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HomeMy WebLinkAboutR06-054 - issuance of ECAT airport terminal project revenue refunding and improvement bonds Commissioner 0Imv moved adoption of the following Resolution: BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO RESOLUTION NO. 06 -OS 'f ADOPTED MAY 23, 2006 APPROVING THE ISSUANCE BY EAGLE COUNTY AIR TERMINAL CORPORATION OF UP TO $10,000,000 AGGREGATE PRINCIPAL AMOUNT OF AIRPORT TERMINAL PROJECT REVENUE REFUNDING AND IMPROVEMENT BONDS, SERIES 2006 TO REFUND THE SERIES 1996 BONDS, FINANCE CERTAIN IMPROVEMENTS AND TO ACQUIRE LAND RELATED TO THE AIRPORT FACILITIES; AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL PROJECT AGREEMENT, A 2006 PROJECT AGREEMENT, A DE-ICING FACILITY GROUND LEASE, A DE-ICING FACILITY SUBLEASE, A ROAD IMPROVEMENTS LEASE, A 2006 CONSTRUCTION AGREEMENT AND OTHER RELATED PROJECT DOCUMENTS; ASSIGNING CERTAIN RIGHTS AND INTERESTS OF THE COUNTY IN CONNECTION WITH THE PROJECT; RATIFYING ACTION PREVIOUSL Y TAKEN; 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, is validly existing and in good standing under the laws of the State of Colorado, is 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 formation of the Corporation has been previously approved by the County, following a public hearing held on June II, 1996; 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 \ \\DE . 65064/0020 . 257804 v7 WHEREAS, to provide the funds needed for the acquisition, construction and equipping of its commercial passenger terminal (the "Original Project"), the Corporation previously entered into a Trust Indenture (the "Original Indenture") dated as of June I, 1996, between the Corporation and U.S. Bank National Association (formerly Colorado National Bank), as Trustee (the "Trustee"), as amended and supplemented by a First Supplemental Trust Indenture, between the Corporation and Trustee, (the "First Supplemental Indenture") dated as of June 1,2001, and issued its Airport Terminal Project Revenue Bonds, Series 1996, (the "1996 Bonds") and its Airport Terminal Project Revenue Bonds, Series 2001A and its Taxable Airport Terminal Project Revenue Bonds, Series 2001B (collectively, the "2001 Bonds"); and WHEREAS, the County and the Corporation have previously entered into a First Supplemental Ground Lease, amending and supplementing a Restated Ground Lease recorded on July 2, 1996 (collectively, the "Ground Lease"), with respect to the site for the Original Project; and WHEREAS, the County and the Corporation have previously entered into a Supplemental Project Agreement, amending and supplementing a Project Agreement recorded July 9, 1996 (collectively, the "Project Agreement"), relating to the Original Project; and WHEREAS, the County and the Corporation have previously entered into a First Supplemental Project Construction and Management Agreement, amending and supplementing the Project Construction and Management Agreement (collectively, the "Management Agreement"), relating to the Original Project; and WHEREAS, the County and the Corporation have previously entered into a Parking Facilities Sublease relating to the Original Project (the "Parking Sublease" and, together with the Ground Lease, the Project Agreement and the Management Agreement, the "Original Project Documents"); and WHEREAS, pursuant to the provisions of Title II, Article 56 of the Colorado Revised Statutes, as amended (the "Refunding Act"), which shall apply to the Refunding Project, defined below, the Board of Directors of the Corporation (the "Corporate Board") has determined that in order to reduce the net effective interest rate on the 1996 Bonds and reduce the total principal and interest payable on the 1996 Bonds, it is in the best interest of the County and the Corporation to refund the 1996 Bonds (the "Refunding Project"); and WHEREAS, the Board of County Commissioners (the "Board") has determined and hereby determines that RBC Capital Markets (the "Underwriter") has submitted all information to the Board relating to the Refunding Project as required by Section 11-56-104.5 of the Refunding Act; and WHEREAS, for purposes of providing for the defeasance of the 1996 Bonds pursuant to the Indenture, the Corporation intends to enter into a Refunding Agreement dated as of June 1,2006 (the "Refunding Agreement") between the Corporation and Trustee; and - 2 - \ \ \DE - 65064/0020 - 257804 v7 WHEREAS, the Corporation intends to issue bonds to fund the costs of (i) the Refunding Project and (ii) acquisition, construction and improvement of a de-icing facility to be used in connection with certain operations at the Airport and acquisition of land to be used for expansion of Airport access roads and Airport related projects (the "2006 Project" and together with the Original Project and the