TC Res. No. 1994-46BD37281.A(PF)
TOWN OF AVON, COLORADO
RESOLUTION NO. 94-46
A RESOLUTION OF THE TOWN COUNCIL OF THE
TOWN OF AVON, COLORADO, APPROVING THE
ISSUANCE OF MULTIFAMILY HOUSING PROJECT
REVENUE BONDS, SERIES C-1, IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $5,215,000,
THE ISSUANCE OF MULTIFAMILY HOUSING
PROJECT SUBORDINATE REVENUE BONDS,
SERIES C-2, IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $695,000, AND THE
ISSUANCE OF MULTIFAMILY HOUSING PROJECT
SUBORDINATE REVENUE BONDS, SERIES C-3, IN
AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $425,000 BY THE EAGLEBEND
AFFORDABLE HOUSING CORPORATION;
AUTHORIZING THE EXECUTION AND DELIVERY
OF AN AMENDED OPERATIONS AGREEMENT IN
CONNECTION WITH THE EAGLEBEND
AFFORDABLE HOUSING PROJECT; AND
AUTHORIZING INCIDENTAL ACTIONS.
WHEREAS, EagleBend Affordable Housing Corporation (the
"Corporation") has been duly organized under the provisions of the Colorado Nonprofit
Corporation Act, Articles 20 through 29 of Title 7, Colorado Revised Statutes, as
amended, for the purposes of acquiring interests in real property in order to construct or
install thereon certain improvements in the Town of Avon (the "Town"); and
WHEREAS, the Corporation has issued its Revenue Bonds, Series 1990A
in the aggregate principal amount of $6,506,240 (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 "Initial Project"), to be
known as the EagleBend Affordable Housing Project; and
WHEREAS, the Corporation has also issued its Revenue Bonds, Series
1990B in the aggregate principal amount of $8,984,000 (the "Series 1990B Bonds") for
the purpose of providing additions to the Initial Project (the "Phase H Project"); and
WHEREAS, the Series 1990A Bonds were issued pursuant to an Indenture
of Trust dated as of October 1, 1990 (the "Original Indenture"), between the Corporation
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and Central Bank Denver, National Association ("Central Bank"), as Trustee, and the
Series 1990B Bonds were issued pursuant to a Supplemental Indenture of Trust dated as
of December 1, 1990, between the Corporation and Central Bank; and
WHEREAS, the Original Indenture was further supplemented and amended
by the Second Supplemental Indenture of Trust dated as of December 1, 1991, between
the Corporation and Central Bank; and
WHEREAS, the Corporation has directed the removal of Central Bank as
trustee and Central Bank has assigned certain rights to Colorado National Bank, as
trustee (the "Trustee"); and
WHEREAS, the Original Indenture was further supplemented and amended
by the Third Supplemental Indenture of Trust dated as of November 1, 1992, between
the Corporation and the Trustee; and
WHEREAS, in order to assure the intended use by the Town of the Initial
Project and the Phase II Project, and to assure that responsibility for operation of the
Initial Project and the Phase II Project is vested in the Corporation, the Town and the
Corporation executed and delivered an Operations Agreement dated as of October 1,
1990 and an Amendment to Operations Agreement dated as of December 1, 1990
(collectively, the "Operations Agreement"), whereby the Corporation is responsible to
operate the Initial Project and the Phase II Project, and title to the Initial Project and the
Phase II Project shall, without cost to the Town, vest in the Town upon the end of the
term of the Operations Agreement; and
WHEREAS, the Corporation has proposed to acquire and construct an
additional 54-unit multifamily residential rental apartment project (the "Phase III
Project") to be constructed within the Town in connection with the Initial Project and the
Phase II Project (the Initial Project, the Phase II Project and the Phase III Project are
collectively referred to herein as the "Project"); and
WHEREAS, to provide the funds needed for the acquisition and
construction of the Phase III Project, the Corporation intends to enter into a Fourth
Supplemental Indenture of Trust dated as of December 1, 1994 (the "Fourth
Supplemental Indenture") and to issue its Multifamily Housing Project Revenue Bonds,
Series C-1, in an aggregate principal amount not to exceed $5,215,000, its Multifamily
Housing Project Subordinate Revenue Bonds, Series C-21 in an aggregate principal
amount not to exceed $695,000, and its Multifamily Housing Project Subordinate
Revenue Bonds, Series C-3, in an aggregate principal amount not to exceed $425,000
(collectively, the "Series C Bonds" and the Series 1990A Bonds, Series 1990B Bonds and
Series C Bonds shall herein be collectively referred to as the "Bonds"); and
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WHEREAS, it has been proposed that a Second Amendment to the
Operations Agreement be executed to include the Phase III Project; and
WHEREAS, proposed forms of the Fourth Supplemental Indenture
(including the forms of the Series C Bonds contained therein) and the Second Amendment
to the Operations Agreement have been presented before the Town Council (the
"Council") at this meeting.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL
OF THE TOWN OF AVON, COLORADO AS FOLLOWS:
1. Annrov4 of Second Amendment to the Ooerations Agreement. The
proposed Second Amendment to the Operations Agreement in substantially the form
presented at this meeting is, in all respects, hereby approved.
2. Issuance of the Series C Bonds. The Series C Bonds and the
issuance thereof by the Corporation are, in all respects, hereby approved; provided
however, that not more than $3,845,612 of Series C Bonds shall be issued before January,
1, 1995. The Series C Bonds shall be issued solely as fully registered bonds without
coupons in the denominations as provided in the Fourth Supplemental Indenture. The
Series C Bonds shall bear interest payable at the rates and times and will mature in the
amounts and on the dates set forth in the Fourth Supplemental .Indenture, as finally
executed.
The Series C Bonds shall be issued and secured as set forth in the Fourth
Supplemental Indenture, and the forms, terms and provisions of the Series C Bonds and
the provisions for their execution, authentication, payment, registration, transfer,
exchange, redemption and number shall be as set forth in the Third Supplemental
Indenture.
3. Town Action. The Mayor of the Town and the Town Clerk are
hereby authorized and directed to execute and deliver such documents and to take all
action necessary or reasonably required by the terms of the Second 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 Second
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 deemed to be final approval by the Town of all the
provisions therein contained.
4. No Indebtedness of the Town. No provision of this Resolution or
of the Operations Agreement, the Second Amendment to the Operations Agreement, the
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Original Indenture as heretofore supplemented and amended, the Fourth Supplemental
Indenture, the Series C 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 C Bonds, 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 or any provision
of the home rule charter of the Town.
5. Title to Project. The Town hereby states that it will accept title to
the Project, including any additions thereto, when all the Bonds are fully paid and
discharged.
6. 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.
7. Other Actions. The appropriate officers of the Town and the
Corporation, 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 and
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 in any resolution of the
Corporation.
8. Effective Date: R er. 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.
ADOPTED AND APPROVED this 22nd day of November, 1994.
[SEAL]
TOWN OF AVON, COLORADO
By:
Mayor
Attest:
Town Clerk
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The motion to adopt the foregoing Resolution was duly seconded by
Council Member Yoder, put to a vote and carried upon the following vote:
Those voting YES: Richard Carries
John Hazard
Tom Hines
Judy Yoder
Those voting NO: None
Those absent: Celeste Nottingham
Jack Fawcett
Thereupon the Mayor declared the motion had carried and the Resolution
duly passed and adopted. After consideration of other business to come before the
Council, the meeting was adjourned.
[SEAL]
Mayor tl
Attest:
Town Clerk
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STATE OF COLORADO )
COUNTY OF EAGLE ) ss.
TOWN OF AVON )
I, Patty Neyhart, the duly appointed, qualified and acting Town Clerk of
the Town of Avon, Colorado, do hereby certify that the foregoing pages numbered 1
through 6, inclusive, constitute a true and correct copy of the Record of Proceedings of
the Town Council of Avon, Colorado, adopted at a regular meeting of the Council held
at the regular meeting place thereof in Avon, Colorado, on Tuesday, the 22nd day of
November, 1994, commencing at the hour of 7:30 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 2^~-day o , 1994.
[SEAL]
" Town Clerk
Town of Av , Colorado
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CERTIFIED RECORD OF PROCEEDINGS
OF THE TOWN COUNCIL
OF THE TOWN OF AVON. COLORADO
APPROVING THE ISSUANCE OF
MULTIFAMILY HOUSING PROJECT REVENUE BONDS. SERIES C-1.
MULTIFAMILY HOUSING PROJECT
SUBORDINATE REVENUE BONDS. SERIES C-2
AID.
MULTIFAMILY HOUSING PROJECT
SUBORDINATE REVENUE BONDS. SERIES C-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
at the Town Hall in Avon, Colorado on Tuesday, the 22nd day of November 1994, at
the hour of 7:30 p.m.
The following members of the Council were present:
Mayor
Albert Reynolds
Council Member
Richard Cames
Council Member
John Hazard
Council Member
Tom Hines
Council Member
Judy Yoder
The following members were absent:
Mayor Pro Tem Celeste Nottingham
Council Member Jack Fawcett
The following persons were also present:
John Dunn, Town Attorney
Bill James, Town Manager
Patty Neyhart, Town Clerk
Thereupon Council Member Hines introduced and moved the adoption of the
following Resolution, which was read by title, copies thereof having been made available
to the Council and the public prior thereto: