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TC Res. No. 1983-58RESOLUTION NO. 83-58 SERIES OF 1983- RESOLUTION SETTING FORTH THE TOWN OF AVON'S INTENT TO ISSUE INDUSTRIAL DEVELOPMENT REVENUE BONDS TO FINANCE THE PRIME TIME PROPERTIES, INC. PROJECT WHEREAS, representatives of Prime Time Properties, Inc., a Colorado corporation (the "Company"), have met with officials of the Town of Avon, Colorado (the "Town"), and have „ advised the Town of the Company's interest in having the Town issue a series of industrial development revenue bonds pur- suant to the Colorado County and Municipality Development Revenue Bond Act constituting Article 3, Title 29, Colorado Revised Statutes (the "Act"), to finance the acquisition, con- struction and equipping of commercial and industrial facilities, facilities for furnishing water and other utilities, sports and recreation facilities, and residential facilities for low- and middle-income persons and families, consisting of land, buildings and equipment (the "Project") to be owned by the Company; and WHEREAS, the Town Council has considered the Company's request and has concluded that the application is complete and that issuance of such bonds for such purpose will promote trade and produce substantial economic benefit for the Town and desires to indicate its intent to proceed with the finan- cing of the Project. NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of Avon, Colorado, that: SECTION 1. In order to assist and to induce the Company to locate the Project within the boundaries of the Town, it is the Town Council's intent to take all necessary or advisable steps to effect the issuance of industrial develop- ment revenue bonds in the maximum aggregate principal amount of $1.5,000,000 or such lesser amount as shall be determined and agreed upon by the Company and the Town to finance the Project. SECTION 2. The Town shall be reimbursed for any ex- penses borne by the Town in connection with the adoption of this Resolution, the performance by the Town of its obligations hereunder, the issuance of such industrial development revenue bonds, the preparation of any documents relating thereto and any legal or financial consultants retained in connection - therewith. SECTION 3. Prior to the execution of any financing agreement, mortgage or indenture of trust, bond purchase agree- ment or any other necessary documents and agreements in connec- tion with such bonds, such documents and/or agreements shall be subject to authorization by ordinance of the Town pursuant to law. SECTION 4. Contemporaneously with the delivery of the bonds, the Company will enter into a financing agreement with the Town under the terms of which it will be obligated to complete the acquisition, construction and installation of the Project, to use the proceeds of the bonds to pay only the costs of acquiring, constructing and installing the Project, including payment of interest on the bonds during the con- struction period of the Project (not to exceed three years)', the funding of any necessary reserves and the payment of the expenses incidental to the issuance and sale of the bonds, and to pay all reasonable expenses of the Town'in connection with the bonds. The financing agreement shall contain such other provisions as may be required by law and such other provisions as shall be mutually acceptable to the Town and the Company. SECTION 5. All commitments of the Town under this Resolution are subject to the following conditions: (1) the bonds which are the subject of this Resolution shall not be issued until and unless on or before 12 months from the date of adoption of this Resolution the Town shall have agreed with all necessary parties on mutually acceptable terms for the bonds and the sale and delivery thereof and mutually accepta- ble terms and conditions of any trust instrument in respect to the bonds and any other documents and actions referred to herein or otherwise necessary to effect the provisions of this Resolu- tion; (2) the Town shall have received all information neces- sary to satisfy it regardinq the desirability of the issuance of the bonds, including but not limited to all information re- quired to the Town; (3) the Town shall have received an unquali- fied approving legal opinion of bond attorneys acceptable to the Town; and (4) the Project shall comply with all land use regulations prior to the issuance of the bonds. If the events set forth in this section as prerequisites to the issuance of the bonds do not take place, the Company agrees that it will make payment of all expenses incurred by the Town in associa- tion with the proposed bond issue. In no event shall the Town be represented to be responsible for any expenses incurred during any phase of the implementation of the within Resolution or the proposed issuance of the bonds. SECTION 6. Any affirmative effort on the part of the Company toward issuance of the bonds authorized hereunder subsequent to the adoption of this Resolution by the Town shall constitute acceptance by the Company of the conditions herein - imposed upon the agreement of the Town established by this Resolution. -2- SECTION 7. The Company's rights to have the Project financed by the Town may be assigned by the Company with the consent of the Town, which consent shall be based upon the acceptance by the Town of a Development Revenue Bond application by the proposed assignee. SECTION 8. 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, theretofore re- pealed. SECTION 9. 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 10. This resolution shall take effect imme- diately upon its introduction and passage,"provided the Company shall within 90 days submit evidence in compliance with Resolution No.81-8. If such evidence is determined not to be in compliance with said Resolution or if such evidence causes the Town to reconsider its desire to indicate its intent, this Resolution may be repealed". INTRODUCED, READ AND ADOPTED ON DECEMBER 30, 1983. -3- ila R. 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