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8.11 IRB Lease Assignment CITY OF SALINA RE(~JEST FOR COMMISSION ACTION DATE TIME . . . 2/6/89 ~:o0 P.M. AGENDA SECTION: Administration ORIGINATING DEPARTMENT: APPROVED FOR NO. 8 City Attorney AGENDA: ITEM BY: Gre~l Benl)tson BY: ReSolution No. 89-4059, A RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE AN ASSIGNMENT OF THE LEASE BETWEEN THE CITY OF SALINA AND CPV HEALTH CARE CENTER, INC., DATED AS OF OCTOBER 1, 1988, TO BANK IV WICHITA, N.A., WICHITA, KANSAS, TRUSTEE; AND A NOTICE OF SUCH LEASE AND ITS ASSIGNMENT. Backoround In October of 1988, the City entered into a new lease for the College Park Village Retirement Center-Nursing and Community Center project with CPV Health Care Center, Inc. The City's trustee for this 1985 issuance of industrial revenue bonds in the amount of $2,400,000 is BANK IV Wichita, N.A. In order to finalize the new lease transaction, counsel for the trustee has submitted an Assignment of Lease for signature by the Mayor. The Assignment of Lease assigns the new lease from the City to the trustee to enable the trustee to carry out the rights and responsibilities of the City under the lease pursuant to the .terms of the trust indenture dated NOvember 1, 1985, between the City and BANK IV Wichita, N.A. The Notice of Lease serves the purpose of providin~ public notice of the existence of the lease and the assignment of the lease by the City to the trustee. Recommendati on Staff recommends you authorize the Mayor to sign both the Assignment of Lease and the Notice, through passage of this Resolution. Attachments CO~IISS ION ACTION MOTION BY SECOND BY TO: ASSIGNMENT OF LEASE KNOW ALL MEN BY THESE PRESENTS, That: WHEREAS, the City of Salina, Kansas, a municipal corporation, has heretofore entered into a Lease by and between said City, as Issuer, and CPV Health Care Center, Inc., a Kansas corporation, as Tenant; and WHEREAS, Said Lease covers the property described in Schedule I attached hereto; and WHEREAS, said Lease ts for a term beginning as of October 1, 1988, and expiring November 1, 2005; and WHEREAS, said City of Salina, Kansas, has issued its Industrial Revenue Bonds, (College Park Village Retirement Center Nursing and Community Center Project), Series 1985 payable solely and only from the money and revenue received from the fees charged and rentals received from the project described in Schedule I attached hereto, (the "Project"), and said Project has been pledged to payment of said Series 1985 Bonds; and . WHEREAS, BANK IV Wichita, National Association (formerly The Fourth National Bank and Trust Company), Wichita, Kansas, has been designated as Trustee pursuant to the terms of a Trust Indenture dated as of November 1, 1985 by and between the City of Saltna, Kansas and BANK IV Wichita, National Association, as Trustee, and under which Trust Indenture the Trustee is authorized and empowered to perform the duties of the City of Salina, Kansas, and to make disbursements as required thereunder and to perform, insofar as it legally can, all acts otherwise required of the City of Salina, Kansas, in connection with said Trust Indenture and said Lease. NOW, THEREFORE, in consideration of the sum of One ($1.00) Dollar and other good and valuable consideration, including the acceptance by BANK IV Wichita, National Association, Wichita, Kansas, of all of the duties under said Lease, the City of Salina, Kansas, by authority of its governing body, does hereby sell, assign, transfer and set over unto BANK IV Wichita, National Association, all of the right, title and interest of the Lessor, the City of Salina, Kansas, for the purpose of exercising the rights and performing and - 1 - carrying out the duties and obligations of the City under said Lease to the extent that such rights and duties may be lawfully assigned by the City and excepting only such rights and duties which, in the context in which they appear in said Lease, are capable of being exercised or performed only by the City. This Assignment shall be and is for the benefit of owners of said Industrial Revenue Bonds (College Park Village Retirement Center Nursing and Community Center Project), Series 1985. This Assignment shall be null and void upon full payment of said Industrial Revenue Bonds and the expiration of the duties of said Trustee. This Assignment of Lease shall be effective