HomeMy WebLinkAboutR24-069 Eagle County Government Service Building 410 Miller Ranch Rd Edwards Financing Docusign Envelope ID:Fl D293DA-DCD9-472E-95C0-44DB90822D7F Commissioner Mcoueeney moved adoption of the following Resolution: EAGLE COUNTY, COLORADO RESOLUTION NO. 2024469 AUTHORIZING AND APPROVING A SITE AND IMPROVEMENT LEASE, LEASE PURCHASE AGREEMENT, CERTIFICATE PURCHASE AGREEMENT, CONTINUING DISCLOSURE AGREEMENT, TAX CERTIFICATE, OFFICIAL STATEMENT, AND RELATED DOCUMENTS AND TRANSACTIONS IN CONNECTION WITH THE EXECUTION AND DELIVERY BY UMB BANK, N.A. OF THE HEREINAFTER DESCRIBED CERTIFICATES OF PARTICIPATION, SERIES 2024; AUTHORIZING INCIDENTAL ACTION; RATIFYING ACTION PREVIOUSLY TAKEN; REPEALING PRIOR INCONSISTENT ACTIONS; AND PROVIDING FOR OTHER MATTERS RELATING THERETO. WHEREAS, the County, pursuant to the constitution and laws of the State of Colorado (the "State"), is a duly organized and validly existing political subdivision of the State, with the authority, pursuant to Section 30-11-101(1)(c), Colorado Revised Statutes, as amended ("C.R.S.") to sell, convey, or exchange any real or personal property owned by the County and make such order respecting the same as may be deemed conducive to the interests of the inhabitants; and to lease any real or personal property, either as lessor or lessee, together with any facilities thereon, when deemed by the Board of County Commissioners of the County (the "Board") to be in the best interests of the County and its inhabitants, and pursuant to Section 30- 11-104.1, C.R.S., it is authorized to enter into lease purchase agreements for the purpose of financing real property and personal property used or to be used for governmental purposes; and WHEREAS, the County desires to construct and improve a government services building, consisting of approximately 27,857 square feet of building space located on approximately 0.97 acres of land located at 410 Miller Ranch Road, Edwards, CO 81632 (the "Leased Property"), which Leased Property, when completed, will serve as an election center, motor vehicle offices, an Eagle County Sheriff substation, and office space for public health and human services and other county services; and WHEREAS, the Board has determined that it is in the best interest of the County and its inhabitants and in furtherance of the County's governmental functions and operations to finance a portion of the costs of the construction and improvement of the Leased Property(the "Project") and that the provision of the government services for which the Project will be used is a valid governmental purpose; and DMFIRM#413891402 v2 Docusign Envelope ID:F1D293DA-DCD9-472E-95C0-44DB90822D7F WHEREAS, the County intends to own the Project while the hereinafter defined 2024 Certificates are outstanding; and WHEREAS, the County owns, in fee title, the Leased Property, as more particularly described in Exhibit A to the Lease (as defined herein); and WHEREAS, the Board has determined, and now hereby determines, that in order to finance the construction of the Project, it is in the best interest of the County and its inhabitants that the County lease the Leased Property to UMB Bank, n.a., solely in its capacity as trustee under the hereinafter defined Indenture (the "Trustee"), pursuant to a Site and Improvement Lease between the County, as lessor, and the Trustee, as lessee (the "Site Lease"), and lease back the Trustee's interest in the Leased Property pursuant to the terms of a Lease Purchase Agreement between the Trustee, as lessor, and the County, as lessee (the "Lease"); and WHEREAS, pursuant to the Lease, and subject to the right of the County to terminate the Lease and other limitations as therein provided, the County will pay certain Base Rentals and Additional Rentals (as such terms are defined in the Lease) in consideration for the right of the County to use the Leased Property; and WHEREAS, the County's obligation under the Lease to pay Base Rentals and Additional Rentals shall be from year to year only; shall constitute currently budgeted and appropriated expenditures of the County; shall not constitute a mandatory charge or requirement in any ensuing budget year; shall not constitute an indebtedness of the County within the meaning of any provision of the Colorado constitution or the laws of the State of Colorado concerning or limiting the creation of indebtedness by the County; shall not constitute a multiple fiscal year direct or indirect debt or other financial obligation of the County within the meaning of Article X, Section 20(4) of the Colorado constitution; and shall not constitute a mandatory payment obligation of the County in any ensuing fiscal year beyond any fiscal year during which the Lease shall be in effect; and WHEREAS, the Lease further provides that the County at its option may renew the Lease for successive annual terms beyond the initial term according to a schedule set forth in the Lease, or may terminate the Lease in accordance with its terms; and WHEREAS, in order to generate moneys to finance the Project and to pay the costs of execution and delivery of the hereinafter defined 2024 Certificates, the Trustee will enter into an Indenture of Trust to be dated as of or prior to the date of execution and delivery of the hereinafter defined 2024 Certificates (the "Indenture"), pursuant to which there are expected to be executed and delivered the Certificates of Participation, Series 2024 (the "2024 Certificates") that shall (i) evidence proportionate interests in the right to receive certain payments under the Lease, (ii) be payable solely from the sources therein provided, and (iii) not directly or indirectly obligate the County to make any payments beyond those appropriated for any fiscal year during which the Lease shall be in effect; and WHEREAS, RBC Capital Markets, LLC (the "Underwriter") has offered to purchase the 2024 Certificates in a negotiated sale and the Board hereby determines that it is in the best DMFIRM#413891402 v2 2 Docusign Envelope ID:Fl D293DA-DCD9-472E-95C0-44DB90822D7F interest of the County that the 2024 Certificates are sold to the Underwriter and, in connection therewith, to enter into a Certificate Purchase Agreement with the Trustee and the Underwriter to be dated prior to the date of the execution and delivery of the 2024 Certificates (the "Certificate Purchase Agreement"); and WHEREAS, in order to assist the Underwriter with complying with 17 CFR § 240.15c2- 12 (the "Rule") promulgated by the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the Board hereby determines that it is in the best interests of the County to enter into a Continuing Disclosure Agreement with Digital Assurance Certification, LLC, as dissemination agent, with respect to the 2024 Certificates (the "Continuing Disclosure Agreement"); and WHEREAS, there have been presented to the Board the proposed forms of(a) the Site Lease; (b) the Lease; (c) the Certificate Purchase Agreement; (d) the Continuing Disclosure Agreement; and(e)the Indenture; and WHEREAS, there has been presented to the Board a copy of the Preliminary Official Statement(the"Preliminary Official Statement")relating to the 2024 Certificates; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY, COLORADO,AS FOLLOWS: Section 1. Definitions. Unless the context indicates otherwise, as used herein, capitalized terms shall have the meanings ascribed by the preambles hereto and the Indenture, the Lease, or the Site Lease, and the following capitalized terms shall have the respective meanings set forth below: "2024 Certificates" means the County's Certificates of Participation, Series 2024, dated their date of delivery. "Code" means the Internal Revenue Code of 1986, as amended and in effect as of the date of execution and delivery of the 2024 Certificates. "Continuing Disclosure Agreement" means the Continuing Disclosure Agreement to be dated as of the date of execution and delivery of the 2024 Certificates, by and between the County and Digital Assurance Certification, LLC, as dissemination agent. "County Documents" means, collectively, this Resolution; the Lease; the Site Lease; the Certificate Purchase Agreement; and the Continuing Disclosure Agreement. "Official Statement" means the final Official Statement relating to the offer and sale of the 2024 Certificates. "Preliminary Official Statement" means the Preliminary Official Statement, relating to the offer and sale of the 2024 Certificates. DMFIRM#413891402 v2 3 Docusign Envelope ID:Fl D293DA-DCD9-472E-95C0-44DB90822D7F "Project"means a portion of the costs of the construction and improvement of the Leased Property. "Resolution" means this Resolution which authorizes the execution and delivery of the 2024 Certificates. "Sale Delegate"means any member of the Board and the County Chief Financial Officer. "Supplemental Act" means the "Supplemental Public Securities Act," being Title 11, Article 57, Part 2, C.R.S. "Tax Certificate"means the Tax Certificate of the County governing issues relating to the 2024 Certificates under the Code. "Underwriter" means RBC Capital Markets, LLC, Denver, Colorado, the original purchaser of the 2024 Certificates. Section 2. Approval of the County Documents and Related Documents. The County Documents are incorporated herein by reference and are hereby approved. The County shall enter into and perform its obligations under the County Documents in the form of such documents presented at or prior to this meeting, with such changes as are made pursuant to this Section 2 and are not inconsistent herewith. The Chair of the Board (the "Chair") or in his absence, any of the Commissioners of the Board, and the County Clerk and Recorder of the County (the "Clerk") or in her absence, any deputies, are hereby authorized and directed to execute and attest the County Documents and to affix the seal of the County thereto, and the Chair, the Clerk, and other appropriate officers of the County are further authorized to execute and authenticate such other documents, instruments, or certificates, including, without limitation, the Tax Certificate, as are deemed necessary or desirable in order to secure, sell, deliver and administer the 2024 Certificates, to lease to the Trustee and lease back from the Trustee the Leased Property, and to accomplish the financing of the Project (to the extent of proceeds available therefor), including to authorize the payment of net proceeds of the 2024 Certificates after payment of the Underwriter's discount in accordance with the Certificate Purchase Agreement, and for costs of related to the execution and delivery of the 2024 Certificates, in addition to the other uses contemplated by the Indenture. The County Documents and such other documents are to be executed in substantially the form presented at or prior to this meeting of the Board, provided that such documents may be completed, corrected, or revised as deemed necessary and approved by the officer of the County executing the same in order to carry out the purposes of this Resolution, subject to the limitations of Section 3 hereof, such approval to be evidenced by their execution thereof. To the extent any County Document has been executed prior to the date hereof, said execution is hereby ratified and affirmed. Copies of all of the County Documents shall be delivered, filed, and recorded as provided therein. Upon execution of the County Documents, the covenants, agreements, recitals, and representations of the County therein shall be effective with the same force and effect as if specifically set forth herein, and such covenants, agreements, recitals, and representations are hereby adopted and incorporated herein by reference. DMFIRM#413891402 v2 4 Docusign Envelope ID:F1D293DA-DCD9-472E-95C0-44DB90822D7F The appropriate officers of the County are hereby authorized and directed to prepare and furnish to any interested person certified copies of all proceedings and records of the County relating to the 2024 Certificates and such other affidavits and certificates as may be required to show the facts relating to the authorization and execution and delivery thereof. The execution of any instrument by the Chair or other appropriate Commissioner in connection with the sale, delivery or administration of the 2024 Certificates not inconsistent herewith shall be conclusive evidence of the approval by the County of such instrument in accordance with the terms thereof and hereof. The County also hereby acknowledges the execution and delivery of the Indenture and the 2024 Certificates by the Trustee. Section 3. Delegation and Parameters. (a) Pursuant to Section 11-57-205, C.R.S., the Board hereby delegates to any member of the Board and the County Chief Financial Officer the authority to determine and set forth in the Certificate Purchase Agreement, the Lease, and the Site Lease and to execute a sale certificate (the "Sale Certificate") setting forth such determinations, as applicable: (i)the matters set forth in subsection (b) of this Section, subject to the applicable parameters set forth in subsection (c) of this Section; and (ii) any other matters that, in the judgment of the Sale Delegate, are necessary or convenient to be set forth in the Certificate Purchase Agreement, the Lease, and the Site Lease, as applicable, and are not inconsistent with the Supplemental Act or the parameters set forth in subsection(c) of this Section. The Board hereby authorizes and directs the Sale Delegate to execute the Certificate Purchase Agreement, in accordance with such determinations. Upon the execution of the Certificate Purchase Agreement, the Lease, and the Site Lease, the matters set forth in the Certificate Purchase Agreement, the Lease, and the Site Lease, as applicable, shall be incorporated into this Resolution with the same force and effect as if they had been set forth herein when this Resolution was adopted. (b) The Certificate Purchase Agreement, the Lease, and the Site Lease, as applicable, shall set forth the following matters and other matters permitted to be set forth therein, including any determination delegable pursuant to Section 11-57-205(1)(a-i), C.R.S., in relation to the Lease and the Site Lease, including without limitation, the term of the Site Lease, the Lease Term (as defined in the Lease) and the Base Rentals to be paid by the County pursuant to the Lease, pursuant to subsection (a) of this Section, but each such matter must fall within the applicable parameters set forth in subsection (c) of this Section: (c) The authority delegated to the Sale Delegate by this Section shall be subject to the following parameters: (i) the Site Lease term shall not extend