93-4661 Advis Assist LivingBondrcwo-co. P — --
RESOLUTION NUMBER 93-4661
A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF
SALINA, KANSAS DETERMINING THE ADVISABILITY OF ISSUING ASSISTED
LIVING RESIDENCE REVENUE BONDS OF SAID CITY FOR THE PURPOSE OF
FINANCING THE ACQUISITION, CONSTRUCTION, INSTALLATION AND
EQUIPMENT OF AN INDEPENDENT AND ASSISTED LIVING CENTER TO BE
LOCATED IN SAID CITY.
WHEREAS, the City of Salina, Kansas, (the "City") desires to
promote, stimulate and develop the general economic welfare and prosperity of
the City, and thereby to further promote, stimulate and develop the general
economic welfare and prosperity of the State of Kansas; and
WHEREAS, pursuant to the provisions of K.S.A. 12-1740 et
seq. and all acts amendatory thereof or supplemental thereto (the "Act"),
the City is authorized to issue revenue bonds to acquire facilities to promote
and improve the physical and mental health of its inhabitants, 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 revenue bond of the City in the principal
amount of not to exceed $1,500,000 be authorized and issued to provide funds
to pay the costs of acquiring, constructing, installing and equipping an
independent and assisted living center (the "Project") to be located in the
City of Salina, Kansas, to be leased by the City to Sterling Group, L.L.C., a
Kansas limited liability company (the "Tenant"); SO NOW, THEREFORE
BE IT RESOLVED by the Governing Body of the City of Salina,
Kansas.
Section 1.
Public Purpose.
The governing body
of the City
hereby finds and determines
that
the acquisition, construction,
installation
and equipment of the
Project will
promote, stimulate and develop
the general
economic welfare and
prosperity of
the City, and thereby to further promote,
stimulate and develop
the general economic welfare and prosperity
of the State
of Kansas.
Section 2. Authorization to Acquire Project; Intent to Issue
Bonds. The City is hereby authorized to acquire, construct, install and equip
the Project located within the City and to issue its assisted living residence
revenue bonds, in one or more series, in an aggregate principal amount of not
to exceed $1,500,000 (the "Bonds") to pay the costs thereof, subject to
satisfaction of the conditions of issuance set forth herein.
Section 3. Conditions to Issuance of Bonds. The issuance of the
Bonds is subject to: (i) the passage, approval and publication of an ordinance
authorizing the issuance of the Bonds; (ii) the successful negotiation of a
Trust Indenture, Guaranty Agreement, Lease, Bond Purchase Agreement and
other legal documents necessary to accomplish the issuance of the Bonds, the
terms of which shall be in compliance with the Act and mutually satisfactory to
the City and the Tenant; (iii) the successful negotiation and sale of the Bonds
to Chapman Securities, Inc., Wichita, Kansas (the "Purchaser"), which sale
shall be the responsibility of the Tenant and not the City; (iv) the receipt of
an approving opinion of Gilmore & Bell, P.C., Wichita, Kansas, ("Bond
Counsel") in form acceptable to the City, the Tenant and the Purchaser; (v)
the obtaining of all necessary governmental approval to the issuance of the
Bonds; (vi) the commitment to and payment of all expenses of the City, any
underwriting fees and expenses and all legal fees and expenses of Bond
Counsel and the City Attorney relating to the issuance of the Bonds by the
Purchaser or the Tenant.
Section 4. Reliance by Tenant; Limited Liability of City. It is
contemplated that in order to permit and expedite acquisition, improvement and
equipping of the Project and realization of the benefits to be derived thereby,
the Tenant may, in reliance upon this Resolution, incur temporary indebtedness
and expend its own funds in connection with the Project prior to the ultimate
issuance of said Bonds. The Bonds hereby authorized and all interest thereon
shall, in any event, be paid solely from the money and revenue to be received
from the Project and not from any other fund or source, and nothing contained
herein shall obligate the City in any way except as herein set out. In the
event that the Bonds are not issued, the City shall have no liability to the
Tenant.
Section 6. Further Action. The Mayor and City Clerk are
hereby authorized to deliver an executed copy of this Resolution to the
Tenant. The Mayor, City Clerk and other officials and employees of the City,
including the City Attorney and Bond Counsel, are hereby further authorized
and directed to take all such other actions not inconsistent herewith as may be
appropriate or desirable to accomplish the purpose of this Resolution,
including the execution on behalf of the City of an appropriate statement of
the proposed issuance of the Bonds with the State Board of Tax Appeals
pursuant to the Act and the execution of an application to the Kansas Secretary
of commerce and Housing for a private activity bond allocation in accordance
with the Kansas Private Activity Bond Allocation Act.
Section 7. Declaration of Official Intent. This Resolution
shall constitute a declaration of official intent under Treasury Regulation
§ 1.103-18 . This Resolution shall be placed in the official records of the
City within a reasonable period of time after its adoption by the governing
Body. This section shall be deemed satisfied if (i) this Resolution is made
available for public inspection at the office of the City Clerk beginning
thirty (30) days after its adoption; or (ii) the City complies with any request
for a copy of it pursuant to the Kansas Open Records Act, K.S.A. 45-216
et seq. , as amended.
ADOPTED by the Board of Commissioners and signed by the Mayor
this 22nd day of November, 1993
P"t"& '?Z
Peter F. Brungardt, Mayor
[SEAL]
ATTEST:
&A w
Jacqueline Shiever, CMC
City Clerk
Section 5.
Notices. The City Clerk is
hereby authorized and
directed
to publish an
appropriate notice of intent to
issue such Bonds
and to
enter into such Lease
with the Tenant pursuant to the
provisions of the
Act, to
provide
all notices as
required by the Act, and to
publish notice of
public
hearing
with respect
to the issuance of such Bonds
as required by
federal
law.
Section 6. Further Action. The Mayor and City Clerk are
hereby authorized to deliver an executed copy of this Resolution to the
Tenant. The Mayor, City Clerk and other officials and employees of the City,
including the City Attorney and Bond Counsel, are hereby further authorized
and directed to take all such other actions not inconsistent herewith as may be
appropriate or desirable to accomplish the purpose of this Resolution,
including the execution on behalf of the City of an appropriate statement of
the proposed issuance of the Bonds with the State Board of Tax Appeals
pursuant to the Act and the execution of an application to the Kansas Secretary
of commerce and Housing for a private activity bond allocation in accordance
with the Kansas Private Activity Bond Allocation Act.
Section 7. Declaration of Official Intent. This Resolution
shall constitute a declaration of official intent under Treasury Regulation
§ 1.103-18 . This Resolution shall be placed in the official records of the
City within a reasonable period of time after its adoption by the governing
Body. This section shall be deemed satisfied if (i) this Resolution is made
available for public inspection at the office of the City Clerk beginning
thirty (30) days after its adoption; or (ii) the City complies with any request
for a copy of it pursuant to the Kansas Open Records Act, K.S.A. 45-216
et seq. , as amended.
ADOPTED by the Board of Commissioners and signed by the Mayor
this 22nd day of November, 1993
P"t"& '?Z
Peter F. Brungardt, Mayor
[SEAL]
ATTEST:
&A w
Jacqueline Shiever, CMC
City Clerk