TC Ord. No. 1991-08ORDINANCE NO. 91-8
AN ORDINANCE AUTHORIZING A SUPPLEMENT TO THE
INDENTURE RELATING TO THE TOWN OF AVON, COLORADO
$9,000,000 INDUSTRIAL, DEVELOPMENT REVENUE BONDS
(AVON/WYNFIELD INN PROJECT), SERIES 1984.
WHEREAS, the Town of Avon, Colorado (the "Town") has
heretofore issued its $9,000,000 Industrial Development
Revenue Bonds (Avon/Wynfield Inn Project), Series 1984 (the
"Bonds") for the purpose of financing a project pursuant to
the Colorado County and Municipality Development Revenue Bond
Act constituting Article 3, Title 29, Colorado Revised
Statutes, including any amendments thereto (the "Act"),
specifically to provide financing for acquiring, constructing
and equipping a hotel facility (the "Project") for Avon
Wynfield Inn, Ltd., a Colorado limited partnership (the
"Borrower"); and
WHEREAS, pursuant to the Act, the Town issued the Bonds
pursuant to an ordinance (the "Bond Ordinance") and an
Indenture of Trust dated as of December 15, 1984 (the
"Original Indenture"), as amended by the First Supplemental
Indenture dated as of March 20, 1986 (the "First Supplemental
Indenture") and by the Second Supplemental Indenture dated as
of July 29, 1986 (the "Second Supplemental Indenture") (the
original Indenture, as so supplemented, being hereinafter
referred to as the "Indenture") and simultaneously entered
into a Loan Agreement dated as of December 15, 1984 (the
"Original Loan Agreement"), as amended on July 29, 1986,
between the Town and the Borrower pursuant to which the Town
agreed to loan the proceeds from the sale of its Bonds to the
Borrower; and
WHEREAS, the Borrower
the letter of credit issued
Letter of, Credit") for the
as Trustee, as security for
to supplement and amend the
termination and replacement;
intends to terminate and replace
by Citibank, N.A. (the "Citibank
benefit of CoreStates Bank, N.A.,
the repayment of the Bonds, and
Indenture in connection with such
WHEREAS, the Borrower desires to have the approval of
the Town Council before proceeding to cause to be prepared
final documentation for a third supplement to the Indenture
(the "Third Supplemental Indenture").
FROM 404_:224654 12-10-91 r1:?I PAT Fn^
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF
THE TOWN OF AVON, COLORADO:
Section 1. All actions not inconsistent with the
provisions of this Ordinance heretofore taken by the Town
Council and the officers of the Town are hereby ratified,
approved and confirmed. Without limiting the foregoing, the
First Supplemental Indenture, the Second Supplemental
Indenture and the amendment of the Original Loan Agreement,
together with such other documents, instruments, contracts
and certificates, whether or not expressly contemplated
thereby, and all acts and things, in each case, as may have
been necessary to carry out and comply with the provisions of
the First Supplemental Indenture, the Second Supplemental
Indenture, and the amendment of the Original Loan Agreement,
for the full, punctual and complete performance of all terms,
covenants, provisions and agreements therein contained, and
as otherwise may have been necessary or desirable to
effectuate the purpose and intent of the First Supplemental
Indenture, the Second Supplemental Indenture and the
amendment of the original Loan Agreement, are hereby
ratified, approved and confirmed.
Section 2. To facilitate the termination and
replacement of the Citibank Letter of Credit, the Third
Supplemental Indenture is hereby approved and authorized.
Section 3. The Town Attorney or the Town's Bond Counsel
is hereby authorized to approve the final form of the Third
Supplemental Indenture. The Third Supplemental Indenture
shall be substantially in the form submitted to this meeting,
with such changes, insertions or omissions as may be approved
by the Mayor, the Town Clerk and/or other authorized officer
of the Town and whose approval thereof shall be conclusively
evidenced by execution of such instrument by the Mayor, the
Town Clerk and/or other authorized officer of the Town.
