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TC Minutes 12-20-1984• • MINUTES OF A SPECIAL AVON TO'VJ7N COUNCIL MEETING - HELD DECEMBER 20, 1.984 - 12:NOON The Snecial Meeting of the Town Council of the Town of Avon, Colorado was held in the Municipal Building, 400 Benchmark Road, Avon, Colorado, in the Council Chambers. The meeting was called to order by Mayor Allan Nottingham at 12:13 p.m. A roll call was taken with Steve Miller, Sheila Davis, A.J. I'7ells and Al Connell present. Clint Watkins and Don Buick were absent. Also present were Town Attorney John Dunn, Town Manager Bill Jaires, Rod Brown of Colorado Resort Properties, Inc., as well as members of the press and public. The Mayor stated that the meet.inn was called to order so that the Council could take action on Ordinance! No. 84-15 for the Industrial Development Bonds for the Avon Resort Properties Project. The Mayor entertained a motion for A.J. Wells and Allan Nottinrhar2 to stun down because of conflict of interest. Steve Miller so moved.. The motion was seconded by Al Connell and was carried with Allan Nottinahar-. and A.7 U. .yells abstainincr. The Mayor Pro Ter. then proceeded. :second reading of Ordinance No..84-15, Series of 1984, AN ORDINANCE GIVING FINAL APPROVAL TO A PROPOSED INDUSTRIAL DEVELOPMENT PROJECT BY AVON RESORT PROPERTIES, COLORADO GENERAL PARTNERSHIP, UNDER, THE COLORADO COUNTY AND MUNICIPALITI DEVELOPMENT REVENUE BOND ACT AND AUTHORIZING THE ISSUANCE AND SALE OF ;10,000,000 INDUSTRIAL DEVELOPMENT BONDS(AVON RESORT PROPERTIES PROJECT), SERIES OF 1984, TO HELP DEFRAY THE COST OF ACQUIRING AND CONSTRUCTING SAID PROJECT. The ~4ayor Pro Tem read the title in its entirety. It was noted that this was a public hearing. The Town Attorney stated that there were some changes which needed tc be made in the text of Ordinance 84-15 prior to discussion. On page 3, in the 3rd recital, change, "Ordinance 83-57" to "Resolution 83-57", on pane 5, Section 6, after the word "there", insert, "Dated", and capitalize the next word, "Date", strike the language, "of issuance and original delivery", insert in the blanks, "8", so that the first three lines of Section 6 would read., "The :bonds will bear interest from their Dated Date until January 21, 1985 at the rate of eight percen.t(8°)per annum from. January 21, 1985 until Decer:,ber 15, 1987". On page 11, which was tie form of the reverse of the bond., paragraph title "Interest Rates", the same chances would be made as above, so that the first three lines would read, "she bonds will bear interest from their Dated Date until January 21, 1985 at the :rate of eight percent(8o)per annum from January 21, 1985 until Decerher 15, 1937". On page 18, Section 8, paragraph C, after the words, "Loan Agreement" in the first line, insert the words, "if paid" so that the paragraph would read, "The amounts payable under the Loan Agreement, if paid, in addition to all other requirements of the Agreement in this ordinance, are sufficient to pay all sums referred to in paragraph B in this section". At that point the attorney recommended a motion from the Council to adopt the ordinance on second reading. Al Connell moved approval of O:rdinance:No.34-15, Series of 1984 on second reading. The motion was seconded by Steve Miller and was carried with Allan Nottingham and A.J. G^:el]_s abstaining. Discussion followed. The Town Attorney stated that when the ordinance was passed on first reading, he-wanted it noted that the Council not be taken as having approving any of the documents which are referred to in Section 9 of the ordinance, page 18. He stated that they have received and reviewed a draft of the Loan Agreement, Trust Endenture, and Company note, but have not seen nor reviewed a Bond Purchase Agreement, which was referred to in Section 9. Mr. Dunn stated that in the same paragraph that the words,"subject to the right of the Mayor to veto this ordinance", should be deleted since the Mayor does not have the right to veto. Mr. Dunn stated that the documents have to be in perfect draft. The attorney discussed several other concerns he had concerning the documents. He stated that they may or may not be important, but stated that the language should be consistent through out the documents. The attorney stated that Rod Brown had just brought new documents in and that he had not had a chance to review those documents. The Town Manager discussed some of the concerns he had with the