AN ORDINANCE AUTHORIZING THE CITY OF GOODLAND, KANSAS TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS, SERIES 2020A AND SERIES 2020B (PRAIRIESKY CAPITAL, LLC AND PRAIRIESPRINGS HOSPITALITY, LLC) FOR THE PURPOSE OF THE ACQUISITION, CONSTRUCTION, RENOVATION AND EQUIPPING HOTEL FACILITIES; AND AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS IN CONNECTION THEREWITH.

            THE GOVERNING BODY OF THE CITY OF GOODLAND, KANSAS HAS FOUND AND DETERMINED:

            A.        The City of Goodland, 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 such facilities, and to issue revenue bonds for the purpose of paying the costs of such 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, (i) Series 2020A, dated as of November 19, 2020 in the principal amount of not to exceed $800,000 (the “Series 2020A Bonds”), and (ii) Series 2020B, dated as of November 19, 2020 in the principal amount of not to exceed $8,000,000 (the “Series 2020B Bonds”), for the purpose of paying the costs of the acquisition, construction, renovation and equipping of certain hotel facilities (collectively, the “Project”) as more fully described in the Bond Agreement and in the Prairiesky Lease and the Prairiesprings Lease (collectively, the “Lease”) authorized in this Ordinance.  The Project will be leased by the Issuer under two separate leases to Prairiesky Capital, LLC, a Kansas Limited Liability Company (the “Series A Tenant”), and Prairiesprings Hospitality, LLC, a Kansas Limited Liability Company (the “Series B Tenant”).

            C.         The Issuer’s governing body finds that it is necessary and desirable in connection with the issuance of the Series 2020A and Series 2020B Bonds (collectively, the “Bonds”) to execute and deliver the following documents (collectively, the “Bond Documents”):

(i)  a Bond Agreement dated as of November 1, 2020 (the “Bond Agreement”), among the Issuer, the Series A Tenant, the Series B Tenant and Security Bank of Kansas City, Kansas City, Kansas (the “Bank”) prescribing the terms and conditions of issuing and securing the Bonds;

(ii)  a Prairiesky Site Lease dated as of November 1, 2020, from the Series A Tenant to the Issuer of real estate and the improvements described therein;

(iii)  a Prairiesprings Site Lease dated as of November 1, 2020, from Series B Tenant to the Issuer of real estate and the improvements described therein;

(iv)  a Prairiesky Lease dated as of November 1, 2020 (the “Prairiesky Lease”), with the Series A Tenant, under which the Issuer will acquire, renovate and equip a portion of the Project and lease it to the Series A Tenant in consideration of Basic Rent and other payments; and

(v)  a Prairiesprings Lease dated as of November 1, 2020 (the “Prairiesprings Lease”), with the Series B Tenant, under which the Issuer will acquire, construct and equip a portion of the Project and lease it to the Series B Tenant in consideration of Basic Rent and other payments; and

            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 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 ten (10) years.  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 such exemption required by K.S.A. 12-1749d.

            NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF GOODLAND, 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 Lease.

            Section 2.  Authority to Cause the Project to Be Purchased and Constructed.  The Issuer is authorized to cause the Project to be acquired, constructed and equipped in the manner described in the Bond Agreement, the Prairiesky Lease and the Prairiesprings Lease (collectively, the “Lease”).

            Section 3.  Authorization of and Security for the Bonds.  The Issuer is authorized and directed to issue the Bonds, to be designated “City of Goodland Kansas Taxable Industrial Revenue Bonds, Series 2020A,” dated as of November 19, 2020, in the principal amount not to exceed $800,000 and “City of Goodland Kansas Taxable Industrial Revenue Bonds, Series 2020B,” dated as of November 19, 2020, in the principal amount of not to exceed $8,000,000 for the purpose of providing funds to pay the costs of the acquisition, construction, renovation and equipping of the Project.  The Series 2020A and Series 2020B Bonds will be in such principal amount, will be dated and bear interest, will mature and be payable at such times, will be in such 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 2020A Bonds will be special limited obligations of the Issuer payable solely from the revenues derived from the Prairiesky Lease, and the 2020B Bonds will be special limited obligations of the Issuer payable solely from the revenues derived from the Prairiesprings Lease.  The Series 2020A and Series 2020B 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 Bank, the Series A Tenant and the Series B Tenant (collectively, 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 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 acquire, construct and equip the Project and lease it to each Tenant according to the provisions of each respective Lease in the form approved in this Ordinance. 

            Section 6.  Execution of Bonds and Bond Documents.  The Mayor of the Issuer is authorized and directed to execute the Bonds and deliver them to the Bank 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 such 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 Bonds, the Bond Documents and such 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 7.  Property Tax Exemption.  The Project will be exempt from ad valorem property taxes for ten (10) years, commencing in the calendar year after the calendar year in which the 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 applications for exemption and submit them to the Issuer for its review.  After its review, the Issuer will submit the applications for exemption to the State Board of Tax Appeals. 

            Section 8.  Pledge of the Project and Net Lease Rentals.  The Issuer hereby pledges the Project and the net rentals generated under the Lease to the payment of the Series 2020A and Series 2020B Bonds in accordance with K.S.A. 12‑1744.  The lien created by the pledge will be discharged when all of the Series 2020A and Series 2020B Bonds are paid or deemed to have been paid in accordance with the terms of the Bond Agreement.

Section 9.         Authority To Correct Errors, Etc. 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 10.  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 Bonds and the Bond Documents.

            Section 11.  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.

            PASSED by the governing body of the Issuer on November 2, 2020 and by the Mayor.

(SEAL)                                                                                                                                   

                                                                                                Mayor

ATTEST:

                        City Clerk