RESOLUTION NO. 25-258 A RESOLUTION OF THE GOVERNING BODY OF THE WICHITA AIRPORT AUTHORITY DETERMINING THE ADVISABILITY OF ISSUING AIRPORT SPECIAL FACILITY REVENUE BONDS FOR THE PURPOSE OF FINANCING THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF AN ADDITIONAL AIRCRAFT HANGAR, OFFICE AND MAINTENANCE FACILITY TO BE LOCATED ON COLONEL JAMES JABARA AIRPORT; AND AUTHORIZING EXECUTION OF RELATED DOCUMENTS. WHEREAS, The Wichita Airport Authority (the "Authority") is a municipal corporation, duly created, organized and existing under the Constitution and laws of the State of Kansas (the "State"); and WHEREAS, pursuant to the provisions of K.S.A. 3-154 et seq. (the "Act"), the Authority is authorized to issue revenue bonds for the acquisition, construction, alteration, improvement, or enlargement of any revenue-producing facility located on Dwight D. Eisenhower National Airport or Colonel James Jabara Airport; and WHEREAS, the City Council of the City of Wichita, Kansas (the "City"), pursuant to the provisions of K.S.A. 3-163 et seq., as amended by Charter Ordinance No. 178 of the City, serves as governing body of the Authority (the "Governing Body"); and WHEREAS, the Governing Body determines it to be advisable and in the best interests of the City and the Authority that airport special facility revenue bonds of the Authority be authorized and issued, in one or more series, to provide funds to pay the costs of the acquisition, construction and equipping of an additional 18,000 square foot hangar for aircraft storage, FAA aircraft charter operations, aircraft maintenance, aircraft management and related offices facility to be located at 3771 N. Jabara Road at the Colonel James Jabara Airport in the City (the "Project"), such Project will be leased by the Authority to Clemens Aviation, LLC, a Kansas limited liability company (the "Tenant"). NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE WICHITA AIRPORT AUTHORITY: Section 1. Authorization to Acquire Project; Intent to Issue Bonds. The Authority is hereby authorized to proceed with the acquisition, construction and equipping of the Project and to issue its airport special facility revenue bonds, in one or more series, in an aggregate principal amount not to exceed $2,200,000 (the "Bonds") to pay the costs thereof, subject to satisfaction of the conditions of issuance set forth herein. Section 2. Limited Liability of Authority; Sufficiency of Revenues. The Bonds herein authorized and all interest thereon shall be paid solely from a pledge of the revenues to be received by the Authority from the lease or operation of the Project and shall not be general obligations of the Authority or the City. The Governing Body hereby finds and determines that such revenues will be sufficient to retire the Bonds herein authorized. Section 3. Conditions to Issuance of Bonds. The issuance of the Bonds is subject to: (a) the Tenant's written acceptance of a Letter of Intent containing the Authority's conditions to the issuance of the Bonds (the "Letter of Intent"); (b) the successful negotiation and sale of the Bonds to a purchaser or purchasers to be determined by the Tenant and acceptable to the Authority (the "Purchaser"), which sale shall be the responsibility of the Tenant and not the Authority or the City; (c) the receipt of the approving legal opinion of Gilmore & Bell, P.C. ("Bond Counsel") in form acceptable to the Authority, the Tenant and the Purchaser; (d) the obtaining of all necessary governmental approvals to the issuance of the Bonds; and (e) the commitment to and payment by the Tenant or Purchaser of all expenses relating to the issuance of the Bonds, including, but not limited to: (i) expenses of the Authority, the City and the City Attorney; (ii) any underwriting or placement fees and expenses; (iii) all legal fees and expenses of Bond Counsel; and (iv) all recording and filing fees. Section 4. Sales Tax Exemption. The Governing Body hereby determines that pursuant to the provisions of K.S.A. 79-3601 et seq. (the "Sales Tax Act"), particularly 79-3606(b) and (d) and other applicable laws, sales of tangible personal property or services purchased in connection with construction of the Project and financed with proceeds of the Bonds are entitled to exemption from the tax imposed by the Sales Tax Act; provided proper application is made therefore. In the event that the Bonds are not issued for any reason, the Tenant will not be entitled to a sales tax exemption under the terms of the Sales Tax Act and will remit to the State Department of Revenue all sales taxes that were not paid due to reliance on the sales tax exemption certificate granted hereunder. Section 5. Reliance by Tenant. It is contemplated that in order to expedite acquisition of the Project and realization of the benefits to be derived thereby, the Tenant may incur temporary indebtedness or expend its own funds to pay costs of the Project prior to the issuance of the Bonds; provided that such expenditures incurred prior to the issuance of the Bonds are at the risk of the Tenant that the Bonds will actually be issued. Proceeds of Bonds may be used to reimburse the Tenant for such expenditures made not more than 60 days prior to the date this Resolution is adopted. In the event that the Bonds are not issued, neither the City nor the Authority shall have any liability to the Tenant. Section 6. Execution and Delivery of Documents. The Mayor is hereby authorized to execute the Letter of Intent, and the City Clerk is authorized to deliver executed copies of this Resolution and the Letter of Intent to the Tenant. Section 7. Further Action. The Mayor, City Clerk and other officials and employees of the City and the Authority, including the City Attorney and Bond Counsel, are hereby further authorized and directed to take such other actions as may be appropriate or desirable to accomplish the purposes of this Resolution, including, but not limited to cooperating with the Tenant in filing an application for a sales tax exemption certificate with the Kansas Department of Revenue with respect to Bond-financed property. Section 8. Publication. This Resolution shall be published once a week for three consecutive weeks in the official newspaper of the City. Section 9. Effective Date. This resolution shall become effective upon adoption by the Governing Body and shall remain in effect until December 31, 2026, unless extended by affirmative vote of a majority of the Governing Body. ADOPTED by the City Council of the City of Wichita, Kansas, acting as governing body of The Wichita Airport Authority, on June 10, 2025. (SEAL) Lily Wu, Mayor ATTEST: Paul Leeker, City Clerk APPROVED AS TO FORM: Jennifer Magaña, Director of Law and City Attorney IPL0240860 Jun 13 2025