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HomeMy WebLinkAbout952 Public Improvments Site Lease and Purchase AgmtORDINANCE NO. 952 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. 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 31-15-101(1)(d), Colorado Revised Statutes ("C.R.S."), to acquire, hold, lease, and dispose of property, both real and personal; and WHEREAS, the Town is authorized by Section 31-15-713 (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 Town is authorized by Section 31-15-801, 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 Board has determined and now hereby determines that it is in the best interests of the Town and its inhabitants to finance the acquisition and construction of certain improvements to the existing Town Hall facility (the "Town Hall Project"), the acquisition and construction of improvements to the public works facility, and the acquisition of certain telecommunication equipment improvements and other improvements to certain other Town owned facilities (the "Improvement Project" and, collectively with the Town Hall Project, the "Project"); and WHEREAS, the Board has determined and now hereby determines that it is in the best interests of the Town to provide for the financing of the Project by entering into a lease purchase financing as hereinafter provided; and WHEREAS, the existing Town Hall facility is located on certain real property owned in fee title by the Town (the "Site") and the Town Hall Project will also be located on 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, 1 construction and installation of the Project as follows: (a) the Town will lease the Site, the existing Town Hall facility and the Town Hall Project to UMB Bank, n.a., as trustee (the "Trustee"), pursuant to a Site Lease (the "Site Lease"); (b) the Town Hall Project will be acquired, constructed and installed on the Site by the Town with a portion of the net proceeds of the Certificates (hereinafter defined); (c) the Improvement Project will be constructed at various Town facilities with a portion of the net proceeds of the Certificates; (d) the Trustee will sublease the Site, the existing Town Hall facility and the Town Hall Project (collectively, the "Leased Property") to the Town pursuant to a Lease Purchase Agreement between the Town and the Trustee (the "Lease"); and (e) the Improvement Project 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 Town's obligation under the Lease to pay Base Rentals and Additional Rentals shall be fiom 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 beyond a budget year during which the Lease shall .be in effect; and shall not constitute a general obligation or other indebtedness or a 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 a 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, in connection 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"), which proceeds of the Certificates will be used to finance the Project. The Certificates will be dated as of their date of delivery, 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 Proj ect; and WHEREAS, it is expected that the Certificates shall be purchased by JPMorgan Chase Banlc, N.A., which is (a) an "accredited investor," as defined in Rule 501(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended (an "Institutional Accredited Investor") or (b) a "qualified institutional buyer," as defined in Rule 144A promulgated under the Securities Act of 1933, as amended (a "Qualified Institutional Buyer"), which such purchaser to be specified in a sale certificate setting forth the final terms subject to the parameters set forth in this Ordinance; and 2 WHEREAS, there has been presented to the Board and are on We with the Town Clerk of the Town (the "Town Cleric") the following: (i) the proposed form of the Site Lease; and (ii) the proposed form of the Lease; 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 11, Article 57, Part 2, C.R.S. (the "Supplemental Act"), provides that a public 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, COLORAD04 Section 1. Ratification and Approval of Prior Actions. All action heretofore talcen (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. Finding of Best Interests. The Board hereby finds and determines, 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 and the Lease, 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. Acicnowled�ement of the Indenture and the Certificates. The Board hereby acknowledges: (a) the Trustee will execute and deliver the Indenture; (b) the assignment and delivery by the Trustee pursuant to the Indenture of proportionate undivided interests in the Trustee's right to receive certain Revenues payable under the Lease, as represented by the Certificates; (c) the execution and delivery of the Certificates by the Trustee pursuant to the Indenture in the form attached to the Indenture; and (d) all other documents and actions related thereto, provided that such actions and documents comply with the parameters set forth in Section 4 hereof. Section 4. 