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TC Res. No. 2003-40TOWN OF AVON, COLORADO RESOLUTION NO. 0340 SERIES OF 2003 RESOLUTION APPROVING THE ISSUANCE BY EAGLEBEND DOWD AFFORDABLE HOUSING CORPORATION OF MULTIFAMILY HOUSING PROJECT REFUNDING REVENUE BONDS, SERIES 2003, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $9,800,000; AUTHORIZING AN AGREEMENT RELATED TO INDEMNIFICATION AND ANY OTHER NECESSARY AMENDMENTS TO A PROJECT AGREEMENT; AND AUTHORIZING INCIDENTAL ACTION. WHEREAS, EagleBend Dowd Affordable Housing Corporation (the "Corporation") has been duly organized under the provisions of Colorado law governing nonprofit corporations, for the purpose of acquiring interests in real property and to construct, install and operate certain improvements in or near the Town of Avon (the "Town"); and WHEREAS, the Corporation has previously entered into a Trust Indenture dated as of July 1, 1998 (the "1998 Indenture") and has issued its Multifamily Housing Project Revenue Bonds, Series 1998A in an aggregate principal amount of $9,500,000 (the "Series 1998A Bonds"), its Multifamily Housing Project Subordinate Revenue Bonds, Series 1998B in an aggregate principal amount of $600,000 (the "Subordinate Series 1998B Bonds"), and its Multifamily Housing Project Subordinate Revenue Bonds, Series 1998C in an aggregate principal amount of $1,000,000 (the "Subordinate Series 1998C Bonds" and, together with the Series 1998A Bonds and the Subordinate Series 1998B Bonds, the "Series 1998 Bonds") to acquire and construct real and personal property, buildings and improvements, to provide dwelling accommodations at rentals within the means of individuals or families of low or moderate income (the "Project"), known as "Kayak Crossing" on a site of approximately 4.73 acres in unincorporated Eagle County, Colorado, near the Town; and WHEREAS, in order to assure that responsibility for operation of the Project is vested in the Corporation, the Town and the Corporation have previously executed and delivered a Project Agreement dated as of July 1, 1998 (the "Project Agreement"), under the terms of which the Corporation is responsible to operate the Project, and title to the Project shall vest in the Town upon the end of the term of the Project Agreement; and WHEREAS, the Corporation now desires to provide for a partial refinancing of the Project and refunding of the Series 1998A Bonds and, in order to provide funds therefor, the Corporation intends to amend and restate the 1998 Indenture by entering into an Amended and Restated Trust Indenture dated as of October 1, 2003 (the "2003 Indenture) with U.S. Bank National Association, as Trustee, and intends to issue pursuant to such 2003 Indenture its Multifamily Housing Project Refunding Revenue Bonds, Series 2003A, in an aggregate principal amount not to exceed $9,800,000 (collectively, the "Series 2003 Bonds"); and WHEREAS, a proposed form of the 2003 Indenture (including the forms of the Series 2003 Bonds contained therein) has 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. Approval of Modifications to and Amendment of 1998 Indenture. In accordance with the terms of the Project Agreement, the Town hereby approves and consents to the amendment and modification of the 1998 Indenture as provided in the 2003 Indenture. 2. Issuance of the Series 2003 Bonds. The Series 2003 Bonds and the issuance thereof by the Corporation for the purpose of refinancing a portion of the Project by refunding the Series 1998A Bonds are, in all respects, hereby approved. The Series 2003 Bonds shall be issued solely as fully registered bonds without coupons in the denominations as provided in the 2003 Indenture. The Series 2003 Bonds shall bear interest payable at the rates and, times and will mature in the amounts and on the dates set forth in the 2003 Indenture, as finally executed. The Series 2003 Bonds shall be issued and secured as set forth in the 2003 Indenture, and the forms, terms and provisions of the Series 2003 Bonds and the provisions for their execution, authentication, payment, registration, transfer, exchange, redemption and number shall be as set forth in the 2003 Indenture. The Town hereby designates the Series 2003 Bonds as "qualified tax-exempt obligations" pursuant to Section 265(b) (3) of the Internal Revenue Code of 1986, as amended, and represents that the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds) which will be issued by the Town during the calendar year 2003, including obligations issued by subordinate entities of the Town and by entities issuing obligations on behalf of the Town, does not exceed $10,000,000. 3. Approval of Agreement Regarding Indemnification and AU Necessary Amendments to Project Agreement. The Town hereby approves: (i) an amendment to the Project Agreement or such other agreement satisfactory to the Town and its counsel, for the purposes of providing that the Corporation will protect, defend, hold harmless and indemnify the Town for any losses, liabilities or damages, settlements, penalties, interest and expense which may be suffered or incurred by the Town in connection with its approval of the 2003 Indenture and issuance by the Corporation of the 2003 Bonds; and (ii) any amendment to the Project Agreement deemed necessary by the Town's counsel in connection with the issuance of the Series 2003 Bonds. 4. Town Action. The Mayor of the Town and the Town Clerk are hereby authorized and directed to execute and deliver such documents, including any agreement relating to indemnification or any amendment to the Project Agreement to the extent approved above, and to take all action necessary or reasonably required to carry out, give effect to and consummate the transactions contemplated hereby and thereby. 5. No Indebtedness of the Town. No provision of this Resolution or of the Project Agreement, the 2003 Indenture, the Series 2003 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 2003 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. 6. Title to Proiect. The Town hereby determines that it will accept title to the Project, including any additions thereto, when all the Bonds (as defined in the 2003 Indenture) are fully paid and, discharged. 7. 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. 8. Other Actions. The appropriate officers of the Town 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. 9. Effective Date, Repealer. 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 14th day of October, 2003. [SEAL] IEA. Attest: i~ TOWN OF AVON, COLORADO B LoA~- Mayor The motion to adopt the foregoing Resolution was duly seconded by Council Member McDevitt, put to a vote and carried upon the following vote: Those voting YES: Michael Brown Debbie Buckley Mac McDevitt Brian Sipes Peter Buckley Ron Wolfe Those voting NO: Not Applicable Those absent: Not Applicable 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 w4, ourned. S S 1 r d Mayor C To Cl CERTIFIED RECORD OF PROCEEDINGS OF THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO APPROVING THE ISSUANCE OF MULTIFAMILY HOUSING PROJECT REFUNDING REVENUE BONDS, SERIES 2003 BY THE EAGLEBEND DOWD 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 14th day of October, 2003, at the hour of 5:30 p.m. The following members of the Council were present: Mayor Buz Reynolds Mayor Pro Tem Mac McDevitt Councilor Michael Brown Councilor Debbie Buckley Councilor Brian Sipes Councilor Peter Buckley Councilor Ron Wolfe The following members were absent: Not Applicable The following persons were also present: Town Manager Larry Brooks Town Attorney John Dunn Town Clerk Patty Bierle-McKenny Assistant Town Manager Jacquie Halburnt Thereupon, Mayor Buz Reynolds introduced the Resolution and Councilor Wolfe 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: C O L O R A D O TomcfAM P.O. Bmc975 4WBffXT wkRm Aran, ComdDMW 97WIMn O -ce of the Town Manager To: Honorable Mayor and Town Council Fr. Lary Brooks, Town Manager Dt: October 9, 2003 Re: Refunding Revenue Bonds for Kayak Crossing In 1998 the Town of Avon sponsored conduit debt for the affordable housing project known as Kayak Crossing. This debt does not create a financial obligation of the Town, but rather the sponsorship of this issue allows the Housing Corporation preferred financial consideration in the market. The attached funding resolution will allow the Housing Corporation to issue project refunding revenue bonds to replace the 1998 issue referenced above. -This refunding issue is requested on the same conduit basis as the 1998 issue and allows the Housing Corporation the opportunity to take advantage of current market conditions for the benefit of the project. The Town's bond council on this issue is Calvin Hanson, who will be at the meeting to answer any of the council's questions. We also anticipate that the applicant's council from the firm Hogan and Hartson will be present to explain their position. Pending the final approval from Calvin Hanson regarding the Amended and Restated Trust Indenture, it is recommended that the Town approve the refunding resolution.