Lawrence/Golf Course IRB Release Resolution

RESOLUTION NO. 6671

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

__________________________________________________________

WHEREAS, on April 9, 1990, the City of Lawrence, Kansas (the “City”) issued its Industrial Revenue Bonds, Series March 1, 1990 (Golf Course Superintendents Association of America Project), in the aggregate original principal amount of $4,300,000 (the “Series 1990 Bonds”) to acquire, purchase, construct, install and equip a commercial and recreational development facility (the “1990 Project”), including the real property described in Exhibit A hereto (the “Project Site”); and

WHEREAS, the Bonds were issued pursuant to Ordinance No. 6089 passed by the governing body of the City on February 13, 1990 (the “Ordinance”), and pursuant to a Trust Indenture dated as of March 1, 1990 (the “Original Indenture”), between the City and UMB Bank & Trust, N.A., successor to The First National Bank of Lawrence, as trustee (the “Trustee”); and

WHEREAS, in connection with the issuance of the Series 1990 Bonds, the City, as Lessor, and Golf Course Superintendents Association of America, a Delaware corporation, as Lessee (the “Company”), entered into a Lease Agreement dated as of March 1, 1990 (the “Original Lease”), and pursuant to the Original Indenture, the City assigned all of its right, title and interest in the Original Lease (with certain exceptions) to the Trustee as security for the Series 1990 Bonds; and

WHEREAS, on October 28, 1992, the City issued its Industrial Revenue Bonds, Series August 1, 1992 (Golf Course Superintendents Association of America Project), in the aggregate original principal amount of $3,500,000 (the “Series 1992 Bonds), to acquire, purchase, construct, install and equip certain additions to the 1990 Project consisting of additional office buildings and improvements and related machinery and equipment located on the Project Site to be used by the Company for commercial and recreational development purposes (the "1992 Project") (the 1992 Project and the 1990 Project collectively referred to as the “Project”); and

WHEREAS, the Series 1992 Bonds were issued pursuant to Ordinance No. 6348 passed by the governing body of the City on August 18, 1992, and a First Supplemental Indenture dated as of August 1, 1992, between the City and the Trustee, amending and supplementing the Original Indenture (the "First Supplemental Indenture") (the Original Indenture and the First Supplemental Indenture collectively referred to as the “Indenture”); and

WHEREAS, in connection with the issuance of the Series 1992 Bonds, the City and the Company entered into an Amended and Restated Lease Agreement dated as of August 1, 1992 (the “Lease”), amending and restating the Original Lease and leasing the Project for a term ending on January 1, 2003, and pursuant to the Indenture, the City assigned all of its right, title and interest in the Lease (with certain exceptions) to the Trustee as security for the Series 1990 Bonds and the Series 1992 Bonds (collectively, the “Bonds”); and

WHEREAS, Section 11.4 of the Lease requires the Company to purchase the Project for the sum of $100 at the expiration of the lease term and following full payment of the Bonds; and

WHEREAS, the lease term ended on January 1, 2003, Company has paid all rental and additional payments required by the Lease, and all of the Bonds were paid in full as of January 1, 2003; and

WHEREAS, the Company has requested that the City convey title to the Project to the Company and the City desires to convey the Project to the Company in consideration for full payment of the Bonds.

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 Amended and Restated Lease Agreement and Trust Indenture and Release of Mortgage, 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 Amended and Restated Lease Agreement and Trust Indenture and Release of Mortgage, 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 8th day of August, 2006.

(Seal) ___________________________________

Mike Amyx, Mayor

Attest:

Frank S. Reeb, City Clerk

EXHIBIT B

SPECIAL WARRANTY DEED

THIS SPECIAL WARRANTY DEED, made this ____ day of _____________, 2006, 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 GOLF COURSE SUPERINTENDENTS ASSOCIATION OF AMERICA, a Delaware corporation (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 following described REAL ESTATE, situated in the County of Douglas, State of Kansas:

Lot 1, Oread West No. 7 in the City of Lawrence, Douglas County, Kansas.

Subject to: (1) those liens and encumbrances, if any, to which the real estate was subject when conveyed to Grantor, (2) those liens and encumbrances created by Grantee or to the creation or suffering of which Grantee consented; and (3) those liens and encumbrances resulting from the failure of Grantee to perform or observe any of the agreements on its part contained in an Amended and Restated Lease Agreement dated as of August 1, 1992, between Grantor and Grantee.

