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HomeMy WebLinkAbout1979-37 Authorizing the Issuance and Sale by the Town of Vail of Its $10,500,000 Residential Facilities Notes~ y ORDINANCE N0. ~ 1 SERIES 1979 AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE BY THE TOWN OF VAIL, COLORADO, OF ITS $10,500,000.00 RESIDENTIAL FACILITIES NOTES (SECURED BY PLEDGE OF CONSTRUCTION LOAN), ' TO FINANCE RESIDENTIAL FACILITIES FOR LOW- AND MIDDLE- INCOME FAMILIES OR PERSONS; RATIFYING CERTAIN ACTION HERE- . TOFORE TAKEN; AUTHORIZING THE EXECUTION AND DELIVERY BY THE TOWN OF A FINANCING AGREEMENT, TRUST INDENTURE, AMENDATORY NOTE PURCHASE AGREEMENT, AND CLOSING DOCUMENTS; MAKING DETERMINATIONS AS TO "LOW- AND MIDDLE-INCOME FAMILIES AND PERSONS," AS TO THE SUFFICIENCY OF REVENUES AND AS TO OTHER MATTERS RELATED TO THE RESIDENTIAL FACILITIES; REPEALING ACTION HERETOFORE TAKEN IN CONFLICT HEREWITH; AND DECLARING AN EMERGENCY. WHEREAS, the Town of Vail, Colorado (the "Town"), is~a duly created political subdivision of the State of Colorado (the "State") organized and existing as a home rule municipality under the provi- sions of the Constitution of the State and Charter of the Town; and WHEREAS, the County and Municipality Development Revenue Bond Act, Article 3 of Title 29, Colorado Revised Statutes 1973, as amended (the "Act"), authorizes the Town to finance any land, build- ings or other improvement and all real or personal properties, whether or not in existence, which shall be suitable or used for or in connection with any residential facilities for low- and middle- income families or persons intended for use as the sole place of res- idence by the owners {the "Project"); and WHEREAS, the Town is authorized by the Act to enter .into financing agreements with others for the purpose of providing reve- nues to pay the securities authorized to be issued; and • • • WHEREAS, the Town is further authorized by the Act to issue notes evidencing a special obligation of the Town under the Act for the purpose of defraying the cost of financing the Project, to pay a portion of the interest on the notes payable on March 1, 1980, and all incidental expenses incurred in issuing such notes, and to secure payment of such notes as provided in the Act; and WHEREAS, the governing body of the Town (the "Town Council") has determined and does hereby redetermine that the Town is experiencing a serious shortage of housing for low- and middle-income families and persons; and WHEREAS, the Town does hereby find and determine that the acquisition of a Development Site (as defined in the Financing Agreement herein defined) and the construction of a Housing Development thereon (as defined in the Financing Agreement herein defined) under the terms of the Financing Agreement (as herein defined) will further the purposes of the Act and will benefit low- and middle-income persons and families; and WHEREAS, the Town Council has determined that the'~ublic health, welfare, safety, convenience, and prosperity of the Town and its residents require the issuance by the Town of its Residential Facilities Notes (Secured by Pledge of Construction Loan) in the aggregate principal amount of $10,500,000 (the "Notes"), to finance the acquisition of the Project Site and the construction of a Housing Development thereon (as defined in the Financing Agreement herein defined); and WHEREAS, by a resolution duly adopted on July 11, 1978, and an agreement duly executed pursuant thereto, and by a resolution adopted on April 17, 1979, the Town took official action toward the issuance of the Notes; and WHEREAS, pursuant to Ordinance No. 17, Series 1979, duly adopted on May 1, 1979, the Town entered into a note purchase agree- ment, dated May 1, 1979 (the "Note Purchase Agreement") with E. F. -2- • • • Hutton & Company, Inc. (the "Underwriter") for the purchase of the Notes; and WHEREAS, Ordinance No. 17, Series 1979, was duly published on May 4, 1979, which publication gave public notice of the issuance of the Notes; and WHEREAS, concurrently with the issuance of the Notes, Pitkin Creek Park, Inc., a Colorado corporation, with its principal office in Vail, Colorado ("Developer"), will enter into a financing agreement with the Town (the "Financing Agreement") providing for the construction of a condominium development by Developer on behalf of the Town; and WHEREAS, there have been presented to the Town Council (1) the proposed form of an