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2003-15 Authorizing the Issuance and Sale of the Town of Vail Variable Rate Demand Multi-Family Housing Revenue Senior Bonds, Series 2003A
• ORDINANCE NO. 15, SERIES OF 2003 AN ORDINANCE OF THE COUNCIL OF THE TOWN OF VAIL, COLORADO, AUTHORIZING THE ISSUANCE AND SALE OF THE (i) TOWN OF VAIL, COLORADO VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE SENIOR BONDS (MIDDLE CREEK VILLAGE APARTMENTS PROJECT) SERIES 2003A IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $16,630,000, (ii) TOWN OF VAIL, COLORADO MULTIFAMILY HOUSING REVENUE SUBORDINATE BONDS (MIDDLE CREEK VILLAGE APARTMENTS PROJECT) SERIES 2003B IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $875,000 AND (iii) TOWN OF VAIL, COLORADO TAXABLE MULTIFAMILY HOUSING REVENUE SUBORDINATE BONDS (MIDDLE CREEK VILLAGE APARTMENTS PROJECT) SERIES 2003-T IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,000,000; APPROVING A TRUST INDENTURE, A LOAN AGREEMENT, A BOND PURCHASE AGREEMENT A BOND PLACEMENT AGREEMENT, AND OTHER DOCUMENTS NECESSARY TO ISSUE THE BONDS; PROVIDING DETAILS CONCERNING THE BONDS AND FUNDS APPERTAINING THERETO; RATIFYING ACTS PREVIOUSLY TAKEN CONCERNING SAID BONDS; REPEALING ALL PROCEEDINGS IN CONFLICT HEREWITH; AND PROVIDING FOR OTHER MATTERS RELATING THERETO. • WHEREAS, the Town is a public corporation and political subdivision of the State, acting as a home rule town under its Charter; and WHEREAS, the Councilmen and Mayor have been duly elected or appointed and qualified; and WHEREAS, the Council on December 18, 2001 adopted Resolution No. 15 Series 2001 declaring its intent to issue multifamily housing revenue bonds to provide financing for the Project; and WHEREAS, the Council deems it necessary at this time to authorize the issuance of the Series 2003A Bonds in an aggregate principal amount not to exceed $16,630,000, the Series 2003B Bonds in an aggregate principal amount not to exceed $875,000, and the Series 2003-T Bonds in an aggregate principal amount not to exceed $1,000,000, all in order to fund the Loan pursuant to the Charter, the Act and the Securities Act; and Ordinance No. 15, Series 2003 • • • WHEREAS, the Council has determined and does hereby determine that the limitations of the Charter, the Act and the Securities Act imposed upon the issuance of the Bonds have been met and that the funding of the Loan will provide more adequate residential housing facilities for low- and middle income families and persons; and WHEREAS, the Council deems it necessary at this time to issue the Bonds, the net proceeds of which will be used to fund the Loan, which will be used by the Borrower for the purposes of financing the acquisition, development and construction of the Project, funding certain funds under the Indenture and paying for costs and expenses related to the approval, issuance and sale of the Bonds; and WHEREAS, there have been presented to the Council proposed forms of this ordinance, as well as, (i) the Indenture, (ii) the Loan Agreement, (iii) the Regulatory Agreement, (iv) the Placement Agreement, and (iv) the Purchase Agreement. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE TOWN OF VAIL, COLORADO: Section 1. Definitions. The terms defined in this section shall have the designated meanings for all purposes of this ordinance and of any amendatory or supplemental ordinance, except where the context by clear implication requires otherwise. "Act" means the County and Municipality Development Revenue Bond Act, Sections 29- 3-101 et. seq., Colorado Revised Statutes, as amended from time to time. "Bonds" means the Series 2003A Bonds ,the Series 2003B Bonds, and the Series 2003-T Bonds. "Borrower" means Middle Creek Village, LLC. "Charter" means the Home Rule Charter of the Town. "Code" means the Internal Revenue Code of 1986, as in effect on the date of delivery of the Bonds. "Council" means the Council of the Town. "Documents" means the Indenture, Loan Agreement, the Regulatory Agreement, the Placement Agreement and the Bond Purchase Agreement. "Indenture" means the Trust Indenture by and between the Town and the Trustee. Ordinance No. 15, Series 2003 2 • • • "Loan" means the loan from the Town to the Borrower of the proceeds from the sale of the Bonds for the purposes of financing the Project, as more fully described in