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 any 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: Mike Amyx

Title: Mayor

(Seal)

ATTEST:

________________________________

Name: Frank S. Reeb

Title: City Clerk

ACKNOWLEDGMENT

STATE OF KANSAS )

) SS.

COUNTY OF DOUGLAS )

On this ____ day of _______________, 2006, before me, _______________________________, a Notary Public in and for said State, personally appeared MIKE AMYX 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 AMENDED AND RESTATED LEASE AGREEMENT

AND TRUST INDENTURE

AND RELEASE OF MORTGAGE

WHEREAS, the Bonds were issued pursuant to Ordinance No. 6089 passed by the governing body of the City on February 13, 1990 (the “Ordinance”), and pursuant to a Trust Indenture dated as of March 1, 1990 (the “Original Indenture”), between the City and UMB Bank & Trust, N.A. as successor to The First National Bank of Lawrence, as trustee (the “Trustee”); and

WHEREAS, a Memorandum of Lease Agreement dated as of March 1, 1990, was filed for record in the office of the Register of Deeds of Douglas County, Kansas, on April 9, 1990, in Book 443, Page 66; and

WHEREAS, a Memorandum of Amended and Restated Lease Agreement dated as of August 1, 1992, was filed for record in the office of the Register of Deeds of Douglas County, Kansas, on October 29, 1992 in Book 482, Page 16; and

WHEREAS, in connection with the issuance of the Series 1992 Bonds, the Company granted, conveyed, bargained, sold and mortgaged certain property, including the Company’s interest in the Lease, to UMB Bank & Trust, N.A. successor to The First National Bank of Lawrence, (the “Mortgagee”) pursuant to a Leasehold Mortgage, Assignment of Rents and Leases and Security Agreement (“Mortgage”) filed for record in the office of the Register of Deeds of Douglas County, Kansas, on October 29, 1992, in Book 482, Page 21; and

WHEREAS, Section 11.4 of the Lease requires the Company to purchase the Project for the sum of $100 at the expiration of the lease term and following full payment of the Bonds; and

WHEREAS, the lease term ended on January 1, 2003, Company has paid all rental and additional payments required by the Lease, and all of the Bonds were paid in full as of January 1, 2003;

WHEREAS, the purchase of the Project by the Company pursuant to the Lease terminates the Lease; and

WHEREAS, because all of the Bonds were paid in full as of January 1, 2003, and all other sums payable under the Indenture have been paid, the Indenture has been fully released, satisfied and discharged; and

WHEREAS, because all obligations of the Company secured by the Mortgage have been paid, satisfied and discharged, and the Mortgagee desires to release the Mortgage; and

WHEREAS, the City, the Trustee, the Mortgagee and the Company desire to evidence the termination of the Lease, the Indenture, and the Mortgage;

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

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

IN WITNESS WHEREOF, the parties named above have caused this Termination of Amended and Restated Lease Agreement and Release of Mortgage to be duly executed in their respective corporate names as of this ______ day of ______________, 2006.

CITY OF LAWRENCE, KANSAS,

By:

Name: Mike Amyx

Title: Mayor

(Seal)

ATTEST:

________________________________

Name: Frank Reeb

Title: City Clerk

UMB BANK & TRUST, N.A. successor to THE FIRST NATIONAL BANK OF LAWRENCE, as Trustee and as Mortgagee

By:

Name:

Title:

(Seal)

ATTEST:

________________________________

Name:

Title:

GOLF COURSE SUPERINTENDENTS ASSOCIATION OF AMERICA

By:

Name:

Title:

ACKNOWLEDGMENT

STATE OF KANSAS )

) SS.

COUNTY OF DOUGLAS )

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 _______________________.

ACKNOWLEDGMENT

STATE OF KANSAS )

) SS.

COUNTY OF ___________ )

On this ____ day of _______________, 2006, 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 UMB Bank & Trust, N.A. a national banking association duly authorized, incorporated and existing under and by virtue of the laws of the United States, 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 - State of Kansas

[SEAL]

My appointment expires _______________________.

ACKNOWLEDGMENT

STATE OF KANSAS )

) SS.

COUNTY OF DOUGLAS )

On this ____ day of _______________, 2006, 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 GOLF COURSE SUPERINTENDENTS ASSOCIATION OF AMERICA, a Delaware corporation, 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 _______________________.