Transmittal - 7/9/2024TO:Salt Lake City Council DATE: May 21, 2024
Victoria Petro, Chair
ERIN MENDENHALL
Mayor
J1ULove
Jill Love (May 23, 202416:21 MDT)
LAURA BRIEFER, DIRECTOR
Department of Public Utilities
CITY COUNCIL TRANSM ITTAL
Date Received: 05/23/2024
Jill Love, Chief Administrative Officer Date sent to Council: 05/23/2024
SUBJECT: Salt Lake City, Utah Public Utilities Revenue Bond, Series 2024A
STAFF CONTACT: Lisa M. Tarufelli, Finance Administrator, 801-483-6755
Iisa.tarufel Ii@slcgov.com
Laura Briefer, Director, 801-483-6741
laura.briefer(ci),slcgov.com
Teresa Gray, Water Quality and Treatment Administrator, 801-483-6744
teresa.gray@slcgov.com
DOCUMENT TYPE: Briefing/Discussion
RECOMMENDATION: That the City Council consider adopting a Bond Parameters Resolution for the
issuance and sale of up to $39,525,000 principal amount of Salt Lake City Public Utilities Revenue Bond,
Series 2024A. This includes a recommendation to 1) brief the Council on June 11, 2024 in anticipation of
adopting a Bond Parameters Resolution for the aforementioned bond issue; 2) adopt a Bond Parameters
Resolution on July 2, 2024 approving the issuance of up to $39,525,000 principal amount of Salt Lake City
Public Utilities Revenue Bond, Series 2024A and give authority to certain officers to approve the final terms
and provisions of and confirm the issuance of the Bond within certain parameters set forth in the attached Bond
Parameters Resolution; and 3) hold a public hearing on August 13, 2024.
BUDGET IMPACT: None. The FY25 budget anticipated the bond issuance (SRF Loan Proceeds). No budget
opening will be required.
BACKGROUND/DISCUSSION: In accordance with provisions of the Local Government Bonding Act, the
City is required to hold a public a hearing to receive input from the public for all bond issues with respect to: a)
the issuance of the Series 2024A revenue bonds and b) the potential economic impact that the water
infrastructure improvements will have on the private sector. The financing team is requesting that the City
Council approve the Bond Parameters Resolution on July 2, 2024 setting Tuesday, August 13, 2024 as the date
to hold the public hearing. A Notice of Public Hearing is required to be published once at least 14 days before
the public hearing. The publication of that notice is scheduled for July 3, 2024.
FROM:Laura Briefer, Public Utilities Director
The Bond Parameters Resolution for the above-referenced bond issue contemplates the issuance of up to a
$39,525,000 principal amount bond bearing a hardship grant assessment fee in lieu of interest not to exceed
1.5% per annum with a bond period not to exceed 39 years.
Public Utilities received a Federal SRF Loan Authorization through the State Drinking Water Board for 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. The loan will be secured by a non-voted Water
Revenue Bond. The authorized loan is up to $39,525,000, with $19,350,000 in principal forgiveness for a net
repayable amount of $20,175,000, for up to 39 years at 1.5% hardship grant assessment fee in lieu of interest.
Public Utilities is implementing a 5-year approach for planning and construction associated with a Lead Service
Line Replacement Program (Program). This Program is being conducted to comply with the federal Safe
Drinking Water Act (SOWA) and its revisions to the Lead and Copper Rule. Information gathered through the
planning phases of the project will inform the subsequent construction required for lead service removals.
Construction will include removal and replacement of both public services and private services. Public Utilities
presented information to the City Council about the Lead and Copper Rule changes and our anticipated
approach to comply with the changes in January 2023.
Draft copies of the Bond Parameters Resolution, Twelfth Supplemental Trust Indenture, LSL Signed Authorization
Letter from the Drinking Water Board, draft amortization schedule, and preliminary calendar of events are included
for your review. These documents are subject to change.
Attachments: Bond Parameters Resolution
Twelfth Supplemental Trust Indenture
SLC LSL Signed Authorization Letter
Draft Loan Amortization Schedule
Preliminary Calendar of Events
cc: Lisa Tarufelli, Public Utilities Finance Administrator
Teresa Gray, Public Utilities Water Quality and Treatment Administrator
Mark Kittrell, Salt Lake City Deputy Attorney
Marina Scott
4871-4591-9676, v. 3
Gilmore Bell DRAFT 05/21/2024
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:
24871-4591-9676, v. 3
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
34871-4591-9676, v. 3
WHEREAS, the State of Utah Department of Environmental Quality, Drinking Water
Board (the “Drinking Water Board”) has offered to purchase the Series 2024A Bonds; and
WHEREAS, in order to allow the City, in consultation with the City’s Municipal Advisor,
Stifel, Nicolaus & Company, Incorporated (the “Municipal Advisor”) flexibility in setting the
pricing date and final terms of the Series 2024A Bonds, the Council desires to grant to (a) the (i)
Mayor of the City; or (ii) in the event of the absence or incapacity of the Mayor, the Mayor’s Chief
of Staff; or (iii) in the event of the absence or incapacity of both the Mayor and the Mayor’s Chief
of Staff, the City Treasurer; or (iv) in the event of the absence or incapacity of the Mayor, the
Mayor’s Chief of Staff and the City Treasurer, the Deputy Treasurer of the City and (b) (i) the
Chair of the Council; or (ii) in the event of the absence or incapacity of the Chair of the Council,
the Vice Chair of the Council; or (iii) in the event of the absence or incapacity of both the Chair
and Vice Chair of the Council, any other member of the Council (collectively, the “Designated
Officers”), the authority to approve the final interest rates, if any, assessment fees, principal
amounts, terms, maturities, redemption or other features, and purchase price at which the Series
2024A Bonds shall be sold and to make any changes with respect thereto from those terms which
were before the Council at the time of adoption of this Resolution, provided such terms do not
exceed the parameters set forth for such terms in this Resolution (the “Parameters”);
NOW, THEREFORE, it is hereby resolved by the City Council of Salt Lake City, Utah, as
follows:
Section 1. For the purpose of financing the Project and paying costs of issuance of
the Series 2024A Bonds, the Council hereby authorizes the issuance of the City’s Series 2024A
Bonds which shall be designated “Salt Lake City, Utah Public Utilities Revenue Bonds, Series
2024A” (to be issued from time to time as one or more series and with such other series or title
designation(s) as may be determined by the City) in the initial aggregate principal amount of not
to exceed $39,525,000. The Series 2024A Bonds shall mature in not more than thirty-nine (39)
years from their date or dates, shall be sold at a price not less than one hundred percent (100%)
of the total principal amount thereof with the understanding that the Drinking Water Board has
agreed to forgive $19,350,000 in principal amount of the Series 2024A Bonds such that the net
principal repayment amount shall be $20,175,000. The Series 2024A Bonds shall not bear
interest but shall bear an annual Hardship Grant Assessment Fee instead of interest at a rate not
to exceed one and one-half percent (1.5%) per annum, and may be non-callable or subject to
redemption, all as shall be approved by the Designated Officers in consultation with the City’s
Municipal Advisor, all within the Parameters set forth herein.