documents. After discussion it was agreed to recess until John Dunn could talk to Steve Deming of the Firm of Stow and.Herskovits. The Mayor Pro Tem recessed the meeting at 12:46 p.m. The Council reconvened at 1:02 p.m. Discussion followed. The Council agreed to continue the public hearing meeting until tomorrow, Friday, December 21, 1984 at 7:30 p.m. so that the attorney could review the documents and to work out some minor problems thev had with the documents. Al Connell moved to continue the Council Meeting until December 21, 1984 at 7:30 p.m. The motion was seconded by Steve Miller and was carried with Allan Nottingham and A.J. Wells abstaining. The meeting recessed at 1:25 p.m. -2- • • MINUTES OP THE CONTINUED COUNCIL MEETING OF DECEMBER 20, 1984, 1984 - HELD DECEMBER 21, 1989. - 7:30 P.M. This was a continuation of the meeting was called to order by roll call was taken with Clint A.J. Wells, Al Connell and Dori Attorney Art Abplanalp, Town r11 press and public. December 20, 1984 Council Meeting. The Mayor Allan Nottingham at 7:30 P.m. A Watkins, Steve Miller, Sheila Davis, Buick present. Also present were Town 3.nager Bill James, as well as members of the The Mavor stated that this was a continuation from. the December 20th meeting and was called for the purpose for approval of Ordinance No. 84-15 on second reading. This was a public hearing. The Mavor entertained a motion for A.J. Wells and Allan Nottingham to step down because of conflict of interest. Al Connell so moved. The motion was seconded by Don Buick and was carried with Allan Nottingham and A.J. [,ells abstaining. The Town Manager stated that lie had met with Bond Counsel for Avon Resort Properties, Inc., and also with Jim Orr. He stated that Mr. Orr informed him that he had constructed twenty five holiday Inns, in Denver. Mr. Orr had also built the Curriaahn Hall in Denver. He stated that there were a couple of areas in the Aareement that they have changed; 1) that the start date would be November 30, 1985 and the completion date would be December of 1987; 2) that a clause would be added in terms of when the Town would be paid their 1/4 of 1%, which would be paid no later then January 31, 1985; 3) extension of the three years, only with the consent of the Town; 4) that the costs incurred by the Town would be reimbursed to the Town in addition to the 1/4 of 1% whether or not there was a redemption of a cause of a. referendum request. Don Buick had a concern of the letter of credit. The Town Manager stated that the bonds actually close on January 21, 1985. He stated that they have three alternate securites; 1) is the letter of credit; 2) is a insurance annuity; 3) would be alternative financing_ in terms of a construction loan. lie stated that after talking to Bond Counsel, they seemed to move more toward the terms of a letter of credit, and that may not take place until May of 1935. After discussion a roll call was taken with Al Connell, Steve Miller, Clint Watkins, Don Buick voting aye. There were no nay votes. The motion carried with Allan Nottingham and A.J. Wells abstaining. • Al Connell moved to appoint the Town Manager as the Issuer Representative so that he could sign all the doucments. The motion was seconded by Steve Miller. Art Abplanalp stated that if there were instruments missing at the time of the pre-closing, which would occur in Denver, then John Dunn felt that he needed to be there to make sure that all the documents were in order, and that if some of the documents were missing then he would be . going to New York, which would be at the cost of the issuance. The motion carried with Allan Nottingham and A.J. Wells abstaining. Mr. Abplanalp stated that the Bond Ordinance require that, in regard to the Town Manager signing all documents, a resolution be drafted to so authorize. Clint Watkins moved that Willian. D. James as Town Manager of the Town of Avon shall be selected as the issuer representative in all actions required under the ordinance to effect this issuance of the bonds authorized in ordinance 84-15. The motion was seconded by Al Connell and was carried with Allan Nottingham and A.J. Wells abstaining. The Mayor and Mr. Wells resumed their seats. There being no further business to come before the Council Don Buick moved to adjourn. The motion was seconded by Al Connell. The meeting was adjourned by Mayor Allan Nottingham at 8:05 p.m. Approved: spectfully submitted atricia J. Doti e, Town C er t -2-