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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 ,f 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 2 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 3 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 4 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 5 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 6 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: