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HomeMy WebLinkAboutR84-74 sports facilities revenue bondsRESOLUTION No. 4-!�z A RESOLUTION AUTHORIZING AND DIRECTING THE ISSUANCE OF SPORTS FACILITIES REVENUE BONDS (BEAVER CREEK ASSOCIATES PROJECT), SERIES 1984, IN THE AGGREGATE PRINCIPAL AMOUNT OF $11,000,000 AND THE EXECUTION AND DELIVERY OF A SPORTS FACILITIES FINANCING AGREEMENT, A TRUST INDENTURE, BOND PURCHASE AGREEMENTS 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 RATES 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 bonds for the purpose of financing sports and recreational facilities projects for commercial and business enterprises; and WHEREAS, the Issuer has been requested to enter into a Sports Facilities Financing Agreement (the "Agreement ") dated as of November 1, 1984 with Beaver Creek Associates, Inc., a Colorado corporation, to finance certain commercial development and sports and recreational facilities to be located within the boundaries of the Issuer (the "Project ") by the issuance of $11,000,000 in aggregate principal amount of bonds to be known as Sports Facilities Revenue Bonds (Beaver Creek Associates Project) , Series 1984 (the "Bonds ") to be issued pursuant to a Trust Indenture dated as of November 1, 1984 (the "Trust Indenture ") to The Colorado National Bank of Denver, Denver, Colorado, as Trustee (the "Trustee "); and WHEREAS, Vail Associates, Inc. a Colorado corporation (the "Guarantor ") will deliver its Guaranty dated as of November 1, 1984, to the Trustee; and WHEREAS, to secure the Bonds, the Company has caused First National Bank of Minneapolis to issue its letter of credit in favor of the Trustee for the payment of principal of the Bonds, plus interest thereon for 65 days computed at the rate of 15% per annum; and WHEREAS, the Bonds will be sold to institutional purchasers to be designated by the Company (the "Purchasers ") , at a price of not less than 100% of the principal amount thereof, pursuant to a Bond Purchs�u Agreement or Agreements (the "Bond Purchase Agreements ") among the Issuer, the Purchasers, the Company and -2- the Guarantor, and the proceeds thereof used to pay the cost of financing the Project, including certain incidental costs and expenses incurred in connection with the issuance of the Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY, COLORADO, AS FOLLOWS: Section 1. APPROVAL OF AGREEMENT, TRUST INDENTURE, AND BOND PURCHASE AGREEMENTS. The forms of the Agreement, the Trust Indenture and the Bond Purchase Agreements, presented to this meeting (copies of which shall be filed with the records of the Issuer) are hereby approved, and the Chairman of the Board of County Commissioners of the Issuer (the "Chairman ") is hereby authorized to execute and deliver, and the County Clerk and Recorder of the Issuer (the "Clerk ") 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 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 Issuer hereby determines that the following provisions shall be as set forth in the form of the Trust 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 created; (c) Limitation on the purpose to which proceeds of any Bonds may be applied; (d) Limitation on the issuance of additional bonds, 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 Bond owners or to the Trustee under the Agreement, the Company's Note, or the Trust Indenture. -3- In accordance with the requirements of the Act, the Issuer hereby determines that the following provisions shall be as set forth in the form of 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 maintainance and insurance of the Project. Section 3. 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 Purchasers pursuant to the Bond Purchase Agreements 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 4. TERMS OF BONDS. The Bonds shall be in the aggregate principal amount of $11,000,000, shall be dated as of their actual date of issuance and delivery or as otherwise provided in the Indenture, and shall be issued as fully registered bonds in the denomination of $100,000 or any integral multiple thereof, except that if the interest rate borne by the Bonds shall be converted to a Fixed Interest Rate (as hereinafter defined) replacement bonds shall be in the denomination of $5,000 or any integral multiple thereof. The Bonds shall be payable at the principal corporate trust office of the Trustee or at any successor paying agent. Pursuant to Section 6 of the Act, the maximum net effective interest rate for the Bonds, with which the Bond Purchase Agreements comply, shall not exceed 15 %. The provisions for redemption of the Bonds, 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 forms of such Bonds which forms are hereby approved and incorporated by reference as if set forth in full, and (b) in the form of the Trust Indenture hereinbefore approved and incorporated. The Bonds shall mature, subject to prior redemption, on November 1, 1994, and shall be subject to mandatory sinking fund redemption, by lot, at a redemption price equal to 100% of the principal amount outstanding plus accrued interest to the '=C redemption date, on November 1 in each of the years and in the amounts indicated below: Year Amount 1986 $100,000 1987 100,000 1988 100,000 1989 100,000 1990 300,000 1991 300,000 1992 300,000 1993 300,000 Interest on the Bonds shall be paid on each Interest Payment Date, and except upon conversion to a Fixed Interest Rate, as described below, shall be computed on the basis of the actual number of days elasped in a year. Upon conversion to a Fixed Interest Rate, interest shall be computed on the basis of the actual number of days elapsed within a 30 day month and a 360 day year. "Interest Payment Date" means (i) on or prior to the effective date of the Fixed Interest Rate, the first day of each calendar month (commencing January 1, 1985) , and (ii) after the effective date of the Fixed Interest Rate each May 1 and November 1 thereafter. The interest rate on the Bonds shall be determined as follows: Determination of Variable Interest Rate. For each period from and including the first day of each calendar month through the last day of such calendar month, or the day next preceding the date of payment in full of the Bonds (the "Interest Period ") for which there is not a Fixed Interest Rate, the Bonds shall bear interest at the lesser of fifteen percent (15 %) per annum or a rate (the "Variable Rate ") equal to the product of the Reference Rate (as hereinafter defined) multiplied by the Interest Rate Multiple (as hereinafter defined) , as each is in effect from time to time. The term "Reference Rate" shall mean the per annum rate of interest equal to the Reference Rate as announced from time to time by First National Bank of Minneapolis, located in Minneapolis, Minnesota, effective as of the date of such announcement, or if such date is not a Business Day, the next following Business Day. Prior to the effective date of the Fixed Interest Rate, the Trustee shall ascertain from First National Bank of Minneapolis the Reference Rate in effect from time to time for each Interest Period and shall give the Town and the Company written notice at least three (3) days in advance of each Variable Rate Interest Payment Date, of the Reference Rate in effect from time to time during the applicable Interest Period and the amount of interest to be due and payable on such Variable Rate Interest Payment Date. For purposes of such calculations, the Reference Rate and tha Interest Rate Multiple as defined below shall be assumed to remain unchanged for the five (5) days prior to such Interest -5- Payment Date, and payment of such amount of interest as so calculated shall satisfy the obligation of the payment of interest due on any such Interest Payment Date. The "Interest Rate Multiple" shall mean the percentage between forty percent (400) and ninety percent (90%), both inclusive, determined by the Remarketing Agent appointed under the Indenture, which when multiplied by the Reference Rate in effect on the date of determination of the Interest Rate Multiple (the "Rate Determination Date ") will produce the per annum rate of interest necessary, but not exceeding the per annum rate of interest necessary, to sell the Bonds on the Rate Determination Date at a price of par plus accrued interest. The initial Interest Rate Multiple shall be S-3 %. The Remarketing Agent shall determine the Interest Rate Multiple on the first and third Wednesdays of each calendar month (or, if any such Wednesday is not a Business Day, on the next following Business Day) and on any Optional Tender Date on which Bonds are remarketed to Bondholders, other than any dates on which Bonds are remarketed solely to the Company or any other person on behalf of the Company. The Remarketing Agent shall promptly give written notice of each adjustment in the Interest Rate Multiple, as provided in the Indenture. Each adjustment in the Interest Rate Multiple shall be effective from and including the Rate Determination Date on which said Remarketing Agent determines the Interest Rate Multiple to, but not including, the next following Rate Determination Date. If said Remarketing Agent does not give notice to the Trustee of an adjustment in the Interest Rate Multiple on any Rate Determination Date, the Interest Rate Multiple from and including such Rate Determination Date to, but not including, the next following Rate Determination Date shall be equal to the Interest Rate Multiple in effect immediately prior to such Rate Determination Date. Determination of Fixed Interest Rate. The interest rate on the Bonds may be established at a fixed annual interest rate (the "Fixed Interest Rate ") at least 180 days after the initial issuance and delivery of the Bonds on the Interest Payment Date following delivery by the Company of a notice that the interest rate on the Bonds shall become fixed and an opinion of nationally recognized bond counsel that the establishment of a Fixed Interest Rate will not cause interest on the Bonds to become subject to Federal income tax. The notice required to be given by the Company shall state (A) its election to convert the interest rate borne by the Bonds to the Fixed Interest Rate, (B) the date on which such conversion shall occur (the "Conversion Date "), which shall be an interest payment date selected by the Company not less than 60 days nor more than 75 days from the date the Company gives notice, and (C) the date on which the Fixed Interest Rate shall be computed (the "Computation Date "), which shall be a business day selected by the Company and which shall be not less than 10 days prior to the Conversicn Date. On and after the Conversion Date, the Bonds shall bear interest at the lesser of fifteen percent (15%) per annum or the rate determined on a one -time basis, payable on the first da_v of May or November next following said Conversion Date, on the first day of each May and November thereafter and on the date of payment in full of the Bonds (each a "Fixed Rate Interest Payment Date "). The Fixed Interest Rate shall be determined in the following manner: On a day selected by the Remarketing Agent appointed under the Indenture with the approval of the Company, but not later than the fifteenth (15th) day or earlier than the fiftieth (50th) day prior to the Conversion Date, the Indexing Agent shall determine the Fixed Interest Index and on the Computation Date the Remarketing Agent, having due regard to prevailing market conditions, shall determine the interest rate which, if borne by the Bonds during the Fixed Rate Period, would be the interest rate, but would not exceed the interest rate, which would result in the market value of the Bonds on such day of computation (as if such day were the first day of the Fixed Rate Period) being 100% of the principal amount thereof and the interest rate so determined by the Remarketing Agent shall be the Fixed Interest Rate; provided, however, that in no event shall the Fixed Interest Rate be more than 125 %, or less than 75 %, of the Fixed Interest Index nor shall it exceed 15% per annum. The Remarketing Agent shall promptly notify the Trustee of the Fixed Interest Rate. If for any reason the Fixed Interest Rate so determined by the Remarketing Agent would prevent the Company from obtaining the bond counsel opinion referred to above, the Remarketing Agent shall determine the Fixed Interest Rate which shall be 90% of the Revenue Bond Index for the most recent period (as published in The Bond Buyer) less the product of 2/10 of 1% multiplied by the difference between 10 years and the remaining years to final maturity of the Bonds. The Fixed Interest Index shall be expressed as an interest rate per annum, and shall be based upon yield evaluations at par (on the basis of a term and redemption provisions as nearly equal as practicable to the remaining term and redemption provisions of the Bonds at the time) of securities the interest on which is exempt from federal income taxation, of not less than five (5) issuers of such securities (the "Component Issuers "), selected by the Indexing Agent, the securities of which shall bear, or, if issued would bear a credit rating comparable to that of the Bonds, if any, taking into consideration any letter of credit or other security to be provided. The specific issuers included in the Component Issuers may be selected by the Indexing Agent in its discretion. The Trustee shall give notice (in the same manner as notice of a call for redemption) to the holders of the Bonds not less than 25 days prior to the effective date of the Fixed Interest Rate, specifying the date the Fixed Interest Rate shall be determined, specifying the effective date, stating that the Bonds shall be subject to redemption by the Town on the -7- effective date of the Fixed Interest Rate and that the holder of any Bond shall have the right to retain his Bond and not have it redeemed by notifying the Trustee of the Bondholder's