HomeMy WebLinkAbout1984-23 Supplementing Ordinance 28, 1984J
TOWN OF VAIL, COLORADO
RESOLUTION NO.
Series of 1984
A RESOLUTION SUPPLEMENTING ORDINANCE N0. 28, SERIES OF
1984; DETERMINING THE PRINCIPAL AMOUNT, BOND NUMBERS,
PROVISIONS FOR REDEMPTION AND MATURITIES OF, AND RATES
OF INTEREST ON $17,040,000 OF THE TOWN'S SPORTS
FACILITIES REVENUE BONDS (VAIL ASSOCIATES PROJECT),
SERIES 1984; DETERMINING REVENUES TO BE PAID FOR SUCH
PROJECT; AUTHORIZING INCIDENTAL ACTION; AND REPEALING
INCONSISTENT ACTIONS.
WHEREAS, the Town Council by Resolution No. 6, Series of
1981, adopted February 17, 1981, and by Ordinance No. 28, Series
of 1984, finally passed October i6, 1984, approved the financing
of a commercial development and sports and recreational facility
project {the "Project") for Vail Associates, Inc. (the
Company") pursuant to the County and Municipality Development
Revenue Bond Act (the "Act"}; and
WHEREAS, the Town has approved a Sports Facilities Financing
Agreement dated as of November 1, 1984 {the "Agreement"} with
the Company and has determined to finance the Project and its
related costs by the issuance of $17,000,000 in aggregate
principal amount of its bonds to be known as "Sports Facilities
Revenue Bonds (Vail Associates Project), Series 1984" (the
Bonds"} to be issued pursuant to a Trust Indenture dated as of
November 1, 1984 (the "Indenture"} to The Colorado National Bank
of Denver, as Trustee (the "Trustee"}; and
WHEREAS Ordinance No. 28, Series of 1984, authorized the
issuance of the Bonds and the determination of final terms
thereof by subsequent resolution of the Town Council; and
WHEREAS, to secure the Bonds, the Company has caused First
National Bank of Minneapolis to issue its letter of credit in
favor of the Trustee for the payment of principal of the Bonds,
plus interest thereon for 65 days computed at the rate of 1S$
per annum; and
WHEREAS, institutional purchasers to be designated by the
Company {the "Purchasers") will offer to purchase the Bonds at
100$ of the principal amount thereof, with stated redemption
dates, maturity date and interest rate and propose to enter into
a Bond Purchase Agreement or Agreements {the "Bond Purchase
Agreements") relating thereto as previously authorized by
Ordinance No. 28, Series of 1984 with the Town, and the Company
will join in said Bond Purchase Agreement.
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NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO, that:
Section 1. APPROVAL OF AGREEMENT, TRUST INDENTURE, AND BOND
PURCHASE AGREEMENTS. The forms of the Agreement, the Indenture
and the Bond Purchase Agreements, presented to this meeting
copies of which shall be filed with the records of 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 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 Purchasers), such approval to be
evidenced by their execution thereof.
In accordance with the requirements of the Act, the Town
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 f orth
in full:
a) Custody of the proceeds from the sale of the
Bands, 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
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 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 Bond owners or to the Trustee under the
Agreement, the Company's Note, or the Indenture.
In accordance with the requirements of the Act, the Town
hereby determines that the following provisions shall be as set
forth in the form of Agreement hereinbefore approved, which form
is hereby incorporated herein by referene~ ~as if set forth in
full:
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f
a) The fixing and collection of revenues from the
Project; and
b) The maintainance and insurance of the Project.
Section 2. TERMS OF BONDS, The Bonds shall be dated as of
the date of their actual issuance and delivery ar as otherwise
provided in the Indenture, shall be in the aggregate principal
amount of $17,000,000, and shall be issued as fully registered
bonds, in the denomination of $100,000 or any integral multiple
thereof, except that if the interest rate borne by the Bonds
shall be converted to a Fixed interest Rate (as hereinafter
defined) replacement bonds shall be in the denomination of
5,000 or any integral multiple thereof. The Bonds shall be
payable at the principal corporate trust office of the Trustee
or at any successor paying agent. The Bond Purchase Agreements
are hereby found to comply with the maximum net effective
interest rate for the Bonds stated in Ordinance No. 28, Series
of 1984. The Bonds shall mature, subject to prior redemption,
on November 1, 1994, and shall be subject to mandatory sinking
fund redemption, by lot, at a redemption price equal to 100$ of
the principal amount outstanding plus accrued interest to the
redemption date, en November 1 in each of the years and in the
amounts indicated below:
Year
1986
1987
198$
1989
1990
1991
1992
1993
All other
contained in
terms of which
redemption provisions
the form of Indenture
are hereby reconfirmed.
