TC Ord. No. 2000-07 First amendment to a prior lease purchase and sublease agreement and an official statementORDINANCE NO. 00- 07
SERIES OF 2000
AN ORDINANCE AUTHORIZING THE EXECUTION AND
DELIVERY BY THE TOWN OF A FIRST AMENDMENT TO A
PRIOR LEASE PURCHASE AND SUBLEASE AGREEMENT
AND AN OFFICIAL STATEMENT; APPROVING THE
ASSIGNMENT OF THE TOWN'S INTEREST IN A CONTRACT
TO PURCHASE REAL PROPERTY; RATIFYING ACTION
PREVIOUSLY TAKEN CONCERNING THE REFERENCED
TRANSACTIONS; AND PROVIDING OTHER MATTERS
RELATING THERETO.
WHEREAS, the Town of Avon, Eagle County, Colorado (the "Town ") is a duly
organized and existing home rule municipality of the State of Colorado, created and operating
pursuant to Article XX of the Constitution of the State of Colorado and the home rule charter of the
Town (the "Charter "); and
WHEREAS, pursuant to Chapter XIV of the Charter, the Town is authorized to enter
into one or more leases or lease - purchase agreements for land, buildings, equipment and other
property for governmental or proprietary purposes; and
WHEREAS, the Town Council of the Town (the "Town Council ") has determined,
and hereby deems, it is in the best interests of the Town and its inhabitants that the Town assign its
rights in a real property purchase contract dated as of March 5, 2000 (the "Condominium Purchase
Contract ") concerning the purchase of 11 condominium units in the Sherwood Meadows
Condominiums (the "2000 Project ") to the Town of Avon Finance Authority (the "Lessor "), and that
the Town then lease the 2000 Project from the Lessor pursuant to a Lease Purchase and Sublease
Agreement dated as of July 1, 1998, as amended by the First Amendment to Lease Purchase and
Sublease Agreement dated as of August 1, 2000 (as so amended, the "Lease ") both by and between
the Town and the Lessor; and
WHEREAS, the obligation of the Town to pay Base Rentals and Additional Rentals
(both as defined in the Lease) shall be from year to year only; shall constitute currently budgeted
expenditures of the Town; 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 Town within the meaning of any constitutional, statutory or Charter
limitation or requirement concerning the creation of indebtedness or multiple fiscal year financial
obligations, nor a mandatory payment obligation of the Town in any ensuing fiscal year beyond any
fiscal year during which the Lease shall be in effect; and
WHEREAS, the Lessor and The Bank of Cherry Creek, N.A., as Trustee (the
"Trustee "), will enter into a First Supplement to Mortgage and Indenture of Trust dated as of August
1, 2000 (the "First Supplement ") which supplements the previously executed Mortgage and
Indenture of Trust dated as of July 1, 1998 (as so supplemented, the "Indenture "), pursuant to which
there will be issued Certificates of Participation, Series 2000, in the approximate aggregate principal
amount of $2,410,000 (the "Certificates "); and
WHEREAS, the Certificates shall evidence assignments ofproportionate undivided
interests in the rights to receive certain Revenues (as defined in the Lease), shall be payable solely
from the sources therein provided, and shall not constitute a general obligation or other indebtedness
or multiple fiscal year financial obligation of the Town within the meaning of any constitutional,
statutory or Charter limitation or requirement concerning the creation of indebtedness or multiple
fiscal year financial obligations, nor a mandatory payment obligation of the Town in any ensuing
fiscal year beyond the current fiscal year; and
WHEREAS, neither the Lease nor the issuance of the Certificates shall directly or
indirectly obligate the Town to make any payments beyond those appropriated for any fiscal year
during which the Lease shall be in effect; and
WHEREAS, there have been presented to the Town Council at this meeting: (i) the
proposed form of the First Amendment, (ii) the proposed form of the Continuing Disclosure
Certificate (the "Continuing Disclosure Certificate ") to be provided by the Town; (iii) the proposed
form of the assignment of the Condominium Purchase Contract; (iv) the proposed form of the
Preliminary Official Statement (the "Preliminary Official Statement ") relating to the Certificates;
and (v) the proposed form of the Letter of Representations with the Depository Trust Company (the
"Letter of Representations "); and
WHEREAS, no member of the Town Council has any conflict of interest or is
interested in any pecuniary manner in the transactions contemplated by this ordinance;
BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF AVON,
COLORADO:
Section 1. Short Title. This Ordinance shall be known and may be cited by the
short title "2000 Affordable Housing Financing Ordinance."