the Loan Agreement, and paying for the costs and expenses related to the approval, issuance and sale of the Bonds. "Loan Agreement" means the Loan Agreement by and between the Town and the Borrower. "Mayor" means the Mayor of the Town. "Placement Agent" means Coughlin & Company, Inc. "Placement Agreement" means the Bond Placement Agreement by and among the Town, the Placement Agent and the Borrower. "Project" means the multifamily housing apartments project financed by the Loan, as more fully described in the Loan Agreement. "Purchase Agreement" means the Bond Purchase Agreement, by and among the Town, the Borrower and the Underwriter. "Regulatory Agreement" means the Regulatory Agreement by and among the Town, the Borrower and the Trustee. "Securities Act" means article 57, title 11, Sections 201, et. seq. of the Colorado Revised Statutes, as amended from time to time. "Series 2003A Bonds" means the Town of Vail, Colorado, Variable Rate Demand Multifamily Housing Revenue Senior Bonds (Middle Creek Village Apartments Project) Series 2003A to be issued pursuant to this ordinance and the Indenture. "Series 2003B Bonds" means the Town of Vail, Colorado Multifamily Housing Revenue Subordinate Bonds (Middle Creek Village Apartment Project) Series 2003B to be issued pursuant to this ordinance and the Indenture. "Series 2003-T Bonds" means the Town of Vail, Colorado, Taxable Multifamily Housing Revenue Subordinate Bonds (Middle Creek Village Apartments Project) Series 2003-T to be issued pursuant to this ordinance and the Indenture. "State" means the State of Colorado. "Tax Certificate and Agreement" means that certain Tax Certificate and Agreement of the Town dated as of the date of the issuance of the Bonds. Ordinance No. 15, Series 2003 3 • • "Town" means the Town of Vail, Colorado, a municipal corporation and political subdivision of the State of Colorado. "Trustee" means The Bank of Cherry Creek, a branch of Western National Bank, or its successors and assigns, acting as registrar, tender agent, transfer agent and paying agent for the Bonds. "Underwriter" means Wells Fargo Brokerage Services, LLC. Section 2. Ratification. All action not consistent with the provisions of this ordinance heretofore taken by the Council and the officers of the Town directed toward the placement, sale and issuance of the Bonds for the purposes stated above be, and the same is hereby ratified, approved and confirmed. Section 3. Authorization. For the purpose of providing funds for the Loan, the Town shall issue, in accordance with its Charter, the Act and the Securities Act, the Series 2003A Bonds in the aggregate principal amount not to exceed $16,300,000, the Series 2003B Bonds in the aggregate principal amount not to exceed $875,000, and the Series 2003-T Bonds in the aggregate principal amount not to exceed $1,000,000. Section 4. Bond Details. The Bonds shall be issued in fully registered form (i.e., registered as to payment of both principal and interest). The Bonds shall be in substantially the form provided in the Indenture. The Bonds shall be issued in denominations of $5,000 and integral multiples thereof, shall be numbered, shall be dated, shall mature, shall pay principal, shall bear and pay interest, shall be subject to redemption prior to maturity and shall be subject to registration, transfer, and exchange, all as set forth in the Indenture. The interest rate on the Series 2003A Bonds shall not exceed ten percent (10%) and the final maturity of the Series 2003A Bonds shall not be after August 1, 2043. The interest rate on the Series 2003B Bonds shall not exceed nine percent (9%) and the final maturity of the Series 2003B Bonds shall not be after August 1, 2043. The interest rate on the Series 2003-T Bonds shall not exceed nine percent (9%) and the final maturity of the Series 2003-T Bonds shall not exceed August 1, 2043. Section 5. Limited Oblisations. THE BONDS SHALL CONSTITUTE SPECIAL, LIMITED OBLIGATIONS OF THE TOWN PAYABLE SOLELY OUT OF THE MONIES PAYABLE UNDER THE LOAN AGREEMENT AS PROVIDED IN THE INDENTURE. THE BONDS SHALL NOT CONSTITUTE THE DEBT OR INDEBTEDNESS OR AMULTIPLE-FISCAL YEAR OBLIGATION OF THE TOWN OR THE STATE WITHIN Ordinance No. 15, Series 2003 4, • • THE MEANING OF ANY PROVISION OR LIMITATION OF THE CONSTITUTION OR STATUTES OF THE STATE. THE BONDS SHALL NOT CONSTITUTE THE DEBT OR INDEBTEDNESS OR AMULTIPLE-FISCAL YEAR FINANCIAL OBLIGATION OF THE TOWN, THE STATE OR ANY COUNTY, MUNICIPALITY OR POLITICAL SUBDIVISION OF THE STATE. THE BONDS SHALL NOT CONSTITUTE OR GIVE RISE TO ANY PECUNIARY LIABILITY OR FINANCIAL OBLIGATION WHATSOEVER OR A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWERS OF THE TOWN, THE STATE OR ANY COUNTY, MUNICIPALITY OR POLITICAL SUBDIVISION OF THE STATE. Section 6. Execution of Bonds: Simatures. The Bonds shall be executed on behalf of the Town by the manual or facsimile signature of the Mayor, sealed with the corporate seal of the Town or a facsimile thereof, and attested by the manual or facsimile signature of Town Clerk of the Town. In case any person who shall have signed (whether manually or by facsimile) any of the Bonds shall cease to be in an official capacity of the Town before the Bonds have been authenticated or delivered or sold, such Bonds with the signatures thereto affixed may, nevertheless, be authenticated and delivered, and maybe sold by the Town, as though the person or persons who signed such Bonds had remained in office. Section 7. Form of Bonds and Trustee's Certificate of Authentication. The Bonds and Trustee's authentication certificate in the forms set forth in Exhibit A attached to the Indenture and herein incorporated by reference are hereby approved, with such changes as are authorized herein in Section 10. Section 8. Annointment of Trustee as Custodian. Pursuant to the provisions of the Act, the Trustee is appointed custodian of all Town moneys deposited in funds created by and subject to the Lien of the Indenture, and is not required to provide any surety bond therefore, except as may otherwise be provided by the Indenture under certain circumstances. Section 9. Annrovals. Authorizations. and Amendments. The forms of the Documents are hereby approved. The Town shall enter into and perform its obligations under the Documents in the forms of each of such documents presented to the Council prior to this meeting with such changes, additions and completions thereto as shall be approved by the Town Manager or Acting Town Manager, in consultation with the Town Attorney and bond counsel; the Town Manager, or Acting Town Manager is hereby authorized and directed to approve such changes, additions and completions to the Documents as necessary to effectuate the purposes of Ordinance No. 15, Series 2003 5 • • • this ordinance; and the Mayor and Town Clerk of the Town, are each hereby authorized to execute and deliver the Documents and such other documents, instruments or certificates (including, without limitation, a tax certificate and agreement, a remarketing agreement and an intercreditor agreement) as are deemed necessary or desirable by the Town Manager, Acting Town Manager or Town Attorney and bond counsel in order to issue and secure the Bonds, and the Town Clerk of the Town is hereby authorized to attest and to affix the seal of the Town thereto. Such documents are to be executed in the forms hereinabove approved, provided that such documents may be completed, corrected or revised as deemed necessary by the parties thereto in order to carry out the purposes of this ordinance. Copies of all of the documents shall be delivered, filed and recorded as provided therein. The proper officers of the Town are hereby authorized and directed to prepare and furnish to bond counsel certified copies of all proceedings and records of the Town relating to the Bonds and such other affidavits and certificates as may be required to show the facts relating to the authorization and issuance thereof as such facts appear from the books and records in such officers' custody and control or as otherwise known to them. The approval hereby given to the documents referred to above includes an approval of the maximum principal amounts, interest rates and not to exceed maturity dates of each series of the Bonds, and all additional details therein as may be necessary and appropriate for their completion, for deletions therefrom and for additions thereto as may be approved by the Town Manager, or Acting Town Manager, the Town Attorney, bond counsel and the Mayor prior to the execution of the documents. The execution of any document by the appropriate officers of the Town herein authorized shall be conclusive evidence of the