TC Res. No. 2008-06 Concerning the avon urban renewal authority and its tax increment adjustable rate revenue bondsTOWN OF AVON, COLORADO
RESOLUTION NO. 08-06
SERIES OF 2006
A RESOLUTION CONCERNING THE AVON URBAN
RENEWAL AUTHORITY AND ITS TAX INCREMENT
ADJUSTABLE RATE REVENUE BONDS (TOWN CENTER
WEST AREA URBAN RENEWAL . PROJECT), SERIES
2008; AUTHORIZING AND DIRECTING ACTIONS BY
THE . TOWN MANAGER WITH RESPECT TO THE
PREPARATION OF REQUESTS TO THE TOWN
COUNCIL FOR APPROPRIATION OF FUNDS FOR THE
REPLENISHMENT OF CERTAIN FUNDS PERTAINING
THERETO; AUTHORIZING THE 2008 COOPERATION
AGREEMENT AND REIMBURSEMENT AGREEMENT;
AND OTHER ACTIONS TAKEN BY THE TOWN IN
CONNECTION THEREWITH.
WHEREAS, the Town Council (the "Town Council") of the Town of Avon,
Colorado (the "Town"), by Resolution No. 07-20, adopted June 26, 2007, created the Avon
Urban Renewal Authority of the Town ("Authority"); and
WHEREAS, pursuant. to Resolution No. 07-027, adopted on August 14, 2007, the
Town approved the Town Center West Area Urban Renewal Plan (the "Plan") pursuant to the
Colorado Urban Renewal Law; and
WHEREAS, pursuant to anIndenture of Trust dated.as of February 15, 2008 (the
"Indenture"), the Authority is issuing its Tax Increment Adjustable Rate Revenue Bonds, Series
2008; in the original aggregate principal amount of not to exceed $25,000,000 (the "2008
Bonds") for the purpose of financing the acquisition; construction and equipping of the project
described in the Indenture and the Plan (the "Project"); and
WHEREAS, pursuant to an Amended and Restated Cooperation Agreement (the
"2008 Cooperation Agreement") dated as of February 12, 2008, between the Town and the
Authority, the Town will agree, subject to conditions specified in the 2008 Cooperation
Agreement, to loan funds to the' Authority for the Project, which 2008 Cooperation Agreement
amends and restates that certain cooperation agreement between the Town and the Authority
dated as of August 28, 2007 (the "Original Cooperation Agreement"); and
WHEREAS, there will be. created under the Indenture a reserve fund (the "Bond
Reserve Fund") which will be funded initially in the amount of the Bond Reserve Requirement
(as , defined in the Indenture) on the 2008 Bonds, and is required to be maintained at such amount
to be used as a reserve against deficiencies in the payment of principal of or interest on the 2008
Bonds and any obligations secured on a parity with the 2008 Bonds and in certain other
payments; and
WHEREAS, the Indenture contemplates that if, at any time, the Bond Reserve
Fund is not funded at the Bond Reserve Requirement, the Trustee shall notify the Town Manager
of any deficiency and the Town Manager shall request that the Town Council advance sufficient
funds pursuant to the 2008 Cooperation Agreement to restore the Bond Reserve Fund to the
Bond Reserve Requirement immediately thereafter; and
WHEREAS, the Town Council wishes to make a non-binding statement of its
present intent with respect to the appropriation of funds for the replenishment of the Bond.
Reserve Fund, and to authorize and direct the Town Manager to take certain actions for the
purpose of causing requests for such appropriations to be presented to the Town Council for
consideration; and
WHEREAS, the 2008 Bonds will be supported by an irrevocable, transferable
direct pay letter of credit (the "Letter of Credit") issued by DEPFA BANK plc, acting through its
New York Branch (the "Bank") pursuant to a Reimbursement Agreement dated as of February
15, 2008, among the Authority, the Town and the Bank, as it may be supplemented and amended
from time to time (the "Reimbursement Agreement"); and
WHEREAS, forms of, the 2008 Cooperation Agreement and Reimbursement
Agreement are on file with the Town Clerk.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF AVON, COLORADO:
Section 1. Appropriations to Replenish Bond Reserve Fund. The Town
Manager. shall, upon notice from the, Trustee that the Bond Reserve Fund is not funded at the
Bond Reserve Requirement, prepare and submit to the Town Council a request for an
appropriation of a sufficient amount to replenish the Bond Reserve Fund to the Bond Reserve
Requirement. It is the present intention and expectation of the Town Council to appropriate such
funds as requested, within the limits of available funds and revenues, but this declaration of
intent shall not be binding upon the Town Council or any future Town Council in any future
fiscal year. The Town Council may determine in its sole discretion, but shall never be required,
to make the appropriations so requested. All sums appropriated by the Town Council for such
purpose shall be deposited by the Authority in the Bond Reserve Fund. Nothing provided in this
Section 1 shall create or constitute a debt, liability or multiple fiscal year financial obligation of
the Town.
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Section 2. Repayment of Amounts Appropriated. In the event that the Town
Council appropriates funds as contemplated by Section 1 hereof, any amounts actually advanced
shall be treated as an obligation under the 2008 Cooperation Agreement and shall be repaid by
the Authority, with interest thereon as provided in the 2008 Cooperation Agreement, but shall be
payable from and secured solely by the Pledged Revenues of the Authority, as provided in the
2008 Cooperation Agreement, on a basis expressly subordinate and junior to that of the 2008
Bonds and.any obligations secured under the Indenture, including, without limitation, Bank
Bonds (as defined in the Indenture), Reimbursement Obligations (as defined in the Indenture)
and all other obligations owed to the Bank under the Reimbursement Agreement.
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Section 3. Limitation to 2008 Bonds arid., Other Obligations 066
Secured by Indenture. Unless otherwise expressly provided by. a' subsequent resolution of the
Town Council; the provisions of this Resolution shall apply only to the Bond Reserve Fund
originally established in connection with the 2008 Bonds and any obligations secured on a parity
with the 2008 Bonds, and shall not apply to any other additional obligations issued under the
Indenture.
Section 4.. Termination of Original Cooperation Agreement. The Town
hereby terminates the Original Cooperation Agreement effective upon the issuance of the 2008
Bonds and hereby approves the form of the 2008 Cooperation Agreement as described in Section
5 .,below.
Section 5. Approval and Authorization of the 2008 Cooperation Agreement
and Reimbursement Agreement. The forms of the 2008 Cooperation Agreement and
Reimbursement Agreement-are hereby approved. The Town shall enter into and perform its
obligations under the 2008 Cooperation Agreement and Reimbursement Agreement, in the form
of such documents as are on file with the Town Clerk, with only such changes therein as are not
inconsistent herewith. The Town Manager is hereby authorized and directed to execute the 2008
Cooperation Agreement and Reimbursement Agreement on behalf of the Town, and the Town
Clerk is hereby authorized to attest to the 2008 Cooperation Agreement and Reimbursement
Agreement.
Section 6. General Repealer. All prior resolutions, or parts thereof,
inconsistent herewith are. hereby repealed to the extent of such inconsistency.
Section 7. Effectiveness. This Resolution. shall take effect immediately upon
its passage.
RESOLVED AND PASSED.this February 12, 2008.
TOWN OF AVON, COLORADO
Mayor
ATTEST:
, -U
To rk
- 7!3
APPROVED AS.TO LEGAL FORM:
Town Attorney
STATE OF COLORADO )
COUNTY OF EAGLE ) SS.
TOWN OF AVON )
I, Patty McKenny, the Town Clerk of the Town of Avon, Colorado, do hereby
certify that:
1. The foregoing pages are a true and correct copy of a resolution (the
"Resolution") passed and adopted by the Town Council (the "Council") at a regular meeting held
on February 12, 2008.
2. The Resolution, was duly moved and seconded and the Resolution was
adopted at the meeting of February 12, 2008, by an affirmative vote of a majority of. the
members, of the Council as follows: .
Name
"Yes".
"No"
Absent
Ronald C. Wolfe
Brian Sipes
Richard Carroll
✓
David Dantas.
Kristi Ferraro
✓
Amy Phillips
V
Tama Nottingham Underwood
3. The members of the Council were. present at such meetings and voted on
the passage of such Resolution as set forth above.
4. The Resolution was approved and authenticated by the signature of the
Mayor of the Town, sealed with the Town seal, attested by the Town Clerk and recorded in the
minutes of the Council.
5. There are no bylaws, rules or regulations of the Council which might
prohibit the adoption of said Resolution.
6. Notice of the meeting of February 12, 2008, in the form attached hereto as
Exhibit A, was posted at the Avon Municipal Complex, 400 Benchmark Road, in the Town, not
less than twenty-four (24) hours prior to the meeting'in accordance with law.
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WITNESS my hand and the seal of the Town affixed this February 12, 2008.
: acc
.G Town
p~ ~ J
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Exhibit A
(Form of Notice of Meeting)
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Memo
To: Honorable Mayor and Town Council
Thru: Larry Brooks, Town Manager
From Scott Wright, Asst. Town Manager - Finance
Daze: February 6, 2008
Re: Replenishment Resolution No. 08-06
Summary:
The Town Council will have one action -item regarding the bond issuance. The Council
• will consider taking action on a resolution (the "Replenishment Resolution"). This
resolution, if approved, authorizes the Town entering into: (i) the Amended and Restated
Cooperation Agreement between the Town and the Authority, and (ii) authorizes the
Town executing and delivering the Reimbursement Agreement between the Town, the
Authority and DEPFA Bank, who is providing the letter of credit for the Bonds. This
Replenishment Resolution also expresses the Town's non-binding intent to replenish the
bond reserve fund if the Authority ever needs to use the reserve fund to pay for the
bonds.
Financial Implications:
The Town's obligations under the Replenishment Resolution are subject to annual
appropriation and would only be necessary in the event of a draw-down against the bond
reserve fund.
Recommendation:
Recommend approval of Resolution No. 08-06.
Town Manager Comments:
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Attachments:
A - Resolution No. 08-06
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