HomeMy WebLinkAbout887 - CONSIDERATION of BMPA Purchase in the amount $1,675,000.00 joint purchase w/Boulder County ofDOCUMENT NO. 3
RESOLUTION NO. 887
A RESOLUTION OF THE BOULDER MUNICIPAL PROPERTY AUTHORITY
AUTHORIZING THE ISSUANCE OF A NOTE IN THE AGGREGATE
PRINCIPAL AMOUNT OF $1,675,000.00; AUTHORIZING THE EXECUTION
AND DELIVERY OF SAID NOTE, A LEASE PURCHASE AGREEMENT WITH
THE CITY OF BOULDER, COLORADO, AND A DEED OF TRUST FOR THE
BENEFIT OF THE REGISTERED OWNER OF THE NOTE, AND
AUTHORIZING CERTAIN OTHER TRANSACTIONS IN CONNECTION
THEREWITH.
THE BOULDER MUNICIPAL PROPERTY AUTHORITY
WHEREAS, the City of Boulder, Colorado (the "City"), is a municipality and a political subdivision,
duly arganized and existing under and by virtue of the Constitution and laws of the StaYe of Colorado
and the home rule charter oPthe City; and
WHEREAS, the City has previously authorized and directed the creation of The Boulder Municipal
Property AuYhority (the "Authority") as a non-profit corporation under the Colorado Non-profit
Corporation Act, Articles 20 Yhrough 29, TiYle 7, Colorado Revised Statutes (the "Act"), pursuant
to the provisions of an ordinance duly adopted by the City Council of the City; and
WHEREAS, under the Articles of Incorporation of the Authority (the "Articles"), the objects and
purposes for which the Authority has been founded and incorporated are: (i) to purchase, lease or
otherwise acqnire real estate, and to construct, install or acquire and place thereon any and all public
improvements, or to maintain such real estata as open space, and to purchase, lease or otherwise
acquire personal property of any kind, all for the use and benefit of the City, and to lease, convey,
donate, sell, transfer or otherwise make auailable such real estate improvements, if any, and personal
property to the City; (ii) to operate, inaintain, repair, and improve or to cause to be operated,
maintained, repaired, and improved any and all real property and improvements, if any, as well as
personal property acquired, constructed or installed by the Authority; (iii) upon the prior approval
of a majority of the membership of the City Council of the City, by ordinance or resolution duly
adopted, to borrow money and become indebted, and to execute and deliver bonds, notes,
debentures, or other evidences of indebtedness for the purpose of acquiring such real or personal
property, conshucting, installing, and acquiring such improvements, if any, or maintaining any such
real property as open space, and for such other purpose or purposes as may be necessary to
accomplish the objectives of the Authority, such indebtedness to be either unsecured or seeured by
any mortgage, trust deed, or other lien upon the property to be acquired, or any other rights or
interests of the Authority; and (iv) to conduct the business of the Authority in such manner so that
the real and personal property and improvements thereon shall benefit the City; and
s:\osmp\agents\wally\sui[[s.resolulion3,doo - Seplember 20, 2001 Rcaolulion
WHEREAS, the Authority is possessed under the Articles of all powers set forth in the Act, the
Constitution, and other laws of the State of Colorado; and
WHEREAS, Suitts Enterprises, Ltd., the Seller, is the owner in fee simple of certain real property
described in Exhibit A hereto (the "Property"); and
WHEREAS, a certain Lease Purchase Revenue Note, Series 2001 C (the "Note") is to be issued by
the Authority in the aggregate principal amount of $1,675,000.00, and the proceeds thereof are to
be used by the Authority for the purpose of acquiring the Property; and
WHEREAS, it is proposed that the Authority and the City enter into a Lease Purchase Agreement
(the "Agreement") pursuant to which the Authority will lease that portion of the Property described
in Exhibit A thereto (the "Leased Property") to the City, subject to the City's appropriation of monies
each year from the fund indicated therein; and
WHEREAS, the Authority will cause to be executed a Deed of Trust (the "Deed of Trust") to the
Public Trustee of Boulder County, Colorado, for the benefit of the party designated therein, relating
to the Leased Property; and
WHEREAS, the proposed forms of the Note, the Agreement and the Deed of Trust have been
presented before the Board of Directors of the Authority at this meeting; and
WHEREAS, the City Council has authorized and approved the issuance of the Note by the Authority
for the purpose described herein and has authorized the execution and delivery of the Agreement by
the City; and
WHEREAS, the Board of Directors of the Authority is desirous of authorizing the issuance of the
Note in substantially the form presented at this meeting, and the execution and delivery by the
Authority of the Note, the Agreement and the Deed of Trust, all in substantially the forms presented
at this meeting, and is further desirous of authorizing and approving the participation by the
Authority in such other transactions as are contemplated hereby and thereby, all in accordance with
provisions of the Articles.
NOW, THEREFORE, be it resolved by the Board of Directors of The Boulder Municipal Property
Authority as follows:
Approval of Prior Action. All action heretofore taken (not inconsistent with the provisions
of this Resolution) by the Board of Directors of the Authority toward the creation and
establishment of the Authority and the accomplishment of the transactions herein authorized
are hereby ratified, approved, and confirmed.
2. The Agreement. The proposed Agreement, in substantially the form presented at this
meeting, is in all respects approved, authorized, and confirmed, and the President of the
Authority is authorized to execute and deliver the Agreement on behalf of the Authority, and
s:\osmpG~gentc\wally\suitls.resolutiai.3.doc -September 20, 2001 ~ Resolution
the Secretary-Treasurer of the Authority is authorized to attest and affix the seal of the
Authority to the same.
The Deed of Trust. The proposed Deed of Trust, in substantially the form presented at this
meeting, is in all respects approved, authorized, and confirmed, and the President of the
Authority is authorized to execute and deliver the Deed of Trust on behalf of the Authority,
and the Secretary-Treasurer of the Authority is authorized to attest and affix the seal of the
Authority to the same.
4. Issuance of the Note. The Authority shall issue the Note pursuant to this Resolution in the
aggregate principal amount of $1,675,000.00, and such issuance is, in all respects, hereby
approved, authorized, and confirmed by the Authority. The Note shall be issued solely in
fully registered form without coupons and shall be in substantially the form set forth in
Exhibit B hereto, with such changes as shall not be inconsistent herewith. The terms and
provisions of the Note, including, but not limited to, maturities, interest rates, denominations,
and the provisions for the signatures, payment, registration, transfer, and number are set forth
in Exhibit C hereto. Exhibits A, B, and C are hereby incorporated by reference into this
Resolution.
Delivery of the Note. The President of the Authority is hereby authorized and directed to
execute and deliver to Seller, or its written designee or assignee, the Note upon transfer of
title of the Property to the Authority.
6. Other Action. The President, the Secretary-Treasurer and other appropriate officers of the
Authority are hereby authorized and directed to take all other action necessary or reasonably
required by the terms of the Note, the Agreement and the Deed of Trust to carry out, give
effect to, and consummate the transactions contemplated thereby.
No Indebtedness of the City. No provision of this Resolution nor of the Agreement, the Deed
of Trust, the Note or any other instrument shall be construed as creating an indebtedness or
obligation on the part of the City to pay the principal of or interest on the Note. The City
shall have no power to pay out of its funds, revenues, or accounts, or otherwise contribute
any part of the cost of acquiring the Property or of making any payment in respect to the
Note.
8. Security for Note. The Note and all obligations of the Authority under this Resolution, the
Agreement and the Deed of Trust constitute special, limited revenue obligations of the
Authority, payable solely from rental payments made by the City under the Agreement and
from the net proceeds, if any, of foreclosure and sale of the Leased Property pursuant to the
Deed of Trust. All payment obligations of the City under the Agreement, including, without
limitation, the obligation of the City to pay rentals, are from year to year only, are subject
to the appropriation in each year by the City Council of monies from the City's Open Space
and Street Fund maintained under Section 3-2-39, Boulder Revised Code 1981, sufficient
to make said payments, and do not constitute a mandatory payment obligation of the City in
any fiscal year beyond a fiscal year in which the Agreement shall, by its terms, be in effect.
s:\osmp\agents\wally~suilts.resolution.3.doc -September 20, 2001 ~ Resolution
The Agreement is subject to annual renewal at the option of the City and will be terminated
upon the occurrence of an event of nonappropriation. In such event, all payments from the
City under the Agreement will terminate, and the Note and the interest thereon shall be
payable only from monies made available, if any, from foreclosure on the Leased Property
pursuant to the Deed of Trust.
9. Covenants Concernine Tax Exemption of Interest on the Note. The Authority covenants that
it shall not use or permit the use of any proceeds of the Note or any other funds of the
Authority from whatever source derived, directly or indirectly, to acquire any securities or
obligations and shall not take or permit to betaken any other action or actions which would
cause the Note to be an "arbitrage bond" within the meaning of Section 148 of the Internal
Revenue Code of 1986, as amended (the "Code"), or would otherwise cause the interest on
the Note to be includable in gross incorne for federal income tax purposes. The Authority
covenants that it shall at all times do and perform all acts and things periYiitted by law and
which are necessary or desirable in order to assure that interest paid by the Authority on the
Note shall, for purposes of federal income taxation, not be includable in gross income under
the Code or any other valid provision of law.
In particular, but without limitation, the Authority further represents, warrants, and covenants
to comply with the following restrictions of the Code, unless it receives an opinion of
nationally recognized bond counsel stating that such compliance is not necessary:
(a) Gross proceeds of the Note will not be used in a manner which will cause the Note
to be considered a "private activity bond" within the meaning of the Code.
(b) The Note is not and shall not become directly or indirectly "federally guaranteed."
(c) The Authority shall timely file Internal Revenue Form 8038-G which shall contain
the information required to be filed pursuant to Section 149(e) of the Code.
10. The Authority hereby establishes "The Boulder Municipal Property Authority, Series 2001 C
Rebate Fund" (the "Rebate Fund"), which shall be expended in accordance with the
provisions hereof. The Authority expects to expend all Note proceeds as of the date the Note
is issued and expects to have no other gross proceeds of the Note other than monies which
maybe held in a bona fide debt service fund, which will be spent in its entirety within 12
months of receipt. To the extent that the Authority does receive gross proceeds of the Note,
the Authority shall employ, at its expense, a person or firm with recognized expertise in the
area of rebate calculation, to make required rebate calculations, and the Authority will pay
all rebate amounts necessary to maintain the exclusion on interest on the Note from gross
income for federal and State of Colorado income tax purposes.
Records of any of the determinations required by this Section shall be retained by the
Authority until six (6) years after the final retirement of the Note to the extent required by
the Code.
s:\osmp\agents\wally\suitts.resolulion.3.doc -September 20, 2001 Q Resolution
Not later than sixty (60) days after the end of the fifth anniversary of the date of issuance of
the Note and every five (5) years thereafter, the Authority shall pay to the United States of
America ninety percent (90%) of the amount required to be on deposit in the Rebate Fund
(if any) as of such payment date. Not later than sixty (60) days after the final retirement of
the Note, the Authority shall pay to the United States of America one hundred percent
(100%) of the balance remaining in the Rebate Fund. Each payment required to be paid to
the United States of America pursuant to this Section shall be filed with the Internal Revenue
Service Center, Philadelphia, PA 19255. Each payment shall be accompanied by a copy of
the Internal Revenue Form 8038-G originally filed with respect to the Note.
11. Amendments to Documents by Authority. The President of the Authority is hereby
authorized to make any alterations, changes, or additions in the Agreement or the Deed of
Trust which maybe necessary to correct errors or omissions therein, to remove ambiguities
therefrorn, to conform the same to other provisions of said instruments to the provisions of
this Resolution, any future resolution adopted by the Authority, or the provisions of the laws
of the State of Colorado or the United States.
12. Annointment of Pavine Agent. The Authority hereby appoints US Bank as paying agent for
the Note (the "Paying Agent"). The President of the Authority is hereby authorized to enter
into a paying agency agreement with the Paying Agent in a form acceptable to the President
of the Authority.
13. Severability. If any provision of this Resolution (including any Exhibits attached hereto)
should be held invalid, the invalidity of such provisions shall not affect any of the other
provisions of this Resolution or any Exhibits.
14. Other Actions by Authority. The Secretary-Treasurer of the Authority is hereby authorized
and directed to attest to all signatures and acts of any proper officer of the Authority, and to
place the seal of the Authority on the Agreement, the Deed of Trust and any other documents
authorized, necessary, or proper to carry out the purposes of this Resolution. The appropriate
officers of the Authority, and each of them, are hereby authorized to execute and deliver for
and on behalf of the Authority any or all additional certificates, documents, and other papers,
and to perform all other acts they may deem necessary or appropriate in order to implement
and carry out the matters authorized in this Resolution and any future resolution of the
Authority.
15. Immediate Effect. The resolution shall take effect immediately upon its passage.
)OPTED AND APPROVED this September 25, 2001.
..-
President
The Boulder Municipal Property Authority
a Colorado non-profit corporation
s:\osmp\agents\wally\suitts.resolution.3,aoc -September 20, 2001
I2esolu[ion
ATTEST:
The Boulder Municipal Property Authority
a Colorado non-profit corporation
s:\osmp\agen[a\wally\suitts.resolu[ion,3,doc-Scptembcr 20, 2001 F Resolution
EXHIBIT A
LEGAL DESCRIPTION
PARCEL 2
That portion of the southwest quarter of Section 12 and the east half of the southeast quarter of
Section 11, Township 2 North, Range 70 West, Sixth Principal Meridian, Boulder County, Colorado,
described as follows:
Commencing at the Center of said Section 12;
Thence N 89 degrees 49'36" W 2655.12 feet to the west quarter corner of said Section 12;
Thence S 00 degrees 03'59" W 399.56 feet along the west line of said southwest quarter of Section
12 to the southerly right-of--way of Nelson Road, the Point of Beginning;
Thence along said southerly right-of--way of Nelson Road the following six courses:
1. S 88 degrees 44' 30" E 323.82 feet;
2. N 81 degrees 41' 38" E 401.26 feet;
3. N 73 degrees 04' 40" E 159.07 feet;
4. N 72 degrees 07' 40" E 443.20 feet;
5. N 72 degrees 00' 25" E 202.75 feet;
6. N 77 degrees 45' 22" E 125.38 feet;
Thence S 12 degrees 46' 08" E 530.09 feet;
Thence S 58 degrees 09' 24" W 463.31 feet;
Thence S 03 degrees 02' 33" W 331.10 feet;
Thence S 84 degrees 43' 31" W 360.15 feet;
Thence N 81 degrees 32' S3" W 485.82 feet;
Thence N 60 degrees 58' S2" W 193.87 feet;
Thence N 82 degrees OS' 15" W 139.86 feet;
Thence S 00 degrees 25' 07" E 690.15 feet;
Thence S 38 degrees 42' OS" W 12.06 feet;
Thence S 89 degrees 30' 03" W 128.96 feet;
Thence N 00 degrees 25' 07" W 715.07 feet;
Thence N 74 degrees 24' 15" W 497.90 feet;
Thence N 00 degrees 15' 34" W 226.31 feet;
Thence N 83 degrees 36' S2" E 388.96 feet;
Thence N 03 degrees 14' 10" E 201.69 feet to the said southerly right-of--way of Nelson Road;
Thence S 88 degrees 44' 30" E 50.41 feet along said southerly right-of--way of Nelson Road to the
Point of Beginning.
Excepting therefrom that portion of said Section 12 conveyed to the Clover Basin Ditch and
Reservoir Company by deed recorded July 13, 1911 in Book 362 at Page 33.
s:\osmp\agents\wally\suilts.resolution.3.doc -September 2Q, 2001 A_ 1 Resolution
PARCEL 4
That portion of the east half of the southeast quarter and the southwest quarter of the southeast
quarter of Section 11, Township 2 North, Range 70 west, Sixth Principal Meridian, Boulder County,
Colorado, described as follows:
Commencing at the northwest corner of the said east half of the southeast quarter of Section 11;
Thence S 00 degrees 04' 46" W 1318.49 feet along the westerly boundary of the said east half of the
southeast quarter of Section 11 to the northeast corner of the southwest quarter of the southeast
quarter of Section 11, The Point of Beginning;
Thence S 90 degrees 00' 00" E 844.85 feet;
Thence S 00 degrees 00' 00" W 709.96 feet;
Thence S 89 degrees 48' 11" W 525.75 feet;
Thence N 86 degrees 26' 17" W 454.62 feet;
Thence S 82 degrees 49' 38" W 537.29 feet;
Thence N 77 degrees 22' 30" W 354.68 feet;
Thence S 88 degrees 56' 22" W 310.54 feet to the westerly boundary of the southwest quarter of the
southeast quarter of said Section 11;
Thence N 00 degrees OS' 32" E 673.34 feet to the northwest corner of the said southwest quarter of
the southeast quarter of Section 11;
Thence N 89 degrees 45' 44" E 1323.24 feet to The Point of Beginning.
s;\osmp\agents\wally\suitls,resolution.3.doc -September 2Q 2001 A_2 licsoln[ion
EXHIBIT B
FORM OF NOTE
Lease Purchase Revenue Note, Series 2001C
For value received, The Boulder Municipal Property Authority (the "Authority") promises to pay
to Suitts Enterprises, Ltd., in the manner and only from the sources hereinafter nrovided, the
principal sum of $1,675,000.00, together with interest on unpaid principal from the date hereof until
paid, at the rate of 6.0% per annum, said principal and interest to be payable pursuant to the
following schedule (said schedule to be conclusive with respect to the interest payments hereon
notwithstanding the foregoing provisions of this Note):
PAYMENT SCHEDULE
October 31 Principal Interest Total
Year Payment Pam Payment
2002 -0- 100,500.00 100,500.00
2003 -0- 100,500.00 100,500.00
2004 -0- 100,500.00 100,500.00
2005 -0- 100,500.00 100,500.00
2006 -0- 100,500.00 100,500.00
2007 -0- 100,500.00 100,500.00
2008 -0- 100,500.00 100,500.00
2009 -0- 100,500.00 100,500.00
2010 -0- 100,500.00 100,500.00
2011 1,675,000.00 100, 500.00 1,775,500.00
The principal of and interest on this Note are payable in lawful monies of the United States of
America without deduction for collection charges. The principal of and interest on this Note are
payable to the registered owner hereof by check or draft mailed to the person in whose name the
Note is registered, or, if requested by the Authority, by wire trarisfer according to the instructions
provided by the person in whose name this Note is registered on the registration books of the
Authority at the close of business on the day preceding such principal and interest payment date,
whether or not a business day (the "Record Date"); provided, however, that the final payment of the
principal of and interest hereon shall be made solely upon presentation and surrender of this Note
at the office of the Authority, 1777 Broadway, Boulder, Colorado 80302.
If the wiring instructions for the registered owner change during the course of the payment of this
Note, it is the responsibility of the registered owner hereof to notify the Paying Agent and provide
s:\osrnp\aganle\wally\suitts.resolu[ion.3.doo-September 20, 2001 B_1 Resolution
the Paying Agent with new wiring instructions. If such wire transfer is rejected, the Paying Agent
shall hold such payment (without accruing additional interest) until it has been provided with new
wire instructions frorn the registered owner hereof. If, due to the registered owner's failure to
provide the Paying Agent with proper wiring instructions, payment is received by a party other than
the registered owner hereof, neither the Authority nor the Paying Agent shall be held responsible for
such payment(s) to the registered owner hereof.
This Note is a note of the Authority denominated as "Lease Purchase Revenue Note, Series 2001 C
issued in the aggregate principal amount of $1,675,000.00 (the "Note"). As provided in the
resolution of the Authority authorizing this Note (the "Resolution"), this Note is issuable solely in
the form of one fully registered note without coupons and in the denomination of $1,675,000.00.
This Note is issued to acquire certain open space property (the "Property"), to be leased to the City
of Boulder, Colorado (the "City"). The Property so leased (the "Leased Property") shall be leased
pursuant to a Lease Purchase Agreement (the "Agreement") dated October 31, 2001.
This Note may be prepaid by the Authority at any time without penalty.
The Authority may deem and treat the registered owner of this Note as the absolute owner hereof
for all purposes (whether or not this Note shall be overdue), and any notice to the contrary shall not
be binding upon tihe Authority.
This Note is transferable by the registered owner hereof in person or by his attorney, duly authorized
in writing, at the principal office of the Paying Agent designated above, but only in the manner,
subject to the limitations and upon payment of the charges, provided in the Resolution. This Note
may be transferred upon the registration books by delivery of this Note to the Paying Agent together
with a written instrument or instruments of transfer in form and with guarantee of signature
satisfactory to the Paying Agent, duly executed by the registered owner of this Note or his or her
attorney-in-fact or legal representative, containing written instructions as to the details of the transfer
of the Note, along with the social security number or federal employer identification number of such
transferee and wire instructions, if applicable, for principal and interest payments on the Note to such
transferee executed by the transferee. In the event of the transfer of this Note, the Paying Agent shall
enter the transfer of ownership in the registration books. The Authority and the Paying Agent shall
charge the registered owner of this Note for every such transfer an amount sufficient to reimburse
the Authority and the Paying Agent for his reasonable fees and for any tax or other governmental
charge required to be paid with respect to such transfer. The Authority may replace a lost, stolen or
destroyed Note upon receiving indemnity satisfactory to the Authority from the registered owner
thereof.
