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HomeMy WebLinkAboutORDINANCE 06-130 0 ORDINANCE NO.06-13 AN ORDINANCE AUTHORIZING THE FINANCING OF THE CONSTRUCTION OF A MULTI-PURPOSE EVENTS CENTER AND NEW STALL BARNS AT THE STANLEY PARK FAIRGROUNDS COMPLEX BY LEASING THE TOWN HALL AND A PORTION OF THE ADJACENT PARKING AREA TO UMB BANK,ma.,AS TRUSTEE,PURSUANT TO A SITE LEASE AND SUBLEASING SUCH REAL PROPERTY BACK FROM UMB BANK,n.a.,AS TRUSTEE,PURSUANT TO A LEASE PURCHASE AGREEMENT. WHEREAS,the Town of Estes Park,Colorado (the “Town”)is a statutory town and political subdivision duly organized and existing pursuant to the laws of the State of Colorado (the “State”);and WHEREAS,the Board of Trustees of the Town (the “Board”)is authorized,pursuant to Section 31-15-713(1 )(c),Colorado Revised Statutes,to lease any real estate,together with any facilities thereon,owned by the Town when deemed by the Board to be in the best interest of the Town;and WHEREAS,the Board is authorized,pursuant to Section 31-15-10I(1)(d),Colorado Revised Statutes,to acquire,hold and lease property,both real and personal;and WHEREAS,the Town has an immediate need for a multi-purpose events center and new stall barns at the Stanley Park Fairgrounds complex (the “Project”);and WHEREAS.the Town has a fee simple absolute interest in the land and building located at 170 MacGregor Avenue and being used as the Town Hall,together with a portion of the adjacent parking area (collectively,the “Town Hall”);and WHEREAS,in order to provide hinds for the construction of the Project,the Board has determined that it is in the best interest of the Town that the Town Hall (the “Leased Property”) be leased to UMB Bank,n.a.,as Trustee (the “Trustee”),and that the Leased Property be subleased by the Trustee back to the Town;and WHEREAS,in order to carry out such transactions,the Town desires to (a)enter into that certain Site Lease (the “Site Lease”),between the Town,as lessor,and the Trustee,as lessee, whereby the Town will lease the Leased Property to the Trustee,and (b)enter into that certain annually renewable Lease Purchase Agreement (the “Lease”),between the Trustee,as sublessor, and the Town.as sublessee,whereby the Trustee will sublease the Leased Property back to the Town;and WHEREAS,the obligation of the Town to pay Base Rentals and Additional Rentals (both as defined in the Lease)shall be from year to year only,shall constitute currently budgeted expenditures of the Town.shall not constitute a mandatory charge or requirement against the Town in any ensuing budget year beyond any budget year during which the Lease is in effect, and shall not constitute a general obligation indebtedness or multiple fiscal year direct or indirect C 0 debt or other financial obligation whatsoever of the Town within the meaning of any constitutional or statutory limitation or requirement concerning the creation of indebtedness,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,there have been presented to the Board at this meeting copies of the proposed forms of the Lease and the Site Lease;and WHEREAS,pursuant to Section 18-8-308,Section 24-18-109,and Section 24-18-110, Colorado Revised Statutes,no member of the Board has any substantial financial interest in the subject of this Ordinance,or any personal or private interest,whether or not financial,in the subject of this Ordinance;and WHEREAS,the Board has engaged BLX Group of Denver,Colorado,as financial advisor to the Town (the “Financial Advisor”)to assist the Town in structuring the financing of the Project;and WHEREAS,the Finance Director of the Town received responses from bidders proposing to purchase proportionate undivided interests in the right of the Trustee to receive payments of Base Rentals under the Lease in order to finance the Project,and the Finance Director of the Town and the Financial Advisor have reviewed such bids and determined that the best bid was submitted by Branch Banking and Trust Company (“BB&T”);and WHEREAS,the Trustee shall execute an Indenture of Trust pursuant to which there shall be executed and delivered to BB&T one or more Certificates of Participation.Series 2013 (the “Certificates”).which represent proportionate undivided interests in the right to receive the Base Rentals paid by the Town under the Lease;and WHEREAS,the Board desires to authorize,approve and direct the execution of the agreements and instruments described above to be executed by the Town and the transactions evidenced thereby. BE IT ORDAINED BY THE BOARD OF TRLSTEES OF THE TOWN OF ESTES PARK.COLORADO: Section 1.All actions heretofore taken (not inconsistent with the provisions of this Ordinance)by the Board or the officers,employees and agents of the Board or the Town, directed toward the construction of the Project and the execution and delivery of the Lease and the Site Lease,are hereby ratified,approved and confirmed. Section 2.The Board hereby finds and determines,pursuant to the Constitution and laws of the State of Colorado,that (a)the leasing of the Leased Property to the Trustee under the terms and provisions set forth in the Site Lease,and (b)the subleasing of the Leased Property from the Trustee to the Town under the terms and provisions set forth in the Lease,are necessary,convenient and in furtherance of the governmental purposes of the Town and are in the best interest of the Town;and the Board hereby authorizes,approves and directs the accomplishment of the foregoing under the terms and provisions of the Lease and the Site Lease. 