TC Res. No. 1989-05RESOLUTION NO. 89-5
A RESOLUTION AUTHORIZING THE EXECUTION
AND DELIVERY OF A SUPPLEMENT TO ITS
INDENTURE OF TRUST REGARDING ITS COLORADO
PUBLIC LEASING PROGRAM REVENUE BONDS,
SERIES 1987, TO MODIFY THE MANNER IN
WHICH THE INTEREST RATE TO BE APPLIED TO
LEASES IS TO BE DETERMINED; RATIFYING
AND REAFFIRMING ACTION PREVIOUSLY TAKEN
CONCERNING SAID BONDS; AND REPEALING ALL
RESOLUTIONS IN CONFLICT HEREWITH
TOWN OF AVON
Eagle County,,Colorado
February 28, 1989
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 Town intends to modify the manner in
which the interest rate to be applied to Lease Agreements
originated pursuant to the Program to which such Ordinance
relates shall be determined; and
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WHEREAS, the Town Council wishes in all respects to
continue the Program as adopted by the aforementioned
Ordinance; and
WHEREAS,- there have been presented to and filed
with the Town Council for review at this meeting the proposed
form of the Supplement Number One to the Indenture dated as
of January 1, 1989.
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-supplementation of the Colorado Public Leasing
Program to amend the definition of "Lease Rate" as set forth
in the Indenture.
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 said Supplement on behalf of the Town, and to
deliver the same as appropriate.
(b) Modifications. The document described in
subsection a of this Section 2 shall be executed and
delivered in substantially the form presented to the Town
Council at this meeting, but may be 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 conclusive
evidence of the approval of any such modifications.
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; execution, delivery and
performance of the Supplement Number One-to Indenture, or as
are otherwise in furtherance of the Program; and to take such
further actions as maybe necessary or convenient in
connection therewith.
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Section 4. Adoption of Covenants. All covenants,
statements, representations and agreements contained in the
Supplement Number One to Indenture 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-
Ole, 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
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
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the signatures. of the Mayor and Town Clerk, and by
certificate 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 28TH
DAY OF FEBRUARY, 1989.
Mayor
Town of Avon, Colorado
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(S E A L)
The question being upon the passage and adoption of
the Resolution, the roll was called with the following
result:
Those Voting Yes: Albert"Buz"Reynolds, Sr.
Mike Bennett
Emilie Harrison
Gloria McRory
Jim Stovall
Those Voting No: None
Those Absent: .Tarry navin
S members of the Town Council having voted in
favor of the motion, the presiding officer thereupon declared
the motion carried and the proposed Resolution duly passed
and adopted.
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Thereupon, the Town Council considered, other
business and took other action not concerning the Bonds.
Thereafter, there being no,further business to come
before the meeting, 'on motion duly made, seconded and unani-
mously carried, the meeting was adjourned.
Mayo=
Town of Avon, olorado .
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(S E A L) -
STATE OF COLORADO )
COUNTY OF EAGLE ) ss.
TOWN OF AVON )
I, Patricia J. Doyle, duly appointed and acting
Clerk of the Town of Avon (the "Town"), Eagle County,
Colorado, do hereby certify that the Resolution set forth in
the foregoing pages numbered 1 to 4, inclusive, including
supplemental pages (i) through (iii) hereof, constitute a
true and correct copy of the record of proceedings of the
Town Council of the Town, taken at a regular meeting thereof,
held at the Town Hall, in Avon, Colorado, the regular meeting
place of the Council, on Tuesday, February 28, 1989, insofar
as said proceedings relate to the introduction and passage on
first and final reading of an resolution therein set forth.
I further certify that the Mayor and 5 other
members of the Town Council were present at the meeting and
the members of the Council voted as in the minutes set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and
the seal of the Town of Avon, Colorado, this 28th day of
February , 1989.
(S E A L)
TOWN OF AVON
Eagle County, Colorado
AND
DENVER NATIONAL BANK
Denver, Colorado
a national banking association
As Trustee
SUPPLEMENT NUMBER ONE TO
INDENTURE OF TRUST
Dated as of January 1, 1989
SUPPLEMENT NUMBER ONE
TO
INDENTURE OF TRUST
THIS SUPPLEMENT NUMBER ONE TO INDENTURE OF TRUST,
executed to be effective as of the 1st day of January, 1989
(the "Supplement"), between the TOWN OF AVON, in the County
of Eagle, State of Colorado (the "Town"), a political subdi-
vision of the State of Colorado, and DENVER NATIONAL BANK, as
Trustee (the "Trustee") pursuant to that certain Indenture of
Trust dated as of the .30th day of December, 1987 between the
Town and the Trustee (the "Indenture");
W I T N E S S E T H T H A T:
WHEREAS, the Town has previously issued its bonds
designated "Colorado Public Leasing Program Revenue Bonds,
Series 1987" (the "Bonds") in the maximum aggregate principal
amount of $25,000,000 for the purpose of providing funds for
the acquisition of Equipment for leasing to participating
governments and political subdivisions of the State of
Colorado (the "Program"), in addition to paying costs of
issuance; and
WHEREAS,. the Town and the Trustee desire to enter
into this Supplement for the purpose of modifying the manner
in which the lease rate to be applied to leases originated
under the Program is~to be determined; and
WHEREAS, all acts and things have been done and
performed which are necessary to make this Supplement a valid
and binding agreement for the security of the Bonds authen-
ticated and delivered under the Indenture.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS,
THAT:
Section 1. The following definition.in Section 1.1
of the Indenture is hereby amended and°supplemented to read
as follows:
"Lease Rate" shall mean, as of each Adjustment
Date, the lesser of (1) the Bond Rate or (2) such rate of
interest as may be established by the Program Representative
without the need 'for consent of the Town or the Trustee but
with the written consent of the' Owners (or a Designated
Representative thereof) of 75% or more in aggregate principal
amount of the Bonds then Outstanding. Provided, however,
that notwithstanding the foregoing, and without the need for
consent of the Town, the Trustee or'any Owner of the Bonds,
the Program Representative may set the Lease Rate at seven
and forty-five one-hundreths percent (7.45%) per annum with
respect to the first $4,000,000 in principal amount of
Originated Leases ,(as measured by the Initial Optional "
Purchase Price established with respect thereto), excepting
any Lease Agreements in effect as of February 28, 1989.
Section 2. This Supplement may be simultaneously
executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the
same instrument.
Section 3. All terms and conditions of the
Indenture, -except to the extent modified by this Supplement,
shall continue in full force and effect.
IN WITNESS WHEREOF, the Town has caused these
presents to be signed in its name and behalf by its Mayor,
its seal to be hereunder affixed, and attested by its Town
Clerk and, to, evidence its acceptance of the trusts hereby
created, the Trustee has caused these presents to be signed
in its name. and behalf by its Mayor , its
corporate seal to be hereunder affixed, and attested by its
Town,Clerk as of the 1st day of January, 1989.
TOWN OF AVON
By:
Mayor
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DENVER NATIONAL BANK Denver,
Colorado as Trustee
By:
Title:
(SEAL)
ATTEST:
By:
Title:
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