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HomeMy Public PortalAboutOrd 674 Industrial Revenue BondsGILMORE & BELL, P.C. 09/13/2021 ORDINANCE NO. 674 OF THE CITY OF BEL AIRE, KANSAS AUTHORIZING THE ISSUANCE OF $1,800,000 $525,439.43 TAXABLE INDUSTRIAL REVENUE BONDS TAXABLE INDUSTRIAL REVENUE BONDS SERIES 2021A SERIES 2021B (CLINIC IN A CAN) (CLINIC IN A CAN) 601000.20167/ORDINANCE v.3 ORDINANCE NO. 674 AN ORDINANCE AUTHORIZING THE CITY OF BEL AIRE, KANSAS TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS, SERIES 2021A AND SERIES 2021B (CLINIC IN A CAN) FOR THE PURPOSE OF THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF A WAREHOUSE AND OFFICE FACILITY AND AUTHORIZING CERTAIN OTHER RELATED DOCUMENTS AND ACTIONS. THE GOVERNING BODY OF THE CITY OF BEL AIRE, KANSAS HAS FOUND AND DETERMINED: A. The City of Bel Aire, Kansas (the "Issuer") is authorized by K.S.A. 12-1740 et seq., as amended (the "Act"), to acquire, construct, improve and equip certain 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 has determined that it is desirable in order to promote, stimulate and develop the general economic welfare and prosperity of the Issuer and the State of Kansas that the Issuer issue its Taxable Industrial Revenue Bonds, Series 2021A and Series 2021B (Clinic In A Can) in the aggregate principal amount of $2,325,439.43 (collectively, the "Series 2021 Bonds"), for the purpose of paying the costs of the acquisition, construction and equipping of a warehouse and office of a certain warehouse and office facility (the "Project"), as more fully described in the Bond Agreement and in the Project Lease authorized in this Ordinance, for lease to CIAC, LLC, a Kansas limited liability company (the "Tenant"). C. The Issuer's governing body finds that it is necessary and desirable in connection with the issuance of the Series 2021 Bonds to execute and deliver the following documents (collectively, the "Bond Documents"): (i) a Bond Agreement (the "Bond Agreement"), among the Issuer, the Tenant, Security Bank of Kansas City, Kansas City, Kansas, as fiscal agent and paying agent (the "Paying Agent") and Intrust Bank, N.A., as purchaser of the Series 2021A Bonds (the "Series 2021A Purchaser"), prescribing the terms and conditions of issuing and securing the Series 2021 Bonds; (ii) a Site Lease (the "Site Lease"), under which the Tenant will lease an interest in real property to the Issuer; (iii) a Project Lease dated as of (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) 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 certain payments in lieu of taxes for each year after issuance of the Series 2021 Bonds that the Project is exempt from ad valorem taxation, and (v) an Origination Fee Agreement (the "Origination Fee Agreement") to be entered into between the Issuer and the Tenant in conjunction with the issuance of the Series 2021 Bonds. 601000.20167/ORDINANCE v.3 D. 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 2021 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 nine (9) 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 BEL AIRE, KANSAS: Section 1. Definition of Terms. All terms and phrases not otherwise defined in this Ordinance will have the meanings set forth in the Bond Agreement and the Project Lease. Section 2. Authority to Cause the Project to Be Leased and Constructed. The Issuer is authorized to enter into the Site Lease for a leasehold interest in the Project in the manner described in the Bond Agreement, 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 2021 Bonds in two series, to be designated "City of Bel Aire Kansas Taxable Industrial Revenue Bonds, Series 2021A (Clinic In A Can)" in the principal amount of $1,800,000 and " City of Bel Aire Kansas Taxable Industrial Revenue Bonds, Series 2021B (Clinic In A Can)" in the principal amount of $525,439.43, for the purpose of providing funds to pay the costs of the acquisition, construction and equipping of a warehouse and office of the Project. The Series 2021 Bonds 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 Bond Agreement. The Series 2021 Bonds will be special limited obligations of the Issuer payable solely from the revenues derived from the Project Lease. The Series 2021 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 Bond Agreement. The Issuer is authorized to enter into the Bond Agreement with the Paying Agent, the Series 2021A Purchaser and the Tenant in the form approved in this Ordinance. The Issuer will issue and sell the Bonds and