Transmittal - 5/23/2024Jill Love (May 23, 2024 16:21 MDT)
Jill Love 05/23/2024
05/23/2024
Gilmore Bell DRAFT 05/21/2024
4871-4591-9676, v. 3
Salt Lake City, Utah
July 2, 2024
The City Council (the “Council”) of Salt Lake City, Utah (the “City”), met in regular
session at the regular meeting place of the Council in Salt Lake City, Utah, at 7:00 p.m. on
Tuesday, July 2, 2024, with the following members present:
Present:
Victoria Petro Chair
Chris Wharton Vice Chair
Alejandro Puy Council Member
Eva Lopez Chavez Council Member
Darin Mano Council Member
Dan Dugan Council Member
Sarah Young Council Member
There were also present:
Erin Mendenhall Mayor
Katherine N. Lewis City Attorney
Absent:
After the meeting had been duly called to order and after other matters not pertinent to this
Resolution had been discussed, a Certificate of Compliance with Open Meeting Law with respect
to this July 2, 2024 meeting was presented to the Council, a copy of which is attached hereto.
The following resolution was then introduced in written form, was fully discussed, and
pursuant to motion duly made by Council Member ______________ and seconded by Council
Member _________________, was adopted by the following vote:
AYE:
NAY:
The resolution is as follows:
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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
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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
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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.
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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.
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ADOPTED this July 2, 2024.
Chair
( S E A L )
Attest and Countersign:
City Recorder
APPROVED AS TO FORM:
City Attorney
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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
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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
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EXHIBIT B
INDENTURE
Gilmore Bell DRAFT 05/21/2024
4854-3464-3644, v. 3
TWELFTH SUPPLEMENTAL TRUST INDENTURE
BETWEEN
SALT LAKE CITY, UTAH
AND
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee
Dated as of [August] 1, 2024
$39,525,000
SALT LAKE CITY, UTAH
PUBLIC UTILITIES REVENUE BONDS, SERIES 2024A
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TABLE OF CONTENTS
ARTICLE I DEFINITIONS ............................................................................................................2
Section 1.1 Definitions ..............................................................................................................2
Section 1.2 Authority for Twelfth Supplemental Indenture ......................................................4
ARTICLE II AUTHORIZATION, TERMS AND ISSUANCE OF SERIES 2024A BONDS .......4
Section 2.1 Authorization of Bonds, Principal Amount, Designation and Series .....................4
Section 2.2 Finding and Purpose ...............................................................................................4
Section 2.3 Advances of Proceeds ............................................................................................5
Section 2.4 Debt Forgiveness ....................................................................................................5
Section 2.5 Denominations, Payments, Payment Date, and Hardship Grant Assessment ........5
Section 2.6 Delinquent Payment ...............................................................................................7
Section 2.7 Exchange of State Bond .........................................................................................7
Section 2.8 Paying Agent ..........................................................................................................7
Section 2.9 Optional Redemption; Redemption Price ..............................................................7
Section 2.10 Execution of Series 2024A Bond ...........................................................................8
Section 2.11 Delivery of Series 2024A Bonds ............................................................................8
ARTICLE III APPLICATION OF SERIES 2024A BOND PROCEEDS AND OTHER
MONEYS; ESTABLISHMENT AND OPERATION OF ACCOUNTS AND
SUBACCOUNTS .................................................................................................8
Section 3.1 Application of Proceeds of the Series 2024A Bonds .............................................8
Section 3.2 Series 2024A Project Account ...............................................................................8
Section 3.3 Establishment of Debt Service Reserve Subaccount..............................................8
Section 3.4 Renewal and Replacement Fund ............................................................................9
Section 3.5 Establishment of Series 2024A Project Account ...................................................9
Section 3.6 Establishment of Series 2024A Bond Service Subaccount ....................................9
ARTICLE IV ADDITIONAL COVENANTS AND REPRESENTATIONS OF THE CITY .......9
Section 4.1 Additional Covenants and Representations with Respect to the Series 2024A
Bonds ...................................................................................................................9
ARTICLE V MISCELLANEOUS ..................................................................................................9
Section 5.1 Confirmation of Sale of Series 2024A Bonds ........................................................9
Section 5.2 System of Registration .........................................................................................10
Section 5.3 Article and Section Headings ...............................................................................10
Section 5.4 Partial Invalidity ...................................................................................................10
Section 5.5 Counterparts .........................................................................................................10
Section 5.6 Electronic Signatures............................................................................................10
Section 5.7 Effective Date .......................................................................................................10
Section 5.8 Confirmation of Master Indenture........................................................................10
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Section 5.9 Representation Regarding Ethical Standards for City Officers and Employees
and Former City Officers and Employees .........................................................10
EXHIBIT A-1 (FORM OF STATE BOND) ........................................................................... A-1-1
EXHIBIT A-2 (FORM OF EXCHANGE BOND) .................................................................. A-2-1
EXHIBIT B COST OF ISSUANCE DISBURSEMENT REQUEST .........................................B-1
EXHIBIT C FORM OF REQUISITION .....................................................................................C-1
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TWELFTH SUPPLEMENTAL TRUST INDENTURE
THIS TWELFTH SUPPLEMENTAL TRUST INDENTURE (the “Twelfth Supplemental
Indenture”), dated as of [August] 1, 2024, between Salt Lake City, Utah, a municipal corporation
and political subdivision of the State of Utah (the “City” or “Issuer”), and U.S. Bank Trust
Company, National Association, as successor in interest to U.S. Bank National Association, a
national banking association duly organized and qualified under the laws of the United States of
America, authorized by law to accept and execute trusts and having an office in Salt Lake City,
Utah (the “Trustee”):
WITNESSETH
WHEREAS, the City has entered into a Master Trust Indenture, dated as of January 1,
2004, as amended and supplemented to the date hereof (the “Master Indenture” and, together with
the Twelfth Supplemental Indenture, the “Indenture”), with the Trustee; and
WHEREAS, the City considers it necessary and desirable and for the benefit of the City
and the users of the System (as defined in the Master Indenture) to issue revenue bonds pursuant
to the Indenture and as hereinafter provided for the purpose of financing part of the costs of
acquiring a project consisting of the acquisition, improvement or extension of water
improvements, facilities and property that will be a part of the System pursuant to authority
contained in the Local Government Bonding Act, Chapter 14 of Title 11, Utah Code Annotated
1953, as amended; and
WHEREAS in order to (i) finance all or a portion of the costs of construction of
improvements to its water system, including, but not limited to lead service line inventory and
replacements as well as potential replacement of aging water mains to facilitate service line
replacements and related improvements (collectively, the “Series 2024A Project”), and (ii) finance
the costs of issuance of the Bonds herein authorized, the City has determined to issue its Public
Utilities Revenue Bonds, Series 2024A in the aggregate principal amount of $39,525,000, with
$19,350,000 in principal forgiveness, for a net repayable amount of $20,175,000 (the “Series
2024A Bonds”); and
WHEREAS, the State of Utah Department of Environmental Quality, Drinking Water
Board (the “Drinking Water Board”) has agreed to purchase the Series 2024A Bonds at par upon
the terms and conditions herein set forth; and
WHEREAS, the Series 2024A Bonds will be authorized, issued and secured under the
Indenture on a parity with all other Bonds issued and outstanding from time to time thereunder;
and
WHEREAS, the execution and delivery of the Series 2024A Bonds and of this Twelfth
Supplemental Indenture have in all respects been duly authorized and all things necessary to make
the Series 2024A Bonds, when executed by the City and authenticated by the Trustee, the valid
and binding legal obligations of the City and to make this Twelfth Supplemental Indenture a valid
and binding agreement have been done;
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NOW, THEREFORE, THIS TWELFTH SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration of the mutual covenants herein contained and of the purchase of
the Series 2024A Bonds by the Bondholders thereof from time to time, and of the acceptance by
the Trustee of the trusts hereby created, and intending to be legally bound hereby, the City has
executed and delivered this Twelfth Supplemental Indenture, and by these presents does confirm
the pledge provided for in the Master Indenture and to further secure the payment of the Series
2024A Bonds and all other Bonds now or hereafter Outstanding under the Indenture does hereby
sell, assign, transfer, set over and pledge unto U.S. Bank Trust Company, National Association, as
Trustee, its successors and trusts and its assigns forever, all right, title and interest of the City in
and to (a) the proceeds of the sale of the Series 2024A Bonds, (b) the Revenues, (c) all moneys
held by Trustee in funds and accounts established hereunder, including the investments, if any,
thereof (except for any Rebate Fund), and (d) all other rights hereinafter granted for the future
securing of such Series 2024A Bonds subject to the permitted applications thereof as provided in
the Master Indenture.
TO HAVE AND TO HOLD THE SAME unto the Trustee and its successors and its assigns
in trust forever;
IN TRUST, NEVERTHELESS, FIRST, for the equal and ratable benefit and security of
all present and future Bondholders and Security Instrument Issuers without preference, priority, or
distinction as to security or otherwise (except as otherwise specifically provided), of any of the
Bonds or Security Instrument Repayment Obligations over any of the others by reason of time of
issuance, sale, delivery, maturity or expiration thereof or otherwise for any cause whatsoever; and
SECOND, for the equal and proportionate benefit, security and protection of all Reserve
Instrument Issuers without preference, priority, or distinction as to lien or otherwise (except as
otherwise specifically provided) of any Reserve Instrument Provider over any other Reserve
Instrument Provider by reason of time of issuance, delivery or expiration thereof or otherwise for
any cause whatsoever.
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. (a) Except as provided in subparagraph (b) of this Section and
as the same may be amended hereby, all defined terms contained in the Master Indenture when
used in this Twelfth Supplemental Indenture shall have the same meanings as set forth in the
Master Indenture.
(b) As used in this Twelfth Supplemental Indenture, unless the context shall
otherwise require, the following terms shall have the following meanings:
“Advance” means an incremental advance to the City of the Series 2024A Bonds by the
Drinking Water Board in accordance with this Supplemental Indenture.
“Drinking Water Board” means the State of Utah Department of Environmental Quality,
Drinking Water Board, or any successor thereof.
4854-3464-3644, v. 3 3
“Hardship Grant Assessment” means the hardship grant assessment fee to be charged in
connection with the Series 2024A Bonds pursuant to Section 2.1 hereof.
“Hardship Grant Assessment Payment Date” means, with respect to the Series 2024A
Bonds, each February 1, commencing February 1, 2025.
“Issue Date” means, with respect to the Series 2024A Bonds, the original date of issuance
of the Series 2024A Bonds.
“Indenture” means the Master Indenture as amended and supplemented by this Twelfth
Supplemental Indenture and as from time to time hereafter amended and supplemented by
Supplemental Indentures.
“Master Indenture” means the Master Trust Indenture, dated as of January 1, 2004, as
heretofore amended and supplemented, between the City and the Trustee, providing for the
issuance of public utility revenue bonds.
“Outstanding Parity Bonds” means, as of the date of execution and delivery of the Series
2024A Bonds, (i) the Taxable Water and Sewer Bonds, Series 2009; (ii) the Water and Sewer
Revenue Bonds, Series 2010; (iii) the Water and Sewer Revenue Bonds, Series 2011; (iv) Water
and Sewer Improvement and Refunding Revenue Bonds, Series 2012; (v) Public Utilities Revenue
and Refunding Bonds, Series 2017; (vi) Public Utilities Revenue Bonds, Series 2020; (vii) Public
Utilities Revenue Bond (WIFIA Loan), Series 2020B; and (viii) Public Utilities Revenue Bonds,
Series 2022.
“Record Date” means the fifteenth day of the month next preceding any Hardship Grant
Assessment Payment Date.
“Renewal and Replacement Fund Reserve Requirement” means an amount equal to $0.
“Repayable Principal Amount” means the maximum principal amount of the Series 2024A
Bonds payable to the Registered Owner thereof calculated by reducing the purchase price of the
Series 2024A Bonds by the debt forgiveness amounts as provided in Section 2.4 and Section 2.5
hereof.
“Series 2024A Bonds” means the City’s Public Utilities Revenue Bonds, Series 2024A,
issued pursuant to this Twelfth Supplemental Indenture.
“Series 2024A Bond Service Subaccount” means the Series Subaccount in the Bond
Service Account established in Section 3.5.
“Series 2024A Debt Service Reserve Subaccount” means the Subaccount established in the
Debt Service Reserve Account for the Series 2024A Bonds.
“Series 2024A Debt Service Reserve Requirement” means an amount equal to $745,625.
4854-3464-3644, v. 3 4
“Series 2024A Project” means improvements to the City’s water system including, but not
limited to lead service line inventory and replacements as well as potential replacement of aging
water mains to facilitate service line replacements and related improvements.
“Series 2024A Project Account” means the Project Account in the Construction Fund
established in Section 3.4.
“Twelfth Supplemental Indenture” means this Twelfth Supplemental Trust Indenture,
dated as of [August] 1, 2024, between the City and the Trustee.
The terms “hereby,” “hereof,” “hereto,” “herein,” “hereunder,” and any similar terms as
used in this Twelfth Supplemental Indenture, refer to this Twelfth Supplemental Indenture.
Section 1.2 Authority for Twelfth Supplemental Indenture. This Twelfth Supplemental
Indenture is executed pursuant to the provisions of the Act and the Indenture.
ARTICLE II
AUTHORIZATION, TERMS AND ISSUANCE OF SERIES 2024A BONDS
Section 2.1 Authorization of Bonds, Principal Amount, Designation and Series. In
order to provide sufficient funds, together with other available moneys of the City, if any, for the
(a) financing of the Series 2024A Project and (b) paying all expenses properly incidental thereto
and to the issuance of the Series 2024A Bonds and in accordance with and subject to the terms,
conditions and limitations established in the Indenture, the City’s Public Utilities Revenue Bonds,
Series 2024A are hereby authorized to be issued.
The Series 2024A Bonds shall be limited to $39,525,000, with $19,350,000 in principal
forgiveness for a net repayable amount of $20,175,000 and shall be issued (i) if issued as a state
bond, in the form set forth in Exhibit A-1 (the “State Bond”) and (ii) if issued as an exchange bond,
in the form set forth in Exhibit A-2 (the “Exchange Bonds”) in fully registered form. The Series
2024A Bonds shall bear a Hardship Grant Assessment from their Issue Date at the rate of 1.50%
per annum on the unpaid principal balance of the Series 2024A Bonds which shall be payable
commencing February 1, 2025, until the Series 2024A Bonds are paid in full. If issued as
Exchange Bonds, the Series 2024A Bonds shall be in the denomination of $1,000 or any integral
multiple thereof. The Series 2024A Bonds shall initially be issued as one fully registered State
Bond.
The Series 2024A Bonds shall be in such form as to permit the Drinking Water Board to
make incremental advances on its total loan commitment to the City during the period of
acquisition and construction of the Series 2024A Project and in compliance with Section 2.3
below.
Section 2.2 Finding and Purpose. The Series 2024A Bonds are hereby authorized to be
issued for the purpose of paying part of the Cost of Construction of the Series 2024A Project
pursuant to Section 2.03 of the Master Indenture. Except for the City’s Outstanding Parity Bonds
and the Series 2024A Bonds authorized by this Twelfth Supplemental Indenture, the City has no
outstanding bonds, notes or other obligations issued pursuant to the Indenture.
4854-3464-3644, v. 3 5
Section 2.3 Advances of Proceeds. On or before fifteen (15) days prior to the first day
of each calendar quarter beginning prior to the payment by the City of costs of construction of the
Series 2024A Project, or at such other time as shall be specified by the Drinking Water Board, the
City shall provide to the Drinking Water Board a certificate setting forth a schedule of the costs of
construction which the City estimates will become due and payable by the City during the next
calendar quarter. Advances made by the Drinking Water Board on the basis of such certificates
shall be deposited in the Series 2024A Construction Account. All such advances shall be in the
amount of $1,000 or any integral multiple thereof. Upon receipt of evidence of deposit of each
advance in the Series 2024A Construction Account, the [Finance Director of the Department of
Public Utilities of the City] shall give telephonic authorization followed by written confirmation
to the Drinking Water Board to stamp or write the date and amount of such advance made by the
Drinking Water Board in the appropriate place on the Certificate of Dates of Payment and Amount
appearing on the State Bond. Each advance made by the Drinking Water Board on the State Bond
shall constitute proceeds of the State Bond and shall be deemed to constitute the full purchase price
of the corresponding principal amount of the State Bond noted on the Certificate of Dates of
Payment and Amount appearing on the State Bond. As advances are made by the Drinking Water
Board, they shall be deemed to represent principal payments in the order of their maturity.
Section 2.4 Debt Forgiveness. The Drinking Water Board has committed to purchase
the Series 2024A Bonds for a purchase price of not to exceed Thirty-Nine Million Five Hundred
Twenty-Five Thousand Dollars ($39,525,000). The Drinking Water Board has also agreed to
forgive and relieve the City of a maximum amount of Nineteen Million Three Hundred Fifty
Thousand Dollars ($19,350,000) of the maximum Total Principal Sum of the Series 2024A Bonds
such that the Repayable Principal Amount of the Series 2024A Bonds shall not exceed Twenty
Million One Hundred Seventy-Five Thousand Dollars ($20,175,000).
[Accordingly, approximately [__________] percent (_____%) of each incremental
advance pursuant to Section 2.3 hereof shall be forgiven and shall be recorded under the “Debt
Forgiveness Amount” column on the Certificate of Dates of Payment and Amount on the State
Bond certificate. The remaining approximately [__________] percent (_____%) of each
increment advance shall be recorded under the “Repayable Principal Amount” column on the
Certificate of Dates of Payment and Amount and shall constitute the total principal repayment
obligation of the City with respect to the Series 2024A Bonds.]
Section 2.5 Denominations, Payments, Payment Date, and Hardship Grant Assessment.
The Series 2024A Bonds shall be in the denomination of One Thousand Dollars ($1,000) or any
integral multiple thereof and shall be paid as provided in this Section 2.5.
Except as provided in the next succeeding paragraph, principal payments, whether at
maturity or by redemption, shall be payable upon presentation of the applicable Series 2024A
Bonds at the offices of the Paying Agent for endorsement or surrender, or of any successor Paying
Agent.
So long as the Drinking Water Board is the Registered Owner of the Series 2024A Bonds,
payments on the Series 2024A Bonds shall be made by check or draft without presentation of the
Series 2024A Bonds and mailed to the Drinking Water Board as the Registered Owner at the
address shown on the registration books maintained by the Registrar. Payment on the Series
4854-3464-3644, v. 3 6
2024A Bonds shall be made in any coin or currency which on the date of payment is legal tender
for the payment of debts due the United States of America.
The Series 2024A Bonds shall be dated as of the Issue Date, and shall be payable in
installment payments of Principal on February 1 in the years and in the amounts and shall bear a
Hardship Grant Assessment on the principal amount of each Advance beginning on the date of
such Advance at the rate of 1.5% per annum. The City shall make a Hardship Grant Assessment
only payment (accruing from date of closing) on February 1, 2025. Principal payments are as
follows and as further described herein:
Maturity Date
(February 1)
Principal
Amount
Maturity Date
(February 1)
Principal
Amount
2030 $443,000 2048 $578,000
2031 449,000 2049 587,000
2032 456,000 2050 596,000
2033 463,000 2051 605,000
2034 470,000 2052 614,000
2035 477,000 2053 623,000
2036 484,000 2054 633,000
2037 491,000 2055 642,000
2038 498,000 2056 652,000
2039 506,000 2057 661,000
2040 514,000 2058 671,000
2041 521,000 2059 681,000
2042 529,000 2060 692,000
2043 537,000 2061 702,000
2044 545,000 2062 713,000
2045 553,000 2063 723,000
2046 562,000 2064 734,000
2047 570,000
If less than $20,175,000 is advanced on the Series 2024A Bonds, the repayment period
shall be shortened and the number of annual principal installments shall be reduced in inverse
order of payment (and the amount of the final remaining principal payment shall be reduced, if
required) to correspond to the maximum principal amount of the Series 2024A Bonds.
The Hardship Grant Assessment on Series 2024A Bonds so payable, and punctually paid
and duly provided for, on any Hardship Grant Assessment Payment Date will be paid to the
Registered Owner thereof at the close of business on the Regular Record Date for such Hardship
Grant Assessment. Any such Hardship Grant Assessment not so punctually paid or duly provided
for shall forthwith cease to be payable to the registered owner of any Series 2024A Bonds on such
Regular Record Date and may be paid to the registered owner thereof at the close of business on a
Special Record Date for the payment of such defaulted Hardship Grant Assessment to be fixed by
the Trustee, notice thereof to be given to such registered owner not less than ten days prior to such
Special Record Date. The Hardship Grant Assessment shall be paid by check or draft mailed on
each Hardship Grant Assessment Payment Date to the Holder of each of the Series 2024A Bonds
as the name and address of such Holder appears on the Record Date in the Register. The Hardship
4854-3464-3644, v. 3 7
Grant Assessment on the Series 2024A Bonds shall be calculated on the basis of a 360 day year
consisting of twelve 30-day months.
Section 2.6 Delinquent Payment. Payments of principal and the Hardship Grant
Assessment on the Series 2024A Bonds which are delinquent from the due date thereof shall draw
interest at the rate of [eighteen percent (18%)] per annum on the delinquent payment from said
due date until paid in full.
Section 2.7 Exchange of State Bond. As long as the Drinking Water Board is the sole
Registered Owner of the Series 2024A Bonds, the Series 2024A Bonds shall be issued only as a
State Bond in the form prescribed in Exhibit A-1. It is recognized that the Drinking Water Board
may sell or otherwise transfer the Series 2024A Bonds pursuant to the provisions of the State
Financing Consolidation Act, Title 63B, Chapter 1b, Utah Code Annotated 1953, as amended, or
otherwise. In the event the Drinking Water Board determines to sell or otherwise transfer all or a
portion of the Series 2024A Bonds pursuant to the State Financing Consolidation Act, or
otherwise, the State Bond shall be exchanged at the office of the Paying Agent for a like aggregate
principal amount of Exchange Bonds in accordance with the provisions of this Section 2.7. Any
Series 2024A Bond, or any portion thereof, which is sold or otherwise transferred or liquidated by
the Drinking Water Board pursuant to the State Financing Consolidation Act, or otherwise, shall
be in the form of an Exchange Bond prescribed in Exhibit A-2, and shall be executed pursuant to
authorization contained in Section 3.04 of the Master Indenture. Each principal payment on the
State Bond not previously paid or canceled shall be represented by an equivalent principal amount
of Exchange Bonds, in authorized denominations, and of like maturity. The City and its officers
shall execute and deliver such documents and perform such acts as may reasonably be required by
the City to accomplish the exchange of the State Bond for Exchange Bonds, provided that the
Drinking Water Board shall pay or cause to be paid all costs and other charges incident to such
exchange and the City shall have no obligation to pay any such costs or charges.
Section 2.8 Paying Agent. U.S. Bank Trust Company, National Association, of Salt
Lake City, Utah, is hereby appointed the Paying Agent for the Series 2024A Bonds, pursuant and
subject to Section 7.02 of the Master Indenture. Principal of the Series 2024A Bonds when due
shall be payable at the principal corporate trust operations office of the Trustee, or of its successor
as Paying Agent. Payment of the Hardship Grant Assessment on Series 2024A Bonds will be
made by the Paying Agent pursuant to Section 2.5 herein.
Section 2.9 Optional Redemption; Redemption Price. (a) The Series 2024A Bonds may
be prepaid at the election of the City, in whole or in part, at any time in minimum amounts of
$1,000 or any integral multiple thereof, with the prepayments applied against the Principal of the
Series 2024A Bonds in inverse order of the payment due dates thereof.
(b) The City shall provide notice of redemption as required in Section 4.03 of
the Master Indenture, and upon at least thirty (30) days’ prior written notice of the amount
of prepayment and the date scheduled for prepayment to the Drinking Water Board with
respect to the State Bonds, and at a redemption price equal to 100% of the principal amount
to be prepaid or redeemed to the date of redemption.
4854-3464-3644, v. 3 8
Section 2.10 Execution of Series 2024A Bond. The Series 2024A Bonds shall be
executed on behalf of the City by the Mayor by manual or facsimile signature, and attested and
countersigned by the City Recorder by manual or facsimile signature, and the City’s seal shall be
affixed or a facsimile thereof shall be imprinted upon the Series 2024A Bonds. The Series 2024A
Bonds shall then be delivered to the Trustee and manually authenticated by it.
Section 2.11 Delivery of Series 2024A Bonds. The Series 2024A Bonds shall be
delivered to the Drinking Water Board, upon compliance with the provisions of Section 3.02 of
the Master Indenture.
ARTICLE III
APPLICATION OF SERIES 2024A BOND PROCEEDS AND OTHER MONEYS;
ESTABLISHMENT AND OPERATION OF ACCOUNTS AND SUBACCOUNTS
Section 3.1 Application of Proceeds of the Series 2024A Bonds. The Drinking Water
Board shall deposit with the Trustee the proceeds of the Series 2024A Bonds when advanced
pursuant to Section 2.3 herein, and the Trustee shall deposit said proceeds into the Series 2024A
Project Account established by Section 3.5 herein and held by the Trustee and upon the Trustee’s
receipt of an executed requisition form from the City in the form attached hereto as Exhibit C. At
closing, payment of [$__________], which constitutes the first incremental advance of the Series
2024A Bonds shall be deposited in the Series 2024A Project Account within the Construction
Fund.
Section 3.2 Series 2024A Project Account. Disbursements of moneys in the Series
2024A Project Account shall be made in accordance with the terms of Section 5.03 of the General
Indenture. Each requisition from said Series 2024A Project Account shall be approved by a
qualified representative of the Drinking Water Board; provided, however, that the costs of issuance
of the Series 2024A Bonds shall be paid by the Trustee from the Series 2024A Project Account
upon receipt from the City of an executed Cost of Issuance Disbursement Request in substantially
the form of Exhibit B attached hereto.
Section 3.3 Establishment of Debt Service Reserve Subaccount. There is hereby
established for the Series 2024A Bonds the Series 2024A Debt Service Reserve Subaccount. The
amount to be deposited from the proceeds of the Series 2024A Bonds into the Series 2024A Debt
Service Reserve Subaccount is $0. The City shall, upon the issuance of the Series 2024A Bonds,
deposit annually $74,562.50 into the Series 2024A Debt Service Reserve Subaccount until the
Series 2024A Debt Service Reserve Requirement of $745,625 has been met. Amounts deposited
in the Series 2024A Debt Service Reserve Subaccount shall be used to pay the principal and
Hardship Grant Assessment falling due on the Series 2024A Bonds at any time when there are
insufficient funds in the Bond Service Account to pay the same, but pending such use may be
invested as provided in the Master Indenture. No further deposits to said Series 2024A Debt
Service Reserve Subaccount need be made unless payments from said Series 2024A Debt Service
Reserve Subaccount have reduced the same below the Series 2024A Debt Service Reserve
Requirement, in which event the City agrees to restore the Series 2024A Debt Service Reserve
Subaccount to the Series 2024A Debt Service Reserve Requirement in the time and in the manner
specified in Section 5.05 of the Master Indenture. In lieu of a separate subaccount as provided
4854-3464-3644, v. 3 9
herein, the City may use internal notations on its books in order to account for the accumulation
and maintenance of the Series 2024A Debt Service Reserve Requirement.
Section 3.4 Renewal and Replacement Fund. The amount to be deposited from the
proceeds of the Series 2024A Bonds into the Renewal and Replacement Fund is $-0-.
Section 3.5 Establishment of Series 2024A Project Account. There is hereby
established a Project Account in the Construction Fund designated as the “Series 2024A Project
Account.” Moneys in the Series 2024A Project Account shall be used for the purposes and as
authorized by Section 5.03 of the Master Indenture to pay the Cost of Construction of the Series
2024A Project.
Section 3.6 Establishment of Series 2024A Bond Service Subaccount. Pursuant to
Section 5.06(a) of the Master Indenture, there is hereby established a separate Series Subaccount
in the Bond Service Account in the Principal and Interest Fund designated as the “Series 2024A
Bond Service Subaccount.” Moneys shall be deposited into and paid from the Series 2024A Bond
Service Subaccount in accordance with Section 5.06 of the Master Indenture to pay Principal of
and interest, if any, and the Hardship Grant Assessment on the Series 2024A Bonds.
ARTICLE IV
ADDITIONAL COVENANTS AND REPRESENTATIONS OF THE CITY
Section 4.1 Additional Covenants and Representations with Respect to the Series
2024A Bonds. The City hereby covenants, represents, and agrees with the holder of the Series
2024A Bonds issued hereunder the following:
(a) The City agrees, in accepting the proceeds of the Series 2024A Bonds, to
comply with all applicable state and federal regulations related to the Utah State Revolving
Fund administered by the Drinking Water Board. These requirements include, but are not
limited to, Title XIV of the Safe Drinking Water Act of 1996, OMB Circular A-133, the
Utah Federal State Revolving Fund (SRF) Program (R309-705 of the Utah Administrative
Code), the Utah Local Government Bonding Act, the Utah Money Management Act, the
Utah Procurement Code and the State of Utah Legal Compliance Audit Guide.
(b) The Series 2024A Bonds are issued on a parity with the Outstanding Parity
Bonds and comply with the Additional Bonds requirements of the Master Indenture.
(c) Each position of the City having custody or control of any of the Revenues
or of the proceeds of the Series 2024A Bonds shall be bonded by a responsible corporate
surety in an amount not less than twice the annual debt service on the Series 2024A Bonds
($1,374,000).
ARTICLE V
MISCELLANEOUS
Section 5.1 Confirmation of Sale of Series 2024A Bonds. The sale of the Series 2024A
Bonds to the Drinking Water Board at a price of $[39,525,000], is hereby ratified, confirmed and
approved.
4854-3464-3644, v. 3 10
Section 5.2 System of Registration. The Indenture shall constitute a system of
registration within the meaning and for all purposes of the Registered Public Obligations Act,
Chapter 7 of Title 15, Utah Code Annotated 1953, as amended.
Section 5.3 Article and Section Headings. The headings or titles of the several articles
and sections hereof, and any table of contents appended to copies hereof, shall be solely for
convenience of reference and shall not affect the meaning, construction or effect of this Twelfth
Supplemental Indenture.
Section 5.4 Partial Invalidity. In any one or more of the covenants or agreements, or
portions thereof, provided in this Twelfth Supplemental Indenture to be performed shall be
contrary to law (other than the provisions of the Indenture limiting the liability of the City to make
payments on the Bonds solely from Revenues and other amounts pledged therefor by the
Indenture), then such covenant or covenants, such agreement or agreements, or such portions
thereof, shall be null and void and shall be deemed separable from the remaining covenants and
agreements or portions thereof and shall in no way affect the validity of this Twelfth Supplemental
Indenture or of the Series 2024A Bonds; but the Holders of the Series 2024A Bonds and any other
Security Instrument Issuer and any Reserve Instrument Issuer shall retain all the rights and benefits
accorded to them under the Act or any other applicable provisions of law.
Section 5.5 Counterparts. This Twelfth Supplemental Indenture 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 5.6 Electronic Signatures Pursuant to the Uniform Electronic Transactions Act,
Title 46, Chapter 4 of the Utah Code Annotated 1953, as amended, all parties, including the
Trustee, have agreed and consented to the use of electronic signatures in connection with all
documents executed in connection with the Series 2024A Bonds, including this Twelfth
Supplemental Indenture.
Section 5.7 Effective Date. This Twelfth Supplemental Indenture shall take effect
immediately.
Section 5.8 Confirmation of Master Indenture. As supplemented and amended by this
Twelfth Supplemental Indenture, and except as provided herein, the Master Indenture is in all
respects ratified and confirmed, and the Master Indenture and this Twelfth Supplemental Indenture
shall be read, taken and construed as one and the same instrument so that all of the rights, remedies,
terms, conditions, covenants and agreements of the Master Indenture shall apply and remain in full
force and effect with respect to this Twelfth Supplemental Indenture and to any revenues, receipts
and moneys to be derived therefrom.
Section 5.9 Representation Regarding Ethical Standards for City Officers and
Employees and Former City Officers and Employees. The Trustee represents that it has not: (a)
provided an illegal gift or payoff to a City officer or employee or former City 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
4854-3464-3644, v. 3 11
securing business; (c) knowingly breached any of the ethical standards set forth in the City’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, a City officer or employee or former City
officer or employee to breach any of the ethical standards set forth in the City’s conflict of interest
ordinance, Chapter 2.44, Salt Lake City Code.
S-1
TWELFTH SUPPLEMENTAL INDENTURE
IN WITNESS WHEREOF, the City has caused this Twelfth Supplemental Indenture to be
executed by the Mayor (or her designee) and countersigned by the City Recorder, and its official
seal to be hereunto affixed and attested by the City Recorder, and to evidence its acceptance of the
trusts hereby created, U.S. Bank Trust Company, National Association has caused this Twelfth
Supplemental Indenture to be executed, all as of the date hereof.
