RESOLUTION NO. 6959
A RESOLUTION AUTHORIZING THE CITY OF LAWRENCE, KANSAS TO CONVEY CERTAIN REAL AND PERSONAL PROPERTY TO SCHLUMBERGER TECHNOLOGY CORPORATION; 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 Industrial Revenue Bonds, B. F. Goodrich Project, Series December 1, 1967, in the aggregate original principal amount of $3,700,000 (the “Series 1967 Bonds”) and its Industrial Revenue Bonds, Series of January 1, 1976 (TRW Inc. Project) in the aggregate original principal amount of $1,000,000 (the Series 1976 Bonds, and together with the Series 1967 Bonds, the “Bonds”) to acquire, construct and equip certain property, including the real property known as:
All that part of the Northeast Quarter of Section 23, Township 12 South, Range 19 East of the 6th Principal Meridian, in Douglas County, Kansas, described as follows:
Beginning at a point 933.4 feet south and 66 feet east of the northwest corner of said Quarter Section; thence easterly along a line 933.4 feet South of, normally distant from and parallel to the north line of said Quarter Section a distance of 1922.2 feet, more or less, to a point 660 feet .west of the east line of said Quarter Section; thence Southerly along a line 660 feet west of, normally distant from and parallel to said east Quarter Section line a distance of 485.2 feet to a point of curve; thence southwesterly along a curve to the right having a radius of 593.81 feet, an arc distance of 74.0 feet to a point of compound curve; thence continuing southwesterly along a curve to the right having a radius of 444.45 feet an arc distance of 643.1 feet, more or less to a point 1883.4 feet south of and normally distant from said north Quarter Section line; thence westerly along a line tangent to last above described course and 1883.4 feet southerly of, normally distant from and parallel to said north Quarter Section line a distance of 1474.0 feet to a point 66 feet east of and normally distant from the west line of said Quarter Section; thence northerly along a line 66 feet east of normally distant from and parallel to said west Quarter Section line a distance of 950 feet to the Point of Beginning.
(the real property and improvements financed in whole or in part out of Bond proceeds being collectively referred to as the “Project”); and
WHEREAS, in connection with the Series 1967 Bonds, the City, as landlord, and The B. F. Goodrich Company, as tenant (the “B.F. Goodrich”), entered into a Lease dated as of December 1, 1967 (the “1967 Lease”); and
WHEREAS, pursuant to an assignment by B.F. Goodrich to TRW, Inc., B.F. Goodrich assigned its interest in the 1967 Lease to TRW, Inc., which assignment was consented to by the City pursuant to that certain Consent and Agreement dated January 8, 1976; and
WHEREAS, in connection with the Series 1976 Bonds, the City, as landlord, and TRW, Inc., as tenant, entered into a Lease dated as of January 1, 1976 (the “1976 Lease”); and
WHEREAS, pursuant to that certain Assignment and Assumption of Lease dated September 29, 1988 between TRW, Inc. and Camco, Incorporated, TRW, Inc. assigned its interest in the 1967 Lease and the 1976 Lease to Camco, Incorporated; and
WHEREAS, the City has been provided with a certificate from Schlumberger Technology Corporation that it is the appropriate successor to Camco, Incorporated;
WHEREAS, Article XVI of the 1967 Lease and Article XIII of the 1976 Lease gives the Tenant the right to purchase the Project upon payment in full of the Bonds; and
WHEREAS, the Tenant has paid the Bond in full and desires to exercise its option to purchase the Project.
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 to the Tenant of the Project is hereby approved.
Section 2. Authorization of Documents. The City hereby authorizes and approves a Deed, a Bill of Sale and a Termination of Lease Agreement which terminates the 1967 Lease and the 1976 Lease. The Mayor is hereby authorized and directed to execute the Deed, the Bill of Sale and the Termination of Lease Agreement. The Clerk is hereby authorized and directed to attest to such documents, for and on behalf of the City.
Section 3. Further Authority. The Mayor, City Manager, City Clerk and other officers and agents of the City are hereby authorized and directed to execute and deliver such other documents and certificates as may be necessary to transfer to the Project to the Tenant, terminate all interest of the City in the Project and carry out the intent of this Resolution.
Section 4. Effective Date. This Resolution shall take effect and be in force and effect from and after its adoption.
ADOPTED by the governing body of the City of Lawrence, Kansas, this ___ day of ________________, 2011.
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(SEAL) Aron E. Cromwell, Mayor
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Jonathan M. Douglass, City Clerk