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HomeMy WebLinkAboutProposed Resolution - 8/14/2025Draft 8/12/25 SLC PU BAN Resolution v2_SMM (Signed) 10000134/RDB/mo Resolution No. __________ A RESOLUTION OF THE CITY COUNCIL OF SALT LAKE CITY, UTAH, AUTHORIZING THE ISSUANCE AND SALE OF NOT MORE THAN $50,000,000 AGGREGATE PRINCIPAL AMOUNT OF PUBLIC UTILITIES REVENUE BOND ANTICIPATION NOTES AND $50,000,000 AGGREGATE PRINCIPAL AMOUNT OF PUBLIC UTILITIES REVENUE REFUNDING BONDS; FIXING THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF SUCH OBLIGATIONS, THE MAXIMUM NUMBER OF YEARS OVER WHICH SUCH OBLIGATIONS MAY MATURE, THE MAXIMUM INTEREST RATE WHICH SUCH OBLIGATIONS MAY BEAR, AND THE MAXIMUM DISCOUNT FROM PAR AT WHICH SUCH OBLIGATIONS MAY BE SOLD; PROVIDING FOR THE PUBLICATION OF A NOTICE OF NOTES 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”), and the Utah Refunding Bond Act, Title 11, Chapter 27, Utah Code Annotated 1953, as amended (the “Refunding Act” and, collectively with the Bond Act, the “Acts”), Salt Lake City, Utah (the “Issuer’“), is authorized to issue public utilities revenue bond anticipation notes and revenue refunding 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 (a) Public Utilities Revenue Bond Anticipation Notes (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 “Notes”) to (i) finance the acquisition, construction, remodeling and improvement of a campus for the Salt Lake City Department of Public Utilities (the “Project”) and (ii) pay costs of issuance of the Notes, and (b) Public Utilities Revenue Refunding Bonds (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 “Bonds” and, collectively with the Notes, the “Obligations”) to (i) refund in advance of their maturity all or a portion of the City’s currently outstanding Public Utilities Revenue and Refunding Bonds, Series 2017 (the “Refunded Bonds”) and (ii) pay costs of issuance of the Bonds, in each case 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 - 2 - Bond Resolution 9-2-25 substantially the form presented to the meeting at which this Resolution was adopted and which is attached hereto as Exhibit A; WHEREAS, the Acts provide that prior to issuing bonds or notes, an issuing entity must give notice of its intent to issue such bonds or notes; 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 Obligations (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 either of the Obligations, 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 Obligations, 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 Obligations shall be sold, to determine whether the Obligations 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. (a) For the purpose of financing the Project and paying costs of issuance of the Notes, the Council hereby authorizes the issuance of the Issuer’s Notes which shall be designated “Salt Lake City, Utah Public Utilities Revenue Bond Anticipation Notes, Series 2025B” (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 $50,000,000. The Notes shall mature in not more than ten (10) 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 - 3 - Bond Resolution 9-2-25 Officers in consultation with the Issuer’s Municipal Advisor, all within the Parameters set forth herein. The Notes are being issued in anticipation of future Public Utilities Revenue Bonds that will be issued to pay off the Notes and provide long-term financing for the Project and/or other financial sources. (b) For the purpose of refunding the Refunded Bonds and paying costs of issuance of the Bonds, the Council hereby authorizes the issuance of the Issuer’s Bonds which shall be designated “Salt Lake City, Utah Public Utilities Revenue Refunding Bonds, Series 2025C” (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 $50,000,000. The Bonds shall mature in not more than fifteen (15) 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 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 Obligations 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 Obligations (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 applicable Obligations. 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 Obligations, 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 Obligations (within the Parameters set by this Resolution), to conform to any applicable insurance - 4 - Bond Resolution 9-2-25 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 Obligations 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 Obligations and to deliver said Obligations 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 Obligations in accordance with the provisions of the Indenture. Section 7. Upon their issuance, the Obligations wil1 constitute special limited obligations of the Issuer payable solely from and to the extent of the sources set forth in the Obligations and the Indenture. No provision of this Resolution, the Indenture, the Obligations, 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 escrow agreement or 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 11-14-316 of the Bond Act and Section 11-27-4 of the Refunding Act, the Issuer shall publish or cause to be published a notice of obligations to be issued (a) 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, (b) as a class A notice under Section 63G-30-102 (a) on the Utah Public Notice Website (utah.gov/pmn) created under Section 63A-16-601 Utah Code Annotated 1953, as amended, (c) on