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Interlocal Agreement for Presbyterian Manor . \ _.J' . :'-.. . . . t II . ..' INTERLOCAL COOPERATION AGREEMENT . . r This Interlocal Cooperation Agreement pursuan't to the Interlocal Cooperation Act, K.S.A. 12-2901, et seq., as amended (the -Interlocal Cooperation Act-), is entered into by a.nd between the City of Wichita, Kansas (hereinafter referred 'to as the -Issuer-), and the City of Salina, Kansas (hereinafter referred to as "Participant..), authorizinq the City of Wichita, Kansas to issue certain Health Care Facilities Refunding and Improvement Revenue Bonds in one or more series pursuant to K.S.A. 12-1740 to 12- 1749a, inclusive (the MActM) for the purposes set forth herein. WHEREAS, it is anticipated that Issuer will now or hereafter enter into other Interlocal Cooperation AqreemE~nts wi th participating cities including the City of Arkansas City, Kansas, the City of Clay Cen~er, Kan~as, the City of Emporia, Kansas, the City of Hutchinsonl. Kansasl the city of Kansas City, Kansas, the City of _Lawrence, Kansas, the City of Newtonl Kansas, the City of p:arsons, Kansas, the Cf ty of .Salina, Kans.as., the city of Sterling, - Kansas and the City of Topeka, -Kansas. (hereinafter collectively referred to as .ParticipantsM)¡ and WHEREAS, pursuant to the Act, all cities and counties in the Stat& of Kansas are authorized to issue revenue bonds, tb.e proceeds of which may be ~sed for the purpose of paying all or part of the cost of purchasing, acquiring, constructing, reconstructing, improving, equipping ~ furnishing, repairing-, enlslrging or remodeling facilities for . agricultural, commercial, hospital, industri.a).., natural resources I recreational develoJpment. and man~facturing - purp9se.s ; and . .. . . - . .. ... . . .. . WHEREAS, pursuant to K.S.A. 12-1749a, any city or county which has issued revenue bonds under the provisions of th,e Act are further authorized to issue refunding revenue bonds in 'the .anner prescribed by and subject to the provisions of K.S.A. 10-116(a)¡ and WHEREAS, i-n a'ccordance with the provisions of E:. S. A. 12- 1 7418, ci ties have authori ty to issue such revenue bonds to finance facilities" located outside the issuer's boundaries as specifically provided therein¡ and . WHEREAS, each of the Participants have heretofolre issued certain' revenue bonds pursuant to the Act for the ptlrposes of financing facilities which have been or are now leased to . " , . ..,-- , ~ . . . Presbyterian Manors, Inc. as more fully described ill Exhibit A attached hereto and incorporated herein by reference; and WHEREAS, the Interlocal Cooperation Act perIni ts local governmental units to make the most efficient use of their powers by enabling them to cooperate wi th other locali ties, persons, associations and corporations on a basis of mutual ad',antage and thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that will accorël best with geographic, economic, population and other factors influencing the needs and development of local communities; and WHEREAS, each Participant is a "public agency" as such term is defined in K.S.A. 12-2903(a); and WHEREAS, Presbyterian Manors, Inc., a Kansas non-prof~t corporation, currently leases and operates twelve (12) long-term care facilities located throughout the State of Kansas, as well as its corporatø.~ffices 1ocated ~n Wichital Kansas¡ and - .. WHEREAS, Presbyterian .Manors, Inc. has requested that the Participants cooperate wi th one ano~er to facili tate the refunding of certain outstanding bonds previous1y issued by the Participants pursuant to the Act, and to provide funds for constructi:ng certain new =ï.mprovements and additions to existing facili t1e~s located within the boundaries of the respective Participants, in order to secure to the Participants and to Presbyterian Manors, Inc. the economic and other benefits to be derived through the oJ~derly and efficient financing of facili ties and refunding of o11tstandinq !ndebtedness issued for the -purposes of financing certain facili ties lea.sed by the. respecti ve Participan.ts to PrE!.s-by~erian -'" Manor'l Inc. Î ana , WHEREAS, pursuant to the Interloca1 Cooperation Act, the Participant is authorized and empowered to enter j.nto this Interlocal Cooperation Agreement and its governing body has duly authorized the execution and delivery on i t6 behalf of this , Interlocal Cooperation Agreement for the purpose of est:ablishing the relationships and respective duties and obliqatioIls of the parties hereto in accordance with the Act. . NOWI THEREFO~, in consideration of the promises :set forth hereinl and of the mutual benefits to the Participants which shall accrue by virtue of this Interlocal Cooperation Agree12~entl the parties hereto agree as fo1lows: -2- 't .. I ~ , ! . . . . .. , , ) #.. Section 1. This Agreement shall remain in full force and effect until the principal of and interest on all reven'ue bonds and all sums of moz:1ey wi th respect thereto have been paið. in full or provision made for the payment thereof in accordan<:e with the provisions of said bonds and the indentures and related agreements authorizing and securing payment of said bonds; providE~d however I that in no event shall the term of this Agreement extend for a period longer than forty (40) years commencing on the day hereof and terminating at 11:59 p.m. on December 1,2030. Section 2. . -- The Participant hereby covenants and é!Lgrees that: (a) The City of Wichita Kansas as issuer shall authorize and iesue its revenue bonds pursuant to t:he Act for the purpose of refunding outsta~dinq bond~ and to provide funds for constructing ilnprovelD.en~s and add,i tions to exi~ting facilities located within the boundaries of the Participant for commercial purposes to be leased to Presbyterian Mano.;s Inc. all" in accordance .wi'th the. Act. .. (b) All bonds issued by Issuer shall recite therein that said "bonds are issued by Issuer on behalf lof and wi th the consent and approval of the Participant: and . pursuant to the provisions of this Interlocal Cooperation Agreement.. . '. (c) The Issuer is authorized to execute and deliver on behalf of the Participantl indentures of trust ,leases and such other documents and agreements as the govlerning b,ody. of. the ..~ssueÍ: ~aŸ _det~rmine to be neceSSêtXy' 9r desirable to secure payment .of t:he bond"s issued by :Ìssuer # and to evidence Issuer's security interests. ín the facili ties financed through issuance of such boncis and such other revenues or property which may 'from t:lme to time be pledged to secure payment of said bonds. (d) The Issuer is further authorized to execute and deliver such other docwnents I agreements or certificates as shall be necessary to implement and carry OtLt the j.ntention of this Interlocal cooperation Aqreemenit:. Serctlon 3. The Participant hereby authorizes thEt' Issuer to engage in any and all acts and to exercise all of the au'tbori ty and powers # conferred upon the Participant by the Act 2lnd by the Interlocal Cooperation Act wi th respect to any propeJ:~ty loca ted wi thin the Participant I s boundaries and its authori t:k" to is sue revenue bonds pursuant to the Act. -3- - " .. ...' Section 4. Issuer covenants and agrees that it will take no action under and- pursuant to the terms of thit:: Interlocal cooperation Agreement which would result in the abatement of ad valorem taxes levied by Participant on or with respect to facilities leased to Presbyterian Manors, Inc.1 without the express prior written approval of such Participant in accordance with the provisions of K.S.A. 12-1741a and 12-1741b. Section 5. During the term of this Agreement the Issuer shall maintain a written record which shall allocate t,he amount of bonds issued by the Issuer hereunder among the respective Participants in accordance with the amount of procEieds of such bonds utilized to redeem outstanding bonds and to provide additional improvements to the facilities within the jurisdiction of each Participant. In no event may the total amO\lnt of bonds allocated to the Participant exceed the total, amou,nt .of bonds authori~ed by such" P~rticipant pursuant to this Agreement or a le.tter of intent or inducement - resolution duly approved by its governing body. Participant hereby reserves the riqht to increase the amount of authorized bonds which may be all.o(~ated to it hereunder by adoption of-' ei ther an addi tiònal let.ter ()f intent or '-inducement resolution. - . . . Section 6. It is expressly understood and agreed that the Participant shall not be liable in any manner for thE~ payment of any 1 revenue bonds hereafter issued f.or Presbyterian !