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Proposed Resolution - 5/23/20244871-4591-9676, v. 3 2 RESOLUTION NO. _____ A RESOLUTION OF THE CITY COUNCIL OF SALT LAKE CITY, UTAH AUTHORIZING THE ISSUANCE AND SALE OF NOT MORE THAN $39,525,000 AGGREGATE PRINCIPAL AMOUNT OF PUBLIC UTILITIES REVENUE BONDS, SERIES 2024A; FIXING THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF THE BONDS, THE MAXIMUM NUMBER OF YEARS OVER WHICH THE BONDS MAY MATURE, THE MAXIMUM INTEREST RATE, IF ANY, OR ASSESSMENT FEE WHICH THE BONDS MAY BEAR, AND THE MAXIMUM DISCOUNT FROM PAR AT WHICH THE BONDS MAY BE SOLD; PROVIDING FOR THE PUBLICATION OF A NOTICE OF PUBLIC HEARING AND BONDS TO BE ISSUED; PROVIDING FOR THE RUNNING OF A CONTEST PERIOD; AUTHORIZING THE EXECUTION BY THE CITY OF A SUPPLEMENTAL INDENTURE, AND OTHER DOCUMENTS REQUIRED IN CONNECTION THEREWITH; AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION; AND RELATED MATTERS. WHEREAS, pursuant to the provisions of the Local Government Bonding Act, Title 11, Chapter 14, Utah Code Annotated 1953, as amended (the “Bond Act”), Salt Lake City, Utah (the “City”), is authorized to issue public utilities revenue bonds (to be issued in one or more series and with such other series or title designation(s) as may be determined by the City) payable from the net revenues of its existing water, sewer, storm drain and street lighting systems (collectively, the “System”) for the municipal purposes set forth therein; and WHEREAS, subject to the limitations set forth herein, the City Council of the City (the “Council”) desires to authorize the issuance of the City’s Public Utilities Revenue Bonds, Series 2024A (the “Series 2024A Bonds”) to (a) finance water improvements to the System, including the replacement of water lines (collectively, the “Project”) and (b) pay costs of issuance of the Series 2024A Bonds, pursuant to this Resolution, the Bond Act, a Master Trust Indenture, dated as of January 1, 2004, as heretofore amended and supplemented (the “Master Indenture”), between the City and U.S. Bank Trust Company, National Association (formerly known as U.S. Bank National Association), as trustee (the “Trustee”), and a Supplemental Indenture to be entered into between the City and the Trustee (the “Supplemental Indenture” and collectively with the Master Indenture, the “Indenture”), in substantially the form presented to the meeting at which this Resolution was adopted and which is attached hereto as Exhibit B; and WHEREAS, the Bond Act provides that prior to issuing bonds, an issuing entity must (a) give notice of its intent to issue such bonds and (b) hold a public hearing to receive input from the public with respect to (i) the issuance of the bonds and (ii) the potential economic impact that the improvement, facility or property for which the bonds pay all or part of the cost will have on the private sector; and WHEREAS, the Council desires to call a public hearing for this purpose and to publish a notice of such hearing with respect to the Series 2024A Bonds; and 4871-4591-9676, v. 3 3 WHEREAS, the State of Utah Department of Environmental Quality, Drinking Water Board (the “Drinking Water Board”) has offered to purchase the Series 2024A Bonds; and WHEREAS, in order to allow the City, in consultation with the City’s Municipal Advisor, Stifel, Nicolaus & Company, Incorporated (the “Municipal Advisor”) flexibility in setting the pricing date and final terms of the Series 2024A Bonds, the Council desires to grant to (a) the (i) Mayor of the City; 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 City and (b) (i) the Chair of the Council; or (ii) in the event of the absence or incapacity of the Chair of the Council, the Vice Chair of the Council; or (iii) in the event of the absence or incapacity of both the Chair and Vice Chair of the Council, any other member of the Council (collectively, the “Designated Officers”), the authority to approve the final interest rates, if any, assessment fees, principal amounts, terms, maturities, redemption or other features, and purchase price at which the Series 2024A Bonds shall be sold and to make any changes with respect thereto from those terms which were before the Council at the time of adoption of this Resolution, provided such terms do not exceed the parameters set forth for such terms in this Resolution (the “Parameters”); NOW, THEREFORE, it is hereby resolved by the City Council of Salt Lake City, Utah, as follows: Section 1. For the purpose of financing the Project and paying costs of issuance of the Series 2024A Bonds, the Council hereby authorizes the issuance of the City’s Series 2024A Bonds which shall be designated “Salt Lake City, Utah Public Utilities Revenue Bonds, Series 2024A” (to be issued from time to time as one or more series and with such other series or title designation(s) as may be determined by the City) in the initial aggregate principal amount of not to exceed $39,525,000. The Series 2024A Bonds shall mature in not more than thirty-nine (39) years from their date or dates, shall be sold at a price not less than one hundred percent (100%) of the total principal amount thereof with the understanding that the Drinking Water Board has agreed to forgive $19,350,000 in principal amount of the Series 2024A Bonds such that the net principal repayment amount shall be $20,175,000. The Series 2024A Bonds shall not bear interest but shall bear an annual Hardship Grant Assessment Fee instead of interest at a rate not to exceed one and one-half percent (1.5%) per annum, and may be non-callable or subject to redemption, all as shall be approved by the Designated Officers in consultation with the City’s Municipal Advisor, all within the Parameters set forth herein. Section 2. The Supplemental Indenture in substantially the form presented at this meeting and attached hereto as Exhibits B is hereby authorized, approved, and confirmed. The Mayor or the Mayor’s Chief of Staff as the Mayor’s designee (collectively referred to herein as the “Mayor”) are hereby authorized to execute and deliver and the City Recorder or Deputy City Recorder (the “City Recorder”) to attest or countersign, the Supplemental Indenture, in substantially the forms and with substantially the content as the form presented at this meeting for and on behalf of the City, with final terms as may be established by the Designated Officers, in consultation with the Municipal Advisor, within the Parameters set forth herein, and with such alterations, changes or additions as may be necessary or as may be authorized by Section 4 hereof. The Designated Officers are each hereby authorized to specify and agree as to the final 4871-4591-9676, v. 3 4 principal amounts, terms, discounts, maturities, interest rates, assessment fees, redemption and other features, and purchase price with respect to the Series 2024A Bonds for and on behalf of the City, provided that such terms are within the Parameters set by this Resolution. Section 3. The appropriate officials of the City are authorized to make any alterations, changes, deletions or additions to the Indenture, the Series 2024A Bonds, or any other document herein authorized and approved which may be necessary to conform the same to the final terms of the Series 2024A Bonds (within the Parameters set by this Resolution), to correct errors or omissions therein, to complete the same, to remove ambiguities therefrom, or to conform the same to other provisions of said instruments, to the provisions of this Resolution or any resolution adopted by the Council or the provisions of the laws of the State of Utah or the United States. The execution thereof by the Mayor on behalf of the City shall conclusively establish such necessity, appropriateness, and approval with respect to all such additions, modifications, deletions, and changes incorporated therein. Section 4. The form, terms, and provisions of the Series 2024A Bonds and the provisions for the signatures, authentication, payment, registration, transfer, exchange, redemption, and number shall be as set forth in the Indenture. The Mayor and City Recorder are hereby authorized and directed to execute and seal the Series 2024A Bonds and to deliver said Series 2024A Bonds to the Trustee for authentication. The signatures of the Mayor and the City Recorder may be by facsimile or manual execution. Section 5. The appropriate officials of the City are hereby authorized and directed to execute and deliver to the Trustee the written order of the City for authentication and delivery of the Series 2024A Bonds in accordance with the provisions of the Indenture. Section 6. Upon their issuance, the Series 2024A Bonds will constitute special limited obligations of the City payable solely from and to the extent of the sources set forth in the Series 2024A Bonds and the Indenture. No provision of this Resolution, the Indenture, the Series 2024A Bonds, or any other instrument, shall be construed as creating a general obligation of the City, or of creating a general obligation of the State of Utah or any political subdivision thereof, or as incurring or creating a charge upon the general credit of the City or its taxing powers. Section 7. The appropriate officials of the City, and each of them, are hereby authorized and directed to execute and deliver for and on behalf of the City any or all additional certificates, documents and other papers (including, without limitation, any reserve instrument guaranty agreements permitted by the Indenture) and to perform all other acts they may deem necessary or appropriate in order to implement and carry out the matters authorized in this Resolution and the documents authorized and approved herein. Section 8. Pursuant to Section 11-14-318 of the Bond Act, the City shall hold a public hearing on August 13, 2024, to receive input from the public with respect to (a) the issuance of the Series 2024A Bonds and (b) the potential economic impact that the improvements to be financed with the proceeds of the Series 2024A Bonds will have on the private sector. 4871-4591-9676, v. 3 5 The date for such public hearing shall not be less than fourteen (14) days after notice of the public hearing is posted as a Class A notice under Section 63G-30-102 (i) on the Utah Public Notice Website created under Section 63A-16-601, Utah Code Annotated 1953, as amended, (ii) on the City’s official website, and (iii) in a public location within the City that is reasonably likely to be seen by residents of the City. The City Recorder shall cause a copy of this Resolution (together with all exhibits hereto) to be kept on file in the office of the City Recorder, for public examination during the regular business hours of the City until at least thirty (30) days from and after the initial posting thereof. The City directs its officers and staff to post a “Notice of Public Hearing and Bonds to be Issued” in substantially the following form: NOTICE OF PUBLIC HEARING AND BONDS TO BE ISSUED NOTICE IS HEREBY GIVEN pursuant to the provisions of the Local Government Bonding Act, Title 11, Chapter 14, Utah Code Annotated 1953, as amended (the “Bond Act”), that on July 2, 2024, the City Council (the “Council”) of Salt Lake City, Utah (the “City”), adopted a resolution (the “Resolution”) in which it authorized the issuance of the City’s Public Utilities Revenue Bonds, Series 2024A (the “Series 2024A Bonds”) (to be issued in one or more series and with such other name, series or title designation(s) as may be determined by the City) and called a public hearing to receive input from the public with respect to (a) the issuance of the Series 2024A Bonds and (b) any potential economic impact that the Project described herein to be financed with the proceeds of the Series 2024A Bonds may have on the private sector. PURPOSE, TIME, PLACE AND LOCATION OF PUBLIC HEARING The City shall hold a public hearing on August 13, 2024, at the hour of 7:00 p.m. at 451 South State Street, Room 315, Salt Lake City, Utah. The purpose of the hearing is to receive input from the public with respect to (a) the issuance of the Series 2024A Bonds and (b) any potential economic impact that the project to be financed with the proceeds of the Series 2024A Bonds may have on the private sector. All members of the public are invited to attend and participate. Members of the public may respond in writing at the address of the City or at the public hearing. All feedback will be forwarded to the Utah Division of Environmental Quality Drinking Water Board. PURPOSE FOR ISSUING THE SERIES 2024A BONDS The Series 2024A Bonds will be issued for the purpose of financing water improvements, including the replacement of water lines, to the City’s water, sewer, storm drain and street lighting systems (collectively, the “System”) and paying costs of issuance of the Series 2024A Bonds. REVENUES TO BE PLEDGED The Series 2024A Bonds are special limited obligations of the City payable from the revenues of the System (the “Revenues”). PARAMETERS OF THE SERIES 2024A BONDS The City intends to issue the Series 2024A Bonds in the aggregate principal amount of not more than Thirty-Nine Million Five Hundred Twenty-Five Thousand Dollars ($39,525,000), to mature in not more than thirty-nine (39) years from their date or dates, shall be sold at a price not 4871-4591-9676, v. 3 6 less than one hundred percent (100%) of the total principal amount thereof with the understanding that the State of Utah Department of Environmental Quality, Drinking Water Board as the purchaser of the Series 2024 Bonds has agreed to forgive $19,350,000 in principal amount of the Series 2024A Bonds such that the net principal repayment amount shall be $20,175,000. The Series 2024A Bonds shall not bear interest but shall bear an annual Hardship Grant Assessment Fee instead of interest at a rate not to exceed one and one-half percent (1.5%) per annum. The Series 2024A Bonds are to be issued and sold by the City pursuant to the Resolution, including as part of said Resolution, a Master Trust Indenture (the “Master Indenture”) and a Supplemental Indenture of Trust (the “Supplemental Indenture” and collectively, the “Indenture”) which Indenture was before the Council in substantially final form at the time of the adoption of the Resolution and said Supplemental Indenture is to be executed by the City in such form and with such changes thereto as shall be approved by the City; provided that the principal amount, interest rate or rates, maturity, and discount of the Series 2024A Bonds will not exceed the maximums set forth above. OUTSTANDING BONDS SECURED BY REVENUES Other than the proposed Series 2024A Bonds, the City currently has $564,387,999 of bonds outstanding (the “Outstanding Bonds”) secured by the Revenues (as more fully described in the Indenture). OTHER OUTSTANDING BONDS OF THE CITY Additional information regarding the City’s Outstanding Bonds may be found in the City’s financial report (the “Financial Report”) at: https://reporting.auditor.utah.gov/searchreports/s. For additional information, including any information more recent than as of the date of the Financial Report, please contact Marina Scott, City Treasurer, at (801) 535-6565. TOTAL ESTIMATED COST Based on the City’s current plan of finance the estimated cost of the Series 2024A Bonds to be issued under the Bond Act if held until maturity is $27,592,515. A copy of the Resolution and the Indenture are on file in the office of the Salt Lake City Recorder, 451 South State Street, Salt Lake City, Utah, or, in the event such office is closed for any reason, at 349 South 200 East, Salt Lake City, Utah, where they may be examined during regular business hours of the City Recorder from 8:00 a.m. to 5:00 p.m. for a period of at least thirty (30) days from and after the date of publication of this notice. NOTICE IS FURTHER GIVEN that a period of thirty (30) days from and after the date of the publication of this notice is provided by law during which any person in interest shall have the right to contest the legality of the Resolution, the Indenture (only as it pertains to the Series 2024A Bonds), or the Series 2024A Bonds, or any provision made for the security and payment of the Series 2024A Bonds, and that after such time, no one shall have any cause of action to contest the regularity, formality, or legality thereof for any cause whatsoever. DATED this July 2, 2024. 4871-4591-9676, v. 3 7 /s/ Cindy Lou Trishman City Recorder ********** Section 9. The City hereby reserves the right to opt not to issue the Series 2024A Bonds for any reason, including without limitation, consideration of the opinions expressed at the public hearing. Section 10. All resolutions or parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed and this Resolution shall be in full force and effect immediately upon its approval and adoption. Section 11. Upon the issuance of the Series 2024A Bonds, this Resolution shall be and remain irrepealable until the principal of, premium, if any, and Hardship Assessment Fee on the Series 2024A Bonds are deemed to have been duly discharged in accordance with the terms and provisions of the Indenture. 4871-4591-9676, v. 3 8 ADOPTED this July 2, 2024. Chair ( S E A L ) Attest and Countersign: City Recorder APPROVED AS TO FORM: City Attorney 4871-4591-9676, v. 3 9 PRESENTATION TO THE MAYOR The foregoing resolution was presented to the Mayor for her approval or disapproval on July 2, 2024. By: Chair MAYOR’S APPROVAL OR DISAPPROVAL The foregoing resolution is hereby approved on this July 2, 2024. By: Mayor 4871-4591-9676, v. 3 10 STATE OF UTAH ) : ss. COUNTY OF SALT LAKE ) I, Cindy Lou Trishman, the duly appointed and qualified City Recorder of Salt Lake City, Utah (the “City”), do hereby certify according to the records of the City Council of the City (the “City Council”) in my official possession that the foregoing constitutes a true and correct excerpt of the minutes of the meeting of the City Council held on July 2, 2024, including a resolution (the “Resolution”) adopted at said meeting as said minutes and Resolution are officially of record in my possession. I further certify that the Resolution, with all exhibits attached, was deposited in my office on July 2, 2024, and pursuant to the Resolution, a Notice of Public Hearing and Bonds to Be Issued will be posted no less than fourteen (14) days before the public hearing date as a Class A notice under Section 63G-30-102: (a) on the Utah Public Notice Website created under Section 63A-16-601, Utah Code Annotated 1953, as amended, (b) on the City’s official website, and (c) in a public location within the City that is reasonably likely to be seen by residents of the City. IN WITNESS WHEREOF, I have hereunto subscribed my signature and impressed hereon the official seal of said City, this July 2, 2024. (SEAL) By: City Recorder 4871-4591-9676, v. 3 A-1 EXHIBIT A CERTIFICATE OF COMPLIANCE WITH OPEN MEETING LAW I, Cindy Lou Trishman, the undersigned City Recorder of Salt Lake City, Utah (the “City”), do hereby certify, according to the records of the City in my official possession, and upon my own knowledge and belief, that in accordance with the requirements of Section 52-4-202, Utah Code Annotated, 1953, as amended, I gave not less than twenty-four (24) hours public notice of the agenda, date, time and place of the July 2, 2024, public meeting held by the City Council of the City (the “City Council”) as follows: (a) By causing a Notice, in the form attached hereto as Schedule 1, to be posted at the principal offices of the City at least twenty four (24) hours prior to the convening of the meeting, said Notice having continuously remained so posted and available for public inspection until the completion of the meeting; and (b) By causing a copy of such Notice, in the form attached hereto as Schedule 1, to be posted on the Utah Public Notice Website (http://pmn.utah.gov) at least twenty-four (24) hours prior to the convening of the meeting; and (c) By causing a copy of such notice, in the form attached hereto as Schedule 1 to be posted on the City’s official website at least twenty-four (24) hours prior to the convening of the meeting. In addition, the Notice of 2024 Annual Meeting Schedule for the City Council (attached hereto as Schedule 2) was given specifying the date, time, and place of the regular meetings of the Council to be held during the year, by causing said Notice to be posted at least annually (a) on the Utah Public Notice Website created under Section 63A-16-601, Utah Code Annotated 1953, as amended, (b) on the City’s official website, and (c) in a public location within the City that is reasonably likely to be seen by residents of the City. IN WITNESS WHEREOF, I have hereunto subscribed my official signature this July 2, 2024. (SEAL) By: City Recorder Attachments: SCHEDULE 1 -- NOTICE OF MEETING SCHEDULE 2 -- ANNUAL MEETING SCHEDULE 4871-4591-9676, v. 3 B-1 EXHIBIT B INDENTURE