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HomeMy WebLinkAboutR80-02 Sports Facility for Beaver Creek AssociatesEAGLE COUNTY, COLORADO is - RESOLUTION LNo 80-6k. Adopted: January 7, 1980 SUPPLEMENTING A RESOLUTION ADOPTED FEBRUARY 27, 1979, APPROVING A SPORTS FACILITIES FINANCING AGREEMENT WITH BEAVER CREEK ASSOCIATES, INC., A TRUST INDENTURE, A NOTE PURCHASE AGREEMENT AND A BOND PURCHASE AGREEMENT IN CONNECTION WITH THE ISSUANCE OF $14,300,000 AGGREGATE PRINCIPAL AMOUNT OF THE COUNTY'S SPORTS FACILITY 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 RATE OF INTEREST ON, THE BONDS, RE- QUESTING THE TRUSTEE TO AUTHENTICATE THE BONDS; DETERMINING REVENUES TO BE PAID FOR SUCH PROJECT; AUTHORIZING INVESTMENTS BY THE TRUSTEE; AUTHORIZING INCIDENTAL ACTION; AND REPEALING INCONSISTENT ACTIONS. WHEREAS, the County by resolution adopted February 27, 1979 (the "Authorizing Resolution ") approved a sports facility project (the "Project ") for Beaver Creek Associates, Inc. (the "Company ") , authorized the .issuance of its bonds pursuant to tho-: County and Municipality Development Revenue Bond Act (the "Act "), and determined that the Project will promote the public purposes of the Act; and WHEREAS, in furtherance of the Authorizing Resolution and to assist in the permanent financing of the Project, the County has determined to enter into a Sports Facilities Financing Agreement dated as of January 1, 1980 (the "Financing Agreement ") pursuant to which the County will (i) issue $14,300,000 aggregate principal amount of its bonds to be known as "Sports Facility Revenue Bonds (Beaver Creek Project), Series 1980" (the "Bonds "), and (ii) enter into a Note Purchase and Servicing Agreement dated as of January 1, 1980 (the "Note Purchase Agreement ") to use the proceeds of the Bonds to purchase the Company's Note evidencing a loan for the construction of the Project; and WHEREAS, the Bonds are to be issued under and pursuant to a Trust Indenture dated as of January 1, 1980 (the "Indenture ") to The First National Bank of Denver, as trustee (the "Trustee "); = and WHEREAS, Bear, Stearns & Co. and Montgomery Securities (the "Underwriters ") propose to purchase the Bonds at a price of 100% of the principal amount thereof for placement with certain institutions and to enter into a Bond Purchase Agreement (the "Bond Purchase Agreement ") with the County providing, among other things, for the payment to the Underwriters of fees aggregating $350,000, and the Company and its parent, Vail Associates, Inc., have approved such purchase and will join in said Bond Purchase Agreement; and WHEREAS, under the Authorizing Resolution, the terms and conditions of the Bonds must be set forth by supplemental resolution. NOW, THEREFORE, BE IT RESOLVED, by the Board of County Commissioners of Eagle County, Colorado, that: Section 1. APPROVAL.OF FINANCING AGREEMENT, INDENTURE, NOTE PURCHASE AGREEMENT AND BOND PURCHASE AGREEMENT. The forms of the Financing Agreement, the Indenture, the Note Purchase Agreement -. 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 substan- tially such forms upon the terms and conditions set forth therein with such changes therein as such officers shall app::o<re; suc:; 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; -2- (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. 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 Inden- ture is hereby approved; the Bonds shall be executed with the manual or facsimile signatures of the Chairman and the Clerk; and facsimiles of such signatures are hereby authorized and directed to be printed 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 Underwriters 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 14,300,000, shall be dated January 1, 1980, shall be issued as typewritten fully registered bonds without coupons in the denomination of $5,000 each or any multiple thereof, shall mature February 1, 1997 and shall bear interest at a rate not to -3- 7 a exceed 8 % per annum, payable February 1 and August 1 of each year commencing August 1, 1980; provided, that the maturity date, sinking fund redemption dates as set forth below, and semi - annual interest payment dates of the Bonds shall be subject to change after August 1, 1981 as provided in the form of Bonds and in Sections 2.01 and 5.03 of the Indenture. In accordance with Section 6 of the Act, the County hereby determines that the actual maximum net effective interest rate of the Bonds does not exceed the authorized maximum net effective interest rate therefor, which is set at8 % per annum. The numbers and provisions for redemption of the Bonds, the regis- tration 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. In accordance with the provisions of the Indenture, the Trustee shall establish a sinking fund into which the Trustee shall transfer the following amounts on or before the following dates: Year Year (February 1) Amount (February 1) Amount 1985 $ 500,000 1992 $ 11500,000 1986 500,000 1993 1,500,000 1987 500,000 1994 1,500,000 1988 500,000 1995 1,500,000 1989 500,000 1996 1,500,000 1990 500,000 1997 1,500,000 1991 600,000 Taking into account the retirement of Bonds on the foregoing date:: >, there will remain $1,700,000 aggregate principal amount of Bonds to be paid at maturity on February 1, 1997. Section 4. DETERMINATION OF REVENUES. In accordance with the Act, it is hereby determined that (a) in view of the ownership of the Project Facilities by the Company and the consequent subjection of the Project Facilities to ad valorem taxes, no amount is necessary for payments in lieu of taxes; (b) no more than the follow- ing amount will be paid_from Bond proceeds into the Debt Service Reserve Fund. Year Amount 1981 $2,137,500 and (c) no more than the following amounts,..in addition to the amounts set forth -in Section 3 hereof for the payment of sinking fund payments ar. -4- + l payment at final maturity, will be necessary for the payment of principal and interest on the Bonds: Year Interest Due Year Interest Due 1980 $ 667,330 1989 $ 964,000 1981 1,144,000 1990 924,000 1982 1,144,000 1991 880,000 1983 1,144,000 1992 796,000 1984 1,144,000 1993 676,000 1985 1,124,000 1994 556,000 1986 1,084,000 1995 436,000 1987 1,044,000 1996 316,000 1988 1,004,000 1997 128,000 TOTAL $ 15,175,330 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 requested 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 con- tained in the Indenture. 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 INDEBTEDNESS OF THE COUNTY OR THE STATE OF COLORADO OR ANY POLITICAL SUBDIVISION THEREOF WITHIN 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 S. 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, Note Purchase Agreement 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 fore- going Sections hereof. -5- 1 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 3 Commissioners at a public meeting of the Board of County Commissioners of Eagle County, Colorado, held this 7th day of January,-1980. County Commissioner [SEAL] Attest: ttiG� Zl County Clerk aM.