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HomeMy WebLinkAboutR15-095 Joint Maintenance Facility Ground Lease Commissioner it QUA moved adoption of the following Resolution: EAGLE COUNTY, COLORADO RESOLUTION NO. 2015-06E AUTHORIZING AND APPROVING A SITE LEASE, LEASE PURCHASE AGREEMENT, CERTIFICATE PURCHASE AGREEMENT, REFUNDING AGREEMENT, CONTINUING DISCLOSURE AGREEMENT, OFFICIAL STATEMENT, POST- ISSUANCE COMPLIANCE POLICY, AND RELATED DOCUMENTS AND TRANSACTIONS IN CONNECTION WITH THE EXECUTION AND DELIVERY BY UMB BANK, N.A. OF THE HEREINAFTER DESCRIBED REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2015; AUTHORIZING INCIDENTAL ACTION; RATIFYING ACTION PREVIOUSLY TAKEN; REPEALING PRIOR INCONSISTENT ACTIONS; AND PROVIDING FOR 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, the County has the authority, pursuant to Section 30-11-101(1)(c), Colorado Revised Statutes, 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 (the "Board") to be in the best interests of the County and its inhabitants, and pursuant to Section 30- 11-104.1, Colorado Revised Statutes, to enter into lease purchase agreements; and WHEREAS, in order to finance the construction of the County's Joint Maintenance Service Center (the "Joint Maintenance Facility"), the County previously entered into the Ground Lease dated as of June 1, 1999 ("Joint Maintenance Facility Ground Lease") between the County, as lessor, and the Eagle Lease Financing Corporation ("ELFC"), as lessee, and the Lease Purchase Agreement dated as of June 1, 1999, as amended and supplemented by a First Supplemental Lease Purchase Agreement dated as of September 1, 2005 (collectively, the "Joint Maintenance Facility Lease") each between ELFC, as lessor, and the County, as lessee; and WHEREAS, in connection with the refunding of a portion of certificates of participation executed and delivered by ELFC to finance the Joint Maintenance Facility, ELFC executed and delivered the Lease Purchase Agreement Refunding Certificates of Participation (Joint Maintenance Service Center Project), Series 2005 (the "2005 Certificates") pursuant to APP VE TO " Eagle aunty Attorney's Office Cagle County COMM loners'Office the Mortgage and Indenture of Trust, dated as of September 1, 2005 (the "2005 Indenture") between ELFC and U.S. Bank, National Association, as trustee thereunder; and WHEREAS, pursuant to the provisions of the Joint Maintenance Facility Lease, the County is obligated to pay Base Rentals and Additional Rentals (each term as defined in the Joint Maintenance Facility Lease) to ELFC for the use of the Joint Maintenance Facility and certain other property described therein (as more particularly defined in the Joint Maintenance Facility Lease, the "Buildings and Equipment"); and WHEREAS, pursuant to the provisions of the Joint Maintenance Facility Ground Lease and the Joint Maintenance Lease, the County has the right to exercise an option (i;) to purchase the Buildings and the Equipment and (ii) to terminate the Joint Maintenance Facility Ground Lease and the Joint Maintenance Facility Lease pursuant to the terms thereof (collectively, the "Option to Purchase the Joint Maintenance Facility") upon payment of the then applicable Purchase Option Price (as defined in the Joint Maintenance Facility Lease) to effectuate the discharge of the 2005 Indenture; and WHEREAS, the Board has hereby determined to exercise the Option to Purchase the Joint Maintenance Facility and to effectuate the discharge of the 2005 Indenture, and in connection therewith, to direct ELFC to redeem the 2005 Certificates pursuant to the provisions of the 2005 Indenture; and WHEREAS, upon payment in full of all of the outstanding 2005 Certificates pursuant to the terms of the 2005 Indenture and the County's payment of the Purchase Option Price to acquire the Buildings and the Equipment, the 2005 Trustee is required under the Joint Maintenance Facility Lease to assign, transfer and convey to the County good and marketable title to the Buildings and Equipment, as they then exist, subject to certain permitted encumbrances, and the Joint Maintenance Facility Ground Lease and the Joint Maintenance Facility Addition Lease will then be terminated; and WHEREAS, in connection with the redemption of the 2005 Certificates, amounts on deposit in the reserve fund held under the 2005 Indenture, to the extent not used towards the Purchase Option Price for the Buildings and Equipment, will be released to the County to be used for governmental purposes; and WHEREAS, in order to finance the construction of an addition to the County's Justice Center (the "Justice Center Addition"), the County previously entered into the Ground Lease dated as of September 1, 2008, as amended by a First Amendment to Ground Lease Agreement dated as of March 1, 2010 (collectively, the "Justice Center Addition Ground Lease") between the County, as lessor, and the Eagle County Justice Center Financing Corporation (the "ECJCFC"), as