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HomeMy WebLinkAboutR92-083 sports and housing facilities refunding bonds - Vail Associates, s BD26154.ACM G k EAGLE COUNTY, COLORADO RESOLUTION NO. f.3 A RESOLUTION AUTHORIZING AND DIRECTING THE ISSUANCE OF $21,600,000 AGGREGATE PRINCIPAL AMOUNT OF THE COUNTY'S SPORTS AND HOUSING FACILITIES REVENUE REFUNDING BONDS (VAIL ASSOCIATES PROJECT), SERIFS 1992, THE EXECUTION AND DELIVERY OF A SPORTS AND HOUSING FACILITIES FINANCING AGREEMENT, A TRUST INDENTURE, AND RELATED DOCUMENTS; AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY OF SUCH BONDS; MAKING CERTAIN DETERMINATIONS WITH RESPECT THERETO; PROVIDING FOR THE PRINCIPAL AMOUNT, NUMBERS, PROVISIONS FOR REDEMPTION AND MATURITY OF, AND RATE OF INTEREST ON, THE BONDS; REQUESTING THE TRUSTEE TO AUTHENTICATE THE BONDS; AUTHORIZING INVESTMENTS; AUTHORIZING INCIDENTAL ACTION; AND REPEALING INCONSISTENT ACTIONS. WHEREAS, Eagle County, Colorado (the "Issuer ") is authorized by the Colorado County and Municipality Development Revenue Bond Act (the "Act ") to issue revenue refunding bonds for the purpose of refinancing sports, recreational and housing facilities projects for commercial and business enterprises; and WHEREAS, the Board of County Commissioners of the Issuer by resolutions adopted at meetings held February 27, 1979, November 25, 1981 and December 14, 1981, approved a housing facilities project (the "1981 Project ") for the Company pursuant to the Act and issued $4,000,000 aggregate principal amount of Housing Facilities Revenue Bonds (Vail Associates, Inc. Project), Series 1981 (the "1981 Bonds ") of which $4,000,000 are currently outstanding and which are expected to be called for redemption pursuant to the terms of the trust indenture under which such 1981 Bonds were issued; and WHEREAS, the Town Council of the Town of Vail (the "Town Council ") by Ordinance No. 28, Series of 1984, supplemented by Resolution No. 23, Series of 1984, approved a sports and recreational facilities project (the "1984 Project ") for the Company pursuant to the Act and issued $17,000,000 aggregate principal amount of Sports Facilities Revenue Bonds (Vail Associates Project), Series 1984 (the "1984 Bonds ") of which $15,500,000 are currently outstanding and which are expected to be called for redemption on October 1, 1992 pursuant to the terms of the trust indenture under which such 1984 Bonds were issued; and WHEREAS, the Town Council by Ordinance No. 19, Series of 1986, supplemented by Resolution No. 22, Series of 1986, approved a sports and recreational facilities project (the "1986 Project ") for the Company pursuant to the Act and issued $2,600,000 aggregate principal amount of Sports Facilities Revenue Refunding Bonds (Vail Associates Project), Series 1986 (the "1986 Bonds ") of which $2,100,000 are currently outstanding and which are expected to be called for redemption on October 1, 1992 pursuant to the terms of the trust indenture under which such 1986 Bonds were issued; and WHEREAS, the Issuer has been requested to enter into a Sports and Housing Facilities Financing Agreement (the "Agreement ") dated as of September 1, 1992 with Vail ZiM dr.xerox lelecopier 7021 ; 9— 8 -92 ; 1 :33PM ; 3032988408-4 3033287207 ;# 2 Associates, Inc., a Colorado corporation., to refund 1981 Bonds, (ii) the 1984 Bonds and (iii) the 1986 Bonds (collectively, referred to h as the "Prior Bonds ") and to refinance the 1981 Project, the 1984 Project and the 1986 Project (collectively referred to hereinafter as the "Project ") and its related costs by the issuance and delivery of $21,600,000 in principal amount of its bonds to be known as "Sports and Housing Facilities Revenue Refunding Bonds (Vail associates Pr(;ject), Series 1992 (tie "Bonds ") to be issued pursuant to a Trust Indenture dated as of September 1, 1992 (the "Trust Indenture ") to Colorado National Bank, Denver, Colorado, as Trustee (the "Trustee ") and to be used to refund the Prior Bonds pursuant to the teams of certain Refunding Agreements (the "Refunding Agreements ") related thereto; and Vt�T7d3ItEA5, in order to further secure the Bonds, the Company will deliver various securi documents pursuant to a Collateral Trust Agreement dated as of September 1, 1992 (the "Collateral Agreement ") to' Credit Lyonnais, New York Branch, as collateral trustee; and WHl3MS, on August 31, 1992, prior to the consideration of this Resolution for adoption, the Board of County Commissioners conducted a public hearing regarding the issuance of the Bonds pursuant to due notice thereof appearing in The "�1e 1 nr da on August 13, 1992 and in The 'Vail. on August 9, 1992; and WHEREAS, upon the issuance and delivery of the Bonds, the Issuer shall cause the proceeds thereof to be delivered to the Trustee to be applied toward the immediate redemption of the Prior Bonds pursuant to the Refunding Agreements, i i i i ' �� •i i I A Section 1. The forms of the Agreement, the Trust Indenture, the Refunding Agreements and the Bond Purchase Agreement with Smith Barney, Harris Upham & Co., Inc. and Bear, Stearns & Co. Inc, (the "Underwriters "), presented to this meeting (copies of which shall be filed with the records of the Issuer) are hereby approved, and the hairman of the Board of County Commissioners of the Issuer (the "Chairman ") is hereby uthorized to execute and deliver, and the County Clerk and recorder of the Issuer (the "Clark is hereby authorized to affix the seal of the Issuer where appropriate to, and attest, such documents in substantially such form and upon the terms and co lions set forth herein and therein, with such changes therein as such officers shall approve (including changes in dates and amoun necessary- conform-such d. �cumots t4_ the final terms as approved b the Company and the Underwriters) such approval to be evidenced by their execution thereof. The use and distribution of an offering memorandum relating to the Bands by the Company and the Underwriters in such form as they deem appropriate and adequate for the sale of the Bonds is hereby authorized. In accordance with the requirements of the Act the Issuer hereby detemodnes that the following provisions shall be as set forth to the form W the Trust Indenture hereinbefore. approved, which form is hereby incorporated herein by reference as if set forth in full; investment and a re reinvestment until used to ddefttay the costs e of the P.raject;��ud�& their C 1 1 (b) The creation of funds or accounts into which any Bond proceeds, revenues and income may be deposited or created; (c) Limitation on the purpose to which proceeds of any Bonds may be (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 Issuer 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 Agreement, the Company's Note, or the Trust Indenture. k �\ I B OO In accordance with the requirements of the Act, the Issuer hereby determines that the fixing and collection of revenues from the Project shall be as set forth in the form of Agreement and Note hereinbefore approved, which form is hereby incorporated herein by reference as if set forth in full. Section 2. ISSUANCE OF BONDS The issuance of the Bonds is hereby authorized. The forms of the Bonds set forth in the Trust Indenture are 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 Issuer or a facsimile thereof is hereby adopted and authorized to be affixed or imprinted thereon; and the Chairman or the Clerk is authorized and directed to deliver the Bonds to the Trustee for authentication under the Trust Indenture and, when they have been authenticated, to deliver them or cause them to be delivered to the Underwriters pursuant to the Bond Purchase Agreement against receipt of the purchase price as specified therein, plus any accrued interest due, and to deposit the amount so received with the Trustee as provided in the Trust Indenture. Section 3. TERMS OF BONDS The Bonds shall be in an aggregate principal amount of $21�1 . 000 shall bear interest at a fixed rate of 8% per annum, shall mature on August 1, 2009`�if �o�dance with the terms of the Trust Indenture, shall be dated as of their date of issuance and delivery or as otherwise provided in the Trust Indenture, and shall be issued as fully registered bonds in such denominations as shall be specified in the Trust Indenture. Pursuant to the Act, the maximum net effective interest rate for the Bonds, with which the Underwriting Agreement complies, shall not exceed 10 %. The provisions for optional and mandatory redemption of the Bonds prior to their maturity, the registration and exchangeability privileges, the medium of payment, and the priorities in revenues of the Issuer, shall be as set forth (a) in the aforesaid form of such Bonds which form is hereby approved and incorporated by reference as if set forth in full, and (b) in the form of the Trust Indenture herembefore approved and incorporated. BD26154.A(PF) 3 09/03/92 ti7GI1 I u 1 1AUI W I t; I C6 It; r itJL I , U 0 s 1 v 441-OM + JU3YUMUU-y 3033287207 3 The Issuer hereby confirms the appointment of Colorado National Bank under the terms of the Trust Indenture, as the Trustee, Paying Agent and Registrar. Section 4. DRI' MIRNATIOI�T nE Rx�vtzt►n a In accordance with the Act it is hereby determined that (a) an amount not exceeding $1,730,000 is necessary for t i a reserve fund for retirement of the Bonds and maintenance of the Project an �e Company shall be required under the terms of the Agreement to pay all takes levied by the State of Colorado and local taxing bodies with respect to the Project. It is hereby determined that, based on the stated interest .rate of 8% per annum, no more than the following amounts will be necessary for the payment of principal and interest on the Bonds: Y"t Ended 1993 August 1 $1,728,0011 X= &dad 2002 A,> gLst 1 $ 1,728,000 1994 $1,728,000 2003 $1,728,000 1995 $1,728,000 2044 1 1996 $1,728,000 2005 $ 1 1997 51,728,000 2006 $ 1,728,.000 1998 $1,728,000 2007 $ 1,728.0140 1999 $1,728,000 2008 $ 1,728,000 2400 $1,728,000 2009 $23,328,000 2001 $1.,728,004 It is hereby determined that the Company shall be required, under the terms of the Agreement, to maintain the Project and carry all proper insurance with respect thereto. Section 5. AUI MNTIC,A= OF BONDS The Trustee is hereby requested to authenticate the Bonds and to deliver them to, or upon the order of, the Chairman or the Clerk. Section 6. IMM'ThtM OFBUNDS Any Trustee shall be, by virtue of this Resolution and without further authorization from the Issuer, authorized, directed and requested to invest and reinvest all moneys available therefor held by it pursuant to the Trust Indenture which by the terms of said Trust Indenture ma be invested, or to deposit and redeposit such moneys in such accounts as may be permitted by said Trust Indenture all subject to the terms and limitations contained in the rust Indenture. Section 7. AFZMA? •• QE CO'CM& The fim of Ballard Spahr Andrews & Ingersoll, Denver, Colorado, is hereby approved as bond counsel in connection with the issuance of the Bonds, Section 8. INCIDENTAL ACIM The Chairman and Clerk of the Issuer are hereby authorized and directed to execute and deliver such other documents, including agreements related to the refunding of the Prior Bonds, and to take such other action as may be necessary or appropriate in order to effectuate the delivery of the aforesaid Agreement, Trust Indenture, Refunding greements and Bond Purchases Agreement, the performance of the Issuer's obligations thereunder, the issuance and sale of the Bonds, and the cancellation of the Prior Bonds and release of all rights, title and interest of the Issuer related thereto. Notwithstanding any other provision of this Resolution, the Chairman and Clerk axe hereby authorized to make or approve such revisions in the Agreement, the Trust Indenture and the Bond Purchase Agreement as, in the opinion of counsel to the Issuer, may be necessary or convenient to carry out or assist in carrying out the purposes of this Resolution and the refinancing of the Project through the refunding of the Prior Bonds and determining the actual principal amount of the Bonds. Section 9. BONDS SHALL NOT CONSTITUTE A PECUNIARY LIABILITY OF THE ISSUER As required by the Act, the Bonds shall be special, limited obligations of the Issuer, payable solely from the revenues derived from the Project and shall never constitute the debt or indebtedness of the Issuer within the meaning of any provision or limitation of the Colorado Constitution, or Colorado Statutes, and shall not constitute or give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers. Section 10. REPEALER All acts, orders, resolution, or parts thereof, taken by the Issuer in conflict with this Resolution are hereby repealed, except that this repealer shall not be construed so as to revive any act, order, resolution, or part thereof, heretofore repealed. Section 11. RESOLUTION IRREPEALABLE This Resolution is, and shall constitute, a legislative measure of the Issuer, and after the Bonds are issued and outstanding, this Resolution shall constitute a contract between the Issuer and the owner or owners of the Bonds, and shall be and remain irrepealable until the Bonds and the interest accruing thereon shall have been fully paid, satisfied and discharged. Section 12. SEVERABILITY If any paragraph, clause or provision of this Resolution is judicially adjudged invalid or unenforceable, such judgment shall not affect, impair or invalidate the remaining paragraphs, clauses or provisions hereof, the intention being that the various paragraphs, clauses or provisions hereof are severable. Section 13. EFFECTIVE DATE This Resolution shall take effect immediately upon its passage. PASSED, APPROVED AND ADOPTED thisgth-4ay of September, 1992. ,COLORADO ATTEST: 4 ` ounty Clerk and Recorder • ommissioner BD26154.A(PF) 5 09/03/92 The motion to pass the foregoing Resolution was duly seconded by Commissioner J, ),,f , put to a vote and carried upon the following vote: Commissioners voting "Yes": A-r -e-5 Commissioner voting "No": passed. adjourned. h/ U W X--- The Chairman thereupon declared the motion carried and the Resolution duly After consideration of other business to Board, the meeting was (COUNTY) ( SEAL ) Commiss Eagle County, A 4 (9ounty Clerk and Recorder Eagle County, Colorado BD26154.A(PF) 6 09/03/92 STATE OF COLORADO ) ss. COUNTY OF EAGLE ) I, 7ohnnette Phillips, County Clerk and Recorder of Eagle County, Colorado, do hereby certify that the attached copy of Resolution No. 92 -_, is a true and correct copy; that said Resolution was passed by the Board of County Commissioners of Eagle County, Colorado, at its regular meeting held at 550 Broadway, Eagle County, Colorado, the regular meeting place thereof, on Tuesday, the 8th day of September, 1992; that a true copy of said Resolution has been authenticated by the signatures of the Chairman of the Board of County Commissioners of Eagle County and myself as County Clerk and Recorder thereof, sealed with the seal of the County, 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 Board at its aforesaid meeting, 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 Eagle County, Colorado this day of September, 1992. BD26154.A(PF) 7 09/03/92