Section 2. Ratification and Approval of Prior Actions. All action heretofore
taken (not inconsistent with the provisions of this ordinance) by the Town Council or the officers
or agents of the Town Council or the Town relating to the Condominium Purchase Contract, the
2000 Property and the Lease, including the First Amendment, is hereby ratified, approved and
confirmed. The designation of the Preliminary Official Statement by the Town's Finance Director
as a "nearly final Official Statement" for purposes of Rule 15c2 -12 of the U.S. Securities and
Exchange Commission is hereby ratified, approved and confirmed.
Section 3. Finding of Best Interests. The Town Council hereby finds and
determines, pursuant to the Constitution, the laws of the State of Colorado and the Charter, that the
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assignment of the Town's rights under the Condominium Purchase Contract and the acquisition,
construction, equipping and leasing of the 2000 Project under the terms and provisions set forth in
the Lease and the Indenture is necessary, convenient and in furtherance ofthe Town's purposes and
is in the best interests of the inhabitants of the Town, and the Town Council hereby authorizes and
approves the same.
Section 4. Approval of First Amendment. The First Amendment, in substantially
the form presented to this meeting of the Town Council, is in all respects approved, authorized and
confirmed, and the Mayor of the Town is hereby authorized and directed for and on behalf of the
Town to execute and deliver the First Amendment in substantially the form and with substantially
the same content as presented to this meeting of the Town Council.
Section 5. Approval of Official Statement. A final Official Statement, in
substantially the form of the Preliminary Official Statement presented to this meeting of the Town
Council, is in all respects approved and authorized. The Mayor is hereby authorized and directed
for and on behalf of the Town to execute and deliver the final Official Statement in substantially the
form and with substantially the same content as the Preliminary Official Statement presented to this
meeting of the Town Council, with such changes as may be approved by the Finance Director. The
distribution by Hanifen, Imhoff Division of Stifel, Nicolaus Co., Inc. (the "Purchaser ") of the
Preliminary Official Statement and the final Official Statement to all interested persons in
connection with the sale of the Certificates is hereby ratified, approved and authorized.
Section 6. Authorization to Execute Collateral Documents. The Town Clerk is
hereby authorized and directed to attest all signatures and acts of any official of the Town in
connection with the matters authorized by this ordinance. The Mayor and Town Clerk and other
appropriate officials or employees of the Town are hereby authorized to execute and deliver for and
on behalf of the Town any and all additional certificates, documents, instruments and other papers,
and to perform all other acts that they deem necessary or appropriate, in order to implement and
carry out the transactions and other matters authorized by this ordinance, including but not limited
to the execution of the Letter of Representations, the Continuing Disclosure Certificate and such
other certificates and affidavits as may be reasonably required by the Purchaser. The appropriate
officers of the Town are authorized to execute on behalf of the Town agreements concerning the
deposit and investment of funds in connection with the transactions contemplated by this ordinance.
The execution of any instrument by the aforementioned officers or members of the Town Council
shall be conclusive evidence of the approval by the Town of such instrument in accordance with the
terms hereof and thereof.
Section 7. No General Obligation Debt. No provision of this ordinance, the
Lease, the Indenture, the Preliminary Official Statement, the final Official Statement or the
Certificates shall be construed as creating or constituting a general obligation or other indebtedness
or multiple fiscal year financial obligation of the Town within the meaning of any constitutional,
statutory or Charter provision, nor a mandatory charge or requirement against the Town in any
ensuing fiscal year beyond the then current fiscal year. The Town shall not have any obligation to
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make any payment with respect to the Certificates except in connection with the payment of the Base
Rentals (as defined in the Lease) and certain other payments under the Lease, which payments may
be terminated by the Town in accordance with the provisions of the Lease. Neither the Lease nor
the Certificates shall constitute a mandatory charge or requirement of the Town in any ensuing fiscal
year beyond the then current fiscal year, or constitute or give rise to a general obligation or other
indebtedness or multiple fiscal year financial obligation of the Town within the meaning of any
constitutional, statutory or Charter debt limitation and shall not constitute a multiple fiscal year
direct or indirect Town debt or other financial obligation whatsoever. No provision of the Lease or
the Certificates 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 Town within the meaning of Sections 1
or 2 of Article XI of the Colorado Constitution. Neither the Lease nor the Certificates shall directly
or indirectly obligate the Town to make any payments beyond those budgeted and appropriated for
the Town's then current fiscal year.
Section 8. Reasonableness of Rentals. The Town Council hereby determines and
declares that the Base Rentals do not exceed a reasonable amount so as to place the Town under an
economic compulsion to renew the Lease or to exercise its option to purchase the 2000 Project
pursuant to the Lease. The Town Council hereby determines and declares that the period during
which the Town has an option to purchase the 2000 Project (i.e., the entire maximum term of the
Lease) does not exceed the useful life of the 2000 Project.
Section 9. Re ep aler. All bylaws, orders, resolutions and ordinances of the Town,
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, resolution or ordinance
of the Town, or part thereof, heretofore repealed.
Section 10. Severability. If any section, subsection, paragraph, clause or other
provision of this ordinance 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 ordinance, the intent being that the same are severable.
Section 11. Effective Date, Recording and Authentication. This ordinance shall
be in full force and effect seven days after public notice following final passage. This ordinance
shall be numbered and recorded in the official records of the Town kept for that purpose, and shall
be authenticated by the signatures of the Mayor or Mayor Pro -Tem and Town Clerk, and published
in accordance with law.
SI
INTRODUCED, APPROVED ON FIRST READING, AND ORDERED
PUBLISHED BY POSTING IN ACCORDANCE WITH THE CHARTER, June 27, 2000, and a
public hearing on this ordinance shall be held at the regular meeting of the Town Council of the
Town of Avon, Colorado on July 11, 2000, at 5:30 p.m. in the Municipal Building of the Town of
Avon, Colorado.
i i,
INTRODUCED, FINALLY PASSED, ADOPTED AND APPROVED, on July 11,
2000.
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yor
STATE OF COLORADO )
COUNTY OF EAGLE ) ss.
TOWN OF AVON )
I, the duly elected, qualified and acting Town Clerk of the Town of Avon, Colorado
(the "Town ") do hereby certify:
1. That the foregoing pages are a true, correct, and complete copy of an
ordinance approved on first reading by the Town Council (the "Council ") of the Town at a regular
meeting of the Council held at the Municipal Building of the Town on June 27, 2000 and finally
passed and adopted at the regular meeting of the Council held at the Municipal Building of the Town
on July 11, 2000.
2. The Ordinance has been signed by the Mayor, sealed with the corporate seal
of the Town, attested by me as Town Clerk, and duly numbered and recorded in the official records
of the Town; and that the same remains of record in the official records of the Town.
3. The passage of the Ordinance on first reading was duly moved and seconded
and the Ordinance was approved by a vote of s to 0 of the members of the Council as
follows:
Those Voting Yes: Jim Benson
Michael Brown
Debbie Buckley
Mac McDevitt
Buz Reynolds
Those Voting No:
Those Abstaining:
Those Absent: Rick Cuny
4. The Ordinance was duly moved and seconded and the Ordinance was finally
passed at the meeting of July 11, 2000, by an affirmative vote of a majority of the members of the
Council as follows:
Fol
Those Voting Yes: Jim Benson
Michael HY
Debh— i2 -R 13 2
Rick Cunv
Those Voting No:
Those Abstaining:
Those Absent:
5. The members of the Council were present at each of the meetings and voted
on the passage of such Ordinance as set forth above.
6. There are no bylaws, rules or regulations of the Board which might prohibit
the adoption of said Ordinance.
7. That on June _Z�2000, and July 7, 2000 the full text of the ordinance was
posted at the office of the Town Clerk and in three public places in the Town in accordance with
Section 6.7 of the Charter.
8. Notice of the meetings of June 27, 2000 and July 11, 2000 in the forms
attached hereto as Exhibit A was posted at the Town Hall not less than 24 hours prior to each
meeting in accordance with law.
IN WITNESS WHEREOF, I have here set my hand and affixed the seal of said
Town this 17 day of July , 2000.