beyond December 31, 2059; (ii) the aggregate amount of the principal component of the Base Rentals relating to the 2024 Certificates shall not exceed $20,000,000; DMFIRM#413891402 v2 5 Docusign Envelope ID:F1D293DA-DCD9-472E-95C0-44DB90822D7F (iii) the Lease Term shall end no later than December 31, 2049; (iv) the Lease shall be subject to prepayment at the option of the County no later than December 1, 2035,without prepayment penalty; (v) the purchase price of the 2024 Certificates shall not be less than 97% of the aggregate amount of the principal component of the Base Rentals under the Lease; (vi) the maximum annual (fiscal year) amount of the Base Rentals (principal and interest components) relating to the 2024 Certificates shall not exceed$1,750,000; and (vii) the maximum interest rate on the interest component of the Base Rentals relating to the 2024 Certificates shall not exceed 6.00%. Section 4. Permitted Amendments to Resolution. Except as otherwise provided herein, after the 2024 Certificates are executed and delivered, the County may amend this Resolution in the same manner, and subject to the same terms and conditions, as apply to an amendment or supplement to the Lease and Site Lease, as provided in the Lease and the Site Lease. Section 5. Appointment of County Representatives. Each of the Chair, the County Manager, and the County Chief Financial Officer is hereby appointed as a County Representative, as defined in the Lease. A different County Representative may be appointed by resolution adopted by the Board and a certificate filed with the Trustee. Section 6. Tax Covenants. All or any portion of the 2024 Certificate proceeds may be temporarily invested or reinvested, pending such use, in securities or obligations which are both lawful investments and which are Permitted Investments (as defined in the Indenture). It is hereby covenanted and agreed by the County that it will not make, or permit to be made, any use of the original proceeds of the 2024 Certificates, or of any moneys treated as proceeds of the 2024 Certificates within the meaning of the Code and applicable regulations, rulings, and decisions, or take, permit to be taken, or fail to take any action, which would adversely affect the exclusion from gross income of the interest portion of payments made by the County under the Lease and received by Owners of the Series 2024 Certificates (the "Certificate Interest Portion")under Section 103 of the Code and applicable regulations, rulings, and decisions. Section 7. Official Statement. The Preliminary Official Statement and its use and distribution by the Underwriter in connection with the sale of the 2024 Certificates is hereby ratified and approved. The Board hereby confirms that the Preliminary Official Statement has been deemed final as of its date for purposes of the Rule. The Board hereby authorizes the preparation and distribution of a supplement to the Preliminary Official Statement if deemed necessary by the Underwriter in connection with its marketing of the 2024 Certificates. The Board hereby authorizes the preparation and distribution of a final Official Statement. The Official Statement shall contain such corrections and additional or updated information so that it DMFIRM#413891402 v2 6 Docusign Envelope ID:Fl D293DA-DCD9-472E-95C0-44DB90822D7F will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Chair or in his absence, any of the Commissioners of the Board, is hereby authorized to execute copies of the Official Statement on behalf of the County. Section 8. Incidental Action. The Chair or in his absence, any of the Commissioners of the Board, Clerk, County Chief Financial Officer and County Manager are hereby authorized and directed to execute and deliver such other documents and to take such other action as may be necessary or appropriate in order to effectuate the delivery of the aforesaid County Documents and the performance of the County's obligations thereunder; the County's financing of the Project; the leasing to the Trustee and leasing back from the Trustee the Leased Property; the execution and delivery by the Trustee of the 2024 Certificates and the Indenture; and the delivery of the Preliminary Official Statement and the Official Statement. Section 9. No Debt or Multiple Fiscal Year Obligation of the County. The Base Rentals, Additional Rentals and any other obligations under the Lease shall constitute currently budgeted and appropriated expenditures of the County. The County's obligations under the Lease shall be subject to the County's annual right to renew the Lease and rights to terminate the Lease as provided therein, and shall not constitute a mandatory charge, requirement or liability in any ensuing Fiscal Year beyond the then current Fiscal Year. No provision of the Site Lease, the Lease, the Indenture, or the 2024 Certificates shall be construed or interpreted as a delegation of governmental powers or as creating a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the County or a general obligation or other indebtedness of the County within the meaning of any constitutional or statutory debt limitation, including without limitation Article X, Section 20 of the Colorado Constitution. The County shall have no obligation to make any payment with respect to the 2024 Certificates except in connection with the payment of the Base Rentals and certain other payments under the Lease, which payments may be terminated by the County in accordance with the provisions of the Lease. No provision of the Site Lease, the Lease or the 2024 Certificates shall be construed or interpreted as creating an unlawful delegation of governmental powers nor as a donation by or a lending of the credit of the County within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. Neither the Lease, the Indenture, nor the 2024 Certificates shall directly or indirectly obligate the County to make any payments beyond those specifically included in the County's budget and appropriated for the then current Fiscal Year. The County shall be under no obligation whatsoever to exercise its option to purchase the Trustee's leasehold interest in the Leased Property. No provision of the Lease shall be construed to pledge or to create a lien on any class or source of moneys of the County, nor shall any provision of the Lease restrict the future issuance of any County bonds or obligations payable from any class or source of County moneys. Section 10. Determinations as to Fair Market Value and Fair Market Purchase Price. The Board hereby determines and declares that the Base Rentals due under the Lease, in the maximum amounts authorized pursuant to Section 2 hereof, constitute the fair rental value of the use of the Leased Property and do not exceed a reasonable amount so as to place the County under an economic compulsion to renew the Lease or to exercise its option to purchase the DMFIRM#413891402 v2 7 Docusign Envelope ID:Fl D293DA-DCD9-472E-95C0-44DB90822D7F Trustee's leasehold interest in the Leased Property pursuant to the Lease. The Board hereby further determines that the Purchase Option Price for the Leased Property will represent the fair purchase price of the Trustee's leasehold interest in the Leased Property at the time of the exercise of the option. The Board declares that the period during which the County has an option to purchase the Trustee's leasehold interest in the Leased Property (i.e., the maximum Lease Term) does not exceed the weighted average useful life of the Leased Property. Section 11. Official Intent Declaration. Pending issuance of the Certificates in the amount not to exceed $20,000,000, the County hereby expresses its intent to reimburse certain qualified expenditures incurred with respect to the Project in an amount not to exceed $20,000,000, provided that (a) the Certificates shall not be used to reimburse any expenditure paid more than sixty (60) days prior to the present date; (b) the Certificates shall not be issued more than eighteen (18) months after the later of (i) the date of the first expenditure to be reimbursed with the proceeds of the Certificates, or (ii) the date the Project is placed in service; and (c) in no event may the Certificates be issued more than three (3) years after the date of the first expenditure to be reimbursed with the proceeds of the Certificates; and provided further that the limitations of this Section 5 shall not apply to qualified "preliminary expenditures", costs of issuance of the Certificates or a de minimis amount, as permitted by Treasury Regulations § 1.150-2(f). Section 12. No Recourse Against Officers and Agents. Pursuant to Section 11-57-209, C.R.S., if a member of the Board, or any officer or agent of the County acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the principal, interest or prepayment premiums on the 2024 Certificates. Such recourse shall not be available either directly or indirectly through the Board or the County, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the 2024 Certificates and as a part of the consideration of their sale or purchase, any person purchasing or selling such 2024 Certificate specifically waives any such recourse. Section 13. Conclusive Recital. The Board hereby elects to apply all of the provisions of the Supplemental Act to the Lease and the Site Lease; provided, however, that such election shall not operate to modify or limit the rights conferred on the County, the members of the Board and the officers of the County by any other provisions of State law. Pursuant to Section 11-57-21, C.R.S., the 2024 Certificates shall contain a recital that they are executed and delivered pursuant to the Supplemental Act. Such recital shall be conclusive evidence of the validity and the regularity of the execution and