No preview available
HomeMy WebLinkAboutR99-106 Eagle Lease Financing lease purchase agreement3 1 3 EAGLE COUNTY, COLORADO RESOLUTION NO. 99- / APPROVING A LEASE PURCHASE AGREEMENT; A GROUND LEASE AND RELATED DOCUMENTS AND TRANSACTIONS IN CONNECTION WITH THE CERTIFICATE OF PARTICIPATION FINANCING BY EAGLE LEASE FINANCING CORPORATION AND CONSTRUCTION OF A JOINT MAINTENANCE SERVICE CENTER FOR USE BY THE COUNTY ROAD AND BRIDGE DEPARTMENT AND THE EAGLE COUNTY REGIONAL TRANSPORTATION AUTHORITY; RATIFYING ACTIONS PREVIOUSLY TAKEN; AND PROVIDING OTHER MATTERS RELATING THERETO. WHEREAS, Eagle County, Colorado (the "County") is a duly created political subdivision organized and operating as a county pursuant to the constitution and laws of the State of Colorado (the "State "); and WHEREAS, pursuant to the laws of the State, the County has the authority to purchase, sell, convey, dispose of, and lease, as lessor or lessee, real and personal property and is authorized to enter into lease - purchase agreements for the purpose of financing real property and personal property, including buildings and equipment, for governmental purposes; and WHEREAS, the Board of County Commissioners (the 'Board ") of the County has determined and hereby determines that the construction and acquisition by lease - purchase of a joint maintenance service center project (the "Series 1999 Project") for use by the County Road and Bridge Department and the Eagle County Regional Transportation Authority ( "ECRTA ") are in the public interest and are necessary and desirable to the County and its inhabitants; and WHEREAS, in order to facilitate the financing, acquisition, construction, and equipping of the Series 1999 Project, the Board has determined and hereby determines that it is in the best interest of the County and its inhabitants that the County enter into a Ground Lease Agreement dated as of June 1, 1999 (the "Ground Lease ") with the Eagle Lease Financing Corporation (the "Corporation "), providing for the leasing by the Corporation from the County of a site at the Eagle County Regional Airport (the "Site ") for the Series 1999 Project and that the County enter into a Lease Purchase Agreement dated as of June 1, 1999 (the "Lease ") between the County and the Corporation, providing for the leasing and subleasing by the County from the Corporation of the Leased Property (as defined in the Lease), to the financial and other advantage of the County; and WHEREAS, the Lease provides for payment by the County each year during the Lease Term, as it may be extended from year to year at the option of the County, of Base Rentals \ \\DE - 6506417 - 0061689,01 and duly budgeted Additional Rentals (each as defined in the Lease) as currently budgeted and appropriated expenditures of the County, and 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 finance the Series 1999 Project, the Corporation intends to issue the Lease Purchase Agreement Certificates of Participation (Joint Maintenance Service Center Project), Series 1999 (the "Series 1999 Certificates "), evidencing assignments of proportionate interests in rights to receive certain payments under the Lease, which rights have been assigned to U.S. Bank National Association, as Trustee (the "Trustee ") pursuant to a Mortgage and Indenture of Trust dated as of June 1, 1999 (the "Indenture ") between the Corporation and the Trustee; and WHEREAS, in order to further secure the Series 1999 Certificates, MBIA Insurance Corporation (the "Certificate Insurer ") has committed to issue an insurance policy (the "Insurance Policy ") with respect to the Series 1999 Certificates, and the Certificate Insurer has further committed to issue its reserve fund surety bond (the "Surety Bond "), and the Certificate Insurer and the Corporation will enter into a Financial Guaranty Agreement dated as of June 1, 1999 (the "Financial Guaranty Agreement'). NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY, COLORADO, AS FOLLOWS: Section 1. APPROVAL OF THE SERIES 1999 PROJECT LEASE GROUND LEASE. CONSTRUCTION AGREEMENT. AND RELATED DOCUMENTS The Board, on behalf of the County, hereby finds that the accomplishment of the Series 1999 Project and the execution of the Lease, the Ground Lease, and the CMIGC Agreement for Eagle County Joint Maintenance Service Center for Road & Bridge Department and Transportation Authority dated as of June 1, 1999 (the "Construction Agreement') between the County, acting on behalf of the Corporation, and M.A. Mortenson Company, in connection with the Series 1999 Project are necessary and in the best interest of the County and its inhabitants, and that each and every matter and thing as to which provision is made herein is necessary in order to carry out and to effect the purposes hereof. The Lease, the Ground Lease, and the Construction Agreement, forms of which have been presented to the Board (copies of which shall be filed with the records of the County) are hereby approved, and 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 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 Corporation), such approval to be evidenced by their execution thereof. -2- \ \\D E - 650690 - 006169 ].01 Section 2. ACKNOWLEDGMENT AND APPROVAL OF ISSUANCE OF CERTIFICATES AND RELATED DOCUMENTS AND PUBLIC BID AND RELATED ACTIONS BY THE CORPORATION The Board hereby acknowledges and approves the issuance by the Corporation of the Series 1999 Certificates, evidencing assignments of proportional interests in rights to receive certain payments made by the County to the Corporation pursuant to the Lease, and the execution and delivery by the Corporation of the Indenture assigning all rights, title, and interest of the Corporation in, to, and under the Lease (with certain exceptions as provided in the Lease and the Indenture) to the Trustee. The County agrees that the Series 1999 Certificates shall be issued in an aggregate principal amount not to exceed $16,000,000. The Series 1999 Certificates shall be dated, shall mature on the dates and bear interest at the rates and shall contain such other terms as set forth in the Indenture. The Board also hereby acknowledges and approves the execution and delivery by the Corporation of the Financial Guaranty Agreement in connection with the Series 1999 Certificates and the issuance by the Certificate Insurer of the Insurance Policy and Surety Bond. The Corporation on June 10, 1999 received bids for the purchase of the Series 1999 Certificates, and Hanifen, Imhoff Inc., as representative of the purchasers (the "Original Purchaser ") has been selected as the winning bidder for such purchase. The Board hereby acknowledges and approves the selection of the Original Purchaser, and ratifies all action of the County Administrator, the Finance Director and other officers of the County in connection therewith. Section 3. PRELIMINARY OFFICIAL STATEMENT OFFICIAL STATEMENT. AND CONTINUING DISCLOSURE UNDERTAKING There has been filed with the Board the Preliminary Official Statement dated June 1, 1999 (the "Preliminary Official Statement ") in connection with the Series 1999 Certificates. The County confirms that the Preliminary Official Statement has been deemed final as of its date for purposes of Rule 15c2 -12 ( "Rule 15c2 -12 ") promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. The Board hereby authorizes the use and distribution of the Preliminary Official Statement and a final Official Statement (the "Official Statement ") relating to the Series 1999 Certificates by the Corporation and the Original Purchaser in such form as they deem appropriate and adequate for the sale of the Series 1999 Certificates. There has also been filed with the Board a form of Continuing Disclosure Undertaking (the "Continuing Disclosure Undertaking ") with respect to the Series 1999 Certificates, which is hereby approved by the Board. The Chairman is hereby authorized and directed to execute the Continuing Disclosure Undertaking in substantially such form and upon the terms and conditions set forth herein and therein, with such changes therein as officers of the County shall approve (including changes in dates and amounts necessary to conform such documents to the final terms as approved by such officers), such approval to be evidenced by the Chairman's execution thereof. -3- ME - 650640 - 0061687.01 Section 4. APPROVAL OF COUNSEL The firm of Hogan & Hartson L.L.P., Denver, Colorado, is hereby approved as bond counsel in connection with the issuance of the Series 1999 Certificates and as special counsel to the County in connection with the preparation of the Preliminary Official Statement and the Official Statement. Section 5. RATIFICATION OF PREVIOUS ACTIONS All action (not inconsistent with the provisions of this Resolution) heretofore taken by the Board and the officers of the County directed toward effecting the Lease, the Ground Lease, the Series 1999 Project, the Construction Contract, the Preliminary Official Statement, the Official Statement, the Continuing Disclosure Undertaking, the leasing and subleasing of the Leased Property from the Corporation, the sale and delivery by the Corporation of the Series 1999 Certificates and the execution of the Indenture for such purpose be, and the same is hereby, ratified, approved and confirmed. Section 6. INCIDENTAL ACTION The Chairman and Clerk of the County 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 Lease, Ground Lease, Construction Agreement, Continuing Disclosure Undertaking, the performance of the County's obligations thereunder, the issuance and sale by the Corporation of the Series 1999 Certificates, the delivery of the Preliminary Official Statement and the Official Statement, and the execution and delivery of the Indenture and the Financial Guaranty Agreement, and the Insurance Policy and Surety Bond in connection therewith. Notwithstanding any other provision of this Resolution, the Chairman and Clerk are hereby authorized to make or approve such revisions in such documents and the execution of such related documents 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 and the financing of the Series 1999 Project through the issuance of the Series 1999 Certificates, including without limitation determining the actual amount of payments to be made by the County pursuant to the Lease and executing a tax certificate in connection with the Series 1999 Certificates. Section 7. SERIES 1999 CERTIFICATES SHALL NOT CONSTITUTE A DEBT OR FINANCIAL OBLIGATION OF THE COUNTY The Base Rentals and Additional Rentals 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 or requirement in any ensuing Fiscal Year beyond the then current Fiscal Year. No provision of the Lease shall be construed or interpreted as creating a general obligation or other indebtedness of the County within the meaning of any constitutional or statutory debt limitation or requirement. No provision of this Lease shall be construed or interpreted as creating a debt or multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the County within the meaning of any constitutional or statutory debt limitation or requirement. Neither the Lease, the Indenture, nor the Series 1999 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 -4- \ \ME - 65064/] - 0061687.01 whatsoever to exercise its option to purchase the Leased Property under the Lease. 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. Section 8. NO COMPULSION The Board hereby determines and declares that the Base Rentals (as defined in the Lease) do not exceed a reasonable amount so as to place the County under an economic compulsion not to terminate the Lease or to exercise its option to purchase the Leased Property pursuant to the Lease. The Board declares that the period during which the County has an option to purchase the Leased Property (Le., the maximum term of the Lease) does not exceed the useful life of the Leased Property. Section 8. NO PERSONAL LIABILITY Neither the members of the Board nor any other official, employee, or agent of the County shall be liable personally on the Series 1999 Certificates or be subject to any personal liability or accountability by reason of the issuance thereof. Section 10. REPEALER All acts, orders, resolutions, or parts thereof, taken by the County in conflict with this Resolution are hereby repealed, except that this repealer shall not be construed so as to revive any act, order, resolution, or part thereof, heretofore repealed. Section 11. 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 12. SEVERABILITY 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, the intention being that the various paragraphs, clauses or provisions hereof are severable. Section 13. EFFECTIVE DATE This Resolution shall take effect immediately upon its passage. PASSED, APPROVED AND ADOPTED this 14th day of June, 1999. 5 {` �L (COUNTY SEAL) rt dj (tE �' t nCOP A ATT County Clerk an Recorder ME -650 R- 0061681.01 EAGIX, COUNTY, COLORADO By: Chai an, Board of County ommissioners -5- The motion to pass the foregoing Resolution was duly made by Commissioner and seconded by Commissioner Q &., put to a vote and carried upon the following vote: Commissioners voting "Yes ": Commissioners voting "No ": passed. adjourned. County Clerk arffl Recorder Eagle County, Colorado The Chairman thereupon declared the motion carried and the Resolution duly After consideration of other business to come before the Board, the meeting was By: t� 1 Chairman , Board of County Commis ioners Eagle County, Colorado -6- ME -650 R- 006168].01 STATE OF COLORADO ) ss. COUNTY OF EAGLE ) I, Sara J. Fisher, County Clerk and Recorder of Eagle County, Colorado, do hereby certify that the attached copy of Resolution No. 99 -AX 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 550 Broadway, Eagle County, Colorado, the regular meeting place thereof, on Monday, the 14th day of June, 1999; that a true copy of said Resolution has been authenticated by the signatures of the Chairman 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 1 through 6, inclusive, 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 &CL d ay of June, 1999. (COUNTY SE I :D County Clerk and Recorder Eagle County, Colorado - 7 - \\\DE - 6 s0mn . 0061687.01