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TC Res. No. 1990-59RESOLUTION NO. 90-59 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO, APPROVING THE ISSUANCE OF $7,200,000 REVENUE BONDS, SERIES 1990B-1, $500,000 REVENUE'BONDS, SERIES 1990B-2, AND $1,284,000 REVENUE BONDS, SERIES 1990B-3 BY THE EAGLEBEND AFFORDABLE HOUSING'CORPORATION; AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN OPERATIONS AGREEMENT IN CONNECTION WITH THE EAGLEBEND AFFORDABLE HOUSING PROJECT. WHEREAS, Town of Avon, Colorado (the "Town") is a duly organized and validly existing political subdivision under the constitution and laws of the State of Colorado; and WHEREAS, EagleBend Affordable Housing Corporation (the "Corporation") has been organized under the provisions of the Colorado Nonprofit Corporation Act for the purposes of acquiring interests in real property in order to construct or install thereon certain improvements in the Town; and WHEREAS, the Corporation has issued its Revenue Bonds, Series 1990A (the "Series 1990A Bonds") to acquire or construct real and personal property, buildings and improvements, including all other work in connection therewith, to provide dwelling accommodations at rentals within the means of individuals or families.'of low or moderate income (the "Project"), as determined by the Board of Directors of the Corporation, to be known as the EagleBend Affordable Housing Project; and WHEREAS, the Series 1990A Bonds were issued pursuant to an,Indenture of Trust, dated as of October 1, 1990 (the "Indenture"), between the Corporation and Central Bank Denver, National Association (the "Trustee"), and were designated the EagleBend Affordable Housing Corporation Revenue Bonds Series 1990A-1, in the principal amount of $5,000,000, Series 1990A- 2, in the principal amount of $600,000, and Series 1990A-3, in the principal amount of $906,240; and WHEREAS, in order to assure the intended use by the Town of the Project, and to assure that responsibility for operation of the Project is vested in the Corporation, the' Town and the Corporation executed and delivered an operations Agreement, dated as of October 1, 1990 (the "Operations Agreement"), whereby the Corporation will be responsible to operate the Project, and title to the Project shall vest in the Town upon the end of the term thereof, without cost; and _ WHEREAS, the Corporation proposes to issue its revenue bond, to be designated the EagleBend Affordable Housing Corporation Revenue Bonds, Series 1990B-1, in the principal amount of $7,200,000, Series 1990B-2, in the principal amount of $500,000, and Series 1990B-3, in the principal amount of $1,284,000 (the "Series 1990B Bonds"), pursuant to a Supplemental Indenture of Trust, dated as of December 1, 1990„ between the Corporation and the Trustee (the "Supplemental Indenture"), for the purpose of providing additions (the "Additional Property") to the Project; and -2- WHEREAS, it has been proposed that an Amendment to the Operation Agreement be executed to include the Additional Property; and WHEREAS, it is proposed that the Corporation will execute a Bond Purchase Agreement (the "Bond Purchase Agreement") between the Corporation and United Bank of Denver National Association (the "Underwriter") providing for the sale of the Series 1990B-1 Bonds by the Corporation and the purchase of the Bonds by the Underwriter; and WHEREAS, proposed forms of an Amendment to the Operations Agreement and the Supplemental Indenture (including the forms of the Series 1990B Bonds contained therein) have been presented before the Town Council (the "Council") at this meeting; and WHEREAS, the Council desires at this time to authorize the execution by the Town of the Amendment to the operations Agreement in substantially the form presented at this meeting, with such revision thereto as may be approved by the Mayor of the Town prior to the execution thereof; and WHEREAS, the Council is desirous of authorizing the execution by the Corporation of the Supplemental Indenture all in substantially the form presented to this meeting, and is further desirous of authorizing the issuance of the Series 1990B Bonds by the Corporation, and approving the participation by the Corporation in such other transactions as -3- ti are contemplated thereby, all in accordance with provisions hereof and thereof. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO AS FOLLOWS: 1. Approval of Prior Action. All action heretofore taken (not inconsistent with the provisions of this Resolution) by the Council toward the creation and establishment of the Corporation and the accomplishment of the transactions herein authorized are hereby ratified, approved and confirmed. 2. Approval of Corporation. The activities and purposes of the Corporation, as specified in the articles of incorporation and bylaws thereof, are hereby approved by the Town. 3. Approval of Amendment to the Operations Agreement. The proposed Amendment to the Operations Agreement in substantially the form presented at this meeting is, in all respects, approved on behalf of the Town. The appropriate officials of the Town and the Corporation are authorized to execute, deliver and perform the Amendment to the operations Agreement in accordance with its terms. 4. Approval of Supplemental Indenture. The proposed Supplemental Indenture in substantially the form presented at this meeting is, in all respects, approved on behalf of the Town. -4- 5. Issuance of the Series 1990B Bonds. The Series 1990B Bonds and issuance thereof by the Corporation are, in all respects, hereby approved by the Town. The Series 1990B Bonds shall be issued solely as fully registered bonds without coupons in the denominations as provided in the Supplemental Indenture. The Series 1990B Bonds shall bear interest, payable at the rates and times and will mature in the amounts and on the dates set forth in the Supplemental Indenture, as finally executed. The Series 1990B Bonds shall be issued and secured as set forth in the Supplemental Indenture, and the forms, terms and provisions of the Series 1990B Bonds and the provisions for the signatures, authentication, payment, registration, transfer, exchange, redemption, and number shall be as set forth in the Supplemental Indenture in the form to be executed by the Corporation. 6. Town Action. The Mayor of the Town and the Town Clerk are hereby authorized to take all action necessary or reasonably required by the terms of the Amendment to the Operations Agreement to carry out, give effect to and consummate the transactions contemplated hereby and thereby, including the execution and delivery of the Amendment to the Operations Agreement in substantially the form presented at this meeting, with such variations or revisions thereto deemed necessary by the Mayor. Execution by the Mayor shall be -5- deemed to be final approval by the Town of all the provisions therein contained. 7. No Indebtedness of the Town. No provision of this Resolution or of the Operations Agreement, the Indenture, the Amendment to the Operations Agreement, the Supplemental Indenture, the Series 1990B Bonds 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 on the Series 1990B Bonds. No provision of this Resolution or of the Operations Agreement, the Amendment to the Operations Agreement, the Supplement Indenture, the Series 1990B Bonds or any other instrument executed in connection therewith shall be construed as creating an indebtedness or debt 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 or-any provision of the home rule carter of the Town. 8. Title to Property. The Town hereby states that it will accept title to the Additional Property financed by the Series 1990B Bonds, including any additions thereto, when the Series 1990B Bonds are discharged. 9. Severability. If the provision of this Resolution should be held-invalid, the invalidity of such provision shall not affect any of the other provisions of this Resolution. -6- 10. Other Actions by the Corporation. The appropriate officers of the Corporation and the Town, and each of them, are hereby authorized to execute and deliver for and on behalf of the Town, any or all additional certificates, documents and other papers 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 Resolution of the Corporation. 11. Immediate Effect. This Resolution shall take effect immediately upon its passage. RESOLUTION ADOPTED AND APPROVED this 18th day of TOWN OF AVON, COLORADO May r -7- Councilwoman McRory moved approval on Resolution 90-59 on first reading. The motion to adopt the foregoing Resolution was duly seconded by Council Member. -Ptach , put to a vote and carried upon the following vote: Those voting YES: Albert Reynolds Mike Bennett Gloria McRory Jim Stovall and Tom Ptach Those voting NO: None Those absent: David Garton Thereupon the Mayor declared the motion had carried Resolution duly passed and adopted. After ' on of other business to come before the Council, was adjourned. Nt 4 SEAL] E A. •TE own Clerk Mayo -8- STATE OF COLORADO ) COUNTY OF EAGLE ) ss. TOWN OF AVON ) I, Patricia Doyle, the duly appointed, qualified and acting Town Clerk of the Town of Avon, Colorado, do hereby certify that the foregoing pages regular meeting place thereof constitute a true and correct copy of the Record of Proceedings of the Town Council of Avon, Colorado, adopted at the regular meeting of the Council, continued from December- 1,1, 1990, held at the regular meeting place thereof in Avon, Colorado, on Tuesday, the 18th day of December, 1990, commencing at the hour of 3:30 p.m., as recorded in the official Record of the Proceedings of the Town kept in my office, insofar as said proceedings relate to the resolution contained therein; 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. WITNESS my hand and seal as of this 18th day of December , 1990. SEA L of Avon; Colorado oLORA -9- AG91BONDS/AVON AMENDMENT TO EAGLEBEND AFFORDABLE HOUSING PROJECT OPERATIONS AGREEMENT THIS AMENDMENT TO OPERATIONS AGREEMENT is made as of the 1st day of December 1990, by and between EAGLEBEND AFFORDABLE HOUSING CORPORATION, a Colorado nonprofit corporation (the "Corporation") and the TOWN OF AVON, COLORADO ( the , "Town") . RECITALS -A. The Town is a duly organized and validly existing political subdivision under the constitution and laws of the State of Colorado. B. The Corporation has been organized under the provisions of the Colorado Nonprofit Corporation Act for the purposes of acquiring interests in real property in order to construct or install thereon certain improvements in the Town. C. The Corporation has issued its Revenue Bonds, Series 1990A (the "Series 1990A Bonds") to acquire or construct real and personal property, buildings and improvements, including all other work in connection therewith, to provide dwelling accommodations at rentals within the means of individuals or families of low or moderate income (the "Project"), as determined by the Board of Directors of the Corporation, to be known as the EagleBend Affordable Housing Project. D. The Series 1990A Bonds were issued-pursuant to an Indenture of Trust, dated as of October 1, 1990 (the "Indenture"), between the Corporation and Central Bank Denver, National Association (the "Trustee"), and were designated the EagleBend Affordable.Housing Corporation Revenue Bonds Series- 1990A-1, in the principal amount of $5,000,000, Series 1990A- 2, in the principal amount of $600,000, and Series 1990A-3,'ih the principal amount of $906,240. E. In order to assure the intended use by the Town of the Project and the beneficial interest of the Town therein, and to assure that responsibility for operation of the Project is vested in the Corporation, the Town and-the Corporation executed and delivered an Operations Agreement, dated as of October 1, 1990 (the "Operations Agreement"), whereby the Corporation will be responsible to operate the Project, and title to the Project shall vest in the Town upon the end of the term thereof, without cost. F. The Corporation proposes to issue its revenue bonds, to be designated the EagleBend Affordable Housing Corporation Revenue Bonds, Series 1990B-1, in the principal amount of $7,200,000, Series 1990B-2, in the principal amount of $500,000, and Series 1990B-3, in the principal amount of $1,284,000 (the "Series 1990B Bonds"), pursuant to a Supplemental Indenture of Trust, dated as of December 1, 1990, between the Corporation and the Trustee (the "Supplemental Indenture"), for the purpose of providing additions (the "Additional Property") to the Project. G. It has been proposed that this Amendment to the operation Agreement be executed to include the Additional Property. AGREEMENT For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Town and the Corporation, on behalf of themselves and their respective successors and assigns, agree as follows: Section 1. Terms. As used in the operations Agreement, as hereby amended, the term "Project" shall include the Additional Property, financed with proceeds of the Series 1990B Bonds; the term "Bonds" shall include the Series 1990A Bonds and the Series 1990B Bonds; and the term "Deed of Trust" shall have the meaning provided in the Supplemental Indenture. Section 2. Right to Acquire. The property specified in Section 3 of the Operations Agreement shall for all purposes, rights and obligations of the Operations Agreement include the Additional Property. Section 3. Indenture Rights. The execution hereof by the Town shall be deemed to be the consent of the Town to the amendments to the Indenture specified in the Supplemental Indenture. Section 4. Burden on Property. This Amendment is a burden upon and runs with the property described in Exhibit A hereto and is binding upon the Corporation and upon all persons or entities with any right, title or interest to such property or any part thereof. -2- N IN WITNESS WHEREOF, the undersigned have hereunto-,set their hand this yg4-h day of December 1990. TOWN OF AvON, COLORADO EAGLEBEND AFFORDAgLL HOUSING CORPORATION President [SEAL] ATTEST Secretary STATE' OF COLORADO COUNTY OF es • The foregoing instrument was acknowledged.,before.me. this day of 1990 b - on behalf of EagleBend Affordable Housing Corporation,- a Colorado nonprofit corporation. Witness my hand and official seal. (SEAL) Notary Public my commission expires.- -3- STATE OF COLORADO } COUNTY OF OrRG,C E ®e . The foregoing instrument was acknowled ed before me this AP day of MedF 23'ek 1990 by ~a Y~ on behalf of Town of Avon, Colorado. (SEAL) BM MSIAOOAlAU Witness my hand and official seal. Notary Public My COMission expires: My Commission expires June 19,1991 -4- IN WITNESS WHEREOF, the undersigned have hereunto set their hand this day of Qo~y 1991. TOWN OF AVON, COLORADO EAGLEBEND AFFORDABLE HOUSING CORPORATION [S ] A ST Clerk STATE OF COLORADO ) ss. COUNTY OF GLZ~/(,~ ) The foregoing instrument was acknowledged before e this day of 199$ by F{¢yuhl.S~ne~t ~d n~Ynti behalf of EagleBen Affordable Housing Corporation, a Colorado nonprofit corporation. Witness my hand and official seal. (SEAL) Gam- gX'ZZ J= 1'1 Notary Publ i j5Vx q -7T- 4ZJ&-n (fO My commission expires: c~~jc~g3 -3- LOTS 2 THROUGH 12, AND TRACT A, INCLUSIVE, EAGLEBEND SUBDIVISION FILING NO. 4, ACCORDING TO THE PLAT RECORDED JULY 17, 1987 IN BOOK 466 AT PAGE 310 AND RATIFICATIONS RECORDED JULY 17, 1987 IN BOOK 466 AT PAGE 310 AND RATIFICATIONS RECORDED JULY 17, 1987 IN BOOK 466 AT PAGE 311, 312, 313, 315, 317, 318 AND 319, COUNTY OF EAGLE, STATE OF COLORADO. V ~41=NSA ti Owuirr7 2 h • 11 .Q. _ o d r I1 OlsCZ..- ~ ~ a ~r-- iNJlw ~.yG.ylG ^A di 111.0 a' a ~ - , O n r a p "JIB::... ` co r., m I a 1~ • N S N_ a '4` L I ~ S 4dOG'i0~• c m _ a a C.N = t0 w ot~ a Q o ~ a< ` tiI ~ ~i t V w ~ , ra. • .16 inAD I ` J r r) a: ,o.u ► ~ 'n r lit ~O {p 0 1 .lo a ..rte it It o y_ ~.t.iu •r Jz_ J tuI a p v V r~ ! ITV N; W i.M tj . cc XA :,t z :v A 3 i g aY~,.J C _ + . F. ~ ^ I>•io a ~ ...f Ow V: :a NuL ' Nab- a tea: IV. 8 CERTIFIED RECORD OF PROCEEDINGS OF THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO APPROVING THE ISSUANCE OF $7,200,000 REVENUE BONDS, SERIES 1990B-1, $500,000 REVENUE BONDS, SERIES 1990B-2, AND $1.284,000 REVENUE BONDS, SERIES 1990B-3 BY THE EAGLEBEND AFFORDABLE HOUSING CORPORATION STATE OF COLORADO ) COUNTY OF EAGLE ) ss. TOWN OF AVON ) The Town Council of the Town of Avon, Colorado, met in regular session continued from December 11, 1990, at the Town Hall in Avon, Colorado on Tuesday, the 18th day of December 1990, at the hour of 3:30 p.m. The following members of the Council were present: Mayor Mayor Pro Tem Council Member Council Member Council Member Council Member Council Member Allan R. Nottingham Gloria McRory Mike Bennett Jerry Davis )DAIVAAllesart-lo / Albert Reynolds, Sr. Jim Stovall The following members were absent: David Garton The following persons were also present: John Dunn, Town Attorney Rill .TaM Town mamacrer Thereupon Council Member Patricia J. Doyle, Town Clerk introduced and moved the adoption o the following Resolution, which was read by title, copies thereof having been made available to the Council and the public prior thereto: