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TC Res. No. 1988-31- i~~tdt88 RESOLUTION NO. 88-31 A RESOLUTION REGARDING AUTHORIZING THE EXECUTION AND DELIVERY OF A SUPPLEMENT TO ITS INDENTURE OF TRUST, AND THE EXECUTION AND DELIVERY OF MUNICIPAL REAL PROPERTY LEASE AND INTERGOVERNMENTAL AGREEMENTS AND OTHER AGREEMENTS AND DOCUMENTS PERTAINING THERETO; RATIFYING AND REAFFIRMING ACTION PREVIOUSLY TAKEN CONCERNING SAID BONDS; AND REPEALING ALL RESOLUTIONS IN CONFLICT HEREWITH TOWN OF AVON Eagle County, Colorado 1988 WHEREAS, the Town of Avon (the "Town") in the County of Eagle and State of Colorado, is a municipal corpo- ration-duly organized and existing under the Town's Home Rule Charter (the "Charter") adopted pursuant to Article XX of the Constitution of the State of Colorado; and WHEREAS, the Town has previously adopted its ordinance No. 87-27, Series of 1987, entitled AN ORDINANCE AUTHORIZING THE ISSUANCE OF THE TOWN OF AVON'S COLORADO PUBLIC LEASING PROGRAM REVENUE BONDS SERIES 1987, IN THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF $25,000,000; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, AND THE EXECUTION AND DELIVERY OF MUNICIPAL LEASE AND INTERGOVERNMENTAL AGREEMENTS AND OTHER AGREEMENTS AND DOCUMENTS PERTAINING THERETO; APPOINTING A TRUSTEE AND BOND REGISTRAR; APPOINTING A PROGRAM REPRESENTATIVE: AUTHORIZING ACTION REQUIRED TO EFFECTUATE THE EXECUTION, DELIVERY, ISSUANCE AND SALE OF SAID BONDS; RATIFYING ACTION PREVIOUSLY TAKEN CONCERNING SAID BONDS; AND REPEALING ALL ORDINANCES IN CONFLICT HEREWITH, WHEREAS, the Council has determined and does hereby determine that the Town shall supplement its program (the "Program") involving the financing of the cost of acquisition of major movable and fixed equipment and machinery of a type used or useful in connection with the essential governmental functions of governments and political subdivisions of the -1- State of Colorado (such major movable and fixed equipment and machinery being referred to previously as the "Program Equipment", and.such governments and political subdivisions being hereinafter referred to as "Participants") by the addition to Program Equipment of real property and the improvements thereon (including fixtures) similarly used by Participants; and WHEREAS, the Town intends to lease property including both the property previously referred to as the "Program Equipment"- and real property and the improvements thereon (including fixtures) (collectively hereinafter "Program Equipment") to each respective Participant by entering into a series of Municipal Lease and Intergovernmental Agreements (the "Lease Agreements") by and between the Town and the Participants, which Lease Agreements the Town will assign to the Trustee as security for the Bonds and which, in the aggregate, shall provide for the payment by the Participants of rentals in amounts sufficient together with income from the investment of the Funds and Accounts established under the Indenture, to enable the Town to pay the principal of and interest on the Bonds and other costs incurred in connection with the Program; and WHEREAS, the Town Council wishes in all respects to continue the Program as adopted by Ordinance; and WHEREAS, there have been presented to and filed with the Council for review at this meeting (1) the proposed form of the Supplement No. 1 to the Indenture; (2) the proposed form of an Amendment No. 1 to the Program Administration Agreement dated as of December 15, 1988 (the "Program Administration Agreement"), by and between the Town and George K. Baum & Company, Denver, Colorado, as program representative (the "Program Representative"); and (3) the proposed form of Municipal Real Property Lease and Intergovernmental Agreement, together with a,proposed form of Commercial Contract to Buy and Sell Real Estate; THEREFORE, BE IT RESOLVED BY. THE TOWN COUNCIL OF THE TOWN OF AVON, EAGLE COUNTY, COLORADO, THAT: Section 1. Authorization. There . is hereby authorized the,supplementatioh of the Colorado Public Leasing Program to include real property and improvement thereon (including fixtures) within the scope and definition of the Program as property which may be leased. -2- Section 2. Approvals. (a) Indenture. The Supplement Number One to the Indenture shall be in substantially the form presented to the Town Council at this meeting. The form, terms, covenants and conditions of the Supplement Number One to the Indenture are hereby approved and adopted, and the Mayor and Town Clerk are hereby authorized to execute, attest and affix the seal of the Town to the Indenture on behalf of the Town, and to deliver the same as appropriate. (b) Program Administration Agreement. The Amendment No. 1 to the Program Administration Agreement shall be in substantially the form presented to the Town Council at this meeting. The form, terms, covenants and conditions of the Amendment No. 1 to the Program Administration Agreement are hereby approved and adopted, and the Mayor and Town Clerk are hereby authorized to execute, attest and affix the seal of the Town to said Amendment to Agreement on behalf to the Town, and to deliver the same as appropriate. (c) Lease Agreements. The Municipal Real Property Lease and Intergovernmental Agreement and Commercial Contract to Buy and Sell Real Estate shall be in substantially the forms presented to the Town Council at this meeting. The forms, terms, covenants and conditions of. the Municipal Real Property Lease and Intergovernmental Agreement and Commercial Contract to Buy and Sell Real Estate are hereby approved and adopted, and the Mayor, the Town Clerk and the Town Manager, and any other persons who may from time to time be designated in writing by the Mayor, are authorized, on behalf of the Town, to execute, attest and affix the seal of the Town to such Municipal Real Property Lease and Intergovernmental Agreement and Commercial Contract to Buy and Sell Real Estate as may from time to time be entered into by and between the Town and other "governments" (as such term is defined in Colorado Revised Statutes § 29-1-202, as amended), and as such Agreements may be presented to the Town from time to time by the Program Representative or the Trustee for execution on behalf of the Town; and to deliver the same as appropriate. (d) Modifications. The documents described in subsections a, b, and c of this Section 2, shall be executed and delivered in substantially the forms presented to the Town Council at this meeting, but maybe executed and delivered with such modifications as are consistent with the purposes of this Resolution and as shall be approved by the Mayor, the execution of such documents by the Mayor being -3- conclusive evidence of the approval of any such modifications. It shall not be necessary that the same persons execute each of such documents. Section 3. Authorization of Officers. Any of the Mayor, the Town Clerk and the Town Manager of the Town is hereby further authorized and directed on behalf of the Town to accept, receive, transfer, assign, execute, attest and deliver all such other documents, instruments, certificates and other materials as are necessary or convenient in connection with the authorization, issuance, sale and delivery of the Supplement Number One to Indenture, the Municipal Real Property Lease and Intergovernmental Agreement and Commercial Contract to Buy and Sell Real Estate, the Amendment No. 1 to Program Administration Agreement and or otherwise in furtherance of the Program, to take such further actions as may be necessary or convenient in connection therewith. Section 4. Adoption of Covenants. All covenants, statements, representations and agreements contained in the Supplement Number One to Indenture, the Municipal Real Property Lease and Intergovernmental Agreement and Commercial Contract to Buy and Sell Real Estate, and the Amendment No. 1 to Program Administration Agreement are-hereby approved and adopted as the covenants, statements, representations and agreements of the Town. Section 5. Prior Inconsistent Actions; Repealer. All ordinances, acts, orders, resolutions, or part thereof, of the Town that are inconsistent or in conflict with this Resolution are hereby repealed to the extent only of such inconsistency or conflict. This repealer shall not be construed so as to revive any ordinance, act, order, resolu- tion, or part thereof, heretofore repealed. Section 6. Severability. Each Section of this Resolution and each subdivision or paragraph of any Section hereof is hereby declared to be independent, and should any Section of this Resolution or subdivision or paragraph of any Section hereof be judicially adjudged invalid or unenforce- able, such judgment shall not affect, impair or invalidate any other Section, subdivision or paragraph of this Ordi- nance, the intention being that the various Sections, subdi- visions and paragraphs hereof are severable. Section 7. Interpretation; Captions. Notwith- standing.anything to the contrary, the terms, covenants and conditions set forth herein shall be liberally construed to effectuate the purposes described, and sustain the validity -4- E • hereof, and nothing shall be deemed to prohibit or limit any -action, stated or otherwise, allowed by law unless specifi- cally constrained herein. Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa; words of the singular number, shall be construed to include correlative words of the plural number and vice versa; and the terms "hereof", "hereby", "hereto", "hereunder" and similar terms mean and refer to this Resolution. The captions set forth in this Resolution are for convenience of reference only, do not form a substantive part of this Resolution, and shall not be interpreted as to re- strict or enlarge a substantive provision of this Resolution. Section 8. Disposition of-Resolution. This Resolution, as adopted by the Council, shall be numbered and recorded by the Town Clerk in the offical records of the. Town. The adoption and publication shall be, authenticated by the signatures of the Mayor and Town Clerk, and by certifi- cate of publication. Section 9. Effective Date. This Resolution shall 'be in full force and effect upon its final passage. INTRODUCED AND PASSED ON FIRST READING, THIS DAY OF , 1988. Mayor Town of Avon, Colorado (S E A L) Attest: Town Clerk Town of Avon, Colorado -5- r of Avon P. O. Box 975, Avon, CO 81620 December 1, 1988 Sherman & Howard Dee Wisor, P.C. 633 17th Street Suite 3000, Denver,•CO 80202 Re: (DRAFT) Ordinance authorizing the issuance of the Town of Avon's Colorado Public Leasing Program Revenue Bonds Series 1987 Dear Dee: Please find enclosed a copy of an ordinance authorizing the issuance of the Town of Avon's Colorado Public Leasing Program Revenue Bonds Series 1987. This is for your review. If you have any questions please do not hesitate to call. S' ce ely Patricia oyle Town Clerk cc: File