7.3 Fieldhouse QALICB Leverage Lender Board AppointmentsAGENDA SECTION
NO:
ITEM
NO:
Page 1
CITY OF SALINA
REQUEST FOR CITY COMMISSION ACTION DATE TIME
02/14/2022 4:00 P.M.
ORIGINATING DEPARTMENT:
Finance & Administration
BY: Debbie Pack
FISCAL APPROVAL:
BY:
FI NAL APPROVAL:
BY: 9d
ITEM:
Resolution No. 22-8015
A resolution appointing members of the Salina Field House Qualified Active Low -Income Community
Business, Inc.
Resolution No. 22-8016
A resolution appointing members of the Salina Field House Leverage Lender, Inc.
BACKGROUND:
Two of the entities necessary in the New Markets Tax Credit (NMTC) Financing of the Salina
Fieldhouse were a Leverage Lender and a Qualified Active Low -Income Community Business
(QALICB). Project specific entities had to be formally incorporated and formed in order to meet the
applicable NMTC requirements.
The Leverage Lender serves the role of receiving the initial financial contributions from the City and
Stakeholders and lending the funds to the Community Development Entities that contributed their tax
credits to the transaction as well as receiving loan repayments over the life of the NMTC financing and
distributing them back to the City.
The QALICB serves the role of receiving a loan from the CDEs, constructing and owning the fieldhouse
facility for the 7 year compliance period, ending July 27, 2023, and leasing the facility to the City of
Salina to operate until ownership is transferred back to the City.
In order to comply with the requirements of the NMTC program, both entities had to be incorporated
as separate and distinct corporations which necessitated the development and filing of the Articles of
Incorporation and By -Laws for both the Leverage Lender and the QALICB. The articles and by-laws
were reviewed and approved by legal counsel for both CDEs (J.P. Morgan Chase & Dakotas
Americas) as well as the City's NMTC counsel and local legal counsel.
Balancing the applicable NMTC requirements and the economic development nature of the Home
Rule Bond Ordinance that was necessary to fund the City's contribution to the NMTC financing, it was
determined that the City could not appoint a majority of the members of both organizations.
Consequently, it was recommended that the Governing Body comprise the entirety of the QALICB
board since it would own and lease the Field House during the term of the NMTC financing resulting
in the Salina Field House Lender membership not being eligible to be entirely appointed by the
Governing Body.
As a result, the City Commission may select 2 members of the Leverage Lender and the Greater
Salina Community Foundation (GSCF) was empowered to appoint the remaining 3 Board members.
Previously, the Mayor and Vice -Mayor were chosen to fill the 2 seats on the Leverage Lender Board.
CITY OF SALINA
REQUEST FOR CITY COMMISSION ACTION DATE TIME
02/14/2022 4:00 P.M.
AGENDA SECTION ORIGINATING DEPARTMENT: FISCAL APPROVAL:
NO: BY:
Finance & Administration
ITEM FINAL APPROVAL:
NO:
Page 2 BY: Debbie Pack BY:
Election and installation of new City Commissioners can cause the City's representation on either
body to include former City Commissioners when the intent was for current Commissioners to serve
on each board. Former Commissioners Melissa Rose Hodges and Rod Franz have provided formal
resignations which create vacancies to be filled on both boards.
The current membership and term of each body is as follows:
Salina Field House Qualified Active Low -Income Community Business Inc.
• Mike Hoppock, President — 06/19/2022
• Melissa Rose Hodges, Vice -President — 06/19/2022
• Trent W. Davis, M.D., Secretary — 06/19/2022
• Karl Ryan, Treasurer — 06/19/2022
• Rod Franz, Member — 06/19/2022
Salina Field House Lender
• Todd Davidson, President — 7/29/2024
• Samantha Angell, Vice -President — 7/29/2024
• Mark Ritter, Secretary — 7/29/2024
• Mike Hoppock, Treasurer -7/29/2024
• Melissa Rose Hodges, Member — 7/29/2024
Resolution No. 22-8015 (attached) designates the "duly elected members of the City Commission" to
be the Board of the QALICB.
Staff recommends taking a nomination and vote by the City Commission to fill the vacant position on
the Leverage Lender Board, then amending Resolution No. 22-8016 (attached) to designate the City's
representation on the Leverage Lender Board.
Election of officers of the Boards of both the QALICB and Salina Field House Lender will take place
at the respective meetings of each body which will take place as soon as can be scheduled after this
action. The action necessary from the City Commission is limited to appointment of members to the
QALICB and Salina Field House Lender.
FISCAL NOTE:
There is no fiscal impact associated with these actions.
COMMISSION ACTION OR RECOMMENDED ACTION:
Staff has identified the following actions for the City Commission's consideration:
QALICB — Qualified Low -Income Community Business
AGENDA SECTION
NO:
ITEM
NO:
Page 3
Resolution No. 22-8015
CITY OF SALINA
REQUEST FOR CITY COMMISSION ACTION DATE TIME
02/14/2022 4:00 P.M.
ORIGINATING DEPARTMENT
Finance & Administration
BY: Debbie Pack
FISCAL APPROVAL:
BY:
FINAL APPROVAL:
BY:
1.) Approve Resolution No. 22-8015 appointing members to the Salina Field House Qualified
Active Low -Income Community Business, Inc.
2.) Postpone consideration of Resolution No. 22-8015 to a specified date and time and provide
staff direction regarding additional information or amendments the City Commission would like
to request for their further consideration.
3.) Vote to deny Resolution No. 22-8015 resulting in vacancies in the membership of the QALICB
Board of Directors.
Staff recommends Option #1.
Salina Field House Leverage Lender
Nominate and vote on a member to fill the vacant position on the Leverage Lender Board.
Resolution No. 22-8016
1.) Amend Resolution No. 22-8016 appointing a member to the Salina Field House Leverage
Lender Inc.
2.) Postpone consideration of Resolution No. 22-8016 to a specified date and time and provide
staff direction regarding additional information or amendments the City Commission would like
to request for their further consideration.
3.) Vote to deny Resolution No. 22-8016 resulting in a vacancy in the membership of the Salina
Field House Leverage Lender, Inc. Board of Directors.
Staff recommends Option #1.
Attachments: Resolution No. 22-8015
Resolution No. 22-8016
RESOLUTION NUMBER 22-8015
A RESOLUTION APPOINTING NEW MEMBERS TO FILL THE REMAINDER OF
UNEXPIRED TERMS ON THE BOARD OF DIRECTORS OF SALINA FIELD HOUSE QUALIFIED
ACTIVE LOW-INCOME COMMUNITY BUSINESS, INC.
WHEREAS, the Articles of Incorporation of the Salina Field House Qualified Active Low -Income
Community Business, Inc. provide for the appointment by the City Commission of the City of Salina, Kansas of its
five (5) member Board of Directors;
WHEREAS, Melissa Rose Hodges and Rod Franz have submitted their resignations as members of
the Board of Directors, and it is necessary for the City Commission to appoint successors to serve for the remainder
of the terms, both of which expire on June 19, 2022.
THEREFORE, BE IT RESOLVED by the Governing Body of the City of Salina, Kansas:
Section 1. The City Commission accepts the resignations of Melissa Rose Hodges and Rod Franz as
members of the Board of Directors of Salina Field House Qualified Active Low -Income Community Business, Inc.
Section 2. The following persons are appointed as members of the Board of Directors of Salina Field
House Qualified Active Low -Income Community Business, Inc. to fill the remainder of the unexpired terms of
Melissa Rose Hodges and Rod Franz through the end of the original terms, both of which expire on June 19, 2022:
Bill Longbine
Greg Lenkiewicz
Section 3. This resolution shall be in full force and effect from and after its adoption.
Adopted by the Board of Commissioners and signed by the Mayor this 14'h day of February, 2022.
(SEAL)
ATTEST:
JoVonna A. Rutherford, City Clerk
Trent W. Davis, M.D., Mayor
RESOLUTION NUMBER 22-8016
A RESOLUTION APPOINTING A NEW MEMBER TO FILL THE REMAINDER OF
AN UNEXPIRED TERM ON THE BOARD OF DIRECTORS OF SALINA FIELD HOUSE
LENDER, INC.
WHEREAS, the Articles of Incorporation of the Salina Field House Lender, Inc. provide for
the appointment by the City Commission of the City of Salina, Kansas of two (2) of its five (5) member
Board of Directors; and
WHEREAS, Melissa Rose Hodges has submitted her resignation as a member of the Board of
Directors, and it is necessary for the City Commission to appoint a successor to serve for the remainder of the
term, which expire on July 29, 2024.
THEREFORE, BE IT RESOLVED by the Governing Body of the City of Salina,
Kansas:
Section 1. The City Commission accepts the resignation of Melissa Rose Hodges as a member
of the Board of Directors of Salina Field House Lender, Inc.
Section 2. The following person is appointed as a member of the Board of Directors of Salina
Field House Lender, Inc. to fill the remainder of the unexpired term of Melissa Rose Hodges through the end
of the original term, which expires on July 29, 2024:
em
Section 3. This resolution shall be in full force and effect from and after its adoption.
Adopted by the Board of Commissioners and signed by the Mayor this 141 day of February, 2022
(SEAL)
ATTEST:
JoVonna A. Rutherford, City Clerk
Trent W. Davis, M.D., Mayor