Section 2. The Supplemental Indenture in substantially the form presented at this
meeting and attached hereto as Exhibits B is hereby authorized, approved, and confirmed. The
Mayor or the Mayor’s Chief of Staff as the Mayor’s designee (collectively referred to herein as
the “Mayor”) are hereby authorized to execute and deliver and the City Recorder or Deputy City
Recorder (the “City Recorder”) to attest or countersign, the Supplemental Indenture, in
substantially the forms and with substantially the content as the form presented at this meeting
for and on behalf of the City, with final terms as may be established by the Designated Officers,
in consultation with the Municipal Advisor, within the Parameters set forth herein, and with such
alterations, changes or additions as may be necessary or as may be authorized by Section 4
hereof. The Designated Officers are each hereby authorized to specify and agree as to the final
44871-4591-9676, v. 3
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.
54871-4591-9676, v. 3
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
64871-4591-9676, v. 3
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.
74871-4591-9676, v. 3
/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.
84871-4591-9676, v. 3
ADOPTED this July 2, 2024.
Chair
( S E A L )
Attest and Countersign:
City Recorder
APPROVED AS TO FORM:
City Attorney
94871-4591-9676, v. 3
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
104871-4591-9676, v. 3
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
A-14871-4591-9676, v. 3
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
B-14871-4591-9676, v. 3
EXHIBIT B
INDENTURE
State of Utah
SPENCERJ. COX
Governor
DEIDRE HENDERSON
Lieulenant Governor
Department of
Environmental Quality
Kimberly D. Shelley
Executive Director
DIVISION OF DRINKING WATER
Nathan Lunstad
Director
Drinking Water Board
Kristi Bell, Chair
Eric Franson, P.E, Vice-Chair
Dawn Ramsey
Justin Maughan
Corinna Harris
Jeff Coombs
Shazelle Terry
Blake Tullis, PhD.
Kimberly D. Shelley
Nathan Lunstad
Executive Secretary
April 10, 2024
Laura Briefer
Salt Lake City Water System
1530 S. West Temple Street
Salt Lake City, Utah 84115
Laura.briefer@slcgov.com
Subject:Federal SRF Loan Authorization and Procedures for Committal of Funds; Salt
Lake City Water System, System #18026, Loan #3F2028
Dear Laura Briefer:
On February 29, 2024, the Drinking Water Board (hereinafter called the "Board") authorized
a construction loan of up to $39,525,000, with $19,350,000 in principal forgiveness, for a net
repayable amount of $20,175,000 for up to 39 years at 1.5% hardship grant assessment fee in
lieu of interest, to Salt Lake City Water System (hereinafter called the "Recipient") for 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 where large quantities of
lead are present (hereinafter called the "Project"). The loan from the Board will be secured by
General Obligation bond(s), Non-voted Water Revenue bond(s), or a combination thereof; issued
by the Recipient as incremental disbursement bond(s) (hereinafter referred to as Bonds) disbursed
on a monthly or quarterly basis. The Board has determined the retirement period for the Bonds to
be no more than thirty-nine (39) years, with the assessment fee payable on the unpaid principal
from the date of each advance of loan funds. The annual assessment fee is 1.5%. The Board will
require annual principal payments on the Bonds, plus assessments, totaling approximately
$687,000. Enclosed is the proposed bond repayment schedule. If a revenue bond is used, a debt
service reserve fund equal to this annual amount must be established by no more than ten equal
annual deposits.
The authorized financial assistance will be deposited incrementally into the escrow account
mentioned in item 2 along with other funds after the bonding requirements for the loan are
completed and the principal forgiveness agreement is signed and fully executed.
Special Conditions
195 North 1950 West• Salt Lake City, UT
Mailing Address: P.O. Box 144830 • Salt Lake City, UT 84114-4830
Telephone (801) 536-4200 • Fax (801) 536-4211 • T.D.D. (801) 536-4414
www.deq.utah.gov
Printed on I00% recycled paper
Laura Briefer, SLC WS
April 10, 2024
Page 2
This financial assistance was authorized subject to the availability of funds. The assistance
represented by this authorization will be funded, in whole or in part, from the proceeds of a federal
DWSRF Capitalization Grant (Section 1452 SOWA) to the State of Utah. Under the SRF
Capitalization Grant Program, federal funds are to be made available to the State by way of
authorized draws on a letter of credit over the construction period of the Project. Therefore, this
authorization is expressly subject to the continued availability of federal funds through the SRF
Capitalization Grant and the letter of credit related thereto.