acceptance of the Fixed Interest Rate. The Trustee shall give notice (in the same manner as notice of a call for redemption) to the holders of the Bonds of the Fixed Interest Rate to be borne by the Bonds. After the establishment of a fixed interest rate the Credit Facility (as defined in the Indenture) may be terminated if consented to by the Town and the Company, and the Bondholders shall have no right to require purchase of the Bonds by the Remarketing Agent or the Trustee. The Issuer hereby appoints Continental Illinois National Bank and Trust Company of Chicago as Remarketing Agent (the "Remarketing Agent ") and as Indexing Agent (the "Indexing Agent ") under the Indenture. The Remarketing Agent and Indexing Agent may be removed or replaced in accordance with the provisions of the Indenture. The computation or determination of the Interest Rate Multiple and the Fixed Interest Index by the Indexing Agent or the Remarketing Agent, and the determination of the interest rate by the Trustee or Remarketing Agent, shall be conclusive and binding upon the holders of the Bonds, the Town, the Company, the Trustee and the Remarketing Agent. Section 5. 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 consequent subjection of the Project to ad valorem taxes, no amount is necessary for payments in lieu of taxes; and (b) no amount is required for a reserve fund. It is hereby determined that, based on the maximum interest rate of 15% per annum, no more than the following amounts, in addition to the amounts set forth in Section 4 hereof for the payment of principal, will be necessary for the payment of interest on the Bonds: Year Ending November 1 Year Ending November 1 1985 $1,650,000 1990 $1,590,000 1986 1,650,000 1991 1,545,000 1987 1,635,000 1992 1,500,000 1988 1,620,000 1993 1,455,000 1989 1,605,000 1994 1,410,000 Section 6. AUTHENTICATION 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 7. INVESTMENT OF FUNDS. The 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 may be invested, or to deposit and redeposit such moneys in such �3' } accounts as may be permitted by the said Trust Indenture, all subject to the terms and limitations contained in the Trust Indenture. Section 8. APPROVAL OF COUNSEL. The firm of Ballard, Spahr, Andrews & Ingersoll, Denver, Colorado, is hereby approved as bond counsel in connection with the issuance of the Bonds. Section 9. INCIDENTAL ACTION. The Chairman and Clerk of the Issuer 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 Agreement, Trust Indenture and Bond Purchase Agreements, the performance of the Issuer's obligations thereunder, and the issuance and sale of the Bonds. Notwithstanding any other provision of this Resolution, the Chairman and Clerk are hereby authorized to make or approve such revisions in the Agreement, the Indenture and the Bond Purchase Agreements 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 financing of the Project. Section 10. 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 11. REPEALER. All acts, orders, resolutions, 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 12. 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 13. 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 ;�verable. SECTION 14. EFFECTIVE DATE. This Resolution shall take effect immediately upon its passage. PASSED, APPROVED AND ADOPTED this 14th day of November, 1984. EAGLE COUNTY, COLORADO rCOUNTYI ( SEAL ) ATTEST: County Clerk a-ftdT Recorder -10- By: �'I_ l Chairman, Board of CCeunty Commissioners County Commissioner Commissioner The motion to pass the foregoing Resolution was duly seconded by Commissioner - /2a-% -e-/ , put to a vote and carried upon the following vote: Commissioners voting "Yes ": W. Keith Troxel Dan Williams Commissioner voting "No ": The Chairman thereupon declared the motion carried and the Resolution duly passed. After consideration of other business to come before the Board, the meeting was adjourned. (COUNTY) ( SEAL ) ATTEST:: County Clerk and Recorder Eagle County, Colorado -11- By: (,I /,A Chairman, Board of Co my Commissioners Eagle County, Colorado STATE OF COLORADO ) ss. COUNTY OF EAGLE ) I, Johnnette Phillips, County Clerk and Recorder of Eagle County, Colorado, do hereby certify that the attached copy of Resolution ' 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 the McDonald Building, 550 Broadway, Eagle County, Colorado, the regular meeting place thereof, on Wednesday, the 14th day of November, 1984; 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 11, 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 November, 1984. (COUNTY) /County Clerk and Recorder ( SEAL ), Eagle County, Colorado -12-