SALT LAKE CITY, UTAH
By:_________________________________
Mayor
COUNTERSIGN AND ATTEST:
By:
City Recorder
(SEAL)
APPROVED AS TO FORM:
By:
City Attorney
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:
Trust Officer
4854-3464-3644, v. 3 A-1-1
EXHIBIT A-1
(FORM OF STATE BOND)
Registered Registered
UNITED STATES OF AMERICA
SALT LAKE CITY, UTAH
PUBLIC UTILITIES REVENUE BONDS
SERIES 2024A
Number R - 1 $39,525,000
Hardship Grant
Assessment Rate Maturity Date Dated Date
1.5% February 1, 2064 [August 29], 2024
Registered Owner: STATE OF UTAH DEPARTMENT OF ENVIRONMENTAL QUALITY,
DRINKING WATER BOARD
Principal Amount: THIRTY-NINE MILLION FIVE HUNDRED TWENTY-FIVE
THOUSAND AND NO/100 DOLLARS**************************
Salt Lake City, Utah (the “City”), a duly organized and existing municipal corporation and
political subdivision of the State of Utah, located in Salt Lake County, Utah, acknowledges itself
indebted and for value received hereby promises to pay, in the manner and from the source
hereinafter provided, to the registered owner identified above, or registered assigns, out of the
special fund hereinbelow designated and not otherwise, the Repayable Principal Amount and Debt
Forgiveness Amount, set forth in the “Certificate of Dates of Payment and Amount” attached
hereto (the “Certificate”), but in no event more than a maximum principal amount of $39,525,000,
with $19,350,000 in principal forgiveness for a net repayable amount of $20,175,000.
[Accordingly, approximately ________ percent (___%) of each incremental advance
pursuant to Section ___ of the Supplemental Indenture shall be forgiven and shall be recorded
under the “Debt Forgiveness Amount” column on the Certificate of Dates of Payment and Amount
on the Certificate. The remaining approximately __________ percent (___%) of each increment
advance shall be recorded under the “Repayable Principal Amount” column on the Certificate of
Dates of Payment and Amount and shall constitute the total principal repayment obligation of the
City with respect to the Series 2024A Bonds.]
The outstanding principal amount of the Series 2024A Bonds shall bear a Hardship Grant
Assessment [accruing from the Issue Date] at the rate of 1.5% per annum payable beginning
February 1, 2025 and thereafter on each on February 1, until the Series 2024A Bonds are paid in
full.
This Bond, as to principal when due, will be payable at the principal corporate trust
operations office of U.S. Bank Trust Company, National Association, in St. Paul, Minnesota, as
paying agent of the City, or its successor as such paying agent; provided, however, that as long as
the State of Utah Department of Environmental Quality Drinking Water Board (the “Drinking
4854-3464-3644, v. 3 A-1-2
Water Board”) is the registered holder of this Bond, installment payments of principal and the
Hardship Grant Assessment shall be made without presentation of the Bond by check or draft
mailed to the Drinking Water Board as the Registered Owner at the address shown on the
registration books maintained by the Registrar. The Hardship Grant Assessment on this Bond shall
be payable by check or draft mailed to the Registered Owner hereof at its address as it appears on
the registration books of the Paying Agent, who shall also act as the Registrar for the City, or at
such other address as is furnished to the Paying Agent in writing by such Registered Owner. The
Hardship Grant Assessment hereon shall be deemed to be paid by the Paying Agent when mailed.
Both Principal and the Hardship Grant Assessment shall be payable in lawful money of the United
States of America. Principal shall be payable in registered installments on February 1 of each of
the years as set forth in the following repayment schedule:
Maturity Date
(February 1)
Principal
Amount
Maturity Date
(February 1)
Principal
Amount
2030 $443,000 2048 $578,000
2031 449,000 2049 587,000
2032 456,000 2050 596,000
2033 463,000 2051 605,000
2034 470,000 2052 614,000
2035 477,000 2053 623,000
2036 484,000 2054 633,000
2037 491,000 2055 642,000
2038 498,000 2056 652,000
2039 506,000 2057 661,000
2040 514,000 2058 671,000
2041 521,000 2059 681,000
2042 529,000 2060 692,000
2043 537,000 2061 702,000
2044 545,000 2062 713,000
2045 553,000 2063 723,000
2046 562,000 2064 734,000
2047 570,000
If less than $20,175,000 is advanced on the Series 2024A Bonds, the repayment period
shall be shortened and the number of annual principal installments shall be reduced in inverse
order of payment (and the amount of the final remaining principal payment shall be reduced, if
required) to correspond to the maximum principal amount of the Series 2024A Bonds.
Payments of principal and the Hardship Grant Assessment on the Series 2024A Bonds
which are delinquent from the due date thereof shall draw interest at the rate of [eighteen percent
(18%)] per annum on the delinquent payment from said due date until paid in full.
This Bond is a special obligation of the City and is one of the public utilities revenue bonds
of the City (the “Bonds”) issued under and by virtue of the Act and under and pursuant to a Master
Trust Indenture, dated as of January 1, 2004, and heretofore amended and supplemented (the
“Master Indenture”), between the City and U.S. Bank Trust Company, National Association, as
trustee (said trustee and any successor thereto under the Master Indenture being herein referred to
4854-3464-3644, v. 3 A-1-3
as the “Trustee”), as further amended and supplemented by a Twelfth Supplemental Trust
Indenture, dated as of [August] 1, 2024 (the “Twelfth Supplemental Indenture”), between the City
and the Trustee (such Master Indenture, as amended and supplemented by the Twelfth
Supplemental Indenture and as hereafter amended and supplemented, being herein referred to as
the “Indenture”), for the purposes of (a) paying all or a portion of the costs of construction of
improvements to its water system, including, but not limited to lead service line inventory and
replacements as well as potential replacement of aging water mains to facilitate service line
replacements and related improvements and (b) paying of all expenses incident thereto and to the
issuance of the Series 2024A Bonds.
This Bond is issued on a parity with the Outstanding Parity Bonds (as defined in the
Indenture), such that this Bond is secured by an equal lien pledge of the Net Revenues of the City’s
System with said Outstanding Parity Bonds.
The Bonds are special limited obligations of the City, payable solely from the Net
Revenues, moneys, securities, and funds pledged therefor in the Indenture. Neither the credit nor
the taxing power of the City, the State or any agency, instrumentality, or political subdivision
thereof is pledged for the payment of the principal of, premium, if any, or interest on the Bonds.
The Bonds are not general obligations of the City or the State or any agency, instrumentality, or
political subdivision thereof. The issuance of the Bonds shall not directly, indirectly, or
contingently obligate the City or the State or any agency, instrumentality, or political subdivision
thereof to levy any form of taxation therefor or to make any appropriation for the payment of the
Bonds.
THE CITY IS OBLIGATED TO PAY PRINCIPAL, INTEREST, IF ANY, AND THE
HARDSHIP GRANT ASSESSMENT ON THIS BOND SOLELY FROM THE REVENUES
(AFTER PAYMENT OF OPERATION AND MAINTENANCE COSTS) AND OTHER FUNDS
OF THE CITY PLEDGED THEREFOR UNDER THE TERMS OF THE INDENTURE (AS
DEFINED BELOW). THIS BOND IS NOT A DEBT OF THE CITY WITHIN THE MEANING
OF ANY CONSTITUTIONAL OR STATUTORY LIMITATIONS OF INDEBTEDNESS OR
PROVISIONS THEREFOR. PURSUANT TO THE INDENTURE, SUFFICIENT REVENUES
HAVE BEEN PLEDGED AND WILL BE SET ASIDE INTO SPECIAL FUNDS BY THE CITY
TO PROVIDE FOR THE PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON
THIS BOND AND ALL BONDS OF THE SERIES OF WHICH IT IS A PART.
This Bond is one of a Series of Bonds designated as “Public Utilities Revenue Bonds,
Series 2024A” (the “Series 2024A Bonds”), limited to the aggregate principal amount of
39,525,000, dated as of the dated date identified above, and duly issued under and by virtue of the
Act and under and pursuant to the Indenture and a Resolution of the City Council of the City
adopted on [July 2], 2024. Copies of the Indenture are on file at the office of the City Recorder in
Salt Lake City, Utah, and at the principal corporate trust office of the Trustee, in Salt Lake City,
Utah, and reference to the Indenture and the Act is made for a description of the pledge and
covenants securing the Series 2024A Bonds, the nature, manner and extent of enforcement of such
pledge and covenants, the terms and conditions upon which the Series 2024A Bonds are issued
and additional Bonds may be issued thereunder, and a statement of the rights, duties, immunities
and obligations of the City and of the Trustee. Such pledge and other obligations of the City under
the Indenture may be discharged at or prior to the maturity or redemption of the Series 2024A
4854-3464-3644, v. 3 A-1-4
Bonds upon the making of provision for the payment thereof on the terms and conditions set forth
in the Indenture. Pursuant to the Indenture, the definition of the System is subject to including
additional systems of the City by Supplemental Indenture, without the consent of the holders of
Outstanding Bonds.