approval by the Town of such instrument in accordance with the terms hereof. As required under the Act, the Council hereby determines that (1) the amount necessary in each year to pay the principal of and the interest on the Bonds will be set forth in the Indenture and the Loan Agreement, (2) no reserve funds outside of those established in the Indenture and the Loan Agreement need to be established and funded by the Town in connection with the retirement of the Bonds or the maintenance of the Project, (3) under the terms and conditions of the Loan Agreement, and other documents, the Borrower is required to maintain the Project, to carry all proper insurance with respect thereto and to pay the taxes which the taxing entities are entitled to receive from the Borrower, and (4) the payments required under the Ordinance No. 15, Series 2003 6 • • • Loan Agreement are sufficient to pay the principal of and interest on the Bonds when due, and to pay all other costs required under the Loan Agreement. Section 10. Contract with Bondholders. After any of the Bonds have been issued, this ordinance shall constitute a contract between the Town and the owner or owners of the Bonds and shall be and remain irrepealable until the Bonds and the interest thereon shall have been fully paid, satisfied and discharged. Section 11. Severability: Reconsideration. If any section, paragraph, clause or provision 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. The Council hereby declares that this ordinance providing for the financing of the Project is necessary for the immediate preservation of the public peace, health and safety of the Town. Accordingly, this Ordinance is not subject to referendum under the Charter. Section 12. Repealer. All acts and ordinances in conflict with this ordinance are hereby rescinded, annulled and repealed. This repealer shall not be construed to revive any act or ordinance, or part thereof, heretofore repealed. Section 13. Limitation of Actions. Under the Act, no action may be brought questioning the legality of this ordinance, the Indenture, the Loan Agreement or the Bonds on and after thirty (30) days from the effective date of this ordinance. Ordinance No. 15, Series 2003 ~ • • • INTRODUCED, READ, APPROVED, AND ORDERED PUBLISHED ONCE IN FULL ON FIRST READING this 17th day of June, 2003 and a public hearing shall be held on this Ordinance on the 1st of July, 2003, at 6:00 p.m. in the Council Chambers of the Vail Municipal Building, Vail, Colorado. ~~ ~~~ _ Ludwig~urz, Mayor ATTEST: Lbr~ei naldson, Town Clerk ~~ ~ ~'~ ( S~'.t-'~+' ~t~~a~ READ AND APPROVED ON SECOND READING AND ORDERED PUBLISHED 1 S` this day of July, 2003. ATTEST: a~;~~ orel~ Donaldson, Town Clerk-~ ~~ ~~~ ig I~rz, Mayor ~~ ~~! \~t®R~~ Ordinance No. 15, Series 2003 ~ ~ • AGENDA EVENING MEETING 6 P.M. TUESDAY, JULY 1, 2003 NOTE: Times of Items are approximate, subject to change, and cannot be relied upon to determine at what time Council will consider an item. 1. ITEM/TOPIC: Citizen Participation (5 min.) 2. ITEMtTOPIC: Consent Agenda re: June 3 and June 17 Evening Meeting Agendas (5 min.) 3. Mike McGinness ITEMROPIC: Tax Exempt Financing Reclamation Act (TEFRA) Hearing Matt Mire to meet the technical requirements of the lntemal. Revenue Service Code Nina Timm (15 min.) ACTION REQUESTED OF COUNCIL: Conduct the public hearing to satisfy the Internal Revenue Service code. BACKGROUND RATIONALE: The TEFRA Hearing is an Internal Revenue Serotce code requirement in order to obtain tax-exempt status for the Private Activity Bonds being issued for Middle Creek Village. The Town of Vail, as oondu(t Issuer, must condud this public hearing in order to satisfy the Internal Revenue Service requirements. RECOMMENDATION: Condud the public TEFRA Hearing in order to obtain tax-exempt status for the Private Activity Bonds for Middle Creek Village. 