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HomeMy WebLinkAboutR99-071 Bonds for the TarnesEAGLE COUNTY, COLORADO RESOLUTION NO. 99- A RESOLUTION AUTHORIZING AND DIRECTING THE ISSUANCE OF UP TO $11,000,000 OF THE COUNTY'S TAXABLE HOUSING FACILITIES REVENUE BONDS (THE TARNES AT BC, LLC PROJECT), THE EXECUTION AND DELIVERY OF A 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 TENDER AND MATURITY OF, AND RATES OF INTEREST ON, THE BONDS; REQUESTING THE TRUSTEE TO AUTHENTICATE THE BONDS; AUTHORIZING INVESTMENTS; AUTHOR- IZING 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 financing certain residential housing facilities for commercial and business enterprises; and WHEREAS, the Issuer has been requested to enter into a Housing Facilities Financing Agreement (the "Agreement ") dated as of May 1, 1999 with The Tames at BC, LLC, a Colorado limited liability company (the "Company "), to finance the redevelopment of certain residential rental housing facilities to be occupied by persons or families of low- or moderate - income (the "Project ") and related costs by the issuance and delivery of up to $8,500,000 in principal amount of its bonds to be known as "Taxable Housing Facilities Revenue Bonds (The Tames at BC, LLC Project), Series 1999A" (the "Series 1999A Bonds ") and up to $2,500,000 in principal amount of its bonds to be known as "Taxable Housing Facilities Revenue Bonds (The Tames at BC, LLC Project), Series 199913" (the Series 1999B Bonds ") (the Series 1999A and the Series 1999B Bonds being referred to together as the "Bonds ") to be issued pursuant to a Trust Indenture dated as of May 1, 1999 (the "Trust Indenture ") to U.S. Bank National Association, Denver, Colorado, as Trustee (the "Trustee "); and WHEREAS, in order to further secure the Bonds, the Company will deliver certain letters of credit or other "Credit Facilities" as set forth in the Indenture; 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 costs of the Project. 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 AGREEMENT The forms of the Agreement, the Trust Indenture, and the Bond Purchase Agreement with the Company and Kirkpatrick Pettis Smith Polian, Inc. (the "Underwriter "), 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 Underwriter), such approval to be evidenced by their execution thereof. The use and distribution of an offering memorandum relating to the Bonds by the Company and the Underwriter 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 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 an account 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 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 -2- \\\DE - 05004/8 - 0055004.02 _} (g) The rights and remedies available in case of a default to the Bondholders or to the Trustee under the Agreement, the Company's Notes, or the Trust Indenture. In accordance with the requirements of the Act, the Issuer hereby determines that (a) the fixing and collection of revenues from the Project shall be as set forth in the form of Agreement and Notes required thereunder, which forms are hereby incorporated herein by reference as if set forth in full, and (b) as required by the Act, the Issuer has determined that individual occupants of the Project during the ski season shall have income not to exceed the greater of (i) 120% of adjusted Median Income as published from time to time by the United States Department of Housing and Urban Development or (ii) a salary of no more than $3,000 per month, adjusted from time to time for increases in the Consumer Price Index, and that such persons or families lack the financial ability to pay rentals sufficient to induce private enterprise in Eagle County to build a sufficient supply of adequate, safe, and sanitary dwellings without the special assistance afforded by the Act. 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 Underwriter 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 Series 1999A Bonds shall be in an aggregate principal amount not to exceed $8,500,000 and the Series 1999B Bonds shall be in the aggregate principal amount not to exceed $2,500,000. The Bonds shall bear interest at Weekly Rates or Long -Term Rates to be determined by the Underwriter or the Remarketing Agent appointed under the Trust Indenture but not to exceed 15% per annum or such lesser or greater rate as set forth in the Trust Indenture, shall mature on May 1, 2039 in accordance 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 minimum denominations of $100,000 and as shall be specified in the Trust Indenture. Pursuant to the Act, the maximum net effective interest rate for the Bonds, with which the Bond Purchase Agreement complies, shall not exceed 15 %. The provisions for optional and mandatory redemption and tender 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 hereinbefore approved and incorporated. -3- \\\DE - 6506918 .0055664.02 The Issuer hereby confirms the appointment of U.S. Bank National Association under the terms of the Trust Indenture, as the Trustee, Paying Agent and Registrar. Section 4. DETERMINATION OF REVENUES In accordance with the Act, it is hereby determined that (a) no amount is necessary for payment into a reserve fund for retirement of the Bonds and maintenance of the Project and (b) the Company shall be required under the terms of the Agreement to pay all taxes levied by the State of Colorado and local taxing bodies with respect to the Project. It is hereby determined that, based on the maximum interest rate of 15% per annum, no more than the following amounts will be necessary for the payment of scheduled principal and interest on the Bonds: Year Ended May 1 Year Ended May 1 2000 $1,650,000 2020 $1,650,000 2001 1,650,000 2021 1,650,000 2002 1,650,000 2022 1,650,000 2003 1,650,000 2023 1,650,000 2004 1,650,000 2024 1,650,000 2005 1,650,000 2025 1,650,000 2006 1,650,000 2026 1,650,000 2007 1,650,000 2027 1,650,000 2008 1,650,000 2028 1,650,000 2009 1,650,000 2029 1,650,000 2010 1,650,000 2030 1,650,000 2011 1,650,000 2031 1,650,000 2012 1,650,000 2032 1,650,000 2013 1,650,000 2033 1,650,000 2014 1,650,000 2034 1,650,000 2015 1,650,000 2035 1,650,000 2016 1,650,000 2036 1,650,000 2017 1,650,000 2037 1,650,000 2018 1,650,000 2038 1,650,000 2019 1,650,000 2039 12,650,000 It is hereby further 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. 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 6. 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 -4- \\\DE - 65064/8 - 0055064.02 such moneys in such accounts as may be permitted by said Trust Indenture all subject to the terms and limitations contained in the Trust Indenture. Section 7. APPROVAL OF COUNSEL The firm of Hogan & Hartson L.L.P., Denver, Colorado, is hereby approved as bond counsel in connection with the issuance of the Bonds. Section 8. 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 Agreement, 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 Trust Indenture and the Bond Purchase Agreement as, in the opinion of the County Attorney, may be necessary or convenient to carry out or assist in carrying out the purposes of this Resolution and the financing of the Project through the issuance of the Bonds, including without limitation 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 or financial obligation 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, 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 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. -5- \\\DE - 6506418 - 0055664.02 PASSED, APPROVED AND ADOPTED this 10th day of May, 1999. (COUNTY SEAL) w ATTE County Clerk Ad Recorder -6- \\\DE - 0505418 - 0055084.02 County Commissioner tt , The motion to pass the foregoing Resolut' n was duly made by Commissioner and seconded by Commissioner p to a vote and c ied upon the following vote: Commissioners voting "Yes ": /,��� irr pr C 1✓t, Commissioners 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) By: vtt� Chairman, Board of County Commissioners Eagle Co Colorado ATTES County Clerk 4andecorder Eagle County, Colorado -7- \ \\DE - 6506418 - 0055664.02 STATE OF COLORADO ) ss. COUNTY OF EAGLE ) I, Sara J. Fisher, County Clerk and Recorder of Eagle County, Colorado, do hereby certify that the attached copy of Resolution No. 99 -_4L, 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 Monday, the 10th day of May, 1999; 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 7, 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 &12� day of May, 1999. (COUNTY SEAL)" o r Oa A County Clerk and recorder Eagle County, Colorado g_ \ \\DE - 6506418 - 0055664.02