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HomeMy WebLinkAboutC21-331 Federal Stimulus ECATDocuSign Envelope ID: 9FA72CD7-568C-434F-AAEF-83B9EB43A28A STATE OF COLORADO ] ] ss. EAGLE COUNTY ] The Board of Directors of Eagle County Air Terminal Corporation met in [special] session on , 2021 at _:_ [a][p].m. MDT. There were present at said meeting the following: Present: [confirm attendance at the meeting] President: Jeanne McQueeney Secretary: Jeff Shroll Treasurer Jill Klosterman Director Kathy Chandler -Henry Director Matt Scherr Absent: Director introduced the following resolution: Page 1 of 7 DMWEST #41648422 v2 C21-331 Federal Stimulus ECAT DocuSign Envelope ID: 9FA72CD7-568C-434F-AAEF-83B9EB43A28A EAGLE COUNTY AIR TERMINAL CORPORATION RESOLUTION ADOPTED , 2021 IRREVOCABLY COMMITTING $1,840,450.00 TO PAY A PORTION OF DEBT SERVICE ON THE CORPORATION'S AIRPORT TERMINAL PROJECT REVENUE REFUNDING BONDS, SERIES 2017A AND AIRPORT TERMINAL PROJECT REVENUE IMPROVEMENT BONDS, SERIES 2017B AND, IN CONNECTION THEREWITH, AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT WITH UMB BANK, N.A.; RATIFYING ACTION PREVIOUSLY TAKEN; DELEGATING CERTAIN AUTHORITY AND AUTHORIZING INCIDENTAL ACTION; AND REPEALING INCONSISTENT ACTIONS. WHEREAS, Eagle County Air Terminal Corporation (the "Corporation") was duly organized in 1996 pursuant to the provisions of the Colorado Nonprofit Corporation Act, articles 20 through 29 of title 7, Colorado Revised Statutes, as amended, is validly existing and in good standing under the laws of the State of Colorado, is and shall be operated exclusively on behalf of and for the benefit of Eagle County, Colorado (the "County"), and in furtherance of such purposes has the authority to issue its own bonds; and WHEREAS, the formation of the Corporation has been previously approved by the County, following a public hearing held on June 11, 1996; and WHEREAS, for the purpose of financing and refinancing certain projects at its commercial passenger terminal (the "Terminal") located at the Eagle County Regional Airport (the "Airport") and for certain other purposes, the Corporation has previously issued its Airport Terminal Building Project Revenue Refunding Bonds, Series 2017A (the "2017A Bonds") in the aggregate principal amount of $835,000, none of which are currently outstanding, and Airport Terminal Building Project Revenue Improvement Bonds, Series 2017B in the aggregate principal amount of $29,145,000 (the "2017B Bonds"), which are currently outstanding in the aggregate principal amount of $27,725,000; and WHEREAS, the 2017A Bonds and the 2017B Bonds were issued and secured pursuant to the Amended and Restated Indenture of Trust dated as of September 1, 2017 (the "Indenture") between the Corporation and UMB Bank, National Association, as trustee (the "Trustee"); and WHEREAS, the Indenture also secures the Airport Terminal Project Revenue Refunding Bonds, Series 2011A (the "2011A Bonds" and together with the 2017B Bonds, the "Bonds") issued by the Corporation to refinance certain projects related to the Terminal and currently outstanding in the aggregate principal amount of $490,000; and Page 2 of 7 DMWEST #41648422 v2 C21-331 Federal Stimulus ECAT DocuSign Envelope ID: 9FA72CD7-568C-434F-AAEF-83B9EB43A28A WHEREAS, the U.S. Government passed the Coronavirus Response and Relief Supplemental Appropriations Act, Public Law 116-260 ("CRRSAA"), providing for, among other things, the grant of certain CRRSAA funds to the County to be used in connection with the Airport; which CRRSAA funds are received by the County on a reimbursement basis; and WHEREAS, the County allocated $1,840,450.00 of such CRRSAA funds for the Terminal related projects, including for purposes of paying debt service on the Bonds, as permitted by CRRSAA; and WHEREAS, pursuant to the Indenture, for purposes of any computation required by the rate maintenance covenant in Section 5.03 of the Indenture, the Indenture permits the Corporation to exclude from the computation of Debt Service, amounts which are irrevocably committed to make Debt Service payments during the period of computation, including without limitation any amounts in an escrow account; and WHEREAS, the Corporation wishes to irrevocably commit $1,840,450.00 of CRRSAA funds allocated by the County to the Terminal related projects (the "Committed Amount") exclusively for Debt Service (as defined in the Indenture) on the Bonds and to create an escrow account for such purpose, as contemplated in the Indenture; ; and WHEREAS, because the CRRSAA Funds are received on a reimbursement basis, the Corporation has determined to fund the escrow account in the amount of the Committed Amount with moneys on deposit in the Capital Fund, which shall be reimbursed to the Capital Fund with CRRSAA Funds upon receipt thereof; and WHEREAS, to ensure the application of the Committed Amount solely to the payment of principal of, and interest on, the Bonds, the Board desires to enter into an escrow agreement with UMB Bank, n.a., as escrow agent, (the "Escrow Agreement") in substantially the form presented to the Board at this meeting; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF EAGLE COUNTY AIR TERMINAL CORPORATION, AS FOLLOWS: Section 1. Ratification and Approval of Prior Actions. All actions heretofore taken by the officers of Corporation and the members of the Board, not inconsistent with the provisions of this