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HomeMy WebLinkAboutR01-079 Airport Terminal Project Revenue Bonds Series 20011 s� a CERTIFIED RECORD OF PROCEEDINGS OF THE BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY, COLORADO APPROVING THE ISSUANCE OF AIRPORT TERMINAL PROJECT REVENUE BONDS SERIES 2001 BY EAGLE COUNTY AIR TERMINAL CORPORATION STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The Board of County Commissioners of Eagle County, Colorado, met in regular session at the County Administration Building in Eagle, Colorado, on Tuesday, the 5th day of June, 2001. The following Commissioners were present: Tom C. Stone Am M/ Menconi Michael L. Gallagher The following Commissioners were absent: 0 The following persons were also present: C^ C a Commissioner ] moved adoption of the following Resolution: BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO RESOLUTION NO. 2001 - ADOPTED JUNE 5, 2001 APPROVING THE ISSUANCE BY EAGLE COUNTY AIR TERMINAL CORPORATION OF UP TO $16,050,000 AGGREGATE PRINCIPAL AMOUNT OF AIRPORT TERMINAL PROJECT REVENUE BONDS, SERIES 2001; AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL GROUND LEASE, A SUPPLEMENTAL PROJECT AGREEMENT, A SUPPLEMENTAL MANAGEMENT AGREEMENT, A PARKING SUBLEASE, AND OTHER RELATED PROJECT DOCUMENTS; ASSIGNING CERTAIN RIGHTS AND INTERESTS OF THE COUNTY IN CONNECTION WITH THE PROJECT; AUTHORIZING INCIDENTAL ACTION; AND REPEALING INCONSISTENT ACTIONS. WHEREAS, the Eagle County Air Terminal Corporation (the "Corporation ") has been duly organized pursuant to the provisions of the Colorado Nonprofit Corporation Act, articles 20 through 29 of title 7, Colorado Revised Statutes, as amended, 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 Corporation proposes to issue bonds to construct and equip certain additions to its existing passenger terminal (the "Project ") and to reimburse the County for a loan made to purchase the commercial terminal airline operations of Vail Valley Jet Center, LLC (the "FBO Purchase "), at the Eagle County Regional Airport; and WHEREAS, the Corporation has no taxing power, has not received and does not expect to receive more than 10% of its annual revenues in grants or other forms of subsidy from all State and local governments combined, and expects to operate as a self - supporting business without reliance on grants from the County; and WHEREAS, to provide the funds needed for the acquisition and construction of the Project and repayment of the FBO Purchase, the Corporation intends to enter into a First Supplemental Trust Indenture, (the "Supplemental Indenture ") between the Corporation and U.S. Bank National Association (formerly Colorado National Bank), as Trustee (the "Trustee "), amending and supplementing the Trust Indenture dated as of June 1, 1996, between the Corporation and the Trustee (the "Original Indenture" and, together with the Supplemental \ \\DE - 65064/12 - #119162 v2 Indenture, the "Indenture "), and issue up to $10,745,000 aggregate principal amount of its Airport Terminal Project Revenue Bonds, Series 2001A and up to $5,305,000 aggregate principal amount of its Taxable Airport Terminal Project Revenue Bonds, Series 2001B (collectively, the "Bonds "); and WHEREAS, the County and the Corporation intend to enter into a First Supplemental Ground Lease (the "Supplemental Ground Lease "), amending and supplementing a Restated Ground Lease recorded on July 2, 1996, with respect to the site for the Project; and WHEREAS, the County and the Corporation intend to enter into a Supplemental Project Agreement (the "Supplemental Project Agreement "), amending and supplementing a Project Agreement recorded July 9, 1996; and WHEREAS, the County and the Corporation intend to enter into a First Supplemental Project Construction and Management Agreement (the "Management Agreement "), relating to the Project; and WHEREAS, the County and the Corporation intend to enter into a Parking Facilities Sublease (the "Parking Sublease" and, together with the Supplemental Ground Lease, the Supplemental Project Agreement and the Supplemental Management Agreement, the "Project Documents "); and WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended, the Board of County Commissioners conducted a public hearing on June 5, 2001, concerning the Bonds following due public notice of such hearing published in the Eagle Valley Enterprise NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY, COLORADO, AS FOLLOWS: Section 1. ISSUANCE OF BONDS The issuance of the Bonds by the Corporation in an aggregate principal amount of up to $16,050,000, bearing interest at a rate not to exceed 9.50% per annum, as described herein and in the Indenture is hereby approved. Section 2. APPROVAL OF THE SUPPLEMENTAL GROUND LEASE SUPPLEMENTAL PROJECT AGREEMENT SUPPLEMENTAL MANAGEMENT AGREEMENT AND PARKING SUBLEASE The forms of the Supplemental Project Agreement (including the County's agreement under the Project Agreement to accept title to the Project upon retirement of all of the Bonds), the Supplemental Ground Lease, the Supplemental Management Agreement and the Parking Sublease presented to this meeting, are hereby approved. The Chairman of the Board of County Commissioners of the County (the "Chairman ") is hereby authorized to execute and deliver, and the County Clerk and Recorder of the County (the "Clerk ") is hereby authorized to affix the seal of the County where appropriate to, and attest, such Project 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 (including changes in dates and amounts necessary to conform such documents to the final terms as approved by the County), such approval to be evidenced by the execution thereof. -2- \\\DE - 65064/12 - #119162 v2 Notwithstanding any other provision of this Resolution, the Chairman is hereby authorized to make or approve such revisions in the Supplemental Ground Lease, the Supplemental Project Agreement, the Supplemental Management Agreement and the Parking Sublease as, in the opinion of the County Attorney, may be necessary or convenient to carry out or assist in carrying out the purposes of this Resolution. Section 3. ASSIGNMENT OF RIGHTS AND INTERESTS. The assignment of the County's rights and interests in any and all contracts and agreements for architectural and engineering services and related contracts, plans, drawings, and specifications in connection with the Project, and any and all other contracts, agreements, licenses, permits, leases, easements, covenants, encumbrances, drawings, plans, specifications, proposals, and documents and similar rights and interests that the County may have and the Corporation may require in order to enter into and perform the Supplemental Ground Lease, the Supplemental Project Agreement, the Supplemental Management Agreement and the Parking Sublease, to construct, operate and maintain the Project, and to issue the Bonds, is hereby authorized and approved. The Chairman and the Clerk are hereby authorized and directed to execute and deliver such other documents, and take such other action as, in the opinion of the County Attorney, may be necessary or appropriate in order to effectuate the assignment of such rights and interests. Section 4. INCIDENTAL ACTION The Chairman is hereby authorized and directed to execute and deliver, and the Clerk is hereby authorized to affix the seal of the County where appropriate to, and attest, such other documents, including without limitation conveyances of real and personal property, and to take such other action as may be necessary or appropriate in order to effectuate the delivery by the County of the Supplemental Ground Lease, the Supplemental Project Agreement, the Supplemental Management Agreement, the Parking Sublease, and such other documents as shall be necessary for (a) the performance of the County's obligations thereunder, (b) the construction, operation, and maintenance of the Project, and (c) the issuance and sale of the Bonds by the Corporation. Notwithstanding any other provisions of this Resolution, the Chairman 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 and determining the actual principal amount of and rate of interest on the Bonds. Section 5. BONDS SHALL NOT CONSTITUTE A FINANCIAL LIABILITY OF THE COUNTY The Bonds and the Project Documents shall never constitute the debt, indebtedness, or financial obligation of the County within the meaning of any provision or limitation of the Colorado Constitution, or Colorado Statutes, and shall not constitute or give rise to a financial liability of the County or charge against its general credit or taxing powers. Section 6. RESOLUTION IRREPEALABLE This Resolution is, and shall constitute, a legislative measure of the County, and after the Bonds are issued and outstanding, this Resolution shall constitute a contract between the County and the owner or owners of the Bonds, and shall be and remain irrepealable until the Bonds and the interest accruing thereon shall be fully paid, satisfied and discharged. -3- \ \\DE - 65064/12 - #119162 v2 G C- Section 7. SEVERABILITY The various paragraphs, clauses or provisions of this Resolution are severable. If any paragraph, clause or provision of this Resolution is judicially adjudged invalid or unenforceable, such judgment shall not affect, impair or invalidate the remaining paragraphs, clauses or provisions hereof. Section 8. REPEAL OF INCONSISTENT ACTION To the extent that any earlier resolution or part thereof of the Board of County Commissioners of the County may be inconsistent with this Resolution, such inconsistent resolution or part thereof is hereby repealed to the extent only of such inconsistency. This repealer shall not be construed to revive any act, order, resolution, or part thereof, heretofore repealed. Section 9. EFFECTIVE DATE This Resolution shall take effect immediately upon its adoption. ADOPTED this 5th day of June, 2001. C O L* C O- -0 the :.... County Commissioners EAGLE COUNTY, COLORADO, By and Through its BOARD OF COUNTY COMMISSIONERS B su z� Q — ` Tom C. Stone, Chairman Commissioner (SEAL) 10 Michael \ \\DE - 65064112 - #119162 v2 ` Thk motioji to adopt the foregoing Resolution was duly seconded by Commissione ut to a vote and carried upon the following vote: Those opting YES: Those voting NO: Those absent: Thereupon the Chairman declared the motion carried and the Resolution duly passed and adopted. After consideration of other business to come before the Board, the meeting was adjourned. [SEAL] Commissioners of � Attest: Chairman, Board of County Clerk and Recorder N STATE OF COLORADO ) ss. COUNTY OF EAGLE ) I, Sara J. Fisher, the duly appointed, qualified and acting County Clerk and Recorder of Eagle County, Colorado, do hereby certify that the foregoing pages numbered 1 through 5, inclusive, constitute a true and correct copy of the Record of Proceedings of the Board of County Commissioners of Eagle County, Colorado, adopted at a regular meeting of the Board held at the regular meeting place thereof in Eagle, Colorado, on Tuesday, the 5th day of June, 2001, as recorded in the official Record of the Proceedings of the County kept in my office, insofar as said proceedings relate to the Resolution contained therein; 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. WITNESS my hand and seal as of this day 001. 0 . 0 00, [SEAL] �L� -L BGZ County Clerk and Recorder Eagle County, Colorado