HomeMy WebLinkAbout14 of 2025 - Bond - Airports Revenue Series 2025RESOLUTION NO. /� OF 2025
A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO
EXCEED $700,000,000 AGGREGATE PRINCIPAL AMOUNT OF ONE OR
MORE SERIES OF AIRPORT REVENUE BONDS (THE "SERIES 2025
BONDS") FOR THE PURPOSE OF FINANCING AND REFINANCING
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 2025 BONDS WITHIN THE PARAMETERS
SET FORTH HEREIN; AUTHORIZING AND APPROVING THE EXECUTION
AND DELIVERY OF A FIFTH 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.
WITNESSETH:
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
4904-0186-0385
WIi EREAS, 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 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, on August 2, 2023, pursuant to authority contained in the Act, and other
applicable provisions of law, and the Master Indenture and the Fourth Supplemental Trust
Indenture, dated as of August 1, 2023, by and between the City and the Trustee, the City issued its
Airport Revenue Bonds, Series 2023A (AMT) (the "Series 2023 Bonds") in the aggregate
principal amount of $600,000,000; and
WHEREAS, the Series 2023 Bonds were issued to (a) finance certain capital improvements
to the Salt Lake City International Airport; (b) fund capitalized interest on the Series 2023 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 2023 Bonds; and
WHEREAS, on September 5, 2024, pursuant to authority contained in the Act and other
applicable provisions of law, the Master Subordinate Trust Indenture, dated as of March 1, 2021,
as amended (the "Master Subordinate Indenture"), by and between the City and U.S. Bank Trust
Company, National Association, as successor trustee (the "Subordinate Trustee"), the Second
Supplemental Subordinate Trust Indenture, dated as of September 5, 2024 (the "Second
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 September 5, 2024 (the "Subordinate Credit
Agreement"), by and between the City and Bank of America, N.A. (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 $300,000,000 (which, at the request of the City and the approval
of the Subordinate Bank, such principal amount can be increased to $400,000,000 pursuant to the
provisions of the Subordinate Credit Agreement); 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
2
4904-0186-0385
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, 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 2025 Projects");
(b) repaying all or a portion of the outstanding Subordinate Revolving Obligations; (c) funding
capitalized interest on all or a portion of such additional Airport Revenue Bonds; (d) funding any
necessary reserves in connection with such additional Airport Revenue Bonds; and (e) 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 Fifth Supplemental Trust Indenture (the "Fifth Supplemental
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
$700,000,000 (collectively, the "Series 2025 Ponds") (subject to the further limitations outlined
herein); and (b) cause the proceeds of the sale of the Series 2025 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 Fifth Supplemental Indenture and to issue the Series 2025 Bonds to finance the Series
2025 Projects, to repay all or a portion of the outstanding Subordinate Revolving Obligations, to
fund capitalized interest on the Series 2025 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 2025 Bonds will be issued, and a portion of the
Subordinate Revolving Obligations that may be issued and/or incurred in the future will be issued
and/or incurred, as the case may be, 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, on August 13, 2024, a public hearing was held with respect to the issuance
and/or incurrence of up to $400 million in aggregate principal amount of the Subordinate
Revolving Obligations issued and/or incurred as "exempt facility bonds"; and
3
4904-0186-0385
WHEREAS, solely for purposes of the public approval and the public hearing requirements
set forth in Section 147(f) of the Code, the City considers it necessary and desirable to hold an
additional public hearing with respect to the issuance and/or incurrence of additional Subordinate
Revolving Obligations to be issued and/or incurred as "exempt facility bonds" in an aggregate
principal amount not to exceed $400 million (which principal amount shall be in addition to the
$400 million presented at the public hearing held on August 13, 2024); 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 2025 Bonds; and
WHEREAS, (a) with respect to the issuance of the Series 2025 Bonds, in compliance with
Section 11-14-318 of the Act and Section 147(f) of the Code, and (b) with respect to the issuance
and/or incurrence of an additional $400 million of Subordinate Revolving Obligations, solely for
purposes of 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 2025 Bonds, the issuance and/or
incurrence of an additional $400 million of Subordinate Revolving Obligations and the capital
improvements to the Salt Lake City International Airport to be financed with the proceeds of the
Series 2025 Bonds and the Subordinate Revolving Obligations, 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 2025 Bonds, the issuance and/or incurrence of an additional $400 million of
Subordinate Revolving Obligations and the capital improvements to the Salt Lake City
International Airport to be financed with the proceeds of the Series 2025 Bonds and the
Subordinate Revolving Obligations; 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 2025
Bonds and to execute the Certificate of Determination (defined below) containing such terms and
provisions and to accept the offer of J.P. Morgan Securities LLC, on behalf of itself and BofA
Securities, Inc., 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 2025 Bonds; and (b) the
Designated Officers, and such other officials and officers of the City named herein, be authorized
to execute and deliver the Fifth 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
2025 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(s) of issue of the Series 2025 Bonds, additional Bonds (as
defined in the Master Indenture) and/or the Subordinate Revolving Obligations;
4904-0186-038i
NOW, THEREFORE, BE IT RESOLVED by the City Council of Salt Lake City, Utah, as
follows:
Section 1. Issuance of the Series 2025 Bonds.
(a) For the purposes set forth above, there is hereby authorized and directed the
execution, issuance, sale and delivery of the Series 2025 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 $700,000,000. The Series 2025 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 2025 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 2025 Bonds set forth in the form of the Fifth
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 2025 Bonds and to deliver the Series 2025 Bonds to the Trustee for authentication.
Any such execution of the Series 2025 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 2025 Bonds.
Section 2. Pledge to Secure the Series 2025 Bonds. The Series 2025 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,
the Series 2023 Bonds and any additional Bonds 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 2025 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 2025 Bonds.
Section 3. Series 2025 Bond Details; Delegation of Authority.
(a) The Series 2025 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 2025 Bonds (the "Certificate of Determination").
(b) For the purposes of this Resolution and the Series 2025 Bonds, there is
hereby delegated to (i) the Mayor or, in the event of the absence or incapacity of the Mayor,
4904-0186-0385
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 2025 Bonds, and any one of the Designated Officers
from each of (i) and (ii) above are together hereby authorized to make such detenninations:
(i) the principal amount of each series of the Series 2025 Bonds
necessary to accomplish the purposes of the Series 2025 Bonds set forth in the
recitals hereto; provided that the aggregate principal amount of the Series 2025
Bonds shall not exceed $700,000,000; provided further, that, if so determined by
the Designated Officers in the Certificate of Determination, the Series 2025 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 2025
Bonds may not exceed the maximum aggregate principal amount set forth in this
Section 3(b)(i) (all series of the Series 2025 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 2025 Bonds to be issued; provided, however, that the Series
2025 Bonds shall mature over a period of not to exceed forty (40) years from their
date of initial delivery;
(Ili) the interest rate or rates to be borne by the Series 2025 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 2025 Bond shall not exceed six and one-half percent (6.50%) per annum;
(iv) the sale of the Series 2025 Bonds and the purchase price to be paid
by the Underwriters; provided, however, that the discount from par of the Series
2025 Bonds in the aggregate shall not exceed two percent (2.00%) (expressed as a
percentage of the principal amount);
(v) the Series 2025 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 2025
Bonds may be called for redemption prior to their maturity at the option of the City;
and
4904-0186-0385
(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 2025 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 2025 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 Fifth Supplemental Indenture. The Fifth
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 Fifth 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 Fifth
Supplemental Indenture the seal of the City and to attest such seal and countersign such Fifth
Supplemental Indenture, with such changes to the Fifth 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 Fifth 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 2025 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 2025 Bonds. The
Underwriters are hereby authorized to distribute (via printed format and/or electronic means) the
Preliminary Official Statement in connection with the sale of the Series 2025 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 2025 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
4904-0186-0385
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 2025 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 2025 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 2025 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 2025 Bonds; Bond Purchase Agreement. The Series 2025
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
more tax compliance certificates, as are required to evidence compliance with the Code relating to
the tax-exempt status of interest on the Series 2025 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 2025 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 2025
4904-0186-0385
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 2025
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 2025 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 2025 Bonds.
Section 10. Notice of Public Hearing and Notice of Bonds to be Issued; Contest
Period.
(a) Notice ofPublic Hearinz. 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 July 1,
2025, or such other date as selected by the City Council, to receive input from the public
with respect to (i) (A) the issuance of the Series 2025 Bonds in an aggregate principal
amount not to exceed $700,000,000; and (B) the potential economic impact that the Series
2025 Projects will have on the private sector, and (ii) the issuance and/or incurrence of the
Subordinate Revolving Obligations in an additional aggregate principal amount of
$400,000,000, from time to time. The hearing date shall not be less than 14 days aver 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 2025 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
Bonds to be Issued with respect to the Series 2025 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 apublic 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
9
4904-0186-0385
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 2025 Bonds, additional Bonds and/or the Subordinate Revolving Obligations 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. The "Terminal Redevelopment Program" and the "North
Concourse Program" at Salt Lake International consist of the following components, among
others: Concourse B-East, Concourse B-West, hardstand facilities, baggage handling systems,
employee parking, airfield projects, "remain -overnight" airfield pavement, apron paving, taxi
lanes, 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 2025 Bonds, additional Bonds
and/or the Subordinate Revolving Obligations, (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
2025 Bonds, additional Bonds and/or the Subordinate Revolving Obligations to be issued to
finance the remaining portions of the "Terminal Redevelopment Program" and the "North
Concourse Program" at Salt Lake International is approximately $700,000,000 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 2025 Bonds, additional Bonds and/or the
Subordinate Revolving Obligations 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 2025 Bonds are hereby ratified, approved and confirmed.
Section 13. Resolution Irrepealable. Following the execution and delivery of the Fifth
Supplemental Indenture, this Resolution shall be and remain irrepealable until all of the Series
2025 Bonds and the interest thereon shall have been fully paid, cancelled, and discharged.
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.
10
4904-0186-0385
Section 15. Effective Date. This Resolution shall be effective immediately upon its
approval and adoption.
[Remainder of page intentionally left blank; signature page follows]
11
4904-0186-0385
ADOPTED AND APPROVED by the City Council of Salt Lake City, Utah, this 3`d day of
June, 2025.
ATTEST:
B/ityRe e �
SALT LAKE CITY, UTAH
By "4
Chair, Salt Lake City Council
APPROVED:
By
IMayor N6r)
APPROVED AS TO FORM
Salt Lake City Attomey's Office
Date: June 2, 2025
A1t�v P :ucGis
By:
Megan DePaulis, Senior City Attorney
S-1
4904-0186-0385
Resolution - Issuance of Airport Revenue
Bonds,
Final Audit Report 2025-06-02
Created: 2025-06-02
By: STEPHANIE ELLIOTT (STEPHANIE.ELLIOTT@slc.gov)
Status: Signed
Transaction ID: CBJCHBCAABAA3XnGTI00fg-crgMvoKx83SjYWOfm-SwM
"Resolution - Issuance of Airport Revenue Bonds, Series 2025"
History
Document created by STEPHANIE ELLIOTT (STEPHANIE.ELLIOTT@slc.gov)
2025-06-02 - 8:54:56 PM GMT
Document emailed to Megan DePaulis (megan.depaulis@slc.gov) for signature
2025-06-02 - 8:55:44 PM GMT
Email viewed by Megan DePaulis (megan.depaulis@slc.gov)
2025-06-02 - 9:26:00 PM GMT
Document e-signed by Megan DePaulis (megan.depaulis@slc.gov)
Signature Date: 2025-06-02 - 9:26:17 PM GMT - Time Source: server
Agreement completed.
2025-06-02 - 9:26:17 PM GMT
Powered by
Adobe
•; Acrobat Sign