14-7078 Ovation Cabinetry Property TransferRESOLUTION NO. 14-7078
A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS
AUTHORIZING THE SALE AND CONVEYANCE OF CERTAIN PROPERTY TO
OVATION CABINETRY, INC.
WHEREAS, pursuant to Ordinance No. 01-10031 and the Bond Agreement dated as of May 1, 2001. the City
of Salina, Kansas (the 'Issuer") has previously issued its Taxable Industrial Revenue Bonds, Series A. 2001
o (Ovation Cabinetry. Inc.) in the original aggregate principal amount of $1.175.000 and its Subordinated
Industrial Revenue Bonds; Series B. 2001 (Ovation Cabinetry. Inc.) in the original aggregate principal amount
of 5275.000 0ointly the 'Bonds") to finance the cost of acquiring, purchasing, constructing and equipping a
certain facility to be used for manufacturing purposes (the "Project") and leased to Ovation Cabinetry. Inc.. a
Kansas corporation (the "Tenant"), pursuant to a Lease dated as of May 1, 2001 between the City and the
Tenant (the "Lease"); and
WHEREAS, the Tenant desires to exercise its option to purchase the Project under Section 17.1 of the Lease
and is not in default under the Lease: and
WHEREAS, the Tenant had made all the payments of Basic Rent and Additional Rent pursuant to the Lease
and all principal and interest on the Bonds has been paid or payment has been provided for: and
WHEREAS, Simmons First National Bank, as successor to Security Savings Bank, F.S.B.. Salina. Kansas, as
owner of the Series A. 2001 Bonds and fiscal and paying agent for the Bonds, has certified that no Bonds
remain outstanding: and
WHEREAS, the Tenant has provided the City written notice of its intent to exercise its option to purchase the
THEREFORE, BE IT RESOLVED BY THE GOVERtNING BODY OF THE CITY OF
'A, KANSAS:
Section 1. The Mayor and Clerk are authorized and directed to execute and deliver to the Tenant a special
warranty deed substantially in the form set forth on Exhibit A and a bill of sale substantially in the form set forth
in Exhibit B attached hereto, transferring title to the Project to the Tenant. The Mayor and Clerk are hereby
further authorized and directed to execute a Release of Lease, substantially in the form attached hereto as
Exhibit C, and deliver same to the Tenant.
2. The Mayor and Clerk are hereby further authorized and directed to sign such other instruments and
:s as shall be necessary and desirable in connection with this Resolution, and are hereby further
d to take such further actions as may be necessary to accomplish the purposes of this Resolution.
DOPTED by the goveming body of the City of Salina, Kansas on February 3. 2014.
CITY OF SALINA. KANSAS
1(/`u
Barbara P
Shirley, Mayor
[SEAL]
,Laa4,0Cz wa-fGd—
Shandi Ricks. CMC, Interim City Clerk
1
EXHIBIT A
THIS CONVEYANCE IS FOR THE PURPOSE OF RELEASING SECURITY FOR A DEBT OR
OTHER OBLIGATION AND IS EYEDIPT FROM THE REQUIREMENTS OF A SALES
VALIDATION QUESTIONNAIRE PURSUANT TO K.S.A. 79-1437e(2).
® SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED, made February 3, 2014 between the City, of Salina,
Kansas, a municipal corporation, as Grantor, and Ovation Cabinetry, Inc., a Kansas corporation, as Grantee;
WITNESSETH, that said Grantor, in furtherance of the terms of a certain Lease dated as of May 1,
2001 between Grantor and Grantee, and as authorized by a Resolution duly adopted by the governing body
of the Grantor, and by these presents does hereby convey to Grantee, its successors and assigns, all the
following described real estate in Saline County, Kansas:
The West 325.00 feet of Lot Two (2), Block One (1) of the Airport Industrial Center
Subdivision of Salina. Saline County. Kansas,
for the sum of $100.00 and other valuable consideration:
TO HAVE AND TO HOLD, the premises described, with all and singular the rights, privileges,
appurtenances and immunities thereto belonging or in any way appertaining, to Grantee and to its successors
and assigns forever: and Grantor hereby covenants that the premises are free and clear of all encumbrances
whatsoever, except (a) those to which the title was subject on the date of conveyance to Grantor, or to which
title became subject with Grantee's written consent, or which resulted from any failure of Grantee to perform
any of its covenants or obligations under the Lease from Grantor referred to above, (b) taxes and
assessments, general and special, if any, and (c) the rights, titles and interests of any party hawing
condemned or attempting to condemn title to, or the use for a limited period of. all or any part of the
premises conveyed; and that it will warrant and defend the title to the premises to Grantee and Grantee's
successors and assigns forever against the lawful claims and demands of anyone claiming by, through or
under it.
IN WITNESS WHEREOF, Grantor has executed this deed and affixed its corporate seal on the
day and year first above written.
[SEAL]
ATTEST:
Shandi Wicks, Interim City Clerk
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A-1
CITY OF SALINA, KANSAS
a municipal corporation
Barbara V. Shirley, Mayor
STATE OF KANSAS )
) SS:
COUNTY OF SALINE )
The foregoing instrument was acknowledged before me this day of February, 2014 by Barbara
V. Shirley, Mayor, and Shandi Wicks, Interim City Clerk, respectively, of the City of Salina, Kansas, on
behalf of said City.
® [SEAL]
Notary Public
My appointment expires:
SOS\600596.064\PURCHAS E\TRANS FER
A-2
EXHIBIT B
BILL OF SALE
In furtherance of the terms of a certain Lease dated as of Mav I. 2001 between the Cite of Salina.
Kansas, as Assignor, and Ovation Cabinetry, Inc., a Kansas corporation; as Assignee, and for valuable
consideration, Assignor hereby transfers, assigns and conveys to Assignee, all personal property purchased
with the proceeds of the City of Salina, Kansas, Taxable Industrial Revenue Bonds, Series A, 2001 (Ovation
Cabinetrv, Inc.) and its Subordinated Industrial Revenue Bonds, Series B. 2001 (Ovation Cabinetry, Inc.).
® [SEAL]
ATTEST:
Shandi Wicks. Interim City Clerk
STATE OF KANSAS )
SS:
COUNTY OF SALINE )
CITY OF SALINA, KANSAS
a municipal corporation
Barbara V. Shirley. Mayor
The foregoing instrument was acknowledged before me this day of February, 2014 by
Barbara V. Shirley, Mayor, and Shandi Wicks, Interim City, Clerk, respectively, of the City of Salina,
Kansas, on behalf of said City.
[SEAL]
Notary Public
1 My appointment expires:
SOS\600596.064\PU RCHAS E\TRANS FE R
B-1
EXHIBIT C
RELEASE OF LEASE
WHEREAS, the City of Salina, Kansas (the "Issuer") has heretofore entered into a Lease
dated as of May I. 2001 (the "Lease") between the Issuer and Ovation Cabinetry, Inc., a Kansas
corporation (the "Tenant"), notice of which is recorded in Vol. 175 of Misc. at page 713-715 in the
office of the Saline Count- Register of Deeds; and
WHEREAS, the Issuer assigned its interest in the Lease to Simmons First National Bank.
as successor to Security Savings Bank, F.S.B.. Salina. Kansas, (the "Bank") acting as fiscal and
paying agent for the Issuer and others for purpose of enforcement of the Tenant's covenants under
the Lease: and
WHEREAS, the Tenant has exercised its option to purchase the facility described in the
Lease (the "Project") from the Issuer: and
WHEREAS, all of the Tenant's obligations to the Issuer under the Lease have been
satisfied:
THEREFORE, the property described in the attached Schedule I is hereby released from
any claim of the Issuer and the Bank under the Lease.
CITY OF SAUNA, KANSAS
Ma
Barbara V. Shirley, Mayor
[SEAL]
ATTEST:
I
By:
Shandi Nicks, Interim City Clerk
ACKNOWLEDGMENT
STATE OF KANSAS )
) SS:
COUNTY OF SALINE )
The foregoing instrument was acknowledged before me this day of February, 2014 by
Barbara V. Shirley, Mayor. and Shandi Wicks, Interim City Clerk, respectively; of the City of
Salina. Kansas, on behalf of said City.
[SEAL] By:
Notary Public
My appointment
SOS\600596.064\PURCHAS BTRANSF ER
STATE OF KANSAS )
) SS:
COUNTY OF SALINE )
[SEAL]
Simmons First National Bank,
Salina, Kansas
Name:
Title:
This instrument was acknowledged before me this _ day of February, 2014 by
as of Simmons First National Bank. Salina. Kansas.
My appointment expires:
Date
SOSt600696.0641PU RCHAS EtTRA NS FE R
Notary Public
[SEAL]
By:
ATTEST:
Name:
Title:
STATE OF KANSAS )
) SS:
COUNTY OF SALINE )
[SEAL]
Simmons First National Bank,
Salina, Kansas
Name:
Title:
This instrument was acknowledged before me this _ day of February, 2014 by
as of Simmons First National Bank. Salina. Kansas.
My appointment expires:
Date
SOSt600696.0641PU RCHAS EtTRA NS FE R
Notary Public
SCHEDULE I
The following property, acquired by the City of Salina, Kansas (the "Issuer") in connection
with the issuance by the City of its Industrial Revenue Bonds, Series A, 2001 and Series B. 2001,
(Ovation Cabinetry, Inc.) (jointly, the "Bonds"):
(a) The following described real estate in Saline County, Kansas:
The West 325.00 feet of Lot Two (2), Block One (1) of the Airport Industrial
Center Subdivision of Salina. Saline County. Kansas.
said real property constituting the "Land" as referred to in the Bond Agreement and the Lease
entered into by the Issuer concurrently with the issuance of the Bonds (the 'Bond Agreement" and
the "Lease"), subject to the following ("Permitted Encumbrances"):
1. Zoning or deed restrictions and easements of record.
2. A reservation of aerial easement in the Warranty Deed dated March 13, 2001
from the Salina Airport Authority, as Grantor, to Ovation Cabinetrv. Inc.
recorded in the Office of the Saline County Register of Deeds at Book 393.
Page 102-103, described as follows:
Grantor hereby reserves unto itself, its successors and assigns, for
the use and benefit of the public, a free and unrestricted right of
flight for the passage of aircraft in the airspace above the surface
of the Premises herein conveyed, together with the right to cause
in the airspace such noise as may be inherent in the operation of
aircraft, now known or hereafter used for navigation of or flight in
the air, when using the airspace for landing at, taking off from, or
operating on or about the Salina Municipal Airport.
3. Mortgage dated March 14, 2001, executed by Ovation Cabinetry, Inc., in favor
of Security Savings Bank, F.S.B., recorded March 14, 2001 at 330 p.m., in
Book 669 of Mortgages. Page(s) 379-384, given to secure the amount of
$1,126,104.80.
4. Mortgage dated March 14, 2001, executed by Ovation Cabinetry. Inc., in favor
of Edward Clarke Garnett and Elizabeth Jean Garnett, recorded March 15.
2001 at 8:45 a.m., in Book 669 of Mortgages, Page(s) 411-413, given to secure
the amount of $275.000.00.
5. Assignments of Rents executed by Ovation Cabinetry, Inc., filed for record
March 14, 2001, in Book 669 of Mtgs., at page 385-387.
6. Assignments of Lessor's Interest in Lease, executed by Ovation Cabinetrv, Inc.,
filed for record March 14, 2001, in Book 669 of Mtgs., at page 388-390.
(b) All buildings; building additions; improvements, machinery and equipment
constructed, located or installed on the Land, all or any portion of the costs of which are paid from
the proceeds of the Issuer's Bonds, and which constitute "Improvements" as defined in the Bond
Agreement, together with any substitutions or replacements therefore, the property, described in
paragraphs (a) and (b) of this Schedule I together constituting the "Project" as referred to in the
Bond Agreement and the Lease.
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