lessee, and the Lease Purchase Agreement dated as of September 1, 2008, as supplemented by a First Supplemental Lease Purchase Agreement dated as of March 1, 2010 (collectively, the "Justice Center Addition Lease") between ECJCFC, as lessor, and the County, as lessee; and 13201319 3 2 - WHEREAS, in connection with financing of the Justice Center Addition, ECJCFC executed and delivered the Lease Purchase Agreement Certificates of Participation (Eagle County Justice Center Project), Series 2008 (the "2008 Certificates") pursuant to the Mortgage and Indenture of Trust, dated as of September 1, 2008, as supplemented by a First Supplemental Mortgage and Indenture of Trust dated as of March 1, 2010 (collectively, "2008 Indenture") between ECJCFC and Wells Fargo Bank, National Association, as trustee thereunder(the "2008 Trustee"); and WHEREAS, pursuant to the provisions of the Justice Center Addition Lease, the County is obligated to pay Base Rentals and Additional Rentals (each term as defined in the Justice Center Addition Lease) to ECJCFC for the use of the Justice Center Addition and certain other property described therein (as more particularly defined in the Justice Center Addition Lease, the "Addition and Equipment"); and WHEREAS, pursuant to the provisions of the Justice Center Addition Ground Lease and the Justice Center Addition Lease, the County has the right to exercise an option (i) to purchase the Addition and the Equipment and (ii) to terminate the Justice Center Addition Ground Lease and the Justice Center Addition Lease pursuant to the terms thereof (collectively, the "Option to Purchase the Justice Center Addition") upon payment of the then applicable Purchase Option Price (as defined in the Justice Center Addition Lease) to effectuate the discharge of the 2008 Indenture; and WHEREAS, the Board has hereby determined to exercise the Option to Purchase the Justice Center Addition and to effectuate the discharge of the 2008 Indenture, and in connection therewith, to direct ECJCFC to pay and redeem the 2008 Certificates pursuant to the provisions of the 2008 Indenture; and WHEREAS, in connection with the payment and redemption of the 2008 Certificates, the Board has determined, and now hereby determines, that it is in the best interest of the County and its inhabitants that the County to enter into a Refunding Agreement to be dated prior to the execution and delivery of the hereinafter defined 2015 Certificates (the "Refunding Agreement") with the 2008 Trustee and ECJCFC, pursuant to which there will be deposited with the 2008 Trustee sufficient funds from the proceeds of the 2015 Certificates and certain other available funds to pay and redeem all of the outstanding 2008 Certificates; and WHEREAS, upon payment in full of all of the outstanding 2008 Certificates pursuant to the terms of the 2008 Indenture and the County's payment of the Purchase Option Price to acquire the Addition and Equipment, the 2008 Trustee is required under the Justice Center Addition Lease to assign, transfer and convey to the County good and marketable title to the Addition and Equipment, as they then exist, subject to certain permitted encumbrances, and the Justice Center Addition Ground Lease and the Justice Center Addition Lease will then be terminated; and WHEREAS, upon the assignment, transfer and conveyance by the 2008 Trustee to the County of the Addition and the Equipment and the termination of the Justice Center Addition Ground Lease and the Justice Center Addition Lease, the County will own, in fee title, the site on 13201319 3 3 - which the Justice Center Addition is located, together with the buildings and improvements located thereon, including the Justice Center Addition, (together, the "2015 Leased Property"), as further described in the 2015 Site Lease and the 2015 Lease (each as hereinafter defined); and WHEREAS, the Board has determined, and now hereby determines, that it is in the best interest of the County and its inhabitants that the County lease the 2015 Leased Property to UMB Bank, n.a., as trustee (the "2015 Trustee") under the 2015 Indenture (hereinafter defined) pursuant to a Site Lease between the County, as lessor, and the 2015 Trustee, as lessee (the "2015 Site Lease"), and lease back the 2015 Trustee's interest in the 2015 Leased Property pursuant to the terms of a Lease Purchase Agreement (the "2015 Lease") between the 2015 Trustee, as lessor, and the County, as lessee; and WHEREAS, pursuant to the 2015 Lease, and subject to the right of the County to terminate the 2015 Lease and other limitations as therein provided, the County will pay certain Base Rentals and Additional Rentals (as such terms are defined in the 2015 Lease) in consideration for the right of the County to use the 2015 Leased Property; and WHEREAS, the County's obligation under the 2015 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; and shall not constitute a general obligation or other indebtedness or multiple fiscal year financial obligation of the County within the meaning of any constitutional, statutory limitation or requirement concerning the creation of indebtedness or multiple fiscal year financial obligation, nor a mandatory payment obligation of the County in any ensuing fiscal year beyond any fiscal year during which the 2015 Lease shall be in effect; and WHEREAS, the 2015 Lease further provides that the County at its option may renew the 2015 Lease for successive annual terms beyond the initial term according to a schedule set forth in the 2015 Lease, or may terminate the 2015 Lease in accordance with its terms; and WHEREAS, in order to finance a portion of the Purchase Option Price to exercise the Option to Purchase the Joint Maintenance Facility and a portion of the Purchase Option Price to exercise the Option to Purchase the Justice Center Addition, UMB Bank, n.a., as the 2015 Trustee will enter into an Indenture of Trust (the "2015 Indenture") pursuant to which there are expected to be executed and delivered Refunding Certificates of Participation, Series 2015 (the "2015 Certificates") dated as of their date of delivery that shall evidence proportionate interests in the right to receive certain payments under the 2015 Lease, shall be payable solely from the sources therein provided, and shall not directly or indirectly obligate the County to make any payments beyond those appropriated for any fiscal year during which the 2015 Lease shall be in effect; and WHEREAS, based on the information provided by the hereinafter defined Underwriter, the aggregate principal and interest payments due on the 2015 Certificates would be lower than the combined aggregate principal and interest payments due on the outstanding 2005 Certificates and the outstanding 2008 Certificates and accordingly, the aggregate amount of the Base Rentals due under the 2015 Lease would be less than the combined aggregate amount of the 13201319 3 4 - Base Rentals due under the Joint Maintenance Facility Lease and the Justice Center Addition Lease, which results in savings to the County; and WHEREAS, RBC Capital Markets, LLC (the "Underwriter") has offered to purchase the 2015 Certificates in a negotiated sale and the Board hereby determines that it is in the best interest of the County that the 2015 Certificates are sold to the Underwriter and, in connection therewith, to enter into a Certificate Purchase Agreement with the 2015 Trustee and the Underwriter to be dated prior to the date of the execution and delivery of the 2015 Certificates (the "Certificate Purchase Agreement"); and WHEREAS, pursuant to Rule 15c2-12 (the "Rule") promulgated by the U.S. Securities and Exchange Commission under 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 UMB Bank, n.a., as dissemination agent, with respect to the 2015 Certificates (the "Continuing Disclosure Agreement"); and WHEREAS, to ensure that the County carries out its obligations with respect to the 2015 Leased Property in accordance with applicable federal tax laws, the County has determined to adopt tax compliance procedures (the "Post-Issuance Compliance Policy"); and WHEREAS, there have been presented to the Board the proposed forms of(i) the 2015 Site Lease; (ii) the 2015 Lease; (iii) the Certificate Purchase Agreement; (iv) the Refunding Agreement; (v) the Continuing Disclosure Agreement; (vi) the Post-Issuance Compliance Policy (collectively, the documents referred to in (i) through (vi) are referred to herein as "County Documents"); and (vii) the Preliminary Official Statement (the "Preliminary Official Statement") relating to the 2015 Certificates; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY, COLORADO,AS FOLLOWS: Section 1. APPROVAL OF THE COUNTY'S OPTION TO PURCHASE THE JOINT MAINTENANCE FACILITY AND OPTION TO PURCHASE THE JUSTICE CENTER ADDITION; APPROVAL OF THE COUNTY DOCUMENTS AND RELATED DOCUMENTS. The Board, on behalf of the County, hereby finds that the County's exercise of the Option to Purchase the Joint Maintenance Facility and the Option to Purchase the Justice Center Addition and the execution of the County Documents 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 Board hereby approves the County's exercise of the Option to Purchase the Joint Maintenance Facility and the Option to Purchase the Justice Center Addition and authorizes the County to direct ELFC and ECJCFC to redeem and refund the 2005 Certificates and the 2008 Certificates, respectively, pursuant to the terms of the 2005 Indenture and the 2008 Indenture, respectively. The County hereby authorizes the release of amounts on deposit in the reserve fund held under the 2005 Indenture (to the extent such amounts are not needed to pay the 13201319 3 5 - Purchase Option Price for the Buildings and Equipment) and the use of such amounts for governmental purposes. The County Documents, 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 Chair of the Board (the "Chair") or in her absence, any of the Commissioners of the Board is hereby authorized and directed, for and on behalf of the County, to execute and deliver, and the County Clerk and Recorder of the County (the "Clerk") is hereby authorized and directed, for and on behalf of the County, to affix the seal of the County where appropriate and attest to such documents in substantially such forms 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 of the 2015 Certificates), such approval to be evidenced by their execution thereof. The approval hereby given to the various documents referred to herein includes an approval of such additional details therein as may be necessary and appropriate for their completion, deletions therefrom and additions thereto as may be approved by special counsel prior to the execution of the documents. The execution of any document or instrument by the aforementioned officers or members of the Board shall be conclusive evidence of the approval by the County of such document or instrument in accordance with the terms hereof and thereof. The County also hereby acknowledges the execution and delivery of the 2015 Indenture and the 2015 Certificates by the 2015 Trustee. Section 2. SUPPLEMENTAL ACT; PARAMETERS. The Board hereby elects to apply all of the provisions of the Supplemental Public Securities Act, constituting Title 11, Article 57, Part 2 of Colorado Revised Statutes (the "Supplemental Act") to the 2015 Lease and the 2015 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 Colorado law. Pursuant to the Supplemental Act, the Board hereby delegates to any member of the Board and the County Manager the authority to make any determination delegable pursuant to Section 11-57-205(1)(a-i), Colorado Revised Statutes, in relation to the 2015 Lease and the 2015 Site Lease, and to execute a sale certificate (the "Sale Certificate") setting forth such determinations, including without limitation, the term of the 2015 Site Lease, the term of the 2015 Lease and the rental amount to be paid by the County pursuant to the 2015 Lease, subject to the following parameters and restrictions: (a) the 2015 Site Lease term shall not extend beyond December 31, 2038; (b) the aggregate amount of the principal component of the Base Rentals relating to the 2015 Certificates shall not exceed $23,000,000; (c) the 2015 Lease term shall end no later than December 31, 2029; (d) the 2015 Lease shall be subject to prepayment at the option of the County as provided in the Sale Certificate, without prepayment penalty; 13201319 3 6 - (e) the purchase price of the 2015 Certificates shall not be less than 97% of the aggregate amount of the principal component of the Base Rentals under the 2015 Lease; (f) the maximum annual (fiscal year) amount of the Base Rentals (principal and interest components) relating to the 2015 Certificates shall not exceed $2,900,000; and (g) the maximum net effective interest rate on the interest component of the Base Rentals relating to the 2015 Certificates shall not exceed 4.0%. Pursuant to Section 11-57-205 of the Supplemental Act, the Board hereby delegates to any member of the Board and the County Manager the independent authority to sign the Certificate Purchase Agreement. The Board hereby agrees and acknowledges that the proceeds of the 2015 Certificates will be used to finance the County's exercise of the Option to Purchase the Joint Maintenance Facility and the Option to Purchase the Justice Center Addition to effectuate the defeasance of the 2005 Indenture and the 2008 Indenture, respectively, in accordance with the respective terms thereof, and to pay other costs of executing and delivering the 2015 Certificates. Section 3. PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT. The Preliminary Official Statement relating to the 2015 Certificates and the use and distribution thereof by the Underwriter is hereby affirmed 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 of the final Official Statement (the "Official Statement") relating to the 2015 Certificates with such changes from the Preliminary Official Statement as officers of the County may hereafter approve and further authorizes the use and distribution of the Official Statement by the County officers and the Underwriter in such form as they deem appropriate and adequate for the sale of the 2015 Certificates. The Chair of the Board or in her absence, any of the Commissioners of the Board is hereby authorized and directed, for and on behalf of the County, to execute and deliver the Official Statement. Section 4. RATIFICATION OF PREVIOUS ACTION S. 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 County Documents, the County's exercise of the Option to Purchase the Joint Maintenance Facility and the Option to Purchase the Justice Center Addition, the leasing to the Trustee and leasing back from the Trustee the 2015 Leased Property, the execution and delivery by the 2015 Trustee of the 2015 Certificates and the execution of the 2015 Indenture for such purpose be, and the same is hereby, ratified, approved and confirmed. Section 6. INCIDENTAL ACTION. The Chair or in her absence, any of the Commissioners of the Board, Clerk, 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 13201319 3 7 - appropriate in order to effectuate the delivery of the aforesaid County Documents and the performance of the County's obligations thereunder; the County's exercise of the Option to Purchase the Joint Maintenance Facility and the Option to Purchase the Justice Center Addition; the execution and delivery by the 2015 Trustee of the 2015 Certificates and the 2015 Indenture; the delivery of the Preliminary Official Statement and the Official Statement; the payment and redemption of the 2005 Certificates and the 2008 Certificates; the assignment, transfer and conveyance of the Buildings and Equipment by the 2005 Trustee to the County; the assignment, transfer and conveyance of the Addition and Equipment by the 2008 Trustee to the County; and the termination of the Joint Maintenance Facility Ground Lease, the Joint Maintenance Facility Lease, the Justice Center Addition Ground Lease, and the Justice Center Addition Lease. Section 7. NO DEBT OR MULTIPLE FISCAL YEAR FINANCIAL OBLIGATION OF THE COUNTY. The Base Rentals and Additional Rentals under the 2015 Lease shall constitute currently budgeted and appropriated expenditures of the County. The County's obligations under the 2015 Lease shall be subject to the County's annual right to renew the 2015 Lease and rights to terminate the 2015 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 2015 Site Lease, the 2915 Lease, the 2015 Indenture or the 2015 Certificates shall be construed or interpreted as creating a general obligation or other indebtedness or multiple fiscal year financial obligation of the County within the meaning of any constitutional or statutory debt limitation or requirement. The County shall have no obligation to make any payment with respect to the 2015 Certificates except in connection with the payment of the Base Rentals and certain other payments under the 2015 Lease, which payments may be terminated by the County in accordance with the provisions of the 2015 Lease. No provision of the 2015 Site Lease, the 2015 Lease or the 2015 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 2015 Lease, the 2015 Indenture, nor the 2015 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 2015 Leased Property under the 2015 Lease. No provision of the 2015 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 due under the 2015 Lease, in the maximum amounts authorized pursuant to Section 2 hereof, constitute the fair rental value of the 2015 Leased Property and do not exceed a reasonable amount so as to place the County under an economic compulsion to renew the 2015 Lease or to exercise its option to purchase the 2015 Leased Property pursuant to the 2015 Lease. The Board declares that the period during which the County has an option to purchase the 2015 Leased Property (i.e., the maximum term of the 2015 Lease) does not exceed the useful life of the 2015 Leased Property. 13201319 3 8 - Section 9. NO PERSONAL LIABILITY. Pursuant to Section 11-57-209 of the Supplemental Act, 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 prior redemption premiums on the 2015 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 2015 Certificates and as a part of the consideration of their sale or purchase, any person purchasing or selling such 2015 Certificate specifically waives any such recourse. 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 2015 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. [Signatures on Following Pages] 13201319 3 9 - MOVED, READ AND ADOPTED, by the Board of County Commissioners of the County of Eagle, State of Colorado, at its regular meeting held the 10th day of November, 2015. COUNTY OF EAGLE, STATE OF COLORADO By and Through its BOARD OF COUNTY COMMI . ION RS sAGt4.c ATTEST: 0 ; : ��♦ . i ./ _ .l . La.. * Kathy candler-Henry, f hair • 1 1010,-.0 G-A i u c. o Clerk to the :oard of County ''r _A / (Li _ Ala Commissioners �unsaker Ryan, Commission- din nne McQueen y, Commissioner Commissioner lx. seconded adoption of the foregoing Resolution. The roll having been called, the vote was as follows: Commissioner Chandler-Henry Commissioner Hunsaker Ryan 414 Commissioner McQueeney 4a.,,,, This Resolution passed by 3/6 vote of the Board of County Commissioners of the County of Eagle, State of Colorado. STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) I, Teak J. Simonton, County Clerk and Recorder of Eagle County, Colorado, do hereby certify that the attached copy of Resolution No. 2015-D15 , 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 Tuesday, the 10th day of November, 2015; 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 1 through 9, 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 10th day of November, 2015. o�6464 c • (SEAL) L(&4L b °o Count lerk and Recorder Eagle County, Colorado 11 -