as of October 1, 1988, and shall inure to the benefit of and be reassigned by BANK IV Wichita, National Association, Wichita, Kansas, to any successor trustee as provided in said Trust Indenture and Lease. IN WITNESS WHEREOF, the City of Salins, Kansas, has set its hand by its Mayor and attested by the City Clerk and the corporate seal of the City to be affixed hereto this day Of , 1989. CITY OF SALINA, KANSAS By: Sydney Soderberg ~ ATTEST: Robert K. Biles, City Clerk - 2 - ACKNOWLEDGMENTS STATE OF KANSAS ) ) SS: COUNTY OF SALINE) BE IT REMEMBERED that on this day of 1989, before me, a notary public in and for said County and State, came Sydney Soderberg, Mayor of the City of Salina, Kansas, and Robert K. Biles, City Clerk of said City, who are personally known to me to be the same persons who executed, as such officers, the within instrument on behalf of said City, and such persons duly acknowledged the execution of the same to be the act and deed of said City. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year last above written. Notary Public in and for said County and State My Appointment Expires: ACKNOWLEDGMENT AND ACQ,~TANCE OF TRUSTEE I, the undersigned, J. Steven Larigan, a duly authorized, qualified and acting Trust Officer of BANK IV Wichita, National Association, Wichita, Kansas, hereby acknowledge and accept, as assignee, the above and foregoing Assignment of Lease by the City of Salina, Kansas, of all of its right, title and interest, as Lessor, in and to a certain Lease dated as of October 1, 1988, by and between the City of Salina, Kansas, as Issuer, and CPV Health Care Center, Inc., as Tenant. BANK IV Wichita, National Association, Wichita, Kansas By: J. Steven Larigan, Trust Officer - 3 - SCHEDULE I SCHEDULE I TO THE INDENTURE OF TRUST OF THE CITY OF SALINA, KANSAS, AND BANK IV WICHITA, NATIONAL ASSOCIATION, FORMERLY THE FOURTH NATIONAL BANK AND TRUST COMPANY, WICHITA, AS TRUSTEE, DATED AS OF NOVEMBER 1, 1985, AND TO THE LEASE DATED AS OF OCTOBER 1, 1988, BY AND BETWEEN SAID CITY AND CPV HEALTH CARE CENTER, INC. PROPERTY SUBJECT TO LEASE (a) The following described real estate located in Lot 1, Block 1, Wheatrtdge Addition to the City of Saltna, Saline County, Kansas, to wit: Commencing at the Southwest corner of said Lot One (1); thence North along the West line of said Lot One (1) a distance of 707.26 feet to a point; thence South 86 degrees 20'17" East a distance of 437.81 feet; thence South 76 degrees 56'18" East a distance of 352.58 feet to the point of beginning, said point of beginning being the Back of the East Curb Line of Florida Street; thence continuing South 76 degrees 56'18" East a distance of 279.15 feet; thence South 81 degrees 05'59" East a distance 160.94 feet; thence South along the East line of said Lot One (1) a distance 232.88 feet to a point; thence North 89 degrees 48'59" West a distance of 218.00 feet; thence North 65 degrees 55'59" West a distance of 336.00 feet to a point on the Back of the East Curb Line of Florida Street; thence NorthNortheasterly along said East Curb Line on a curve the radius of which is 1100 feet, a distance of 232.5 feet, said curve having a chord of 232.00 feet on a bearing of North 22 degrees 50'01" East to the point of beginning, said tract containing 3.0 acres more or less. said real property constituting the "Land" as referred to in said Lease. (b) All buildings, improvements, machinery and equipment now or hereafter constructed, located or installed on the Land pursuant to said Lease, constituting the "Improvements" as referred to in said Lease and said Indenture, and more specifically described as follows: The facility will consist of a 60 resident nursing center and a community center to be located on a 3 acre site. The structure will be a 32,500 square foot single story structure and will contain a fully furnished and equipped nursing center. In addition to the nursing center facilities, the community center will contain the following: therapy facilities, activity rooms and separate dining room. the property described in paragraphs (a) and (b) of this Schedule I together constituting the "Project" as referred to in said Lease and said Indenture. NOTICE Public notice is hereby given that the City of Salina, Kansas, a municipal corporation, has leased to CPV Health Care Center, Inc., the property located in Saline County, Kansas, described in