HomeMy WebLinkAbout41 of 2024 - Bond - Public Utilities Revenue Series 2025
SLC PU Resolution_Final
8712325/RDB/mo
RESOLUTION NO. 41 OF 2024
A RESOLUTION OF THE CITY COUNCIL OF SALT LAKE CITY, UTAH,
AUTHORIZING THE ISSUANCE AND SALE OF NOT MORE THAN
$225,000,000 AGGREGATE PRINCIPAL AMOUNT OF PUBLIC UTILITIES
REVENUE BONDS, SERIES 2025; FIXING THE MAXIMUM AGGREGATE
PRINCIPAL AMOUNT OF THE BONDS, THE MAXIMUM NUMBER OF
YEARS OVER WHICH THE BONDS MAY MATURE, THE MAXIMUM
INTEREST RATE WHICH THE BONDS MAY BEAR, AND THE MAXIMUM
DISCOUNT FROM PAR AT WHICH THE BONDS MAY BE SOLD; PROVIDING
FOR THE PUBLICATION OF A NOTICE OF PUBLIC HEARING AND BONDS
TO BE ISSUED; PROVIDING FOR THE RUNNING OF A CONTEST PERIOD;
AUTHORIZING THE EXECUTION BY THE ISSUER OF A SUPPLEMENTAL
INDENTURE, A BOND PURCHASE CONTRACT, AND OTHER DOCUMENTS
REQUIRED IN CONNECTION THEREWITH; APPROVING AN OFFICIAL
STATEMENT; AUTHORIZING THE TAKING OF ALL OTHER ACTIONS
NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS RESOLUTION; AND RELATED MATTERS.
WHEREAS, pursuant to the provisions of the Local Government Bonding Act, Title 11,
Chapter 14, Utah Code Annotated 1953, as amended (the “Bond Act”), Salt Lake City, Utah (the
“Issuer’“), is authorized to issue public utilities revenue bonds 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;
WHEREAS, subject to the limitations set forth herein, the City Council of the Issuer (the
“Council”) desires to authorize the issuance of the Issuer’s Public Utilities Revenue Bonds, Series
2025 (to be issued in one or more series and with such other series or title designation(s) as may be
determined by the Issuer) (the “Series 2025 Bonds”) to (a) finance water and sewer improvements
to the System (the “Project”) and (b) pay costs of issuance of the Series 2025 Bonds, pursuant to
this Resolution, the Bond Act, a Master Trust Indenture, dated as of January 1, 2004; as heretofore
amended and supplemented (the “Master Indenture”), between the Issuer and U.S. Bank Trust
Company, National Association (formerly known as U.S. Bank National Association), as trustee
(the “Trustee’’), and one or more Supplemental Trust Indentures to be entered into between the
Issuer and the Trustee (the “Supplemental Indenture” and collectively with the Master Indenture,
the “Indenture”), in substantially the form presented to the meeting at which this Resolution was
adopted and which is attached hereto as Exhibit A;
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;
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 2025 Bonds;
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WHEREAS, the Council desires to approve and authorize the execution of one or more Bond
Purchase Contracts (the “Bond Purchase Contract”), to be entered into between the Issuer and
the underwriter(s) or the purchaser(s) selected by the Issuer for the Series 2025 Bonds (the
“Underwriter/Purchaser”), in substantially the form attached hereto as Exhibit B;
WHEREAS, in the event that the Designated Officers (defined below) determine that it is in
the best interests of the Issuer to publicly offer the Series 2025 Bonds, the Issuer desires to authorize
the use and distribution of a Preliminary Official Statement (the “Preliminary Official
Statement”), and to approve a final Official Statement (the “Official Statement”) in substantially
the form attached hereto as Exhibit C, and other documents relating thereto; and
WHEREAS, in order to allow the Issuer, in consultation with the Issuer’s Municipal Advisor,
Stifel, Nicolaus & Company, Incorporated (the “Municipal Advisor”) flexibility in determining
the method of sale and in setting the pricing date of the Series 2025 Bonds, the Council desires to
grant to (a) the (i) Mayor of the Issuer; or (ii) in the event of the absence or incapacity of the
Mayor, the Mayor’s Chief of Staff; or (iii) in the event of the absence or incapacity of both the
Mayor and the Mayor’s Chief of Staff, the City Treasurer; or (iv) in the event of the absence or
incapacity of the Mayor, the Mayor’s Chief of Staff and the City Treasurer, the Deputy Treasurer
of the Issuer and (b) (i) the Chair of the Council; or (ii) in the event of the absence or incapacity
of the Chair of the Council, the Vice Chair of the Council; or (iii) in the event of the absence or
incapacity of both the Chair and Vice Chair of the Council, any other member of the Council
(collectively, the “Designated Officers”), the authority to select the Underwriter/Purchaser, to
approve the final interest rates, principal amounts, terms, maturities, redemption features, and
purchase price at which the Series 2025 Bonds shall be sold, to determine whether the Series 2025
Bonds should be sold and the method of sale, and to make any changes with respect thereto from
those terms which were before the Council at the time of adoption of this Resolution, provided such
terms do not exceed the parameters set forth for such terms in this Resolution (the “Parameters”);
NOW, THEREFORE, it is hereby resolved by the City Council of Salt Lake City, Utah, as
follows:
Section 1. For the purpose of financing the Project and paying costs of issuance of the
Series 2025 Bonds, the Council hereby authorizes the issuance of the Issuer’s Series 2025 Bonds
which shall be designated “Salt Lake City, Utah Public Utilities Revenue Bonds, Series 2025” (to
be issued from time to time as one or more series and with such other series or title designation(s)
as may be determined by the Issuer) in the initial aggregate principal amount of not to exceed
$225,000,000. The Series 2025 Bonds shal1 mature in not more than thirty-one (31) years from
their date or dates, shall be sold at a price not less than ninety-eight percent (98%) of the total
principal amount thereof, shall bear interest at a rate or rates not to exceed six percent (6.00%) per
annum, and may be non-callable or subject to redemption, all as shall be approved by the
Designated Officers in consultation with the Issuer’s Municipal Advisor, all within the Parameters
set forth herein.
Section 2. The Supplemental Indenture and the Bond Purchase Contract, in substantially
the forms presented at this meeting and attached hereto as Exhibits A and B respectively, are hereby
authorized, approved, and confirmed. The Mayor or the Mayor’s Chief of Staff as the Mayor’s
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designee (collectively referred to herein as the “Mayor”) are hereby authorized to execute and
deliver and the City Recorder or Deputy City Recorder (the “City Recorder”) to attest or
countersign, the Supplemental Indenture and the Bond Purchase Contract, in substantially the
forms and with substantially the content as the forms presented at this meeting for and on behalf of
the Issuer, with final terms as may be established by the Designated Officers, in consultation with
the Municipal Advisor, within the Parameters set forth herein, and with such alterations, changes
or additions as may be necessary or as may be authorized by Section 4 hereof. The Designated
Officers are each hereby authorized to select the Underwriter/Purchaser, to specify and agree as to
the final principal amounts, terms, discounts, maturities, interest rates, redemption features, and
purchase price with respect to the Series 2025 Bonds for and on behalf of the Issuer, provided that
such terms are within the Parameters set by this Resolution. The execution of the Bond Purchase
Contract by the Mayor and the approval of the Designated Officers of the terms included therein
shall demonstrate the approval of the Designated Officers.
Section 3. The Council hereby approves and authorizes the utilization of the Preliminary
Official Statement in substantially the form attached hereto as Exhibit C in the marketing of the
Series 2025 Bonds (as appropriate) and hereby approves the Official Statement in substantially the
same form as the Preliminary Official Statement, with any necessary revisions and insertions to
complete the same with the terms established for the Series 2025 Bonds. The Mayor is hereby
authorized to cause the Official Statement to be delivered to the Underwriter/Purchaser evidencing
its approval by the Issuer.