Resolution, relating to the irrevocable commitment of the Committed Amount to the payment of debt service on the Bonds and the execution and delivery of the Escrow Agreement, and any other documents in connection therewith, are hereby ratified, approved, and confirmed. Section 2. Irrevocable Commitment of the Committed Amount; Approval and Authorization of the Escrow Agreement. The Corporation hereby irrevocably commits the Committed Amount to the payment of Debt Service on the Bonds. The Committed Amount shall not be used for any other purposes other than to pay Debt Service on the Bonds in accordance with the Escrow Agreement and the Indenture. The Board hereby authorizes the Corporation to fund the Committed Amount from the Capital Fund held by the Trustee under the Indenture and Page 3 of 7 DMWEST #41648422 v2 C21-331 Federal Stimulus ECAT DocuSign Envelope ID: 9FA72CD7-568C-434F-AAEF-83B9EB43A28A to reimburse the amount transferred from the Capital Fund with CCRSAA Funds promptly upon receipt thereof. The Escrow Agreement in substantially the form presented to the Board at this meeting is incorporated herein by reference and hereby in all respects ratified, confirmed and approved, and the President or the Treasurer of the Corporation are hereby authorized to execute and deliver, and the Secretary of the Corporation (each, an "Authorized Representative") are hereby authorized to affix the seal of the Corporation where appropriate, and to attest such documents in substantially such form and upon the terms and conditions set forth herein and therein, with such changes therein as such officers shall approve, such approval to be evidenced by the execution thereof. Section 3. Incidental Action. Each of the Authorized Representatives is hereby authorized and directed to execute and deliver such other documents and certificates, and to take such other action as may be necessary or appropriate in order to effectuate the delivery of the Escrow Agreement and the irrevocable commitment of the Committed Amount to Debt Service. Notwithstanding any other provisions of this Resolution, each of the Authorized Representatives is hereby authorized to make or approve such revisions in such documents as may be necessary or convenient to carry out or assist in carrying out the purposes of this Resolution. Section 4. Severability. If any section, paragraph, clause, or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this Resolution, the intent being that the same are severable. Section 5. Repealer. All orders, bylaws, and resolutions of the Corporation, or parts thereof, inconsistent or in conflict with this Resolution, are hereby repealed to the extent only of such inconsistency or conflict. This repealer shall not be construed as reviving any bylaw, order, or resolution or part thereof previously repealed. Section 6. Effective Date. This Resolution shall take effect immediately upon its adoption and approval. [Signature page follows] Page 4 of 7 DMWEST #41648422 v2 C21-331 Federal Stimulus ECAT DocuSign Envelope ID: 9FA72CD7-568C-434F-AAEF-83B9EB43A28A ADOPTED this day of , 2021. EAGLE COUNTY AIR TERMINAL CORPORATION DocuSigned by: B�u f 4l, Y Jeanne Mc y12P ident (CORPORATION SEAL) ATTEST: DocuSigned by: 9 Swt Je ASe&etary Page 5 of 7 DMWEST #41648422 v2 C21-331 Federal Stimulus ECAT DocuSign Envelope ID: 9FA72CD7-568C-434F-AAEF-83B9EB43A28A Director and Director seconded adoption of the foregoing resolution. The roll having been called, the vote was as follows: Director Director Director Director Director This Resolution passed by County Air Terminal Corporation. vote of the Board of Directors of Eagle At least three of the Directors of the Corporation having voted in favor of the motion, the presiding officer declared the motion carried and the resolution duly passed and adopted. Thereupon, the Board of Directors of the Corporation considered other matters not concerning the Resolution. There being no further business to come before the Board of Directors of the Corporation, the meeting was, on motion duly made, seconded and carried, adjourned. Attest: DocuSigned by: By: 5 51�"(L Jeff ShE'Seblfflffy DocuSigned by: By: Jeanne McQ 'went D M W EST #41648422 v2 Page 6 of 7 C21-331 Federal Stimulus ECAT DocuSign Envelope ID: 9FA72CD7-568C-434F-AAEF-83B9EB43A28A STATE OF COLORADO ] ] ss. EAGLE COUNTY ] I, Jeff Shroll, the duly appointed, qualified and acting Secretary of Eagle County Air Terminal Corporation, do hereby certify that the foregoing pages numbered 1 to 7, inclusive, are a true, perfect, and complete copy of the record of proceedings of the Board of Directors of the Eagle County Air Terminal Corporation, insofar as such proceedings relate to the resolution therein contained, had and taken at a lawful, open and public meeting of the Eagle County Air Terminal Corporation conducted at 500 Broadway, Eagle, Colorado, on _, 2021 commencing at the hour of _.m., as recorded in the regular official book of the proceedings of the Eagle County Air Terminal Corporation kept in my office, said proceedings were duly had and taken as therein shown, the meeting herein shown was duly held, and the persons therein named were present at said meeting as therein shown. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of Eagle County Air Terminal Corporation this th day of 2021. [SEAL] Signed by: Docu By 5�,va Jeffim*,Scaaetary Page 7 of 7 DMWEST #41648422 v2 C21-331 Federal Stimulus ECAT