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, 2039; 3 (b) the aggregate principal amount of the Base Rentals payable by the Town pursuant to the Lease shall not exceed $5,585,000; (c) the maximum annual and maximum total repayment amounts of the Base Rentals payable by the Town pursuant to the Lease shall not exceed $670,000 and $7,000,000 respectively; (d) the Lease Term shall not extend beyond December 31, 2029; and (e) the interest rate on the interest component of the Base Rentals relating to the Certificates shall not exceed 3.25%. Pursuant to Section 11-57-205 of the Supplemental Act, the Board hereby delegates to each of the Mayor, the Town Manager and the Town Finance Director the independent authority to select a purchaser, to sign a contract for the purchase of the Certificates, or to accept a binding bid for the Certificates and to execute any agreement or agreements in connection therewith. The delegation set forth in this Section 4 shall be effective for one year following the date hereof. The Board hereby agrees and acknowledges that the net proceeds of the Certificates will be used to finance the costs of acquiring, constructing and installing the Project. Section 5. Approval of Documents. The Site Lease and the Lease, in substantially the forms on file with the Town Clerlc, are in all respects approved, authorized, and confirmed. The Mayor is hereby authorized and directed to execute and deliver the Site Lease and the Lease, for and on behalf of the Town, in substantially the forms and with substantially the same contents as on file with the Town Clerlc, 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 and the Lease by the Mayor shall be conclusive evidence of the approval by the Board of such documents in accordance with the teams hereof and thereof. 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 Clerlc, the Town Attorney and other appropriate officials or 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 0 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 Obligation Debt. No provision of this Ordinance, the Site Lease, the Lease, the Indenture, or the Certificates 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 8. 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 4 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 31-15-801 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. 5 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. Remedies. The Trustee or the owners of the Certificates shall be entitled to enforce the contracts, covenants, obligations or conditions of the Town under this Ordinance, the Site Lease or the Lease by any legal or equitable remedy deemed most effectual, including mandamus or specific performance, in any court of competent jurisdiction. Section 11. 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 Tenn, 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 12. Repealer. All bylaws, orders, resolutions and ordinances, or parts 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 13. 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 14. 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 May 8, 2019. ATTEST: s s U v --I--, Leah Vanarsdall Town Cleric TOWN OF FIRESTONE, COLORADO �7 Bobbi Sindelar Mayor STATE OF COLORADO ) SS. TOWN OF FIRESTONE ) I, Leah Vanarsdall, the Town Cleric of the Town of Firestone, Colorado (the "Town"), do hereby certify that: 1. The foregoing pages are a true, correct and complete copy of the Ordinance adopted by the Board of Trustees constituting the governing board of the Town of Firestone (the "Board of Trustees"), by vote had and taken at an open, regular meeting of the Board of Trustees held at the Firestone Town Hall, 151 Grant Avenue, Firestone, Colorado, on May 8, 2019, convening at the hour of 7900 p.m. as recorded in the regular book of official records of the proceedings of said Town of Firestone kept in my office. 2. The Ordinance was read by title, duly moved and seconded and the Ordinance was approved upon such first and final reading by an affirmative vote of the Board of Trustees, as follows: Name "Yes" "No" Absent Abstain Bobbi Sindelar, Mayor Drew Peterson, Mayor Pro-Tem. Don Conyac George Heath Frank A. Jimenez Samantha Meiring Douglas Sharp 3. The members of the Board of Trustees were present at the meeting and voted on the passage of such Ordinance as set forth above. 4. There are no bylaws, rules or regulations of the Board of Trustees which might prohibit the adoption of said Ordinance. 5. The Ordinance was published by title in the Longmont Times -Call, a newspaper of general circulation in the Town, on May 019, together with a statement that the complete text of the Ordinance is available at Town Hall and on the Town's official website, and the affidavit of publication is attached hereto as Exhibit A. 6. Notice of the meeting of May 8, 2019, in the forms attached hereto as Exhibit B was posted at the Firestone Town Hall, 151 Grant Avenue, Firestone, Colorado, not less than 24 hours prior to the meeting in accordance with law. (SEAL) WITNESS my hand and the seal of the Town affixed this May , 2019. 0 an Vanarsdatt, Town Clerk Exhibit A (Attach Affidavit ki Publication) Exhibit B (Attach Notice of Meeting of May 8, 2019) BOARD OFT USTEES FIRESTONE 1. Call to Order &Roll Call 2. Pledge of Allegiance 3. Approval of Agenda REGULAR MEETING AGENDA May 8, 2019 7:00 PM 151 Grant Avenue Firestone, CO 80520 4. Public Comment *(maximum time permitted for all Public Comment is 30 minutes) 5. Consent Agenda 5.a. Approval of April 24, 2019 Reg Meeting Minutes 5.b. Resolution 19-36: A RESOLUTION APPROVING PURCHASING OF PESTICIDE STORAGE EQUIPMENT FOR THE COMMUNITY RESOURCES DEPARTMENT 5.c. Resolution 19-37: A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, REPEALING IN THEIR ENTIRETY ALL PURCHASING POLICIES AND PROCEDURES ADOPTED PRIOR TO RESOLUTION 19-33 5.d. Resolution 19-38: A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING AN AMENDMENT TO EASEMENT AND AGREEMENT BETWEEN JORDAN P. AND PAMELA J. FUERST, AND THE TOWN OF FIRESTONE 5.e. Resolution 19-39: A RESOLUTION PRESCRIBING WATER RATES, FEES, TOLLS AND CHARGES FOR THE TOWN OF FIRESTONE, COLORADO. 5.f. Ramland Water Line Replacement Construction -Change Order No. 1 and Payment Application No.2 (FINAL PAYMENT) 6. Presentation " Individuals that desire to address the Board of Trustees are requested to sign up at the table at the entrance to the meeting room. Each individual will be provided an opportunity to speak (limited to three minutes) during Public Comment. Maximum time permitted for all Public Comment is 30 minutes. If you need special assistance in order to participate in a Board of Trustees meeting, please contact the Town Clerk's Office at 303-833-3291 in advance of the meeting to make arrangements. Aforty-eight-hour notice is requested. Town of Firestone Board of Trustees Regular Meeting Agenda 7:00 PM May 8, 2019 Page 2 of 2 6.a. Eagle Scout Project - Tennis Balls 6.b. Frederick FBLA -National Leadership Conference 6.c. Introductions of Special Thanks And Recognition Award (STAR) 6.d. Prairie Ridge Elementary -Restorative Justice Program -Amy Shears 7. Discussion/Action 7.a. COP's -Ordinance 952: 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. 7.b. Planning Commission Appointment 8. Public Comment *(maximum time permitted for all Public Comment is 30 minutes) 9. Reports 9.a. Staff 9.a.i. 2019 First Quarter Financial Report 9.b. Mayor 9.c. Trustees 10. Executive Session " Individuals that desire to address the Board of Trustees are requested to sign up at the table at the entrance to the meeting room. Each individual will be provided an opportunity to speak (limited to three minutes) during Public Comment. Maximum time permitted for all Public Comment is 30 minutes. If you need special assistance in order to participate in a Board of Trustees meeting, please contact the Town Clerk's Office at 303-833-3291 in advance of the meeting to make arrangements. Aforty-eight-hour notice is requested. Town of Firestone Board of Trustees Regular Meeting Agenda 7:00 PM May 812019 Page 2 of 2 10.a. An Executive Session, pursuant to C.R.S. 24-6-402(4)(a), to discuss the acquisition of certain property rights for a municipal park; and pursuant to C.R.S. 24-6-402(4)(e)(1), for purpose of determining positions relative to matters that may be subject to negotiations; developing strategy for negotiators, and instructing negotiators regarding the acquisition of certain property rights for a municipal park. 11. Report from Executive Session 12. Adjournment " Individuals that desire to address the Board of Trustees are requested to sign up at the table at the entrance to the meeting room. Each individual will be provided an opportunity to speak (limited to three minutes) during Public Comment. Maximum time permitted for all Public Comment is 30 minutes. If you need special assistance in order to participate in a Board of Trustees meeting, please contact the Town Clerk's Office at 303-833-3291 in advance of the meeting to make arrangements. Aforty-eight-hour notice is requested.