Lawrence Resolution/Sanders Land (Martin-Logan) Termination

RESOLUTION NO. 6613

A RESOLUTION AUTHORIZING THE CITY OF LAWRENCE, KANSAS TO CONVEY CERTAIN REAL AND PERSONAL PROPERTY TO SANDERS LAND L.L.C., AND PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH.

__________________________________________________________

WHEREAS, on September 21, 1999, the City of Lawrence, Kansas (the “City”) issued its Industrial Revenue Bonds, Series 1999 (Martin-Logan, Ltd. Project), in the aggregate original principal amount of $1,500,000 (the “Bonds”), to purchase, acquire, construct and install and equip an industrial project, including the real property described in Exhibit A hereto (the real property and improvements financed in whole or in part out of Bond proceeds being collectively referred to as the “Project”); and

WHEREAS, the Bonds were issued pursuant to Ordinance No. 7141 passed by the governing body of the City on September 7, 1999 (the “Ordinance”), and pursuant to a Trust Indenture dated as of September 1, 1999 (the “Indenture”), between the City and Commerce Bank, N.A., as trustee (the “Trustee”); and

WHEREAS, in connection with the issuance of the Bonds, the City, as landlord, and Sanders Land L.L.C., a Kansas limited liability company, as tenant (the “Tenant”), entered into a Lease dated as of September 1, 1999 (the “Lease”); and

WHEREAS, the Project was leased for an initial term effective upon delivery of the Lease and terminating on September 1, 2014; and

WHEREAS, the Project was subleased by the Tenant to Martin-Logan, Ltd., a Kansas corporation; and

WHEREAS, Section 302(c) of the Indenture provides that the Bonds are subject to optional redemption by the City upon instructions from the Tenant in whole at any time at the principal amount thereof plus accrued interest to the redemption date; and

WHEREAS, Section 17.1 of the Lease grants the Tenant an option to purchase the Project upon full payment of all amounts due under the Lease including the Bonds; and

WHEREAS, the Tenant has notified the City that it is exercising the option to purchase the Project on October 18, 2005 by depositing money with the Trustee in an amount sufficient to pay all amounts due under the Lease including the payment of the principal of and interest on all of the Bonds, with irrevocable instructions to the Trustee to apply such money for such purpose, and the Tenant has requested the City to redeem the Bonds on November 1, 2005; and

WHEREAS, the Tenant has requested that the City convey title to the Project to the Tenant upon provision for payment of all $1,055,000 principal amount of the Bonds outstanding under the Indenture and all amounts payable under the Lease; and

WHEREAS, the City desires to convey the Project to the Tenant upon provision for payment of all outstanding Bonds and all amounts payable under the Lease;

NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF LAWRENCE, KANSAS, AS FOLLOWS:

Section 1. Approval of Sale. The sale by the City of (a) the real property described in Exhibit A attached hereto and incorporated herein by reference, and (b) all machinery, equipment and other personal property paid for in whole or in part from the proceeds of the Bonds, is hereby approved.

Section 2. Authorization of Documents. The City hereby authorizes and approves the Special Warranty Deed, attached hereto as Exhibit B, the Bill of Sale, attached hereto as Exhibit C, and the Termination of Lease, attached hereto as Exhibit D, in substantially the forms presented to and reviewed by the governing body of the City at this meeting and attached to this Resolution (copies of which documents shall be filed in the records of the City), with such changes therein as shall be approved by the officers of the City executing such documents, such officers’ signatures thereon being conclusive evidence of their approval thereof.

Section 3. Execution of Documents. The Mayor is hereby authorized and directed to execute the Special Warranty Deed, the Bill of Sale and the Termination of Lease Agreement, and the City Clerk is hereby authorized and directed to attest to such documents, for and on behalf of the City.

Section 4. Further Authority. The Mayor and City Clerk are hereby authorized and directed to execute and deliver such other documents and certificates as may be necessary to transfer the Project, terminate all interest of the City in the Project and carry out the intent of this Resolution.

Section 5. Effective Date. This Resolution shall take effect and be in force from and after its adoption.

ADOPTED by the governing body of the City of Lawrence, Kansas, this 27^th day of September, 2005.

CITY OF LAWRENCE, KANSAS

By:

Name: Dennis Highberger

Title: Mayor

(Seal)

ATTEST:

________________________________

Name: Frank Reeb

Title: City Clerk

EXHIBIT B

SPECIAL WARRANTY DEED

THIS SPECIAL WARRANTY DEED, made this ____ day of ___________, 2005, between the CITY OF LAWRENCE, KANSAS, a municipal corporation duly organized, incorporated and existing under and by virtue of the laws of the State of Kansas (the “Grantor”), and SANDERS LAND L.L.C., a Kansas limited liability company (the “Grantee”):

WITNESSETH, THAT THE SAID GRANTOR, in consideration of the sum of ONE HUNDRED DOLLARS ($100.00) and other good and valuable consideration, the receipt whereof is hereby acknowledged, does by these presents Sell and Convey unto GRANTEE, its successors and assigns, all of the Grantor’s interest in the REAL ESTATE, situated in the County of Douglas, State of Kansas, as described in Exhibit A hereto and incorporated herein by reference.

Subject to: (a) those liens and encumbrances to which the title was subject on the date of conveyance of the real estate from the Grantee to the Grantor, or to which title became subject with Grantee’s written consent, or which resulted from any failure of the Grantee to perform any of its covenants or obligations under the Lease under which it has heretofore occupied the real estate, (b) taxes and assessments, general and special, if any, and (c) the rights, titles and interest of any party having condemned or who is attempting to condemn title to, or the use for a limited period of, all or any part of the project located on the real estate.

TO HAVE AND TO HOLD THE SAME, together with all and singular the tenements, hereditaments and appurtenances thereunto belonging or in any wise appertaining forever.

And said GRANTOR, for itself, its successors and assigns, does hereby covenant, promise and agree, to and with GRANTEE, that at the delivery of these presents, said interest in said premises is free, clear, discharged and unencumbered of and from all former and other grants, titles, charges, estates, judgments, taxes, assessments and encumbrances, of what nature and kind whatsoever, by, through or under Grantor, except as above stated, and that it will WARRANT and FOREVER DEFEND the same unto the Grantee, its successors and assigns, against the Grantor, its successors and assigns, and all and every person or persons whomsoever, lawfully claiming or to claim the same by, through or under the Grantor.

THIS CONVEYANCE IS SOLELY FOR THE PURPOSE OF RELEASING SECURITY FOR A DEBT OR OTHER OBLIGATION AND IS EXEMPT FROM THE REQUIREMENTS OF A SALES VALIDATION QUESTIONNAIRE PURSUANT TO K.S.A. 79‑1437e(2)

IN WITNESS WHEREOF, the GRANTOR has hereunto caused this Deed to be signed on its behalf by its Mayor and to be attested by its City Clerk, and has caused the corporate seal to be hereunto affixed, the day and year first above written.

CITY OF LAWRENCE, KANSAS,

as Grantor

By:

Name: Dennis Highberger

Title: Mayor

(Seal)

ATTEST:

________________________________

Name: Frank Reeb

Title: City Clerk

ACKNOWLEDGMENT

STATE OF KANSAS )

) SS.

COUNTY OF DOUGLAS )

On this ____ day of ___________, 2005, before me, _______________________________, a Notary Public in and for said State, personally appeared DENNIS HIGHBERGER and FRANK REEB, to me personally known, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Lawrence, Kansas, a municipal corporation duly authorized, incorporated and existing under and by virtue of the Constitution and laws of the State of Kansas, and that the seal affixed to the foregoing instrument is the corporate seal of said City, and that said instrument was signed and sealed on behalf of said City by authority of its governing body, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said City.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last above written.

Notary Public - State of Kansas

[SEAL]

My appointment expires _______________________.

EXHIBIT D

TERMINATION OF LEASE

BETWEEN THE

CITY OF LAWRENCE, KANSAS, AS LANDLORD,

AND SANDERS LAND L.L.C., AS TENANT

________________________________________________

WHEREAS, on September 21, 1999, the City of Lawrence, Kansas (the “City”) issued its Industrial Revenue Bonds (Martin-Logan, Ltd. Project) Series 1999 in the aggregate original principal amount of $1,500,000 (the “Bonds”) to purchase, acquire, construct and install and equip an industrial project, including the real property described in Exhibit A hereto (the real property and improvements financed in whole or in part out of Bond proceeds being collectively referred to as the “Project”); and

WHEREAS, a Notice of Lease by the City was filed for record in the office of the Register of Deeds of Douglas County, Kansas, on September 21, 1999 as Document No. 168076 in Book 658 at Page 11; and

WHEREAS, the City assigned its interest in the Lease to Commerce Bank, N.A., as trustee (the “Trustee”), under an Assignment of Lease filed for record in the office of the Register of Deeds of Douglas County, Kansas, on September 21, 1999 as Document No. 168077 in Book 658 at Page 14; and

WHEREAS, the Project was leased for an initial term effective upon delivery of the Lease and terminating on September 1, 2014; and

WHEREAS, Section 302(c) of the Indenture provides that the Bonds are subject to optional redemption by the City upon instructions from the Tenant at any time at the principal amount thereof plus accrued interest to the redemption date; and

WHEREAS, Section 17.1 of the Lease grants the Tenant an option to purchase the Project upon full payment of all amounts due under the Lease including the Bonds; and

WHEREAS, the Tenant has exercised the option to purchase the Project by depositing money with the Trustee in an amount sufficient to pay all amounts due under the Lease including the payment of the principal of and interest on all of the Bonds, with irrevocable instructions to the Trustee to apply such money for such purpose, and the Tenant has instructed the City to redeem the Bonds not later than November 1, 2005; and

WHEREAS, the Company has made provision for the payment of all $1,055,000 principal amount of the Bonds outstanding under the Indenture and all basic and additional rent payments required under the Lease;

NOW, THEREFORE, THE CITY AND THE TRUSTEE DO HEREBY STATE AND DECLARE:

That as of the date hereof the Lease shall terminate and be of no further force and effect. The real property located in Douglas County, Kansas, affected by the Lease and this Termination of Lease is described in Exhibit A attached hereto and incorporated herein by reference.

IN WITNESS WHEREOF, the parties named above have caused this Termination of Lease to be duly executed in their respective corporate names as of this ______ day of ___________, 2005.

CITY OF LAWRENCE, KANSAS

By:

Name: Dennis Highberger

Title: Mayor

(Seal)

ATTEST:

________________________________

Name: Frank Reeb

Title: City Clerk

ACKNOWLEDGMENT

STATE OF KANSAS )

) SS.

COUNTY OF DOUGLAS )

On this ____ day of ________, 2005, before me, _______________________________, a Notary Public in and for said State, personally appeared DENNIS HIGHBERGER and FRANK REEB, to me personally known, who, being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Lawrence, Kansas, a municipal corporation duly authorized, incorporated and existing under and by virtue of the Constitution and laws of the State of Kansas, and that the seal affixed to the foregoing instrument is the corporate seal of said City, and that said instrument was signed and sealed on behalf of said City by authority of its governing body, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said City.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last above written.

Notary Public - State of Kansas

[SEAL]

My appointment expires _______________________.

COMMERCE BANK, N.A., as Trustee

By:

Name:

Title:

(Seal)

ATTEST:

________________________________

Name:

Title:

ACKNOWLEDGMENT

STATE OF ______________ )

) SS.

COUNTY OF ___________ )

On this ____ day of ____________, 2005, before me, _______________________________, a Notary Public in and for said State, personally appeared _______________________ and ___________________________, to me personally known, who, being by me duly sworn, did say that they are __________________ and __________________, respectively, of Commerce Bank, N.A., a state banking corporation duly authorized, incorporated and existing under and by virtue of the laws of the State of Kansas, and that the seal affixed to the foregoing instrument is the corporate seal of said bank, and that said instrument was signed and sealed on behalf of said bank by authority of its Board of Directors, and said officers acknowledged said instrument to be the free act and deed of said bank.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last above written.

Notary Public

[SEAL]

My appointment expires _______________________.

SANDERS LAND L.L.C.

By:

Name:

Title:

ACKNOWLEDGMENT

STATE OF KANSAS )

) SS.

COUNTY OF DOUGLAS )

On this ____ day of ________, 2005, before me, _______________________________, a Notary Public in and for said State, personally appeared _______________________________, who, being by me duly sworn, did say that he is the _______________________________ of SANDERS LAND L.L.C., a Kansas limited liability company, and that said instrument was signed on behalf of said corporation by authority of its Board of Directors, and said ________________________ acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last above written.

Notary Public - State of Kansas

[SEAL]

My appointment expires _______________________.