-ianors I Inc. by the Issuer I and that the authority and designation herein contained shall not relieve Presbyterian Manors, Inc. of its obligations to comply with any applicable ordinances of the Participant .. . - f . , 1 . !. ï . . ; ! . ¡ i . .section 7..: It is not-' ånticipatéd - that . ~he Is~;.uer or t.he Participant 'will incur any significan.t operating or otl.ler expenses in connection with the implementation of this Interlocal Cooperation Agreement. . The Participant hereby finds ancl determines that it is not necessary to provide for the financing or budget of any such expenditures in association herewith. . Section 8. This Interlocal Cooperation Agreement shall be in full force and effect upon execution by the parties hereto and shall not be dependent upon the other Participants entering into similar agreements. . . ~~ction 9. If one or more prov~sions of this Ag~reement are hereafter found void or unenforceable as provisions cont:rary to the law I the remaining provisions shall nevertheless conti:nue in full force and effectl and only such provisions as are specifically found invalid shall be null and without effect. -4- . . ,- . ì -/ THIS DELIVERED A~~.st: (Jd - p-:.t Burnett ,Seal) Attest: J~'1U'~~~' ~~~ . ~T..~ (Seal) ~ AGREEMENT WAS EXECUTED ~ , 1.9 9 0 . AND , ". . ' . .. , :'. '" . .. CITY OF WICHITA, KANSAS y: . . - ~ -5- CITY OF SALINA, KAN~SAS . By: M '8 "'-" , . .. ~ARTICIP1~NT" ;' .. '" . . . . .. .. -- Y GENERAL' . The above and foregoing Interlocal CO~erati~ Ag~~ent is in proper fora and compatible with the laws of the Stat.e of Kansas and i~_~*TFeby approv purs ant to K.S.A. 12-2904 (f), ,as amended, ~~~ ~y ~ i ,1990. . ROBERT T. STEPHEN Atto~~ General Of the State of Kansas - ~ . .. "' ." .. "" ì ... . . .J -6- . , j \, 4 . 1. $2,SOO. 000 City of ArkantU City, Kausas Industrial Revenue Bonds Series IR -1- 77 (Arkt'nqs aty Presbyterian Manor, In~) Date.d March 1, 1977 2. $800 , 000 . City of Arkansas City, K1tn~as Industrial DcYClopmcDt Revenue Bonds Series IR. m - 79 (Arka.,~ Oty Presbyterian Manor, In~) Dated September 1, 1979 $7 ,395,000 Qty of Empoña, Kansas IDdustriaJ RcYeDue Refunding Bonds Series A, 1987 (EP1poria Presbyterian Manor, IDe.) Dated September 1, 1987 $3,415,000 aty of Kal:Jsas City, Ka11Sas Industrial Rcvenue Bonds Series 1987 (K.nsa~ City Presbyterian Manor, Ine.) Dated December ~ 1987 . S2, ()J() ,000 City of Lawrence, KantaS Industria] Revcnue Bonds Series N ovem bel ~ 1975 (Lawrence Presbyterian Manor, Ine.) Dated Novembel" ~ 1975 . 53 ,soo t 000 aty of Lawrcnce, Kansas Industrial Revenue Bonds Series 1986 (Lawrence Presbyterian Manor, Ine.) Dated July 1, 1986 """ - ~ -7- 7. S3,s 10,000 Oty of NcWto~ Kansas Industrial Rcvenue Re.fuuding Bonds Series ~ 1988 (Newton Presbyterian MaDar, In~) Dated Match 1, 1988 8. $2, 000 , 000 a ty of S a.Iina, Kansas Industrial Development Rt~VCDue Bonds Series J une ~ 1978 (Salina Presbyterian Manalr, Ine..) Dated J une ~ 1978 9. S8OO ,000 City 0 f S aIina, }ú. n ~ Industrial Rcvenue Bonds S cries 1987 (Salina Presbyterian Mano:r, Ine.) Dated April 1, 1987 S8,3 20 J 000 City of To pcb, IC.a n sas Industrial Revenuc Bonds Series 1988 (T open Presbyterian Man~)I' J Ine.) Dated June ~ 1988 10. 1L $47885,000 City of Wichita, K~t1(as Industrial Revenue Re.fuucling Bonds S cries I, 1987 (Wichita Presbyterian Manoc, Ine..) Dated May ~ 1987 S67~000 City of Wichita Industrial Revenue Bonds S cries In, 1990 (Wdita Presbyterian Manoc J Inc.) Dated May 1, 1990 12.