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Home My WebLink AboutR81-41 Approving a Housing Facilites Financing Agreement with Vail Associates, Inc.h L 0080A EAGLE COUNTY, COLORADO RESOLUTION ~/- `~~ Adopted: November 25, 1981 SUPPLEMENTING A RESOLUTION ADOPTED FEBRUARY 27, 1979, APPROVING A HOUSING FACILITIES FINANCING AGREEMENT WITH VAIL ASSOCIATES, INC., A TRUST INDENTURE, AND A BOND PURCHASE AGREEMENT IN CONNECTION WITH THE ISSUANCE OF $4,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE COUNTY'S HOUSING FACILITIES REVENUE BONDS AND AUTHORIZING THE EXECUTION AND DELIVERY THEREOF; AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY OF SUCH BONDS; PROVIDING FOR THE PRINCIPAL AMOUNT, NUMBERS, PROVISIONS FOR REDEMPTION AND MATURITY OF, AND RATES OF INTEREST ON, THE BONDS, REQUEST- ING THE TRUSTEE TO AUTHENTICATE THE BONDS; DETERMINING MAXIMUM REVENUES TO BE PAID FOR SUCH PROJECT; AUTHORIZING INVESTMENTS BY THE TRUSTEE; AUTHORIZING INCIDENTAL ACTION; AND REPEALING INCONSISTENT ACTIONS. WHEREAS, the County by resolution adoptea February 27, 1979 (the "Authorizing Resolution") approved a project for the Beaver Creek Resort, authorized the financing of such project by the issuance of bonds pursuant to the County and Municipality Development Revenue Bond Act (the "Act"), and determined that such project will promote the public purposes of the Act; and WHEREAS, in furtherance of the Authorizing Resolution and to assist in the financing of a 60-unit employee housing project (the "Project") for Vail Associates, Inc., (the "Company"), the County has determined to enter into a Housing Facilities Financing Agreement dated as of December 1, 1981 (the "Financing Agreement") with the Company, pursuant to which the County will issue $4,000,000 aggregate principal amount of its bonds to be known as "Housing Facilities Revenue Bonds (Vail Associates, Inc. Project), Series 1981" (the "Bonas") for the financing of the Project; and WHEREAS, the Bonds are to be issued under and pursuant to a Trust Indenture dated as of December 1, 1981 (the "Indenture") to First Interstate Bank of Denver, as trustee (the "Trustee"); and WHEREAS, Western Bancorp Mortgage Company and certain of its banking affiliates, (the "Purchasers") will issue a commitment to purchase the Bonds and will enter into a Bond Purchase Agreement (the "Bond Purchase Agreement") with the ti _ ~, County providing, among other things, for the payment to the Purchasers of fees aggregating not more than $70,000, ana the Company has approved such purchase and will join in said Bond Purchase Agreement. NOW, THEREFORE, BE IT RESOLVED, by the Board of County Commissioners of Eagle County, Colorado, that: Section 1. APPROVAL OF FINANCING AGREEMENT, INDENTURE AND BOND PURCHASE AGREEMENT. The forms of the Financing Agreement, the Indenture and the Bond Purchase Agreement presented to this meeting (copies of which shall be filed with the records of the County) are hereby approved, and the Chairman of the Board of the County Commissioners (the "Chairman") is hereby authorized to execute and deliver, and the County Clerk and Recorder (the "Clerk") is hereby authorized to affix the seal of the County to, and attest, documents in substantially such forms upon the terms and conditions set forth herein and therein, with such changes therein as such officers shall approve (including changes in dates and amounts necessary to conform such documents to the final terms as approved by the Company and the Purchasers), such approval to be evidenced by their execution thereof. In accordance with the requirements of the Act, the County hereby determines that the following provisions shall be as set forth in the form of the Indenture hereinbefore approved, which form is hereby incorporated herein by reference as if set forth in full: (a) Custody of the proceeds from the sale of the Bonds, including their investment and reinvestment until used to defray the costs of the Project; (b) The creation of funds or accounts into which any Bond proceeds, revenues and income may be deposited or credited; (c) Limitation on the purpose to which proceeds of any Bonds or additional Bond may be applied; (d) Limitation on the issuance of additional Bonds, the terms upon which additional Bonds are issued and secured, the refunding of Bonds and the replacement of Bonds; (e) The procedure by which the terms of any contract with Bondholders may be amended or abrogated; (f) Vesting in the Trustee such properties, rights, powers and duties in trust as the County determines and limiting the rights, duties and powers of the Trustee; and (g) The rights and remedies available in case of a default to the Bondholders or to the Trustee under the Financing Agreement or the Indenture. -2- In accordance with the requirements of the Act, the County hereby determines that the following provisions shall be as set forth in the form of Financing Agreement hereinbefore approved, which form is hereby incorporated herein by reference as if set forth in full: " (a) The fixing and collection of revenues from the Project; and (b) The maintenance and insurance of the Project. Section 2. ISSUANCE OF "BONDS. The issuance of the Bonds is hereby authorized. The form of the Bonds set forth in the Indenture is hereby approved; the Bonds shall be executed with the manual or facsimile signatures of the Chairman and the Clerk on the face of the Bonds in substantially such forms with appropriate insertions and variations, and the seal of the County or a facsimile thereof is hereby adopted and authorized to be affixed or imprinted thereon; and the Chairman is authorized and directed to deliver the Bonds in typewritten • form to the Trustee for authentication under the Indenture and, " when they have been authenticated, to deliver them or cause them to be delivered to the Purchasers pursuant to the Bond Purchase Agreement against receipt of the purchase price plus any accrued interest due and to deposit the amount so received with the Trustee as provided in the Indenture. ~_ ~ Section 3. TERMS OF BONDS. The Bonds shall be in the aggregate principal amount of $4,000,000, shall be dated the date of issue, shall be issued as typewritten fully registered bonds without coupons in the denomination of $100,000 each or any multiple thereof, shall mature December 1, 2001 and shall bear interest from the date ofd actual issuance, payable • monthly, commencing January 1, 1982. Interest on the Bonds shall accrue from day to day and be cal"culated and paid at the variable rate per annum of 65$ of "First Interstate Bank of Denver's Prime Rate" as specified in the Bonds, such rate to be adjusted as of the effective date of each change in such Prime Rate; provided that such interest rate shall automatically be ' increased to 110$ of such Prime Rate as to be set forth in the final form of Indenture, if it is finally determined, in accordance with the provisions specified in the Bona form under "Special Mandatory Redemption," that interest thereon is subject to Federal income tax; and provided that such interest rate shall not be less than 9$ per annum nor more than 45$ per annum on any given day. In accordance with Section 6 of the Act, the County hereby determines that the actual maximum net effective interest rate of the Bonds will not exceed the authorized maximum net effective interest rate therefor, which is set at 45~ per annum. The Bonds shall' be secured by a pledge of the Company's Note issued under the Financing Agreement and secured by the Company's Mortgage or Deed of Trust and Security Agreement dated as of December 1, 1981 -3- S ~, delivered to the Trustee. The numbers and provisions for redemption of the Bonds, the registration and exchangeability privileges, the medium and place of payment, and the priorities in revenues of the County, shall be as set forth (a) in the aforesaid forms of such Bonds which forms are hereby approved and incorporated 'Herein by reference as if set forth in full, and (b) in the form of the Indenture hereinbefore approved and incorporated. Section 4. DETERMINATION OF REVENUES. ~In accordance with the Act, it is hereby determined that (a) in view of the ownership of the Project by the Company and the copse quent subjection of the Project to ad valorem taxes, no amount is necessary for payments in lieu of taxes; and (b) no more than the following amounts are expected to be necessary for the payment of principal and interest on the Bonds: Year Interest Due * Year Interest Due 1981 $ 150,000 1992 $1,800,000 1982 $1,800,000 1993 $1,800,000 1983 $1,800,000 1994 $1,800,000 1984 $1,800,000 1995 $1,800,000 1985 $1,800,000 1996 $1,800,000 1986 $1,800,000 1997 $1,800,000 1987 $1,800,000 1998 $1,800,000 1988 $1,800,000 1999 $1,800,000 1989 $1,800,000 2000 $1,800,000 1990 $1,800,000 2001 $5,800,000 1991 $1,800,000 TOTAL $40,150,000 ** * Calculated at the maximum rate of 45$ per annum. ** Includes $4,000,000 of maturing principal. Section 5. AUTHENTICATION OF BONDS. The Trustee is hereby requested to authenticate the Bonds and to deliver them to, or upon the order of, the Chairman. Section 6. INVESTMENT OF FUNDS. The Trustee shall be, by virtue of this Resolution and without further authorization from the County, authorized, directed and re quested to invest and reinvest all moneys available therefor held by it pursuant to the Indenture which by the terms of said Indenture may be invested, or to deposit and redeposit such moneys in such accounts as may be permitted by the said Indenture, all subject to the terms and limitations contained in the Indenture. -4- R Section 7. LIMITED OBLIGATION. AS REQUIRED BY THE ACT, THE BONDS SHALL BE SPECIAL, LIMITED OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM THE REVENUES DERIVED FROM THE PROJECT, AND SHALL NEVER CONSTITUTE THE DEBT OR-I-NDEBTEDNESS OF THE COUNTY OR THE STATE OF COLORADO OR ANY POLITICAL SUBDIVISION THEREOF WI'T'HIN THE MEANING OF ANY PROVISION OR LIMITATION OF THE COLORADO CONSTITUTION, STATUTES, OR ANY HOME RULE CHARTER AND SHALL NOT CONSTITUTE NOR GIVE RISE TO A PECUNIARY LIABILITY OF THE COUNTY OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWERS. Section 8. INCIDENTAL ACTION. The Chairman and the Clerk are hereby authorized and directed to execute and deliver such other documents, and to take such other action as may be necessary or appropriate in order to effectuate the delivery of the aforesaid Financing Agreement, Indenture and Bond Purchase Agreement, the performance of the County's obligations thereunder, and the issuance and sale of the Bonds, provided, however, that any such incidental action shall be in accordance with the foregoing Sections hereof. Section 9. REPEAL. This Resolution shall take effect immediately upon its adoption by not less than a majority of the Board of County Commissioners, and all prior resolutions or parts thereof inconsistent herewith are hereby repealed. Duly introduced, read and adopted upon the affirmative vote of Commissioners at a public meeting of the Board of County Commissioners of Eagle County, Colorado, held this 25th day of November, 1981. l ~o .~ .~~__.~ Chairman, Board "of County Commissioners ~~ ~; County Commissioner ~/~ s-~ ~ County Commissioner [SEAL] Attest : G2 ~-~ ~~~ County Cler -5-