TC Res. No. 1985-38RESOLUTION NO. 85-38
A RESOLUTION AUTHORIZING A SUPPLEMENT TO THE
INDENTURE, AN AMENDMENT TO THE LOAN AGREEMENT
AND AN ASSIGNMENT OF THE RIGHTS AND OBLIGATIONS
UNDER THE LOAN AGREEMENT RELATING TO THE TOWN_
OF AVON, COLORADO, $9,000,000 INDUSTRIAL
DEVELOPMENT REVENUE BONDS (AVON/BEAVER CREEK
HOLIDAY INN HOTEL PROJECT), SERIES 1984.
WHEREAS, the Town of Avon, Colorado, (the "Town")
has heretofore issued its $9,000,000 Industrial Development
Revenue Bonds (Avon/Beaver Creek Holiday Inn Hotel 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 (the "Act"), specifically to
provide financing for constructing a hotel facility (the
"Project";) for. Avon- Resort Properties,' 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
"Indenture") and, simultaneously entered into a Loan Agree-
ment dated as of December '15, 1984 (the "Loan Agreement")
between itself and'the.Borrower pursuant to which the Town
agreed to loan the proceeds (the "Loan Proceeds") from the
sale of its Bonds; and.
WHEREAS, the Borrower has determined that it is
unable to complete the Project as proposed and intends to
enter into an agreement with Wynfield One, Ltd. ("Wynfield")
whereby Wynfield proposes to purchase certain assets of the
Borrower and assume the Borrower's rights and obligations
under the Loan Agreement with respect to the Loan Proceeds
from the sale of the Bonds and construct a Wynfield Inn; and
WHEREAS, the purpose of the Project was and is and
the effect thereof will be to enable the Town to promote
industry and develop a trade or other economic activity-by
inducing profit or non-profit corporations, federal govern-
mental offices, hospitals and agricultural, manufacturing,
industrial, commercial, or business enterprises to locate,
expand or remain in this state, to mitigate the serious
threat of extensive unemployment in parts of the state, to
secure and maintain a balanced and stable economy in all
parts of the state, or to further the use of' its
W
•
agricultural products or natural resources, and to provide
more adequate facilities for conventions and trade shows,
all of which promote the public health, welfare, safety,
convenience and prosperity; and
WHEREAS, the Borrower intends to assign (the
"Assignment") its rights and obligations under the Loan
Agreement, including its rights to the proceeds of the
Bonds, to Wynfield and Wynfield intends to construct the
Project on a parcel of land within a very short distance
from the original proposed site; and
WHEREAS, Wynfield desires to have the approval of
the Town Council before proceeding to cause to be prepared a
supplement to the Indenture, an amendment to the Loan
Agreement and the necessary documents to effect the Assign-
ment;
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL
OF THE TOWN OF AVON, COLORADO:
Section 1. All action not inconsistent with
the provisions of this Resolution heretofore taken by the
Town Council and the officers of the Town directed toward
the Assignment of the rights and obligations of the Borrower
under the Loan Agreement to Wynfield and the completion of
the Project is hereby ratified, approved and confirmed.
Section 2. The proposed Wynfield Inn is hereby
approved (subject to any other necessary approvals of the
Town Council or any department of the Town) as the Project.
Section 3. To defray the cost of construction
of the Project and any incidental expenses incurred in
effecting the Assignment (including any reasonable expenses
of the Town), the Assignment, the amendment to the Loan
Agreement and supplement to the Indenture are hereby au-
thorized.
Section 4. The Town Attorney is hereby au-
thorized to approve, the forms of the amendment to the Loan
Agreement and the supplement to the Indenture and the Mayor
and Town Clerk or other authorized officer of the Town are
hereby authorized and directed to execute the amendment to
the Loan Agreement, the supplement to the Indenture and any
other document the Town Attorney deems necessary to effect
the Assignment and to affix the Town seal thereto.
Page 2
e
Section 5. All orders, bylaws and resolutions,
or parts thereof, in conflict with this Resolution are
hereby repealed. This repealer shall not be construed to
revive any order, bylaw, or resolution or part thereof,
heretofore repealed.
Section 6. 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-
forceability of such section, paragraph, clause or provision
shall not affect any of the remaining provisions of this
Resolution.
Section 7. This Resolution shall take effect
immediately upon its introduction and passage, subject to
satisfaction of the conditions contained in Section 8
hereof. It is, however, the desire of the Town that
Wynfield diligently pursue the timely Assignment of the
rights and obligations under the Loan Agreement; to that
end, the Town may reconsider and repeal this Resolution if,
upon review, it is determined that Wynfield is not proceed-
ing in a diligent and timely fashion.
Section 8. The effectiveness of this Resolu-
tion is conditioned upon satisfaction of the following
conditions no later than 5:00 P.M. on January 31, 1986:
a. Execution of a proposed option agreement
between Borrower and Sunroad Capital Corporation providing
for acquisition of the real property necessary to con-
struction of the project.
b. Resolution of those certain actions
titled Sunroad Group, Ltd. v. Town of Avon, et al. (United
States District Court Action No. 84C2926) and Roadcal, a
California Partnership v. Town of Avon, Colorado, et al.
(District Court for Eagle County Action No. 82CV169).
INTRODUCED, READ AND ADOPTED on November 26, 1985,
by a vote of 6 for and 0 against at a regular
meeting of the Town Council at 7:30 per. M., at Avon Munici-
pal Building, 400 Benchmark Road, Avon, Colorado.
hh l.Rr
Mayor
• .4j
o w ;h C tl
Pacfe 3
t~
TO: BILL JAMES
FROM: ERICK STOWE
5 Pages including cover page
RESOLUTION - NOT YET PROOFED
Please call Bill J-am''s
94.9-4280
I d t]: 0 1 58 7 T' I T -Id 3110i'= 1.1 1--'1a3 1-117d 3
DRAFT OF
DATE OF
STATE OF COLORADO ) CONTAINED RAFT OF TH
} INSTRUMENT DESCRIBED ABOVE WHICH IS SUBJECT TO
COUNTY OF EAGLE ) ss. CORRECT&I AND CHANGE THIS DRAFT IS FOR INFOR-
MATION AND REVIEW PURPOSES ONLY.
TOWN OF AVON } LAFF, STOWE & HERSKOVITS
ATTORNEYS AT I ANN
The Town Council. of the Town of Avon, Eagle County,
Colorado, met in regular session, open to the public, in full
conformity with law and the ordinances, rules and Charter of the
Town, at the Avon Municipal Building, 440 Benchmark Road, Avon,
Colorado, on Tuesday, the 12th day of November, 1985, at the hour
of .P.
Upon roll call the
quorum:
Mayor:
Mayor Pro Tem:
Council Members:
Also Present:
Town Manager:
Town Clerk:
Town Attorney:
following were present, constituting a
Alan Nottingham
Sheila Davis
Don Buick
Al Connell.
Stephen Miller
Clinton Watkins
A. J. Wells
Bill James
Patricia J. Doyle
John Dunn
The following persons were absent:
The following persons were present:
Thereupon, Council Member introduced
the following resolution:
'd I=:CI ss/~71 •II :),:d 31'1C'1S Q `-DId3 1J:ad~
DRAFT
~ J
HEREIN IS A PRELIINA D E
. r~
RESOLUTION No. 85-38
A RESOLUTION AUTHORIZING A SUPPLEMENT TO THE INDENTURE,
AN AMENDMENT TO THE LOAN ACREEME'NT AND AN ASSIC;iMFNT OP
THE RIGHTS AND OBLIGATIONS UNDER THE LOAN AGREEMEN'T'
RELATING TO THE TOWN OF AVON, COLORADO $9,500,000
INDUSTRIAL DEVELOPMENT REVENUE BONDS (AVON/BEAVER CREEK
HOLIDAY INN HOTEL PROJECT), SERIES 1984.
WHEREAS, the Town of Avon, Colorado (the "Town") has
heretofore issued its $9,500,000 Industrial Development Revenue
Bonds (Avon/Beaver Creek Holiday Inn Hotel 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 (the
"Act"), specifically to provide financing for constructing a
hotel facility (the "Project") for Avon Resort Properties, 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 "Indenture") and
simultaneously entered into a Toan Agreement dated as of December
15, 1984 (the "Loan Agreement") between itself and the Borrower
pursuant to which the Town agreed to loan the proceeds (the "Loan
Proceeds") from the sale of its Bonds; and
WHEREAS, the Borrower has determined that it is unable to
complete the Project as proposed and intends to enter into an
agreement with either Wynfield One, Ltd. or wynfield Inns Inc.
(both entities are related to AIRCOA and hereinafter will be
collectively referred to as "wynfield") whereby Wynfield proposes
to purchase certain assets of the Borrower and assume the
Borrower's rights and obligations under the Loan Agreement with
respect to the Loan Proceeds from the sale of the Bonds and
construct a 150 room Wynfield Inn; and
WHEREAS, the purpose of the Project was and is and the
effect thereof will be to enable the Tcwn to promote industry and
develope and trade or other economic activity by inducing profit
or non-profit corporations, federal governmental offices,
hospitals and agricultural, manufacturing, industrial,
commercial, or business enterprises to locate, expand or remain
in this state, to mitigate the serious threat of extensive
unemployment in parts of the state, to secure and maintain a
balance and stable economy in all parts of the state, or to
further the use of its agricultural products or natural
resources, and to provide more adequate facilities for
conventions and trade shows, all of which promote the public
health, welfare, safety, convenience and prosperity; and
-2-
d 1 CSS~1,'11 1 T d 311C1S C1 :ii' 163 LdC,a3
~ r
WHEREAS, the Borrower intends to assign (the "Assignment")
its rights and obligations under the Loan Agreement to Wynfield
and Wynfield intends to construct the Project on a parcel, of land
within a very short distance from the original proposed site; and
WHEREAS, Wynfield desires to have the approval of the Town
Council before proceeding to cause to be prepared a supplement to
the Indenture, an amendment to the Loan Agreement and the
necessary documents to effect the Assignment;
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF AVON, COLORADO:
Section 1. All action not inconsistent with the
provisions of this Resolution heretofore taken by the Town
Council and the officers of the Town directed toward the
Assignment of the rights and obligations of the Borrower under
the Loan Agreement to Wynfield and the completion of the Project
is hereby ratified, approved and confirmed.
Section 2. The proposed 150 room Wynfield inn is hereby
approved (subject to any other necessary approvals of the Town
Council or any department of the Town) and the Project.
Section 3. To defray the cost of construction of the
Project and any incidental expenses incurred in effecting the
Assignment (including any reasonable expenses of the Town), the
Assignment, the amendment to the Loan Agreement and supplement to
the Indenture are hereby authorized.
Section 4. The Town Attorney is hereby authorized to
approve the forms of the amendment to the Loan Agreement and the
supplement to the Indenture and the Mayor and Town Clerk or other
authorized officer of the Town are hereby authorized and directed
to execute the amendment to the Loan Agreement, the supplement to
the Indenture and any other document the Town Attorney deems
necessary to effect the Assignment and to affix the Town seal
thereto.
Section S. All orders, bylaws and resolutions, or parts
thereof, in conflict with this Resolution are hereby repealed.
This repealer shall not be construed to revive any order, bylaw,
or resolution or part thereof, heretofore repealed.
Section 6. If any section, paragraph, clause or
provision of this Resolution shall for 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 Resolution.
Section 7. This Resolution shall take effect immedj-Ately
upon its introduction and passage. It is, however, the desire of
the Town that Wynfield diligently pursue the timely Assignment of
the rights and obligations under the Loan Agreement; to that end,
-3-
1, ' d V ~3 : V T S 1 11 T I d 3 M C, i S I ;i I 3 l'J
S 'd -IHiOi
the Town may reconsider and repeal this Resolution if upon
review, it is determined that Wynfield is not proceeding in a
diligent and timely fashion.
INTRODUCED, READ, AND ADOPTED ON November 12, 1985, by
a vote of for and 0 against at a regular meeting of the
Town Councilll at 0 M. at Avon Municipal Building, 400
Benchmark Road, Avon, Colorado.
Mayor
(S E A L)
ATTEST:
Town Clerk
-4-
S ' d 9 ~3 : O 1 S8 • ~ t . i t :ld 3110iS G d-) i 83 H06A