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 Local Government Bonding Act, Chapter 14 of Title 11, Utah Code Annotated 1953, as
amended (the “Act”), and all other laws applicable thereto.
As provided in the Indenture, Bonds may be issued from time to time in one or more series
in various principal amounts, may mature at different times, may bear interest at different rates,
and may otherwise vary as provided in the Indenture, and the aggregate principal amount of Bonds
which may be issued is not limited. All Bonds issued and to be issued under the Indenture are and
will be equally and ratably secured by the pledge and covenants made therein, except as otherwise
expressly provided or permitted in or pursuant to the Indenture.
To the extent and in the respects permitted by the Indenture, the Indenture may be modified,
supplemented or amended by action on behalf of the City taken in the manner and subject to the
conditions and exceptions prescribed in the Indenture. The holder or owner of this Bond shall
have no right to enforce the provisions of the Indenture or to institute action to enforce the pledge
or covenants made therein or to take any action with respect to an event of default under the
Indenture or to institute, appear in, or defend any suit or other proceeding with respect thereto,
except as provided in the Indenture.
This Bond is transferable, as provided in the Indenture, only upon the books of the City
kept for that purpose at the principal corporate trust office of the Trustee, by the registered owner
hereof in person or by his attorney duly authorized in writing, upon surrender hereof together with
a written instrument of transfer satisfactory to the Trustee, duly executed by the registered owner
or such duly authorized attorney, and thereupon the City shall issue in the name of the transferee
a new registered Bond or Bonds of the same aggregate principal amount and series, designation,
maturity and interest rate as the surrendered Bond, all as provided in the Indenture and upon the
payment of the charges therein prescribed. The City and the Trustee may treat and consider the
person in whose name this Bond is registered as the holder and absolute owner hereof for the
purpose of receiving payment of, or on account of, the principal hereof and interest due hereon
and for all other purposes whatsoever.
This Bond is subject to prepayment and redemption at any time, in whole or in part (if in
part, in integral multiples of $1,000), at the election of the City in inverse order of the due date of
the principal installments hereof and if less than all Bonds of a particular due date are to be
redeemed, in such manner as the Trustee shall deem fair and appropriate, upon notice given as set
forth in the Indenture, at a redemption price equal to the principal amount to be so prepaid.
The Series 2024A Bonds are issuable solely in the form of fully registered Bonds, without
coupons, in the denomination of $1,000, or any integral multiple of $1,000.
4854-3464-3644, v. 3 A-1-5
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
Indenture.
It is hereby certified and recited that all conditions, acts and things required by the
Constitution or statutes of the State of Utah or by the Act, or the Indenture to exist, to have
happened or to have been performed precedent to or in 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 City, is within every debt and other limit prescribed by said Constitution and
statutes.
This Bond shall not be valid until the Certificate of Authentication hereon shall have been
signed by the Trustee.
IN WITNESS WHEREOF, SALT LAKE CITY, UTAH, has caused this Bond to be signed
in its name and on its behalf by the signature of its Mayor (or her designee), and its corporate seal
to be impressed or imprinted hereon, and attested and countersigned by the signature of its City
Recorder (the signatures of said Mayor and City Recorder being by facsimile or manual signature),
all as of the dated date specified above.
SALT LAKE CITY, UTAH
By
Mayor
(SEAL)
ATTEST AND COUNTERSIGN:
By
City Recorder
APPROVED AS TO FORM:
By
City Attorney
4854-3464-3644, v. 3 A-1-6
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within mentioned Indenture and is one of
the Public Utilities Revenue Bonds, Series 2024A of Salt Lake City, Utah.
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By: (Manual Signature)
Authorized Officer
Date of Authentication: [August ___], 2024.
4854-3464-3644, v. 3 A-1-7
REGISTRATION CERTIFICATE
(No writing to be placed herein except by the Bond Registrar)
Date of Registration Name of Registered Owner
Signature of
Bond Registrar
_________________
State of Utah Department of
Environmental Quality, Drinking
Water Board _________________
_________________ _________________ _________________
_________________ _________________ _________________
_________________ _________________ _________________
_________________ _________________ _________________
4854-3464-3644, v. 3 A-1-8
CERTIFICATE OF DATES OF PAYMENT AND AMOUNT
The undersigned authorized representative of the State of Utah Department of
Environmental Quality, Drinking Water Board (the “Board”), hereby certifies that the Board has
received written authorization from the [Finance Director of the Department of Public Utilities] of
the City to stamp or write the amount or amounts indicated below on the date or dates set forth
opposite such amount(s); that the amount last inserted under the column “Total Principal Sum” is
the total amount received by the City for the issuance of this Bond, and that the undersigned has
placed his/her signature in the space provided opposite such amount(s) to evidence the same. A
copy of this certificate shall be forwarded to the Trustee (U.S. Bank Trust Company, National
Association) pursuant to the requirement in [Section 2.3] of the Twelfth Supplemental Indenture
dated as of [August] 1, 2024.
Amount of
Payment
Date of
Payment
[Debt
Forgiveness
Amount]
Repayable
Principal
Amount
Total
Principal Sum
Board Representative
Signature
$_______ _______ $__________ $_________ $__________ ____________________
$_______ _______ $__________ $_________ $__________ ____________________
$_______ _______ $__________ $_________ $__________ ____________________
$_______ _______ $__________ $_________ $__________ ____________________
$_______ _______ $__________ $_________ $__________ ____________________
$_______ _______ $__________ $_________ $__________ ____________________
$_______ _______ $__________ $_________ $__________ ____________________
$_______ _______ $__________ $_________ $__________ ____________________
$_______ _______ $__________ $_________ $__________ ____________________
$_______ _______ $__________ $_________ $__________ ____________________
$_______ _______ $__________ $_________ $__________ ____________________
$_______ _______ $__________ $_________ $__________ ____________________
A-2-1
EXHIBIT A-2
(FORM OF EXCHANGE BOND)
Registered Registered
UNITED STATES OF AMERICA
SALT LAKE CITY, UTAH
PUBLIC UTILITIES REVENUE BONDS
SERIES 2024A
Number R - ___ $__________
Hardship Grant
Assessment Rate Maturity Date Issue Date
___% February 1, 20___ __________, 20___
Registered Owner:
Principal Amount: ______________________________________ AND NO/100 DOLLARS
Salt Lake City, Utah (the “City”), a duly organized and existing municipal corporation and
political subdivision of the State of Utah, located in Salt Lake County, Utah, acknowledges itself
indebted and for value received hereby promises to pay, but solely in the manner and from the
revenues and sources hereinafter provided, to the Registered Owner identified above or its
registered assigns, on the Maturity Date specified above, upon presentation and surrender hereof,
the Principal Amount identified above. The Hardship Grant Assessment on the Principal Amount
shall be payable by check or draft mailed by U.S. Bank Trust Company, National Association (the
“Paying Agent”) to the Registered Owner hereof on each February 1. Principal and redemption
price of this Bond shall be payable upon presentation of this Bond to the Paying Agent, for payment
at maturity.
If any installment payment of Bond principal and the Hardship Grant Assessment is not
paid when due and payable, the City shall pay the Hardship Grant Assessment at the rate of
[eighteen percent (18%)] per annum on the delinquent installment from said due date until paid.
All payments shall be made in any coin or currency which on the date of payment is legal tender
for the payment of debts due the United States of America.
This Bond is one of an authorized issue of bonds of like date, term and effect except as to
maturity, in the aggregate principal amount of ________________________ Dollars
($__________), issued in exchange for the conversion of the City’s $39,525,000 Public Utilities
Revenue Bonds, Series 2024A, issued under and by virtue of the Local Government Bonding Act,
Title 11, Chapter 14, Utah Code Annotated, 1953, as amended (the “Act”), and under and pursuant
to a Master Trust Indenture, dated as of January 1, 2004, and heretofore amended and
supplemented (the “Master Indenture”), between the City and U.S. Bank Trust Company, National
Association, as trustee (said trustee and any successor thereto under the Master Indenture being
herein referred to as the “Trustee”), as further amended and supplemented by a Twelfth
Supplemental Trust Indenture, dated as of [August] 1, 2024 (the “Twelfth Supplemental
Indenture”), between the City and the Trustee (such Master Indenture, as amended and
supplemented by the Twelfth Supplemental Indenture and as hereafter amended and
4854-3464-3644, v. 3 A-1-2
supplemented, being herein referred to as the “Indenture”), for the purposes of (a) paying all or a
portion of the costs of construction of improvements to its water system, including, but not limited
to the [planning and construction of lead service line inventory and replacements as well as
potential replacement of aging water mains to facilitate service line replacements] and related
improvements and (b) paying of all expenses incident thereto and to the issuance of the Series
2024A Bonds.