Schedule I attached hereto (the "Project"). Said Lease is dated as of October 1, 1988, expires November 1, 2005, provides for an early termination in the event of the happening of certain contingencies, provides an option to purchase the Project for prices and on terms set forth in said Lease, and contains various other covenants, terms and conditions. A copy of said Lease is and will remain permanently on file in the Office of the City Clerk of Saltna, Kansas. The Lessor's interest in said Lease has been assigned by the City of Salina, Kansas, to BANK IV Wichita, National Association, in the City of Wichita, Kansas, Trustee, as additional security for the purposes set out in said assignment in connection with the issuance by the City of Salina, Kansas of $2,400,000 Industrial Bonds, Series 1985 of said City (the "Bonds"), such Bonds being payable solely and only from the money and revenue received from the fees charged and rentals received for the use of the project, and all of the above described property and the net rentals therefrom have been pledged to the payment of said Bonds. Executed by authority of the governing body of the City of Salina, Kansas, this day of , 1989. CITY OF SALINA, KANSAS By: Sydney Soderberg, Mayor ATTEST: Robert K. Biles, City Clerk - 1 - ACKNOWLEDGMENTS STATE OF KANSAS ) ) SS: COUNTY OF SALINE) BE IT REMEMBERED that on this day of , 1989, before me, a notary public in and for said County and State, came Sydney Soderberg, Mayor of the City of Salina, Kansas, and Robert K. Biles, City Clerk of said City, who are personally known to me to be the same persons who executed, as such officers, the within instrument on behalf of said City, and such persons duly acknowledged the execution of the same to be the act and deed of said City. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year last above written. Notary Public in and for said County and State My Appointment Expires: - 2 - SCHEDULE I SCHEDULE I TO THE INDENTURE OF TRUST OF THE CITY OF SALINA, KANSAS, AND BANK IV WICHITA, NATIONAL ASSOCIATION, FORMERLY THE FOURTH NATIONAL BANK AND TRUST COMPANY, WICHITA, AS TRUSTEE, DATED AS OF NOVEMBER 1, 1985, AND TO THE LEASE DATED AS OF OCTOBER 1, 1988, BY AND BETWEEN SAID CITY AND CPV HEALTH CARE CENTER, INC. PROPERTY SUBJECT TO LEASE (a) The following described real estate located in Lot 1, Block 1, Wheatridge Addition to the City of Salina, Saline County, Kansas, to wit: Commencing at the Southwest corner of said Lot One (1); thence North along the West line of said Lot One (1) a distance of 707.26 feet to a point; thence South 86 degrees 20'17" East a distance of 437.81 feet; thence South 76 degrees 56'18" East a distance of 352.58 feet to the point of beginning, said point of beginning being the Back of the East Curb Line of Florida Street; thence continuing South 76 degrees 56'18" East a distance of 279.15 feet; thence South 81 degrees 05'59" East a distance 160.94 feet; thence South along the East line of said Lot One (1) a distance 232.88 feet to a point; 'thence North 89 degrees 48'59" West a distance of 218.00 feet; thence'North 65 degrees 55'59" West a distance of 336.00 feet to a point on the Back of the East Curb Line of Florida Street; thence NorthNortheasterly along said East Curb Line on a curve the radius of which is 1100 feet, a distance of 232.5 feet, said curve having a chord of 232.00 feet on a bearing of North 22 degrees 50'01" East to the point of beginning, said tract containing 3.0 acres more or less. said real property constituting the "Land" as referred to in said Lease. (b) All buildings, improvements, machinery and equipment now or hereafter constructed, located or installed on the Land pursuant to said Lease, constituting the "Improvements" as referred to in said Lease and said Indenture, and more specifically described as follows: The facility will consist of a 60 resident nursing center and a community center to be located on a 3 acre site. The structure will be a 32,500 square foot single story structure and will contain a fully furnished and equipped nursing center. In addition to the nursing center facilities, the community center will contain the following: therapy facilities, activity rooms and separate dining room. the property described in paragraphs (a) and (b) of this Schedule I together constituting the "Project" as referred to in said Lease and said Indenture.