presbyterian_manor_resolution

RESOLUTION NO. 7020

A RESOLUTION AUTHORIZING THE EXECUTION OF AN AMENDMENT TO THE INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF LAWRENCE, KANSAS, AND THE CITY OF WICHITA, KANSAS, AND THE ISSUANCE OF CERTAIN HEALTH CARE FACILITIES REVENUE BONDS BY THE CITY OF WICHITA, KANSAS IN THE PRINCIPAL AMOUNT NOT TO EXCEED $110,000,000 PURSUANT TO SUCH INTERLOCAL COOPERATION AGREEMENT.

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WHEREAS, the City of Lawrence, Kansas (the “City”), desires to promote, stimulate and develop the general economic welfare and prosperity of the City and its environs, and thereby to further promote, stimulate and develop the general economic welfare and prosperity of the State of Kansas; and

WHEREAS, the Kansas Interlocal Cooperation Act, K.S.A. 12-2901 et seq., as amended (the “Interlocal Cooperation Act”), permits local governmental units to make the most efficient use of their powers by enabling them to cooperate with other localities, persons, associations and corporations on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that will accord best with geographic, economic, population and other factors influencing the needs and development of local communities; and

WHEREAS, Presbyterian Manors, Inc., a Kansas not-for-profit corporation (the “Corporation”) with a health care facility within the boundaries of the City, previously requested that the City and certain other participating cities (herein referred to as the “Participants”) cooperate with one another to facilitate the refunding of certain outstanding revenue bonds and the financing of construction of improvements and additions to existing facilities (the “Facilities”) located within the boundaries of the respective Participants in order to secure to the Participants and to the Corporation the economic and other benefits to be derived through the orderly and efficient financing of such facilities to be leased by the City of Wichita, Kansas (the “Issuer”) to the Corporation; and

WHEREAS, in furtherance of the purposes set forth above, the City and the other Participants previously entered into Interlocal Cooperation Agreements with the Issuer authorizing the Issuer to issue certain health care facilities improvement and/or refunding bonds, in one or more series, pursuant to K.S.A. 12-1740 to 12-1749d, inclusive, as amended (the “Act”), for the purposes set forth therein; and

WHEREAS, the Corporation has requested that Participants amend the respective Interlocal Cooperation Agreements between the respective Participants and the Issuer to extend the termination date of such Interlocal Cooperation Agreements to December 31, 2054; and

WHEREAS, pursuant to the Interlocal Cooperation Act, the City is authorized to enter into an amendment to its existing Interlocal Cooperation Agreement with the Issuer to coordinate the financing of construction of improvements and additions to the Corporation’s facilities within the City and facilitate the refunding of certain outstanding revenue bonds; and

WHEREAS, pursuant to the Act, the Issuer is authorized to issue certain revenue bonds of the Issuer, and it is hereby found and determined to be advisable and in the interest and for the welfare of the City and its inhabitants that health care facilities revenue bonds, in one or more series, in an aggregate principal amount not to exceed $110,000,000 (the “Bonds”) be authorized and issued by the Issuer for the purpose of (i) refunding all or a portion of the Issuer’s outstanding Health Care Facilities Refunding and Improvement Revenue Bonds Series III, 2004 (Presbyterian Manors, Inc.) (the “Series 2004 Bonds”) and the Issuer’s outstanding Health Care Facilities Refunding and Improvement Revenue Bonds Series III, 2007 (Presbyterian Manors, Inc.) (the “Series 2007 Bonds” and together with the Series 2004 Bonds, the “Existing Bonds”), the proceeds of which were used to finance or refinance the cost of acquiring, purchasing, constructing, renovating, furnishing and equipping the Facilities; (ii) financing the construction of improvements and additions to the Facilities, including the Corporation’s facility located within the limits of the City at 1429 Kasold Dr., Lawrence, Kansas 66049 (iii) funding a debt service reserve; and (iv) paying certain costs of issuance; and

WHEREAS, the Facilities, including the facility located within the limits of the City, are owned by the Issuer and are leased and will continue to be leased to the Corporation; and

WHEREAS, in accordance with notice published on April 9, 2013 in The Lawrence Journal World, a public hearing was held on this date by the Governing Body relating to the proposed issuance of the Bonds, and all interested persons were afforded an opportunity to present their views on the issuance of the Bonds and the location and nature of the Facilities to be financed with the proceeds of the Bonds.

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

Section 1. Pursuant to the Interlocal Cooperation Act and the Act, the Governing Body of the City hereby authorizes the Issuer to issue the Bonds for the purposes of set forth herein. The Bonds will be special limited obligations of the Issuer payable solely from the money and revenue derived by the Issuer from the Facilities and not from any other fund or source. The Bonds will not be general obligations of the Issuer or the City, nor constitute a pledge of the faith and credit of the Issuer or the City, and will not be payable in any manner by taxation.

Section 2. Pursuant to the Interlocal Cooperation Act, the City hereby authorizes the Issuer to execute and deliver on behalf of the City indentures of trust, leases, and such other documents and agreements as the Governing Body of the Issuer may determine to be necessary or desirable to issue and secure payment of the Bonds.

Section 3. The Mayor is hereby authorized and directed to execute such documents, certificates and instruments as may be necessary or desirable to carry out and comply with the purposes and intent of this Resolution and deliver the same for and on behalf of and as the act and deed of the City in the manner provided herein and in the Interlocal Cooperation Agreement by and between the Issuer and the City, as Participant. The City Clerk or any Deputy or Assistant Clerk of the City is hereby authorized and directed to attest the execution of such documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution.

Section 4. The City is hereby authorized to enter into the Amendment to Interlocal Cooperation Agreement with the Issuer (the “Amendment”) in substantially the form presented for review prior to adoption of this Resolution (a copy of which is on file with the City Clerk), with such corrections or amendments thereto as the Mayor may approve, which approval shall be evidenced by the Mayor’s execution thereof. The City Clerk or any Deputy or Assistant Clerk of the City is authorized and directed to attest the Mayor’s signature on the Amendment, to affix the seal of the City, if required, and to submit the Amendment to the Kansas Attorney General for approval in accordance with K.S.A. 12-2904(f).

Section 5. This Resolution shall be in full force and effect after its adoption by the Governing Body.