Section 4. The appropriate officials of the Issuer are authorized to make any alterations,
changes, deletions or additions to the Supplemental Indenture, the Series 2025 Bonds, the Bond
Purchase Contract, the Preliminary Official Statement, the Official Statement, or any other
document herein authorized and approved which may be necessary to conform the same to the
final terms of the Series 2025 Bonds (within the Parameters set by this Resolution), to conform to
any applicable insurance or to remove the same, to correct errors or omissions therein, to complete
the same, to remove ambiguities therefrom, or to conform the same to other provisions of said
instruments, to the provisions of this Resolution or any resolution adopted by the Council or the
provisions of the laws of the State of Utah or the United States. The execution thereof by the
Mayor on behalf of the Issuer shall conclusively establish such necessity, appropriateness, and
approval with respect to all such additions, modifications, deletions, and changes incorporated
therein.
Section 5. The form, terms, and provisions of the Series 2025 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 2025 Bonds and to deliver said Series 2025
Bonds to the Trustee for authentication. The signatures of the Mayor and the City Recorder may
be by facsimile or manual execution.
Section 6. The appropriate officials of the Issuer are hereby authorized and directed to
execute and deliver to the Trustee the written order of the Issuer for authentication and delivery of
the Series 2025 Bonds in accordance with the provisions of the Indenture.
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Section 7. Upon their issuance, the Series 2025 Bonds wil1 constitute special limited
obligations of the Issuer payable solely from and to the extent of the sources set forth in the Series
2025 Bonds and the Indenture. No provision of this Resolution, the Indenture, the Series 2025
Bonds, the Bond Purchase Contract, the Preliminary Official Statement, or any other instrument,
shall be construed as creating a general obligation of the Issuer, or of creating a general obligation
of the State of Utah or any political subdivision thereof, or as incurring or creating a charge upon
the general credit of the Issuer or its taxing powers.
Section 8. The appropriate officials of the Issuer, and each of them, are hereby
authorized and directed to execute and deliver for and on behalf of the Issuer any or all additional
certificates, documents and other papers (including, without limitation, any reserve instrument
guaranty agreements permitted by the Indenture) and to perform all other acts they may deem
necessary or appropriate in order to implement and carry out the matters authorized in this
Resolution and the documents authorized and approved herein.
Section 9. Pursuant to Section 11-14-318 of the Bond Act, the Issuer shall hold a public
hearing on December 3, 2024, to receive input from the public with respect to (a) the issuance of
the Series 2025 Bonds, and (b) the potential economic impact that the improvements to be financed
with the proceeds of the Series 2025 Bonds will have on the private sector. The Issuer shall publish
or caused to be publish the “Notice of Public Hearing” not less than fourteen (14) days prior to the
hearing, as a class A notice under Section 63G-30-102 Utah Code Annotated 1953, as amended,
(a) on the Utah Public Notice Website created under Section 63A-16-601 Utah Code Annotated
1953, as amended, (b) on the Issuer’s website and (c) in a public location within Salt Lake City,
Utah, that is reasonably likely to be seen by residents of the Issuer. The Issuer directs its officers
and staff to publish such “Notice of Public Hearing” in substantially the following form:
SALT LAKE CITY CORPORATION
SALT LAKE CITY COUNCIL
NOTICE OF PUBLIC HEARING
NOTICE IS HEREBY GIVEN pursuant to the provisions of the Local Government Bonding Act, Title 11,
Chapter 14, Utah Code Annotated 1953, as amended (the “Bond Act”), that on November 19, 2024, the City
Council (the “Council”) of Salt Lake City, Utah (the “Issuer”), adopted a resolution (the “Resolution”) in which
it authorized the issuance of the Issuer’s Public Utilities Revenue Bonds, Series 2025 (the “Series 2025 Bonds”)
(to be issued in one or more series and with such other name, series or title designation(s) as may be determined
by the Issuer) in the aggregate principal amount of not to exceed $225,000,000 and called a public hearing.
PURPOSE, TIME, PLACE AND LOCATION OF PUBLIC HEARING
The Issuer shall hold a public hearing via electronic means, while also providing an in-person
opportunity to attend or participate in the hearing. For more information, including electronic connection
information, please visit www.slc.go/council/agendas or call 801-535-7654.
DATE: December 3, 2024
TIME: 7:00 p.m.
LOCATION: City Hall, 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
2025 Bonds and (b) any potential economic impact that the project to be financed with the proceeds of the Series
2025 Bonds may have on the private sector. All members of the public are invited to attend and participate.
NO TAXES PROPOSED TO BE PLEDGED
The Series 2025 Bonds are payable from the water, sewer, stormwater, streetlighting and other revenues,
and funds pledged therefor and the City does not propose to pledge any taxes for the repayment of the Series 2025
Bonds.
PURPOSE FOR ISSUING THE SERIES 2025 BONDS
The Series 2025 Bonds will be issued for the purpose of financing water and sewer improvements to the
Issuer’s water, sewer, storm drain and street lighting systems (collectively, the “System”) and paying costs of
issuance of the Series 2025 Bonds.
DATED this November 19, 2024.
SALT LAKE CITY, UTAH
By: ______________________
City Recorder
PLEASE KEEP POSTED UNTIL: DECEMBER 3, 2024
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Section 10. Pursuant to Section 11-14-316 of the Bond Act, the Issuer shall publish or
cause to be published a notice of bonds to be issued (i) on the Utah Legal Notices website
(www.utahlegals.com) created under Section 45-1-101, Utah Code Annotated 1953, as amended,
which may require publication in The Salt Lake Tribune a newspaper of general circulation in the
Issuer, and (ii) 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 Issuer’s
website and (c) in a public location within Salt Lake City, Utah, that is reasonably likely to be seen
by residents of the Issuer. The City Recorder shall cause a copy of this Resolution (together with
all exhibits hereto) to be kept on file in the Salt Lake City offices, or in the event such offices are
closed for any reason, at 349 South 200 East, Salt Lake City, Utah, for public examination during
the regular business hours of the Issuer until at least thirty (30) days from and after the date of
publication thereof. The Issuer directs its officers and staff to publish a “Notice of Bonds to be
Issued” in substantially the following form:
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NOTICE OF BONDS TO BE ISSUED
NOTICE IS HEREBY GIVEN pursuant to the provisions of the Local Government Bonding Act,
Title 11, Chapter 14, Utah Code Annotated 1953, as amended (the “Bond Act”) that on November
19, 2024, the City Council (the “Council”) of Salt Lake City, Utah (the “Issuer”), adopted a
resolution (the “Resolution”) in which it authorized the issuance of the Issuer’s Public Utilities
Revenue Bonds, Series 2025 (the “Series 2025 Bonds”) (to be issued in one or more series and
with such other name, series or title designation(s) as may be determined by the Issuer).
PURPOSE FOR ISSUING THE SERIES 2025 BONDS
The Series 2025 Bonds will be issued for the purpose of financing water and sewer
improvements to the Issuer’s water, sewer, storm drain and street lighting systems (collectively,
the “System”) and paying costs of issuance of the Series 2025 Bonds.
REVENUES TO BE PLEDGED
The Series 2025 Bonds are special limited obligations of the Issuer payable from the
revenues of the System (the “Revenues”).
PARAMETERS OF THE SERIES 2025 BONDS
The Issuer intends to issue the Series 2025 Bonds in the aggregate principal amount of not
more than two hundred twenty-five million Dollars ($225,000,000), to mature in not more than
thirty-one (31) years from their date or dates, to be sold at a price not less than ninety-eight percent
(98%) of the total principal amount thereof and bearing interest at a rate or rates not to exceed six
percent (6.00%) per annum. The Series 2025 Bonds are to be issued and sold by the Issuer pursuant
to the Resolution, including as part of said Resolution, a Master Trust Indenture (the “Master
Indenture”) and a Supplemental Trust Indenture (the “Supplemental Indenture” and collectively,
the “Indenture”), which Supplemental Indenture was before the Council in substantially final form
at the time of the adoption of the Resolution and said Supplemental Indenture is to be executed by
the Issuer in such form and with such changes thereto as shall be approved by the Issuer; provided
that the principal amount, interest rate or rates, maturity, and discount of the Series 2025 Bonds
will not exceed the maximums set forth above.
