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Home My WebLink AboutC10-072 First Supplemental Lease Purchase AgreementAfter Recording Return To: Hogan & Hartson LLP 1200 17th Street, Suite 1500 Denver, CO 80202 Attention: Anastasia Khokhryakova FIRST SUPPLEMENTAL LEASE PURCHASE AGREEMENT FIRST SUPPLEMENTAL LEASE PURCHASE AGREEMENT dated as of March 1, 2010 (referred to herein as this "First Supplemental Lease"), between EAGLE COUNTY JUSTICE CENTER FINANCING CORPORATION (the "Corporation"), as lessor hereunder and EAGLE COUNTY, COLORADO (the "County"), as lessee hereunder. WITNESSETH: WHEREAS, the Corporation and the County entered into the Lease Purchase Agreement dated as of September 1, 2008 (the "Original Lease"), pursuant to which the County leased the Site from the Corporation for the purpose of facilitating the financing of the costs of acquiring, constructing, otherwise improving and equipping the Addition to the Justice Center; WHEREAS, in order to finance the costs of acquiring, constructing, otherwise improving and equipping the Addition, the Corporation issued $21,300,000 aggregate principal amount of Certificates of Participation (Eagle County Justice Center Project), Series 2008 (the "Series 2008 Certificates") pursuant to the Mortgage and Indenture of Trust dated as of September 1, 2008 (the "Indenture") between the Corporation and Wells Fargo Bank, National Association, as trustee (the "Trustee"); WHEREAS, that part of the Addition abutting the Justice Center on its west side (Parcel A of the Site) and its south side (Parcel B of the Site) have been built (the "Completed Site"); WHEREAS, the Corporation intends to apply certain excess proceeds of the Series 2008 Certificates deposited in the Project Fund pursuant to the Indenture to finance the costs of additional improvements to the Justice Center identified in Exhibit B hereto (the "Additional Project"), to be located on a parcel described in Exhibit A attached hereto (the "Additional Site"); WHEREAS, the Corporation and the County have determined that it is necessary to amend the Original Lease in order to (i) amend the legal description of the Site by revising the legal description of the Completed Site to conform to the as-built dimensions thereof and by adding the Additional Site and (ii) add the Additional Projects to the description of the Series 2008 Projects financed with the proceeds of the Series 2008 Certificates; WHEREAS, Section 9.04 of the Indenture permits the amendment of the Original Lease, with the written consent of the Trustee, but without the consent of or notice to the Certificate owner, to add additional properties to the Series 2008 Project; WHEREAS, as required by the Original Lease and the Indenture, the Trustee has consented to this First Supplemental Lease and such consent is attached hereto as Exhibit C; WADE - (K>506d/O W021 - d43? 