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Proposed Resolution - 4/21/20234854-1788-4237 RESOLUTION NO. _______ OF 2023 A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $600,000,000 AGGREGATE PRINCIPAL AMOUNT OF ONE OR MORE SERIES OF AIRPORT REVENUE BONDS (THE “SERIES 2023 BONDS”) FOR THE PURPOSE OF FINANCING CERTAIN CAPITAL IMPROVEMENTS TO THE SALT LAKE CITY INTERNATIONAL AIRPORT; GIVING AUTHORITY TO CERTAIN OFFICIALS AND OFFICERS TO APPROVE THE FINAL TERMS AND PROVISIONS OF THE SERIES 2023 BONDS WITHIN THE PARAMETERS SET FORTH HEREIN; AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF A FOURTH SUPPLEMENTAL TRUST INDENTURE, A BOND PURCHASE AGREEMENT AND A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING AND APPROVING PRELIMINARY AND FINAL OFFICIAL STATEMENTS AND THE DISTRIBUTION THEREOF; PROVIDING FOR THE PUBLICATION OF A NOTICE OF PUBLIC HEARING AND A NOTICE OF BONDS TO BE ISSUED; PROVIDING FOR THE RUNNING OF A CONTEST PERIOD; AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY FOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION; AND RELATED MATTERS. W I T N E S S E T H : WHEREAS, Salt Lake City, Utah (the “City”), is a duly organized and existing city of the first class, operating under the general laws of the State of Utah (the “State”); and WHEREAS, on February 23, 2017, pursuant to authority contained in the Local Government Bonding Act, Title 11, Chapter 14, Utah Code Annotated 1953, as amended (the “Act”), and other applicable provisions of law, and the Master Trust Indenture, dated as of February 1, 2017 (the “Master Indenture”), by and between the City and Wilmington Trust, National Association, as trustee (the “Trustee”), and the First Supplemental Trust Indenture, dated as of February 1, 2017, by and between the City and the Trustee, the City issued its Airport Revenue Bonds, Series 2017A (AMT) and Series 2017B (Non-AMT) (collectively, the “Series 2017 Bonds”) in the aggregate principal amount of $1,000,000,000; and WHEREAS, the Series 2017 Bonds were issued to (a) finance certain capital improvements to the Salt Lake City International Airport; (b) fund capitalized interest on the Series 2017 Bonds; (c) make a deposit to the Common Debt Service Reserve Fund (as defined in the Master Indenture); and (d) pay the costs incurred in connection with the issuance and sale of the Series 2017 Bonds; and WHEREAS, on October 31, 2018, pursuant to authority contained in the Act, and other applicable provisions of law, and the Master Indenture and the Second Supplemental Trust Indenture, dated as of October 1, 2018, by and between the City and the Trustee, the City issued its Airport Revenue Bonds, Series 2018A (AMT) and Series 2018B (Non-AMT) (collectively, the “Series 2018 Bonds”) in the aggregate principal amount of $850,550,000; and 2 4854-1788-4237 WHEREAS, the Series 2018 Bonds were issued to (a) finance certain capital improvements to the Salt Lake City International Airport; (b) fund capitalized interest on the Series 2017 Bonds and the Series 2018 Bonds; (c) make a deposit to the Common Debt Service Reserve Fund; and (d) pay the costs incurred in connection with the issuance and sale of the Series 2018 Bonds; and WHEREAS, on March 1, 2021, pursuant to authority contained in the Act, and other applicable provisions of law, the Master Subordinate Trust Indenture, dated as of March 1, 2021 (the “Master Subordinate Indenture”), by and between the City and Zions Bancorporation, National Association, as trustee (the “Subordinate Trustee”), the First Supplemental Subordinate Trust Indenture, dated as of March 1, 2021 (the “First Supplemental Subordinate Indenture,” and together with the Master Subordinate Indenture, the “Subordinate Indenture”), by and between the City and the Subordinate Trustee, and the Revolving Credit Agreement, dated as of March 1, 2021 (the “Subordinate Credit Agreement”), by and between the City and JPMorgan Chase Bank, National Association (the “Subordinate Bank”), the City established a short-term borrowing program that provides for the issuance and/or incurrence, from time to time, of subordinate airport revenue short-term revolving obligations (the “Subordinate Revolving Obligations”), which may be outstanding at any one time in an aggregate principal amount not exceeding $150,000,000; and WHEREAS, the Subordinate Revolving Obligations are issued and/or incurred, from time to time, to finance capital improvements to the Salt Lake City International Airport, to pay costs of issuance related to the Subordinate Revolving Obligations and to finance such other purposes permitted under the Act, the Subordinate Indenture and the Subordinate Credit Agreement; and WHEREAS, on August 5, 2021, pursuant to authority contained in the Act, and other applicable provisions of law, and the Master Indenture and the Third Supplemental Trust Indenture, dated as of August 1, 2021, by and between the City and the Trustee, the City issued its Airport Revenue Bonds, Series 2021A (AMT) and Series 2021B (Non-AMT) (collectively, the “Series 2021 Bonds”) in the aggregate principal amount of $904,570,000; and WHEREAS, the Series 2021 Bonds were issued to (a) finance certain capital improvements to the Salt Lake City International Airport; (b) repay Subordinate Revolving Obligations; (c) fund capitalized interest on the Series 2021 Bonds; (d) make a deposit to the Common Debt Service Reserve Fund; and (e) pay the costs incurred in connection with the issuance and sale of the Series 2021 Bonds; and WHEREAS, the City considers it necessary and desirable and for the benefit of the City and its residents to issue additional Airport Revenue Bonds pursuant to the Master Indenture, in one or more series as hereinafter provided, for the purposes of (a) financing additional capital improvements to the Salt Lake City International Airport (the “Series 2023 Projects”); (b) funding capitalized interest on all or a portion of such additional Airport Revenue Bonds; (c) funding any necessary reserves in connection with such additional Airport Revenue Bonds; and (d) paying the costs incurred in connection with the issuance and sale of such additional Airport Revenue Bonds (including, but not limited to, the purchase of one or more municipal bond insurance policies); and WHEREAS, pursuant to authority contained in the Act and other applicable provisions of law, the Master Indenture and a Fourth Supplemental Trust Indenture (the “Fourth Supplemental 3 4854-1788-4237 Indenture,” and together with the Master Indenture, the “Indenture”), to be executed and delivered by and between the City and the Trustee, a form of which is attached hereto as Exhibit B, and for the purposes set forth above, the City has determined to (a) issue its additional Airport Revenue Bonds, in one or more series, in an aggregate principal amount not to exceed $600,000,000 (collectively, the “Series 2023 Bonds”) (subject to the further limitations outlined herein); and (b) cause the proceeds of the sale of the Series 2023 Bonds to be applied in accordance with the Indenture; and WHEREAS, the City is authorized by the Act and the Master Indenture to execute and deliver the Fourth Supplemental Indenture, and to issue the Series 2023 Bonds to finance the Series 2023 Projects, to fund capitalized interest on the Series 2023 Bonds, to make a deposit to the Common Debt Service Reserve Fund and/or one or more Series Debt Service Reserve Funds (as defined in the Master Indenture), and to pay all related costs authorized by law (including, but not limited to, one or more municipal bond insurance policies); and WHEREAS, Sections 11-14-316 and 11-14-318 of the Act provide that, before issuing bonds, an issuing entity (a) may provide public notice of its intent to issue such bonds, and (b) must hold a public hearing to receive input from the public with respect to (i) the issuance of such 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, a portion of the Series 2023 Bonds will be issued as “exempt facility bonds” as defined under Section 142(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and therefore are subject to the public approval and public hearing requirements set forth in Section 147(f) of the Code; and WHEREAS, in compliance with Section 11-14-316 of the Act, the City desires to provide for the publication of a Notice of Bonds to be Issued (the “Notice of Bonds to be Issued”) and the running of a 30-day contest period, and to cause the publication of the Notice of Bonds to be Issued at this time with respect to the issuance of the Series 2023 Bonds; and WHEREAS, in compliance with Section 11-14-318 of the Act and Section 147(f) of the Code, the City desires to call a public hearing and to publish a notice of such hearing with respect to the issuance of the Series 2023 Bonds, and the capital improvements to the Salt Lake City International Airport to be financed with the proceeds of the Series 2023 Bonds, and to provide for the publication of a Notice of Public Hearing (the “Notice of Public Hearing”) at this time with respect to the issuance of the Series 2023 Bonds and the capital improvements to the Salt Lake City International Airport to be financed with the proceeds of the Series 2023 Bonds; and WHEREAS, in the opinion of the City Council of Salt Lake City, Utah (the “City Council”), it is in the best interests of the City and its residents that (a) the Designated Officers (defined below) be authorized to approve the final terms and provisions relating to the Series 2023 Bonds and to execute the Certificate of Determination (defined below) containing such terms and provisions and to accept the offer of BofA Securities, Inc., on behalf of itself and J.P. Morgan Securities LLC, Barclays Capital Inc., Goldman Sachs & Co. LLC, Samuel A. Ramirez & Co., Inc., Siebert Williams Shank & Co., LLC, and Wells Fargo Bank, National Association (collectively, the “Underwriters”), for the purchase of the Series 2023 Bonds; and (b) the 4 4854-1788-4237 Designated Officers, and such other officials and officers of the City named herein, be authorized to execute and deliver the Fourth Supplemental Indenture, the Final Official Statement (defined below), the Bond Purchase Agreement (defined below), the Continuing Disclosure Agreement (defined below) and such other necessary documents with respect to the issuance of the Series 2023 Bonds, all as provided herein; and WHEREAS, the City desires that this Resolution serve as an official action of the City Council in order to comply with Treasury Regulation Section 1.150-2 and any other regulations of the U.S. Department of the Treasury relating to the qualification for reimbursement of expenditures incurred by the City prior to the date of issue of the Series 2023 Bonds; NOW, THEREFORE, BE IT RESOLVED by the City Council of Salt Lake City, Utah, as follows: Section 1.Issuance of the Series 2023 Bonds. (a)For the purposes set forth above, there is hereby authorized and directed the execution, issuance, sale and delivery of the Series 2023 Bonds in one or more series (with such adjustments to the series designation as are necessary or desirable) in the aggregate principal amount not to exceed $$600,000,000. The Series 2023 Bonds shall be dated as of their date of initial delivery, issued in authorized denominations, and payable all as provided in the Indenture. The Series 2023 Bonds shall be subject to redemption prior to maturity as provided in the Indenture and the Certificate of Determination. (b)The form of the Series 2023 Bonds set forth in the form of the Fourth Supplemental Indenture, subject to appropriate insertions and revisions in order to comply with the provisions of the Indenture, is hereby approved. The Mayor of the City or the Mayor’s designee (the “Mayor”) and the City Recorder of the City (the “City Recorder”) or any Deputy City Recorder are hereby authorized and directed to execute and seal the Series 2023 Bonds and to deliver the Series 2023 Bonds to the Trustee for authentication. Any such execution of the Series 2023 Bonds by the Mayor and the City Recorder or any Deputy City Recorder may be made by manual or facsimile signature. Any facsimile signature of the Mayor and/or the City Recorder or any Deputy City Recorder shall have the same force and effect as if the Mayor and/or City Recorder or any Deputy City Recorder had manually signed each of such Series 2023 Bonds. Section 2. Pledge to Secure the Series 2023 Bonds. The Series 2023 Bonds will be limited obligations of the City, payable solely from and secured by a pledge of Net Revenues (as defined in the Master Indenture) derived by the City from the operations of the Airport System (as defined in the Master Indenture) and certain funds and accounts established pursuant to the Indenture, on parity with the Series 2017 Bonds, the Series 2018 Bonds, the Series 2021 Bonds and any additional Bonds (as defined in the Master Indenture) issued in the future. None of the properties of the Airport System will be subject to any mortgage or other lien for the benefit of the owners of the Series 2023 Bonds, and neither the full faith and credit nor the taxing power of the City, the State of Utah (the “State”) or any political subdivision or agency of the State will be pledged to the payment of the principal of, premium, if any, or interest on the Series 2023 Bonds. 5 4854-1788-4237 Section 3. Series 2023 Bond Details; Delegation of Authority. (a)The Series 2023 Bonds shall mature on the dates and in the principal amounts, and shall bear interest (calculated on the basis of a year of 360 days consisting of twelve 30-day months) at the rates per annum and be payable on the dates, all as to be provided in a Certificate of Determination, a form of which is attached hereto as Exhibit A, to be delivered pursuant to this Section 3, which shall set forth certain terms and provisions of the Series 2023 Bonds (the “Certificate of Determination”). (b)For the purposes of this Resolution and the Series 2023 Bonds, there is hereby delegated to (i) the Mayor or, in the event of the absence or incapacity of the Mayor, the Mayor’s Chief of Staff, or in the event of the absence or incapacity of both the Mayor and the Mayor’s Chief of Staff, either the Executive Director for the Department of Airports of the City or his designee (the “Airport Executive Director”) or the Director of Finance for the Department of Airports of the City (also referred to as the Chief Financial Officer for the Department of Airports of the City) or his designee (the “Airport Director of Finance”); and (ii) the Chair of the City Council or, in the event of the absence or incapacity of the Chair of the City Council, the Vice Chair of the City Council, or in the event of the absence or incapacity of both the Chair and the Vice Chair of the City Council, the most senior member of the City Council then available (collectively, the “Designated Officers”), subject to the parameters set forth in this Resolution, the power to determine the following with respect to the Series 2023 Bonds, and any one of the Designated Officers from each of (i) and (ii) above are together hereby authorized to make such determinations: (i)the principal amount of each series of the Series 2023 Bonds necessary to accomplish the purposes of the Series 2023 Bonds set forth in the recitals hereto; provided that the aggregate principal amount of the Series 2023 Bonds shall not exceed $$600,000,000; provided further, that, if so determined by the Designated Officers in the Certificate of Determination, the Series 2023 Bonds may be issued as one or more series, with the appropriate adjustment to the series designation, and the combined principal amount of all series of the Series 2023 Bonds may not exceed the maximum aggregate principal amount set forth in this Section 3(b)(i) (all series of the Series 2023 Bonds are subject to all of the determinations set forth in this Section 3(b)); (ii)the maturity date and principal amount of each maturity of each series of the Series 2023 Bonds to be issued; provided, however, that the Series 2023 Bonds shall mature over a period of not to exceed forty (40) years from their date of initial delivery; (iii)the interest rate or rates to be borne by the Series 2023 Bonds, the dates on which interest shall be paid and the date on which payment of such interest shall commence, provided, however, that the interest rate or rates to be borne by any Series 2023 Bond shall not exceed six percent (6.00%) per annum; (iv)the sale of the Series 2023 Bonds and the purchase price to be paid by the Underwriters; provided, however, that the discount from par of the Series 6 4854-1788-4237 2023 Bonds in the aggregate shall not exceed two percent (2.00%) (expressed as a percentage of the principal amount); (v)the Series 2023 Bonds, if any, to be retired from mandatory sinking fund redemption payments and the dates and the amounts thereof; (vi)the time and redemption price, if any, at which the Series 2023 Bonds may be called for redemption prior to their maturity at the option of the City; and (vii)any other provisions deemed advisable by the Designated Officers not materially in conflict with the provisions of this Resolution. Following the sale of the Series 2023 Bonds, the Designated Officers shall obtain such information as they deem necessary to make such determinations as provided above and shall make such determinations as provided above and shall execute the Certificate of Determination containing such terms and provisions of each series of the Series 2023 Bonds, which execution shall be conclusive evidence of the action or determination of the Designated Officers as to the matters stated therein. Section 4. Approval and Execution of the Fourth Supplemental Indenture. The Fourth Supplemental Indenture, in substantially the form attached hereto as Exhibit B, is hereby authorized and approved, and the Mayor is hereby authorized, empowered and directed to execute and deliver the Fourth Supplemental Indenture on behalf of the City, and the City Recorder or any Deputy City Recorder is hereby authorized, empowered and directed to affix to the Fourth Supplemental Indenture the seal of the City and to attest such seal and countersign such Fourth Supplemental Indenture, with such changes to the Fourth Supplemental Indenture from the form attached hereto as are approved by the Mayor, her execution thereof to constitute conclusive evidence of such approval. The Master Indenture and the Fourth Supplemental Indenture, shall constitute a “system of registration” for all purposes of the Registered Public Obligations Act of Utah. Section 5. Preliminary Official Statement Deemed Final. The Preliminary Official Statement (including the Report of the Airport Consultant provided by Landrum & Brown, Incorporated appended to the Preliminary Official Statement as Appendix B thereto) with respect to the Series 2023 Bonds, in substantially the form presented at this meeting and in the form attached hereto as Exhibit C (collectively, the “Preliminary Official Statement”), including the use and distribution thereof, is hereby authorized and approved, with such changes, omissions, insertions, revisions and supplements as shall be necessary to complete the same and as the Mayor, the Airport Executive Director or the Airport Director of Finance shall deem advisable. The Mayor, the Airport Executive Director and the Airport Director of Finance are, and each of them is, hereby authorized to do or perform all such acts and to execute all such certificates, documents and other instruments as may be necessary or advisable to deem final the Preliminary Official Statement within the meaning and for purposes of paragraph (b)(1) of Rule 15c2-12 of the Securities and Exchange Commission, as amended (“Rule 15c2-12”), subject to completion thereof with the information established at the time of the sale of the Series 2023 Bonds. The Underwriters are hereby authorized to distribute (via printed format and/or electronic means) the 7 4854-1788-4237 Preliminary Official Statement in connection with the sale of the Series 2023 Bonds to the public. In connection with the distribution of the Preliminary Official Statement, the Underwriters are hereby further authorized to distribute (via printed format and/or through electronic means) copies of the most recent annual comprehensive financial report of the Department of Airports of the City and such other financial statements of the City or the Department of Airports of the City as the Airport Executive Director or the Airport Director of Finance shall deem necessary or desirable. Section 6. Final Official Statement. The final Official Statement with respect to the Series 2023 Bonds, in substantially the form of the Preliminary Official Statement (including the Report of the Airport Consultant provided by Landrum & Brown, Incorporated appended to the Preliminary Official Statement as Appendix B thereto) presented at this meeting and in the form attached hereto as Exhibit C (collectively, the “Final Official Statement”), including the use and distribution thereof, is hereby authorized with such changes, omissions, insertions, revisions and supplements as the Mayor, the Airport Executive Director and the Airport Director of Finance shall deem advisable in order for such Final Official Statement to be deemed a “final official statement” within the meaning of and for purposes of Rule 15c2-12, including the completion thereof with the information established at the time of the sale of the Series 2023 Bonds set forth in the Certificate of Determination. The Mayor and the Airport Executive Director shall sign and deliver the Final Official Statement, and any supplements thereto, for distribution (via printed format and/or electronic means) to prospective purchasers of the Series 2023 Bonds and other interested persons. The approval of any such changes, omissions, insertions, revisions and supplements shall be conclusively established by the Mayor’s and the Airport Executive Director’s execution of such Final Official Statement. The Underwriters are hereby authorized to distribute (via printed format and/or electronic means) the Final Official Statement in connection with the sale of the Series 2023 Bonds to the public. In connection with the distribution of the Final Official Statement, the Underwriters are hereby further authorized to distribute (via printed format and/or through electronic means) copies of the most recent annual comprehensive financial report of the Department of Airports of the City and such other financial statements of the City or the Department of Airports of the City as the Airport Executive Director or the Airport Director of Finance shall deem necessary or desirable. Section 7. Sale of the Series 2023 Bonds; Bond Purchase Agreement. The Series 2023 Bonds authorized to be issued herein are hereby authorized to be sold and delivered to the Underwriters, upon the terms and conditions set forth in the Bond Purchase Agreement. The Mayor and the Airport Executive Director (or the Airport Director of Finance) are hereby authorized, empowered and directed to execute and deliver the Bond Purchase Agreement on behalf of the City in substantially the form attached hereto as Exhibit D, with such changes therein from the form attached hereto as are approved by the Mayor and the Airport Executive Director (or the Airport Director of Finance), their execution thereof to constitute conclusive evidence of such approval (the “Bond Purchase Agreement”). The City Recorder or any Deputy City Recorder is hereby authorized, empowered and directed to affix to the Bond Purchase Agreement the seal of the City and to attest such seal and countersign the Bond Purchase Agreement. Section 8. Other Certificates and Documents Required to Evidence Compliance with Federal Tax and Securities Laws. Each of the Mayor, the City Recorder or any Deputy City Recorder, the Airport Executive Director and the Airport Director of Finance, acting singularly, is hereby authorized and directed to execute (a) such certificates and documents, including one or 8 4854-1788-4237 more tax compliance certificates, as are required to evidence compliance with the Code relating to the tax-exempt status of interest on the Series 2023 Bonds; and (b) a Continuing Disclosure Agreement, in substantially the form attached hereto as Exhibit E (the “Continuing Disclosure Agreement”), and such other certificates and documents as shall be necessary to comply with the requirements of Rule 15c2-12 and other applicable federal securities laws. Section 9. Other Actions With Respect to the Series 2023 Bonds. The officers and employees of the City shall take all action necessary or reasonably required to carry out, give effect to, and consummate the transactions contemplated hereby and shall take all action necessary or desirable in conformity with the Act and the Indenture to carry out the issuance of the Series 2023 Bonds, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with the sale and delivery of the Series 2023 Bonds. If (a) the Mayor; (b) the City Recorder; (c) the Airport Executive Director; or (d) the Airport Director of Finance shall be unavailable or unable to execute or attest and countersign, respectively, the Series 2023 Bonds or the other documents that they are hereby authorized to execute, attest and countersign, the same may be executed, or attested and countersigned, respectively, (i) by the Mayor’s Chief of Staff; (ii) by any Deputy City Recorder; (iii) by any designee of the Airport Executive Director; or (iv) by any designee of the Airport Director of Finance. Without limiting the generality of the foregoing, the officers and employees of the City are authorized and directed to take such action as shall be necessary and appropriate to issue the Series 2023 Bonds. Section 10. Notice of Public Hearing and Notice of Bonds to be Issued; Contest Period. (a) Notice of Public Hearing. In accordance with Section 11-14-318 of the Act and Section 147(f) of the Code, as applicable, the City shall hold a public hearing on June 6, 2023, or such other date as selected by the City Council, to receive input from the public with respect to (i) the issuance of the Series 2023 Bonds in an aggregate principal amount not to exceed $$600,000,000; and (ii) the potential economic impact that the Series 2023 Projects will have on the private sector, from time to time. The hearing date shall not be less than 14 days after the Notice of Public Hearing is published and posted, such publication to be (A) made on (1) the Utah Public Notice Website created under Utah Code Section 63A-16-601, and (2) the Salt Lake City Public Notice Webpage, and (B) posted in a public location within the City and County Building, Plaza 349, and the Main Library, likely to be seen by residents of Salt Lake City, as required under Utah Code Section 63G- 28-102. The City directs its officers and staff to cause the Notice of Public Hearing, in substantially the form attached hereto as Exhibit F, to be (i) published at the time and on (1) the Utah Public Notice Website created under Utah Code Section 63A-16-601, and (2) the Salt Lake City Public Notice Webpage, and (ii) posted at the time and in a public location within the City and County Building, Plaza 349, and the Main Library, likely to be seen by residents of Salt Lake City, as required under Utah Code Section 