Neither the Board nor the State of Utah shall be bound by this authorization or by any obligation to
provide further loan funds to or purchase any bonds from the Recipient if the SRF Capitalization
Grant funds to which this authorization relates are not awarded or if payments under the letter of
credit are withheld for any reason.
As a condition of this authorization, the Board will require the Recipient to provide a schedule of
estimated engineering and construction time for the Project within ninety (90) days of the date of
this letter. If the Project has not progressed sufficiently for the Recipient to issue the Bond within
twelve months of the date of authorization, authorized funding may be withdrawn.
As a condition of this loan, the Board will require the Recipient to establish a capital facilities
replacement reserve account. Deposits to that account shall be made at least annually in the amount
of five percent (5%) of the Recipient's annual drinking water system budget, including depreciation,
and must continue until the Bonds are redeemed. Failure to maintain the reserve account will
constitute a technical default on the Bonds and may result in penalties being assessed.
The Bonds may be prepaid, 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 Bond principal in inverse order
of maturities. In addition, if any Bond proceeds remain after the Project is completed, those
remaining proceeds shall be used to redeem Bond principal in inverse order of maturities. The Bond
documents must contain the following provisions:
i]The Bonds will initially be in the form of a single, fully-registered bond in the
amount of $20,175,000 with provisions for incremental advances quarterly, based
on a schedule that coincides with the rate at which engineering/construction related
costs are expected to be incurred for the Project. However, provisions shall be made
which would allow the Bonds to be exchanged for separate serial bonds in minimum
denominations of $1,000.
ii]If revenue bonds are used the Bonds must be secured by a pledge by the Recipient
of 100% of the net revenue produced by the Recipient's water system, and the
Recipient will be required to warrant and demonstrate that those net revenues equal
or exceed 125% of the total annual debt service requirements on the Bonds and any
other obligations secured by a pledge of those revenues.
iii]If interest is payable on the Bonds, that interest must be tax-exempt, and delivery of
the Bonds must be accompanied by an opinion of recognized bond counsel that the
interest is not subject to state or federal income taxes.
Laura Briefer, SLC WS
April 10, 2024
Page 3
iv]If a revenue bond is used, and if the Recipient has previously issued bonds or other
obligations secured by a pledge of water system revenues, the Bonds to be purchased
by the Board shall be issued on a parity with those prior bonds or obligations with
respect to the revenue. If it is not possible for the Bonds to be issued on a parity
basis, the Recipient shall contact Michael J. Grange immediately at (801) 674-2563.
Based on the information presented to the Board, the following sources of funding will be available
for the construction of the Project:
Agency Share % of Total
Drinking Water Board (Loan)$20,175,000 51%
Drinking Water Board (Principal Forgiveness)$19,350,000 49%
Local Contribution $0 0%
Total Project Cost $39,525,000 100.0%
For DWSRF-funded projects the Recipient must submit engineering drawings for any water
main replacements or copies of approved waterline installation standards to the Drinking
Water Board for review. If the Recipient chooses to use a contractor for any portion of the
authorized project, the Recipient must advertise for bids for those portions of the Project, must open
the bids, and must demonstrate to the Drinking Water Board that the bidding process complied with
Utah bidding laws and that available sources of funding are adequate to cover the cost of the Project
and the bond insurance costs.
Prior to bond closing the Recipient must make arrangements for all authorized financial assistance
proceeds and all other Project funds to be available for deposit into the escrow account described
below at the time the Board delivers funds unless other acceptable arrangements have been
previously made.
The financial assistance is conditioned upon the availability of funds at the time of closing,
satisfaction of the conditions specified in this letter, and adherence to the project schedule approved
at that time. If the Project does not proceed according to the project schedule, the Board may
withdraw project authorization, so that other projects ready to proceed can obtain necessary funding.
The Board may consider extensions to the project schedule. Any extension requested must be fully
justified. After the Project's construction bids have been opened and the below listed requirements
have been met, and if the project remains substantially as approved, loan closing will proceed
subject to funds available at that time. But, if substantial changes in the Project are required, they
must be considered by the Board for committal of funds.
As the Recipient you will need to complete the following items before the Board will purchase your
Bonds:
I.The State of Utah has appointed William L. Prater, Esq. as special legal counsel to the
Board (the "Board's Attorney") and has assigned to him the responsibility of reviewing
Laura Briefer, SLC WS
April 10, 2024
Page 4
all proceedings and documents relating to the sale of bonds to the Board. His telephone
number is (801) 566-8882, email is bill@billprater.com, or mail to P.O. Box 71368, Salt
Lake City, Utah 84171. The Recipient's bond counsel shall submit the following items to
his office at the times indicated below. A copy of the transmittal letter for the items
indicated below must also be sent to the Division of Drinking Water to document project
progress.
a.No later than one week prior to the meeting at which the Recipient intends to adopt
its Resolution for the issuance of the Bonds, a complete copy of the Resolution shall
be submitted for review.
b.No later than two weeks after the adoption of the Resolution, the following items
shall be submitted:
1)A true and complete photocopy of the Resolution as adopted, showing signatures
of the appropriate officials of the Recipient on the Resolution and on the Notice
of Meeting, Acknowledgment of Notice and Consent, Certificate of Publication,
Open Meeting Certificate, and other similar documents relating to the
Resolution.
2)A true and complete photocopy of the minutes, notices, resolutions, and other
documents relating to the Bonds, showing signatures of the appropriate officials.
3)A complete copy of the proposed documents to be signed at Closing, including
(but not necessarily limited to) General Certificate, Signature Identification and
Non-Litigation Certificate, Receipt, Arbitrage Certificate (ifrequired), Recipient
Attorney's Non-Litigation Certificate, Certificate of Clerk (or Recorder) as to
contents of Bond Transcript File, Escrow Agreement, and the Bond Attorney's
Opinion.
4)A copy of the water rate structure described in paragraph 3 below of this letter.
5)A copy of the proposed opinion letter of the Recipient's attorney described in
paragraph 7 of this letter.
The procedures for bond approval will be substantially the same as required by the Utah
Local Government Bonding Act as it applies to cities and towns. The opinion of the bond
attorney must accompany delivery of the Bonds to the Board before proceeds of the loan
will be released.
At or after the Closing, the Board's Attorney will bill the Recipient, and the Recipient
must pay those legal fees. This is an eligible project expenditure. If the Recipient fails
to close the loan after this authorization, it will nonetheless be by billed for the actions
taken by the Board's Attorney prior to loan cancellation.
Laura Briefer, SLC WS
April 10, 2024
Page 5
2.Consistent with requirements of the law and the covenants of applicable bond resolutions,
the actual payment of funds by the Board to the Recipient will not take place until the
Board has assurance the funds will be used for Project costs and the Project will actually
be completed. To assure this, all monies to be expended on the Proiect. including the
Recipient's share shall be placed in an escrow account supervised by the Recipient and the
Board, unless other acceptable arrangements have been made. In general, the Board will
make incremental advances into the account on a monthly or quarterly basis. A copy of
the proposed escrow agreement shall be submitted to the Board and the Board's Attorney
for review.
Disbursements from the escrow account will be reviewed and approved by the
Division of Drinking Water. A Disbursement Request Form must be completed and
submitted along with each request. Disbursement amounts must be authorized in
writing by the Recipient and the State prior to any funds being released from the
escrow account. Please refer to the reimbursement instruction sheet.
3.At the time of the adoption of the bond resolution, the Recipient shall have passed an
ordinance or resolution establishing reasonable water use rates and collection enforcement
remedies, taking into account many factors including the need to have sufficient revenue
income for all outstanding water system debts, operation and maintenance costs, and any
reserve funds. It will then be necessary to implement effective collection procedures. A
copy of the rate ordinance and collection enforcement procedures shall be submitted to the
Board and the Board's Attorney for review.
4.The Recipient's contract with its engineer shall include the cost of developing the plans
and specifications and the construction inspection of the Project. The contract shall be
submitted to the Division of Drinking Water for review. (This requirement is to assure the
Board that adequate and appropriate arrangements are made for completing and inspecting
the project within the guidelines set by the Board.)
5.The project engineer shall submit, in accordance with R309-500, plans and specifications,
bidding documents, and general conditions to the Division of Drinking Water for review
and Plan Approval prior to soliciting bids on the Project. The engineer shall submit project
documents via ddwpnf@utah.gov per https://deq. utah.govldrinking-water/general-plan-
approval-process for the expeditious assignment and review of the plans and
specifications. Any changes to approved plans and specifications prior to finalizing the
Recipient Agreement must be reviewed and approved by the Division of Drinking Water.
These funds cannot be disbursed until after the bid opening has occurred and a copy of
the bid tabulation has been reviewed by the Division to assure that sufficient funds are
authorized to complete the Project. If substantial changes in the Project are required, they
must be considered by the Board for committal of additional funds. The following shall
be included in the specifications:
a.The Recipient shall require contractors hired to perform work on their project to pay
prevailing wage rates according to Davis-Bacon labor wage requirements. See attached
Reference Page for document location.
Laura Briefer, SLC WS
April 10, 2024
Page 6
b.The Recipient shall comply with the Build America Buy America Act requirements. See
attached Reference Page for document location.
6.Rights-of-way and easements for construction, and operation and maintenance of the
Project shall be acquired. The Recipient, through its engineer, shall furnish its attorney a
right-of-way map showing the location of all sources, buildings, structures, pipelines, and
other pertinent facilities not only in the Project but also for the entire water system. The
engineer and presiding officer of the Recipient will sign this map and a copy provided to
the Recipient's attorney as a basis for the certification described below.
7.The Recipient's attorney shall certify the following items in writing to the Board:
a.The Recipient is a legal entity as of the date ofloan closing.
b.The Recipient has valid legal title to the rights-of-way designated and shown on the
rights-of-way map, including rights-of-way both for the project to be constructed
and the remainder of the existing water system as of the date ofloan closing.
c.The Recipient has established the ownership of water rights to any and all water used
in the system and such rights are summarized with associated water right numbers.
d.The bidding process and contract documents for the construction of the Project have
the proper and legal format and are in compliance with the Utah Code Annotated
1953 (including, but not limited to Title 34, Chapter 30).
e.After the completed and executed construction contract, along with the performance
and payment bonds and evidence of necessary insurance, has been reviewed by the
Recipient 's attorney, the Recipient 's attorney shall furnish to the Board his legal
opinion that all of such items are legal and binding and in compliance with the Utah
Code.
As indicated earlier, a draft of this letter is to be submitted to the Board and the Board's
Attorney two weeks after the adoption of the resolution.
8.If interest is payable on the Bonds, the Bonds must be accompanied by a legal opinion of
recognized municipal bond counsel that interest on the bond obligations is exempt from
federal income taxation.
Unless otherwise covered, the opinion must also include a statement that the project to be
constructed with the Bond proceeds is not for private activity and that the Recipient has
complied with all the requirements of the Board with respect to the Utah Federal State
Revolving Fund (SRF) Program (R309-705 of the Utah Administrative Code).
9.The Recipient must obtain and maintain continuously throughout the loan repayment
period, a fidelity bond on the positions handling the Recipient's funds, in an amount at
Laura Briefer, SLC WS
April 10, 2024
Page 7
least equal to the total amount of funds that will be on hand at any one time, exclusive of
loan funds. This amount should be at least twice an annual payment or $1.374.000. This
fidelity bond must be obtained and furnished to the Board prior to the loan closing date.
The names of the insured on the position fidelity bond will be "Salt Lake City Water
System and the State of Utah acting through the Drinking Water Board."
10.As a condition to the acceptance by the Board of a non-voted revenue bond, the issuer
must:
a.Publish notice and conduct a public hearing consistent with the requirements of the
Utah Local Government Bonding Act, and
b.Mail notices to System users in the Issuer's service area informing them of that
public hearing. In addition to the time and location of the public hearing, the notices
which are mailed to System users shall inform System users of the issuer's intent to
issue a non-voted revenue bond to the Board, shall describe the face amount of the
Bond, the rate of interest, the repayment schedule and shall describe the impact of
the Project. User charge rates and connection fees shall be noted in that notice. That
notice shall state that System users may respond to the Issuer in writing or in the
public hearing. A copy of all written responses and a certified record of a public
hearing shall be forwarded to the Board. If the Board feels that there is significant
opposition to the proposed project, or if required by the Utah Local Government
Bonding Act, it may be necessary for the Issuer to hold a bond election before the
Board's funds will be made available.
11.As a condition of this loan, the Board will require the Recipient to complete a Water Conservation
Plan. If your system has less than 500 connections, the plan must be submitted to the Division of
Drinking Water prior to loan closing. If your system has more than 500 connections, the plan must
be submitted to the Division of Water Resources for review and approval, and the approved
plan must be adopted (completing the Certification of Adoption) prior to loan closing. If the
Recipient has already adopted such a plan, that plan and its certification of adoption may be
submitted to the Division of Drinking Water for verification.
Laura Briefer, SLC WS
April 10, 2024
Page 8
12.In compliance with Utah Code Annotated 9-8-404 and 36 CFR 800.3(g), the project
engineer shall submit a report to the Division of Drinking Water that demonstrates a
reasonable and good faith effort was made to identify and gather information to etermine
if cultural resources are present in the area of potential effects, including a Class III Survey.
The report format shall meet SHPO State of Utah Archaeological Compliance Guidance.
Cultural resource reporting guidance is outlined in the Utah SHPO Short Cultural
Resources Inventory Report Form. See attached Reference page for document location.
13.The Recipient must agree to comply with the above Federal laws, executive orders, and
government-wide policies that apply to the Project and complete the following:
a.Ensure, to the fullest extent possible, that Disadvantaged Business Enterprise
procurement requirements are achieved in all procurements for prime contractors,
subcontractors, suppliers, and others. For your information, refer to these forms for
DBE utilization: DBE Contact Log for Bidders, Subcontractor Participation,
Performance, and Utilization forms, Suggested Sources for Locating Certified
MBE/WBE Contractors in Utah. See attached Reference page for document
locations.
Ensure that the "six affirmative steps" are taken to assure compliance with the State's
"fair share goals" in all procurements. The Division will specify the required
language, documents, and instructions.
(1)Bid solicitations shall state that this is a federally funded project requiring
compliance with the State's "fair share goals" and federal EEO regulations. See
attached Reference Page for document location.
(2)The "Special Conditions" or "Supplemental Conditions" in the bid documents
shall contain the language and instructions specifying the MBE and WBE
procurement requirements, provided by the Division.
(3)The same bid documents shall also contain the federal EEO requirements.
b.Report MBE/WBE utilization for construction services on "EPA Form 5700-52A."
See attached Reference Page for document location. This is a requirement for
projects that exceed the Simplified Acquisition Threshold set by the Office of
Management and Budget. Annual reports are due by October 30th of each year.
c.Include the following certification in the bond resolution:
"The Issuer agrees, in accepting the proceeds of the Series 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, 0MB Circular
A-133, the Utah Federal State Revolving Fund (SRF) Program (R309-705 of the
Laura Briefer, SLC WS
April 10, 2024
Page 9
Utah Administrative Code), the Utah Municipal Bond Act, the Utah Money
Management Act, the Utah Procurement Code and the State of Utah Legal
Compliance Audit Guide."
14.The Recipient shall submit a cash drawdown schedule prepared and certified by their
consulting engineer to be a schedule that coincides with the rate at which expected
construction related costs are incurred by the project.
15.The Recipient must get a Unique Entity ID from SAM.gov. Once the entity record has
been validated, submit a copy of the Unique Entity ID to the Division of Drinking Water.
16.The Recipient shall comply with the Single Audit Act requirements in accordance with
0MB Circular A-133.
17.The Recipient is required to comply with the Bipartisan Infrastructure Law Signage
requirements. See attached Reference Page for document location.
18.In compliance with Utah Code Annotated 73-10g-402, water systems applying for federal
financial assistance for improvements to capital assets related to water infrastructure shall
commit to adopt a capital asset management plan. The Asset Management Plan shall be
submitted to the Division for review and approval prior to loan closing, unless preparing
an Asset Management Plan is included as part of the project for which the Recipient has
applied for financial assistance. In which case, the Asset Management Plan shall be
submitted to the Division as soon as it is completed or prior to the entity submitting its
final project reimbursement request.
To facilitate the timely completion of the financial assistance requirements outlined in this letter,
the Recipient and its attorney and engineer shall submit to the Division of Drinking Water all of the
items required before loan closing no later than 30 days before the bond closing, and the
Recipient's bond attorney shall submit to the Board's Attorney the items listed in subsection "b" of
paragraph l on or before the due date specified.
