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Home My WebLink About1991-14 Authorizing the Appointment of a New Indexing Agent and Amendment No. 1 to the Remarketing Agreement for the TOV $17,000,000 Sports Facilities Revenue Bonds, Series of 1984RESOLUTION NO. 14 SERIES 1991 A RESOLUTION AUTHORIZING THE APPOINTMENT OF A NEW INDEXING AGENT AND AMENDMENT NO. 1 TO THE REMARKETING AGREEMENT FOR THE TOWN OF VAIL $17,000,000 SPORTS FACILITIES REVENUE BONDS, SERIES OF 1984 WHEREAS, the Town of Vail issued $17,000,000 principal amount of its Sports Facilities Revenue Bonds (Vail Associates, Inc. Project) Series 1984 (the "Bonds") purusuant to a Trust Indenture the "Indenture"), as dated of November 1, 1984, by and between the Issue and the Trustee; WHEREAS, at the time of the issuance, Continental Bank N.A. was appointed the indexing agent for the Bonds pursuant to the Indenture; WHEREAS, at the time of issuance, Continental was also appointed remarketing agent for the Bonds pursuant to a Placement Agreement, dated November 20, 1984, by and between the Company and Continental Bank N.A. (the "Remarketing Agreement"); WHEREAS, in accordance with the procedures provided in the Indenture and the Remarketing Agreement, Continental Bank N.A. has given notice of its resignation as indexing agent and remarketing agent for the Bonds; WHEREAS, the LaSalle National Bank, a commercial banking institution with knowledge and experience in the area of municipal finance and, specifically, in the remarketing of securities like the Bonds, meets the crieteria for indexing agent and remarketing agent; and WHEREAS, Vail Associates, Inc. desires that LaSalle National Bank be appointed indexing agent and remarketing agent for the Bonds under the same terms and conditions as Continental Bank N.A. and LaSalle National Bank desires to accept such appointments; NOW, THEREFORE, be it resolved by the Town Council of the Town of Vail, Colorado: 1. The appointment of the LaSalle National Bank be appointed as the new indexing agent and remarketing agent for the $17,000,000 Sports Facilities Revenue Bonds (Vail Associates, Inc. Project) Series 1984. 2. That the Mayor of the Town of Vail is hereby authorized to execute the appointment of indexing agent and Amendment No. 1 to the Remarketing Agreement attached to this Resolution and incorporated herein by reference. INTRODUCED, READ, APPROVED AND ADOPTED this 18th day of June , 1991. le44/1//qq‘b° Kent R. Rose, Mayor ATTEST: Pamela A. Brandmeyer, Town Clerk c:lresolul9 75 south frontage road vail, coloredo 81657 303) 479-2107 office of town attorney June 25, 1991 Dan Kantor Mayer, Brown & Platt 190 South LaSalle Street Chicago, Illinois 60603-3441 RE: Certificate of Town of Vail, Colorado Appointment of Indexing Agent and Amendment No. 1 to the Remarketing Agreement Dear Mr. Kantor, Enclosed please find original Certificate of Town of Vail, Colorado, a copy of Exhibit A - Resolution No. 14, Series 1991, and a copy of the Appointment of Indexing Agent and Amendment No. 1 to the Remarketing Agreement. Please do not hesitate to call if you have any questions. Yours truly, Larry A. Eskwith Town Attorney LAE/dd CERTIFICATE OF TOWN OF VAIL, COLORADO The undersigned, as Mayor of the Town of Vail, Colorado hereinafter called the "Issuer") does hereby certify as follows: 1. The Issuer is authorized under the County and Municipality Development Revenue Bond Act (the "Act") to issue revenue bonds and, from time to time, to approve necessary amendments to documents executed in connection therewith. 2. Attached hereto as Exhibit A is a true, complete and correct copy of a Resolution duly adopted by the Issuer pursuant to the Act; such resolution was duly considered and adopted in conformity with all applicable requirements, and all other requirements and proceedings (including any and all required postings and publications) incident to the proper adoption and effectiveness of such resolution have been duly fulfilled, carried out and otherwise observed; such resolution is in full force and effect and has not been altered, amended or repealed as of the date hereof. 3. The Appointment of Indexing Agent and Amendment No. 1 to the Remarketing Agreement, dated as of May 28, 1991 (the Amendment"), among the Issuer, The Colorado National Bank of Denver, Vail Associates, Inc., LaSalle National Bank and Continental Bank N.A., as executed and delivered, is in substantially the same form and text as the copy of such document which was before and approved by the Issuer. 4. The persons executing this certificate were, on the date of execution of the Amendment, the duly chosen and acting officers of the Issuer as set forth below their respective names and their signatures appearing below are the genuine signatures of said officers. IN WITNESS WHEREOF, the undersigned have hereunto set their signatures under the seal of the Town of Vail, Colorado this day of May, 1991. TOWN OF VAIL, COLORADO Attest: 4.