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HomeMy WebLinkAbout4.0 Resolution 85-212BND: newcastle5 RsCotdad at � • 4i� � o'clock i Reception No. 367355 MILDRED ALSDORF, RECORDER GARFIELD COUNTY, COLORADO M. DEC 16 1985 Board of County Commissioners of the County of Garfield, Colorado Resolution No . 85-212 BOOK 680 PA0E476 A Resolution of the Board of County Commissioners of the County of Garfield, Colorado, Authorizing the Issuance and Sale of the County's $6.,800,000 Floating Rate Demand Industrial Development Revenue Bonds (New Castle Energy Project), Dated as of the Date of Delivery thereof. WHEREAS, the County and Municipality Development Revenue Bond Act, being Title 29, Article 3, Colorado Revised Stat- utes (the "Act"), authorizes the County of. Garfield, Colorado (the "County"), to issue its revenue obligation(s). for the purposes specified therein and for the financing of eligible projects thereunder; WHEREAS, the Borrower, being New Castle Energy Corpora- tion, has proposed to acquire, construct and equip an under- ground .hydraulic coal mine, including the acquisition and installation of equipment and the development of rock tun- nels and in -coal -seam entries (the "Project")., in the County, to be owned by the Borrower, and the County desires to assist the financing of the Project upon the terms and conditions specified in the Act and the Agreement (as here- inafter defined) ; WHEREAS, the County proposes to assist the financing of the Project by the issuance of revenue obligations of the • County pursuant to the Act and the Indenture (as hereinafter defined); WHEREAS, the County proposes to enter into a Trust Indenture, dated as of December 1, 1985 (the "Indenture"), with National City Bank of Minneapolis, in Minneapolis, BOOK 680 poE_41r7 Minnesota (the "Trustee"), to provide, among other things, for the issuance by the County of its $6,800,000 Floating Rate Demand Industrial Development Revenue Bonds (New Castle Energy Project), datedas of the date of delivery thereof (the "Bonds"); WHEREAS, the County -nd the Borrower propose to enter into a Loan Agreement, dated as of December 1, 1985 (the "Agreement"), to provide, among other things, for the loan of the proceeds of the Bonds to the Borrower to be used to finance the Project; WHEREAS, the Borrower proposes to execute in favor of the Trustee and the Public Trustee of Garfield County a Ded of Trust, Assignment, Security Agreement and Financing Statement, dated as of December 1,. 1985 (the "Mortgage"), to secure the performance of the Borrower's obligations under the Agreement; WHEREAS, the Bonds are proposed to be sold pusuant to and under a Bond Purchase Agreement between the Original Purchaser (as defined therein) and the County (the "Bond Purchase Agreement"); WHEREAS, until certain conditions specified in the Indenture shall have occurred, the proceeds of the Bonds, net of issues and costs, shall be escrowed pursuant to a certain escrow agreement (the "Escrow Agreement") to provide. security for the owners of the Bonds; WHEREAS, there is proposed to be executed in connection with the issuance of the Bonds a certain remarketing agree- ment (the "Remarketing, Agreement"), pursuant to which the Remarketing Agent (as defined therein) agres to use its best efforts to remarket the Bonds in certainspecified circumstances. WHEREAS, copies of the proposed Agreement, Indenture, Escrow Agreement, Remarketing Agreement, Bond Purchase Agreement and Mortgage have been placed on file in the office of the County Clerk: NOW, THEREFORE, BE IT RESOLVED by the Board of Commis- sioners (the "Board") of the County of Garfield, Colorado, as follows: Section 1. The Board hereby finds that they Project is a "project," as defined in the Act, that the issuance of the .Bonds for the Project would promote the purposes of the Act and that the issuance of the Bonds and, the execution and delivery of the Agreement, the Indenture and the Bond Pur- chase Agreement would serve the interests of the County. BOOK 68 PAGE 478 Section 2. For the purpose of assisting the financing of the Project, th?re is hereby authorized the issuance, sale and delivery of the Bonds. The Bonds shall be issued in fully registered form, shall be in such denominations, shall bear interest from time to time, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form and shall have such other details and provisions as are prescribed by the Inden- ture. Section 3. The Bonds are authorized to be issued only as special and limited obligations of'the County, payable solely from the revenues derived by the County from the Agreement and from the Trust Estate provided in the Inden- tur.e.Otherwise, the Bonds shall not constitute a debt of or an indebtedness of the County within the meaning of any constitutional, statutory or home rule charter provision, shall not constitute or give rise to any pecuniary liability of the County, any charge against the County's full faith and credit or taxing powers or any charge, lien or encum- brance, legal or equitable, upon any funds or other assets of the County Section 4. The Board hereby authorizes the Chairman of the Board and the County Clerk to execute and deliver the Bond Purchase Agreement, the Indenture and the Agreement and, if necessary, the Escrow Agreement and the Remarketing Agreement, (the ,"Additional