Commisisioner Stone moved that the following Resolution be adopted:
JEFFERSON COUNTY, COLORADO
RESOLUTION NO. CC98-689
WHEREAS, the Board of Trustees of the Jefferson County Public Library (the "Board") has determined that it is in the best interest of the inhabitants of Jefferson County, Colorado (the "County") to replace the branch public library known as the Villa Italia Branch with a new branch public library (the "Library Project") to be constructed in the City of Lakewood, Colorado (the "City"); and
WHEREAS, the Board has determined, and the Board of County Commissioners of the County (the "County Board") hereby determines that it is in the best interest of the County and its inhabitants that the County, the Jefferson County Public Library (the "Library") and the City enter into an Intergovernmental Agreement and Sublease dated as of November 1, 1998 (the "Library Sublease"), which provides for the sub-sublease of land (the "Library Land") and the sublease of the Library Project by the City to the Library and the acquisition, construction and equipping thereon of the Library Project by the Library; and
WHEREAS, the sublease of the Library Land and the Library Project pursuant to the Library Sublease is part of a larger transaction pursuant to which the Lakewood Public Building Authority (the "Authority") will issue its Certificates of Participation, Series 1998 (the "Certificates") in a Lease Purchase and Sublease Agreement dated as of November 1, 1998 between the Authority, as lessor, and the City, as lessee (the "Lease"), the proceeds of which will be used, in part, to finance (i) the construction of certain civic center improvements for the City, and (ii) the Library Project, all as more particularly described in the Library Sublease, the Lease, a Ground Lease dated as of November 1, 1998 between the City, as lessor, and the Authority, as lessee (the "Ground Lease"), and a Mortgage and Indenture of Trust dated as of November 1, 1998 between the City and U.S. Bank National Association, as trustee (the "Indenture"); and
WHEREAS, the obligation of the Library to pay Library Base Rentals and Additional Rentals (both as defined in the Library Sublease) shall be from year to year only; shall constitute currently budgeted expenditures of the Library; 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
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Library or the County within the meaning of any constitutional or statutory limitation or requirement concerning the creation of indebtedness or multiple fiscal year financial obligations, shall not constitute a mandatory payment obligation of the Library in any ensuing fiscal year beyond any fiscal year during which the Library Sublease shall be in effect, nor a mandatory obligation of the County to budget or appropriate to the Library in any fiscal year moneys to make payments under the Library Sublease; and
WHEREAS, the Library Sublease shall not directly or indirectly obligate the Library to make any payments beyond those appropriated for any fiscal year during which the Library Sublease shall be in effect; and
WHEREAS, there have been presented to the Board at this meeting: (i) the proposed form of the Library Sublease, (ii) the proposed form of the Continuing Disclosure Certificate (the "Continuing Disclosure Certificate"); and (iii) the proposed form of Preliminary Official Statement (the "Preliminary Official Statement") relating to the Certificates; and
WHEREAS, no member of the County Board has any conflict of interest or is interested in any pecuniary manner in the issuance of the Certificates;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF JEFFERSON, COLORADO:
Section 1. Ratification and Approval of Prior Actions. All action heretofore taken (not inconsistent with the provisions of this resolution) by the Board, or the officers or agents of the County relating to the authorization and delivery of the Library Sublease, the Continuing Disclosure Certificate, and the Preliminary Official Statement, is hereby ratified, approved and confirmed.
Section 2. Approval of Library Sublease. The form of the Library Sublease is in all respects approved, authorized and confirmed with only such changes therein as are not inconsistent herewith, and the Chairman of the Board is authorized and directed to execute and deliver the Library Sublease for and on behalf of the County. The approval hereby given to the Library Sublease includes the approval of such additional details therein as may be necessary and appropriate for its completion and such modifications thereof, deletions therefrom, and additions thereto as may be approved by the County Attorney's Office prior to the execution of the Library Sublease. The execution of the
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Library Sublease by the appropriate officers of the County shall be conclusive evidence of the approval by the County of the Library Sublease in accordance with the terms hereof.