7 0 C Section 3.The Lease,in substantially the form and with substantially the content presented to this meeting of the Board,is in all respects approved,authorized and confirmed,and the Mayor or,in the absence thereof,the Mayor Pro Tern of the Town is authorized and directed to execute the Lease in substantially the form and with substantially the same content as the form thereof presented to this meeting of the Board,for and on behalf of the Town,but with such changes therein as shall be consistent with this Ordinance and as the Town Attorney and the Mayor or Mayor Pro Tern shall approve,the execution thereof being deemed conclusive of the approval of any such changes.The Board hereby approves the amount of $7,600,000 as the maximum total amount of Base Rentals and the amount of $540,000 as the maximum annual amount of Base Rentals to be paid for the leasing of the Leased Property by the Town from the Trustee under the terms and conditions of the Lease.The number of Renewal Terms (as defined in the Lease)of the Lease shall not exceed fifleen.The Board hereby delegates to the Town Administrator or the Finance Director of the Town the authority to determine the final amount of Base Rentals to be paid on each Base Rental Payment Date (as defined in the Lease)and the final number of Renewal Terms of the Lease,all of which shall be subject to the parameters and restrictions contained in this Ordinance. Section 4.The Site Lease,in substantially the form and with substantially the content presented to this meeting of the Board,is in all respects approved,authorized and confirmed,and the Mayor or,in the absence thereot the Mayor Pro Tern of the Town is authorized and directed to execute the Site Lease in substantially the form and with substantially the same content as the form thereof presented to this meeting of the Board,for and on behalf of the Town,but with such changes therein as shall be consistent with this Ordinance and as the Town Attorney and the Mayor or Mayor Pro Tern shall approve,the execution thereof being deemed conclusive of the approval of any such changes. Section 5.The Mayor,the Mayor Pro Tem and other officials of the Board or the Town are hereby authorized to execute and deliver for and on behalf of the Town any other agreernents and all other related certificates,documents and other papers associated with or necessitated by the lease and lease-back of the Leased Property,or necessary or advisable for the use of and access to the Leased Property or certain Town-owned parking lots near the Leased Property,by the Trustee. Section 6.The Board hereby acknowledges the execution and delivery by the Trustee of the Indenture of Trust (the “Indenture”),in substantially the font and with substantially the same content as the form thereof presented to this meeting of the Board,and approves the amount of $6,100,000 as the maximum principal amount of the Certificates that may be executed and delivered thereunder. Section 7.The Board hereby acknowledges and consents to the placement in trust by the Trustee,pursuant to the Indenture,of all rights,title and interest of the Trustee in,to and under the Site Lease and the Lease. Section 8.The Town Clerk or the Deputy Town Clerk is hereby authorized and directed to attest,as necessary,all signatures and acts of any official of the Board or the Town in connection with the matters authorized by this Ordinance,and to place the seal of the Town on the Lease and the Site Lease authorized and approved by this Ordinance and all other additional 3 0 0 certificates,documents and other papers associated with the transactions and other matters authorized by this Ordinance.The Mayor or,in the absence thereof,the Mayor Pro Tem of the Town,the Town Administrator and the Finance Director of the Town and all other officials, employees and agents of the Board or the Town are hereby authorized to execute and deliver for and on behalf of the Town any and all additional certificates,documents and other papers, including,but not limited to any agreement concerning the deposit and investment of ftinds in connection