provide for payment of the Bonds and interest thereon from the revenues derived by the Issuer under the Project Lease and other moneys as described in the Bond Agreement, all on the terms and conditions in the Bond Agreement. Section 5. Lease of the Project. The Issuer will lease, construct and equip the Project and lease it to the Tenant according to the provisions of the Site Lease and Project Lease in the forms approved in this Ordinance. Section 6. Approval of the Guaranty Agreement. The Issuer approves the form of the Guaranty Agreement among the Tenant and the other guarantor(s) named, the Series 2021A Purchaser and the Paying Agent, for the benefit of any other owners of the Series 2021A Bonds. Section 7. Authorization of Origination Fee Agreement. At or prior to the issuance of the Series 2021 Bonds, the Issuer will enter into the Origination Fee Agreement with the Tenant providing for the payment to the Issuer of an origination fee upon the terms and subject to the conditions set forth in the agreement, in the form approved in this Ordinance. 601000.20167/ORDINANCE v.3 2 Section 8. Authorization of Agreement for Payment in Lieu of Taxes. At or prior to the issuance of the Series 2021 Bonds, the Issuer will enter into an Agreement for Payment in Lieu of Taxes with the Tenant providing for a payment in lieu of paying ad valorem property taxes, subject to the conditions set forth in the agreement, in the form approved in this Ordinance. Section 9. Execution of Bonds and Bond Documents. The Mayor of the Issuer is authorized and directed to execute the Series 2021 Bonds and deliver them to the Paying Agent for authentication on behalf of the Issuer in the manner provided by the Act and in the Bond Agreement. 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 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 2021 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 10. Property Tax Exemption; Payment in Lieu of Taxes. Subject to the provisions of Section 8, the Project will be exempt from ad valorem property taxes for nine (9) years, commencing in the calendar year after the calendar year in which the Series 2021 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, or any special assessments. 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 Sedgwick County Appraiser for transmittal to the State Board of Tax Appeals. Section 11. 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 2021 Bonds in accordance with K.S.A. 12-1744. The lien created by the pledge will be discharged when all of the Series 2021 Bonds are paid or deemed to have been paid in accordance with the terms of the Bond Agreement. Section 12. 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 said instruments or to the provisions of this Ordinance. Section 13. 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 2021 Bonds and the Bond Documents. Section 14. Effective Date. This Ordinance shall take effect after its passage by the governing body of the Issuer, signature by the Mayor and publication once in the Issuer's official newspaper. [BALANCE OF THIS PAGE LEFT BLANK INTENTIONALLY] 601000.20167/ORDINANCE v.3 3 PASSED by the governing body of the Issuer on October 5, 2021, and SIGNED by the Mayor. OFBEL (SEAL ATTEST: —= CITY OF 0"\ \'-;"� THE FUTUREle 1-------THE WITH RESPECT FOR .1' I ITS PAST /'�l its CitlZ .4eL-4)as, City Clerk Mayor [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 601000.20167/ORDINANCE v.3 (Signature Page to Bond Ordinance) CERTIFICATE I hereby certify that the attached copy is a true and correct copy of Ordinance No. 674 of the City of Bel Aire, Kansas duly passed by the governing body, signed by the Mayor and published in the official City newspaper on the respective dates stated in this ordinance, and that the signed original of the Ordinance is on file in my office. [SE City Clerk 601000.20167/ORDINANCE v.3 (Clerk's Certificate) EXCERPT OF MINUTES OF A MEETING OF THE GOVERNING BODY OF THE CITY OF BEL AIRE, KANSAS HELD ON OCTOBER 5, 2021 The governing body of the City of Bel Aire, Kansas met in regular session at the usual meeting place in the City, at 7:00 P.M. the following members being present and participating, to -wit: Jeff Elshoff, Dr. Joel Schroeder, Justin Smith, and John Welch. Absent: Diane Wynn The Mayor declared that a quorum was present and called the meeting to order. * * * * * * * * * * * * * * (Other Proceedings) Thereupon, there was presented for fmal passage an Ordinance entitled: AN ORDINANCE AUTHORIZING THE