AURA RESOLUTION® AVON URBAN RENEWAL AUTHORITY
RESOLUTION NO.
RESOLUTION OF THE BOARD OF COMMISSIONERS OF
THE AVON URBAN RENEWAL AUTHORITY
AUTHORIZING, APPROVING AND DIRECTING THE
ISSUANCE, SALE AND DELIVERY BY THE AUTHORITY OF
TAX INCREMENT ADJUSTABLE RATE REVENUE BONDS
(TOWN CENTER WEST AREA URBAN RENEWAL
PROJECT) SERIES 2008, IN THE ORIGINAL AGGREGATE
PRINCIPAL AMOUNT OF NOT TO EXCEED $25,000,000,
FOR THE PURPOSE OF FINANCING THE ACQUISITION,
CONSTRUCTION AND EQUIPPING OF AN URBAN
RENEWAL PROJECT.
WHEREAS, the Avon Urban Renewal Authority (the "Authority") is a public
body corporate and politic, and has been duly created, organized, established and authorized by
the Town of Avon, Colorado (the "Town") to transact business and exercise its powers as an
urban renewal authority, all under and pursuant to the Colorado Urban Renewal Law,
constituting part 1 of article 25 of title 31, Colorado Revised Statutes, as amended (the "Act");
and
® WHEREAS, pursuant to Section 31-25-109 of the Act, the Authority has the
power and authority to issue "bonds" (defined by the Act to mean and include bonds, interim
certificates or receipts, temporary bonds, certificates of indebtedness, debentures or other
obligations, including refunding obligations) to finance the activities or operations permitted and
authorized to be undertaken by the Authority under the Act; and
WHEREAS, the Authority is authorized to issue bonds without an election; and
WHEREAS, an urban renewal plan, known as the "Town Center West Area
Urban Renewal Plan" (the "Urban Renewal Plan"), was duly and regularly approved by the
Town Council of the Town for an urban renewal project under the Act (the "Urban Renewal
Project"); and
WHEREAS, all applicable requirements of the Act and other provisions of law
for and precedent to the adoption and approval by the Town of the Urban Renewal Plan have
been duly complied with; and
WHEREAS, the Authority has determined that it is in the best interests of the
Authority that, for the purpose of paying a portion of the costs of the Urban Renewal Project, the
Authority issue its Tax Increment Adjustable Rate Revenue Bonds (Town Center West Area
Urban Renewal Project) Series 2008 (the "Series 2008 Bonds") in the aggregate principal
amount of not to exceed $25,000,000; and
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® WHEREAS, the Series 2008 Bonds will be issued under and pursuant to the
Indenture of Trust dated as of February 15, 2008 (the "Indenture") between the Authority and
UMB Bank, n.a.., Denver, Colorado, as trustee (the "Trustee"); and
WHEREAS, in order to provide security for the repayment of the Bonds, the
Authority will enter into a Letter of Credit Reimbursement Agreement dated February 15, 2008
(the "Reimbursement Agreement") with DEPFA BANK plc, acting through its New York
Branch, (the "Bank") pursuant to which the Bank will issue and deliver to the Trustee an
irrevocable direct pay letter of credit (the "Letter of Credit"); and
WHEREAS, the Series 2008 Bonds shall be sold and delivered by the Authority
to Stifel, Nicolaus & Company, Incorporated (the "Original Purchaser"), in order to provide
funds to finance the costs of the Urban Renewal Project to fund certain funds and accounts in
connection therewith and to pay certain incidental costs incurred in connection with the issuance
of the Series 2008 Bonds; and
WHEREAS, it is necessary that the Town and the Authority enter into an
Amended and Restated Cooperation Agreement (the "2008 Cooperation Agreement") with
respect to the provision of administrative services and the making of loans by the Town to the
Authority, which 2008 Cooperation Agreement amends and restates that certain cooperation
agreement between the Town and the Authority dated as of August 28, 2007; and
® WHEREAS, Section 11-57-204 of the Supplemental Public Securities Act,
constituting Title 11, Article 57, Part 2, Colorado Revised Statutes (the "Supplemental Act"),
provides that a public entity, including the Authority, may elect in an act of issuance to apply all
or any of the provisions of the Supplemental Act; and
WHEREAS, there are on file with the Board of Commissioners of the Authority
(the "Board"): (a) the proposed form of the Indenture; (b) the proposed form of the Bond
Purchase Agreement (the "Bond Purchase Agreement") between the Authority and the Original
Purchaser; (c) the proposed form of the Remarketing Agreement (the "Remarketing Agreement")
between the Authority and Stifel, Nicolaus & Company, Incorporated, as the Remarketing
Agent; (d) the proposed form of the Reimbursement Agreement among the Authority, the Town
and the Bank; (e) the proposed form of the 2008 Cooperation Agreement between the Authority
and the Town; and (f) the Official Statement (the "Official Statement"), prepared for distribution
to the purchasers of the Series 2008 Bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
COMMISSIONERS OF THE AVON URBAN RENEWAL AUTHORITY, COLORADO,
THAT:
Section 1. All actions (not inconsistent with the provisions of this resolution)
heretofore taken by the Board and the officers of the Authority directed toward financing the
Urban Renewal Project and the issuance and sale of the Series 2008 Bonds hereby are ratified,
approved and confirmed.