agreement amending and supplementing the Note Purchase Agreement, (2) the proposed form of the Financing Agreement, and (3) the proposed form of Trust Indenture (the "Indenture") between the Town and The First National Bank of Denver as Trustee (the "Trustee"). ~~ p NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO: Section 1. All action (not inconsistent with the provi- sions of this ordinance) heretofore taken by the Town Council and the officers of the Town directed toward financing the Project and the issuance and sale of the Notes therefor be, and the same is hereby ratified, approved, and confirmed. Section 2. The Town shall finance the Project by issuing the Notes to acquire the Project Site and construct a Housing Development thereon (as defined in the Financing Agreement), to pay a portion of the interest on the Notes which becomes due and payablg on March 1, 1980, and to pay incidental issuance expenses. The proceeds of the Notes shall be deposited with the Trustee for disbursement in -3- ~ ~ ~ accordance with the provisions and conditions of the Indenture and the Financing Agreement. Section 3. There is hereby authorized and created to finance the Project as aforesaid, the "Town of Vail, Colorado, Residential Facilities Notes (Secured by Pledge of Construction Loan)," in the aggregate principal amount of $10,500,000.00, issuable as fully registered notes in the denominations of $5,000 and any integral multiple thereof, dated as of September 1, 1979 (except as provided in the Indenture), and which shall bear interest from 'such date at the rate of 7-1/2$ per annum payable on March 1, 1980, and semiannually thereafter on March 1 and September 1 of each year, and maturing on September 1, 1982. The Notes shall be payable and shall be in substantially the form as provided in the Indenture. Pursuant to the Note Purchase Agreement, as amended, the Notes shall be sold to the Underwriter at a private sale at a purchase price equal to,98.05~ of the principal amount of the Notes plus accrued interest from September 1, 1979, to the date of their payment and delivery. The net effective ir~terest rate on the Notes is 7.5$, which rate is hereby determined to be the maximum net effective interest rate on the Notes. Section 4. Pursuant to Section 29-3-103(10)(d) of the Act, the Town Council of the Town hereby finds and determines that "low- and middle-income persons and families" within the Town are persons and families with a Maximum Household Income of not to exceed $32,000, and that such persons and families lack the financial abil- ity to pay prices or rentals sufficient to induce private enterprise in the Town to build a sufficient supply of adequate, safe, and sani- tary dwellings without the special assistance afforded by the Act. The Maximum Purchase Price of a Unit within the Housing Development (as defined in the Financing Agreement) constructed hereunder, shall be $99,000, and in no event may such purchase price exceed $90 per square foot of occupied space, and after all Units have been sold, at least one-half of the total number of Units shall have been sold to -4- • • • purchasers whose Maximum Household Income does not exceed $25,000. Both the Maximum Household Income and the Maximum Purchase Price shall be adjusted annually in accordance with the increase or decrease in the Consumer Price Index, using the adjustment defined in the Financing Agreement. In addition, the Town Council of the Town hereby finds and determines that the making of the Construction Loan (as defined in the Financing Agreement) under the terms'of the Financing Agreement will both further the purposes of the Act and will benefit persons and families who lack the financial ability to pay prices or rentals sufficient to induce private enterprise in the Town of Vail to build a sufficient supply of adequate, safe, and sanitary dwellings without the special assistance afforded by the Act; and further that the terms and provisions of the Financing Agreement and of the Indenture are necessary to fulfill the public purposes of the Town's undertak- ing to finance the Project. Section 5. The following determinations and findings are hereby made in accordance with Sections 29-3-113, 29-3-11~, and 29-3-120 of the Act: (a) The amount necessary in each year to pay the principal of and the interest on the Notes is as follows: Annual Period to and Interest Principal to be Annual Debt Including for such Retired in such Service September 1 Period Period Requirement 1980 787,500 0 787,500 1981 787,500 0 787,500 1982 787,500 10,500,000 11,287,500 (b) Except as they are to be initially funded with the proceeds of the Notes, the revenues payable under the,, Financing Agreement are sufficient to pay, in addition to all other requirements of the Financing Agreement and this -5- • • • ordinance, all sums referred to in paragraph (a) of this Section. Section 6. The forms, terms, and provisions of the Financing Agreement, the Indenture, and the agreement amending and supplementing the Note Purchase Agreement be and they hereby are approved and either the Mayor or the Mayor Pro Tem is hereby autho- rized and directed to execute and deliver, and the Town Clerk to affix the Town seal to and to attest, such documents in substantially the forms heretofore filed with the Town Clerk, with such omissions, insertions, endorsements, and variations as to any recitals of fact or other provisions as may be required by the circumstances, be required or permitted by this ordinance or the Act, or be consistent with this ordinance and the Act, and as may be necessary or appropri- ate to conform to the rules and requirements of any governmental authority or any usage or requirement of law with respect thereto. Section 7. The form, terms, and provisions of the Notes, as set forth in the Indenture, be and they hereby are approved; and either the Mayor or the Mayor Pro Tem is hereby authorized and directed to execute the Notes and the Town Clerk is hereby authorized and directed to attest the Notes and each is authorized to deliver J the Notes. The seal of the Town is hereby authorized and directed to be affixed to the Notes. The signatures of the Town Clerk and the Mayor or the Mayor Pro Tem on the Notes shall be manual, and the corporate seal of the Town shall be affixed manually. Section 8. Either the Mayor or the Mayor Pro Tem is hereby authorized and directed to execute and deliver to the Trustee the request and authorization of the Town for the authentication and delivery of the Notes by the Trustee, in accordance with Section 2.07 of the Indenture. Section 9. The First National Bank of Denver is hereby appointed as Trustee and note registrar under the Indenture. Section 10. The officers of the Town shall take all action in conformity with the Act necessary or reasonably required by the -6- • • • Underwriter to effectuate the provisions of the Note Purchase Agreement, as amended, and shall take all action necessary or desir- able in conformity with the Act to carry out, give effect to, and consummate the transactions contemplated by this ordinance, the Financing Agreement, the Indenture, and the Note Purchase Agreement, as amended, including, without limitation, the execution and delivery of any necessary closing documents in connection with the sale and delivery of the Notes. Section 11. The cost of financing the Project shall be paid out of the proceeds of the Notes, and none of the Notes shall be the general obligations of the Town, nor shall any of the Notes, including interest thereon, constitute the debt or indebtedness of the Town within the meaning of any provision or limitation of the Constitution or statutes of the State of Colorado or of the charter of the Town. Nothing contained in this ordinance or in the Notes, Financing Agreement, Indenture, Note Purchase Agreement, as amended, or any other instrument shall constitute or give rise to a pecuniary liability or a charge upon the general credit or taxing powers-pf the Town. The breach of any agreement contained in this ordinance or any of the above-mentioned instruments shall not impose any pecuniary liability upon the Town or any charge upon its general credit `or against its taxing powers, the Town having no power to pay out of its general fund or otherwise contribute any part of the costs of financ- ing the Project and no power to operate the properties which comprise the Project as a business or in any manner. The Town shall not con- demn any land or other property for the properties comprising the Project or contribute any land or other property to the properties comprising the Project. Section 12. After any of the Notes are issued, this ordi- nance shall be and remain irrepealable until the Notes and the inter- est thereon shall have been fully paid, canceled, and discharged. Section 13. The Town Representative as defined in the Financing Agreement is hereby