EXCEPT TO THE EXTENT PAYABLE FROM NET PROCEEDS OF FORECLOSURE AND
SALE OF THE LEASED PROPERTY PURSUANT TO A DEED OF TRUST DATED OCTOBER
31, 2001 (THE "DEED OF TRUST") FROM THE AUTHORITY TO THE PUBLIC TRUSTEE OF
BOULDER COUNTY, COLORADO, FOR THE BENEFIT OF THE REGISTERED OWNER
HEREOF, THIS NOTE SHALL BE PAYABLE SOLELY FROM RENTALS TO BE PAID BY
THE CITY UNDER THE AGREEMENT. ALL PAYMENT OBLIGATIONS OF THE CITY
UNDER THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE OBLIGATION OF
s:\osmp4~gents\wally\suills.resolution.3.doc-September 20, 2001 B_2 Resolution
THE CITY TO PAY RENTALS, SHALL ONLY BE MADE FROM THE CITY'S OPEN SPACE
AND STREET FUND MAINTAINED UNDER SECTION 3-2-39, BOULDER REVISED CODE
1981, ARE FROM YEAR TO YEAR ONLY, AND DO NOT CONSTITUTE A MANDATORY
PAYMENT OBLIGATION OF THE CITY IN ANY FISCAL YEAR BEYOND A FISCAL YEAR
IN WHICH THE AGREEMENT SHALL THEN BE IN EFFECT. THE AGREEMENT IS
SUBJECT TO ANNUAL RENEWAL AT THE OPTION OF THE CITY AND SHALL BE
TERMINATED UPON THE OCCURRENCE OF AN EVENT OF NONAPPROPRIATION. IN
SUCH EVENT, ALL PAYMENTS FROM THE CITY UNDER THE AGREEMENT SHALL
TERMINATE, AND THIS NOTE AND THE INTEREST HEREON SHALL BE PAYABLE
SOLELY FROM MONIES AVAILABLE, IF ANY, FROM FORECLOSURE ON THE LEASED
PROPERTY PURSUANT TO THE DEED OF TRUST.
None of the Agreement, this Note or the Deed of Trust constitute a general obligation or other
indebtedness of the City within the meaning of any constitutional, statutory, or home rule charter
debt provision or limitation. None of the Agreement, this Note or the Deed of Trust of the Authority
have directly or indirectly obligated the City to make any payments beyond those appropriated for
any fiscal year in which the Agreement shall then be in effect.
The obligations of the Authority under the Resolution and the Deed of Trust shall be discharged as
and to the extent provided in the Resolution upon deposit of cash and/or United States government
securities with an escrow agent, in which case the registered owner of this Note shall promptly
release the lien of the Deed of Trust and shall be secured solely as provided in the Resolution.
Upon receiving written notice of a default from the registered owner hereof, the Authority shall have
30 days to cure such default, whereupon if such default is not cured, then the entire principal amount
hereof, together with interest hereon, shall, at the election of the registered owner hereof, become
due and payable, but only from the sources hereinabove described. Failure to exercise this election
or any other remedies upon a default shall not constitute a waiver of that right in the event of a
subsequent or continuing default.
The rights or remedies of the registered owner hereof as provided in this Note and the Deed of Trust
shall be cumulative and concurrent and may be pursued singly, successively, or together against the
Leased Property at the sole discretion of the registered owner hereof. The failure to exercise any
such right or remedy shall in no event be construed as a waiver or release of said rights or remedies,
or of the rights to exercise them at any later time.
This Note may not be amended, rnodified, or changed, nor shall any waiver of any provision hereof
be effective, except by an instrmnent in writing and signed by the party against whom enforcement
of any waiver, amendment, change, modification or discharge is sought.
1t is hereby certified and recited that all the requirements of law have been fully complied with by
the proper Authority officers in the issuance of this Note, and that this Note was duly and lawfully
authorized by the Resolution duly adopted and approved by the Board of Directors of the Authority
prior to the issuance hereof.
s:\osmp\agents\wallylsuitts.resolution.3.doc -September 2Q 2001 B_3 Resolution
The registered owner of this Note, by acceptance hereof, acknowledges and agrees to be bound by
all provisions of the Resolution relating hereto.
