TC Res. No. 2013-16 Approving the execution and delivery of Buffalo Ridge Affordable Housing Corp of a mortgage loanRESOLUTION NO. 13 -16
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RESOLUTION APPROVING THE EXECUTION AND DELIVERY BY
BUFFALO RIDGE AFFORDABLE HOUSING CORPORATION OF A
MORTGAGE LOAN AND SUBORDINATE NOTES; AUTHORIZING
CERTAIN AMENDMENTS; AND AUTHORIZING INCIDENTAL ACTION.
WITNESSETH:
WHEREAS, Buffalo Ridge Affordable Housing Corporation (the "Corporation ") has
been duly organized under the provisions of the Colorado Revised Nonprofit Corporation Act,
Articles 121 through 137 of Title 7, Colorado Revised Statutes, as amended, for the purpose of
acquiring interests in real property and to construct, install and operate certain improvements in
the Town of Avon, Colorado (the "Town "); and
WHEREAS, the Corporation acquired real and personal property and constructed
improvements to provide dwelling accommodations at rentals within the means of individuals or
families of low or moderate income (the "Project "), known as the Buffalo Ridge I Apartments;
and
WHEREAS, in order to finance the Project, the Corporation entered into a Trust
Indenture dated as of May 1, 2002 (as amended on March 8, 2011, the "Indenture") with Wells
Fargo Bank, N.A., formerly known as Wells Fargo Bank West, National Association, as Trustee
under the Indenture (the "Trustee ") and issued its Multifamily Housing Project Revenue Bonds
(GNMA Mortgage - Backed Securities Program — Buffalo Ridge I Apartments Project), Series
2002, in an aggregate principal amount of $10,315,000 (collectively, the "Bonds "); and
WHEREAS, the Town and the Corporation executed and delivered a Project Agreement
dated as of May 1, 2002, and amended on March 8, 2011 (the "Project Agreement "), under the
terms of which the Corporation is responsible for operating the Project, and, subject to certain
conditions, title to the Project shall vest in the Town upon the end of the term of the Project
Agreement; and
WHEREAS, in order to provide funds for the Project, AMI Capital, Inc. (the "Original
Lender ") originated a mortgage loan to the Corporation insured by the FHA (the "Original
Mortgage Loan "), which loan is currently held by Midland Holdings; and
WHEREAS, in order to evidence its obligations under the Original Mortgage Loan, the
Corporation executed and delivered to the Lender a promissory note in the amount of
$10,315,400 (the "Original Mortgage Note ") and in order to secure its obligations under the
Original Mortgage Note the Corporation executed and delivered to the Lender a deed of trust on
the Project (the "Original Mortgage ") for the benefit of the Lender, and
WHEREAS, the Bonds have been redeemed in full; and
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WHEREAS, the Corporation desires to (a) enter into a new mortgage loan (the "New
Mortgage Loan ") with CBRE HMF, Inc. (the "New Lender ") in order to refinance the Original
Mortgage Loan and to pay off certain existing obligations of the Corporation previously
approved by the Town; (b) enter into two subordinate cash flow notes (the "Subordinate Notes ")
to pay off certain existing obligations of the Corporation approved by the Town (the
"Subordinate Notes "); (c) amend and restate the Project Agreement; and (d) terminate the
Indenture; and
WHEREAS, proposed forms of the Note (the "New Mortgage Note), the Multifamily
Deed of Trust Assignment of Leases and Rents and Security Agreement (the "New Mortgage
Deed ") and the U.S. Department of Housing and Urban Development Regulatory Agreement for
Multifamily Housing Projects (the "New Mortgage Regulatory Agreement ") relating to New
Mortgage Loan (collectively, together with any other documents executed in connection
therewith, the "New Mortgage Loan Documents "); Subordinate Notes; Amended and Restated
Project Agreement; and Termination of Indenture (collectively, the "Agreements ") have been
presented before the Town Council at this meeting;
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN
OF AVON, COLORADO, AS FOLLOWS:
1. Consent. The Town hereby consents to the Corporation's execution and delivery
of the Termination of Indenture, the New Mortgage Note, the New Mortgage Deed and the New
Mortgage Regulatory Agreement, substantially in the form presented to Town Council at this
meeting, together with any documents related thereto; provided the New Mortgage Loan does
not exceed $10,100,000 in principal amount, does not bear interest at a rate exceeding 3.5 %, and
matures on or before December 31, 2043. Furthermore the Town consents to the execution of
the Subordinate Notes amending and restating certain pre - existing indebtedness of the
Corporation, provided such Subordinate Notes do not exceed $850,000 in principal amount, do
not bear interest at a rate exceeding 7.5% and mature on or before December 31, 2043.
