TC Ord. No. 1981-23ORDINANCE N0381-23
Series 1981
AN ORDINANCE CONFIRMING A PRIOR RESOLUTION: AUTHORIZING AND
DIRECTING THE ISSUANCE OF UP TO $2,7.00,000 AGGREGATE PRINCIPAL
AMOUNT OF THE TOWN'S SPORTS FACILITY REVENUE-BONDS, EXECUTION
AND DELIVERY OF A SPORTS FACILITIES FINANCING AGREEMENT WITH
BEAVER CREEK ASSOCIATES, INC., AN'UNDERWRITING AGREEMENT, A
TRUST INDENTURE AND A GUARANTY-FROM VAIL ASSOCIATES, INC.;
APPROVING A LIMITED OFFERING MEMORANDUM IN CONNECTION THEREWITH;
AUTHORIZING AND DIRECTING'THE EXECUTION AND DELIVERY`OF SUCH
BONDS AND INTEREST COUPONS PERTAINING THERETO;.P ROVIDING FOR
THE PRINCIPAL AMOUNT, NUMBERS, PROVISIONS FOR REDEMPTION AND
MATURITIES OF,'AND RATES OF INTEREST ON, THE BONDS, AND
AUTHORIZING CERTAIN TERMS TO BE DETERMINED BY SUBSEQUENT RE-
SOLUTION: DETERMINING REVENUES TO BE PAID FOR SUCH PROJECT;-
REQUESTING THE TRUSTEE TO AUTHENTICATE THE BONDS: AUTHORIZING
INVESTMENTS BY THE TRUSTEE; APPROVING COUNSEL: AUTHORIZING
INCIDENTAL ACTION; AND REPEALING INCONSISTENT.ACTIONS.
WHEREAS, the Town Council by'Resolution No. 81-3,
Series of 1981, adopted February 24, 1981, approved a commercial
development and sports and recreational facilities project
(the "Project") for Beaver Creek Associates, Inc. (the "Company")
pursuant to the County and Municipality Development Revenue
Bond Act (the "Act") ; and
WHEREAS, the Company will own, occupy, operate and
maintain the Project, and the Project will promote the purposes
of the Act; and
WHEREAS, the Town has determined to enter into a
Sports Facilities Financing Agreement dated as of September 1,
1981 (the "Agreement") with the Company and to finance the
Project and its related costs by the issuance of up to
$2,700,000 in aggregate principal amount of its bonds to be
known as "Sports Facility Revenue Bonds (Beaver Creek Associates
Project), Series 1981" (the "Bonds") pursuant to a Trust In-
denture dated as of September 1, 1981 (the "Indenture" )with
a corporate trustee to be designated by the Company as Trustee
(the "Trustee"); and
WHEREAS, Vail Associates, Inc. (the "Guarantor")
will guaranty the payments of'the principal or redemption
price and interest on the Bonds pursuant to its Guaranty
dated as of September 2; 1982 (the "Guaranty"); and
WHEREAS, Goldman, Sachs & Co. (the "Underwriter")
proposes to purchase the Bonds and to'-enter into an Under-
writing Agreement (the "Underwriting Agreement") relating
thereto with the Town, and the Company and the Guarantor will
join in said Underwriting Agreement.
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL
OF THE TOWN OF AVON, COLORADO, that:
SECTION 1. TITLE. This ordinance shall be
known as the "Ordinance Authorizing and Directing the Issuance
of up to $2,700,000.00 Aggregate Principal.Amount of the Town's
Sports Facility Revenue Bonds."
SECTION 2. CONFIRMATION OF PRIOR RESOLUTION.
Resolution No. 81-3 of 1981 adopted February 24, 2981, including
the findings and approvals therein set forth, is hereby ratified
and confirmed, and such findings and approvals are hereby incor-
porated by reference herein the same as if set forth in full.
SECTION 3. APPROVAL OF AGREEMENT, TRUST
INDENTURE, GUARANTY AND LIMITED OFFERING MEMORANDUM. The form
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of the Agreement-between the Town and the Company, the form of
the Indenture between the Town and-the Trustee, the form of the
Guaranty from the Guarantor to the Trustee,.and, the form of the
Limited Offering Memorandum in respect ot-the Bonds presented
to this meeting'(copies of which shall be filed with the records
of the Town) are hereby approved, and the mayor is hereby
authorized to execute, accept or consent to, and deliver, and
(where appropriate) the Town Clerk is hereby authorized to affix
the corporate seal of the Town to, and attest documents in sub-
stantially such forms and upon the terms and conditions therein
set forth with such changes therein as such officers shall
approve, such approval to be evidenced by the execution thereof.
SECTION 4. ISSUANCE OF BONDS; AUTHORIZATION TO
ENTER INTO UNDERWRITING AGREEMENT. The Mayor and the Town Clerk
are hereby authorized and directed to execute and deliver, and
to affix the Town's seal to and attest, the Underwriting Agree-
ment in accordance with the terms of this Ordinance with such
additional terms and conditions therein-set forth as such
officers shall approve, such approval to be evidenced by their
execution thereof. The form of the Bonds and the form of the
interest coupons pertaining thereto set forth in the Indenture
are hereby approved, the facsimile signatures of the Mayor and
the Town Clerk of the Town are hereby authorized and directed
to'be printed on the face-of the Bonds in substantially such
form with appropriate insertions and variations and the facsimile
corporate seal of the Town is hereby authorized to be imprinted
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thereon; the facsimile signatures of the'Mayor and Town Clerk
are authorized and directed to be printed on the coupons per-
taining to the Bonds, and the Mayor or Town Clerk is authorized
and directed to deliver the Bonds to the Trustee for authentication
under the Indenture and, when they have been authenticated, to
deliver them or cause them to be delivered to the Underwriter,
pursuant to the Underwriting Agreement against receipt of the
purchase price plus any accrued interest due and to deposit the
amount so received with the Trustee as provided in the Indenture.
SECTION 5. TERMS OF BONDS. The Bonds shall be
dated September 1, 1981 and shall be issued as coupon bonds re-
gistrable as to principal only, in the denomination of $5,000
each, or as fully registered Bonds in whole multiples thereto,
payable at the principal corporate trust office of the Trustee or
at a successor paying agent. Pursuant to Section 6 of the Act,
the maximum net effective interest rate for the Bonds, with
which the Underwriting Agreement shall comply, shall not exceed
13%. The principal amount, numbers, maturities and provisions
for redemption of, the rates of interest on, the registration
privileges of, and the rights upon default of, the Bonds shall
be set forth in:the aforesaid form of 'such Bonds and in the
form of Indenture hereinbefore.approved, which forms are hereby
incorporated by.reference as if set forth herein in full. The
final maturity schedule, interest rates and redemption prices
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for the Bonds shall be established by subsequent resolution of
the Town Council adopted pursuant to Section 6 of the Act.
SECTION 6. 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 re-
tirement of the bonds and maintenance of the Project and (b)
the amounts that will be necessary for the payment of maturing
principal and interest on the Bonds, shall be set forth in a
debt service schedule to be approved by subsequent resolution
of the Town Council. It is hereby determined that the Company
shall be required, under the terms of the Agreement, to maintain
the Project and carry all proper insurance with respect thereto.
Further, it is 'hereby determined that the Company shall be
required, under the, terms of the Agreement, which revenues
payable thereunder shall be sufficient therefor,`-to pay all
taxes levied by the State of Colorado and local taxing bodies
which such entities are entitled to receive from the Company
with respect to the Project.
SECTION 7. AUTHENTICATION-OF BONDS. The
Trustee is hereby requested to authenticate the Bonds and
to deliver them and the coupons attached thereto to, or upon
the order of, the Mayor or the Town Clerk.
SECTION 8. INVESTMENT OF FUNDS.- The Trustee
shall be, by virtue of this Ordinance and without further
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•
authorization from the Town, authorized, directed and requested
to invest and reinvest all moneys available therefor held by-it
pursuant to the Indenture, which by the terms of said Indenture
may be invested, or to deposit and redeposit such moneys in
such accounts as may be permitted by the said Indenture, all
subject to the terms and limitations contained in the Indenture.
SECTION 9. APPROVAL OF COUNSEL. The firm of
Ballard, Spahr, Andrews,& Ingersoll is hereby approved as bond
counsel in connection with the issuance of the Bonds. If
required by the Underwriter, the opinion of such bond counsel
is hereby authorized to be printed on the Bonds and certified
to by the Trustee in accordance with the provisions of the
Indenture.
SECTION 10. INCIDENTAL ACTION. The Mayor and
Town Clerk of the Town are hereby authorized and directed to
execute and deliver such other documents, including acceptances
and conveyances of property interest, and or take such other
action as may be necessary or appropriate in order to effectuate
the execution and delivery of the aforesaid Agreement, Indenture
and Underwriting Agreement, the performance of the Town's
obligations thereunder-, and the issuance and sale of the Bonds,
all in accordance with the foregoing Sections hereof.
SECTION 11. BONDS SHALL NOT CONSTITUTE A
PECUNIARY LIABILITY OF THE TOWN. As required by the Act, the
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Bonds and the interest coupons appertaining thereto shall be
special, limited obligations of the Town, payable solely from
the revenues derived from the Project and shall never constitute
the debt or indebtedness of the Town within the meaning of any
provision or limitation of the Colorado Constitution, Colorado
Statutes, or the Town's Home Rule Charter, and shall not con-
stitute or give rise to a pecuniary liability of the Town or a
charge against its general credit or taxing powers.
SECTION 12. REPEAL. Any prior ordinances or
resolutions or parts thereof inconsistent herewith are hereby
repealed.
SECTION 13. EFFECTIVE DATE. This ordinance
shall take effect seven days after publication following the
final passage upon second reading hereof.
IT IS HEREBY CERTIFIED that on the 21st day of
July, 1981 this ordinance was introduced, read on first reading,
approved, and ordered published by posting in accordance with
theTown Charter, and a public hearing has been scheduled at
the regular meeting of the Town Council at the Town of Avon,
Colorado, on the 28th day of July, 1981, at 7:30 p.m. in,the
Municipal Building of the;Town.
INTRODUCED, READ ON.FIRST READING, APPROVED AND
ENACTED, AND POSTED in accordance with the Town Charter this
21st day of July, 1981.
TOWN OF AVON
INTRODUCED, READ ON SECOND.READING,.APPROVED AND ENACTED,
AND POSTED in accordance with -the Town Charter this 28th day of-July,
1981.
TOWN OF AVON
to V. Alpi, M r
(SEAL)
i
9
STATE OF COLORADO )
COUNTY OF EAGLE ) SS
TOWN OF AVON }
•
NOTICE IS HEREBY GIVEN OF A PUBLIC HEARING BEFORE THE TOWN COUNCIL
OF THE TOWN OF AVON, COLORADO, AT 7:30 P.M. ON THE 21ST DAY OF
JULY, 1981 AT THE MUNICIPAL BUILDING, 400 BENCHMARK ROAD, AVON,
COLORADO,,81620 FOR THE PURPOSE OF CONSIDERING THE ADOPTION OF
ORDINANCE NO.#81-23, SERIES OF 1981:
AN ORDINANCE-.CONFIRMING A PRIOR RESOLUTION; AUTHORIZING AND DIRECTING
THE ISSUANCE OF UP TO 000AGGREGATE PRINCIPAL AMOUNT OF THE
TOWN'S SPORTS FACILITY-REVENUE BONDS, EXECUTION AND DELIVERY OF A
SPORTS FACILITIES FINANCING AGREEMENT WITH BEAVER CREEK ASSOCIATES,
INC., AN UNDERWRITING AGREEMENT, A TRUST INDENTURE, AND LIMITED OFFERING
MEMORANDUM IN CONNECTION THEREWITH; AUTHORIZING AND DIRECTING THE
EXECUTION AND DELIVERY'OF SUCH BONDS AND INTEREST COUPONS PERTAINING
THERETO; PROVIDING FOR-THE PRINCIPAL AMOUNT, NUMBERS, PROVIDING FOR
REDEMPTION AND MATURITIES OF, AND RATES OF INTEREST ON THE BONDS,
AND AUTHORIZING CERTAIN TERMS TO BE DETERMINED BY SUBSEQUENT RESOLUTION;
DETERMING REVENUES TO BE PAID FOR SUCH-PROJECT; REQUESTING THE TRUSTEE
TO AUTHENTICATE THE BONDS; AUTHORIZING INVESTMENTS BY THE TRUSTEE;
APPROVING COUNCEL;_AUTHORIZING INCIDENTAL ACTIONS; AND REPEALING
INCONSISTENT ACTIONS.