delivery of the 2024 Certificates after their delivery for value. Section 14. Limitation of Actions. Pursuant to Section 11-57-212, C.R.S., no legal or equitable action brought with respect to any legislative acts or proceedings in connection with the authorization or execution and delivery of the 2024 Certificates shall be commenced more than 30 days after the authorization of such securities. Section 15. Ratification and Approval of Prior Actions. All actions heretofore taken by the consultants to or officers of the County and the members of the Board, not inconsistent with the provisions of this Resolution, relating to the authorization, sale, delivery and administration of the 2024 Certificates, the financing of the Project, the leasing to the Trustee DMFIRM#413891402 v2 8 Docusign Envelope ID:F1D293DA-DCD9-472E-95C0-44DB90822D7F and leasing back from the Trustee the Leased Property, or the execution of any documents in connection with the 2024 Certificates, are hereby ratified, approved, and confirmed. Section 16. Resolution Irrepealable. This Resolution is, and shall constitute, a legislative measure of the County and shall be and remain irrepealable during the term of the Lease as it may be renewed at the option of the County as provided therein. Section 17. Repealer. All orders, bylaws, and resolutions of the County, or parts thereof, inconsistent or in conflict with this Resolution, are hereby repealed to the extent only of such inconsistency or conflict. Section 18. 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 19. Effective Date. This Resolution shall take effect immediately upon its adoption and approval. Section 20. Electronic Execution. In the event the Chair, any of the Commissioners of the Board, the Clerk, the County Chief Financial Officer, the County Manager or other appropriate officer of the County that is authorized or directed to execute any agreement, document, certificate, instrument or other paper in accordance with this Resolution (collectively, the "Authorized Documents") is not able to be physically present to manually sign any such Authorized Document, such individual or individuals are hereby authorized to execute the Authorized Documents electronically via facsimile or email signature. Any electronic signature so affixed to any Authorized Document shall carry the full legal force and effect of any original, handwritten signature. This provision is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. [End of Resolution] DMFIRM#413891402 v2 9 AIi_ Docusign Envelope ID:Fl D293DA-DCD9-472E-95C0-44DB90822D7F MOVED, READ AND ADOPTED, by the Board of County Commissioners of the County of Eagle, State of Colorado, at its regular meeting held the 22nd day of October, 2024. r-- Signed by: ©� COUNTY OF EAGLE, STATE OF COLORADO By and Through its BOARD OF COUNTY `°`°""P° ) COMMISSIONERS i-Signed by: ATTEST: Signed by: By: Sdw'v Ertliutzt0-1IVfattEgelleiFPd7Chair FOI1R2F7dR8ORddn 4ocuSigned by: Clerk to the Board of County `"1` Commissioners (AdAn19RFRAA47A Jeanne McQueeney, Commissioner E1 Signed by: itU/l AAI PI RRA6BIFFER84403 Kathy Chandler-Henry, Commissioner Commissioner chandler-Henry seconded adoption of the foregoing Resolution. The roll having been called, the vote was as follows: Commissioner Scherr Aye Commissioner McQueeney Aye Commissioner Chandler-Henry Aye This Resolution passed by 3/0 vote of the Board of County Commissioners of the County of Eagle, State of Colorado. DMFIRM#413891402 v2 Docusign Envelope ID:F1D293DA-DCD9-472E-95C0-44DB90822D7F STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) I, Regina O'Brien, County Clerk and Recorder of Eagle County, Colorado, do hereby certify that the attached copy of Resolution No. 2024-069, is a true and correct copy; that said Resolution was passed by the Board of County Commissioners of Eagle County, Colorado, at its regular meeting held at 500 Broadway, Eagle County, Colorado, the regular meeting place thereof, on Tuesday, the 22nd day of October, 2024; that a true copy of said Resolution has been authenticated by the signatures of the Chair of the Board of County Commissioners of Eagle County and myself as County Clerk and Recorder thereof, sealed with the seal of the County, and numbered and recorded in a book kept for that purpose in my office; that the foregoing pages constitute a true and correct copy of the record of the proceedings of said Board at its aforesaid meeting, insofar as said proceedings relate to said Resolution; that said proceedings were duly had and taken, that the meeting was duly held; and that the persons were present at said meeting as therein shown. IN WITNESS WHEREOF, I have hereunto set my hand and the seal of Eagle County, Colorado this 22nd day of October, 2024. Signed by: Signed by: (SEAL) ALORAo° LP4L t'f Viun, F9D02F240090440.. County Clerk and Recorder Eagle County, Colorado DMFIRM#413891402 v2