TC Res. No. 2016-32 Approving the Execution and Delivery of Buffalo Ridge Affordable Housing Corp. of a Mortgage Loan0
RESOLUTION NO. 16 -32
TOWN OF AVON, COLORADO
APPROVING THE EXECUTION AND DELIVERY BY BUFFALO RIDGE
AFFORDABLE HOUSING CORPORATION OF A MORTGAGE LOAN
AND AUTHORIZING CERTAIN AMENDMENTS AND INCIDENTAL
ACTION THERETO.
WITNESSETH:
WHEREAS, Buffalo Ridge Affordable Housing Corporation (the "Corporation ") has
been duly organized under the provisions of the Colorado Revised Nonprofit Corporation Act,
Articles 121 through 137 of Title 7, Colorado Revised Statutes, as amended, for the purpose of
acquiring interests in real property and to construct, install and operate certain improvements in
the Town of Avon, Colorado (the "Town "); and
WHEREAS, the Corporation acquired real and personal property and constructed
improvements to provide dwelling accommodations at rentals within the means of individuals or
families of low or moderate income (the "Project "), known as the Buffalo Ridge I Apartments;
and
WHEREAS, in order to finance the Project, the Corporation originally entered into a
Trust Indenture dated as of May 1, 2002 (as amended on March 8, 2011, the "Indenture ") with
Wells Fargo Bank, N.A., formerly known as Wells Fargo Bank West, National Association, as
Trustee under the Indenture (the "Trustee ") and issued its Multifamily Housing Project Revenue
Bonds (GNMA Mortgage- Backed Securities Program — Buffalo Ridge I Apartments Project),
Series 2002, in an aggregate principal amount of $10,315,000 (collectively, the "Bonds "); and
WHEREAS, in connection with the issuance of the Bonds the Town and the Corporation
executed and delivered a Project Agreement dated as of May 1, 2002, and amended on March 8,
2011 (the "Project Agreement "), under the terms of which the Corporation is responsible for
operating the Project, and, subject to certain conditions, title to the Project shall vest in the Town
upon the end of the term of the Project Agreement; and
WHEREAS, in order to refinance a loan that provided funds for the Project, and to pay
off certain obligations of the Corporation, the Corporation entered into (a) a mortgage loan with
CBRE HMF, Inc. on August 28, 2013 ( "2013 Loan "), (b) executed a note and deed of trust in
connection therewith, and (c) entered into two subordinate cash flow notes ( "Subordinate
Notes ");
WHEREAS, the Bonds have been redeemed in full and the Indenture has been
terminated; and
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WHEREAS, in connection with the 2013 Loan, the Project Agreement was amended and
restated ( "Amended and Restated Project Agreement ") which changes and agreement were
approved by the Town Council;
WHEREAS, the Corporation desires to enter into a new mortgage loan (the "New
Mortgage Loan ") with CBRE HMF, Inc. (the "New Lender ") in order to refinance the 2013
Loan; and
WHEREAS, proposed forms of the Note (the "New Mortgage Note), the Multifamily
Deed of Trust Assignment of Leases and Rents and Security Agreement (the "New Mortgage
Deed ") and the U.S. Department of Housing and Urban Development Regulatory Agreement for
Multifamily Housing Projects (the "New Mortgage Regulatory Agreement ") relating to the New
Mortgage Loan (collectively, together with any other documents executed in connection
therewith, the "New Mortgage Loan Documents ") (collectively, the "Agreements ") have been
presented before the Town Council at this meeting;
WHEREAS, it is not necessary in connection with the New Mortgage Loan to make any
changes to or amend the Amended and Restated Project Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN
OF AVON, COLORADO, AS FOLLOWS:
1. Consent. The Town hereby consents to the Corporation's execution and delivery
of the New Mortgage Note, the New Mortgage Deed and the New Mortgage Regulatory
Agreement, substantially in the form presented to Town Council at this meeting, together with
any documents related thereto; provided the New Mortgage Loan does not exceed $10,036,200
in principal amount, does not bear interest at a rate exceeding 3.60 %, and matures on or before
December 31, 2043.
2. Issuance of Indebtedness. The indebtedness evidenced by the Agreements, with
such changes as may be approved by the Town Manager, are, in all respects, hereby approved.
Such indebtedness shall bear interest payable at the rates and times and will mature in the
amounts and on the dates set forth in the Agreements.
3. Town Action. All actions taken by the members of the Town Council and other
officials of the Town with respect to the Agreements are hereby ratified and confirmed. The
Mayor of the Town (the "Mayor ") and the Town Clerk of the Town (the "Town Clerk ") are
hereby authorized and directed to execute, deliver, acknowledge or consent to, as applicable or
required, the Agreements and to take all action necessary or reasonably required by the terms of
the Agreements to carry out, give effect to and consummate the transactions contemplated
hereby and thereby, with such variations or revisions thereto deemed necessary or appropriate by
the Town Manager, and the execution and delivery of such incidental closing certificates and
releases as the Town Manager may determine to be necessary.
4. No Indebtedness of the Town. No provision of this Resolution or of the
Agreements or any other instrument executed in connection therewith, shall be construed as
creating an obligation on the part of the Town to pay the principal of, premium, if any, or interest
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on indebtedness evidenced by the Agreements, nor as creating an indebtedness or financial
obligation on the part of the Town within the provisions or limitations of any statutory or
constitutional provision of the laws of the State of Colorado.
5. Title to Project. The Town hereby determines that it will accept title to the
Project, including any additions thereto, when the indebtedness evidenced by the Agreements is
fully paid and discharged in accordance with the Agreements.
6. Corporation's Board of Directors. The Town hereby confirms the following as
the current Board of Directors of the Corporation.
Gerald E. Flynn
Jeffrey Spanel
Larry Brooks
Michele Evans
Craig Ferraro
7. Severability. If any provision of this Resolution should be held invalid, the
invalidity of such provision shall not affect any of the other provisions of this Resolution, the
intention being that the various provisions hereof are severable.
8. Other Actions. The appropriate officers of the Town are hereby authorized to
execute and deliver for and on behalf of the Town, any or all additional certificates,
acknowledgments, documents and other papers and to carry all other acts they may deem
necessary or appropriate in order to implement and carry out the matters authorized in this
Resolution and in the Agreements.
9. Effective Date; Repealer. This Resolution shall take effect immediately upon its
passage, and all acts, orders, resolutions, or parts thereof, taken by the Town in conflict with this
Resolution are hereby repealed or modified to the extent of such conflict.
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INTRODUCED, APPROVED AND ADOPTED the 25`I' day of October 2016.
M00"N 7EA
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Attest:
By
Town Clerk
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TOWN OF AVON, COLORADO
By
ayor
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 Road, Avon, Colorado, on October
25, 2016, at 5:30 p.m.
The following members of the Town Council, constituting a quorum thereof, were
present:
Council Members:
Me y a✓A t �'r c 1r.
TtvlrL;2 F &&neker
SCdkt- Pr-%nCe
The following members of the Town Council were absent:
Council Members:
�)0 Z 1Ze y ho ld� f
The following persons were also present:
Council Membe&off 'Pr ir\CE moved that the Resolution be finally passed and adopted
and numbered 16 -32 . Council MemberMl 4n Buftk seconded the motion, and the question
being upon the final passage and adoption of the Resolution, the roll was called with the
following results:
Res. 16 -32 Approving Buffalo Ridge Reri
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Council Members Voting "Yes ":
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Tip ✓ ✓�,�n. � - �((���G -�.
COtt Py-�11ce
sor&k S" (-- �y S
6.4 WPIf
The following Council Members recused due to Conflict of Interest:
The Mayor thereupon declared the Resolution finally passed and adopted and instructed
the Town Clerk to number the same as moved.
After consideration of other business to come before the Town Council, the meeting was
adjourned.
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By 1--
Town Clerk
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TOWN OF AVON, COLORADO
By =.
Mayor
STATE OF COLORADO )
ss.
COUNTY OF EAGLE )
I, Debbie Hoppe, Town Clerk of the Town of Avon, Colorado, do hereby certify that the
attached copy of Resolution No. 16 -_3a, Series of 2016, is a true and correct copy; that said
Resolution was passed by the Town Council of the Town of Avon, Colorado, at its regular
meeting held at 400 Benchmark Road, Avon, Colorado, the regular meeting place thereof, on
October 25, 2016; that a true copy of said Resolution 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 6, inclusive, constitute a true and correct copy of the record of the
proceedings of said Town Council at its regular meeting of October 25, 2016, insofar as said
proceedings relate to said Resolution; 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 W REOF, I have hereunto set my hand and the seal of the Town of
Avon, Colorado this Zay of October, 2016.
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TOWN OF AVON, COLORADO
By "�
Debbie Hoppe, Town Cl rk