CITY OF BEL AIRE, KANSAS TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS, SERIES 2021A AND SERIES 2021B (CLINIC IN A CAN) FOR THE PURPOSE OF THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF A WAREHOUSE AND OFFICE FACILITY AND AUTHORIZING CERTAIN OTHER RELATED DOCUMENTS AND ACTIONS. Thereupon, Councilmember Smith moved that said Ordinance be passed. The motion was seconded by Councilmember Schroeder. Said Ordinance was duly read and considered, and upon being put, the motion for the final passage of said Ordinance was carried by the vote of the governing body, the vote being as follows: Aye: Jeff Elshoff, Dr. Joel Schroeder, Justin Smith, and John Welch. Nay: [No one]. Thereupon, the Mayor declared said Ordinance duly passed and the Ordinance was then duly numbered Ordinance No 674 and was signed by the Mayor and the signature attested by the City Clerk. * * * * * * * * * * * * * * (Other Proceedings) * * * * * * * * * * * * * * 601000.20167/ORDINANCE v.3 CERTIFICATE I certify that the foregoing Excerpt of Minutes is a true and correct excerpt of the proceedings of the governing body of the City of Bel Aire, Kansas held on the date stated therein, and that the official minutes of the proceedings are on file in my office. Ade,e,01,/a/ City Clerk 601000.20167/ORDINANCE v.3 (Clerk's Certificate of Minutes) (Published in The Ark Valley News on October 14, 2021) SUMMARY OF ORDINANCE NO. 674 On October 5, 2021, the governing body of the City of Bel Aire, Kansas passed an ordinance entitled: AN ORDINANCE AUTHORIZING THE CITY OF BEL AIRE, KANSAS TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS, SERIES 2021A AND SERIES 2021B (CLINIC IN A CAN) FOR THE PURPOSE OF THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF A WAREHOUSE AND OFFICE FACILITY AND AUTHORIZING CERTAIN OTHER RELATED DOCUMENTS AND ACTIONS. The Ordinance authorizes the Issuer to issue its Taxable Industrial Revenue Bonds, Series 2021 (Clinic In A Can) in two series in the aggregate principal amount of $2,325,439.43 (the "Series 2021 Bonds"), for the purpose of paying the costs of the acquisition, construction and equipping of a warehouse and office (the "Project"), as more fully described in the Bond Agreement, the Site Lease and the Project Lease authorized by the Ordinance. The Project will be leased by the Issuer to CIAC, LLC, a Kansas limited liability company. In connection with the issuance of the Series 2021 Bonds, the Issuer approves a nine (9) year exemption from ad valorem property taxes for the Project, subject to certain payments in lieu of taxes. A complete text of the Ordinance may be obtained or viewed free of charge at the office of the City Clerk, City Hall, 7651 East Central Park Avenue, Bel Aire, Kansas 67226. A reproduction of the Ordinance is available for not less than 7 days following the publication date of this Summary at www.belaireks.gov. This Summary is hereby certified to be legally accurate and sufficient pursuant to the laws of the State of Kansas. DATED: October 5, 2021. 601000.20167/ORDINANCE v.3 Affidavit of Publication= .. ... .. . . .. . . .: .. .. .. STATEOF KANSAS-, SEDGWICK.:COUNTY,,ss:: cnotice (Published In The Ark Valley. News on Oct 14, 2021,) COMN1,xevormeiNANCY, y0.6i4', tcnJLlktr3.;Vt. ii LtFSthiMF 3; tf''It ht IL?t r, IL: K.ttut 1 Fat.K.L to r trayxs i tl:4 41'(1xnI'4.+.1:An.110N)?r.t ill) 01'vOE FI).AIRF. 14A4SSS, I. TO1S T. I1_$)+5,,Aiit.3.I' ItLS1)UALflfit3R6FBOND'` STRlfSL-- It 1.�1)Sl11115,,, S. 2u -n" (Ci.,iNIC IN A r4M )'OR THE 1'CFP04L Or TIFF ACQ4tSI1IOS, (,)' M'(_7 H)L. 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Said newspaper i:s_a:- weekly ,published at least week- ly 50 times a year; has been so published continuously and:uninterruptedly in said county and_state'fot a period. of more than:.five years prior to the first publication of said notice; and'has been admitted, at the post office of Valley .Center in said Cottnty as second class matter.. That the attached notice is atrue cppy.thereof and was..published in.:tlye regular- and entire issue-ofsaid newspaper for consecutiveweeks, the firs -ublic tton thereof being made as aforesaid on the ' day of C `° �' .2021. with.subsequentpt blications. being:made hri.the" following.-d.ates;' ,.2021 ,2021 ,2021 ,2021 2021%1 _ ,2021 Subscribed- andsworn-to be -fore -me:this r day of 0 G`-f-Obi' 2021. IVly commission expires Additional copies .Printer's fee • • 1 vl l ota 411e., �'.����m�s���4f Pte• -•I $u J PuB ..U( til g r t `'�J y rr „. ✓ alt. dd•da'aen.d'' .