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HomeMy WebLinkAbout 926 Authorizing approving the Execution & Delivery Site Lease AgreementORDINANCE N0.926 AN ORDINANCE OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY BY THE TOWN OF A SITE LEASE AGREEMENT AND A LEASE PURCHASE AGREEMENT AND RELATED DOCUMENTS, IN CONNECTION WITH THE FINANCING OF THE ACQUISITION, CONSTRUCTION AND INSTALLATION OF CERTAIN PUBLIC IMPROVEMENTS; SETTING FORTH CERTAIN PARAMETERS AND RESTRICTIONS; RATIFYING ACTION PREVIOUSLY TAKEN; AND PROVIDING OTHER MATTERS RELATED THERETO. WHEREAS, the Town of Firestone, Colorado (the "Town") is a statutory town duly organized and existing under the Constitution and laws of the State of Colorado (the "State"); and WHEREAS, the members of the Board of Trustees of the Town (the "Board") have been duly elected and qualified; and WHEREAS, the Town is authorized by Section 31-15-801, Colorado Revised Statutes ("C.R.S."), to enter into rental or leasehold agreements in order to provide necessary land, buildings, equipment and other property for governmental or proprietary purposes; and WHEREAS, the Town is authorized by Section 3145-713 (1)(c), C.R.S. to lease any real estate, together with any facilities thereon, owned by the Town when deemed by the governing body to be in the best interest of the Town; and WHEREAS, the Board has determined and now hereby determines that it is in the best interests of the Town and its inhabitants to finance the acquisition, construction and installation of a police building, to include a court facility and a multi -purpose police training/community room (the "Building") and related machinery, equipment and tangible personal property (collectively, the "Equipment" and together with the Building, the "Project"), and WHEREAS, the Board has determined and now hereby determines that it is in the best interests %J the Town to provide for the financing of the Project by entering into a lease financing as hereinafter provided; and WHEREAS, the Project will be located on certain real property that will be owned in fee title by the Town (the "Site"); and WHEREAS, the Board has determined and hereby determines that it is in the best interests of the Town and its inhabitants to provide for the financing of the acquisition, construction and installation of the Project as follows: (a) the Town will lease the Site to UMB Bank, n.a., as trustee (the "Trustee") pursuant to a Site Lease (the "Site Lease"), (b) the Project will be acquired, constructed and installed on the Site with the net proceeds of the Certificates 1 (hereinafter defined), (c) the Building will initially be owned by the Trustee, (d) the Trustee will sublease the Site and lease the Building to be constructed and located thereon (collectively, the "Leased Property") to the Town pursuant to the Lease, and (e) the Equipment will be owned by the Town and will not be subject to the Site Lease or the Lease; and WHEREAS, pursuant to the Lease, and subject to the right of the Town to terminate the Lease and other limitations as therein provided, the Town will pay certain Base Rentals and Additional Rentals (as such terms are defined in the Lease) in consideration for the right of the Town to use the Leased Property; and WHEREAS, the TOw11's obligation under the Lease to pay Base Rentals and Additional Rentals shall be from year to year only; shall constitute currently budgeted expenditures of the Town; 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 Town within the meaning of any constitutional or statutory limitation or requirement concerning the creation of indebtedness or multiple fiscal year financial obligation, nor a mandatory payment obligation of the Town in any ensuing fiscal year beyond any fiscal year during which the Lease shall be in effect; and WHEREAS, contemporaneously with the execution and delivery of the Site Lease and the Lease, the Trustee will execute and deliver an Indenture of Trust (the "Indenture") pursuant to which there will be executed and delivered certain certificates of participation (the "Certificates") dated as of their date of delivery that shall evidence proportionate interests in the right to receive certain Revenues (as defined in the Lease), shall be payable solely from the sources therein provided and shall not directly or indirectly obligate the Town to make any payments beyond those appropriated for any fiscal year during which the Lease shall be in effect; and WHEREAS, the net proceeds of the Certificates, together with other available money of the Town, will be used to finance the acquisition, construction and installation of the Project; and WHEREAS, there has been presented to the Board and are on file with the Town Clerk of the Town (the "Town Clerk") the following: (i) the proposed form of the Site Lease, (ii) the proposed form of the Lease; (iii) the proposed form of the Continuing Disclosure Certificate to be provided by the Town in connection with the execution and delivery of the Certificates (the "Disclosure Certificate"); (iv) the proposed form of the Certificate Purchase Agreement (the "Certificate Purchase Agreement") among the Town, the Trustee and the underwriter of the Certificates; and (v) the Preliminary Official Statement (the "Preliminary Official Statement") relating to the Certificates$ and WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Lease and the Site Lease; and WHEREAS, Section 11-57-204 of the Supplemental Public Securities Act, constituting Title It, Article 57, Part 2, C.R.S. (the "Supplemental Act"), provides that a public 2 entity, including the Town, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act. BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO. Section 1. Ratification and Approval of Prior Actions. All action heretofore taken (not inconsistent with the provisions of this Ordinance) by the Board