HomeMy WebLinkAbout1986-22 Supplementing Ordinance 19, Series 1986TOWN OF VAIL, COLORADO
RESOLUTION NO. ,~~
Series of 1986
A RESOLUTION SUPPLEMENTING ORDINANCE NO. 19, SERIES OF
1986; DETERMINING THE PRINCIPAL AMOUNT, BOND NUMBERS,
PROVISIONS FOR REDEMPTION AND MATURITIES OF, AND RATES
OF INTEREST ON $2,b00,000 OF THE TOWN"S SPORTS
FACILITIES REVENUE REFUNDING BONDS (VAIL ASSOCIATES
PROJECT), SERIES 1986; DETERMINING REVENUES TO BE PAID
FOR SUCH PROJECT; WAIVING LETTER OF CREDIT REQUIREMENT;
AUTHORIZING INCIDENTAL ACTION; AND REPEALING
INCONSISTENT ACTIONS.
WHEREAS, the Town Council by Ordinance No. 29, Series
of 1981, approved a sports and recreational facilities project
the "Project"} for Vail Associates, Inc. (the "Company")
pursuant to the County and Municipality Development Revenue Bond
Act {the "Act"} and issued $2,600,000 aggregate principal amount
of "Sports Facilities Revenue Bonds (Vail Associates Project},
Series 1981 (the "1981 Bands") which have been called for
redemption on September 1, 1986 pursuant to the terms of the
Trust Indenture under which such 1981 Bonds were issued; and
WHEREAS, the Town Council by Ordinance No. 19, Series
of 1985, finally passed July 29, 1986, approved the refinancing
of the Project and its related casts pursuant to the Act; and
WHEREAS, the Town has approved a Sports Facilities
Refinancing Agreement dated as of August 1, 1986 (the
Agreement") with the Company and has determined to refinance the
Pz~aject and its related costs by the issuance and delivery of
2,600,000 in aggregate principal amount of its bonds to be known
as Sports Facilities Revenue Refunding Sands (Vail Associates
Project), Series 1985" (the "Bonds"), to RepublicBank Dallas,
National Association (the "Lender"); and
WHEREAS Ordinance No. 19, Series of 1986, authorized
the issuance of the Bonds and the determination of final terms
thereof by subsequent resolution of the Town Council.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF
THE TOWN OF VAIL, COLORADO, that:
Section 1. APPROVAL OF AGREEMENT.
Agreement among the Town, the Company and the
this meeting (copies of which shall be filed
The form of the
Lender presented to
with the records of
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f a
the Town) are hereby approved, and the Mayor of the Town {the
Mayor") is hereby authorized to execute and deliver, and the
Town Clerk of the Town {the "Clerk") is hereby authorized to
affix the seal of the Town where appropriate ta, 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 Lender), such
approval to be evidenced by their execution thereof. The
appointment of First Interstate Bank of Denver, N.A., as Escrow
Agent under the Agreement, is hereby confirmed.
In accordance with the requirements of the Act, the
Town hereby determines that the following provisions shall be as
set forth in the farm of Agreement 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 refinancing the Project;
b) The creation of funds or accounts 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 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 Lender such properties,
rights, powers and duties as the Issuer determines and
limiting the rights, duties and powers of the Lender;
g) The rights and remedies available in case of
a default to the Lender under the Agreement;
h) The fixing and collection of revenues from
the Project; and
i) The maintenance and insurance of the Project.
Section 2. TERMS OF BONDS. The Bonds shall be dated
as of their actual date of delivery, shall be in the aggregate
principal amount of $2,600,000, and shall be issued in
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typewritten, fully registered form. The Bonds shall mature,
subject to prior prepayment, on September 1, 1996.
All prepayment provisions of the Bonds shall be as
contained in the farm of Agreement previously approved, the terms
of which are hereby reconfirmed.
Determination of Variable Interest Rate.. The Bonds
shall bear interest from the date of delivery at an annual per
centum rate equal to the Variable Rate ("Variable Rate"),
calculated in accordance with the Agreement and determined by the
following formula:
Variable Rate = [Base Rate + 1.766)-[Base Rate x
1.00-5)x Rj
As used in the Bonds, the following terms shall have
the meaning set forth below:
Prime Rate" means the prime rate of interest
expressed as a percentage) of RepublicBank Dallas, National
Association as declared from time to time by RepublicBank Dallas,
National Association, it being understood that such prime rate
may not be the lowest •rate of interest charged by RepublicBank
Dallas, National Association.
Base Rate" means the Prime Rate minus X,00.
Maximum Amount" means the maximum amount of interest
which, under applicable law, the Lender is permitted to charge on
the outstanding principal of the Bonds.
R" means the highest marginal income tax rate
expressed as a decimal) imposed on the taxable income of
corporations pursuant to Section 11 or any successor provisions
of the Internal Revenue Code of 1954, as amended (the "Code"),
with respect to the taxation of income of national banks.
S" means the percentage exclusion (expressed as a
decimal) for financial institution preference items pursuant to
a) Section 291{a}{3) of the Code or any successor or similar
provision, or {b) any other provision enacted after May 1, 1985,
limiting the deductibility to the registered owner of the Bonds
of interest incurred in connection with the acquiring or owning
of tax exempt bonds, as in effect from time to time.
Notwithstanding the foregoing, neither the Variable
rate nor the Fixed Rate {as hereinafter defined) shall ever
exceed a rate that would cause the net effective interest rate
from the date of initial delivery of the Bond to the date of
maturity or earlier prepayment of the Bond to exceed the lesser
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of (a) 45% per annum or {b) the maximum rate permitted by law
the "Maximum Rate").
Determination of Fixed Interest Rate. Prior to
September 1, 1991, at the option of the Company and subject to
certain conditions set forth in the Bonds, the interest on the
Bonds may be converted to a Fixed Rate ("Fixed Rate") to be
calculated in accordance with the following formula:
Fixed Rate = [Fixed Sase Rate + 1.786%] - [Fixed Base
Rate x (1.00-5) x R]
Fixed Base Rate" means a rate of interest per annum
equal to 105% of the rate of interest stated as the current U.S.
Treasury Notes and Bonds - Constant Maturities, for like
maturities, set forth in the mast recent publication of the
weekly Federal Reserve Statistical Release of Selected Interest
Rates, Publication Number H-15($19}, published each week by the
Federal Reserve Board of Governors (or any successor publication
published by the Federal Reserve Board of Governors).
Section 3. DETERMINATION OF REVENUES. In accordance
with the Act, it is hereby determined that (a) no amount is
necessary for payment into any reserve fund for retirement of the
Bonds and maintenance of the Praject 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 45% per annum, no more than the follawing
amounts will be necessary for the payment of principal and
interest an the Bands:
Year Ending September 1 Year Ending September 1
1987 1,170,000 1992 1,320,000
1988 1,170,000 1993 1,151,250
1989 1,170,000 1994 982,500
1990 1,420,000 1995 813,750
1991 1,307,500 1996 870,000
Section 4. WAIVER OF LETTER OF CREDIT REQUIREMENT. In
view of the circumstances surrounding the delivery of the Bonds
to the Lender, which is a financial institution, and its
representation in the Agreement that it will not transfer the
Bonds except to another financial institution, the provision in
the Town's Industrial Development Revenue Bond Policy,
implementing Ordinance No. 15, Series of 1985 (the "Town
Policy"), requiring a letter of credit from a major financial
institution guaranteeing full payment of the principal and
interest on the Bonds is hereby waived for this bond issue;
however, such waiver shall not be construed as a waiver of this
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requirement as to any subsequent bond issue which shall be
subject to the Town Policy.
Section 5. INCIDENTAL ACTION. The Mayor, Town
Manager, Finance Director and Town Clerk of the Town are hereby
authorized and directed to execute and deliver such other
documents, including acceptances and conveyances of property
interests, and to take such other action as may be necessary or
appropriate in order to effectuate the execution and delivery of
the aforesaid Agreement, (including the approval of changes in
such documents which the Town's counsel approves and which do not
alter the basic terms and substance of the proposed transactions,
such approval to be evidenced by the execution by such officers),
the performance of the Town"s obligations thereunder. and the
issuance and delivery of the Bonds to the Lender, all in
accordance with the foregoing Sections hereof and the provisions
of Ordinance No. 19, Series of 1986.
Section 6. REPEALER. All acts, orders, resolutions,
or parts thereof, taken by the Town 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 7. RESOLUTION IRREPEALABLE. After the Bands
are issued and outstanding, this Resolution shall constitute a
contract between the Town and the Lender or other owner 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 B. 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.
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Section 9. EFFECTIVE DATE. This Resolution shall take
effect ir~unediately upon its passage.
INTRODUCED, READ, APPROVED AND ADOPTED THIS 19th day
of August, 1986.
TOWN]
SEAL]
ATTEST:
I~Ii~JTownClerk
Tcwn of Vail, Colorado
Mayor 'f ro T+~ll. _ '
Town of Vail, Colorado
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Council Member ~1aH~P~rlr-f ncuotiff~npmoved that the foregoing
Resolution heretofore introduced and read by title be approved.
Council Member _d~.~~ seconded the motion, and
the question being upon the approval of the Resolution, the roll
was called with the following results:
Council Members voting "YES":
Mayor: Ab~v.,nt
Mayor Pro Tem: Ro.ae
Counci 1 Members : A~~e,~dt
P~.ehce
GlalvLP.i.c.h- Lawentha.~
S~cu~~e~.
Cancanan
Counci 1 Members voting "NO" : None.
6 members of the Town Council present having voted
in favor thereof, the Mayor thereupon declared the motion was
carried and the Resolution duly approved.
Thereupon, the Mayor directed that the Resolution be
numbered and recorded in the official records of the Town.
After consideration of other business to come before
the Town Council, the meeting was ad3ourned.
i%~~/ V J !/I~.~
TOWN ) Mayor ~} T~iH~
SEAL) Town of Vail, Colorado
ATTEST:
6t.~11.~C~ru.~
Town Clerk 0
Town of Vail, Colorado
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