® Section 2. To provide funds to finance the costs of the Urban Renewal
Project, to fund certain funds and accounts in connection therewith and to pay certain incidental
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costs incurred in connection with the issuance of the Series 2008 Bonds, there are hereby
authorized and created an issue of revenue bonds of the Authority designated as its "Tax
Increment Adjustable Rate Revenue Bonds (Town Center West Area Urban Renewal Project)
Series 2008" in the aggregate original principal amount of not to exceed $25,000,000, in
accordance with the provisions of the Indenture. The Series 2008 Bonds shall be dated, shall
bear interest and shall mature as provided in the Indenture and the Sale Certificate, as hereinafter
defined.
The Series 2008 Bonds shall be sold by the Authority to the Original Purchaser in
a negotiated private sale at the purchase price set forth in the Bond Purchase Agreement.
Section 3. The forms, terms and provisions of the Indenture, the Remarketing
Agreement, the Bond Purchase Agreement, the Reimbursement Agreement, and the 2008
Cooperation Agreement (collectively, the "Documents") hereby are authorized and approved,
and the Authority shall enter into the Documents in the respective forms as are on file with the
Board, but with such changes therein as shall be consistent with this Resolution and as the
Chairman of the Board or the Executive Director of the Authority shall approve, the execution
thereof being deemed conclusive approval of any such changes. The Chairman of the Board is
hereby authorized and directed to execute and deliver the Indenture, the Reimbursement
Agreement and the 2008 Cooperation Agreement, for and on behalf of the Authority. The
Executive Director is hereby authorized and directed to affix the seal of the Authority to, and to
attest those Documents requiring the attestation of the Executive Director.
is Section 4. The furnishing of the information in the Official Statement for the
Series 2008 Bonds and the use of the Official Statement by the Original Purchaser in connection
with the offering of the Series 2008 Bonds to the public is hereby approved. The Chairman of
the Board is hereby authorized to execute and deliver to the Original Purchaser the Official
Statement. The execution of the Official Statement by the Chairman of the Board shall be
conclusive evidence of the approval by the Authority of such document in accordance with the
terms hereof.
Section 5. The form, terms and provisions of the Series 2008 Bonds, in the
form contained in the Indenture and upon the terms to be set forth in the Sale Certificate, are
hereby approved, with such changes therein as are approved by the Chairman of the Board; and
the manual or facsimile signature of the Chairman of the Board is hereby authorized and directed
to be placed on the Series 2008 Bonds, the seal of the Authority, or a facsimile thereof, is hereby
authorized and directed to be affixed to the Series 2008 Bonds, and the Executive Director of the
Board is hereby authorized and directed to attest the Series 2008 Bonds, in accordance with the
Indenture.
Section 6. The officers of the Authority shall take all action which they deem
necessary or reasonably required in conformity with the Act to issue the Series 2008 Bonds,
including the paying of incidental issuance expenses, which are hereby authorized to be paid, and
the Authority Representative (as defined in the Indenture) is authorized and directed to execute
all requisitions to pay issuance expenses, and for carrying out, giving effect to and
0 consummating the transactions contemplated by this Resolution, the Documents and the Official
Statement, including, without limitation, the execution and delivery of any necessary or
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® appropriate closing documents to be delivered in connection with the issuance, sale and delivery
of the Series 2008 Bonds and the issuance of the Letter of Credit.
Section 7. The Board hereby delegates to the Executive Director of the
Authority the authority to accept and sign the Remarketing Agreement, the Bond Purchase
Agreement and the Sale Certificate. Further, the Board hereby elects to apply all of the
Supplemental Act to the Series 2008 Bonds and in connection therewith delegates to the
Executive Director the authority to independently make any determination delegable pursuant to
Section 11-57-205(1)(a-1), Colorado Revised Statutes, in relation to the Series 2008 Bonds, and
to execute a sale certificate (the "Sale Certificate") setting forth such determinations, subject to
the following parameters and restrictions: (a) the aggregate principal amount of the Series 2008
Bonds shall not exceed $25,000,000; (b) the Series 2008 Bonds shall mature no later than
December 1, 2032, and (c) the purchase price of the Series 2008 Bonds shall not be less than
99% of the original principal amount on the Series 2008 Bonds. Such delegation is effective for
60 days from the date hereof. Further, the Executive Director is hereby appointed the Authority
Representative under the Indenture.
Section 8. The Series 2008 Bonds, together with interest payable thereon, are
special obligations of the Authority payable solely as provided in the Indenture. The principal
of, premium, if any, and interest on the Series 2008 Bonds shall not constitute an indebtedness of
the Town or the State of Colorado or any political subdivision thereof, and neither the Town, the
State of Colorado nor any political subdivision thereof shall be liable thereon, nor in any event
® shall the principal of, premium, if any, and interest on the Series 2008 Bonds be payable out of
funds or properties other than the Trust Estate, as such term is defined in the Indenture. Neither
the Commissioners of the Authority nor any persons executing the Series 2008 Bonds shall be
liable personally on the Series 2008 Bonds.
Section 9. After the Series 2008 Bonds are issued, this Resolution shall be
and remain irrepealable, and may not be amended except in accordance with the Indenture, until
the Series 2008 Bonds and the interest thereon shall have been fully paid, canceled and
discharged in accordance with the Indenture.
Section 10. If any section, paragraph, clause or provision of this Resolution
shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of
such section, paragraph, clause or provision shall not affect any of the remaining provisions of
this Resolution.
Section 11. All bylaws, orders and resolutions, or parts thereof, inconsistent
herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be
construed as reviving any bylaw, order or resolution or part thereof.
Section 12. This Resolution shall be in full force and effect immediately upon
its passage and approval.
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PASSED, ADOPTED AND APPROVED this February 12, 2008.
AVON URBAN RENEWAL AUTHORITY
(SEAL)
Chairman of the Board of Commissioners
Attest:
Executive Director
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APPROVED AS TO LEGAL FORM:
Attorney for the Avon Urban Renewal Authority
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® STATE OF COLORADO )
COUNTY OF EAGLE )
SS.
AVON URBAN )
RENEWAL AUTHORITY )
I, the Executive Director of the Avon Urban Renewal Authority (the "Authority"),
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 Commissioners of the Authority (the "Board")
at a regular meeting held on February 12, 2008.
2. The Resolution was duly moved and seconded and the Resolution was
adopted at the meeting of February 12, 2008, by an affirmative vote of a majority of the
members of the Board as follows:
0 Richard Carroll
Name
"Yes"
"No"
Absent
Abstain
Ronald C. Wolfe
Brian Sipes
David Dantas
Kristi Ferraro
Amy Phillips
Tamra Nottingham Underwood
3. The members of the Board were present at such meetings 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 Authority seal, attested by the Executive Director of 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.
6. Notice of the meeting of February 12, 2008, in the form attached hereto as
Exhibit A was posted in at the following locations at least 24 hours prior to the meeting in
accordance with law and a resolution of the Authority: (1) Avon Municipal Complex, 400
Benchmark Road; (2) Avon Recreation Center, 325 Benchmark Road; (3) Alpine Bank, 10 W.
Beaver Creek Boulevard; and (4) Avon Public Library, 200 Benchmark Road.
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0 WITNESS my hand and the seal of said Authority affixed this 12`h day of
February, 2008.
(SEAL)
Executive Director
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EXHIBIT A
(Form of Notice of Meeting)
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A-1