subsequently agreed upon by the Issuer and the Dissemination Agent in order to accommodate filing requirements of EMMA. Such filing shall be made to the following address, or to such other address (including any electronic mail address) as may be specified in writing to the Issuer by the Dissemination Agent from time to time: U.S. Bank Trust Company, National Association Attn: Laurel Bailey 170 South Main Street, Suite 200 Salt Lake City, Utah 84101 One business day prior to the date the Dissemination Agent is required to notify the Issuer that Annual Financial Information is due or upon receipt of a Reportable Events Disclosure, the Dissemination Agent shall determine, in the manner it deems appropriate, the manner and medium by which continuing disclosure information is to be transmitted and filed with EMMA. SECTION 9. CONSEQUENCES OF FAILURE OF THE ISSUER TO PROVIDE INFORMATION. In the event that the Issuer shall fail to provide Annual Financial Information Disclosure when the same is due to EMMA pursuant to the Undertaking, the Issuer has instructed the Dissemination Agent in Section 6 of this Agency Agreement to notify EMMA. - 5 - Dissemination Agency Agreement A default hereunder (a) shall not be deemed an Event of Default under the Resolution and (b) shall not, in and of itself, constitute a violation of any of the Issuer’s obligations set forth in the Undertaking. SECTION 10. AMENDMENTS; WAIVER. Notwithstanding any other provision of this Agency Agreement, the Issuer and the Dissemination Agent may amend this Agency Agreement, and any provision of this Agency Agreement may be waived, if such amendment or waiver is supported by a certified resolution or ordinance of the Issuer authorizing such amendment or waiver. In the event that the Commission or the MSRB or other regulatory authority shall approve or require Annual Financial Information Disclosure or Reportable Events Disclosure to be made to a central post office, governmental agency or similar entity other than EMMA or in lieu of EMMA, the Dissemination Agent shall, if required, make such dissemination to such central post office, governmental agency or similar entity in the form required by such entity without the necessity of amending this Agency Agreement. SECTION 11. TERMINATION OF THIS AGENCY AGREEMENT. Either party to this Agency Agreement may terminate this Agency Agreement by giving written notice to the other party at least 30 days prior to such termination. The Dissemination Agent shall be fully discharged at the time any such termination is effective. The Issuer is not required to appoint a successor Dissemination Agent. The absence of a Dissemination Agent shall not relieve the Issuer of its responsibilities pursuant to the Undertaking. SECTION 12. ADDITIONAL INFORMATION. Nothing in this Agency Agreement shall be deemed to prevent the Issuer from delivering any other information to the Dissemination Agent, using the means of dissemination set forth in this Agency Agreement or any other means of communication, or including any other information in any Annual Financial Information Disclosure or notice of occurrence of a Reportable Event, in addition to that which is required by this Agency Agreement. If the Issuer includes any information from any document or notice of occurrence of a Reportable Event in addition to that which is specifically required by this Agency Agreement, the Issuer shall have no obligation under this Agency Agreement to update such information or include it in any future disclosure or notice of occurrence of a Reportable Event. SECTION 13. INDEMNIFICATION. The Issuer hereby agrees to hold harmless and to indemnify the Dissemination Agent, its employees, officers, directors, agents and attorneys from and against any and all claims, damages, losses, liabilities, reasonable costs and expenses whatsoever (including attorneys’ fees and expenses) which may be incurred by the Dissemination Agent by reason of, or in connection with the performance of its duties, the exercise of any of its powers or rights, or the disclosure of information in accordance with this Agency Agreement, it being expressly understood that such indemnification does not extend to such claims, damages, losses, liabilities, costs or expenses resulting directly from the negligence or willful misconduct of the Dissemination Agent in the performance of its express duties under this Agency Agreement. - 6 - Dissemination Agency Agreement SECTION 14. RIGHTS, DUTIES AND LIMITATIONS WITH RESPECT TO THE DISSEMINATION AGENT. (a) The Dissemination Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agency Agreement, and no implied covenants or obligations shall be read into this Agency Agreement against the Dissemination Agent. (b) In the absence of bad faith on its part, the Dissemination Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Dissemination Agent and conforming to the requirements of this Agency Agreement. (c) In the case of any Annual Financial Information Disclosure or any Reportable Events Disclosure, or any opinions which by any provision hereof are specifically required to be furnished to the Dissemination Agent, the Dissemination Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agency Agreement, but shall be under no duty to verify independently or investigate the accuracy or completeness of any information contained therein or the correctness of any opinion furnished hereunder. (d) No provision of this Agency Agreement shall require the Dissemination Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. (e) The Dissemination Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including without limitation any written direction signed by an Authorized Issuer Official. (f) Any information, including the Annual Financial Information Disclosure or a description of a Reportable Event of the Issuer mentioned herein shall be sufficiently authenticated for purposes of dissemination hereunder if it is accompanied by a written instrument signed by the Authorized Issuer Official. (g) The Dissemination Agent may consult with counsel of its choice and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon, it being understood for purposes of this provision that such counsel may, with the consent of the Issuer, be counsel to the Issuer. (h) The Dissemination Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document. SECTION 15. COMPENSATION. The Issuer hereby agrees to compensate the Dissemination Agent for the services provided and the expenses incurred pursuant to this Agency Agreement, in an amount to be agreed upon from time to time hereunder and to reimburse the Dissemination - 7 - Dissemination Agency Agreement Agent upon its request for all reasonable expenses, disbursements and advances incurred by the Dissemination Agent hereunder (including any reasonable compensation and expenses of counsel), except any such expense, disbursement or advance that may be attributable to its negligence, willful misconduct, or bad faith. SECTION 16. BENEFICIARIES. This Agency Agreement shall inure solely to the benefit of the Issuer and the Dissemination Agent, and shall create no rights in any other person or entity. SECTION 17. RECORDKEEPING. The Dissemination Agent shall maintain records of all Annual Financial Information Disclosure and Reportable Events Disclosure including the content of such disclosure, the names of the entities where such disclosure was filed and the date of filing such disclosure, and any return receipts and copies of such information shall be available to the Issuer upon reasonable request and upon the payment of reasonable copying and delivery charges. Nothing herein shall require or permit delivery of any Annual Financial Information, Audited Financial Statements or Reportable Events Disclosure to any Bondholder, broker, prospective investor or any other third party by the Dissemination Agent. SECTION 18. GOVERNING LAW. This Agency Agreement shall be governed by the laws of the State of Utah. SECTION 19. COUNTERPARTS. This Agency Agreement may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original; and such counterparts shall constitute but one and the same instrument. SECTION 20. REPRESENTATION REGARDING ETHICAL STANDARDS FOR ISSUER OFFICERS AND EMPLOYEES AND FORMER ISSUER OFFICERS AND EMPLOYEES. The Dissemination Agent represents that it has not: (a) provided an illegal gift or payoff to an Issuer officer or employee or former Issuer officer or employee, or his or her relative or business entity; (b) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, or brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business; (c) knowingly breached any of the ethical standards set forth in the Issuer’s conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or (d) knowingly influenced, and hereby promises that it will not knowingly influence, an Issuer officer or employee or former Issuer officer or employee to breach any of the ethical standards set forth in the Issuer’s conflict of interest ordinance, Chapter 2.44, Salt Lake City Code. - 8 - Dissemination Agency Agreement DATED as of the day and year first above written. SALT LAKE CITY, UTAH By: ____________________________________ Mayor Address: 451 South State Street Salt Lake City, Utah 84111 COUNTERSIGN AND ATTEST: By_________________________________ City Recorder [SEAL] APPROVED AS TO FORM: By: ____________________________________ Senior City Attorney U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION By: ____________________________________ Vice President Address: Attn: Laurel Bailey 170 South Main Street, Suite 200 Salt Lake City, Utah 84101 EXHIBIT-I Dissemination Agency Agreement EXHIBIT I [ATTACH FORM OF UNDERTAKING] EXHIBIT-II Dissemination Agency Agreement EXHIBIT II [ATTACH FINAL OFFICIAL STATEMENT]