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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. 3- 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: 4- 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: 5- 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 6- 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 7- 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. 6- 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 9- 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 10- 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 ll- 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 12- 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] IA-