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HomeMy WebLinkAbout1978-14 Agreeing to Issue Revenue Bonds of the Town to Finance Residential Facilities for Midle-Income Families or Persons to be developed by Pitkin Creek Park Inct~ ~ ~ r y ~ ` ~ ..I • i TOWN OF VAIL, COLORADO RESOLUTION NO. ~~ RESOLUTION AGREEING TO ISSUE REVENUE BONDS OF THE TOWN OF VAIL TO FINANCE RESIDENTIAL FACILITIES FOR MIDDLE-INCOME FAMILxES OR PERSQNS, TO BE DEVELOPED 3Y PITKIN CREEK PARK, INC., AND AUTHORI22P1G THE EXECUTION OF A MEMORANDUM OF AGREEMENT IN CONNECTION THERE- WITH BE'T'WEEN THE TOWN OF VAIL AND PITKIN CREEK PARK, INC. WHEREAS, the Tawn of i7ail, Colorado (the "Town") is authorized by the County and Municipality Development Revenue Bond Act constituting Article 3 of Title 29, Colorado Revised Statutes 1973, as amended (the "Act"}, tc~ acquire, own, lease, improve, and dispose of properties to the end that more ade- quate residential housing facilities for middle-income families and persons may be provided; and WHEREAS, the Town is further authorized lay the Act to issue its revenue bonds (as defined in the Act, including notes and other farms of securities) far the purpose of defraying the cost of financing, acquiring, improving, and equipping any project; and WHEREAS, the Town desires to take the necessary actions to authorize, issue, sell and deliver its revenue bonds pursuant to the Act in the aggregate princigal amount presentT.y estimated not to exceed $7,500,000 for temporary financing and $12,404,404 for permanent financing (collec- tively, the "Bonds"} in one ar more series to pay the cost of residential housing facilities for middle-income families and persons, which will constitute residential real property to pay all of the principal. of and premium, if any, and in- terest on the Honds, (b) one or mare indentures of trust {the Indenture") to secure such Bonds, and {c) such other instru- ments and documents as shall be necessary or desirable in connection with such financing. Section 3. The Memorandum of Agreement by and be- tween the Company and the Town, substantially in the form and with the contents set forth in Exhibit A attached hereto, be and the same is hereby approved and authorized and the Mayor and the Town Clerk of the Town are hereby autharized and directed to execute and deliver said Memorandum of Agree- ment and the Town seal is hereby authorized and directed to be affixed thereto. Section 4. Mr. Kurt A. Kaufmann, Mr. Stephen P. Kregstein, and Ms. Jane Roberts of Dawson, Nagel, Sherman & Howard, 2980 First of Denver Plaza, 633 17th Street, Denver, Colorado, 80202, are hereby appointed attarneys-in--fact, any of whom may represent the Town with respect to any requests for revenue rulings to be submitted to the.Tnternal Revenue Service in connection with the Project and the Bonds, and the Mayor and Town Clerk are hereby authorized to execute and deliver any documents deemed necessary or desirable to evidence such appointments. Section 5. The Bonds and interest coupons, if any, appurtenant thereto shall never constitute the debt or in- debtedness 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, and shall not give rise to a pecuniary liability of the Town or a charge against its general credit or taxing powers, but shall be secured and payable only by a pledge of the revenues derived from the Company pursuant to the Financing Agreement and other funds and security devices to be pledged under the Indenture. i for family units within the meaning of §1p3(b}(4}{A), In- ternal Revenue Code of 1954, as amended, and the regulations thereunder (the "Project"} to be developed by Pitkin Creek Part, Inc. (the "Company"} and to be constructed at a site within the Town, together with the costs of funding any reserve funds for the Bonds and costs incidental to the authorization, issuance and sale of the Bonds; and WHEREAS, construction, reconstruction or acquisition of the Project has not yet commenced and it is deemed necessary and advisable that a Memorandum of Agreement be executed by the Town and the Company setting forth the agreements of the parties with respect to the financing of the Project. NOW, THEREFORE, BE IT RESOLVED BY THE T06~TN COUNCIL OF THE TOWN OF VAIL, COLORADO: Section 1. The Town hereby agrees that it will authorize and issue, upon the terms provided in the form of Memorandum of Agreement by-and between the Company and the Town attached hereto as Exhibit A, in one or more series, the Bonds {including obligations in such form as the Town and the Company deem appropriate, as permitted~by the Act, and repre- senting both temporary and permanent financing or either temporary or permanent financing, as the Town and the Company may determine}, to pay the cost of the Project, together with the costs of funding a reserve fund for the Bonds and costs in- cident to the authorization, issuance and sale of the~Bonds, which Project is to be located at a site within the Town, and will take all further action which is necessary or desirable in connection therewith, and its officers are hereby authorized and directed to take all actions necessary or desirable in connection with such financing. Section 2. The Town, subject to the terms and con- ditions set forth in said Memorandum of Agreement, will au- thorize and execute {a) one or more financing agreements {as defined in the Act, hereinafter referred to as the "Financing Agreement") whereby the Company wi11 make payments sufficient 3- - Section 6. Nothing contained in this resolution, i.n any such rer~uest for a revenue ruling ar in such Memorandum of Agreement shall constitute the debt or indebtedness of the Town within the meaning of any provision or ].imitation of the Constitution or statutes of the State of Colorado or of the Charter of the Town, or give rise to a pecuniary liability of the Town or a charge against its general credit or taxing powers. Section 7. If any section, paragraph, clause or provision of this resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unen£orceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this resolution. Section 8. All bylaws, orders and resolutions, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any bylaw, order or resolution, or part thereof. ' Section 9. All action {not inconsistent with the pro- visions of this resolution) heretofore taken by the Town Council and the officers of the Tawn with respect to the Project and the authorization, issue and sale of the Bonds be, and the same hereby is, ratified, approved and confirmed. PASSED, ADAPTED, SIGNED AND APPROVED this llth day of July, 1978. SEAL) ATTEST: G~~~'u~ Town C rk f~~ 5-- Whereupon it was moved by Council Member ~ /GTl and seconded by Council Member ~~ that all rules of the Town Council which might prevent. unless suspended, the final passage and adoption of said resolution at, this meeting be, and the same hereby are, suspended far the purpose of per- mitting the final. passage and adoption of said resolution at this meeting. The motion was put to a vote, the vote being as follows ; ` Those Voting Yes: r , . t ~"~ Those Voting No: Rodney E. Slifer John F. Donavan Paula Palmateer William Heimbach~- E. William Wilto Dr. Thomas 1. Steinberg Robert Ruder xIc Those Absent: n1n~J~. A motion to adopt the foregoing resolution was then duly made by Council Member (~1L7-a and duly seconded by Council Member ~~-~ , was put to a vote, the vote being as follows: Those Voting Yes: Rodney E. Slifer ~ John F. Donovan Paula Palmateer William Heimbach E. William Wilta Dr, Thomas T. Steinberg Robert Ruder Those Voting No : ~D~ ~-' Those Absent : ~ ,~~ ~ L'" Thereupon the Mayor declared said motion carried and said resolution duly passed and adopted. 6- After other action on business not related ::o the foregoing resolution, on motion duly made, seconded and adop- ted, the meeting thereupon adjourned. SEAL) ~ ATTEST: own Clerk Mayor `" . qM STATE OF COLORADO ) COUNTY OF EAGLE } SS. TOWN OF VATL } I, Colleen Kline, the duly qualified and. acting Town Clerk of the Town of Vail, Colorado, do hereby certify: The foregoing pages numbered 1 to 7, inclusive, are a~true, perfect and complete copy of the record of pro- ceedings of the Town Council of the Town of Vail had and taken at a lawful regular meeting of the Council held at the Town Hall in Vail, Colorado on Tuesday,~July 11, 2978, commencing at the hour of 7:30 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 meet- ing therein shown was duly held, and the persons therein named were present at said meeting as therein shown. 2. All members of the Town Council were duly noti- fied of said meeting, pursuant to law. TN WITNESS WHEREOF, T have hereunto set my hand and affixed the seal of the Town this ~ day of July, 178. SEAL}LG( ~ vI ~~L~~ Town Clerk 8- EXHIBIT A ~ ' MEMORANDUM OF AGREEMENT This Memorandum of Agreement is between the Town of Vail, Colorado, a municipal corporation duly organized and operating as a home--rule municipa~.ity under Article XX.of the Constitution of the State of Colorado (the "Town"), and Pitkin Creek Park, inc., a corporation organized and existing under the laws of the State of Colorado (the "Company"), for the purpose of promoting a public purpose of the Town as stated in Article 3 of Title 29, Colorado Revised Statutes 1973, as amended. 1. Preliminary Statement. Among the matters of mu- tual inducement which have resulted in the execution of this Agreement are the following: a) The Town is a municipal .corporation of the State of Colorado authorized and empowered by the provisions of the County and Municipality Development Revenue Bond Act, constituting Article 3 of Title 29, Colorado Revised Statutes 1973, as amended (the "Act"), to issue revenue bonds (as defined in the Act, including notes and other forms of~securities) far the purpose of defray-- i.ng the cost of financing, acquiring, improving, and equipping one or more projects and to enter into a financing agreement (as defined in the Act, hereinafter referred to as the "Financing Agreement") with respect to such project. b) In order to provide more adequate residential housing facilities for middle-income families and persons, the Town proposes to finance 1., the acquisition o~ a site located within the Town, by the Company, and the construction by the Company an such site of residential housing facilities for middle-income families and persons, which will constitute residential real property for family units 'within the meaning of §103 {b) (4) (A) , Inter-- rial Revenue Code of 195, as amended, and the regulations thereunder, consisting of not more than 150 condom~.nium units, together with structures, . equipment, improvements and othex facilities ne- cessary or desirable in connection with said re- sidential housing facilities and functionally re- lated and subordinate thereto (the "Project"). It is possible that certa~.n items yr facilities may be constructed but deleted from the Project for financing purposes (based upon determinations as to qualification under the Act and under the pro- visions of Section 103 (b} (4) of the internal ~te-- venue Code of 1954. as amended, and the regulations promulgated thereunder).. It is estimated that the cost of the Project may be as much as approximately 12,000,004, and that temporary financing may be required in the amount of as much as $7,500,000. c) It is deemed necessary and advisable fox the provision of more adequate residential housing facilities for middle--income families and persons and the promotion of the general health and welfare of the inhabitants of the Town that the Project be commenced and completed at the earliest practicable date. d) Repx-esentatives of the Town have in- dicated the willingness of the Town to proceed with and effect such financing in order to assist the Company to grovxde more adequate residential housing z_ 1.. t ~' facilities for middle-income families and persons within the Town and have advised the Company that subject to due compliance with all requirements of Iaw and the obtaining of all necessary consents and . approvals and to the happening of all acts, conditions and things required precedent to such financing, the Town, pursuant to the Act, will issue and sell in one or more series its revenue bonds (including obligations, n such form as the Town and the Company deem appropri- ate, as permitted by the Act, and representing both temporary and permanent financing, or either temporary or permanent financing, as the Town and the Company may determine), in the aggregate principal amount presently estimated not to exceed $7,500,000 far temporary financ- ing and $12,000,000 for permanent financing (collectively, the "Bands") to pay the casts of i:he Project, together with the costs of funding any reserve funds for the Bonds and the ex--~•'' penses incident to the issuance of the Bonds. e) The Town considers that the financing of the Project and the entering into of the Financing Agree- ment with the Company will be consistent with the ab-- jectives of the Act, wi11 promote the provision of more adequate residential housing facilities for middle-- income families and persons, and will thereby promote the general health and welfare of the inhabitants of the Town. This commitment is an affirmative official action of the Town toward the issuance of the fionds as herein contemplated in accordance with the purpose of the Act and Section 7..203-${a}{5} of the regulations promulgated under Section 1.03 of the Internal Revenue Code of 1954, as amended. 2. Undertakings on the Part of the Town. Subject to the conditions above stated, the Town agrees as follows: a} It will authorize or cause to be au-- tharized the issuance and sale of Bands in one or more series in an aggregate principal amount presently 3~ iR'.. t ~ t estimated not to exceed $7,500,044 for temporary financing and $12,440,400 for permanent financing. b) It will adopt or cause to be adopted such . proceedings and authorize the execution of such docu- ments as may be necessary or advisable for the authori- zation, issuance and sale of the Bonds and the finan- cing of the Project, including one or more Financing Agreements, and one or more Indentures of Trust be- tween the Town and a trustee or trustees to be named under which the Bonds will be issued and secured, all as shall be authorized by law and mutually satisfac-~ tort' to the Town and the Company. c) The aggregate sums payable under the Financing Agreement or Financing Agreements shah. be sufficient to pay the principal of, premium, if any, and interest on the Bonds, all trustee's and paying agent's fees and any expenses of the Town in cannec-- tion with the Bonds as and when the same shall become due and payable. d) It will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. e} In authorizing the issuance of the Bonds pursuant to this Agreement, the Town will make no warranty, either express or implied, that the proceeds of the Bonds will be sufficient to pay all costs of the Project. f} The Bonds shall specifically provide that they shall be payable solely out of the revenues derived from the financing o£ the Project {except to the extent payable out of Bond proceeds and other funds or security devices pledged under such Inden- ture or Indentures of Trust), that they sha11 nevex • t constitute a debt or indebtedness of the Tawn 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 and that they shall not give xise to a pecuniary liability of the Town or a charge against its general credit or taxing powers. 3. Undertakings on the Part of the Company. Subject to the conditions above stated, the Company agrees as follows: a) ~t will enter into such contract or contracts as may be necessary for the acquisition, construction and equipment of the Project. b) Contemporaneously with the delivery of each issue of ~3or.ds, i~ will enter into a Financing Agreem~:nt with the Town under the terms of which the Company will obligate itself to cony plete the acquisition, construction and equipment of the Project financed by such .issue of Bands and to pay to the Tawn sums sufficient in the aggregate to pay the principal of, premium, if any, and in-~ terest on such issur~ of Bands, all trustee's and paying agent's fees and any expenses of the Town in connection with such issue of Bands as and when the same shall become due and payable. Such Agree- ment shall also contain such other provisions as may be required by law and such other provisions as shall be mutually acceptable to the Town and the Company. c) It will take such further action and adopt such further proceedings as may be required to implement its aforesaid undertakings ar as it may deem appropriate in pursuance thereof. General Provisions. a} Tf the Bonds are not issued and sold, the Company agrees that it will reimburse the Town 1 ~. i. ~ , for aiZ reasonable and necessary direct put-of- pocket expenses which the Town may incur at the request of the Company arising from the execution of this Agreement and the performance by the Town of its obligations hereunder. b) All cflvenants and agreements herein contained by or on behalf of the Town and the Company shall bind and inure to the benefit of the respective successors and assigns of the Town and the Company. TN WITNESS WHEREOF, the parties hereto have entered into this Agreement by their officers thereunto duly authorized this lath day of July, 1978. TOt~IN OF VATL, COLORA3~0 oY ~~~-~~ SEAL) ATTEST: 4 Town Clerk PTTKTN CREEK PARK, INC. By ~ '~` SEAL) President ATTEST; P ~ ~ t ~ ' Secre y _ 6_ T'OVV~ a~ VAtL ST1~'~~ C~ CC~l~Of''~~34~ SSCt~UidTY O~ ~AGf_~ LOi~il~i~~ ~+;.'~~~ FiJ {i3t:. .~~i'~,141L~'. 1~::1~~1'1{1~ UPON `~H~ i~:::~;3i~D~.~ G~= [~'~Y 0~l=iC~, U~~rN CL~:RK