Refunding Project, the "Project"); and WHEREAS, the Corporation intends to enter into a Second Supplemental Trust Indenture dated as of June I, 2006 (the "Second Supplemental Indenture" and, together with the Original Indenture and the First Supplemental Indenture, the "Indenture") to supplement the Original Indenture in connection with the issuance of (i) the Airport Terminal Project Revenue Refunding Bonds, Series 2006A (the "Series 2006A Bonds") to provide funds needed for the financing of the Refunding Project and (ii) the Airport Terminal Project Revenue Improvement Bonds, Series 2006B (the "Series 2006B Bonds" and together with the Series 2006A Bonds, the "Series 2006 Bonds") to refinance the costs of acquisition, construction and improvement of the 2006 Project; and WHEREAS, the Corporation intends to sell the Series 2006 Bonds to the Underwriter pursuant to a Bond Purchase Agreement between the Corporation and the Underwriter (the "Bond Purchase Agreement"); and WHEREAS, in order to induce the Corporation and the Underwriter to enter into the Bond Purchase Agreement, the Board has determined and hereby determines that it is in the best interests of the County to make certain representations regarding, among other things, the legal existence of the County, the authorization and execution by the County of its agreements relating to the 1996 Bonds, the 200 I Bonds, and the Series 2006 Bonds and enforceability of such agreements against the County; and WHEREAS, the County and the Corporation intend to enter into a Ground Lease (the "De-Icing Facility Ground Lease") pursuant to which the Corporation will lease from the County certain real property to be used in connection with the 2006 Project de-icing facility; and WHEREAS, the County and the Corporation intend to enter into a De-Icing Facility Sublease (the "De-Icing Facility Sublease") pursuant to which the County will sublease from the Corporation the de-icing facility and will lease the improvements constructed thereon; and WHEREAS, the County and the Corporation intend to enter into a [Ground] Lease (the "Road Improvements Lease") pursuant to which the Corporation will lease to the County land in connection with the 2006 Project road improvements; and WHEREAS, in connection with the construction of the 2006 Project, the County and the Corporation intend to enter into a Project Construction Agreement (the "2006 Construction Agreement") relating to the 2006 Project; and - 3 - \ \ \DE . 65064/0020 . 257804 v7 WHEREAS, the County and the Corporation intend to enter into a Second Supplemental Project Agreement (the "Second Supplemental Project Agreement"), amending and supplementing the Project Agreement; and WHEREAS, the County and the Corporation intend to enter into a 2006 Project Agreement (the "2006 Project Agreement") relating to the 2006 Project; and WHEREAS, there has been presented to the Board the proposed forms of the (i) the Refunding Agreement; (ii) Second Supplemental Indenture; (iii) De-Icing Facility Ground Lease; (iv) De-Icing Facility Sublease; (v) Road Improvements Lease; (vi) 2006 Construction Agreement; (vii) Second Supplemental Project Agreement; (viii) 2006 Project Agreement; and (ix) Preliminary Limited Offering Memorandum (the "Limited Offering Memorandum") relating to the Series 2006 Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY, COLORADO, AS FOLLOWS: Section I. ACKNOWLEDGMENT AND APPROVAL OF ISSUANCE OF SERIES 2006 BONDS AND RELATED DOCUMENTS AND RELATED ACTIONS BY THE CORPORATION. The Board hereby acknowledges and approves the issuance by the Corporation of the Series 2006 Bonds pursuant to the Refunding Act and Title 11, Article 57, Part 2 of Colorado Revised Statutes, as amended, constituting the Supplemental Public Securities Act (the "Supplemental Act"). The County agrees that the Series 2006 Bonds shall be issued in an aggregate principal amount not to exceed $10,000,000, with a maximum net effective interest rate for each series of the Series 2006 Bonds not to exceed 6.50% per annum, respectively, as described herein and in the Indenture, and that the refunding of the 1996 Bonds shall result in a net present value savings of not less than 3.00% of the principal amount of the 1996 Bonds. Each series of the Series 2006 Bonds shall be dated, shall mature on the dates 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 Refunding Agreement, the Second Supplemental Indenture, and the Limited Offering Memorandum in connection with the issuance of the Series 2006 Bonds. The Board hereby acknowledges and approves the selection of the Underwriter and the entering by the Corporation into the Bond Purchase Agreement, and ratifies all actions of the County Administrator, the Finance Director and other officers of the County in connection therewith. Section 2. ELECTION TO APPLY SUPPLEMENTAL PUBLIC SECURITIES ACT. The County hereby elects to apply the Supplemental Act to the issuance of the Series 2006 Bonds; 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. - 4 - \ \ \DE . 