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