This Note shall not be entitled to any benefit under the Resolution, or become valid or obligatory
for any purpose until the Paying Agent, as registrar, shall have signed the certificate of authentication
hereon.
IN WITNESS WHEREOF, the Board of Directors of the Authority has caused this Note to be
executed with the signature of the President of the Authority and attested by the signature of its
Secretary-Treasurer and has caused the seal of the Authority to be impressed or imprinted hereon.
Date: October 31, 2001
~.~.~, ~ L
~~# ~~
ATTEST:
s:\osmp\agents\wally\suit[s.resolu[ion.3,doo -September 2Q, 2001 B_4 Resolution
THE BOULDER MUNICIPAL PROPERTY
AUTHORITY, a Colorado non-profit corporation
CERTIFICATE OF AUTHENTICATION
This Note is described in the within mentioned Resolution of the Authority.
Date of Authenticarion:
US Bank National Association, as Registrar
By:
Authorized Officer
s:\osmp\a~enls\wally\suilts.resolu[ion.3.doc -September 20, 2001 B_5 Resolution
FORM OF ASSIGNMENT OF NOTE
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto
ase print or type name and address of transferee) (Tax Identification or Social Security No.
the within Note and all rights and title hereunder, and
hereby irrevocably constitutes and appoints
attorney to transfer the within Note on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
Signature
Assignor must attach notarized acknowledgment.
Signature rnust be guaranteed by a
member of a Medallion Signature Program
NOTE: PLEASE RETURN ORIGINAL NOTE WITH THIS ASSIGNMENT.
The signature on this assignment mnst correspond with the name as it
appears on the face of this original note.
s;\osmp\~~gents\wally\suitLS,resolu[iou.3.doc -September 20, 2001 B_6 Resolution
EXHIBIT C
NOTE TERMS
The Note shall be issued in the aggregate principal amount of $1,675,000.00 and shall be known as
"Lease Purchase Revenue Note, Series 2001C". The Note shall be issued as one fully registered
Note in the denomination of $1,675,000.00.
The Note shall be dated October 31, 2001, and shall bear interest on unpaid principal from its date
payable on each October 31, commencing October 31, 2002, until maturity or prior payment. The
Note shall be numbered R-1. The Note shall bear interest on the unpaid principal thereof from the
date at a rate of 6.0% per annum. The Note shall mature as to principal in the amounts and on
October 31 of the years, as follows:
October 31 Principal
Maturitv Amount
2002 -0-
2003 -0-
2004 -0-
2005 -0-
2006 -0-
2007 -0-
2008 -0-
2009 -0-
2010 -0-
2011 1,675,000.00
The interest on the Note payable on each October 31, based on the interest rates provided above,
shall be as follows (which schedule shall take precedence over the interest rates set forth above in
the case of any conflict in the determination of the interest payable on any date):
Interest
Year Payable
2002 100,500.00
2003 100,500.00
2004 100,500.00
2005 100,500.00
2006 100,500.00
2007 100,500.00
2008 100,500.00
2009 100,500.00
2010 100,500.00
2011 100,500.00
s:\osmp\agents\wally\suit[s.resoln[ion.3.doc - 4eptember 2Q, 2001 C-1 Resolution
The principal of and interest on the Note shall be payable in lawful money of the United States of
America to the registered owner thereof, without deduction for collection charges, by wire transfer
according to the instructions provided by the person in whose name the Note is registered, or, if
requested by the Authority, by wire transfer according to the instructions provided by the person in
whose name this Note is registered on the registration books of the Paying Agent at the close of
business on the Record Date; provided however, that the last payment of principal and interest shall
be made only upon presentation and surrender thereof at the office of the Authority at 1777
Broadway, Boulder, Colorado. Record Date shall mean the day preceding each interest payment
date, whether or not a business day.
The Note shall be executed in the name of the Authority, shall be signed by the manual signature of
the President of the Authority, shall be imprinted or impressed with the seal of the Authority, and
shall be attested by the manual signature of the Secretary-Treasurer of the Authority.
The authentication certificate upon the Note shall be substantially in the form and tenor provided in
the form of the Note. No Note shall be secured or entitled to the benefit of this Resolution, or shall
be valid or obligatory for any purpose, unless the certificate of authentication, substantially in such
form, has been duly executed by the Paying Agent, as registrar; and such certificate of the Paying
Agent upon any Note shall be conclusive evidence and the only competent evidence that such Note
has been authenticated and delivered under this Resolution. The certificate of authentication shall
be deemed to have been duly executed if manually signed by an authorized signatory of the Paying
Agent, but it shall not be necessary that the same authorized signatory sign the certificate of
authentication on all of the Notes issued under this Resolution.
