TC Ord. No. 2002-03 Authorizing and directing the issuance of up to $15,305,000 of the town's multifamily housing revenue bonds (GNMA mortage backed securities program Buffalo ridge II apartments projectTOWN OF AVON, COLORADO
ORDINANCE NO. 02-03
AN ORDINANCE AUTHORIZING AND DIRECTING THE
ISSUANCE OF UP TO $15,305,000 OF THE TOWN'S
MULTIFAMILY HOUSING REVENUE BONDS (GNMA
MORTGAGE-BACKED SECURITIES PROGRAM - BUFFALO
RIDGE II APARTMENTS PROJECT), SERIES 2002, THE
EXECUTION AND DELIVERY OF A FINANCING
AGREEMENT, A TRUST INDENTURE, A BOND PURCHASE
AGREEMENT, AND RELATED DOCUMENTS;
AUTHORIZING AND DIRECTING THE EXECUTION AND
DELIVERY OF SUCH BONDS; MAKING CERTAIN
DETERMINATIONS WITH RESPECT THERETO;
PROVIDING FOR THE PRINCIPAL AMOUNT, NUMBERS,
PROVISIONS FOR REDEMPTION AND TENDER AND
MATURITY OF, AND RATES OF INTEREST ON, THE
BONDS; REQUESTING THE TRUSTEE TO AUTHENTICATE
THE BONDS; AUTHORIZING INVESTMENTS;
AUTHORIZING INCIDENTAL ACTION; AND REPEALING
INCONSISTENT ACTIONS.
WHEREAS, the Town of Avon, Colorado (the "Town") is authorized by its Home
Rule Charter (the "Charter") and by the Colorado County and Municipality Development
Revenue Bond Act (the "Act") to issue revenue bonds for the purpose of financing certain
residential housing facilities for commercial and business enterprises; and
WHEREAS, the Town has been requested to enter into a Financing Agreement
(the "Agreement") dated as of April 1, 2002, with Buffalo Ridge II, LLLP, a Colorado limited
liability limited partnership (the "Borrower"), AMI Capital, Inc. (the "Lender") and Wells Fargo
Bank West, National Association (the "Trustee") to finance the development of certain
residential rental housing facilities to be occupied by persons or families of low- or moderate-
income (the "Project") and related costs by the issuance and delivery of its bonds to be known as
"Multifamily Housing Revenue Bonds (GNMA Mortgage-Backed Securities Program - Buffalo
Ridge II Apartments Project), Series 2002A" (the "Series 2002A Bonds") and "Taxable
Multifamily Housing Revenue Bonds (GNMA Mortgage-Backed Securities Program - Buffalo
Ridge II Apartments Project), Series 2002B" (the Series 2002B Bonds") (the Series 2002A and
the Series 2002B Bonds being referred to together as the "Bonds"), such Bonds to be issued in an
aggregate principal amount not to exceed $15,305,000 and pursuant to a Trust Indenture dated as
of April 1, 2002 (the "Trust Indenture") with the Trustee; and
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WHEREAS, to effect the financing of the Project, pursuant to the Agreement, the
Lender will originate a mortgage loan to the Borrower, which mortgage loan will be evidenced
by the Borrower's promissory note in favor of the Lender and secured by a mortgage on the
Proj ect;
WHEREAS, upon the issuance and delivery of the Bonds, the Town shall cause
the proceeds thereof to be delivered to the Trustee to be applied, in accordance with the
Financing Agreement, toward the purchase from the Lender of fully modified mortgage-backed
securities which will be guaranteed as to timely payment of principal and interest by the
Government National Mortgage Association.
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE
TOWN OF AVON, COLORADO, AS FOLLOWS:
Section 1. APPROVAL OF AGREEMENT, TRUST INDENTURE AND
BOND PURCHASE AGREEMENT. The forms of the Agreement, the Trust Indenture, and the
Bond Purchase Agreement with the Borrower and Kirkpatrick Pettis Smith Polian, Inc. (the
"Underwriter"), presented to this meeting (copies of which shall be filed with the records of the
Town) are hereby approved and incorporated by reference as if set forth in full, and the Mayor of
the Town (the "Mayor") is hereby authorized to execute and deliver, and the Town Clerk and
Recorder of the Town (the "Town Clerk") is hereby authorized to affix the seal of the Town
where appropriate to, and attest, such documents in substantially such form and upon the terms
and conditions set forth herein and therein, with such changes therein as such officers shall
approve (including changes in dates and amounts necessary to conform such documents to the
final terms as approved by the Borrower and the Underwriter), such approval to be evidenced by
their execution thereof. Town Council also acknowledges the use and distribution of an official
statement relating to the Bonds by the Borrower and the Underwriter in such form as they deem
appropriate and adequate for the sale of the Bonds.
In accordance with the requirements of the Act, the Town hereby determines that
the following provisions shall be as set forth in the form of the Trust Indenture hereinbefore
approved, which form is hereby incorporated herein by reference as if set forth in full:
(a) Custody of the proceeds from the sale of the Bonds, including their
investment and reinvestment until used to defray the costs of the Project;
(b) The creation of funds or an account into which any Bond proceeds,
revenues and income may be deposited or created;
(c) Limitation on the purpose to which proceeds of any Bonds may be
applied;
(d) Limitation on the issuance of additional bonds, the terms upon
which additional bonds are issued and secured, the refunding of Bonds and the
replacement of Bonds;
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(e) The procedure by which the terms of any contract with
Bondholders may be amended or abrogated;
(f) Vesting in the Trustee such properties, rights, powers and duties in
trust as the Town determines and limiting the rights, duties and powers of the
Trustee; and
(g) The rights and remedies available in case of a default to the
Bondholders or to the Trustee under the Agreement or the Trust Indenture.
In accordance with the requirements of the Act, the Town hereby determines that
(a) the fixing and collection of revenues in respect of the Project shall be as set forth in the form
of Agreement, which form is hereby incorporated herein by reference as if set forth in full, and
(b) as required by the Act, the Town has determined that occupants of the Project shall have
income not to exceed 80% of Adjusted Median Income as published from time to time by the
United States Department of Housing and Urban Development, and that such persons or families
lack the financial ability to pay rentals sufficient to induce private enterprise in the Town of
Avon, Colorado to build a sufficient supply of adequate, safe, and sanitary dwellings without the
special assistance afforded by the Act.
Section 2. ISSUANCE OF BONDS. The issuance of the Bonds is hereby
authorized. The forms of the Bonds set forth in the Trust Indenture are hereby approved; the
Bonds shall be executed with the manual or facsimile signatures of the Mayor and the Town
Clerk on the face of the Bonds in substantially such forms with appropriate insertions and
variations, and the seal of the Town or a facsimile thereof is hereby adopted and authorized to be
affixed or imprinted thereon; and the Mayor or the Town Clerk is authorized and directed to
deliver the Bonds to the Trustee for authentication under the Trust Indenture and, when they have
been authenticated, to deliver them or cause them to be delivered to the Underwriter pursuant to
the Bond Purchase Agreement against receipt of the purchase price as specified therein, plus any
accrued interest due, and to deposit the amount so received with the Trustee as provided in the
Trust Indenture.
Section 3. TERMS OF BONDS. The Bonds shall be in the aggregate
principal amount not to exceed $15,305,000. The actual principal amounts and maturity dates of,
and the interest rates borne by, the Bonds shall be as set forth in a supplemental resolution
adopted by the Town Council and as further provided in the Trust Indenture. The Bonds shall be
dated as of April 1, 2002, and shall be issued as fully registered bonds in minimum
denominations of $5,000 and as shall be specified in the Trust Indenture. Pursuant to the Act,
the maximum net effective interest rate for the Bonds, with which the Bond Purchase Agreement
complies, shall not exceed 10% per annum. Pursuant to the Charter, the final maturity of the
Bonds shall be no later than December 20, 2044. The provisions for optional and mandatory
redemption of the Bonds prior to their maturity, the registration and exchangeability privileges,
the medium of payment, and the priorities in revenues of the Town, shall be as set forth (a) in the
aforesaid form of such Bonds, which form is hereby approved and incorporated by reference as if
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set forth in full, and (b) in the form of the Trust Indenture hereinbefore approved and
incorporated.
The Town hereby confirms the appointment of Wells Fargo Bank West, National
Association under the terms of the Trust Indenture, as the Trustee, Paying Agent and Registrar.
Section 4. DETERMINATION OF REVENUES. In accordance with the Act,
it is hereby determined that (a) no amount is necessary for payment into a reserve fund for
retirement of the Bonds and maintenance of the Project and (b) the Borrower shall be required
under the terms of the Agreement to pay all taxes levied by the State of Colorado and local
taxing bodies with respect to the Project. The scheduled payments of principal and interest on
the Bonds for each year shall be as set forth in a supplemental resolution adopted by the Town
Council.
It is hereby further determined that the Borrower shall be required, under the terms of the
Agreement, to maintain the Project and carry all proper insurance with respect thereto.
Section 5. AUTHENTICATION OF BONDS. The Trustee is hereby
requested to authenticate the Bonds and to deliver them to, or upon the order of, the Mayor or the
Town Clerk.
Section 6. INVESTMENT OF FUNDS. The Trustee shall be, by virtue of
this Ordinance and without further authorization from the Town, authorized, directed and
requested to invest and reinvest all moneys available therefor held by it pursuant to the Trust
Indenture which by the terms of said Trust Indenture may be invested, or to deposit and redeposit
such moneys in such accounts as may be permitted by said Trust Indenture all subject to the
terms and limitations contained in the Trust Indenture.
Section 7. INCIDENTAL ACTION. The Mayor and Town Clerk of the
Town are hereby authorized and directed to execute and deliver such other documents and to take
such other action as may be necessary or appropriate in order to effectuate the delivery of the
aforesaid Agreement, Trust Indenture, and Bond Purchase Agreement, the performance of the
Town's obligations thereunder, and the issuance and sale of the Bonds. Notwithstanding any
other provision of this Ordinance, the Mayor and Town Clerk are hereby authorized to make or
approve such revisions in the Agreement, the Trust Indenture and the Bond Purchase Agreement
as, in the opinion of the Town Attorney, may be necessary or convenient to carry out or assist in
carrying out the purposes of this Ordinance and the financing of the Project through the issuance
of the Bonds, including without limitation determining the actual principal amount of the Bonds.
Section 8. BONDS SHALL NOT CONSTITUTE A PECUNIARY
LIABILITY OF THE TOWN. The Bonds shall be special, limited obligations of the Town,
payable solely from the revenues derived from the Project and shall never constitute the
debt or indebtedness or financial obligation of the Town within the meaning of any
provision or limitation of the Colorado Constitution, the Charter, or Colorado Statutes,
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and shall not constitute or give rise to a pecuniary liability of the Town or a charge against
its general credit or taxing powers.
Section 9. REPEALER. All acts, orders, resolutions, ordinances or parts
thereof, taken by the Town in conflict with this Ordinance are hereby repealed, except that this
repealer shall not be construed so as to revive any act, order, resolution, ordinance or part
thereof, heretofore repealed.
Section 10. ORDINANCE IRREPEALABLE. This Ordinance is, and shall
constitute, a legislative measure of the Town, and after the Bonds are issued and outstanding, this
Ordinance shall constitute a contract between the Town and the owner or owners of the Bonds,
and shall be and remain irrepealable until the Bonds and the interest accruing thereon shall have
been fully paid, satisfied and discharged.
Section 11. SEVERABILITY. If any paragraph, clause or provision of this
Ordinance is judicially adjudged invalid or unenforceable, such judgment shall not affect, impair
or invalidate the remaining paragraphs, clauses or provisions hereof, the intention being that the
various paragraphs, clauses or provisions hereof are severable.
Section 12. PUBLIC HEARING. A public hearing on the proposed issuance
of the Bonds shall be held at the Town Council Chambers on February 26, 2002, at 5:00 p.m.
prior to the final consideration of this Ordinance. The action of the Town Clerk heretofore taken
to publish notice of such a public hearing at least fourteen (14) days prior to February 26, 2002,
is ratified and confirmed.
Section 13. LIMITATION OF ACTIONS. In accordance with the Act, no
action may be brought questioning the legality of the Agreement, the Trust Indenture, the Bonds,
the Bond Purchase Agreement or any agreements related thereto on or after thirty days from the
effective date of this Ordinance.
Section 14. EFFECTIVE DATE. This Ordinance shall take effect seven days
after its passage and public notice thereof.
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PASSED FOR PUBLICATION this 12th day of February, 2002.
TOWN OF AVON, COLORADO
(TOWN SEAL) By: Q,~ 46 6 1
ayor V (7
The foregoing Ordinance will be presented for final passage at the Council's
regular meeting, to be held at Town Council Chambers, on Tuesday, the 26`h day of February,
2002, at 5:00 p.m.
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ALLY PASSED AND ADOPTED the 26"' day of February, 2002.
TOWN OF AVON, COLORADO
b -SLALy j By:
or
TEST:
n Clerk
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\\\DE - 86736/1 - #138301 vi
The motion to pass the foregoing Ordinance for publication was duly made by
Council Member Michael Brow and seconded by Council Member Debbie Buckley ,
and the roll was called with the following results:
Council Members voting "Yes":
Council Members voting "No":
Michael Brown
Debbie Bucklby~
Peter Buckley
Mac McDevitt
The Mayor thereupon declared the Ordinance duly passed for publication and
instructed the Town Clerk to post the Ordinance once in full in at least three public places within
the Town, in addition to the office of the Town Clerk, at least seven days before its consideration
for final passage.
After consideration of other business to come before the Town Council, the
meeting was adjourned.
(TOWN SEAL)
\\\DE - 86736/1 - #138301 vl
By:
Wor
-8-
Town Clerk
STATE OF COLORADO )
ss.
COUNTY OF EAGLE )
The Town Council of the Town of Avon, Colorado, held a regular meeting open
to the public at the Town Council Chambers at 400'-Benchmark Rion Tuesday, the 26t" of
February, 2002, at 5:00 p.m.
The following members of the Town Council, constituting a quorum thereof, were
present:
Council Members: Michael Brown, Debbie Buckley, Peter Buckley,
Mac McDevitt, Buz Reynolds, Judy Yoder
The following members of the Town Council were absent: Rick Cuny
The following persons were also present: Town Mgr. Bill E f t i ng, Asst.
Town Mgr. Larry Brooks, Town Attorney John Dunn, Town Clerk Kristen Nash,
Human Resourse Dir. Jacquie Halburnt, Town Engineer Norm Wood, Public
Works Dir. Bob ReedCle r m rrarlsitormed tD' r HarTy T.aylo , Planner0 Tambi Ka i eb
The Town 9e flown Council That the proposed rdmance, which
was passed for publication and ordered posted once in full at a regular meeting of the City
Council held on February 12, 2002, was posted in full in at least three public places within the
Town, in addition to the office of the Town Clerk, on February 2 7, 2002.
The Mayor further announced that, in accordance with federal tax law relating to
the issuance of the Bonds which is the subject of such Ordinance, a notice of public hearing has
been published once in the Eagle , a newspaper of general circulation in the Town, in its
issue of February 7, 2002. Valley Enterprise
At or after 5:00 p.m., the Town Council held a public meeting on the proposed
Ordinance, including the issuance of the Bonds and the nature and location of the facilities to be
financed therewith, and all interested persons present were heard by the Town Council.
Thereupon, Council Member Debbie Bucklegioved that the Ordinance be
finally passed, adopted, numbered 0 . - 0 3 and ordered posted. Council Member
Michael Brown seconded the motion, and the question being upon the final passage and
adoption of the Ordinance, the roll was called with the following results:
Council Members voting "Yes": Michael Brown, Debbie Buckley, Peter
Buckley, Mac McDevitt, Buz Reynolds
*Planning Tech. Ejic Johnson, Bldq)._Official George Hoyt
Detective Mike Leake
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Council Members voting "No":
The Mayor thereupon declared the Ordinance finally passed and adopted and
instructed the Town Clerk to number the same as moved and post the Ordinance once in full in at
least three public places within the Town, in addition to the office of the Town Clerk.
After consideration of other business to come before the Town Council, the
€€1UrA
`OWN SEAL) By: J~
r' A. TI. _ M #r
lerk
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\ \ \ DE - 86736/1 - #138301 v I
STATE OF COLORADO )
ss.
COUNTY OF EAGLE )
Kristen
I, Nash , Town Clerk of the Town of Avon, Colorado, do hereby certify that
the attached copy of Ordinance No. 02- 0 3 is a true and correct copy; that said Ordinance was
passed by the Town Council of the Town of Avon, Colorado, at its regular meeting held at
Avon Town Count; 1 rhamhp sthe regular meeting place thereof, on Tuesday, the 26th day of
February, 2002; that a true copy of said Ordinance has been authenticated by the signatures of the
Mayor of the Town of Avon and myself as Town Clerk thereof, sealed with the seal of the Town,
and numbered and recorded in a book kept for that purpose in my office; that the foregoing pages
1 through 10, inclusive, constitute a true and correct copy of the record of the proceedings of said
Town Council at its regular meetings of February 12, 2002 and February 26, 2002, insofar as
said proceedings relate to said Ordinance; that said proceedings were duly had and taken, that the
meeting was duly held; and that the persons were present at said meeting as therein shown.
IN WITNESS WHEREOF, I have heretoto set my hand and the seal of the Town
ado this ,E day of February, 2002., /
r e%JN OF A
gTPIAN SF
%
T6vGn Clerk
Town of Avon, Colorado
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\\\DE-86736/1 -#138301 v1
STATE OF COLORADO )
COUNTY OF EAGLE ) SS
TOWN OF AVON 1
NOTICE IS HEREBY GIVEN OF A PUBLIC HEARING BEFORE THE TOWN COUNCIL
OF THE TOWN OF AVON, COLORADO AT 5:30 P.M. ON THE 26th DAY OF FEBRUARY
2002, AT THE TOWN OF AVON MUNICIPAL BUILDING FOR THE PURPOSE OF
CONSIDERING THE ADOPTION OF ORDINANCE NO. 02-03, SERIES OF 2002:
An Ordinance Authorizing and Directing the Issuance of up to $15,305,000 of the Town's
Multifamily Housing Revenue Bonds (GNMA Mortgage-Backed Securities Program - Buffalo
Ridge II Apartments Project), Series 2002, the Execution and Delivery of a Financing
Agreement, a Trust Indenture, a Bond Purchase Agreement, and Related Documents;
Authorizing and Directing the Execution and Delivery of Such Bonds; Making Certain
Determinations with Respect Thereto; Providing for the Principal Amount, Numbers, Provisions
for Redemption and Tender and Maturity of, and Rates of Interest on, the Bonds; Requesting the
Trustee to Authenticate the Bonds; Authorizing Investments; Authorizing Incidental Action; and
Repealing Inconsistent Actions
A copy of said Ordinance is attached hereto, and is also on file at the office of the Town Clerk,
and may be inspected during regular business hours.
Following this hearing, the Council may consider final passage of this Ordinance.
This notice is given and posted by order of the Town Council of the Town of Avon, Colorado
Dated this 12th day of February, 2002.
TOWN Qf AVON, COLORADO
BY:
Ken Nash
Town Clerk
POSTED AT THE FOLLOWING PUBLIC PLACES WITHIN THE TOWN OF AVON ON
FEBRUARY 14,2002:
AVON MUNICIPAL BUILDING IN THE MAIN LOBBY
ALPINE BANK
AVON RECREATION CENTER
CITY MARKET IN THE MAIN LOBBY
VON
C O L O R A D O
TomdAm
P.O. BcDc975
900 BffxNmkRaed
AcR Cdaado 81EX
97l}7984n
O>Mce of the Assistant Town Manager
To: Honorable Mayor and Town Council
Fr: Larry Brooks, Assistant Town Manager
Via: Bill Efting, Town Manager
Dt: 2/20/02
Re: Buffalo Ridge II
The attached ordinance will authorize the funding of 176 units of Buffalo Ridge Affordable
Housing Project. The remaining 68 units will be funded separately as conduit debt that will
be discussed and approved at the 3/26 meeting. At the meeting of March 26, the council will
also review the final pricing resolution for the PAB bonds, which provides the information
needed to fill in the blanks that currently exist in the documents.
Bond Counsel (Hogan and Hartson), will be present in the event there are any questions
regarding the funding documents. We will not require that the attorneys or stake holders in
the agreement make any presentations since this was done at first reading. These bonds do
not result in debt, indebtedness or financial obligation of the Town of Avon, but rather are
payable solely from the revenues derived from the project.
Recommended Action: Approve Ordinance No. 02-03, Series of 2002 at second reading.
Town Manager Comments:
VON
C O L O R A D O
Town of A"
P.O. BCK975
400 Bffxhiw PCEid
Awn Cobado 81620
970-7484006
Office of the Assistant Town Manager
To: Honorable Mayor and Town Cour
Fr: Larry Brooks, Assistant Town Mai
Via: Bill Efting, Town Manager751:r<-
Dt: 2/7/02
Re: Buffalo Ridge II
The attached ordinance will authorize the funding of 176 units of Buffalo Ridge Affordable
Housing Project. The remaining 68 units will be funded separately as conduit debt that will
be discussed and approved at the 2/26 meeting, (reference the attached schedule and
organizational diagram).
Bond Counsel (Hogan and Hartson), as well as the Town's Counsel (Sherman and Howard)
will be present to explain the ordinance and the funding documents. These bonds do not
result in debt, indebtedness or financial obligation of the Town of Avon, but rather are
payable solely from the revenues derived from the project.
Recommended Action: Approve Ordinance No. 02-03, Series of 2002 on first reading.
Town Manager Comments:
D1 ~~"s,
BUFFALO RIDGE I & II
TOWN OF AVON
KEY DATES
DATE DESCRIPTION
1/8/02 Avon Housing Authority Resolution
Project Financing Overview
2/7/02
Documents due for 2/12 TC Meeting
2/12/02
1St Reading of Bond Ordinance (PAB)
authorizing Bonds, Financing Agreement,
Trust Indenture, Bond Project Agreement,
POS
2/26/02
2"d Reading of Bond Ordinance (PAB)
TEFRA / Public Hearing
3/12/02
Resolution Approving 6320 Bonds and
Project Agreement
Final Pricing Resolution (PAB)
Sign Bond Purchase Agreement(s)
3/26/02
Avon Council Meeting - No Action Needed
3/28/02
30-Day Referendum period expires
4/9/02
Sign Documents
4/10/02
Bond Closing - 6320
Bond Closing - PAB
TOA Housing Authority
Council
Council
Council
Council
Council
Mayor, Town Clerk
Mayor, Town Clerk
GF: 1/8/02
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