65064/0020 . 257804 v7 Section 3. RA TIFICA TION. All actions (not inconsistent with the provisions of this Resolution) heretofore taken by the Board in connection with the Original Project, the Refunding Project and the 2006 Project are hereby ratified, approved and confirmed. The Original Project Documents, in the forms previously approved by the County, are hereby ratified, approved, and adopted as the agreements of the County, in the same manner as if each such agreement was entered into by and with the specific authorization of the County. Section 4. APPROV AL OF THE DE-ICING FACILITY GROUND LEASE, DE-ICING FACILITY SUBLEASE, ROAD IMPROVEMENTS LEASE, 2006 CONSTRUCTION AGREEMENT, SECOND SUPPLEMENTAL PROJECT AGREEMENT, AND 2006 PROJECT AGREEMENT. The forms of the De-Icing Facility Ground Lease, De- Icing Facility Sublease, Road Improvements Lease, 2006 Construction Agreement, Second Supplemental Project Agreement (including the County's agreement under the Second Supplemental Project Agreement to accept title to the Original Project upon retirement of all of the Series 200 I and Series 2006A Bonds), and 2006 Project Agreement (including the County's agreement under the 2006 Project Agreement to accept title to the 2006 Project upon retirement of all of the Series 2006B Bonds) (collectively, the "2006 Project Documents") 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, and to attest such 2006 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 document to the final terms as approved by the County), such approval to be evidenced by the execution thereof. Notwithstanding any other provision of this Resolution, the Chairman is hereby authorized to make or approve such revisions in the 2006 Project 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. Section 5. 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 2006 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 Refunding Agreement, Second Supplemental Indenture, De-Icing Facility Ground Lease, De-Icing Facility Sublease, Road Improvements Lease, 2006 Construction Agreement, Second Supplemental Project Agreement, and 2006 Project Agreement to operate and maintain the Project, and to finance the Refunding Project and the 2006 Project by issuing the Series 2006 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 6. 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 - 5 - \ \ \DE - 65064/0020 - 257804 v7 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 2006 Project Documents and such other documents as shall be necessary for (a) the performance of the County's obligations thereunder, (b) the operation, and maintenance of the Project, and (c) the financing of the Refunding Project and the 2006 Project through the issuance and sale of the Series 2006 Bonds by the Corporation. Notwithstanding any other provisions of this Resolution, pursuant to Section 11-57-206 of the Supplemental Act, the Chairman is hereby authorized to make or approve such revisions in such documents, including the date thereof, 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 Series 2006 Bonds. Section 7. SERIES 2006 BONDS SHALL NOT CONSTITUTE A FINANCIAL LIABILITY OF THE COUNTY. The Series 2006 Bonds, the Original Project Documents, and the 2006 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 multiple fiscal year obligation or financial liability of the County or charge against its general credit or taxing powers. Section 8. RESOLUTION IRREPEALABLE. This Resolution is, and shall constitute, a legislative measure of the County, and after the Series 2006 Bonds are issued and outstanding, this Resolution shall constitute a contract between the County and the owner or owners of the Series 2006 Bonds, and shall be and remain irrepealable until the Series 2006 Bonds and the interest accruing thereon shall be fully paid, satisfied and discharged. Section 9. 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 10. 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 11. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. - 6- \ \ \DE - 65064/0020 - 257804 v7 ADOPTED this 23 day of May, 2006. EAGLE COUNTY, COLORADO, By and Through its BOARD OF COUNTY .. Clerk to the Board of County Commissioners Arn M. Menconi, Commissioner (SEAL) ~:tSSioner commissioner~ seconded adoption of the foregoing resolution. The roll having been called, the vot was as follows: Commissioner Runyon ~ Commissioner Menconi Commissioner Stone or This Resolution passed by Pj{) vote of the Board of County Commissioners of the County of Eagle, State of Colorado. - 7 - \ \ \DE . 65064/0020 . 257804 v7