The Note may be prepaid by the Authority at any time without penalty.
The Note may be transferred upon the registration books upon delivery of the Note to the Paying
Agent, accompanied by a written instrument or instruments of transfer in form and with guarantee
of signature satisfactory to the Authority, duly executed by the owner of the Note to be transferred
or his attorney-in-fact or legal representatives, containing written instructions as to the details of the
transfer of such Note, along with the social security number or federal employer identification
number of such transferee and wire instructions for principal and interest payments on the Note to
such transferee executed by the transferee. No transfer of any Note shall be effective until entered
on the registration books. The Authority and the Paying Agent may replace a lost, stolen or
destroyed Note upon receiving indemnity satisfactory to the Authority and the Paying Agent from
the registered owner thereof.
In the event of the transfer of a Note, the Paying Agent shall enter the transfer of ownership in the
registration books and of the same denomination, maturities, and interest rates for the aggregate
principal amount which the registered owner is entitled to receive at the earliest practicable time in
accordance with the provisions of this Resolution. The Authority and the Paying Agent shall charge
the registered owner of such Note for every such transfer of the Note an amount sufficient to
reimburse the Authority and the Paying Agent for his reasonable fees and for any tax or other
governmental charge required to be paid with respect to such transfer.
s:\osmp\agen[s\wally\suit[s.resolulion3.doc -September 20, 2001 C-2. Resolution
The Authority and the Paying Agent may deem and treat the registered owner of any Note as the
absolute owner thereof for all purposes (whether or not such Note shall be overdue), and any notice
to the contrary shall not be binding upon the Authority or the Paying Agent
If the Authority shall irrevocably deposit with a banking institution of its choice, constituting an
escrow agent for the benefit of the note holders, sufficient cash, or cash and/or direct noncallable
obligations of the United States of America, to pay the principal of and interest on the Note, as the
same become due, and shall furnish the registered owners of the Note with an opinion of nationally
recognized bond counsel to the effect that said deposit will not adversely affect the exclusion of
interest on the Note from gross income of the owner thereof, then the Note shall no longer be
deemed outstanding, and the Deed of Trust and this Resolution shall be satisfied and discharged, and
the only remaining obligations of the Authority with respect to the Note shall be to make the
payments of principal and interest thereon when due, and, so long as the escrow shall remain in
effect, to comply with the provisions of this Resolution concerning transfer and registration of the
Note and Section 9 of this Resolution. 1n detennining the sufficiency of the escrow, the Authority
shall be entitled to consider as available the interest earnings to be received with respect to such
direct obligations of the United States of America.
s:\os~np\agents\wally\suitts,resolulion.3.doc -September 2Q, 2001 C-3 Resolution
STATE OF COLORADO )
COUNTY OF BOULDER ) SS.
THE BOULDER MUNICIPAL )
PROPERTY AUTHORITY )
I, Cappie I. Fine, the duly appointed, qualified, and Secretary-Treasurer of The Boulder Municipal
Property Authority (the "Authority"), do hereby certify that the foregoing pages constitute a true and
correct copy of the Record of Proceedings of the Board of Directors of said Authority, adopted at
a regular or special meeting of the Board, held in the City Council Chambers at 1777 Broadway,
Boulder, Colorado, on September 25, 2001, commencing at the hour of 6:00 P.M., as recorded in
the official Record of the Proceedings of said Authority kept in my office, insofar as said
proceedings relate to the resolution mentioned therein; that said proceedings were duly had and
taken; that the meeting was duly held; that notice was duly given to the Board of Directors; and that
the acts taken at such meeting have not been rescinded or repealed as of the date hereof, and I further
certify that the foregoing Resolution of the Authority is a true, complete, and correct copy of the
Resolution approved by the Board of Directors of the Authority, and that the foregoing Resolution
is in full force and effect as of this date and has not been repealed, modified, or amended.
WITNESS my hand and the seal of the Authority, this October 31, 2001.
[SEAL]
By:
Secretary-Treasurer
The Boulder Municipal Property Authority
a Colorado non-profit corporation
a:\osmp\agents\wally\suit[s.resolution.3.doc - SeptembG~ 20, 2001 C-4 Resolution