the Issuer’s website, and (d) 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 - 5 - Bond Resolution 9-2-25 directs its officers and staff to publish a “Notice of Obligations to be Issued” in substantially the following form: - 6 - Bond Resolution 9-2-25 NOTICE OF OBLIGATIONS 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”), and the Utah Refunding Bond Act, Title 11, Chapter 27, Utah Code Annotated 1953, as amended (the “Refunding Act” and, collectively with the Bond Act, the “Acts”) that on September 2, 2025, 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 Bond Anticipation Notes (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 “Notes”) and Public Utilities Revenue Refunding Bonds (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 “Bonds” and, collectively with the Notes, the “Obligations”). PURPOSE FOR ISSUING THE OBLIGATIONS The Notes will be issued for the purpose of financing the acquisition, construction, remodeling and improvement of a campus for the Salt Lake City Department of Public Utilities (the “Project”) and paying costs of issuance of the Notes. The Bonds will be issued for the purpose of refunding in advance of their maturity all or a portion of the City’s currently outstanding Public Utilities Revenue and Refunding Bonds, Series 2017 (the “Refunded Bonds”) and paying costs of issuance of the Bonds. REVENUES TO BE PLEDGED The Obligations are special limited obligations of the Issuer payable from the revenues of the Issuer’s existing water, sewer, storm drain and street lighting systems (the “Revenues”). All or a portion of the Notes may be paid with other financial sources. PARAMETERS OF THE OBLIGATIONS The Issuer intends to issue the Notes in the aggregate principal amount of not more than Fifty Million Dollars ($50,000,000), to mature in not more than ten (10) 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 Issuer intends to issue the Bonds in the aggregate principal amount of not more than Fifty Million Dollars ($50,000,000), to mature in not more than fifteen (15) 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 Obligations 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 - 7 - Bond Resolution 9-2-25 rate or rates, maturity, and discount of the Obligations will not exceed the maximums set forth above. OUTSTANDING BONDS SECURED BY REVENUES Other than the proposed Obligations, the Issuer currently has $1,090,275,000 (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 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 Notes to be issued if held until maturity is $58,472,222 and the total principal and interest cost of the Bonds to be issued if held until maturity is $58,848,815. A copy of the Resolution and the Indenture are on file in the office of the Salt Lake City Recorder, 451 South State Street, Room 415, Salt Lake City, Utah. The documents can be examined in person during business hours from 8:30 A.M. to 5 P.M., or online at any time at https://tinyurl.com/SLCAdoptedLegislation, 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 Obligations, or any provision made for the security and payment of the Obligations, 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 September 2, 2025. SALT LAKE CITY, UTAH By ____________________________________ City Recorder - 8 - Bond Resolution 9-2-25 Section 10. The Issuer hereby declares its intention and reasonable expectation to use proceeds of tax-exempt notes to reimburse itself for initial expenditures for costs of the Project. The Notes 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 Notes which will be issued to finance the reimbursed costs of the Project is not expected to exceed $50,000,000. Section 11. Authorization of Redemption Prior to Maturity of Refunded Bonds. Upon the issuance of the Bonds, the Refunded Bonds shall be irrevocably called for redemption at the redemption price of one hundred percent (100%) of the principal amount of such Refunded Bond so called for redemption plus accrued interest thereon to the date fixed for redemption. Notice of such redemption shall be given as provided in the Indenture. Section 12. The Issuer hereby reserves the right to opt not to issue any or all of the Obligations for any reason. 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 first series of the Obligations, this Resolution shall be and remain irrepealable until the principal of, premium, if any, and interest on the Obligations are deemed to have been duly discharged in accordance with the terms and provisions of the Indenture. Bond Resolution 9-2-25 ADOPTED by the City Council of Salt Lake City, Utah, this 2nd day of September, 2025. SALT LAKE CITY, UTAH By ____________________________________ Chair Salt Lake City Council ATTEST AND COUNTERSIGN: By _________________________________ City Recorder [SEAL] APPROVED AS TO FORM By ______/s/ Sara Montoya _____________ Sara Montoya Senior City Attorney 2 PRESENTATION TO THE MAYOR The foregoing resolution was presented to the Mayor for her approval or disapproval on September 2, 2025. By:______________________________ Chair MAYOR’S APPROVAL OR DISAPPROVAL The foregoing resolution is hereby approved on this September 2, 2025. By: ______________________________ Mayor A-1 Bond Resolution 9-2-25 EXHIBIT A INDENTURE B-1 Bond Resolution 9-2-25 EXHIBIT B FORM OF BOND PURCHASE CONTRACT C-1 Bond Resolution 9-2-25 EXHIBIT C FORM OF PRELIMINARY OFFICIAL STATEMENT