-4U14))4 Town Clerk APPOINTMENT OF INDEXING AGENT AND AMENDMENT NO. 1 TO THE REMARKETING AGREEMENT THIS APPOINTMENT OF INDEXING AGENT AND AMENDMENT NO. 1 TO THE REMARKETING AGREEMENT (the "Amendment"), dated as of May 28, 1991, among the Town of Vail, Colorado (the "Issuer"), The Colorado National Bank of Denver (the "Trustee"), Vail Associates, Inc. (the "Company"), Continental Bank N.A. Continental") and LaSalle National Bank ("LaSalle"), W I T NES S E T H: WHEREAS, the Issuer issued $17,000,000 principal amount of its Sports Facilities Revenue Bonds (Vail Associates, Inc. Project) Series 1984 (the "Bonds") pursuant to a Trust Indenture the "Indenture"), dated as of November 1, 1984, by and between the Issuer and the Trustee; WHEREAS, at the time of issuance, Continental was appointed indexing agent for the Bonds pursuant to the Indenture; WHEREAS, at the time of issuance, Continental also was appointed remarketing agent for the Bonds pursuant to a Placement Agreement, dated November 20, 1984, by and between the Company and Continental (the "Remarketing Agreement"); WHEREAS, in accordance with the procedures provided in the Indenture and the Remarketing Agreement, Continental has given notice of its resignation as indexing agent and remarketing agent for the Bonds; WHEREAS, LaSalle, a commercial banking institution with knowledge and experience in the area of municipal finance and, specifically, in the remarketing of securities,like the Bonds, meets the criteria for indexing agent and remarketing agent; and WHEREAS, the Company desires that LaSalle be appointed indexing agent and remarketing agent for the Bonds under the same terms and conditions as Continental and LaSalle desires to accept such appointments; NOW, THEREFORE, in consideration of the premises and the mutual representations and agreements set forth herein, the parties hereto agree as follows: Section 1. Recitals. The recitals set forth above are made a part hereof. 32E/GJS/LNB-12 Section 2. Representations and Warranties. Each of the parties hereto, represents and warrants that it is authorized to enter into and execute this Amendment. All representations and warranties made in the Remarketing Agreement are restated by the respective parties on the date hereof; provided that LaSalle makes the representations and warranties of the remarketing agent for the Bonds. Section 3. Appointment of LaSalle; Release of Continental. The Trustee hereby appoints LaSalle as indexing agent for the Bonds, and the Issuer and the Company hereby consent to such appointment. The Issuer, at the direction of the Company, hereby appoints LaSalle as remarketing agent for the Bonds. LaSalle hereby accepts such appointments. Continental is hereby released from the duties of indexing agent and remarketing agent for the Bonds and from any liabilities arising henceforth from acts or omissions of LaSalle or any other successor indexing agent or remarketing agent for the Bonds. All of the actions provided for in this section shall take effect simultaneously on the date hereof. Section 4. Terms and Conditions. The Company and LaSalle agree that LaSalle is hereby deemed to be a _arty to the Remarketing Agreement and shall serve as indexing agent and remarketing agent for the Bonds under the same terms andconditionsasheretoforehavebeenapplicabletoContinental in its role as indexing agent and remarketing agent for the Bonds. Section 5. Amendment of the Remarket_nc Agreement. The Remarketing Agreement is hereby amended as necessary to carry out fully the intent of this Amendment. Section 6. Notices to Indexina Agent or Remarketing Agent. Any notice to the indexing agent or remarketing agent pursuant to the Indenture or the Remarketing Agreement shall be in writing and addressed as follows: LaSalle National Bank National Public Finance Division 200 West Madison Street Chicago, Illinois 60606 Attention: Jonathan Gartner Telephone: (312) 781-7100 Facsimile: (312) 750-6102 Section 7. Remarketing Agreement. Except as modified by this Amendment, the Remarketing Agreement shall remain in full force and effect. 32E/GJS/LNB-12 Section 8. Counterparts. This Amendment may be executed in several counterparts, each of which sham be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Appointment of Indexing Agent and Amendment No. 1 to the Remarketing Agreement to be duly executed in their respective names, all as of the date first above written. 32E/GJS/LNB-12 TOWN OF VAIL, COLORADO By: \,:k;714‹)3,' --- Its : Jk;`) D ,'— Its: t'\AyOK THE COLORADO NATIONAL BANK OF DENVER, as trustee By: Its: VAIL ASSOCIATES, INC. By: Its: LASALLE NATIONAL BANK By: Its: CONTINENTAL BANK N.A. By: Its: