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HomeMy WebLinkAboutR97-053 Revenue Bonds RiverEdgeEAGLE COUNTY, COLORADO
RESOLUTION NO. 97- Fj�;
A RESOLUTION AUTHORIZING AND DIRECTING THE
ISSUANCE OF UP TO $10,600,000 OF THE COUNTY'S
TAXABLE HOUSING FACILITIES REVENUE BONDS
(RIVEREDGE, 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 June 1, 1997 with RiverEdge, LLC, a
Colorado limited liability company (the "Company "), to finance 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 $9,100,000 in principal amount of its bonds to be
known as "Taxable Housing Facilities Revenue Bonds (RiverEdge, LLC Project), Series 1997A"
(the "Series 1997A Bonds ") and $1,500,000 in principal amount of its bonds to be known as
"Taxable Housing Facilities Revenue Bonds (RiverEdge, LLC Project), Series 199713" (the
Series 1997B Bonds ") (the Series 1997A and the Series 1997B Bonds being referred to together
as the "Bonds ") to be issued pursuant to a Trust Indenture dated as of June 1, 1997 (the "Trust
Indenture ") from the Issuer to Colorado National Bank, 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
REFUNDING AGREEMENTS 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 Chair of the
Board of County Commissioners of the Issuer (the "Chair ") 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
(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.
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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 Chair 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 Chair 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 1997A Bonds shall be in an
aggregate principal amount of $9,100,000 and the Series 1997B Bonds shall be in the aggregate
principal amount of $1,500,000. 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 higher or lower rate as set forth in the Trust
Indenture, shall mature on June 1, 2027 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.
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. 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
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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 .Tune 1
Year Ended Tune 1
1998
$1,590,000
2013
$1,590,000
1999
1,590,000
2014
1,590,000
2000
1,590,000
2015
1,590,000
2001
1,590,000
2016
1,590,000
2002
1,590,000
2017
1,590,000
2003
1,590,000
2018
1,590,000
2004
1,590,000
2019
1,590,000
2005
1,590,000
2020
1,590,000
2006
1,590,000
2021
1,590,000
2007
1,590,000
2022
1,590,000
2008
1,590,000
2023
1,590,000
2009
1,590,000
2024
1,590,000
2010
1,590,000
2025
1,590,000
2011
1,590,000
2026
1,590,000
2012
1,590,000
2027
12,190,000
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 Chair 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
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 to the County in connection with
the issuance of the Bonds.
Section 8. INCIDENTAL ACTION. The Chair 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 Chair 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.
PASSED, APPROVED AND ADOPTED this/-
tiay of May, 1997.
2 ATTE T:
u
County Clerk an Recorder
EAGL OUN Y,COLORADO
By: R� /(�/
hair, Board of County Commissi ners
The motion to pass the foregoing Resolut' n was duly made by Commissioner
and seconded by Commissioner put to a vote and
carried upon the following vote:
adjourned.
(COUNTY
Commissioners voting "Yes ":
:a zL izn
Commissioners voting "No ":
The Chair thereupon declared the motion carried and the Resolution duly passed.
After consideration of other business to come before the Board, the meeting was
ATT T:
County Clerk and kecorder
Eagle County, Colorado
By:
Pair, Board of County Commissiot ers
Eagle County, Colorado
d�3
STATE OF COLORADO )
ss.
COUNTY OF EAGLE )
xflA _ County Clerk and Recorder of Eagle
County, Colorado, do hereby certify that the attached copy of Resolution No. 97- 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 13th day of May, 1997; that a true copy of
said Resolution has been authenticated by the signatures of the Chair 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 /cam day of May, 1997.
(COUNTY SEAL)
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"\ E- 65064/5 - 0024]6401
- �,
County Clerk and R corder
Eagle County, Colorado