Documents"). All of the pro- visions of the Bond Purchase Agreement, the Indenture, the Additional Documents and the Agreement, whan executed and delivered as authorized herein, shall be deemed to be a part of this. resolution as tully and to .the same extent as if incorporated verbatim herein and shall be in full )rce and effect from the date of execution and delivery thereof. The Bond Purchase Agreement, the Indenture, the Additional Docu- ments and the Agreement shall be substantially in the form on file in the office of the ,County Clerk, with such neces- sary and appropriate variations, omissions and insertions as permitted or required by such documents or as the Chairman of the Board and County Clerk shall determine, as evidenced by their execution thereof. Section 5. The Bonds are hereby authorized to be exe- cuted by the manual or facsimile signatures of the Chairman of the Board and the County Clerk, as specified in the form of the Bonds contained in the Indenture and to be manually authenticated by the Trustee or Paying Agent, all as pro- vided in the Indenture. Section 6. All covenants, stipulations, obligations and agreements of the County contained in this resolution and in BOOK 680 AAGE 4 9 the Bond Purchase Agreement, the Indenture, the Additional Documents and the Agreement shall be, deemed to be the cove- nants, stipulations, obligations and agreements of the County to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agree- ments shall be binding upon the County. Except as otherwise provided in this resolution, all rights, powers and privi- leges conferred and duties and liabilities imposed upon the County or the Board by the provisions ofthis resolution, the Bond Purchase Agreement, the Indenture, the Additional Documents and the Agreement shall be exercised or perforluei by the County or by such members of the Board or by such officers, board, body or agency thereof as may be required by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the Bond Purchase Agreement, the Indenture, the Additional Documents or the Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the Board or any officer, agent or employee of the County in that person's individual capa- city, and neither the Board nor any officer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 7. In case any one or more of the provisions of this resolution, the Bond Purchase Agreement, the Indenture,. the Agreement or any of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, the Bond Purchase Agreement, the Indenture, the Additional Documents the Agreement or the 'Bonds, but this resolution, the Bond Purchase Agreement, the Indenture, the Additional Documents the Agreement and the Bonds shall be construed as if such illegal or invalid provision had not been contained therein. Section 8. The Bonds shall contain a recital that the Bonds are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof and the Bonds shall con- tain a ontain'a further recital that all acts, conditions and things required by the Constitution and the statutes of the State of Colorado in connection with the issuance of the Bonds to have happened, to exist and to be performed have happened, do exist and have been performed as so required by law. Section 9. The officers of the County, attorneys, engi- neers and other agents or employees of the County are hereby authorized to do all acts and things required of them by or in connection with this resolution, the Bond Purchase Agree BOOK 680 PAGE480 menta, the Indenture, the Additional Documents and the Agree- ment for the full, punctual and complete performance of all the terms,covenants and agreements contained in the the Bond Purchase Agreement, the Indenture, the Agree .nt and this resolution, including without limitation the execu- tion and delivery of all supplementary certificates and documentsnecessary or advisable in connection with the issuance of the Bonds. Section 10. The Board hereby authorizes the distribu- tion of the Official Statement or offering memorandum pre- pared in connection with the sale of the Bonds; however, the County has not reviewed the same and assumes no responsi- bility for the accuracy or completeness thereof, or other- wise. Adopted by the Board of County Commissioners of Garfield County, Colorado, this 16th day of December, 1985. ATTEST: lerk to t e Board BOARD OF COUNTY COMMISSIONERS 127-7nILLD Y, COI,ORADO Chairman STATE OF COLORADO ) ) s. COUNTY OF GARFIELD ) BOOK 680 PAGE 481. CLERIC'S CERTIFICATE I, the undersigned, being the duly qualified and acting County Clerk and ex -officio Clerk of the Board of County Commissioners of the County of Garfield, Colorado, hereby certify as follows: The foregoing resolution, regarding the issuance and sale of the County's $6,800,000 Floating Rate Demand Indus- trial Development Revenue Bonds (New Castle Energy Project), dated as of the date of delivery thereof, was duly adopted by the Board of County Commissioners of Garfield County at a regular or special meeting thereof duly called and regularly held on December 16, 1985. I' further certify that : the foregoing is a true and cor- rect copy of such resolution as on file in my office. IN WITNESS WHEREOF, I have hreunto set my hand and the official seal of the County on ! 6, , 1985. • • (SEAL)-'] Cler to the Boar. Garfield County, Colorado