RESOLUTION NO.  6636

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

            __________________________________________________________

            WHEREAS, the City of Lawrence, Kansas (the “City”) issued its $6,750,000 Commercial Development Revenue Refunding Bonds (Holiday Inn Project) Senior Series 1997A (the “Series A Bonds”) and its $2,330,000 Commercial Development Refunding Bonds (Holiday Inn Project) Subordinate Series 1997B (the “Series B Bonds” and the Series B Bonds along with the Series A Bonds collectively, the “Bonds”), in the aggregate original principal amount of $9,080,000, to refinance a commercial facility located within the City and legally described on Exhibit A attached hereto  (the real property, building, equipment 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 the Trust Indenture, dated as of January 1, 1997 (the “Indenture”) between the City and JPMorgan Chase Bank, National Association, as successor trustee (the “Trustee”); and

            WHEREAS, in connection with the issuance of the Bonds, the City, as lessor, and Lawrence Hospitality Associates, L.P., a Kansas limited partnership (the “Company”), as lessee, entered into an Amended and Restated Lease Agreement, dated as of January 1, 1997 (the “Lease”); and

            WHEREAS, the Series B Bonds are no longer outstanding; and

            WHEREAS, the Company has defaulted under the Lease and at the direction of the Trustee has conveyed title to Lawrence Hotel Holding Company, LLC (“Lawrence Hotel”); and

            WHEREAS, Lawrence Hotel has entered into an agreement to sell the Project to Lawrence W & K Hotel, LLC, a North Carolina limited liability company (the “Purchaser”); and

            WHEREAS, the Company and the Trustee have requested that the City convey title to the Project to the Purchaser and to terminate the Lease upon such conveyance; and

            WHEREAS, the Company and the Trustee have agreed to release the City from any liability for conveying title to the Project to the Purchaser in exchange for a mutual release from the City; and

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

            Section 1.  Approval of Transfer, Lease Termination and Mutual Release.  At the request of the Company and the Trustee, the transfer by the City to the Purchaser of the Project is hereby approved, the termination of the Lease is hereby approved and the mutual releases with the Company and Trustee are hereby approved.

            Section 2.  Authorization of Documents.  The City hereby authorizes and approves the execution of a Quit Claim Deed in substantially the form of Exhibit B and such other documents necessary to complete the sale of the Project to Purchaser and to terminate the Lease (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 a quit claim deed, bill of sale, lease termination and other documents necessary to complete the sale of the Project to Purchaser and terminate the Lease 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, terminate the Lease 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 City Commission of the City of Lawrence, Kansas, this 14th day of March, 2006.

                                                                        By:

                                                                                                               Mayor

(Seal)

Attest:

By:

            City Clerk

Resolution – Lawrence Holidome

                                                                    EXHIBIT A

                                                          LEGAL DESCRIPTION

            The following described real estate in Douglas County in the State of Kansas:

Lot 9, Mount Hope Addition, an Addition to the City of Lawrence, Kansas, Douglas County, as shown on the recorded plat thereof .

EXHIBIT B

QUIT CLAIM DEED

            THIS QUIT CLAIM DEED, made this ________ day of March, 2006, between the CITY OF LAWRENCE, KANSAS, a political subdivision and municipal corporation duly organized, incorporated and existing under and by virtue of the laws of the State of Kansas (the “Grantor”), and W 7 K HOTEL, LLC, a North Carolina limited liability company (the “Grantee”), whose mailing address is __________________________________________________:

            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 remise, release and forever quitclaim unto GRANTEE, all of the Grantor's interest in the REAL ESTATE, situated in the County of Douglas, State of Kansas, as described as follows:

            Lot 9, Mount Hope Addition, an Addition to the City of Lawrence, Kansas, Douglas County, as shown on the recorded plat thereof

.

            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

                                                                                    _______________________________________

[SEAL]                                                                        Name:  Dennis Highberger

                                                                                    Title:  Mayor

ATTEST:

____________________________________

Name:  Frank Reeb

Title:  City Clerk

                                                          ACKNOWLEDGMENT

STATE OF KANSAS              )

                                                )  SS.

COUNTY OF DOUGLAS       )

            On this ____ day of March, 2006, 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 and political subdivision 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 corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its governing body, and said Mayor and City Clerk 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 _______________________.