Section 4. The Mayor of the Town and (to the extent
required) the Town Clerk of the Town are hereby authorized
and empowered to execute and deliver the Third Supplemental
Indenture and all instruments, documents and certificates
contemplated thereby, in each case subject to such changes,
modifications, additions, deletions and substitutions as such
officials executing the same may approve, such execution to
be conclusive evidence of ally such approval, and to affix
thereto or impress thereon, the seal (if any) of the Town.
Section 4. The appropriate officers and agents of the
Town are hereby authorized, empowered and directed to execute
such other documents, instruments, contracts and
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FROM 4 04 224 854 12-10-91 n1=31 FP.f Fn
certificates, whether or not expressly contemplated hereby,
and to do all acts and things, in each case, as may be
necessary to carry out and comply with the provisions of this
Ordinance and the provisions of the Third Supplemental
Indenture authorized herein, for the full, punctual and
complete performance of all terms, covenants, provisions and
agreements herein and therein contained, and as otherwise may
be necessary or desirable to effectuate the purpose and
intent of this Ordinance.
Section 6. All orders, bylaws, ordinances and
resolutions, or parts thereof, in conflict with this
Ordinance, are hereby repealed. This repealer shall not be
construed to revive any order, bylaw, ordinance or resolution
or part thereof, heretofore repealed.
Section 7. If
any section,
paragraph, clause
or
provision of this
Ordinance shall fo
r any reason be held
to
be invalid or
unenforceable,
the invalidity
or
unenforceability of such section,
paragraph, clause
or
provision shall not
affect any of the
remaining provisions
of
this Ordinance.
Section 8. The Town's approval of the Third
Supplemental Indenture is conditioned upon receipt by the
Town of the opinion of Kutak Rock & Campbell or other
nationally recognized bond counsel, as required by the terms
of the Indenture.
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FE^M 4042224654 12--10-91 01:31 FM F0-,
INTRODUCED, PASSED ON FIRST READING, APPROVED AND ORDERED
POSTED, this 11th day of December, 1991 and a public hearing on
this Ordinance shall be held at the special meeting of the Town
Council at 1_2/Noon in the Municipal Building of the Town of Avon,
Colorado.
TOWN OF AVON, COLORADO
Jerr Davi , Mayor
ATTEST:
Patty Ney part, ` own Clerk
INTRODUCED, PASSED ON SECOND READING, APPROVED AND ORDERED POSTED
this 19th day of December ----1 1991.
TOWN OF AVON, COLORADO
1 ~yrnold VMayor Pro-Tem
ATTEST:
Patty N char Town Clerk
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 121NOON ON THE
19TH DAY OF DECEMBER, 1991, AT THE `.TOWN HALL FOR THE PURPOSE
OF CONSIDERING THE ADOPTION OF ORDINANCE NO. 91-8, SERIES OF
1991:
AN ORDINANCE AUTHORIZING A SUPPLEMENT TO THE INDENTURE
RELATING TO THE TOWN OF AVON, COLORADO $9,000,000 INDUSTRIAL
DEVELOPMENT REVENUE BONDS (AVON/WYNFILED INN PROJECT), SERIES
1984.
A copy of said Ordinance is attached hereto, and is also on
file at the office of the Town Clerk, and may be inspected
during regular business hours.
Following this hearing the Council may consider final passage
of this Ordinance.
This notice is given and posted by order of the Town Council
of the Town of Avon, Colorado.
Dated this 11th day of December, 1991.
TOWN OF AVON, COLORADO
BY.
Patty Ne hart
Town Cler
POSTED AT THE FOLLOWING PUBLIC PLACES WITHIN THE TOWN OF AVON
ON DECEMBER 11, 1991:
THE AVON POST OFFICE IN THE MAIN LOBBY
THE CITY MARKET IN THE MAIN LOBBY
THE COASTAL MART, INC.; AND
THE AVON MUNICIPAL BUILDING IN THE MAIN LOBBY