OUTSTANDING BONDS SECURED BY REVENUES
Other than the proposed Series 2025 Bonds, the Issuer currently has $899,910,000
(includes a $348,635,000 WIFIA Loan) of bonds outstanding (the “Outstanding Bonds”) secured
by the Revenues (as more fully described in the Indenture).
OTHER OUTSTANDING BONDS OF THE ISSUER
Additional information regarding the Issuer’s Outstanding Bonds may be found in the
Issuer’s financial report (the “Financial Report”) at:
https://reporting.auditor.utah.gov/searchreports/s/. For additional information, including any
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information more recent than as of the date of the Financial Report, please contact Marina Scott,
City Treasurer, at (801) 535-6565.
TOTAL ESTIMATED COST
Based on the Issuer’s current plan of finance and a current estimate of interest rates, the
total principal and interest cost of the Series 2025 Bonds to be issued under the Bond Act if held
until maturity is $356,846,119.
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 Supplemental Indenture, or the Series 2025 Bonds, or
any provision made for the security and payment of the Series 2025 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 November 19, 2024.
SALT LAKE CITY, UTAH
By ____________________________________
City Recorder
Cindy Trishman (Nov 20, 2024 07:42 MST)
- 9 - Bond Resolution 11-19-24
Section 11. The Issuer hereby declares its intention and reasonable expectation to use
proceeds of tax-exempt bonds to reimburse itself for initial expenditures for costs of the Project.
The Series 2025 Bonds are to be issued, and the reimbursements made, by the later of 18 months
after the payment of the costs or after the Project is placed in service, but in any event, no later
than three years after the date the original expenditure was paid. The maximum principal amount
of the Series 2025 Bonds which will be issued to finance the reimbursed costs of the Project is not
expected to exceed $225,000,000.
Section 12. The Issuer hereby reserves the right to opt not to issue the Series 2025 Bonds
for any reason, including without limitation, consideration of the opinions expressed at the public
hearing.
Section 13. All resolutions or parts thereof in conflict herewith are, to the extent of such
conflict, hereby repealed and this Resolution shall be in full force and effect immediately upon its
approval and adoption.
Section 14. Upon the issuance of the Series 2025 Bonds, this Resolution shall be and
remain irrepealable until the principal of, premium, if any, and interest on the Series 2025 Bonds
are deemed to have been duly discharged in accordance with the terms and provisions of the
Indenture.
Cindy Trishman (Nov 20, 2024 07:42 MST)
Erin Mendenhall (Nov 20, 2024 07:18 MST)
SLC PU Resolution_Final_Compiled_
Final Audit Report 2024-11-20
Created:2024-11-20
By:Cindy Trishman (cindy.trishman@slc.gov)
Status:Signed
Transaction ID:CBJCHBCAABAA39TQkL3aB21Pf43RMZNzsjJFYD3oL1DG
"SLC PU Resolution_Final_Compiled_" History
Document created by Cindy Trishman (cindy.trishman@slc.gov)
2024-11-20 - 4:04:02 AM GMT
Document emailed to Erin Mendenhall (erin.mendenhall@slc.gov) for signature
2024-11-20 - 4:06:51 AM GMT
Cindy Trishman (cindy.trishman@slc.gov) added alternate signer erin.mendenhall@slcgov.com. The original
signer Erin Mendenhall (erin.mendenhall@slc.gov) can still sign.
2024-11-20 - 4:14:25 AM GMT
Document emailed to erin.mendenhall@slcgov.com for signature
2024-11-20 - 4:14:25 AM GMT
Email viewed by erin.mendenhall@slcgov.com
2024-11-20 - 4:36:45 AM GMT
Document e-signed by Erin Mendenhall (erin.mendenhall@slc.gov)
Signature Date: 2024-11-20 - 2:18:19 PM GMT - Time Source: server
Document emailed to Cindy Trishman (cindy.trishman@slc.gov) for signature
2024-11-20 - 2:18:20 PM GMT
Document e-signed by Cindy Trishman (cindy.trishman@slc.gov)
E-signature obtained using URL retrieved through the Adobe Acrobat Sign API
Signature Date: 2024-11-20 - 2:42:23 PM GMT - Time Source: server
Agreement completed.
2024-11-20 - 2:42:23 PM GMT