These requirements must be completed on or before March 1, 2025. If the Recipient fails to
reasonably comply with the Project schedule, the Authorization may be withdrawn in accordance
with R309-705-7.
Laura Briefer, SLC WS
April 10, 2024
Page 10
These requirements may not cover all the matters pertaining to the Project. We anticipate that
specific questions on matters relating to your Project will arise, and we are confident that a
cooperative effort can resolve any issues.
If you have any questions concerning these requirements, please contact Andrea Thurlow at (385)
260-0337, Heather Pattee at (385) 515-1498 or me at (801) 674-2563.
Sincerely,
DRINKING WATER BOARD
Michael J. Grange, P.E.
Assistant Executive Secretary
MJG/hp/at/lr
Enclosures
1.Reference Page
2.Salt Lake City Water System Loan Repayment Schedule
cc: William Prater, Esq., William L. Prater, LLC, PO Box 71368, SLC, UT 84171, bill@billprater.com
Lisa Tarufelli, Salt Lake City Water System, lisa.tarufelli@slcgov.com
Teresa Gray, Salt Lake City Water System, Teresa.Gray@slcgov.com
Emma McGowan, Jacobs, emma.mcgowan@jacobs.com
Bradley Patterson, Gilmore & Bell, bpatterson@gilmorebell.com
Andrea Thurlow, Division of Drinking Water, athurlow@utah.gov
Heather Pattee, Division of Drinking Water, hpattee@utah.gov
Nagendra Dev, Division of Drinking Water, ndev@utah.gov
DDWFinance
Laura Briefer, SLC WS
April 10, 2024
Page 11
Reference Page
*Davis-Bacon labor wage requirements - https://documents.deq.utah.gov/drinking-
water/financial-assistance/Federal%20SRF/DOW-2022-0005 38.pdf.
*American Iron and Steel Provision - https://documents.deq.utah.gov/drinking-water/financial-
assistance/Federal%20SRF /DDW-2022-000536.pdf
*Build America Buy America Act - https://documents.deq.utah.gov/drinking-water/financial-
assistance/Federal%20SRF/DDW-2022-004136.pdf
*Utah SHPO Short Cultural Resources Inventory Report form -
https://documents.deg.utah.gov/drinking-water/financial-assistance/Federal%20SRF /DDW-2020-
038201.pdf#page=53
*Disadvantaged Business Enterprise procurement requirements -
https://documents.deq.utah.gov/drinking-water/financial-assistance/Federal%20SRF/DDW-2022-
000522.pdf
*DBE Contact Log for Bidders - https://documents.deq.utah.gov/drinking-water/financial-
assistance/Federal%20SRF /DDW-2022-000526.pdf
*Subcontractor Participation, Performance, and Utilization forms -
https://documents.deg.utah.gov/drinking-water/financial-assistance/Federal%20SRF/DDW-2022-
000526.pdf
*Suggested Sources for Locating Certified MBE/WBE Contractors in Utah -
https://documents.deg.utah.gov/drinking-water/financial-assistance/Federal%20SRF/DDW-2022-
000532.pdf
*Federal EEO regulations - https://documents.deq.utah.gov/drinking-water/financial-
assistance/Federal%20SRF/DDW-2022-000530.pdf
*" EPA Form 5700-52A" - https://documents.deq.utah.gov/drinking-water/financial-
assistance/Federal%20SRF/DDW-2022-000524.pdf
INVESTING IN
AMERICA
Investing In America Signage Guidelines
Law
Last Updated: March 2, 2023 . Office of Digital Strategy
White House Office, EOP
Meena Yi
Abbey Pitzer
The Bipartisan Infrastructure
The CHIPS and Science Act
The Inflation Reduction Act
The American Rescue Plan
Investing In America Signage Guidelines I Last Updated: 03/02/23 2
Guidelines for Logo Applications
The purpose of this document is to provide general guidelines
for signs displayed at project sites for projects funded under
the Bipartisan Infrastructure Law (also known as the
Infrastructure Investment and Jobs Act), the CHIPS and
Science Act, the Inflation Reduction Act, the American Rescue
Plan, and other Federally-funded projects as appropriate. The
first part of this document pertains to signs for Federally-
funded projects that are not installed in the highway right-of-
way. For highway signage guidance that is MUTCD compliant
please see pages 13 and 14. For all other signs please start
here. This document provides information about the Investing
In America logo mark as well as how logos, marks and seals of
states, cities, and counties can be incorporated into signage.
Logos of contractors are not permitted on the signage. When
logos are included in signage, the placement should conform
to these brand guidelines.
Investing In America Signage Guidelines I Last Updated: 03/02/23 3
Variations and Usage
There is one approved mark associated with the Investing In
America logo. To preserve the integrity of the Investing In
America logo mark, make sure to apply them correctly.
Altering, distorting, or recreating the 'marks' in any way
weakens the power of the image and what it represents.
Layout and design of signs and communication materials will
vary, so care must be taken when applying the logo mark.
Primary Logo Mark
INVESTING IN
AMERICA
Colors
The colors, graphics, and fonts used should conform to graphic
standards.
PMS7687 C
COLOR
■Blue
CMYK
83,48,0,48
RGB
22 / 68 / 132
HEX
#164484
PMS
■Red 0, 100, 81, 0 255 / 0 / 49 #FF0031 PMS185 C
White 2,2,0,3 242/ 244/ 248 #F2F4F8 Bright White
Investing In America Signage Guidelines I Last Updated: 03/02/23 4
Investing In America Signage Guidelines I Last Updated: 03/02/23 5
Logos
INVESTING IN
AMERICA
White background: logo in red and blue
INVESTING IN
AMERICA
Gray background: logo in red and blue
Blue background: logo in all white
Investing In America Signage Guidelines I Last Updated: 03/02/23 6
Investing In America Signage Guidelines I Last Updated: 03/02/23 s
I
Investing In America General Guidelines for
Logo Applications
PROJECT FUNDED BY
President Joe Biden's
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Investing In America Signage Guidelines I Last Updated: 03/02/23 6
Sign Colors
1.The Bipartisan Infrastructure Law
PROJECT FUNDED BY
President Joe Biden's
Bipartisan
Infrastructure Law
INVESTING IN .
PROJECT FUNDED BY
President Joe Biden's
Bipartisan
Infrastructure Law
INVESTING IN l""
AMERICA 0,t;
White
AMERICA 0
Gray
Blue Red Border
PROJECT FUNDED BY
President Joe Biden's
Bipartisan
Infrastructure Law
INVESTING IN
AMERICA
Investing In America Signage Guidelines I Last Updated: 03/02/23 7
PROJECT FUNDED BY
President Joe Biden's
CHIPS and Science Act
INVESTING IN
AMERICA 0 .
Sign Colors
2.The CHIPS and Science Act
PROJECT FUNDED BY
President Joe Biden's
CHIPS and Science Act
PROJECT FUNDED BY
President Joe Biden's
CHIPS and Science Act
INVESTING IN
AMERICA 0, ..INVESTING IN
AMERICA
White Gray
Blue Red Border
0.
Investing In America Signage Guidelines I Last Updated: 03/02/23 8
Sign Colors
3.The Inflation Reduction Act
PROJECT FUNDED BY
President Joe Biden's
Inflation Reduction Act
PROJECT FUNDED BY
President Joe Biden's
Inflation Reduction Act
INVESTING IN
AMERICA
INVESTING IN
AMERICA
White Gray
PROJECT FUNDED BY
President Joe Biden's
Inflation Reduction Act
0..
Blue Red Border
PROJECT FUNDED BY
President Joe Biden's
Inflation Reduction Act
INVESTING IN
AMERICA 0 6:2 J......,......0 .INVESTING IN
AMERICA 06:J.............
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2
0 .
Investing In America Signage Guidelines I Last Updated: 03/02/23 9
0 .0 2
PROJECT FUNDED BY
President Joe Biden's
American Rescue Plan
INVESTING IN
AMERICA 0 ,,..
Sign Colors
4.The American Rescue Plan
PROJECT FUNDED BY
President Joe Biden's
American Rescue Plan
PROJECT FUNDED BY
President Joe Biden's
American Rescue Plan
INVESTING IN
AMERICA 0 .i
. ,.
EJ I,
White Gray
Blue Red Border
INVESTING IN
AMERICA
Investing In America Signage Guidelines I Last Updated: 03/02/23 10
PROJECT FUNDED BY
President Joe Biden's
[Insert Name of Law]
State, City, and County Logo Variations
PROJECT FUNDED BY
President Joe Biden's
[Insert Name of Law]
INVESTING IN
AMERICA
Square or Circular State Logo: 7x7 in.
INVESTING IN
AMERICA
Rectangular or Oval State Logo: not to exceed 17.5 x 7 in.
Investing In America Signage Guidelines I Last Updated: 03/02/23 11
..
PROJECT FUNDED BY
President Joe Biden's
[Insert Name of Law]
INVESTING IN
AMERICA
3 Logo Samples
PROJECT FUNDED BY
President Joe Biden's
[Insert Name of Law]
INVESTING IN
AMERICA
County/City Logo
l
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State Logol
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Circular City Logo 7 x 7 in. State rectangular logo should not exceed 17.5 x7 in.
Rectangular State Logo: not to exceed 17.5 x 7 in.
Investing In America Signage Guidelines I Last Updated: 03/02/23 12
PROJECT FUNDED BY
President Joe Biden's
(Insert Name of Law]
INVESTING IN
AMERICA J29-T
2 Logo Samples
PROJECT FUNDED BY
President Joe Biden's
[Insert Name of Law]
INVESTING IN
AMERICA,
Circular State Lo o: 7 x 7 in.
Rectangular State Logo: not to exceed 17.5 x 7 in.
Investing In America Signage Guidelines I Last Updated: 03/02/23 13
Pictograph
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------zs.9----------- -.i------'39.s----------1-4..J.12.ss----
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Rules for Highway Right of Way Signage 8 Feet
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Rules for Highway Right of Way Signage 6 Feet
INVESTING IN
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Investing In America Signage Guidelines I Last Updated: 03/02/23 14
II.
'
PROJECT FUNDED BY THE
Bipartisan Infrastructure Law
j
Gilmore Bell DRAFT 05/21/2024
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
4854-3464-3644, v. 3
4854-3464-3644, v. 3
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
4854-3464-3644, v. 3
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
4854-3464-3644, v. 3
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;
24854-3464-3644, v. 3
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.
34854-3464-3644, v. 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.
44854-3464-3644, v. 3
“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.
54854-3464-3644, v. 3
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
64854-3464-3644, v. 3
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
74854-3464-3644, v. 3
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
$1,000 or any integral multiple thereof, with the prepayments applied against the Principal of the
Series 2024A Bonds in inverse order of the payment due dates thereof.
(b) The City shall provide notice of redemption as required in Section 4.03 of
the Master Indenture, and upon at least thirty (30) days’ prior written notice of the amount
of prepayment and the date scheduled for prepayment to the Drinking Water Board with
respect to the State Bonds, and at a redemption price equal to 100% of the principal amount
to be prepaid or redeemed to the date of redemption.
84854-3464-3644, v. 3
Section 2.10 Execution of Series 2024A Bond. The Series 2024A Bonds shall be
executed on behalf of the City by the Mayor by manual or facsimile signature, and attested and
countersigned by the City Recorder by manual or facsimile signature, and the City’s seal shall be
affixed or a facsimile thereof shall be imprinted upon the Series 2024A Bonds. The Series 2024A
Bonds shall then be delivered to the Trustee and manually authenticated by it.
Section 2.11 Delivery of Series 2024A Bonds. The Series 2024A Bonds shall be
delivered to the Drinking Water Board, upon compliance with the provisions of Section 3.02 of
the Master Indenture.
ARTICLE III
APPLICATION OF SERIES 2024A BOND PROCEEDS AND OTHER MONEYS;
ESTABLISHMENT AND OPERATION OF ACCOUNTS AND SUBACCOUNTS
Section 3.1 Application of Proceeds of the Series 2024A Bonds. The Drinking Water
Board shall deposit with the Trustee the proceeds of the Series 2024A Bonds when advanced
pursuant to Section 2.3 herein, and the Trustee shall deposit said proceeds into the Series 2024A
Project Account established by Section 3.5 herein and held by the Trustee and upon the Trustee’s
receipt of an executed requisition form from the City in the form attached hereto as Exhibit C. At
closing, payment of [$ ], 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
94854-3464-3644, v. 3
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.
104854-3464-3644, v. 3
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
114854-3464-3644, v. 3
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.
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
COUNTERSIGN AND ATTEST:
By:
Mayor
By:
City Recorder
(SEAL)
APPROVED AS TO FORM:
By:
City Attorney
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:
Trust Officer
S-1
A-1-14854-3464-3644, v. 3
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
A-1-24854-3464-3644, v. 3
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
A-1-34854-3464-3644, v. 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
A-1-44854-3464-3644, v. 3
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.
A-1-54854-3464-3644, v. 3
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
(SEAL)
ATTEST AND COUNTERSIGN:
By
Mayor
By
City Recorder
APPROVED AS TO FORM:
By
City Attorney
A-1-64854-3464-3644, v. 3
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.
A-1-74854-3464-3644, v. 3
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
A-1-84854-3464-3644, v. 3
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
A-1-24854-3464-3644, v. 3
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
A-1-34854-3464-3644, v. 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
COUNTERSIGN AND ATTEST:
By:
Mayor
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.
C-24854-3464-3644, v. 3
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
YEAR BALANCE
DATE OF
PAYMENT PAYMENT PRINCIPAL INTEREST
ENDING
BALANCE
PAYM
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
*Interest Only Payment
$27,592,515.00 $20,175,000.00 $7,417,515.00
MAY
S M T W T F S
1 2 3 4
5 6 7 8 9 10 11
12 13 14 15 16 17 18
9 20 21 22 23 24 25
26 27 28 29 30 31
JUNE
S M T W T F S
1
2 3 4 5 6 7 8
9 10 11 12 13 14 15
16 17 18 19 20 21 22
23 24 25 26 27 28 29
30
JULY
S M T W T F S
1 2 3 4 5 6
7 8 9 10 11 12 13
14 15 16 17 18 19 20
21 22 23 24 25 26 27
28 29 30 31
AUGUST
S M T W T F S
1 2 3
4 5 6 7 8 9 10
11 12 13 14 15 16 17
18 19 20 21 22 23 24
25 26 27 28 29 30 31
SEPTEMBER
S M T W T F S
1 2 3 4 5 6 7
8 9 10 11 12 13 14
15 16 17 18 19 20 21
22 23 24 25 26 27 28
29 30
DRAFT
Legend
BC:Bond/ Disclosure Counsel - Gilmore & Bell, P.C. (Brad Patterson)
CA:City Attorney: ()
CC:City Council - Salt Lake City
CO:City Officials: (Mary Beth Thompson and Russ Sundquist)
CR:City Recorder's Office: (Cindy Lou Trishman)
CT: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.)
MA:Municipal Advisor - Stifel, Nicolaus & Company, Inc. (John Crandall and Elizabeth Read)
M:Mayor: (Erin Mendenhall)
PU:Public Utilities Office: (Laura Briefer, Lisa Tarufelli and Teresa Gray)
T:Trustee - US Bank (Laurel Bailey)
*Preliminary; Subject to Change
Calendar of Bonding Events
$20,175,000* Salt Lake City, Utah
Public Utilities Revenue Bonds, Series 2024 (Drinking Water Board SRF Loan)
May 9, 2024
DATE EVENT STATUS PARTICIPANTS
February 29 Drinking Water Board authorized construction loan.DWB
May 13 Bond Counsel prepares and distributes initial drafts of the Indenture and Parameters Resolution.BC
May 21
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.
PU, BC
June 11
Regular City Council Meeting: Bond transaction briefing.CC, PU, MA
Council Transmittal Packets due to Mayor's Office for July 2 adoption of Parameters Resolution (approving
previously circulated documents).PU, BC
June 19 Market Holiday: Juneteenth National Independence Day.-
July 2 Regular City Council Meeting: Council adopts Bond Parameters Resolution and sets the date of August 13
for Public Hearing.CC, PU, MA
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)BC, CR
July 4 Holiday: Independence Day.-
July 8 City mails out notices monthly billing notices per State requirements.PU
August 2 End of 30-day contest period.-
August 13 Regular City Council Meeting: Public Hearing on bond issue.CC, PU, MA
August 20 Distribution of closing documents.BC
August 28 City executes and delivers all documentation to Bond Counsel prior to closing.M, CC, PU
August 29 Bond Closing. Delivery of the bond proceeds to the City.ALL