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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 -1- 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. -2- 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 -3- 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 -4- (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. -ii- 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 . -iii- (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 -2- DENVER NATIONAL BANK Denver, Colorado as Trustee By: Title: (SEAL) ATTEST: By: Title: -3-