RESOLUTION NO. 6600
A Resolution authorizing the sale and conveyance of certain land AND PROPERTY OWNED by the City of LAWRENCE, KANSAS AND PLEDGED TO PAYMENT OF THE CITY'S INDUSTRIAL REVENUE BONDS, SERIES 1993 (E AND E SPECIALTIES, INC. PROJECT)
WHEREAS, pursuant to Ordinance No. 6493 (the “Ordinance”) passed December 7, 1993 by the city commission of the City of Lawrence, Kansas (the “City”), and a Trust Indenture dated as of November 15, 1993 (the "Indenture") between the City and Douglas County Bank (the "Trustee"), the City has previously issued its Industrial Revenue Bonds, Series 1993 (E and E Specialties, Inc. Project) dated November 15, 1993 (the "Bonds") in the aggregate principal amount of $1,500,000 to finance the costs of expanding and further equipping a certain facility to be used for manufacturing purposes (the "Project") and leased to Edward Carl White and Keith Eli White, trustees under a Trust Agreement dated August 29, 1978 (the "Tenant"), pursuant to a Lease dated as of November 15, 1993 between the City and the Tenant (the "Lease") and further subleased to E and E Specialties, Inc., a Kansas corporation (the "Subtenant") pursuant to a Sublease dated as of November 15, 1993 between the Tenant and the Subtenant (the "Sublease"); and
WHEREAS, to facilitate the collection of rentals due under the Lease and enforcement of the covenants contained in the Lease, the City has heretofore assigned all of its rights as lessor under the Lease to the Trustee; and
WHEREAS, the Tenant and Subtenant have defaulted on their payments as required by the Lease and Sublease, have surrendered possession of the Project to the Trustee and have had their payment obligations under the Lease, the Sublease, and a certain Guaranty Agreement entered into with the Trustee in connection with the issuance of the Bonds discharged in bankruptcy; and
WHEREAS, as authorized by the Lease and the Indenture, the Trustee, acting on behalf of the City as issuer of the Bonds, has exercised diligence to find a buyer for the Project at the best price obtainable by listing the property for sale with a commercial realtor, and has received an offer to purchase the Project (along with other property owned by the Tenant and/or Subtenant) for $1,900,000 cash; and
WHEREAS, the Trustee has informed the City that it believes the cash offer should be accepted as the best price obtainable for the Project because of the present condition of the property and present market conditions, and it believes sale of the Project to Haskell Properties, L.L.C. for $1,900,000, with the portion of the total proceeds attributable to the bond-financed property going to the Trustee for distribution to the bondholders and the remainder going to another creditor of the Tenant and Subtenant as mortgagee thereof, as agreed between the Trustee and such creditor, should be approved and authorized by the City as in the best interests of the owners of the Bonds; and
WHEREAS, the City's governing body has found and determined, and hereby finds and determines that the Trustee's analysis and recommendation are sound, prudent, and in the best interests of the owners of the Bonds, and should be followed;
NOW THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF LAWRENCE, KANSAS:
Section 1. The Mayor and City Clerk are authorized and directed to execute and deliver a special warranty deed substantially in the form set forth on Exhibit A, transferring title to the Project sold to White Property Management, L.L.C. Such deed shall be delivered to the title company selected by the Trustee the close the sale transaction to the grantee, for delivery upon receipt of the adjusted sale price as calculated by the title company as settlement agent with the Trustee's approval. The Mayor and City Clerk are hereby further authorized and directed to execute a Release of Lease, substantially in the form attached hereto as Exhibit B, and deliver same to the title company for delivery with the deed.
Section 2. The Trustee shall thereafter distribute the net proceeds of sale of the Project, after deduction of the Trustee's fees and expenses then owing, including its fees and expenses incurred to preserve, maintain and sell the Project, to the owners of the Bonds in the manner provided in the Indenture.
Section 3. The Mayor and City Clerk are hereby further authorized and directed to sign such other instruments and certificates as shall be necessary and desirable in connection with the sale of the Project, and are hereby further authorized to take such further actions as may be necessary to accomplish the purposes of this Resolution.
Section 4. The Trustee is hereby directed to take all action necessary to accomplish the purpose of this Resolution.
ADOPTED by the governing body of the City of Lawrence, Kansas this 28th day of June, 2005.
CITY OF LAWRENCE, KANSAS
[SEAL]
By: _______________________________
Mayor
Attest:
By: ______________________________
City Clerk
EXHIBIT A
SPECIAL WARRANTY DEED
THIS INDENTURE, made this 28th day of June, 2005 between the City of Lawrence, Kansas, a municipal corporation, as Grantor, and White Property Management, L.L.C., as Grantee;
WITNESSETH, That said Grantor, in furtherance of the terms of a certain Lease dated as of November 15, 1993 between Grantor and Edward Carl White and Keith Eli White, trustees under a Trust Agreement dated August 29, 1978, and as authorized by a Resolution duly adopted by the governing body of the City of Lawrence, Kansas, and by these presents does hereby convey to Grantee, its successors and assigns, all the following described real estate in Douglas County, Kansas:
Lot 23 and that part of Lot 15 described as follows: Beginning at the Southeast corner of said Lot 23; thence along the East line of said Lot 23 and the East line of said Lot 15, N 0º W, 506.83 feet to a point on the East line of said Lot 15, being 161.83 feet North of the Southeast corner of said Lot 15; thence S 89º 59'; W, 229.99 feet to a point on the West line of said Lot 15, said point being 159.89 feet North of the Southwest corner of said Lot 15; thence along the West line of said Lot 15 and West line of said Lot 23, S 0º W, 504.89 feet to the Southwest corner of said Lot 23; thence along the South line of said Lot 23, S 89º 32' E, 230 feet to the point of beginning, in Lawrence Industrial Park and Replat of Lots 14 and 15, Learnard Suburban Acres Subdivision, an addition in the City of Lawrence, Douglas County, Kansas,
for the sum of $10.00 and other valuable consideration;
TO HAVE AND TO HOLD, the premises described, with all and singular the rights, privileges, appurtenances and immunities thereto belonging or in any way appertaining, to Grantee and to its successors and assigns forever; and Grantor hereby covenants that the premises are free and clear of all encumbrances whatsoever, except (a) those to which the title was subject on the date of conveyance to Grantor, or to which title became subject with Grantee's written consent, or which resulted from any failure of Grantee to perform any of its covenants or obligations under the Lease from Grantor referred to above, (b) taxes and assessments, general and special, if any, and (c) the rights, titles and interests of any party having condemned or attempting to condemn title to, or the use for a limited period of, all or any part of the premises conveyed; and that it will warrant and defend the title to the premises to Grantee and Grantee's successors and assigns forever against the lawful claims and demands of anyone claiming by, through or under it.
IN WITNESS WHEREOF, Grantor has executed this deed and affixed its corporate seal on the day and year first above written.
(SEAL)
ATTEST: CITY OF LAWRENCE, KANSAS,
a municipal corporation
______________________________ ___________________________________
Frank Reeb, City Clerk Dennis Highberger, Mayor
STATE OF KANSAS )
) SS:
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged before me this ____ day of June, 2005 by Dennis Highberger, Mayor, and Frank Reeb, City Clerk, respectively, of the City of Lawrence, Kansas, a municipal corporation, on behalf of said corporation.
[SEAL]
__________________________________
Notary Public
My appointment expires:
__________________________
PROPERTY SUBJECT TO LEASE
(a) The following described real estate located in Douglas County, Kansas, to wit:
Lot 23 and that part of Lot 15 described as follows: Beginning at the Southeast corner of said Lot 23; thence along the East line of said Lot 23 and the East line of said Lot 15, N 0º W, 506.83 feet to a point on the East line of said Lot 15, being 161.83 feet North of the Southeast corner of said Lot 15; thence S 89º 59'; W, 229.99 feet to a point on the West line of said Lot 15, said point being 159.89 feet North of the Southwest corner of said Lot 15; thence along the West line of said Lot 15 and West line of said Lot 23, S 0º W, 504.89 feet to the Southwest corner of said Lot 23; thence along the South line of said Lot 23, S 89º 32' E, 230 feet to the point of beginning, in Lawrence Industrial Park and Replat of Lots 14 and 15, Learnard Suburban Acres Subdivision, an addition in the City of Lawrence, Douglas County, Kansas,
said real property constituting the "Land" as referred to in said Lease.
(b) All buildings, improvements, machinery and equipment constructed or located thereon.
EXHIBIT B
RELEASE OF LEASE
WHEREAS, the City of Lawrence, Kansas (the "City") has heretofore entered into a Lease dated as of November 15, 1993 (the "Lease") between the City and Edward Carl White and Keith Eli White, trustees under a Trust Agreement dated August 29, 1978 (the "Tenant"), notice of which is recorded in Volume 505 at page 1925 in the office of the Douglas County Register of Deeds; and
WHEREAS, the City assigned its interest in the Lease to Douglas County Bank acting as trustee for the City and others for purpose of enforcement of the Tenant's covenants under the Lease; and
WHEREAS, the Tenant has defaulted on its obligations under the Lease and has surrendered possession of the facility described in the Lease (the "Project") from the City; and
WHEREAS, the City, with the consent and upon the recommendation of the Trustee, has sold the Project;
THEREFORE, the property described in the attached Schedule I is hereby released from any claim of the City and the Trustee under the Lease.
CITY OF LAWRENCE, KANSAS
(SEAL)
By: _______________________________________
Dennis Highberger, Mayor
ATTEST:
By : __________________________________
Frank Reeb, City Clerk
ACKNOWLEDGMENT
STATE OF KANSAS )
) SS:
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged before me this ___ day of August, 2000 by Dennis Highberger, Mayor, and Frank Reeb, City Clerk, respectively of the City of Lawrence, Kansas, a municipal corporation, on behalf of said corporation.
By: _________________________________
Notary Public
My appointment expires:
_____________________
DOUGLAS COUNTY BANK
[SEAL]
By:_________________________________
Name: J. Michael Davies
Title: Vice President & Trust Officer
ATTEST:
__________________________
Name:
Title:
STATE OF KANSAS )
) SS:
COUNTY OF DOUGLAS )
This instrument was acknowledged before me this ___ day of June, 2005 by J. Michael Davies as Vice President and Trust Officer of the Douglas County Bank, Lawrence, Kansas, a banking corporation or association organized under the laws of the United States, or one of the states thereof.
(SEAL)
_____________________________________
Notary Public
My appointment expires:________________________
date