90-4156 Presbyterian Manor IRB Lease AgrKuhn Cox
LF�
1
L�
RESOLUTION NUMBER 90-4156
A RESOLUTION AUTHORIZING THE CITY OF SALINA, KANSAS, TO
ACCEPT AND CONSENT TO THE ASSIGNMENT BY SALINA PRESBYTERIAN
MANOR, INC., TENANT PURSUANT TO A CERTAIN LEASE AGREEMENT DATED
AS OF JUNE 1, 1978, AS SUPPLEMENTED BY A SUPPLEMENTAL LEASE DATED
AS OF APRIL 1, 1987 OF ITS INTEREST IN SAID LEASE BY VIRTUE OF A
MERGER OF SALINA PRESBYTERIAN MANOR, INC., A KANSAS NON-PROFIT
CORPORATION INTO PRESBYTERIAN MANORS, INC., A KANSAS NON-PROFIT
CORPORATION PURSUANT TO WHICH THE CORPORATE EXISTENCE OF SALINA
PRESBYTERIAN MANOR, INC. WILL TERMINATE AND PRESBYTERIAN MANORS,
INC. WILL SUCCEED TO ALL LIABILITY AND RIGHTS OF SALINA
PRESBYTERIAN MANOR, INC.
- WHEREAS, by Ordinance Number 8639, adopted June 5, 1.978 (the
"1978 Ordinance") , the Governing Body of the City of Salina, Kansas (the
"Issuer") , issued its Industrial Development Revenue Bonds, Series June 1,
1978, (Salina Presbyterian Manor, Inc.) , in the original principal amount of
$2,000,000, dated June.1, 1978 .(the "1978 Bonds"); and
WHEREAS, by Ordinance Number 87-9180, adopted April 20, 1987, (the
111987 Ordinance"), the Governing Body of the City of Salina, Kansas, issued its
Industrial Revenue Bonds, Series 1987 (Salina Presbyterian Manor, Inc.), in the
original principal amount of $800,000, dated April 1, - 1987 (the "1987 Bonds");
and
WHEREAS, the 1987 Bonds are on a parity with and equal in priority
and lien with the 1978 Bonds (the 1.978 Bonds and the 1987 Bonds are
hereinafter collectively referred to as the "Bonds") ; and.
WHEREAS, the Issuer has heretofore entered into a certain Lease (the
"Lease"), dated as of June 1, 1978 with Salina Presbyterian Manor, Inc., (the
'Tenant"), as supplemented by a Supplemental Lease (the 111987 Lease") dated as
of April 1, 1987 (said 1978 Lease and 1987 Lease hereinafter collectively referred
to as the "Lease") ; and
WHEREAS, the Salina Presbyterian Manor, Inc. has heretofore entered
into separate Guaranty Agreements (the "Guarantys") dated as of June 1, 1978
and April 1, 1987 by and between Salina Presbyterian Manor, Inc. and
Presbyterian Manors, Inc. (formerly United Presbyterian Foundation of Kansas) ,
as Guarantors, and First Bank and Trust Company, Salina, Kansas, as Trustee;
and
WHEREAS, pursuant to the provisions of said Lease the City may
consent to the' assignment of the right, title and interest in and to said Lease by
Tenant; and
WHEREAS, Salina Presbyterian Manor, Inc. wishes to assign its
leasehold interest by virtue of a merger of Salina Presbyterian Manor, Inc., a
Kansas non-profit, corporation. into Presbyterian Manors,. Inc. (the "Assignee"),
pursuant to which the corporate existence of Salina Presbyterian Manor, Inc. will
terminate and Presbyterian Manors, Inc. will succeed to all liability and rights of
Salina Presbyterian Manor, Inc.; and
WHEREAS, all the conditions set forth in the Lease required to be
satisfied prior to an assignment by Tenant of its right; title and interest in and
to said Lease have been satisfied, SO NOW, THEREFORE
BE IT RESOLVED by the Governing Body of the City of Salina,
Kansas:
Section 1. The assignment of the right, title and interest in said
Lease andu�ys is hereby accepted and approved and shall become effective
upon the consents and approvals pursuant to the provisions of the Lease.
KA,Cox Printing — Salina, Kansas
1
1
I
Section 2. Effective on the date Salina Presbyterian Manor, Inc. is
merged with an into Presbyterian Manors, - Inc. , Assignee shall assume all right,
title and interest in and to the Lease and Guarantys.
Section 3. This resolution shall take effect and be in force from and
after its passage.
Adopted by the Board of Commissioners and signed by the Mayor this
18th day, of January, 1990.
[SEAL]
IATTEST:
Jacgquine Shiever, City Clerk
sep Warner, Mayor