Section 3. Approval of Certain Portions of the Official Statement. The form and contents of the sections of the Preliminary Official Statement dated November 6, 1998 entitled "JEFFERSON COUNTY" are hereby ratified, approved and confirmed. The execution of a final Official Statement by the Chairman of the Board shall be conclusively deemed to evidence the approval of the form and contents thereof by the County.
Section 4. Authorization to Execute Collateral Documents. The officers of the County and members of the Board are authorized and directed to take any and all other actions necessary or appropriate to effectuate the provisions of this resolution, the Continuing Disclosure Certificate, and such certificates and affidavits as may be reasonably required by Piper Jaffray Inc., the underwriter of the Certificates (the "Underwriter"). The execution of any instrument by the aforementioned officers or members of the Board shall be conclusive evidence of the approval by the County of such instrument in accordance with the terms hereof and thereof.
Section 5. No General Obligation Debt. No provision of this resolution, the Library Sublease, 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 Library or the County within the meaning of any constitutional or statutory provision, and shall not directly or indirectly obligate the County Board to budget or appropriate to the Library in any fiscal year moneys to make payments under the Library Sublease, nor a mandatory charge or requirement against the Library in any ensuing fiscal year beyond the then current fiscal year. The Library shall not have any obligation to make any payment with respect to the Certificates except in connection with the payment of the Library Base Rentals and certain other payments under the Library Sublease, which payments may be terminated by the Library in accordance with the provisions of the Library Sublease. No provision of the Library Sublease 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 County or the Library within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. The execution and delivery of the Library Sublease shall not directly or indirectly obligate the Library to make any payments beyond those budgeted and appropriated for the Library's then current fiscal year and shall not directly or indirectly obligate the County Board to budget or appropriate
to the Library in any fiscal year moneys to make payments under the Library Sublease.
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Section 6. Repealer. All bylaws, orders and resolutions of the County, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed to revive any other such bylaw, order or resolution of the County, or part thereof, heretofore repealed.
Section 7. Severability. With the exception of Section 5, if any section, subsection, paragraph, clause or other provision of this resolution for any reason is invalid or unenforceable, the invalidity or unenforceability of such section, subsection, paragraph, clause or other provision shall not affect any of the remaining provisions of this resolution, the intent being that the same are severable.
Section 8. Contingency. This resolution is contingent upon the conveyance of the Library Land to the City.
Section 9. Effective Date, Recording and Authentication. This resolution shall be in full force and effect immediately upon enactment following final passage. This resolution shall be recorded in the records kept for that purpose, and shall be authenticated by the signatures of the Chairman of the Board of County Commissioners and the Deputy Clerk to the Board, and published in accordance with law.
INTRODUCED, PASSED AND ADOPTED on November 17, 1998.
Chairman, Board of County
Commissioners, Jefferson County
(SEAL)
ATTEST:
County Clerk
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CERTIFICATION
STATE OF COLORADO )
) ss.
COUNTY OF JEFFERSON )
I, Teri Schmaedecke, Deputy Clerk to the Board of County Commissioners of the County of Jefferson, Colorado, do hereby certify that:
1. The foregoing pages are a true and correct copy of a resolution (the "Resolution") passed and adopted by the Board of County Commissioners (the "Board") at a regular meeting held on November 17, 1998.
2. The Resolution was duly moved and seconded and the Resolution was adopted at the meeting of November 17, 1998, by an affirmative vote of a majority of the members of the Board as follows:
Commissioner Holloway seconded the adoption of the foregoing Resolution. The roll having been called, the vote was as follows:
Commissioner John P. Stone Aye
Commissioner Patricia B. Holloway Aye
Commissioner Michelle Lawrence, Chairman Aye
3. The members of the Board were present at such meeting and voted on the passage of such Resolution as set forth above.
4. The Resolution was approved and authenticated by the signature of the Chairman of the Board, sealed with the County seal, attested by the Deputy Clerk to the Board and recorded in the minutes of the Board.
5. There are no bylaws, rules or regulations of the Board which might prohibit the adoption of said Resolution.
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6. Notice of the meeting of November 17, 1998 in the form attached hereto as Exhibit A was posted as required by law.
WITNESS my hand and seal of said County affixed this ____ day of _____, 1998.
County Clerk
(SEAL)
Exhibit A
(Form of Notice of Meeting)
