23-8167 IRBs Salina Destination Development Gilmore& Bell,P.C.
11/03/2023
RESOLUTION NO.23-8167
A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF SALINA,KANSAS
DETERMINING THE ADVISABILITY OF ISSUING TAXABLE INDUSTRIAL
REVENUE BONDS FOR THE PURPOSE OF FINANCING THE ACQUISITION,
CONSTRUCTION AND EQUIPPING OF A MULTIFAMILY HOUSING FACILITY
TO BE LOCATED IN THE CITY;AND AUTHORIZING EXECUTION OF RELATED
DOCUMENTS
WHEREAS, the City of Salina, Kansas (the "Issuer") desires to promote, stimulate and develop the
general economic welfare and prosperity of the City of Salina, and thereby to further promote, stimulate and
develop the general economic welfare and prosperity of the State of Kansas;and
WHEREAS, pursuant to the provisions of the Kansas Economic Development Revenue Bond Act, as
amended and codified in K.S.A. 12-1740 et seq. (the "Act"),the Issuer is authorized to issue revenue bonds for
such purposes,and it is hereby found and determined to be advisable and in the interest and for the welfare of the
Issuer and its inhabitants that revenue bonds of the Issuer in a principal amount not to exceed $35,000,000 be
authorized and issued,in one or more series,to provide funds to pay the costs of the acquisition,construction and
equipping of a multifamily housing facility(the"Project")to be located in the corporate limits of the Issuer and
to be leased by the Issuer to Salina Destination Development,LLC,a Kansas limited liability company,or another
legal entity to be formed by the principals of Salina Destination Development,LLC(the "Tenant").
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF
SALINA,KANSAS:
Section 1. Public Purpose. The governing body of the Issuer hereby finds and determines that the
Project will promote,stimulate and develop the general economic welfare and prosperity of the Issuer and thereby
further promote,stimulate and develop the general economic welfare and prosperity of the State of Kansas.
Section 2. Authorization to Acquire Project; Intent to Issue Bonds. The Issuer is hereby
authorized to proceed with the acquisition, construction and equipping of the Project and to issue its revenue
bonds, in one or more series, in a principal amount not to exceed $35,000,000 (the "Bonds") to pay the costs
thereof,subject to satisfaction of the conditions of issuance set forth herein.
Section 3. Conditions to Issuance of Bonds. The issuance of the Bonds is subject to: (a)the
passage of an ordinance authorizing the issuance of the Bonds;(b)the successful negotiation of a Trust Indenture,
Site Lease, Project Lease, Bond Purchase Agreement or other legal documents necessary to accomplish the
issuance of the Bonds, the terms of which shall be in compliance with the Act and mutually satisfactory to the
Issuer and the Tenant;(c)the successful negotiation and sale of the Bonds to a purchaser or purchasers yet to be
determined (the "Purchaser"), which sale shall be the responsibility of the Tenant and not the Issuer; (d) the
receipt of the approving legal opinion of Gilmore&Bell,P.C.("Bond Counsel")in form acceptable to the Issuer,
the Tenant and the Purchaser; (e)the obtaining of all necessary governmental approvals to the issuance of the
Bonds;and(f)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 Issuer and the Issuer 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, including fees of the Kansas Board of Tax Appeals.
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Section 4. Property Tax Exemption. The Issuer hereby determines that pursuant to the
provisions of K.S.A. 79-201a Twenty-Fourth, the Project, to the extent purchased or constructed with the
proceeds of the Bonds,should be exempt from payment of ad valorem property taxes for ten years commencing
with the year following the year in which the Bonds are issued, provided proper application is made therefor;
provided no exemption may be granted from the ad valorem property tax levied: (a)by a school district pursuant
to the provisions of K.S.A. 72-53,113, and amendments thereto; (b) for the uses restricted pursuant to the
provisions of K.S.A. 79-201a, Second and Twenty-Fourth; and (c) for real estate on which the Project is
located. In making such determination the governing body of the Issuer has conducted the public hearing and
reviewed the analysis of costs and benefits of such exemption required by K.S.A. 12-1749d. The Tenant is
responsible for preparing such application and providing the same to the Issuer for its review and submission to
the State Board of Tax Appeals. The tax exemption granted is subject to compliance by the Tenant of the terms
and conditions of the Development Agreement between the Issuer and the Tenant as previously approved by the
governing body of the Issuer.
Section 5. 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 6. Reliance by Tenant; Limited Liability of Issuer. 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.
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. The Bonds herein authorized and all interest thereon shall be paid solely
from the revenues to be received by the Issuer from the Project and not from any other fund or source. The Issuer
shall not be obligated on such Bonds in any way, except as herein set out. In the event that the Bonds are not
issued,the Issuer shall have no liability to the Tenant.
Section 7. Execution and Delivery of Bond Purchase Agreement. At such time as the Tenant
has demonstrated compliance with the provisions of this Resolution,the Mayor and City Clerk are authorized to
execute a bond purchase agreement with the Purchaser and the Tenant for the sale of the Bonds in a form
satisfactory to the City Attorney and Bond Counsel.
Section 8. Further Action. The Clerk is hereby authorized to deliver an executed copy of this
Resolution to the Tenant. The Mayor,Clerk and other officials and employees of the Issuer,including the Issuer's
counsel 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: (a)cooperate
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; and (b) execution on behalf of the Issuer of the information
statement regarding the proposed issuance of the Bonds to be filed with the State Board of Tax Appeals pursuant
to the Act.
Section 9. Effective Date. This resolution shall become effective upon adoption by the Governing
Body.
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ADOPTED by the governing body of the City of Salina,Kansas on November 27,2023.
[SEAL] G'
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Mayor
Attest:
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Clerk
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(Signature Page to Resolution)
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