2. Approval. The Town hereby approves the terms of the Amended and Restated
Project Agreement in the form presented to Town Council at this meeting subject to such
changes as approved by the Town Manager.
3. Issuance of Indebtedness. The indebtedness evidenced by the Agreements, with
such changes as may be approved by the Town Manager, are, in all respects, hereby approved.
Such indebtedness shall bear interest payable at the rates and times and will mature in the
amounts and on the dates set forth in the Agreements.
4. Town Action. All actions taken by the members of the Town Council and other
officials of the Town with respect to the Agreements are hereby ratified and confirmed. The
Mayor of the Town (the "Mayor ") and the Town Clerk of the Town (the "Town Clerk ") are
hereby authorized and directed to execute, deliver, acknowledge or consent to, as applicable, the
Agreements and to take all action necessary or reasonably required by the terms of the
Agreements to carry out, give effect to and consummate the transactions contemplated hereby
and thereby, with such variations or revisions thereto deemed necessary or appropriate by the
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Town Manager, and the execution and delivery of such incidental closing certificates and
releases as the Town Manager may determine to be necessary.
j. No Indebtedness of the 'Town. No provision of this Resolution or of the
Agreements 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 indebtedness evidenced by the Agreements, 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.
6. Title to Project. The Town hereby determines that it will accept title to the
Project, including any additions thereto, when the indebtedness evidenced by the Agreements is
fully paid and discharged in accordance with the Agreements.
7. Corporation's Board of Directors. The Town hereby confirms the following as
the current Board of Directors of the Corporation.
Gerald E. Flynn
Jeffrey Spanel
Larry Brooks
Michele Evans
Craig Ferraro
8. 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.
9. 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,
acknowledgments, documents and other papers and to carry all other acts they may deem
necessary or appropriate in order to implement and carry out the matters authorized in this
Resolution and in the Agreements.
10. 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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Attest:
[NTRODUCED, APPROVED AND ADOPTED the 28`h day of May 2013.
D TOWN OF AVON, COLORADO
By
Rich Carroll, Mayor
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STATE OF COLORADO )
ss.
COUNTY OF EAGLE )
The Town Council of the Town of Avon, Colorado, held a regular meeting open to the
public at the Town Council Chambers at 400 Benchmark Road, Avon, Colorado, on May 28,
2013, at 5:30 p.m.
The following members of the Town Council, constituting a quorum thereof, were
present:
The following members of the Town Council were absent:
Council Members:
The following persons were also present:
Council Member moved that the Resolution be finally passed and adopted
and numbered 13 -16. Council Member seconded the motion, and the question
being upon the final passage and adoption of the Resolution, the roll was called with the
following results:
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Council Members Voting "Yes":
The following Council Members recused due to Conflict of Interest:
The Mayor thereupon declared the Resolution finally passed and adopted and instructed
the Town Clerk to number the same as moved.
of other business to come before the Town Council, the meeting was
Attest:
By 6arty�� )c
enny, To (n C� rk
r
TOWN OF AVON, COLORADO
By
Rich Carroll, Mayor
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STATE OF COLORADO )
ss.
COUNTY OF EAGLE )
I, Patty McKenny, Town Clerk of the Town of Avon, Colorado, do hereby certify that the
attached copy of Resolution No. 13 -16, Series of 2013, is a true and correct copy; that said
Resolution was passed by the Town Council of the Town of Avon, Colorado, at its regular
meeting held at 400 Benchmark Road, Avon, Colorado, the regular meeting place thereof, on
May 28, 2013; that a true copy of said Resolution has been authenticated by the signatures of the
Mayor of the Town of Avon and myself as Town Clerk thereof, sealed with the seal of the Town,
and numbered and recorded in a book kept for that purpose in my office; that the foregoing pages
1 through 6, inclusive, constitute a true and correct copy of the record of the proceedings of said
Town Council at its regular meeting of May 28, 2013, insofar as said proceedings relate to said
Resolution; 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.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the Town of
Avon, Colorado this day of , 2013.
[SEAL]
TOWN OF AVON, COLORADO
LIZ
Patty McKenny, Town Clerk
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