(SEAL)
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Town Clerk
EXHIBIT A
(Attach Notices of Meetings)
H: \CLIENT \DW ISOR \001024042 \ordinv2.wpd
6/20/00 4:19 pm -g-
** *REVISED * **
TOWN OF AVON
REGULAR COUNCIL MEETING AGENDA
June 27, 2000 — 5:30 PM
1. Call.to Order / Roll Call
2. Citizen Input
a.) Salute to the USA Update
b.) Wildridge Safety (Peggy Pieters /Charlie Sherman)
c.) Real Estate Transfer Tax Appeal, 2481 Buffalo Head, Wildridge (Whitney Grundtisch)
d.) Real Estate Transfer Tax Appeal, 0288 West Beaver Creek Blvd. (Westlund Investments)
3. Ordinances
a.) First Reading of Ordinance No. 00 -07, Series of 2000, An Ordinance Authorizing the
Execution and Delivery by the Town of a First Amendment to a Prior Lease Purchase and
Sublease Agreement and an Official Statement; Approving the Assignment of the Town's
Interest in a Contract to Purchase Real Property; Ratifying Action Previously Taken
Concerning the Referenced Transactions; and Providing Other Matters Relating Thereto
4. Resolutions
a.) Resolution No. 00 -31, Series of 2000, A Resolution Endorsing the Vassar Meadows Land
Exchange Between the White River National Forest and Town of Avon, Eagle County,
Colorado
5. Unfinished Business
6. New Business
7. Town Manager Report
8. Town Attorney Report
9. Mayor Report
10. Other Business
11. Consent Agenda
a.) Approval of the June 13, 2000 Council Meeting Minutes
b.) Financial Matters
c.) Approval of Audit by Van Schooneveld & Co.
d.) Contract with Quickbeam Systems, Inc.
e.) Contract with Ourston for Roundabout Design
f.) Resolution No. 00 -32, Series of 2000, A Resolution Approving Amended Condominium
Map of Unit E -203, Second Supplement to Condominium Map for Canyon Run and Unit
I -201 (Garages A & B), Sixth Supplement to Condominium Map for Canyon Run, Lot 4,
Nottingham Station, PUD Amendment No. 3, Town of Avon, Eagle County, Colorado
12. Adjournment
TOWN OF AVON
REGULAR COUNCIL MEETING AGENDA
July 11, 2000 — 5:30 PM
1. Call to Order / Roll Call
2. Citizen Input
a.) Mayor Protem Election
b.) Real Estate Transfer Tax Appeal, 0288 West Beaver Creek Blvd. (Westlund Investments)
c.) Real Estate Transfer Tax Appeal, 2481 Buffalo Head, Wildridge (Whitney Grundtisch)
d.) Eagle River Water and Sanitation District (Rick Sackbauer)
e.) Sunridge Phase II (Rick Barnes)
3. Ordinances
a.) Second Reading of Ordinance No. 00 -07, Series of 2000, An Ordinance Authorizing the
Execution and Delivery by the Town of a First Amendment to a Prior Lease Purchase and
Sublease Agreement and an Official Statement; Approving the Assignment of the Town's
Interest in a Contract to Purchase Real Property; Ratifying Action Previously Taken
Concerning the Referenced Transactions; and Providing Other Matters Relating Thereto
PUBLIC HEARING
b.) First Reading of Ordinance No. 00 -08, Series of 2000, An Ordinance Amending Chapter
15.40 of the Avon Municipal Code Relating to Solid Fuel Burning Devices
4. Resolutions
5. Unfinished Business
6. New Business
7. Town Manager Report
8. Town Attorney Report
9. Mayor Report
10. Other Business
11. Consent Agenda
a.) Approval of the June 27, 2000 Council Meeting Minutes
b.) Basketball Court Design Proposal
c.) Resolution No. 00 -33, Series of 2000, A Resolution Approving and Fixing the Particular
Location of a Portion of the West Avon Bike and Pedestrian Trail
12. Adjournment
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 11th DAY OF JULY, 2000,
AT THE TOWN OF AVON MUNICIPAL BUILDING FOR THE PURPOSE OF
CONSIDERING THE ADOPTION OF ORDINANCE NO. 00 -07, SERIES OF 2000:
An Ordinance Authorizing the Execution and Delivery by the Town of a First Amendment to a
Prior Lease Purchase and Sublease Agreement and an Official Statement; Approving the
Assignment of the Town's Interest in a Contract to Purchase Real Property; Ratifying Action
Previously Taken Concerning the Referenced Transactions; and Providing Other Matters
Relating Thereto
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 28th day of June, 2000.
I:
AVON,COLORADO
Clerk
POSTED AT THE FOLLOWING PUBLIC PLACES WITHIN THE TOWN OF AVON ON
JUNE 30, 2000:
AVON MUNICIPAL BUILDING IN THE MAIN LOBBY
AVON BEAVER CREEK TRANSIT BUS STOP AT AVON CENTER
AVON RECREATION CENTER
CITY MARKET IN THE MAIN LOBBY