This Bond is a special, limited obligation of the City payable solely from the Net Revenues
(as defined in the Indenture) of the System and does not constitute an indebtedness of the City
within the meaning of any state constitutional or statutory limitation. In no event shall this Bond
be deemed or construed to be a general obligation indebtedness of the City or payable from any
funds of the City other than the Revenues of the System.
As provided in the Indenture, bonds, notes and other obligations may be issued from time
to time in one or more series in various principal amounts, may mature at different times, may bear
Hardship Grant Assessments or interest at different rates and may otherwise vary as provided in
the Indenture, and the aggregate principal amount of such bonds, notes and other obligations which
may be issued is not limited. This Bond and all other bonds, notes and other obligations issued
and to be issued under the Indenture on a parity with this Bond are and will be equally and ratably
secured by the pledge and covenants made therein, except as otherwise expressly provided or
permitted in or pursuant to the Indenture.
The issuance of this Bond shall not, directly, indirectly or contingently, obligate the City
or any agency, instrumentality or political subdivision thereof to levy any form of taxation therefor
or to make any appropriation for its payment.
The Bonds are subject to redemption prior to maturity at any time, in whole or in part (if
in part, in integral multiples of $1,000), at the election of the City in inverse order of maturity (if
less than all of the Bonds maturing on any single date are called for redemption, the Trustee shall
select the Bonds to be redeemed, from the Outstanding Bonds maturing on that date not previously
called for redemption, in such manner as in the Trustee’s sole discretion it shall deem appropriate
and fair) upon not less than thirty (30) days’ nor more than forty-five (45) days’ prior notice, at a
redemption price equal to 100% of the principal amount of each Bond to be redeemed. Notice of
redemption shall be mailed by the City, postage prepaid, to the registered owners of said Bonds
addressed to such owners at their address appearing on the registration books maintained by the
City.
Subject to the provisions of the Indenture, the Series 2024A Bonds are issuable in fully
registered form, without coupons, in denomination equal to the principal amount of the bonds or,
upon exchange, in the denomination of $1,000 or any integral multiple thereof.
The City covenants and agrees that it will fix rates for service to customers of the System
sufficient to pay this Bond when due, and principal and the Hardship Grant Assessments on all
bonds and Bonds issued on a priority to or parity with this Bond, if any, as the same fall due,
provided such rates must be reasonable rates for the type, kind and character of the service
rendered, and will collect and account for the Revenues (as defined in the Indenture) to be received
for such service, and will set aside one hundred percent (100%) of the Net Revenues of the System
4854-3464-3644, v. 3 A-1-3
(as defined in the Indenture) to pay this Bond according to the payment terms hereinabove set forth
and the principal and Hardship Grant Assessments on all bonds and notes issued on a parity with
this Bond, if any.
To the extent and in the respects permitted by the Indenture, the Indenture may be modified
or amended by action on behalf of the City taken in the manner and subject to the conditions and
exceptions prescribed in the Indenture. The Registered Owner of this Bond shall have no right to
enforce the provisions of the Indenture or to institute action to enforce the pledge or covenants
made therein or to take any action with respect to an event of default under the Indenture or to
institute, appear in, or defend any suit or other proceeding with respect thereto, except as provided
in the Indenture.
This Bond is transferable by the registered holder hereof in person or by his attorney duly
authorized in writing at the office of the Trustee (the “Registrar”) but only in the manner, subject
to the limitations and upon payment of the charges provided in the Indenture and upon surrender
and cancellation of this Bond. Upon such transfer a new registered Bond or Bonds of the same
series and the same maturity and of authorized denomination or denominations for the same
aggregate principal amount will be issued to the transferee in exchange therefor.
It is hereby certified, recited and declared that all conditions, acts and things essential to
the validity of this Bond and the issue of which it forms a part do exist, have happened and have
been done, and that every requirement of law affecting the issue hereof has been duly complied
with; that this Bond and the issue of which it forms a part does not exceed any limitation prescribed
by the Constitution and laws of the State of Utah; that one hundred percent (100%) of the Net
Revenues to be derived from the operation of the System, including any future improvements,
additions and extensions thereto, have been pledged and will be set aside into said special fund by
the City to be used for the payment of this Bond and the issue of which it forms a part, and all
bonds and notes issued on a parity with this Bond, if any, and that said Net Revenues of the System
are not pledged, hypothecated or anticipated in any way other than by the issue of Series 2024A
Bonds of which this Bond is one and all bonds and notes issued on a parity with this Bond, if any.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Indenture until the Certificate of Authentication on this Bond shall
have been manually signed by the Trustee.
SALT LAKE CITY, UTAH
By:_________________________________
Mayor
COUNTERSIGN AND ATTEST:
By:
City Recorder
B-1
EXHIBIT B
COST OF ISSUANCE DISBURSEMENT REQUEST
U.S. Bank Trust Company, National Association
170 South Main, Suite 200
Salt Lake City, Utah 84101
Pursuant to Section 3.2 of the Twelfth Supplemental Indenture of Trust dated as of [August
1], 2024, you are hereby authorized to pay to the following costs of issuance from the Series 2024A
Project Account:
[See Attached Schedule]
SALT LAKE CITY, UTAH
Authorized Representative
Form of Schedule
COSTS OF ISSUANCE
Payee Purpose Amount
C-1
EXHIBIT C
FORM OF REQUISITION
Re: Salt Lake City, Utah Public Utilities Revenue Bonds, Series 2024A in the sum of
$__________
U.S. Bank Trust Company, National Association
170 South Main, Suite 200
Salt Lake City, Utah 84101
You are hereby authorized to disburse from the Series 2024A Account of the Construction
Fund with regard to the above-referenced bond issue the following:
REQUISITION NUMBER: ____________________
NAME AND ADDRESS OF PAYEE:
AMOUNT: $___________________
PURPOSE FOR WHICH EXPENSE HAS BEEN INCURRED:
Each obligation, item of cost, or expense mentioned herein has been properly incurred, is
a proper charge against the Series 2024A Account of the Construction Fund based upon audited,
itemized claims substantiated in support thereof (evidence of such support not herein required by
the Trustee), is justly due and owing and constitutes a Cost of a Project and has not been the basis
for a previous withdrawal.
The amount remaining in the Series 2024A Account of the Construction Fund after such
disbursement is made, together with the amount of unencumbered Net Revenues, if any, which the
City reasonably estimates will be deposited in the Series 2024A Account of the Construction Fund
during the period of construction of the Project from the investment of moneys on deposit in the
Series 2024A Account of the Construction Fund, will, together with any other moneys lawfully
available or expected to be lawfully available for payment of the Cost of the Project and after
payment of the amount requested in said requisition, be sufficient to pay the Cost of Completion
for the Project in accordance with the plans and specifications therefor then in effect; it being
understood that no moneys from the Series 2024A Account of the Construction Fund may be
expended unless, after giving effect thereto, the funds remaining in the Series 2024A Account of
the Construction Fund, together with such other funds and income and lawfully available moneys,
are sufficient to pay the Cost of Completion for the Project.
4854-3464-3644, v. 3 C-2
DATED: ________________
By:
Its:
STATE OF UTAH DEPARTMENT OF
ENVIRONMENTAL QUALITY DRINKING
WATER BOARD
By:
Its: Assistant Executive Secretary
Salt Lake City
PROPOSED BOND REPAYMENT SCHEDULE 51 % Loan & 49 % P.F.
PRINCIPAL $20,175,000.00 ANTICIPATED CLOSING DATE February 1, 2024
HARDSHIP GRANT ASSESSMENT FEE 1.50% FIRST P&I PAYMENT DUE February 1, 2025
TERM 39 REVENUE BOND $20,175,000
NOMIN. PAYMENT $687,052.16 PRINC. FORGIVE.: $19,350,000.00
BEGINNING DATE OF ENDING PAYM
YEAR BALANCE PAYMENT PAYMENT PRINCIPAL INTEREST BALANCE NO.