with the transactions contemplated by this Ordinance,and to perform all other acts that they may deem necessary or appropriate in order to implement and carry out the transactions and other matters authorized or contemplated by this Ordinance. Section 9.No provision of this Ordinance,the Lease or the Site Lease or any other agreement,or other additional certificates,documents and other papers associated with the transactions authorized by this Ordinance shall be construed as creating or constituting a general obligation indebtedness or a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the Town 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.The Town shall have no obligation to make any payment under the Indenture or with respect to the Certificates except in connection with the payment of the Base Rentals (as defined in the Lease) and certain other payments under the Lease,which payments may be terminated by the Town in accordance with the provisions of the Lease. Section 10.The Board hereby determines and declares that the Base Rentals represent the fair value of the use of the Leased Property.and that the Purchase Option Price (as defined in the Lease)represents the fair purchase price of the Leased Property.The Board hereby determines and declares that the annual Base Rentals do not exceed a reasonable amount so as to place the Town under an economic or practical compulsion to appropriate moneys to make payments under the Lease or to exercise its option to purchase the Leased Property pursuant to the Lease.In making such determinations,the Board has given consideration to the current value of the Leased Property.the cost of acquiring,constructing or equipping property similar to the Leased Property,the uses and purposes for which the Leased Property is being and will be employed by the Town,the benefit to the citizens and residents of the Town by reason of the use and occupancy of the Leased Property by the Town pursuant to the terms and provisions of the Lease,the option of the Town to purchase the Leased Property.and the expected eventual vesting of full title to the Leased Property in the Town.The Board hereby determines and declares that the leasing of the Leased Property pursuant to the Lease will result in facilities of comparable quality for use by the Town and meeting the same requirements and standards as would be necessary if the Town acquired the Leased Property other than pursuant to the Lease. The Board hereby determines and declares that the duration of the Lease,including all optional Renewal Terms,authorized under this Ordinance,does not exceed the weighted average useful life of the Leased Property. Section 11.The Board hereby determines and declares that,in the event the Site Lease shall remain in effect after the termination of the Lease related thereto and authorized under this Ordinance,the rentals received or to be received by the Town under the Site Lease represent the fair rental value of the property leased by the Town to the Trustee under the Site Lease,and that such rentals do not place the Town under an economic or practical compulsion to renew the Lease related thereto or to exercise its option to purchase the Leased Property. 4 C 0 Section 12.The Board hereby elects to apply all of the provisions of the Supplemental Public Securities Act,part 2 of article 57 of title II,Colorado Revised Statutes,to the transactions authorized by this Ordinance. Section 13.If any section,paragraph,clause or provision of this Ordinance (other than provisions as to the payment of Base Rentals by the Town during the Lease Term and provisions for conveyance of 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,paragraph,clause or provision shall not affect any of the remaining provisions of this Ordinance. Section 14.All bylaws,orders,resolutions and ordinances,or parts thereof,inconsistent with this Ordinance or with any of the documents hereby approved,are hereby repealed only to the extent of such inconsistency.This repealer shall not be construed as reviving any bylaw, order,resolution or ordinance,or part thereof Section 15.This Ordinance,immediately upon its passage,shall be recorded in the Town book of Ordinances kept for that purpose,and shall be authenticated by the signatures of the Mayor and of the Town Clerk. Section 16.Following its adoption,this Ordinance the date that is 30 days after its publication. shall take effect and be in force on INTRODUCED,READ BY TITLE,APPROVED AND ADOPTED on the 23nd1 day [SES* Attest:“u I hereby certify that the above Ordinance was introduced and read at the meeting of the Board of Trustees on the ia day of flPec.,2013,and published in a newspaper of general circulation in the Town of Estes Park,Colorado,on the r4day of ccau. 2013 TpWn Clerk April,2013 By’\-.-kw ‘ac T6wn Clerk 5