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HomeMy WebLinkAboutR10-022 Justice Center Financing CorpCommissioned ~C"ti~' moved adoption of the following Resolution: EAGLE COUNTY, COLORADO RF,SOLUTION N0.2010- APPROVING A FIRST SUPPLEMENTAL LEASE PURCHASE AGREEMENT, FIRST AMENDMENT TO GROUND LEASE, AND RELATED DOCUMENTS AND TRANSACTIONS IN CONNECTION WITH AN ADDITIONAL PROJECT TO BE FINANCED WITH PROCEEDS OF THE CERTIFICATES OF PARTICIPATION, SERIES 2008 ISSUED BY EAGLE COUNTY JUSTICE CENTER FINANCING CORPORATION TO FINANCE THE CONSTRUCTION OF AN ADDITION TO THE EAGLE COUNTY JUSTICE CENTER; 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, by Resolution No. 2008-109 adopted by the Board of County Commissioners (the "Board") of the County, the Board had, among other things, authorized the financing, acquisition, construction and equipping of an addition to the existing Eagle County Justice Center (the "Addition") to be located on certain real property of the County (the "Series 2008 Project") for use by the County and authorized various agreements and transactions necessary to accomplish the Series 2008 Project; and WHEREAS, in order to facilitate the financing, construction, acquisition and equipping of the Series 2008 Project, the Board has previously entered into (i) a Ground Lease Agreement dated as of September 1, 2008 (the "Ground Lease") with the Eagle County Justice Center Financing Corporation (the "Corporation"), providing for the leasing by the Corporation from the County of a site abutting the existing Eagle County Justice Center (the "Site") for the Series 2008 Project and (ii) a Lease Purchase Agreement dated as of September 1, 2008 (the "Lease") between the County and the Corporation, providing for the leasing and subleasing by the County from the Corporation of the Leased Property; and \ \ \ DD - 065064/0000'L 1 - A43340 v 1 WHEREAS, in order to finance the Series 2008 Project, the Corporation issued $21,300,000 aggregate principal amount of Lease Purchase Agreement Certificates of Participation (Eagle County Justice Center Project), Series 2008 (the "Series 2008 Certificates"), evidencing assignments of proportionate interests in rights to receive certain payments under the Lease, which rights were assigned to Wells Fargo Bank National Association, as Trustee (the "Trustee") pursuant to a Mortgage and Indenture of Trust dated as of September 1, 2008 (the "Original Indenture"j between the Corporation and the Trustee; and WHEREAS, the Series 2008 Project is expected to be completed under budget and, therefore, it is expected that a portion of the proceeds of the Series 2008 Certificates will remain after the completion of the Series 2008 Project; and WHEREAS, the Board has determined and hereby determines that it is in the best interests of the County and its inhabitants that such excess proceeds of the Series 2008 Certificates be applied to the construction, acquisition and improvement of an additional project (the "Additional Project") abutting the Eagle County Justice Center, and, in connection therewith, that the Ground Lease and the Lease be amended or supplemented in order to lease to the Corporation the site upon which the Additional Project will be located (the "Additional Site") and to include the Additional Project into the Series 2008 Project; and WHEREAS, there have been presented to the Board the proposed forms of (i) the First Amendment to the Ground Lease dated as of March 1, 2010 (the "First Amendment") between the County, as ground lessor and the Corporation, as ground lessee and (ii) the First Supplemental Lease Purchase Agreement dated as of March 1, 2010 (the "First Supplemental Lease") between the Corporation, as lessor, and the County, as lessee; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY, COLORADO, AS FOLLOWS: Section 1. APPROVAL OF THE ADDITIONAL PROJECT FIRST AMENDMENT, FIRST SUPPLEMENTAL LEASE AND RELATED DOCUMENTS. The Board, on behalf of the County, hereby finds that the accomplishment of the Additional Project and the execution of the First Amendment and First Supplemental Lease 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 First Amendment and First Supplemental Lease, 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, such approval to be evidenced by their execution thereof. -2- \ \ \DE - OG5064/000021 - -1d3ad0 ~~ I Section 2. RATIFICATION AND CONFIRMATION OF GROUND LEASE AND LEASE. The Board hereby ratifies and confirms the Ground Lease, as amended by the First Amendment, and the Lease, as amended by the First Supplemental Lease. Section 3. 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 First Amendment and the First Supplemental Lease, the Additional Project, the leasing and subleasing of the Additional Site and the Additional Project be, and the same is hereby, ratified, approved and confirmed. Section 4. INCIDENTAL ACTION. The Chairman and Clerk of the County are hereby authorized and directed to execute and deliver such other documents (including execution of an amendment to the tax certificate delivered by the County in connection with the Series 2008 Certificates) and to take such other action as may be necessary or appropriate in order to effectuate the delivery of the aforesaid First Amendment and the First Supplemental Lease and the performance of the County's obligations thereunder. Section 5. NO PERSONAL LIABILITY. Neither the members of the Board nor any other official, employee, or agent of the County shall be subject to any personal liability or accountability by reason of the transactions approved hereby. Section 6. 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 7. 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 8. 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 9. EFFECTNE DATE. This Resolution shall take effect immediately upon its passage. -3- \ \ \ DE - 065064/000021 - 443340 v 1 MOVED, READ AND ADOPTED, by the Board of County Commissioners of the County of Eagle, State of Colorado, at its regular meeting held the 'day of March, 2010. COUNTY OF EAGLE, STATE OF COLORADO By and Through its BOARD OF COUNTY COMMISSIONERS ATTEST: ~o~ J. Fisher Clerk to the Board of County c~~/ Commissioners -°aAO°.~'`' Peter F. Runyon, Commissi Commissioner ~l- Zd° seconded adoption of the foregoing Resolution. The roll having been called, the vote s as follows: Commissioner Fisher C~'~ Commissioner Stavney Commissioner Runyon This Resolution passed by ~ vote of the Board of County Commissioners of the County of Eagle, State of Colorado. ~~~~e-os~oraiooooz~ naaano~i STATE OF COLORADO ) ) SS. COUNTY OF EAGLE 1 I, Teak J. Simonton, County Clerk and Recorder of Eagle County, Colorado, do hereby certify that the attached copy of Resolution No. 2010-,~~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 ~ day of March, 2010; 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 4, 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 WITN~,SS WHEREOF, I have hereunto set my hand and the seal of Eagle County, Colorado this ~~.~' day of March, 2010. oQ~'. (SEAL) ~ C-~~~'l ? -,-~~%'L j ~ ~ County Clerk and Recorder ,, c°~oac~~° Eagle County, Colorado -5- \ V ADE - 065064/000021 - -413340 vl