Amount
200,000
200,000
200,000
200,000
300,000
400,000
400,000
400,000
of the Bonds shall be as
previously approved, the
Interest on the Bonds shall be paid on each Interest Payment
Date, and except upon conversion to a Fixed Interest Rate, as
described below, shall be computed on the basis of the actual
number of days elasped in a year. Upon conversion to a Fixed
Interest Rate, interest shall be computed on the basis of the
actual number of days elapsed within a month of 30 days and over
a year of 360 days. "Interest Payment Date" means (i) on or
prior to the effective date of the Fixed Interest Rate, the
first day of each calendar month (commencing January 1, 1985)
and the date of payment in full of the Bonds, and (ii) after the
effective date of the Fixed Interest Rate each May 1 and
November 1 thereafter. The interest rate on the Bonds shall be
determined as follows:
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Determination of Variable Interest Rate. For each period
from and including the first day of each calendar month through
the last day of such calendar month, or the day next preceding
the date of payment in full of the Bonds {the "Interest Period"}
for which there is not a Fixed Interest Rate, the Bonds shall
bear interest at the lesser of fifteen percent {1ST) per annum
or a rate fthe "Variable Rate") equal to the product of the
Reference Rate {as hereinafter defined) multiplied by the
Interest Rate Multiple (as hereinafter defined), as each is in
effect from time to time. The term "Reference Rate" shall mean
the per annum rate of interest equal to the Reference Rate as
announced from time to time by First National Bank o£
Minneapolis, located in Minneapolis, Minnesota, effective as of
the date of such announcement, or if such date is not a Business
Day, the next following Business Day.
Prior to the effective date of the Fixed Interest Rate, the
Trustee shall ascertain from First National Bank of Minneapolis
the Reference Rate in effect from time to time for each Interest
Period and shall give the Town and the Company written notice at
least three {3} days in advance of each Variable Rate Interest
Payment Date, of the Reference Rate in effect from time to time
during the applicable Interest Period and the amount of interest
to be due and payable on such Variable Rate Interest Payment
Date. For purposes of such calculations, the Reference Rate and
the Interest Rate Multiple as defined below shall be assumed to
remain unchanged for the five {5) days prior to such Interest
Payment Date, and payment of such amount of interest as so
calculated shall satisfy the obligation of the payment of
interest due on any such Interest Payment Date.
The "Interest Rate Multiple" shall mean the percentage
between forty percent {40~) and ninety percent f90~), both
inclusive, determined by the Remarketing Agent appointed under
the Indenture, which when multiplied by the Reference Rate in
effect on the date of determination of the Interest Rate
Multiple {the "Rate Determination Date") will produce the per
annum rate of interest necessary, but not exceeding the per
annum rate of interest necessary, to sell the Bonds on the Rate
Determination Date at a price of par plus ccrued interest. The
initial Interest Rate Multiple shall be ~~ ~. The Remarketing
Agent shall determine the Interest Rate Multiple on the first
and third Wednesdays of each calendar month {or, if any such
Wednesday is not a Business Day, on the next following Business
Day) and on any Optional Tender Date on which Bonds are
remarketed to Bondholders, other than any dates on which Bonds
are remarketed solely to the Company or any other person on
behalf of the Company, The Remarketing Agent shall promptly
give written notice of each adjustment in the Interest Rate
Multiple, as provided in the Indenture. Each adjustment in the
Interest Rate Multiple shall be effective from and including the
Rate Determination Date on which said Remarketing Agent
determines the Interest Rate Multiple to, but not including, the
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next following Rate Determination Date. If said Remarketing
Agent does not give notice to the Trustee of an adjustment in
the Interest Rate Multiple on any Rate Determination Date, the
Interest Rate Multiple from and including such Rate
Determination Date to, but not including, the next following
Rate Determination Date shall be equal to the Interest Rate
Multiple in effect immediately prior to such Rate Determination
Date.
Determination of Fixed Interest Rate. The interest rate on
the Bonds may be established at a fixed annual interest rate
the "Fixed Interest Rate") at least 180 days after the initial
issuance and delivery of the Bonds on the Interest Payment Date
following delivery by the Company of a notice that the interest
rate on the Bonds shall become fixed and an opinion of
nationally recognized bond counsel that the establishment of a
Fixed Interest Rate will not cause interest on the Bonds to
become subject to Federal income tax. The notice required to be
given by the Company shall state {A) its election to convert the
interest rate borne by the Bonds to the Fixed Interest Rate, {B}
the date on which such conversion shall occur {the "Conversion
Date"}, which shall be an interest payment date selected by the
Company not less than 60 days nor more than 75 days from the
date the Company gives notice, and (C) the date on which the
Fixed Interest Rate shall be computed {the "Computation Date"),
which shall be a business day selected by the Company and which
shall be not less than 10 days prior to the Conversion Date.
On and after the Conversion Date, the Bands shall bear
interest at the lesser of fifteen percent {15~) per annum or the
rate determined on a one-time basis, payable on the first day of
May or November next following said Conversion Date, on the
first day of each May and November thereafter and on the date of
payment in full of the Bands {each a "Fixed Rate Interest
Payment Date"). The Fixed Interest Rate shall be determined in
the following manner: On a day selected by the Remarketing
Agent appointed under the Indenture with the approval of the
Company, but not later than the fifteenth {15th) day or earlier
than the fiftieth {50th) day prior to the Conversion Date, the
Indexing Agent shall determine the Fixed Interest Index and on
the Computation Date the Remarketing Agent, having due regard to
prevailing market conditions, shall determine the interest rate
which, if borne by the Bonds during the Fixed Rate Period, would
be the interest rate, but would not exceed the interest rate,
which would result in the market value of the Bonds on such day
of computation {as if such day were the first day of the Fixed
Rate Period} being 100$ of the principal amount thereof and the
interest rate so determined by the Remarketing Agent shall be
the Fixed Interest Rate; provided, however, that in no event
shall the Fixed Interest Rate be more than 125, or less than
755, of the Fixed Interest Index nor shall it exceed 15~ per
annum. The Remarketing Agent shall promptly notify the Trustee
of the Fixed Interest Rate. If for any reason the Fixed
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Interest Rate so determined by the Remarketing Agent would
prevent the Company from obtaining the bond counsel opinion
referred to above, the Remarketing Agent shall determine the
Fixed Interest Rate which shall be 94$ o£ the Revenue Bond Index
for the most recent period las published in The Bond Buyer) less
the product of 2/10 of l~ multiplied by the difference between
10 years and the remaining years to final maturity of the Bonds.
The Fixed Interest Index shall be expressed as an interest
rate per annum, and shall be based upon yield evaluations at par
ion the basis of a term and redemption provisions as nearly
equal as practicable to the remaining term and redemption
provisions of the Bonds at the time) of securities the interest
on which is exempt from federal income taxation, of not less
than five !5) issuers of such securities (the "Component
Issuers"), selected by the Indexing Agent, the securities of
which shall bear, or, if issued would bear a credit rating
comparable to that of the Bonds, if any, taking into
consideration any letter of credit or other security to be
provided. The specific issuers included in the Component
Issuers may be selected-by the Indexing Agent in its discretion.
The Trustee shall give notice {in the same manner as notice
of a call for redemption) to the holders of the Bonds not less
than 25 days prior to the effective date of the Fixed Interest
Rate, specifying the date the Fixed Interest Rate shall be
determined, specifying the effective date, stating that the
Bands shall be subject to redemption by the Town on the
effective date of the Fixed Interest Rate and that the holder of
any Bond shall have the right to retain his Bond and not have it
redeemed by notifying the Trustee of the Bondholder`s acceptance
of the Fixed Interest Rate. The Trustee shall give notice {in
the same manner as notice of a call for redemption} to the
holders of the Bonds of the Fixed Interest Rate to be borne by
the Bonds. After the establishment of a fixed interest rate the
Credit Facility {as defined in the Indenture) may be terminated
if consented to by the Town and the Company, and the Bondholders
shall have no right to require purchase of the Bonds by the
Remarketing Agent or the Trustee.
The Town hereby appoints Continental Illinois National Bank
and Trust Company of Chicago as Remarketing Agent {the
Remarketing Agent") and as Indexing Agent {the "Indexing
Agent") under the Indenture. The Remarketing Agent and Indexing
Agent may be removed or replaced in accordance with the
provisions of the Indenture. The computation or determination
of the Interest Rate Multiple and the Fixed Interest Index by
the Indexing Agent or the Remarketing Agent, and the
determination of the interest rate by the Trustee or Remarketing
Agent, shall be conclusive and binding upon the holders of the
Bonds, the Town, the Company, thn Trustee and the Remarketing
Agent.