A copy of said ordinance is on file at the office of the Town Clerk
and may be inspected during regular business hours.
This notice given and posted by order of,the Town Council of the
Town of Avon, Colorado.
Dated this 17th day of July,"1981
AVON
BY : ~
Town Clerk
POSTED AT THE FOLLOWING PUBLIC PLACES WITHIN THE TOWN OF AVON
ON JULY 17, 1981:
THE NORTHEAST SIDE OF THE BENCHMARK SHOPPING CENTER, AVON POST
.OFFICE.,
THE MAIN ENTRANCE OF CITY MARKET
_THE PESTER-GAS-STATION; AND
THE MUNICIPAL BUILDING, 400 BENCHMARK ROAD _
STATE OF COLORADO )
COUNTY OF EAGLE ) SS
TOWN OF AVON )
L'
NOTICE IS HEREBY.GIVEN OF A PUBLIC HEARING BEFORE THE TOWN COUNCIL
OF THE TOWN OF AVON, COLORADO, AT 7:30 P.M. ON THE 28TH DAY OF JULY,
1981 AT THE MUNICIPAL BUILDING, 400 BENCHMARK ROAD, AVON, COLORADO,
FOR THE PURPOSE OF CONSIDERING THE ADOPTION OF ORDINANCE NO.#81-23,
SERIES OF 1981:
AN ORDINANCE CONFIRMING A PRIOR RESOLUTION: AUTHORIZING AND DIRECTING
THE ISSUANCE OF UP TO $2,700.00 AGGREGATE PRINCIPAL AMOUNT OF THE
TOWN'S SPORTS FACILITY REVENUE BONDS, EXECUTION AND DELIVERY OF A
SPORTS FACILITIES FINANCING AGREEMENT WITH BEAVER CREEK ASSOCIATES,
INC.; AN UNDERWRITING AGREEMENT, A TRUST INDENTURE AND A GUARANTY
FORM VAIL ASSOCIATES, INC.; APPROVING A LIMITED OFFERING MEMORANDUM IN
CONNECTION THEREWITH; AUTHORIZING AND DIRECTING THE EXECUTION AND
DELIVERY OF SUCH BONDS AND INTEREST COUPONS PERTAINING THERETO; PROVIDING
FOR THE PRINCIPAL AMOUNT, NUMBERS, PROVISIONS.FOR REDEMPTION AND
MATURITIES OF, AND REATES OF INTEREST ON, THE BONDS, AND AUTHORIZING
CERTAIN TERMS TO BE DETERMINED BY SUBSEQUENT RESOLUTION: DETERMINING-
REVENUES TO BE PAID FOR SUCH PROJECT; REQUES'T'ING THE TRUSTEE TO
AUTHENTICATE THE BONDS: AUTHORIZING INVESTMENTS BY THE TRUSTEE; APPROVING
COUNSEL:' AUTHORIZING INCIDENTAL ACTION; AND REPEALING INCONSISTENT
ACTIONS.
A copy of said ordinance is on file at the office of the Town Clerk
and may be inspected during regular business hours.
This notice given and posted by order of the Town Council of the
Town of Avon, Colorado.
Dated this 24th day of July, 1981.
TOWN OF
BY
POSTED AT THE FOLLOWING PUBLIC PLACES WITHIN THE TOWN OF AVON-
ON JULY 24, 1981:
NORTHEAST-SIDE OF THE BENCHMARK SHOPPING CENTER, AVON POST OFFICE,
THE MAIN ENTRANCE OF CITY MARKET,
THE PESTER GAS STATION; AND
THE MUNICIPAL BUILDING, 400 BENCHMARK ROAD IN THE MAIN LOBBY