March 12, 2012
RESOLUTION NO. 12
RESOLUTION EXERCISING PURCHASE OPTION UNDER CAPITAL PROJECTS LEASE PURCHASE AGREEMENT WITH NOTICE AND INSTRUCTION TO TRUSTEE AUTHORIZING REDEMPTION OF CERTIFICATE OF PARTICIPATION, SERIES 2001, AND NOTICE TO GARFIELD COUNTY FINANCE AUTHORITY WHEREAS, the Board of County Commissioners of Garfield County, State of Colorado BOCC” is a legal and political subdivision of the State of Colorado for which the BOCC, pursuant to C. R. S., Â§ 30- 11- 103 ( 2011), is authorized to act; and WHEREAS, the BOCC is authorized pursuant to C. R. S., Â§ 30- 11- 101(1)(d)(2011) to make all contracts and do all other acts in relation to the property and concerns necessary to the exercise of its corporate powers, and pursuant to C. R. S., Â§ 30- 11- 101(1)(c) (2011) to lease or sublease real property together with facilities thereon when deemed to be in the best interests of the county and its inhabitants; and WHEREAS, the BOCC has the duty, pursuant to C. R. S., Â§ 30- 11104 (2011), to provide necessary county buildings, and the authority, pursuant to C. R. S., Â§ 30- 11- 104. 1 ( 2011), to provide for financing and to enter into lease purchase agreements for county buildings; and WHEREAS, on October 22, 2001, the BOCC entered into a Capital Projects Lease Purchase Agreement (” the Agreement”), duly recorded at Reception No. 590852, with the Garfield County Finance Authority, a Colorado nonprofit corporation, for the lease and purchase of the County Administration Building and the Road and Bridge Maintenance Facility, and a Ground Lease Agreement (“Ground Lease”) duly recorded at Reception No. 590849; and WHEREAS, the BOCC by this Resolution intends to exercise its ” Purchase Price Option” as set forth in the Agreement, which constitutes ” Mandatory Redemption Upon Purchase” as set forth in the Mortgage and Indenture of Trust (“the Indenture”), duly recorded at Reception No. 590850.
03/ 12/ 2012 11: 05: 29 AM Jean Alberico
2 of 3 Rec Fee:$ 0. 00 Doc Fee: 0. 00 GARFIELD COUNTY CO
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Garfield County, State of Colorado, informs and directs U.S. Bank National Association (“the Trustee”), as follows:
1) Pursuant to Section 4. 01(a) of the Indenture between the Garfield County Finance Authority (“the Authority”) and the Trustee, the Certificates of Participation issued thereunder (the “Certificates”) are subject to redemption at the option of the County on December 1, 2011, and on any date thereafter, at a price of par and accrued interest to the redemption date, without redemption premium.
2) The County has determined to exercise its option to redeem all of the outstanding Certificates pursuant to such Section 4.01(a), such redemption to be on Monday, April 16, 2012 ( the “Redemption Date”).
3) Accordingly, the County, by this Resolution, hereby directs the Trustee to prepare and send the appropriate notice of redemption as required by Section 4.04 of the Indenture, and to take such other actions as may be necessary or appropriate in order to redeem the outstanding Certificates as of the Redemption Date.
4) The County calls to the Trustee’ s attention that pursuant to Section 4.04 of the Indenture, the notice of redemption must state that such redemption is subject to the deposit of funds sufficient to pay the Certificates as of the Redemption Date, and the County shall deposit said funds timely.
NOW, THEREFORE, BE IT FURTHER RESOLVED as follows:
5) The County Finance Department is hereby directed to work in coordination with the Garfield County Treasurer to ensure timely wire transfer of the Purchase Option Price, funds sufficient to redeem all outstanding Certificates, such that funds are actually received by the Trustee no later than April 13, 2012.
6) Total payoff effective April 15, 2012, is $ 6,841, 515.53, representing principal of 6,720,000.00 and interest of$ 121, 515. 53, which shall be offset by balances in the Bond Fund and Reserve Fund of $617.65 and $726,598.88, respectively, plus interest earned, if any. County Finance and the Treasurer are authorized to manage whatever adjustments to these totals, if any, are needed to ensure timely redemption of the Certificates.
7) This Resolution shall also serve as notice to the Garfield County Finance Authority the Authority of the County’ s exercise of the option to pay the Purchase Option Price and to redeem the Certificates as contemplated in the Agreement and the Indenture, respectively. Termination of the Agreement, the Ground Lease, and conveyance of deeds shall be as called for therein.
8) County staff shall ensure forthwith transmittal of executed, recorded copies of this Resolution to the Trustee and the Authority.
DATED this 12th day of March, 2012.
BOARD OF COUNTY COMMISSIONERS OF
GARFIELD COUNTY OF COLORADO
Upon motion duly made and seconded the foregoing Resolution was adopted by the following vote:
Tom Jankovsky Aye
Mike Samson Aye
John Martin Aye