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Section 3. DETERMINATION OF REVENUES. In accordance with
the Act, it is hereby determined that (a) in view of the
ownership of the Project by the Company and the consequent
subjection of the Project to ad valorem taxes, no amount is
necessary for payments in lieu of taxes; and (b) no amount is
required for a reserve fund. It is hereby determined that,
based on the maximum interest rate of 15$ per annum, no more
than the following amounts, in addition to the amounts set forth
in Section 2 hereof for the payment of principal, will be
necessary for the payment of interest on the Bonds:
Year Ending November 1 Year Ending November 1
1985 2,550,000 1990 2,430,040
1986 2,$$0,040 1991 2,385,040
1987 2,S20,OD0 1992 2,325,400
1988 2,490,000 1993 2,265,000
1989 2,460,000 1994 2,205,000
Section 4. 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, Indenture and Bond Purchase Agreements
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 sale of
the Bonds to the Purchasers, all in accordance with the
foregoing Sections hereof and the provisions of Ordinance
No. 28, Series of 1984.
Section 5. REPEALER. All acts, orders, ordinances,
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,
ordinance, resolution, or part thereof, heretofore repealed.
Section 6. RESOLUTION IRREPEALABLE. This Resolution is,
and shall constitute, a legislative measure of the Town, and
after the Bonds are issued and outstanding, this Resolution
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 accruing thereon shall have been
fully paid, satisfied and discharged,
Section 7. SEVERABILITY. If any paragraph, clause or
provision of this Resolution is judicially adjudged invalid ar
unenforceable, such judn~nent shall not affect, impair or
invalidate the remaining paragraphs, clauses or provisions
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hereof, the intention being that the various paragraphs, clauses
or provisions hereof are severable.
Section $. EFFECTIVE DATE. This Resolution shall take
effect immediately upon its passage.
INTRODUCED, READ, APPROVED AND ADOPTED, TIiIS 13th day of
November, 1984.
TOWN]
SEAL]
ATTEST;
Town Clerk fl
Town of Vail, Colorado
o ~~.~'
Mayor /
v
Town of Vail, Colorado
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The motion to pass ~~~~~~,f~ qr goin esolution was duly
seconded by Council Member~tlibtl'itl, •'~~ , and the question
being upon the approval of the Resolution, the roll was called
with the following results:
Council Members
Mayor:
Mayor Pro Tem;
Council Members:
voting "YES":
Rodney Slifer
Paul Johnston
Charles R. Anderson
Hermann Staufer
Gail Wahrlich Lowenthal
Colleen Kline
Kent Rose
Council Members voting "NO":nom,
7 members of the Town Council present having voted in
favor thereof, the Mayor thereupon declared the motion was
carried and the Resolution duly passed.
After consideration of other business to come before the
Town Council, the meeting was adjourned.
TOWN)
SEAL)
ATTEST:
lMt/~.~~I~Y1t.G~i~~/
Town Clerk (~
To~:n of Vail, Colorado
M3'yo r /
Town of Vail, Colorado
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STATE OF COLORADO )
COiJNTY OF EAGLE ) ss,
TOWN OF VAIL )
I, Pamela A. Brandmeyer, Town Clerk of the Town of Vail,
Coloral3o, do hereby certify that the attached copy of Resolution
No. ~f , Series of 1984, is a true and correct copy; that said
Resolution was in traduced and approved by the Town Cauncil of
the Tawn of Vail, Colorado, at a special meeting held at the
Vail Municipal Building, the regular meeting place thereof, an
Tuesday, the 13th day of November, 19$4 and that at least
forty-eight (48) hours prior to said special meeting a written
notice of the special meeting in the form attached hereto as
Page 13 was delivered to each Council member, was posted in two
public places within the Town and was published in The Vail
Trail, a newspaper of general circulation in the Town, in its
issue of November . 1984, as evidenced by the affidavit of
publication attache ereto; that a true copy of said Resolution
has been duly executed and authenticated by the signatures of
the Mayor of the Town and myself as Town Clerk thereof, sealed
with the seal of the Town, and numbered and recorded in the
official records of the Town kept for that purpose in my office;
that the foregoing pages 1 through 11, inclusive, constitute a
true and correct copy of the record of the proceedings of the
Town Council 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 hereun set my hand and the seal
of the Town of Vail, Colorado, this I.~="~ay of November, 1984.
t~ / -' J
TOWN) Town Clerk
SEAL) Town of Vail, Colorado
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STATE OF COLORADO )
COUNTY OF EAGLE ) ss.
TOWN OF VAIL )
Attach form of Notice of Special. Meeting]
i~_
STATE OF COLORADO )
j
COUNTY OF EAGLE j ss.
TOWN OF VAIL )
Attach affidavit of publication of Notice of Special Meeting]
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