HomeMy WebLinkAboutMINUTES Estes Park Building Authority Special Meeting 1998-09-08RECORD OF PROCEEDINGS
Estes Park Building Authority —Special Meeting
September 08,1998
Attending:Jim Banker,Peggy Lynch,Monte Vavra,Rich
Widmer,James Nanire
Absent:Dr.James Durward
President Widmer called the meeting to order at 3:30 P.M.
Secretary/Treasurer Vavra and Jim Manire reviewed the history of
the Building Authority and the issuance of the 1990 Certificates of
Participation (COP’s)I or the golf course remodel project.
President Widmer noted that the COP’s are not considered long-term
debt and that they are annually appropriated.
Secretary/Treasurer Vavra and Jim Manire explained the refinancing
terms to the Board.At this time Jim Banker declared a conflict of
interest (he is also on the United Valley Bank Board of Directors)
and would not participate in any further discussion or vote.
Points of the refinancing are:
1.United Valley Bank was contacted to see if interested in
purchasing the refunding COP issue
2.Approximate face value of refinancing is $800,000
3.Interest rate is set at 5.5*
4.Interest payment will be made quarterly
5.United Valley Bank will not require a reserve fund,
(freeing up approximately $100,000)
6.The COP’s can be called on any interest payment date
7.The Estes Valley Recreation District will enter into an
operating agreement with the Town to operate the golf
course,renewable every two years.
Following further discussion of how the refunding process works,
Peggy Lynch made a motion to amend the attached resolution to
reflect board member Jim Banker’s abstention from voting due to a
potential conflict of interest and to reflect that the remaining
three board members present constitute a quorum and be authorized
to vote on the resolution.Seconded by Rich Widmer.Passed
unanimously.
Rich Widmer made a motion to adopt the attached resolution as
amended.Peggy Lynch seconded.Passed unanimously.
There being no further business,the meeting was adjourned at 4:05
P.M.Moved by Widmer,seconded by Lynch.
L.Vavra,Secretary/Treasurer
ESTES PARK BUTLOTNG AUTHORITY
AUTHORIZING RESOLUTION
The un rsigned,constituting a majority of the members of the current Boaid of Directors
(the ‘Board”)of the Estes Park Building Authority,a Colorado nonprofit corporation (the
“Aulhority”),entitled to vote with respcct to thc subject matter hereof,do hereby ccrti±y as follows:
1.They each hereby waive notice of a mccting of the onrd.
2.They unanimously consent to the adoption of the fbflowing resolutions and direct the
recording thereof among the minutes or proueedings of the Authority:
WHEREAS,pursuant to this Authorizing Resolution the Authority intends
to enter into:(1)an Amended and Restated Ground Lease Agreement dared as of
October 15,1998 (the “Ground Lease”)between the Town of Estes Park,Colorado
(the “Thwn),as lessor,ind the Authority,as lessee;(ii)an Amended and Restated
Golf Course Agrccment dated as of October 15,l99 (the “Lease”)between the
Aut.bority,as lessor,and the Town,as lessee;and (iii)art Amended and Restated
Indenture of Trust dated as of October 15,1998 (the ‘Indenture,”and together with
the Ground Lease and the Lease,the “financing Documents’)with U.S.Bank,
National Association,Denver,Coloi.do,as nusree (the “Trustee’),whereby the
Authority will assign its rights and intarest in and to the Lease and the Ground Lease,
including its right to receive certain revenues pursuant to the Lease,to the Trustee for
the bcncfit of the owners of the Certificates (as hereinafter defined),and the Trustee
will execute and deliver Refunding Ccrtiflcates of Participation dated October 75,
I 99k,in the aggreate principal amount of $754,000 (the “Certificates”),evidencing
proportionate interests in the right to receive such revenues pursuant to the Lease;
WHEREAS,the Board desires to authorize certain officers of the Authority
to (1)proceed to finalize the forms of thc Financing Documents,the Certificates and
other related documents necessary to effect the refinancing and leasing of the Tov’s
•goLf course,(ii)negotiate the necessary terms and provisions thereof,and (iii)execute
and delivery such documents in final form;
NOW,THEREFORE BE IT RESOLVI2D BY Th)BOARD AS FOLLOWS:
RESOLVED,that the Authority sli.all execute and deliver the Financing
Documents;and
FURTHER RESOLVED,that each of the following off3ccrs of the Authority
arc hereby individually authorized,empowered and directed,in the name of the
Authority,to (1)execute and deliver the Financing Documents,in substantially the
forms presented to the members of the Board with their counterpart copy of this
Authoiizing Resolution,and as apprved as to form by the Authority’s Counsel,with
such appropriate variations,deletions and insertions as they,in their sole discretion,
may deem necessary to carry out the purposes of this Authorizing Reso]ution,fu)
execute and deliver such other certificates,documents or instuments,and do al)
other acts,as they,in their sole discretion,may deem to carry out the purposes of this
Authorizing Resolution,and (iii)act as Authorized Officers of the Authority as such
term is defined in the Lease and the lndcnture:
Title Name
President Richard D.Widmer
Vice Precident Peggy Lee Lynch
SecretaiytTrcasurcr Monte L.Vavra
;and
RESOLVED,that all action heretofore taken (not inconsistent with the
provisions of this Authorzing Resolution)by the Board or officers of the Authority,
and directed toward the financing and leasing of the Town’s golfeourse,are hereby
ratified,approve and confirmed;if any resolution of this Authorizing Resolution shall
be judicially determined to be invalid or unenforceable,such determination shalt not
affect the remaining resolutions heTeof,the intention being that the provisions of this
Authorizing Resolution arc severable;all bylaws and resolutions,or parts thereof
inconsistent with this Authorizing Resolution or with any of the documents hereby
approved,are hereby repealed only to the extent of such inconsistency;this repe.aier
shalt not be construed as reviving any bylaw or resolution,or pan thereof,and
3.The undersigned hereby consent to,approve and adopt the foregoing resolutions
effective as of September 8,1998,notwithstanding the actual date of signing.
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4.This Authorizrig Resolution may be cxcuted in axy rnunbtr of counterpart saturc panes,
cath owhich s}all bt dcd aa origna],ad wbch together shall constitute a sing’e insrnimtnt.
DECTORS:
•Q:;,L•:;:
APP 1)AS 0 FORM AND COiJEThT;
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