=========== ==================== ================ ================ = ================== ================== ================= =====
2025 $20,175,000.00 February 1, 2025 $302,625.00 * $0.00 $302,625.00 $20,175,000.00 0
2026 $20,175,000.00 February 1, 2026 $302,625.00 $0.00 $302,625.00 $20,175,000.00 1
2027 $20,175,000.00 February 1, 2027 $302,625.00 $0.00 $302,625.00 $20,175,000.00 2
2028 $20,175,000.00 February 1, 2028 $302,625.00 $0.00 $302,625.00 $20,175,000.00 3
2029 $20,175,000.00 February 1, 2029 $302,625.00 $0.00 $302,625.00 $20,175,000.00 4
2030 $20,175,000.00 February 1, 2030 $745,625.00 $443,000.00 $302,625.00 $19,732,000.00 5
2031 $19,732,000.00 February 1, 2031 $744,980.00 $449,000.00 $295,980.00 $19,283,000.00 6
2032 $19,283,000.00 February 1, 2032 $745,245.00 $456,000.00 $289,245.00 $18,827,000.00 7
2033 $18,827,000.00 February 1, 2033 $745,405.00 $463,000.00 $282,405.00 $18,364,000.00 8
2034 $18,364,000.00 February 1, 2034 $745,460.00 $470,000.00 $275,460.00 $17,894,000.00 9
2035 $17,894,000.00 February 1, 2035 $745,410.00 $477,000.00 $268,410.00 $17,417,000.00 10
2036 $17,417,000.00 February 1, 2036 $745,255.00 $484,000.00 $261,255.00 $16,933,000.00 11
2037 $16,933,000.00 February 1, 2037 $744,995.00 $491,000.00 $253,995.00 $16,442,000.00 12
2038 $16,442,000.00 February 1, 2038 $744,630.00 $498,000.00 $246,630.00 $15,944,000.00 13
2039 $15,944,000.00 February 1, 2039 $745,160.00 $506,000.00 $239,160.00 $15,438,000.00 14
2040 $15,438,000.00 February 1, 2040 $745,570.00 $514,000.00 $231,570.00 $14,924,000.00 15
2041 $14,924,000.00 February 1, 2041 $744,860.00 $521,000.00 $223,860.00 $14,403,000.00 16
2042 $14,403,000.00 February 1, 2042 $745,045.00 $529,000.00 $216,045.00 $13,874,000.00 17
2043 $13,874,000.00 February 1, 2043 $745,110.00 $537,000.00 $208,110.00 $13,337,000.00 18
2044 $13,337,000.00 February 1, 2044 $745,055.00 $545,000.00 $200,055.00 $12,792,000.00 19
2045 $12,792,000.00 February 1, 2045 $744,880.00 $553,000.00 $191,880.00 $12,239,000.00 20
2046 $12,239,000.00 February 1, 2046 $745,585.00 $562,000.00 $183,585.00 $11,677,000.00 21
2047 $11,677,000.00 February 1, 2047 $745,155.00 $570,000.00 $175,155.00 $11,107,000.00 22
2048 $11,107,000.00 February 1, 2048 $744,605.00 $578,000.00 $166,605.00 $10,529,000.00 23
2049 $10,529,000.00 February 1, 2049 $744,935.00 $587,000.00 $157,935.00 $9,942,000.00 24
2050 $9,942,000.00 February 1, 2050 $745,130.00 $596,000.00 $149,130.00 $9,346,000.00 25
2051 $9,346,000.00 February 1, 2051 $745,190.00 $605,000.00 $140,190.00 $8,741,000.00 26
2052 $8,741,000.00 February 1, 2052 $745,115.00 $614,000.00 $131,115.00 $8,127,000.00 27
2053 $8,127,000.00 February 1, 2053 $744,905.00 $623,000.00 $121,905.00 $7,504,000.00 28
2054 $7,504,000.00 February 1, 2054 $745,560.00 $633,000.00 $112,560.00 $6,871,000.00 29
2055 $6,871,000.00 February 1, 2055 $745,065.00 $642,000.00 $103,065.00 $6,229,000.00 30
2056 $6,229,000.00 February 1, 2056 $745,435.00 $652,000.00 $93,435.00 $5,577,000.00 31
2057 $5,577,000.00 February 1, 2057 $744,655.00 $661,000.00 $83,655.00 $4,916,000.00 32
2058 $4,916,000.00 February 1, 2058 $744,740.00 $671,000.00 $73,740.00 $4,245,000.00 33
2059 $4,245,000.00 February 1, 2059 $744,675.00 $681,000.00 $63,675.00 $3,564,000.00 34
2060 $3,564,000.00 February 1, 2060 $745,460.00 $692,000.00 $53,460.00 $2,872,000.00 35
2061 $2,872,000.00 February 1, 2061 $745,080.00 $702,000.00 $43,080.00 $2,170,000.00 36
2062 $2,170,000.00 February 1, 2062 $745,550.00 $713,000.00 $32,550.00 $1,457,000.00 37
2063 $1,457,000.00 February 1, 2063 $744,855.00 $723,000.00 $21,855.00 $734,000.00 38
2064 $734,000.00 February 1, 2064 $745,010.00 $734,000.00 $11,010.00 $0.00 39
---------------------------- ------------------------------- --------------------------------
$27,592,515.00 $20,175,000.00 $7,417,515.00
*Interest Only Payment
Calendar of Bonding Events
$20,175,000* Salt Lake City, Utah
Public Utilities Revenue Bonds, Series 2024 (Drinking Water Board SRF Loan)
S M T W T F S S M T W T F S S M T W T F S S M T W T F S S M T W T F S
1 2 3 4 1 1 2 3 4 5 6 1 2 3 1 2 3 4 5 6 7
5 6 7 8 9 10 11 2 3 4 5 6 7 8 7 8 9 10 11 12 13 4 5 6 7 8 9 10 8 9 10 11 12 13 14
12 13 14 15 16 17 18 9 10 11 12 13 14 15 14 15 16 17 18 19 20 11 12 13 14 15 16 17 15 16 17 18 19 20 21
9 20 21 22 23 24 25 16 17 18 19 20 21 22 21 22 23 24 25 26 27 18 19 20 21 22 23 24 22 23 24 25 26 27 28
26 27 28 29 30 31 23 24 25 26 27 28 29 28 29 30 31 25 26 27 28 29 30 31 29 30
30
Bond/ Disclosure Counsel - Gilmore & Bell, P.C. (Brad Patterson)
City Attorney: (____________)
City Council - Salt Lake City
City Officials: (Mary Beth Thompson and Russ Sundquist)
City Recorder's Office: (Cindy Lou Trishman)
City Treasurer's Office: (Marina Scott)
DDW Division of Drinking Water (Andrea Thurlow and Heather Pattee)
DWB:Drinking Water Board (Michael J. Grange)
DWBA:Drinking Water Board Attorney (William L. Prater, Esq.)
Municipal Advisor - Stifel, Nicolaus & Company, Inc. (John Crandall and Elizabeth Read)
Mayor: (Erin Mendenhall)
PU:Public Utilities Office: (Laura Briefer, Lisa Tarufelli and Teresa Gray)
Trustee - US Bank (Laurel Bailey)T:
CO:
CR:
CT:
Legend
BC:
CA:
CC:
MA:
M:
August 28
August 29
Distribution of closing documents.
City executes and delivers all documentation to Bond Counsel prior to closing.
Bond Closing. Delivery of the bond proceeds to the City.ALL
M, CC, PU
BC
May 9, 2024
STATUS
BC
PU, BC
PU, BC
CC, PU, MA
PARTICIPANTS
JUNE JULY AUGUST SEPTEMBERMAY
DATE EVENT
May 13 Bond Counsel prepares and distributes initial drafts of the Indenture and Parameters Resolution.
June 11
Drinking Water Board authorized construction loan.February 29
Council Transmittal Packets (including Form of Parameters Resolution and Notice of Public Hearing and
Bonds To Be Issued as a Class A notice under Section 63G-30-102, Utah Code) due to Mayor's Office for
June 11 briefing.
Regular City Council Meeting: Bond transaction briefing.
Council Transmittal Packets due to Mayor's Office for July 2 adoption of Parameters Resolution (approving
previously circulated documents).
May 21
June 19 Market Holiday: Juneteenth National Independence Day.
July 8 City mails out notices monthly billing notices per State requirements.
July 3 City Recorder posts “Notice of Public Hearing and Bonds To Be Issued as a Class A notice under Section
63G-30-102, Utah Code” . (30-day contest period begins)
July 2
Holiday: Independence Day.
Regular City Council Meeting: Council adopts Bond Parameters Resolution and sets the date of August 13
for Public Hearing.
July 4
CC, PU, MA
BC, CR
August 20
August 2
August 13 Regular City Council Meeting: Public Hearing on bond issue.
End of 30-day contest period.-
PU
DWB
CC, PU, MA
-
-
*Preliminary; Subject to Change
DRAFT