4. Judy Camp iTEMROPIC: November Election Discussion (30 min.) Pam Brandmeyer ACTION REQUs ~ eD OF COUNCIL: Provide staff direction on ballot preparation and/or additional fact-finding. BACKGROUND RATIONALE: The Town Council has been evaluating a list of possible ballot options for the upcoming November eledion. During the June work sessions, those options were narrowed to a ballot measure that would seek support for a modest property tax increase to be used to build and equip a new fire station in West Vail and renovate the existing fire station at Main Vail. The election timetable requires first reading of a ballot ordinance at the August 5 evening meeting. STAFF RECOMMENDATION: Staff recommends preparation of a ballot measure that covers the cost of constructing, equipping and staffing a third fire station as well as renovation of the Main Vail fire station. ~~ , ; oat s ~ .. ~ ; ~ 4i ~wi. ~ ~{ AqQ t+w~[u~~ ~,~tiq re~Uw~tnp,~ ~,~ , ~~~ ~; ms's ~ ~~k 193 ~ ~ ' ' Pone. : ', ~~ G~- a~ 'a1l~SMM1 ` ~ 1t1 ~; ~ eu~lia , tM 8~r ExMIpIF A atl~i>7~f' M-W~ g9c6~ktw ~ 3~ .2603.1' i1c4~ oorAontad by erl4rr~w 14fRiNnlby #PAt~MM1i wrkh' '. ~~ ~ ~a ~-''~ -~ ,Ar.*~ of 3ru~3~M.'~ R~io,pt..x • , ~6t,' w arm w~tlpr, ~ #M ~, ~ ~ ~ ~' ~z~.~' w F ate. ~'' ... ....: '. ,~. ~~ll ~' fdG%"+itlaMlY.° .,~g~:iyr,``~~ fy,p' ~.vS.ya rwyp~'.'.a %W~Y4 ~. 1Y"r .~ 4M ~~'~'~~M+ypgiviµdPrt'Y. .* off ~w.~i.4..4..w~t~..4r. ~_1L_~ll:e_, ^ ........... ...".A`a~...i SL:~Lr. .~.~..~. .. ._ ~; i. ~ ~. N_ 19 5 NCTICB QF PUBLIC HEARINQ ~~I ~~ Bt~Nt~B 811 ![I .F ,~w~lVN w~"MA11., C4?IAfaADO KVN~AOE D68 - FC1~`MID PROOF OF PUBLICATION A PM~1 "" PFI~C1 STATE OF COLORADO ~ 1 ~ i f~ i C N E SS a fN t u[1d ~ t o ~~C (the.. •7a~vn') oval ocnduct a puq:~ . ~ r COUNTY OF EAGLE ~ R ~, o~nar~d~ _ _ e ~" ~ m I, Steve Pope, do solemnly swear that I am the Publisher of The Vail Daily, that the same daily newspa- per printed, in whole or in part and published in the County of Eagle, State of Colorado, and has a general circulation therein; that said newspaper has been published continuously and uninterruptedly in said County of Eagle for a period of more than fifty-two consecutive weeks next prior to the first publication of the annexed legal notice or advertisement; that said newspaper has been admitted to the United States mails as a periodical under the provisions of the Act of March 3, 1879, or any amend- ments thereof, and that said newspaper is a daily newspaper duly qualified for publishing legal notices and advertisements within the meaning of the laws of the State of Colorado. That the annexed legal notice or advertisement was published in the regular and entire issue of every number of said daily newspaper for the period of ............~... consecutiv 'nsertions; and that the first publication of said notice was in the issue of said newspaper dated .......... ....~~...... A.D...~~...f~Q.,~..... and that the last publication of said.notice was in the issue of said newspaper date~9.~~~~....~.~. A.D..........~~.~...... In witness whereof I have hereunto set my hand this .......ll.... day of ....... .... ...........~... ~ .Q. iA' aoo~e 11isf'~ iin Beu,ran utlq~ta~ AA be p~titsd es ~ ttrk' r~orrow- u.. us ":lroitt~d 10 N° _ 192 PROOF OF PUBLICATION STATE OF COLORADO SS. COUNTY OF EAGLE I, Steve Pope, do solemnly swear that I am the Publisher of The Vail Daily, that the same daily newspa- per printed, in whole or in part and published in the County of Eagle, State of Colorado, and has a general circulation therein; that said newspaper has been published continuously and uninterruptedly in said County of Eagle for a period of more than fifty-two consecutive weeks next prior to the first publication of the annexed legal notice or advertisement; that said newspaper has been admitted to the United States mails as a periodical under the provisions of the Act of March 3, 1879, or any amend- ments thereof, and that said newspaper is a daily newspaper duly qualified for publishing legal notices and advertisements within the meaning of the laws of the State of Colorado. That the annexed legal notice or advertisement was publjshed in the regular and entire issue of every number of said daily newspaper for the period of ................. consecuti 'nsertions; and t at the first ~ publication of said notice was in the issue of said newspaper dated .... .. ........~~...' ............... A.D. .Q..~....... and that the last ublication of said,notice was m the i~ a of said newspaper ~ /y~ dat .. ......~..........A.D....... (.eL/..~............ i In witness whereof I have hereunto set my hand this .... ~/... day of ...... ........... ..~..~~ i , ~ / I ~. r s p.9a+M~Mn, ~anm,~'duh. FIEAP AND APPROVED ON &ECQMA REA~r~WO'' ~1tJ©ORDERt=I) PUg41SHEp'tM~ r'~ ,:of.hr ~' ~' 11TTES7: 4P~Y ~y Mayor 4orelsl R~11eMd Irt . _ ~ 4, 2Q08 ',