or the officers, agents, or employees of the Board or the Town relating to the Site Lease, the Lease, the acquisition, construction and installation of the Project, and the execution and delivery of the Certificates is hereby ratified, approved, and confirmed. Section 2. Findin�Lof Best Interests. The Board hereby finds and detei7nines, pursuant to the Constitution and the laws of the State of Colorado, that the acquisition, construction and installation of the Project and the financing of the costs thereof pursuant to the terms set forth in the Site Lease, the Lease and the Indenture, together with other available moneys of the Town, are necessary, convenient, and in furtherance of the Town's purposes and are in the best interests of the Town, and the Board hereby authorizes and approves the same. Section 3. Supplemental Act• Parameters. The Board hereby elects to apply all of the Supplemental Act to the Site Lease and the Lease and in connection therewith delegates to each of the Mayor of the Town (the "Mayor") and the Town Manager of the Town (the "Town Manager") the independent authority to make any determination delegable pursuant to Section 11-57-205(1)(a-i) of the Supplemental Act in relation to the Site Lease and the Lease, and to execute a sale certificate (the "Sale Certificate") setting forth such determinations, including without limitation, the term of the Site Lease, the term of the Lease, the maximum rental amount to be paid by the Town pursuant to the Lease, and whether the Certificates will be secured by an assurance of payment, subject to the following parameters and restrictions. (a) the Site Lease Term shall not extend beyond December 31, 2052; (b) the aggregate principal amount of the Base Rentals payable by the Town pursuant to the Lease shall not exceed $15,000,000; (c) the maximum annual repayment amount of the Base Rentals payable by the Town pursuant to the Lease shall not exceed $1,050,000; (d) the Lease Term shall not extend beyond December 31, 2042; and (e) the maximum net effective interest rate on the interest component of the Base Rentals relating to the Certificates shall not exceed 4.75%. Pursuant to Section 11-57-205 of the Supplemental Act, the Board hereby delegates to each of the Mayor and the Town Manager the independent authority to sign the Certificate Purchase Agreement for the purchase of the Certificates, in substantially the form presented to the Board and on file with the Town; provided that the Certificate Purchase Agreement may be completed, corrected, or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance. 3 Pursuant to Section 11-57-205 of the Supplemental Act, (a) each of the Mayor and the Town Manager are hereby independently authorized to determine if obtaining municipal bond insurance for all or a portion of the Certificates is in the best interests of the Town, and if so, to select an insurer to issue an insurance policy, execute a commitment relating to the same and execute any related documents or agreements required by such commitment, and (b) each of the Mayor and the Town Manager are hereby independently authorized to determine if obtaining a reserve fund insurance policy for all or a portion of the reserve fund securing the Certificates is in the best interests of the Town, and if so, to select a surety provider to issue a reserve fund insurance policy and execute any related documents or agreements required by such commitment. The delegation set forth in this Section 3 shall be effective for one year following the date hereof. The Board hereby agrees and acknowledges that the net proceeds of the Certificates, together with other available money of the Town, will be used to finance the costs of acquiring, constructing and installing the Project. Section 4. Approval of Documents. The Site Lease, the Lease, and the Disclosure Certificate, in substantially the forms on file with the Town Clerk, are in all respects approved, authorized, and confirmed. The Mayor is hereby authorized and directed to execute and deliver the Site Lease, the Lease, and the Disclosure Certificate, for and on behalf of the Town, in substantially the forms and with substantially the same contents as on file with the Town Clerk, provided that such documents may be completed, corrected, or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance. The execution of the Site Lease, the Lease, and the Disclosure Certificate by the Mayor shall be conclusive evidence of the approval by the Board of such documents in accordance with the terms hereof and thereof. Section 5. Official Statement. The designation of the Preliminary Official Statement by the Mayor or the Town Manager as a "nearly final Official Statement" for purposes of Rule 15c242 of the Securities and Exchange Commission is hereby authorized and confirmed. A final Official Statement, in substantially the form of the Preliminary Official Statement on file with the Town Clerk, is in all respects approved and authorized. The Mayor is hereby authorized and directed to execute and deliver the final Official Statement, for and on behalf of the Town, in substantially the form and with substantially the same content as the Preliminary Official Statement on file with the Town Clerk, provided that such document may be completed, corrected, or revised as deemed necessary by the Town Manager or the Town Attorney of the Town. The distribution of the Preliminary Official Statement and the final Official Statement to prospective purchasers of the Certificates is hereby ratified, approved, and authorized. Section 6. Direction to Act. The Town Clerk is hereby authorized and directed to attest all signatures and acts of any official of the Town in connection with the matters authorized by this Ordinance and to place the seal of the Town on any document authorized and approved by this Ordinance. The Mayor, the Mayor Pro-Tem, the Town Manager, the Controller, the Town Clerk, the Town Attorney and other appropriate officials or C! employees of the Town are hereby authorized and directed to execute and deliver for and on behalf of the Town any and all additional certificates, documents, instruments, and other papers, and to perform all other acts that they deem necessary or appropriate, in order to implement and carry out the transactions and other matters authorized by this Ordinance. The approval hereby given to the various documents referred to above 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 bond counsel prior to the execution of the documents. The execution of any document or instrument by the aforementioned officials or employees of the Town or members of the Board shall be conclusive evidence of the approval by the Board of such document or instrument in accordance with the terms hereof and thereof. Section 7. No General Obli6ation Debt. No provision of this Ordinance, the Site Lease, the Lease, the Indenture, the Disclosure Certificate, the Certificate Purchase Agreement, the Certificates, the Preliminary Official Statement, or the final Official Statement shall be construed as creating or constituting a general obligation or other indebtedness or multiple fiscal year financial obligation of the Town within the meaning of any constitutional or statutory provision, nor a mandatory charge or requirement against the Town in any ensuing fiscal year beyond the then current fiscal year. The Town shall not have any obligation to make any payment with respect to the Certificates except in connection with the payment of the Base Rentals and certain other payments under the Lease, which payments may be terminated by the Town in accordance with the provisions of the Lease. The Certificates shall not constitute a mandatory charge or requirement of the Town in any ensuing fiscal year beyond the then current fiscal year, and shall not constitute or give rise to a general obligation or other indebtedness of the Town within the meaning of any constitutional or statutory debt limitation and shall not constitute a multiple fiscal year direct or indirect Town debt or other financial obligation whatsoever. No provision of the Site Lease, the Lease, or the 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 Town within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. Neither the Site Lease, the Lease, nor the Certificates shall directly or indirectly obligate the Town to make any payments beyond those budgeted and appropriated for the Town's then current fiscal year. Section Inn Reasonableness of Rentals. The Board hereby determines and declares that the Base Rentals due under the Lease, in the maximum amounts authorized pursuant to Section 3 hereof, constitute the fair rental value of the Leased Property and do not exceed a reasonable amount so as to place the Town under an economic compulsion to renew the Lease or to exercise its option to purchase the Trustee's interest in the Leased Property pursuant to the Lease. The Board hereby determines and declares that the period during which the Town has an option to purchase the Trustee's interest in the Leased Property (i.e., the entire maximum term of the Lease) does not exceed the useful life of the Leased Property and does not exceed thirty years as required by Section 3145-801 C.R.S. The Board hereby further determines that the construction, acquisition and installation of the Project with the net proceeds of the Certificates and the payment of the costs of issuance in connection therewith, as further set forth in the Site Lease and the Indenture, is reasonable consideration for the leasing of the Leased Property to the Trustee for the term of the Site Lease as provided therein. Section 9. No Recourse against Officers and Agents. Pursuant to Section 11- 57-209 of the Supplemental Act, if a member of the Board, or any officer or agent of the Town 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 Certificates. Such recourse shall not be available either directly or indirectly through the Board or the Town, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the Certificates and as a part of the consideration of their sale or purchase, any person purchasing or selling the Certificates specifically waives any such recourse. Section 10. Severability. If any section, subsection, paragraph, clause, or provision of this Ordinance or the documents hereby authorized and approved (other than provisions as to the payment of Base Rentals by the Town during the Lease Term, provisions for the quiet enjoyment of the Leased Property by the Town during the Lease Term, and provisions for the conveyance of the Trustee's interest in the Leased Property to the Town under the conditions provided in the Lease) shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, subsection, paragraph, clause, or provision shall not affect any of the remaining provisions of this Ordinance or such documents, the intent being that the same are severable. Section 11. Repealer. All bylaws, orders, resolutions and ordinances, or pants thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed to revive any bylaw, order, resolution or ordinance, or part thereof, heretofore repealed. Section 12. Recording and Authentication. Immediately on its passage this Ordinance shall be recorded in a book kept for that purpose, authenticated by the signatures of the Mayor and Town Clerk, and shall be published in accordance with law. Section 13. Effective Date. This Ordinance shall be in full force and effect thirty (30) days after its passage and publication. C INTRODUCED, PASSED, ADOPTED AND ORDERED PUBLISHED by title in the Longmont Times -Call, a newspaper of general circulation in the Town of Firestone on March 14, 2018. ATTEST: Leah Vanarsdall Town Clerk TOWN OF FIRESTONE, COLORADO %) /00? 7 Paul Sorensen