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TC Res. No. 2014-31 Approving The Issuance By Eaglebend Dowd Affordable Housing Corporation Of Its Multifamily Housing Project Refunding Revenue Bonds Series ACERTIFIED 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 2014A DEN 98525800v78 STATE OF COLORADO ) COUNTY OF EAGLE ) ss. TOWN OF AVON ) The Town Council of the Town of Avon, Colorado, met in special session at the Town Hall in Avon, Colorado, on Tuesday, the 18th day of November, 2014, at the hour of 5:30 p.m. The Mayor and the following members members of the Council were present: Mayor Councilof6oz– %Ce�c�o�dS Councilor re_; �. Councilor Councilor rmc '- Councilor ����r j3 S'�n r %�'� �` (�►1 Ls The following members were absent: The following persons were also present: Thereupon, &xma loci hl - introduced the Resolution and Councilor -i h If moved the adoption of the following Resolution, which was read by title, copies thereA having been made available to the Council and the public prior thereto: DEN 98525800v78 TOWN OF AVON, COLORADO RESOLUTION NO. 14-31 SERIES OF 2014A RESOLUTION APPROVING THE ISSUANCE BY EAGLEBEND DOWD AFFORDABLE HOUSING CORPORATION OF MULTIFAMILY HOUSING PROJECT REFUNDING REVENUE BONDS, SERIES 2014A, 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 "Series 2003A Bonds ") pursuant to an Amended and Restated Trust Indenture dated as of October DEN 98525800x78 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 "2014 Indenture ") with the Trustee, and intends to issue pursuant to such 2014 Indenture its Multifamily Housing Project Refunding Revenue Bonds, Series 2014A, in an aggregate principal amount not to exceed $8,850,000 (the "Series 2014A 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 2014 Indenture (including the forms of the Series 2014A Bonds contained therein), has been presented before the Town Council (the "Council") at this meeting; and WHEREAS, the Council adopted Resolution No. 14 -26 ( "Prior Resolution ") on October 14, 2014, with respect to the issuance of bonds to refund the Series 2013A Bonds, which it now desires to repeal in its entirety. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO, AS FOLLOWS: 1. Issuance of the Series 2014A Bonds. The Series 2014A 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 2014A Bonds shall be issued solely as fully registered bonds without coupons in the denominations as provided in the 2014 Indenture. The Series 2014A Bonds shall bear interest payable at the rates and times and will mature in the amounts and on the dates set forth in the 2014 Indenture, as finally executed. The Series 2014A Bonds shall be issued and secured as set forth in the 2014 Indenture, and the form, terms and provisions of the Series 2014A Bonds and the provisions for their execution, authentication, payment, registration, transfer, exchange, redemption and number shall be as set forth in the 2014 Indenture. The Series 2014A Bonds shall (a) not exceed the aggregate principal amount of $8,850,000, (b) mature no later than December 1, 2024, (c) bear interest at a per annum interest rate not to exceed 3.50% per annum, and (d) be purchased by FirstBank. The Town hereby designates the Series 2014A 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 2014, 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 2014 Indenture. The form, terms and provisions of the 2014 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 2014 Indenture, the Series 2014A 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 2014A 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 2014A 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, including the Prior Resolution which is repealed in its entirety. ADOPTED AND APPROVED this 18th day of November, 2014. [S AL��N OFq��� TOWN OF AVON, COLORADO :SEAL*: By: ayor A t20iORADD. • The motion to adopt the foregoing Resolution was duly seconded by Council Member sm k �h �m�PS, put to a vote and carried upon the following vote: Those voting YES: e c h vrCh Sc© �`inc 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. 4)a� Town Clerk 1 Mayor $8,850,000 EAGLEBEND DOWD AFFORDABLE HOUSING CORPORATION MULTIFAMILY HOUSING PROJECT REFUNDING REVENUE BONDS SERIES 2014A (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 $8,850,000 Multifamily Housing Project Refunding Revenue Bonds Series 2014A (Tax- Exempt) (the "Bonds "), pursuant to the terms of 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 "), as amended and supplemented by a Second Amended and Restated Trust Indenture (the "2013 Indenture "), and as amended and supplemented by a Third Amended and Restated Trust Indenture dated as of November 1, 2014 (the "2014 Indenture" and together with the 1998 Indenture, the 2003 Indenture, and the 2013 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 will be used to refund, redeem and defease the Corporation's outstanding $8,318,747.48 Multifamily Housing Project Refunding Revenue Bonds, Series 2013A -2 (Tax- Exempt), the proceeds of which were used to refund, redeem and defease the Corporation's $9,520,000 Multifamily Housing Project Refunding Revenue Bonds, Series 2003A, previously issued by the Corporation to refund the $9,000,000 Multifamily Housing Project Revenue Bonds, Series 1998A, 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 November 18, 2014 (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 DEN 98594536x2 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 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 November 18, 2014 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, the 2003 Indenture, and the 2013 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 2014, 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.] 2 DEN 98594536x2 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 -�Eay of November, 2014. TOWN OF AVON, COLORADO Attest: By: Od -/ � /L-U Clerk [Signature Page to Town General and No Litigation Certificate] DEN 98594536x2 EXHIBIT A SEE BOND CLOSING TRANSCRIPT DOCUMENT NO.7 DEN 98594536x2 EXHIBIT B MINUTES OF NOVEMBER 14, 2014 TOWN COUNCIL MEETING DEN 98594536v2