authorized to act for the Town where -7- ~ r ~ the Town consent or approval is required by the Financing Agreement and where such actions are consistent with or required by previous official Town action. Richard Caplan is hereby designated as the Town Representative. Section 14. If any section, paragraph, clause, or provi- sion of this ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this ordinance. Section 15. All bylaws, orders, resolutions, and ordi- nances, or parts thereof, inconsistent herewith and with the docu- ments hereby approved, are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any bylaw, order, resolution, or ordinance, or part thereof. Section 16. By reason of the introduction on April 25, 1979, in the United States House of Representatives of H. R. 3712, the extreme market uncertainties created thereby, the consequent risk that the Notes cannot be later issued and sold to achieve the desired results, and the urgent shortage of and need for residential housing facilities for low- and middle-income families and persons in the Town, the Town Council finds that this ordinance is necessary for the immediate preservation of public property and the public health, wel- fare, peace and safety. An emergency is declared to exist, and this ordinance shall be in full force and effect upon its final passage at this meeting. This ordinance shall be published once within ten days -8- • ~ • after passage in a newspaper of general circulation in the Town. INTRODUCED, READ BY TITLE, FINALLY ADOPTED, AND ORDERED PUBLISHED THIS 11TH DAY OF SEPTEMBER 1979. ~~~ MAYOR [SEAL] ATTEST: ~~ ~/ 0 C L El~{- .~ -9- ,•~ Whereupon it was moved by Council Member and seconded by Council Member that all rules of the Town Council which might prevent, unless suspended, the final passage and adoption of said ordinance at this meeting be, and the same hereby are,~suspended for the purpose of permitting the final passage and adoption of said ordinance at this meeting. The motion was put to a vote, the vote being as follows: Those Voting Yes: Those Voting No: Those Absent: A motion to adopt made by Council Member Council Member being as follows: Those Voting Yes: the foregoing ordinance was then duly and duly seconded by was put to a vote, the vote Those Voting No: Those Absent: Thereupon the Mayor declared said motion carried and said ordinance duly passed and adopted, according to the procedures required for the passage of an emergency ordinance. -10- . ~ ... After action on business not related to the foregoing resolution, on motion duly made, seconded and adopted, the meeting thereupon adjourned. 1 Mayor ' [SEAL] Attest: ~~~ Town Clerk PUBLISHED in full in The Vail Trail on the ~~ 1979. ~ G Mayor ~ [SEAL] Attest: ~'v l ~~~i~~~~_ C/ Town Cler k day of ~' ~ -11- .' • j ' ~ • STATE OF COLORADO ) COUNTY OF EAGLE ) SS. TOWN OF VAIL ) a~ ~' ~ 7 The Town Council of the Town of Vail, Colorado, met in a duly called, open special session pursuant to due notice and in full conform with law and the ordinances and rules of the Council, at in Vail, Colorado, on Tuesday, September 11, 1979, at ~/~ ~ There were resent at said meetin the followin / P P 9 9. constituting a quorum: Present: Mayor: Other Council Members: Absent: constituting all the members thereof. There were also present: Town Clerk: Colleen Kline Town Attorney: Lawrence C. Rider Council Member introduced the following ordinance which was read by title and is as follows: • • • STATE OF COLORADO ) COUNTY OF EAGLE ) SS. TOWN OF VAIL ) I, Colleen Kline, the duly qualified and acting Town Clerk of the Town of Vail, Colorado, do hereby certify: 1. The foregoing pages numbered 1 to 11, inclusive, are a . true, perfect and complete copy of the record of proceedings of the r Town Council of the Town of Vail had and taken at a lawful special meeting of the Council held at ~ R'~ in Vail, Colorado, on Tuesday, September 11, 1979, commen ng at the hour of ~~~, p.m., as recorded in the regular official book of the proceedings of the Town kept in my office. Said proceedings were duly had and taken as therein shown, the meeting therein shown was duly held, and the per- sons therein named were present at said meeting as therein shown. 2. All members of the Town Council were duly notified of , said meeting, pursuant to law. IN WITNESS WHEREOF, I have hereu o set my hand and ,affixed s the seal of the Town this ~ day of 1979. / J (SEAL) ~~ / Town Clerk n~~ . ,, -12-