TC Res. No. 2013-22 Approving the Issuance By Eaglebend Dowd Affordable Housing Corp.TOWN OF AVON, COLORADO
RESOLUTION NO. 13 -22
SERIES OF 2013A
RESOLUTION APPROVING THE ISSUANCE BY
EAGLEBEND DOWD AFFORDABLE HOUSING
CORPORATION OF MULTIFAMILY HOUSING PROJECT
REFUNDING REVENUE BONDS, SERIES 2013A, IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$8,450,000; APPROVING THE FORM OF A SECOND
AMENDED AND RESTATED TRUST INDENTURE; AND A
SUPPLEMENTAL INDEMNIFICATION 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 original aggregate principal amount of $9,000,000 (the
"Series 1998A Bonds "), its Multifamily Housing Project Subordinate Revenue Bonds, Series
1998B in an original aggregate principal amount of $600,000 (the "Subordinate Series 1998B
Bonds "), and its Multifamily Housing Project Subordinate Revenue Bonds, Series 1998C in an
original 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, the Town and the Corporation have previously executed and
delivered a Project Agreement dated as of July 1, 1998 (the "Project Agreement'), under the
teens of which the Corporation agrees to operate the Project for the benefit of among others
"Qualified Renters" as defined in the 1998 Indenture until all obligations and Bonds issued under
the 1998 Indenture are retired; and
WHEREAS, the Project Agreement provides that title to the Project shall vest in
the Town at such time as all obligations under the 1998 Indenture (including the Bonds as
defined therein) are discharged; and
WHEREAS, the Corporation issued its Multifamily Housing Project Refunding
Revenue Bonds, Series 2003A in the original aggregate principal amount of $9,520,000 (the
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"Series 2003A Bonds ") pursuant to an Amended and Restated Trust Indenture dated as of
October 1, 2003 (the "2003 Indenture ") with U.S. Bank National Association, as trustee, and
the used the proceeds of the Series 2003A Bonds to refund, redeem and defease the outstanding
Series 1998A Bonds; and
WHEREAS, the Corporation now desires to refund the Series 2003A Bonds and,
in order to provide funds therefor, the Corporation intends to amend and restate the 2003
Indenture by entering into a Second Amended and Restated Trust Indenture dated as of August 1,
2013 (the "2013 Indenture ") with UMB Bank, n.a., as Trustee (the "2013 Trustee "), and
intends to issue pursuant to such 2013 Indenture its Multifamily Housing Project Refunding
Revenue Bonds, Series 2013A, in an aggregate principal amount not to exceed $8,450,000 (the
"Series 2013A Bonds "); and
WHEREAS, the Series 200' ) Indenture requires the consent of the Town to the
refunding of the Series 2003A Bonds; and
WHEREAS, it is desirable to provide for indemnification of the Town by the
Corporation pursuant to a Supplemental Indemnification Agreement dated as of August 1, 2013
(the "Supplemental Indemnification Agreement'); and
WHEREAS, the proposed forms of the (i) 2013 Indenture (including the form of
the Series 2013A Bonds contained therein), and (ii) Supplemental Indemnification 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. Issuance of the Series 2013A Bonds. The Series 2013A Bonds and the
issuance thereof by the Corporation for the purpose of refunding the Series 2003A Bonds are, in
all respects, hereby approved. The Series 2013A Bonds shall be issued solely as fully registered
bonds without coupons in the denominations as provided in the 2013 Indenture. The Series
2013A Bonds shall bear interest payable at the rates and times and will mature in the amounts
and on the dates set for in the 2013 Indenture, as finally executed.
The Series 2013A Bonds shall be issued and secured as set forth in the 2013
Indenture, and the forms, terms and provisions of the Series 2013A Bonds and the provisions for
their execution, authentication, payment, registration, transfer, exchange, redemption and
number shall be as set forth in the 2013 Indenture. The 2013A Bonds shall: (a) not exceed the
aggregate principal amount of $8,450,000, (b) mature no later than September 1, 2016, (c) bear
interest at a rate not to exceed 3.10% per annum, and (d) be purchased by FirstBank.
The Town hereby designates the Series 2013A 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 2013,
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.
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2. Approval of 2013 Indenture and Supplemental Indemnification
Agreement. The forms, terms and provisions of the 2013 Indenture and the Supplemental
Indemnification Agreement be and they are hereby approved in the form of each such document
presented to the Council at this meeting with only such changes therein as are not inconsistent
herewith.
3. Town Action. The Mayor of the Town, or the Mayor pro tem in his
absence, and the Town Clerk are hereby authorized and directed to take all action necessary or
reasonably required to carry out, give effect to and consummate the transactions contemplated
hereby.
4. No Indebtedness of the Town. No provision of this Resolution or of the
Project Agreement, the 2013 Indenture, the Series 2013A 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 2013A 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. In accordance with Revenue Procedure 63 -20 of the
Internal Revenue Service and its implementation regulations, as such may be amended, the Town
hereby determines that it will accept title to the Project, including any additions thereto, when all
the obligations issued under the Indenture (including the 2013A 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 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 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.
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�pW�? �Fq<r OPTED AND APPROVED this 13th day of August, 2013.
E �] TOWN OF AVON, COLORADO
EA L.
By: -,y
ebi06MD6 Mayor
Attest:
-�
C
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The motion to adopt the foregoing Resolution was duly seconded by Council
Member Fancher, put to a vote and carried upon the following vote:
Those voting YES: Mayor Rich Carroll
Mayor Pro Tern Todd Goulding
Councilor Dave Dantas
Councilor Jennie Fancher
Councilor Albert "Buz" Reynolds
Councilor Jake Wolf
Those voting NO:
Those absent: Councilor Chris Evans abstained due to conflict of interest
Thereupon the Mayor declared the motion had carried and the Resolution duly
opted. After consideration of other business to come before the Council, the
[SEAL]
A U.
�OLOR.A�O
Attest.
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Mayor
5
$8,450,000
EAGLEBEND DOWD AFFORDABLE HOUSING CORPORATION
MULTIFAMILY HOUSING PROJECT REFUNDING REVENUE BONDS
SERIES 2013ASERIES 2013A -1 (TAXABLE) AND SERIES 2013A- 2(TAX- EXEMPT)
TOWN OF AVON, COLORADO
GENERAL AND NO- LITIGATION CERTIFICATE
This General and No- Litigation Certificate is delivered by the Town of Avon, Colorado
(the "Town ") in connection with the issuance by EagleBend Dowd Affordable Housing
Corporation, a Colorado non - profit corporation (the "Corporation ") of its $131,252.52
Multifamily Housing Project Refunding Revenue Bonds, Series 2013A -1 (Taxable) and its
$8,318,747.48 Multifamily Housing Project Refunding Revenue Bonds, Series 2013A -2 (Tax -
Exempt) (collectively, the "Bonds "), pursuant to a Trust Indenture dated as of July 1, 1998
( "1998 Indenture "), as amended and supplemented by an Amended and Restated Trust
Indenture dated as of October 1, 2003 (the "2003 Indenture ") by and between the Corporation
and U.S. Bank National Association, as Trustee (the "2003 Trustee ") and as amended and
supplemented by a Second Amended and Restated Trust Indenture (the "2013 Indenture" and
together with the 1998 Indenture and the 2003 Indenture, the "Indenture ") by and between the
Corporation and UMB Bank n.a., as successor to the 2003 Trustee (the "Trustee "). The
proceeds of the Bonds together with other funds, will be used to refund the $9,520,000
EagleBend Dowd Affordable Housing Corporation Multifamily Housing Project Refunding
Revenue Bonds, Series 2003A (the "Series 2003A Bonds ") previously issued by the Corporation
to refund the $9,000,000 Multifamily Housing Project Revenue Bonds, Series 1998A (the
"Series 1998A Bonds "), the proceeds of which were used by the Corporation to partially fund
the acquisition and construction of a 50 -unit multifamily rental housing project (the "Project ")
known as the Kayak Crossing Project, located in Eagle County, Colorado.
All initially- capitalized terms used in this Certificate and not otherwise defined herein
shall have the meanings given such terms in the Indenture.
WE, THE UNDERSIGNED OFFICIALS OF THE TOWN, HEREBY CERTIFY THAT:
1. The Town is a political subdivision of the State of Colorado with full power and
authority to carry out the transactions contemplated by the Resolution (as defined below) to be
carried out by it and has taken all proceedings and obtained all approvals required in connection
therewith by applicable law.
2. Attached as Exhibit A hereto is a true, correct and complete copy of a Resolution,
as amended by oral motion of the Town Council, finally approved by the Town Council on
August 13, 2013 (the "Resolution "), approving the issuance of the Bonds by the Corporation.
Said Resolution was duly adopted by a majority of the members of the Town Council of the
Town at a duly noticed regular public meeting of the Town Council, the convening of such
meeting and the adoption of such Resolution being in accordance with all requirements of law,
the Home Rule Charter of the Town and procedural rules of the Town Council. Such Resolution
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has not been repealed, amended or modified since its adoption and is in full force and effect on
the date hereof. Attached hereto as Exhibit B is a true, correct and complete copy of the minutes
of the August 13, 2013 meeting of the Town Council.
3. In accordance with the terms of the Project Agreement dated as of July, 1998,
between the Town and the Corporation, the Town has approved and consented to the amendment
and modification of the 1998 Indenture and the 2003 Indenture as provided in the Indenture.
4. The Town has designated the 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 2013, 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.
5. To the best of the knowledge of the undersigned officers, there is no action, suit,
proceeding or investigation at law or in equity, before or by any court or any federal, state or
local governmental authority or agency, pending or, to the knowledge of the Town, threatened
against the Town (a) wherein an unfavorable decision, finding or ruling would contest or
adversely affect the Corporation, the Project or the existence or powers of the Town or its
governing body or officials, or (b) to contest, restrain or enjoin the issuance or sale of the Bonds,
or the adoption of the Resolution approving the Bonds.
6. The Corporation has no taxing power. The Corporation does not receive any
support from any Town fund, and the Town expects the Corporation to continue operating as a
business on a self - supporting basis and without reliance on grants or subsidies from the Town,
the State of Colorado or other local governments, whether in the form of cash, services,
construction, repair or maintenance of Corporation assets, or any other thing of value.
[Signature page follows.]
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IN WITNESS WHEREOF, we hereunto set our respective signatures as such officials of
the Town and have affixed the seal of the Town as of the 13 day of August, 2013.
r�� TOWN OF AVON, COLORADO
_ By:
Op Mayor
�COL��P
Attest:
By: 2
erk
[Signature Page to Town General and No Litigation Certificate]
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EXHIBIT A
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EXHIBIT B
MINUTES OF AUGUST 13, 2013 TOWN COUNCIL MEETING
it
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