63G-28-102. After the public hearing, the Mayor is hereby authorized to approve the issuance of the Series 2023 Bonds in accordance with Section 147(f) of the Code. (b) Notice of Bonds to be Issued; Contest Period. In accordance with Section 11-14-316 of the Act, the City directs its officers and staff to cause the Notice of 9 4854-1788-4237 Bonds to be Issued with respect to the Series 2023 Bonds, in substantially the form attached hereto as Exhibit G, to be (i) published on (A) the Utah Public Notice Website created under Utah Code Section 63A-16-601, (B) the Salt Lake City Public Notice Webpage, and (C) the Utah Legal Notices website (www.utahlegals.com) created under Utah Code Section 45-1-101, and (ii) posted in a public location within the City and County Building, Plaza 349, and the Main Library, likely to be seen by residents of Salt Lake City, as required under Utah Code Section 63G-28-102. The City Recorder shall cause a copy of this Resolution (together with all exhibits hereto) to be kept on file electronically and at 451 South State Street, Room 415, Salt Lake City, Utah, for public examination during the regular business hours of the City until at least thirty (30) days from and after the date of publication of the Notice of Bonds to be Issued. Section 11. Declaration of Official Intent (Reimbursement of Expenditures). The City Council hereby declares the official intent of the City to reimburse the City with proceeds of the Series 2023 Bonds for expenditures with respect to the “Terminal Redevelopment Program” and the “North Concourse Program” at Salt Lake International Airport, made on and after a date that is no more than 60 days prior to the adoption of this Resolution. For purposes of this Section 11, the “Terminal Redevelopment Program” and the “North Concourse Program” at Salt Lake International consist of the following components, among others: Concourse A-East, Concourse B-East, hardstand facilities, baggage handling systems, the Central Tunnel, airfield projects, “remain-overnight” airfield pavement, apron paving, the hydrant fueling system, and taxiway paving. Each of said expenditures was and will be either (a) of a type properly chargeable to a capital account under general federal income tax principles (determined in each case as of the date of the expenditure), (b) a cost of issuance with respect to the Series 2023 Bonds, (c) a nonrecurring item that is not customarily payable from current revenues, or (d) a grant to pay a party that is not related to or an agent of the City so long as such grant does not impose any obligation or condition (directly or indirectly) to repay any amount to or for the benefit of the City. The maximum principal amount of the Series 2023 Bonds to be issued to finance the certain portions of the “Terminal Redevelopment Program” and the “North Concourse Program at Salt Lake International is approximately $600 million (inclusive of financing costs). The City will make a reimbursement allocation, which is a written allocation by the City that evidences the City’s use of proceeds of the Series 2023 Bonds to reimburse an expenditure, no later than 18 months after the later of the date on which the expenditure is paid or the applicable component of the “Terminal Redevelopment Program” or the “North Concourse Program” at Salt Lake International is placed in service or abandoned, but in no event more than three years after the date on which the expenditure is paid. Section 12. Prior Acts Ratified, Approved and Confirmed. All acts of the officers and employees of the City heretofore or hereafter undertaken in connection with the issuance of the Series 2023 Bonds are hereby ratified, approved and confirmed. Section 13. Resolution Irrepealable. Following the execution and delivery of the Fourth Supplemental Indenture, this Resolution shall be and remain irrepealable until all of the Series 2023 Bonds and the interest thereon shall have been fully paid, cancelled, and discharged. 10 4854-1788-4237 Section 14. Severability. If any section, paragraph, clause, or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this Resolution. Section 15. Effective Date. This Resolution shall be effective immediately upon its approval and adoption. [Remainder of page intentionally left blank; signature page follows] S-1 4854-1788-4237 ADOPTED AND APPROVED by the City Council of Salt Lake City, Utah, this 16th day of May, 2023. SALT LAKE CITY, UTAH By Chair, Salt Lake City Council ATTEST: By City Recorder [SEAL] APPROVED: By Mayor APPROVED AS TO FORM: By Megan DePaulis Senior City Attorney