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TC Res. No. 2014-26 Approving the Issuance by Eaglebend Dowd Affordable HousingCERTIFIED RECORD OF PROCEEDINGS OF THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO APPROVING THE ISSUANCE BY EAGLEBEND DOWD AFFORDABLE HOUSING CORPORATION OF ITS MULTIFAMILY HOUSING PROJECT REFUNDING REVENUE BONDS, SERIES 2015A DEN 98525800x6 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, 2014, at the hour of 5:30 p.m. The Mayor and the following members of the Council were present: Mayor Council Council Council Council Council Council The following members were absent: The following persons were also present: Thereupon, introduced the Resolution and Councilor 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: I�]�J�I b�'�T I�I�I►ly TOWN OF AVON, COLORADO RESOLUTION NO. 14 -26 SERIES OF 2014 RESOLUTION APPROVING THE ISSUANCE BY EAGLEBEND DOWD AFFORDABLE HOUSING CORPORATION OF MULTIFAMILY HOUSING PROJECT REFUNDING REVENUE BONDS, SERIES 2015A, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $8,850,000; APPROVING THE FORM OF A THIRD AMENDED AND RESTATED TRUST INDENTURE; 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 terms 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 1 DEN 98525800v6 "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 used the proceeds of the Series 2003A Bonds to refund, redeem and defease the outstanding Series 1998A Bonds; and WHEREAS, the Corporation issued its Multifamily Housing Project Refunding Revenue Bonds, Series 2013A ( "Series 2013A Bonds ") pursuant to a Second Amended and Restated Trust Indenture dated as of August 1, 2013 (the "2013 Indenture ") with UMB Bank, n.a. ( "Trustee ") and used the proceeds to refund, redeem and defease the outstanding Series 2003A Bonds, and to pay the costs of issuance thereof; and WHEREAS, the Corporation now desires to refund the Series 2013A Bonds and, in order to provide funds therefor, the Corporation intends to amend and restate the 2013 Indenture by entering into a Third Amended and Restated Trust Indenture (the "2015 Indenture ") with the Trustee, and intends to issue pursuant to such 2015 Indenture its Multifamily Housing Project Refunding Revenue Bonds, Series 2015A, in an aggregate principal amount not to exceed $8,850,000 (the "Series 2015A Bonds "); and WHEREAS, the Series 2013 Indenture requires the consent of the Town to the refunding of the Series 2013A Bonds; and WHEREAS, the Corporation has indemnified the Town pursuant to a Supplemental Indemnification Agreement dated as of August 1, 2013 (the "Supplemental Indemnification Agreement'); and WHEREAS, the proposed form of the 2015 Indenture (including the forms of the Series 2015A 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. Issuance of the Series 2015A Bonds. The Series 2015A Bonds and the issuance thereof by the Corporation for the purpose of refunding the Series 2013A Bonds are, in all respects, hereby approved. The Series 2015A Bonds shall be issued solely as fully registered bonds without coupons in the denominations as provided in the 2015 Indenture. The Series 2015A Bonds shall bear interest payable at the rates and times and will mature in the amounts and on the dates set forth in the 2015 Indenture, as finally executed. The Series 2015A Bonds shall be issued and secured as set forth in the 2015 Indenture, and the form, terms and provisions of the Series 2015A Bonds and the provisions for their execution, authentication, payment, registration, transfer, exchange, redemption and number shall be as set forth in the 2015 Indenture. The Series 2015 Bonds shall (a) not exceed the aggregate principal amount of $8,850,000, (b) mature no later than February 1, 2025, (c) bear interest at a per annum interest rate not to exceed 3.70% per annum, and (d) be purchased by FirstBank. 2 DEN 98525800v6 The Town hereby designates the Series 2015A 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 2015, 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. 2. Approval of 2015 Indenture. The form, terms and provisions of the 2015 Indenture be and they are hereby approved in the form of 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 2015 Indenture, the Series 2015A Bonds, the Supplemental Indemnification Agreement 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 2015A 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 2015A 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. 3 DEN 98525800v6 �A OF A� ©rli DOPTED AND APPROVED this 14"N ay of October, 2014. EAL] TOWN OF AVON, COLORADO EAL By: Mayor Attest: Town Clerk DEN 98525800v6 The motion to adopt the foregoing Resolution was duly seconded by Council Member , put to a vote and carried upon the following vote: Those voting YES: Those voting NO: Those absent: 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] OF S Ei A E : Mayor Att t: C0LORA�O Town Clerk Wi DEN 98525800v6