53 ~Q ~n o V ~~ NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation and the County hereby agree as follows: Section 1. Definitions. All capitalized terms utilized in this First Supplemental Lease without definition shall have the meaning ascribed to them in the Lease. Section 2. Amendments. (a) Exhibit A to the Original Lease is hereby amended by revising the legal description of the Completed Addition to conform to its as-built dimensions and by adding the legal description of the Additional Site and such Exhibit A is hereby replaced in its entirety with Exhibit A attached hereto. (b) Exhibit B to the Original Lease containing the description of the Series 2008 Project is hereby amended by adding the description of the Additional Project contained in Exhibit B attached hereto. Section 3. County's Representation. All representations, covenants and warranties of the County set forth in Section 2.1 of the Original Lease shall apply to the Completed Site, Additional Site, Additional Project and this First Supplemental Lease and shall have the same force and affect as if such representations, covenants and warranties are fiilly set forth herein. Giving the full effect to the amendments set forth herein, the County hereby represents and warrants that such representations, covenants and warranties are true and correct as of the date of the execution and delivery of this First Supplemental Lease. Section 4. Corporation's Representations. All representations, covenants and warranties of the Corporation set forth in Section 2.2 of the Original Lease shall apply to the Additional Site, Additional Project and this First Supplemental Lease and shall have the same force and affect as if such representations, covenants and warranties are fully set forth herein. Giving the full effect to the amendments set forth herein, the Corporation hereby represents and warrants that such representations, covenants and warranties are true and correct as of the date of the execution and delivery of this First Supplemental Lease. Section 5. Confirmation of the Original Lease. This First Supplemental Lease is executed and delivered pursuant to, and in accordance and in conformity with, Section 15.3 of the Original Lease and Section 9.04 of the Indenture. The Original Lease, as amended by this First Supplemental Lease, is in all respects ratified and confirmed and shall remain in full force and effect. Section 6. Governing Law. This First Supplemental Lease shall be governed and construed in accordance with the laws of the State of Colorado. Section 7. Counterparts. This First Supplemental Lease ma_y be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute one and the same instrument. [Signature page on the next page] \\U)E - (ffi5 064/000 0 2 1-413 2 5 3 v2 2 IN WITNESS WHEREOF, the Corporation has executed this First Supplemental Lease in its corporate name and its corporate seal hereunto affixed and attested by its duly authorized officers; and the Chairman of the Board of County Commissioners of the County has executed this First Supplemental Lease for and on behalf of the County and the Clerk to the Board of County Commissioners has attested such signature and affixed the seal of the County hereto. All of the above are effective as of date first above written. ..L~.y ;~~O,tJ~~.~lj~j~ ~• .~ a ~> Q-. ~'' a-; J ~' -fir ~1p~ .~ Attest: B y: ~ ' s - ~,~' Secretary [SEAL] EAGLE COUNTY JUSTICE CENTER FINANCING CORPORATION By: J ~ ~~ ' ~ LSE ~ ~ ~ ,President EAGLE COUNTY, COLORADO, as Lessee L. By~ ~ Q ( ~ }a~l~c.`- Sara J. Fisher, Chairman Attest: w~4 i ~ MMy t ~' \ t~ S Teak J. Simonton, Clerk to the Board b~®c~~a-~ ~,~ County Commissioners ~mn; ur,;naunuuu?i -aa;253 „~ STATE OF COLORADO } }ss. COUNTY OF EAGLE } The fore oing ins rument was acknowledged before me this ~~day of March, 2010, by ~~~~ , ~~~ -~, ~- President of Eagle County Justice Center Financing Corporation, and by ~~ lk ~-~ - C-= - (~ i'/r.~ ~~ u ~, ,~-~ Secretary of the Eagle County Justice Center Financing Corporation. WITNESS my hand and official seal. NANCY R. WRIGHT NOTARY PUBLIC STATE OF COLORADO N My Commission Expires 12/18/2010 (SEAL) J~ ~~-'~= y.C~--t-~ ~ ~L';~11 r ~ ~~ Notary Public for the State f Colorado My commission expires: ~<3-~ld ~ Vic? / STATE OF COLORADO } } ss. COUNTY OF EAGLE } The foregoing instrument was acknowledged before me this ~~ay of March, 2010, by Sara J. Fisher, as Chairman of the Board of County Commissioners, and by Teak J. Simonton, Clerk to the Board of County Commissioners. WITNESS my hand and official seal. NANCY R. WRIGHT NOTARY PUBLIC STATE OF COLORADO My Commission Expires 1?J18/2010 (SEAL) I ~' =rte ~~~ Notary Public or the State of C, lorado My commission expires: ~' ,~/v 4 VAV)ti - 06500/0000? 1 -41325 3 v? EXHIBIT A DESCRIPTION OF THE SITE LEGAL DESCRIPTION PARCEL A [COMPLETED SITE]: A PARCEL OF LAND LOCATED IN TRACTS 69 & 70, SECTION 33, TOWNSHIP 4 SOUTH, RANGE 84 WEST OF THE 6T" P M., COUNTY OF EAGLE, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: ASSUMING THE BEARING OF THE NORTHWESTERLY LINE OF LOT C-11, EAGLE VALLEY COMMERCIAL PARK, FILING NO. 2 TO BEARS 07°55'04" E A DISTANCE OF 109.60 FEET; THE SOUTHERLY TERMINUS OF SAID LINE BEING MONUMENTED BY AN IRON ROD AND 1.5 INCH ALUMINUM CAP STAMPED "PLS 20695"; THE NORTHERLY TERMINUS OF SAID LINE BEING MONUMENTED BY AN IRON ROD AND 1.5 INCH ALUMINUM CAP STAMPED "PLS 23089", WITH ALL BEARINGS HEREON RELATIVE THERETO. COMMENCING AT THE SOUTHWEST CORNER OF A PARCEL OF LAND RECORDED IN BOOK 363 AT PAGES 214-217 AND BEING MONUMENTED BY A NAIL AND BRASS DISK STAMPED "PLS 34989"; THENCE N 20°52'58" E A DISTANCE OF 271.58 FEET TO THE POINT OF BEGINNING; THENCE THE FOLLOWING 20 COURSES: 1) N 26°42'48"W, A DISTANCE OF l 1.70 FEET TO A POINT. 2) S 63° 17'12"W, A DISTANCE OF 12.38 FEET TO A POINT. 3) N 26°42'48"W, A DISTANCE OF 38.77 FEET TO A POINT. 4) S 63° 17'12"W, A DISTANCE OF 3.77 FEET TO A POINT. 5) N 26°42'48"W, A DISTANCE OF 14.66 FEET TO A POINT. 6) N 63°17'12"E, A DISTANCE OF 18.20 FEET TO A POINT. 7) S 26°46'50"E, A DISTANCE OF 6.62 FEET TO A POINT. 8) N 63° 14'39"E, A DISTANCE OF 35.78 FEET TO A POINT. 9) N 26°36'56"W, A DISTANCE OF 4.09 FEET TOA POINT. 10) N 63° 17'53"E, A DISTANCE OF 39.27 FEET TO A POINT. 11) N 26°35'35"W, A DISTANCE OF 31.00 FEET TO A POINT. 12) N 63° 18'49"E, A DISTANCE OF 26.83 FEET TO A POINT. 13) S 26°36'56"E, A DISTANCE OF 5.22 FEET TO A POINT. 14) N 63°23'04"E, A DISTANCE OF 4.45 FEET TO A POINT. 15) S 26°36'56"E, A DISTANCE OF 78.30 FEET TO A POINT. 16) S 63°23'04"W, A DISTANCE OF 2.82 FEET TO A POINT. 17) S 26°40'36"E, A DISTANCE OF 0.53 FEET TO A POINT. l 8) S 63° 18'31 "W, A DISTANCE OF 17.43 FEET TO A POINT. 19) S 26°41'29"E, A DISTANCE OF 9.59 FEET TO A POINT. 20) S 63°18'31"W, A DISTANCE OF 88.06 FEET OT THE POINT OF BEGINNING. PARCEL B [COMPLETED SITE]: A PARCEL OF LAND LOCATED IN TRACTS 69 & 70, SECTION 33, TOWNSHIP 4 SOUTH, RANGE 84 WEST OF THE 6T}i P.M., COUNTY OF EAGLE, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: ASSUMING THE BEARING OF THE NORTHWESTERLY LINE OF LOT C-11, EAGLE VALLEY COMMERCIAL PARK, FILING NO. 2 TO BEARS 07°55'04" E A DISTANCE OF 109.60 FEET; THE SOUTHERLY TERMINUS OF SAID LINE BEING MONUMENTED BY AN IRON ROD AND I.5 INCH ALUMINUM CAP STAMPED "PLS 20695"; THE NORTHERLY TERMINUS OF SAID LINE BEING ~~~ne - ~xso~a~ooooz i - aasu3 ~z Exhibit A- I MONUMENTED BY AN IRON ROD AND 1.5 INCH ALUMINUM CAP STAMPED "PLS 23089", WITH ALL BEARINGS HEREON RELATIVE THERETO. COMMENCING AT THE SOUTHWEST CORNER OF A PARCEL OF LAND RECORDED IN BOOK 363 AT PAGES 214-217 AND BEING MONUMENTED BY A NAIL AND BRASS DISK STAMPED "PLS 34989"; THENCE N 47°02'05" E A DISTANCE OF 318.70 FEET TO THE POINT OF BEGINNING; THENCE THE FOLLOWING 14 COURSES: 1) N 26°40'36"W, A DISTANCE OF 104.03 FEET TO A POINT. 2) N 63°23'04"E, A DISTANCE OF 2.82 FEET TO A POINT. 3) N 26°36'56"W, A DISTANCE OF 16.30 FEET TO A POINT. 4) N 63°23'04"E, A DISTANCE OF 90.60 FEET TO A POINT. 5) S 26°36'56"E, A DISTANCE OF 16.30 FEET TO A POINT. 6) N 63°23'04"E, A DISTANCE OF 29.50 FEET TO A POINT. 7) S 26°36'56"E, A DISTANCE OF 61.70 FEET TO A POINT. 8) N 63°23'04"E, A DISTANCE OF 1.34 FEET TO A POINT. 9) S 26°40'36"E, A DISTANCE OF 8.90 FEET TO A POINT. 10) N 63° 18'40"E, A DISTANCE OF 19.33 FEET TO A POINT. 11) S 26°40'36"E, A DISTANCE OF 31.75 FEET TO A POINT. 12) S 63°18'40"W, A DISTANCE OF 101.39 FEET TO A POINT. 13) S 26°40'36"E, A DISTANCE OF 1.52 FEET TO A POINT. 14) S 63° 18'40"W, A DISTANCE OF 42.13 FEET TO THE POINT OF BEGINNING. PARCEL C: A PARCEL OF LAND LOCATED IN TRACTS 69 & 70, SECTION 33, TOWNSHIP 4 SOUTH, RANGE 84 WEST OF THE 6TH PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: ASSUMING THE BEARING OF THE NORTHWESTERLY LINE OF LOT C-11, EAGLE VALLEY COMMERCIAL PARK, FILING NO. 2 TO BEARS 07° 55' 04" E A DISTANCE OF 109.60; THE SOUTHERLY TERMINUS OF SAID LINE BEING MONUMENTED BY AN IRON ROD AND 1.5 INCH ALUMINUM CAP STAMPED "PLS 20695"; THE NORTHERLY TERMINUS OF SAID LINE BEING MONUMENTED BY AN IRON ROD AND 1.5 INCH ALUMINUM CAP STAMPED "PLS 23089", WITH ALL BEARINGS HEREON RELATIVE THERETO. COMMENCING AT THE SOUTHEAST CORNER OF A PARCEL OF LAND RECORDED IN BOOK 363 AT PAGES 214-217 AND BEING MONUMENTED BY A 5/8 INCH IRON.ROD AND 1.5 INCH ALUMINUM CAP STAMPED "PLS 34989"; THENCE S 78° 41' 00" W A DISTANCE OF 437.83 FEET TO THE POINT OF BEGINNING; THENCE THE FOLLOWING 20 COURSES: 1) S 63° 23' 04" W, A DISTANCE OF 9.33 FEET TO A POINT. 2) N 26° 36' S6" W, A DISTANCE OF 1.63 FEET TO A POINT. 3) S 63° 23' 04" W, A DISTANCE OF 8.00 FEET TO A POINT. 4) S 26° 36' S6" E, A DISTANCE OF l .63 FEET TO A POINT. 5) S 63° 23' 04" W, A DISTANCE OF 9.33 FEET TO A POINT. 6) N 26° 36' S6" W, A DISTANCE OF 1.63 FEET TO A POINT. 7) S 63° 23' 04" W, A DISTANCE OF 2.00 FEET TO A POINT. 8) N 26° 36' S6" W, A DISTANCE OF 46.92 FEET TO A POINT. 9) S 63° 23' 04" W, A DISTANCE OF 25.00 FEET TO A POINT. 10) N 26° 36' S6" W, A DISTANCE OF 78.00 FEET TO A POINT. 11)1V v3° 23' C4" E, A DISTANCE OF .`~ i .v0 FEET TO A POINT. 12) S 26° 36' S6" E, A DISTANCE OF 62.00 FEET TO A POINT. 13) S 63° 23' 04" W, A DISTANCE OF 0.62 FEET TO A POINT. 14) S 26° 36' S6" E, A DISTANCE OF 16.00 FEET TO A POINT. 15) N 63° 23' 04" E, A DISTANCE OF 3.29 FEET TO A POINT. ~~~oe - o~so6a~ooooz i - aa3zsi ~z Exhibit A-2 16) S 26° 36' S6" E, A DISTANCE OF 38.21 FEET TO A POINT. 17) S 63° 23' 04" W, A DISTANCE OF 1.63 FEET TO A POINT. 18) S 26° 36' S6" E, A DISTANCE OF 6.33 FEET TO A POINT. 19) N h3° 23' 04" E, A DISTANCE OF 1.63 FEET TO A POINT. 20) S 26° 36' S6" E, A DISTANCE OF 4.00 FEET TO THE POINT OF BEGINNING. PARCEL D [ADDITIONAL SITE]: A PARCEL OF LAND LOCATED IN TRACTS 69 & 70, SECTION 33, TOWNSHIP 4 SOUTH, RANGE 84 WEST OF THE 6T" P.M., COUNTY OF EAGLE, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: ASSUMING THE BEARING OF THE NORTHWESTERLY LINE OF LOT C-11, EAGLE VALLEY COMMERCIAL PARK, FILING NO. 2 TO BEARS 07°55'04" E A DISTANCE OF 109.60 FEET; THE SOUTHERLY TERMINUS OF SAID LINE BEING MONUMENTED BY AN IRON ROD AND 1.5 INCH ALUMINUM CAP STAMPED "PLS 20695"; THE NORTHERLY TERMINUS OF SAID LINE BEING MONUMENTED BY AN IRON ROD AND I.5 INCH ALUMINUM CAP STAMPED "PLS 23089", WITH ALL BEARINGS HEREON RELATIVE THERETO. COMMENCING AT A NORTHWESTERLY CORNER OF A PARCEL OF LAND RECORDED IN BOOK 363 AT PAGES 214-217 AND BEING MONUMENTED BY A 2.5" BRASS CAP STAMPED USGLO 1918; THENCE S 70°57'28" E A DISTANCE OF 163.59 FEET TO THE POINT OF BEGINNING; THENCE THE FOLLOWING 4 COURSES: 1) N 63°23'04"E, A DISTANCE OF 20.50 FEET TO A POINT. 2) S 26°36'56"E, A DISTANCE OF 24.75 FEET TO A POINT. 3) S 63°23'04"W, A DISTANCE OF 20.50 FEET TO A POINT. 4) N 26°36'56"W, A DISTANCE OF 24.75 FEET TO THE POINT OF BEGINNING. ~w~r.-o~sobaioa~ozi-aaizss~z ExhibitA-3 EXHIBIT B DESCRIPTION OF THE ADDITIONAL PROJECT The Additional Project will consist of approximately 507.375 square-foot area which will be used for juvenile detention. This juvenile detention area will constitute a part of the Justice Center building and will abut the Justice Center building on its northwest side. ~~~ne-ocsohaownzi-axazsi,.~ Exhibit B ExHIBrT c CONSENT OF THE TRUSTEE Wells Fat-go Bank, National Association, as trustee (the '`Trustee") under the Mortgage and Indenture of Trust dated as of September 1, ?008 (the "Indenture'') between Eagle County .lustice Center Financing Corporation (the "Corporation") and the Trustee, hereby irrevocably consents to and approves the amendments to the Lease Purchase Agreement dated as of September 1, ?008 between Eagle County, Colorado and the Corporation, which amendments are contained in the First Supplemental Lease Purchase Agreement dated as of March 1, ?010 to which this consent is attached as Exhibit C'. This consent is given pursuant to the requirements of Section 9.04 of the Indenture. Date: ~'''la`•CQ, ~~ , X010 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Bv~ ~ • a"~"__ Juliet (~. Ward. Vice President