ORDINANCE NO. 23-11184
AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS, SERIES 2023 (GEOPROBE PROJECT) FOR THE PURPOSE OF THE ACQUISITION, CONSTRUCTION AND EQUIPPING A MANUFACTURING FACILITY; AND AUTHORIZING OTHER RELATED DOCUMENTS AND ACTIONS.
THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS HAS FOUND AND DETERMINED:
A. The City of Salina, Kansas (the "Issuer") is authorized by K.S.A. 12-1740 et seq., as amended (the "Act"), to acquire, construct, improve and equip facilities (as defined in the Act) for commercial, industrial and manufacturing purposes, to enter into leases and lease‑purchase agreements with any person, firm or corporation for the facilities, and to issue revenue bonds for the purpose of paying the costs of the facilities.
B. The Issuer's governing body finds that it is necessary and desirable in connection with the issuance of the Series 2023 Bonds to execute and deliver the following documents (collectively, the "Bond Documents"):
(i) a Trust Indenture (the "Indenture"), with Bennington State Bank, Salina, Kansas, as Trustee (the "Trustee"), prescribing the terms and conditions of issuing and securing the Series 2023 Bonds;
(ii) a Site Lease (the "Site Lease") with the Tenant under which the Tenant will lease an interest in the Real Property to the Issuer;
(iii) a Project Lease (the "Project Lease") with the Tenant, under which the Issuer will acquire, construct and equip the Project and lease it to the Tenant in consideration of Basic Rent and other payments;
(iv) a Bond Purchase Agreement (the "Bond Purchase Agreement") providing for the sale of the Series 2023 Bonds by the Issuer to Dominion Resources, L.L.C., Salina, Kansas (the “Purchaser”); and
(v) an Agreement for Payment in Lieu of Taxes (the "Agreement for Payment in Lieu of Taxes") with the Tenant, under which the Tenant will make payments in lieu of taxes for each year after issuance of the Series 2023 Bonds that the Project is exempt from ad valorem taxation.
C. The Issuer's governing body has found that under the provisions of K.S.A. 79-201a Twenty-Fourth, the Project purchased or constructed with the proceeds of the Series 2023 Bonds is eligible for exemption from ad valorem property taxes for up to 10 years, commencing in the calendar year following the calendar year in which the Bonds are issued, if proper application is made, provided no exemption may be granted from the ad valorem property tax levied by a school district pursuant to the provisions of K.S.A. 72‑53,113, and amendments thereto. The Issuer's governing body has further found that the Project should be exempt from ad valorem property taxes for a period of 10 years, subject to a payment in lieu of taxes for each year of the exemption, as more particularly described in the Agreement for Payment in Lieu of Taxes. Prior to making this determination, the governing body of the Issuer has conducted the public hearing and reviewed the analysis of costs and benefits of the exemption required by K.S.A. 12-1749d.
NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS:
Section 1. Definition of Terms. All terms and phrases not otherwise defined in this Ordinance will have the meanings set forth in the Indenture and the Project Lease.
Section 2. Authority to Cause the Project to Be Purchased and Constructed. The Issuer is authorized to lease the Real Property and cause the Project to be acquired, constructed and equipped in the manner described in the Indenture, the Site Lease and the Project Lease.
Section 3. Authorization of and Security for the Bonds. The Issuer is authorized and directed to issue the Series 2023 Bonds, to be designated "City of Salina, Kansas Taxable Industrial Revenue Bonds, Series 2023 (Geoprobe Project)" in the aggregate principal amount of $3,729,417.31, for the purpose of providing funds to pay the costs of the acquisition, construction and equipping of the Project. The Series 2023 Bonds will be in the principal amount, will be dated and bear interest, will mature and be payable at the times, will be in the forms, will be subject to redemption and payment prior to maturity, and will be issued according to the provisions, covenants and agreements in the Indenture. The Series 2023 Bonds will be special limited obligations of the Issuer payable solely from the Trust Estate under the Indenture, including revenues derived from the Project Lease. The Series 2023 Bonds will not be general obligations of the Issuer, nor constitute a pledge of the faith and credit of the Issuer and will not be payable in any manner by taxation.
Section 4. Authorization of Indenture. The Issuer is authorized to enter into the Indenture with the Trustee in the form approved in this Ordinance. The Issuer will pledge the Trust Estate described in the Indenture to the Trustee for the benefit of the owners of the Series 2023 Bonds on the terms and conditions in the Indenture.
Section 5. Lease of the Project. The Issuer will lease an interest in the Real Property and acquire, construct and equip the Project and lease it to the Tenant according to the provisions of the Site Lease and Project Lease in the form approved in this Ordinance. The sublease of the Project to Kejr, Inc., d/b/a Geoprobe Systems, a Kansas corporation (the "Subtenant") is approved by the Issuer.
Section 6. Authorization of Bond Purchase Agreement. The Issuer is authorized to sell the Series 2023 Bonds to the Purchaser, according to the terms and provisions of the Bond Purchase Agreement, in the form approved in this Ordinance.
Section 7. Execution of Bonds and Bond Documents. The Mayor of the Issuer is authorized and directed to execute the Series 2023 Bonds and deliver them to the Trustee for authentication on behalf of the Issuer in the manner provided by the Act and in the Indenture. The Mayor, or member of the Issuer's governing body authorized by law to exercise the powers and duties of the Mayor in the Mayor's absence, is further authorized and directed to execute and deliver the Bond Documents on behalf of the Issuer in substantially the forms presented for review prior to final passage of this Ordinance, with the corrections or amendments as the Mayor or other person lawfully acting in the absence of the Mayor may approve, which approval shall be evidenced by his or her signature. The authorized signatory may sign and deliver all other documents, certificates or instruments as may be necessary or desirable to carry out the purposes and intent of this Ordinance and the Bond Documents. The City Clerk or the Deputy City Clerk of the Issuer is hereby authorized and directed to attest the execution of the Series 2023 Bonds, the Bond Documents and the other documents, certificates and instruments as may be necessary or desirable to carry out the intent of this Ordinance under the Issuer's corporate seal.
Section 8. Property Tax Exemption; Payment in Lieu of Taxes. The Project will be exempt from ad valorem property taxes for 10 years, commencing in the calendar year after the calendar year in which the Series 2023 Bonds are issued, provided no exemption may be granted from the ad valorem property tax levied by a school district pursuant to the provisions of K.S.A. 72-53,113, and amendments thereto. The Tenant will prepare the application for exemption and submit it to the Issuer for its review. After its review, the Issuer will submit the application for exemption to the State Board of Tax Appeals. The Issuer is authorized to enter into the Agreement for Payment in Lieu of Taxes in substantially the form presented for review prior to final passage of this Ordinance.
Section 9. Pledge of the Project and Net Lease Rentals. The Issuer hereby pledges the Project and the net rentals generated under the Project Lease to the payment of the Series 2023 Bonds in accordance with K.S.A. 12‑1744. The lien created by the pledge will be discharged when all of the Series 2023 Bonds are paid or deemed to have been paid under the Indenture.
Section 10. Authority To Correct Errors and Omissions. The Mayor or member of the Issuer's governing body authorized to exercise the powers and duties of the Mayor in the Mayor's absence, the City Clerk and any Deputy City Clerk are hereby authorized and directed to make any alterations, changes or additions in the instruments herein approved, authorized and confirmed which may be necessary to correct errors or omissions therein or to conform the same to the other provisions of the instruments or to the provisions of this Ordinance.
Section 11. Further Authority. The officials, officers, agents and employees of the Issuer are authorized and directed to take whatever action and execute whatever other documents or certificates as may be necessary or desirable to carry out the provisions of this Ordinance and to carry out and perform the duties of the Issuer with respect to the Series 2023 Bonds and the Bond Documents.
Section 12. Effective Date. This Ordinance shall take effect after its final passage by the governing body of the Issuer, signature by the Mayor and publication once in the Issuer's official newspaper.
SUMMARY OF ORDINANCE NO. 23-11184
On December 11, 2023, the governing body of the City of Salina, Kansas passed an ordinance entitled:
AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS, SERIES 2023 (GEOPROBE PROJECT) FOR THE PURPOSE OF THE ACQUISITION, CONSTRUCTION AND EQUIPPING A MANUFACTURING FACILITY; AND AUTHORIZING OTHER RELATED DOCUMENTS AND ACTIONS.
The Ordinance authorizes the Issuer to issue its Taxable Industrial Revenue Bonds, Series 2023 (Geoprobe Project) in the aggregate principal amount of $3,729,417.31 (the "Series 2023 Bonds"), for the purpose of paying the costs of the acquisition, construction and equipping of a manufacturing facility (the “Project”), as more fully described in the Indenture, the Site Lease and the Project Lease authorized by the Ordinance. The Project will be leased by the Issuer to Dominion Resources, L.L.C., a Kansas limited liability company. In connection with the issuance of the Series 2023 Bonds, the Issuer approves a 10-year exemption from ad valorem property taxes for the Project, subject to payments in lieu of taxes.
A complete text of the Ordinance may be obtained or viewed free of charge at the office of the City Clerk, City Hall, 300 West Ash, Salina, Kansas. A reproduction of the Ordinance is available for not less than 7 days following the publication date of this Summary at www.salina-ks.gov.
This Summary is hereby certified to be legally accurate and sufficient pursuant to the laws of the State of Kansas.
DATED: December 13, 2023.
Greg Bengtson, City Attorney
PASSED by the governing body of the Issuer on December 11, 2023 and SIGNED by the Mayor.
(SEAL)
Michael L. Hoppock, Mayor
ATTEST:
Nikki Goding, City Clerk
(Published in The Salina Journal on December 17, 2023)