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HomeMy WebLinkAboutR15-035 ECAT Approving Solar Interes Purchase Agreementr . EAGLE COUNTY AIR TERMINAL CORPORATION RESOLUTION NO. 2015 - U 35 RESOLUTION APPROVING THE SOLAR INTEREST PURCHASE AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND GCASA II,LLC AND AUTHORIZING THE EXPENDITURE OF FUNDS TOWARD THE PURCHASE WHEREAS, the 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, and is validly existing and in good standing under the laws of the State of Colorado; and WHEREAS, the formation of the Corporation has been previously approved by the Board of County Commissioners for Eagle County, Colorado (the "County") and is and shall be operated exclusively on behalf of and for the benefit of the County; and WHEREAS, the Corporation has been duly organized for the purpose of financing, constructing, and operating the Eagle County Airport Terminal; and WHEREAS, County has or will enter into a solar interest purchase agreement with GCASA II, LLC ("Company") in substantially the form attached hereto as Exhibit A (the "Agreement'); and WHEREAS, Company has constructed the Sunnyside Ranch Community Solar Array (the "Array") in Carbondale, Colorado and either directly or through its affiliates has established necessary arrangements and processes that enable its customers to sell generated electricity to Holy Cross Energy in exchange for bill credits on its customers monthly utility bills; and WHEREAS, as part of the Agreement, Eagle County will purchase an interest in the form of Production Capability as defined the Agreement in selected solar panels within the Array; and WHEREAS, as part of the Agreement, Eagle County and/or ECAT has an option to purchase its selected solar panels after five (5) years; and WHEREAS, the purchase price for all of the Production Capability as set forth in the Agreement is three million five thousand one hundred nineteen dollars and ten cents ($3,005,119.10) (the "Purchase Price"); and WHEREAS, the Corporation desires to contribute four hundred ten thousand nine hundred seventy-four dollars and eighteen cents ($410,974.18) representing four hundred forty- six (446) panels and a system size of 136.030 KW toward the Purchase Price in exchange for bill credits on its Holy Cross Energy bills attributable to the panels allocated to ECAT; and WHEREAS, Corporation will pay its contribution from its Capital Fund. The Capital Fund may be used in the discretion of the Corporation, with consent of Eagle County for operating costs and for capital improvements to the Project (as that term is defined in the Trust Indenture dated as of June 1, 1996 between the Corporation and Wells Fargo Bank, National Association (as successor trustee to U.S. Bank National Association), as subsequently amended and supplemented (the"Indenture")) as more fully set forth in the Indenture. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE EAGLE COUNTY AIR TERMINAL CORPORATION: THAT, the Corporation hereby authorizes and approves the Agreement in a form approved by the Eagle County Attorney's Office and substantially in the form of Exhibit A. THAT, the Corporation hereby authorizes and approves a contribution in the amount of four hundred ten thousand nine hundred seventy-four dollars and eighteen cents ($410,974.18) representing four hundred forty-six (446) panels and a system size of 136.030 KW in exchange for bill credits on its Holy Cross Energy bills and the option to purchase the panels as set forth in the Agreement. THAT, such a contribution is a proper use of its Capital Fund and the same has been approved by Eagle County. THAT, the Treasurer of the Corporation is hereby requested and directed to take all action necessary to effectuate the intent of this Resolution. MOVED, READ AND ADAPTED b the Board of Directors of the Eagle County Air Terminal Corporation on this `day of 7i .(/ , 2015. tbate (CORPORATION SE : ' ATTEST: * * EAGLE COUNTY AIR TERMINAL e CORPO'J' TIO By: ArLi.„,1411141/ 1 / By: . �� Secretary Kathy han.9 r-Henry, President