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HomeMy WebLinkAbout1984 Resolutions~.~ ,~~ -- ._.: RESOLUTION # 1 {Series of 198 ) A RESOLUTION AUTHORIZING OFF STREET PARKING AND LOADING REQUIREMENTS FOR SPECIAL DEVELOP- MENT DISTRICT #6. WHEREAS, Section 18.52.160 of the Vail Municipal Code as amended provides that the Town Council may by resolution exempt certain areas from the off street parking and loading requirements of Chapter 18.52 of the Vail Municipal Code as amended; and WHEREAS, the Town Council wishes to exempt Special Development District #6 from the off street parking loading requirements of Chapter 18.52 of the Vail Municipal Code as amended. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, AS FOLLOWS: Section 1. The Town Council hereby determines: A. That the exemption is in the interest of the area to be exempted and in the interest of the town at large. B. That the exemption will not toner any special privilege or benefit upon properties or improvements in the area to be exempted, which privilege or benefit is not conferred on similarly situated properties elsewhere in the Town. C. That the exemption will not be detrimental to adjacent properties or improvements in the vicinity of the area to be exempted. D. That suitable and adequate means will exist for provision of public, community, group or common parking facilities or provision of adquate loading facilities and for a system of distribution and pickup of goods and for financing, operating and maintaining such facilities and be fully adequate to meet existing and projected needs generated by all uses in the area to be exempted. Section 2. Pursuant to Section 18.52.160 of the Municipal Cade of the Town of Vail as amended, Special Development District #6 is hereby exempted from the off street parking and loading requirements of Chapter 18.52 of the Municipal Code of the Town of Vail as amended and the developers shall pay the fee required by Section 18.52.060 of the Vail Municipal Code as amended for all required parking not pro- vided on site. _ ~ i -~- Section 3. The appropriate parking fee established by the Town Council shall be paid by the developers before the building permit for Phase IV of SDD6 will be issued, APPROVED AND ADOPTED THIS th day o~ 1984. Rodney E, Slifer, Mayor ATTEST: Pamela A. Brandmeyer, Town Clerk RESOLUTION N0. 2 - (Series of 1984) A RESOLUTION ADOPTING VAIL'S COMMUNITY ACTION PLAN: FOCUS 1985 WHEREAS, the Planning and Environmental Commission of the Town of Vail has recommended for approval Vail's Community Action Plan: Focus 1985; and WHEREAS, the Planning and Environmental Commission and the Town Council are of the opinion that the plan has a general purpose of guiding and accomplishing a coordinated, adjusted and harmonious development of the Town and its environs which will, in accordance with present and future needs, best promote health, safety, morals, order, convenience, prosperity, and general welfare, as well as efficiency and economy in the process of development, including, among other things, adequate provision for traffic, the promotion of safety from fire, flood waters, and other dangers, adequate provision for light and air, the promotion of helpful and convenient distribution of population, the promotion of good civic design and arrangement, wise and efficient expenditure of public funds, and adequate provision of public utilites and other public requirements; NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, AS FOLLOWS: Section 1. A. That to plan far the future of Vail is important for the continued success of the community, B. That providing for the social, cultural and educational needs of residents and guests in a quality manner is essential, C. That pressure for growth and redevelopment is anticipated to continue and planning should respond in a positive and affirmative way, D. That reasonable steps must be taken to accommodate the growth while at the same time retain the character of the community. Section 2 In order to accomplish the above, the Council hereby adopts the Community Action Plan. APPROVED AND ADOPTED THIS day of ~u~(f, 1984. ~G~ Rodney E. Slier, Mayor .ATTf T: Pamela A. Brandmeyer, Town Clerk RESOLUTION # 3 (Series of 1984 ) A RESOLUTION AUTHORIZING OFF STREET PARKING AND LOADING RE UIREMENTS FOR SPECIAL DEVELOP- MENT DISTRICT ~ 12~ WHEREAS, Section 18.52.160 of the Vail Municipal Code as amended pxovides that the Town Council may by resolution exempt certain areas from the off street parking and loading requirements of Chapter 18.52 of the Vail Municipal Code as amended; and WHEREAS, the Town Council wishes to exempt Special Development District#12 from the off street parking loading requirements of Chapter ].8.52 of the Vail. Municipal Code as amended. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, AS FOLLOWS: Section 1. The Town Council hereby determines: A. That the exemption is in the interest of the area to be exempted and in the interest of the town at large. B. That the exemption will not toner any special privilege or benefit upon properties or improvements in the area to be exempted, which privilege or benefit is not conferred an similarly situated properties elsewhere in the Town. G. That the exemption will not be detrimental to adjacent properties or improvements in the vicinity of the area to be exempted. D. That suitable and adequate means will exist for provision of public, community, group or common parking facilities or provision of adequate loading facilities and for a system of distribution and pickup of goods and for financing, operating and maintaining such facilities and be fully adequate to meet existing and grajected needs generated by all uses in the area to be exempted. Section 2. Pursuant to Section 15.52.160 of the Municipal Code ... ' of the Town of Vail as amended, Special Development District #12 is hereby exempted from the off street parking and loading requirements of Chapter 1.8.52 of the Municipal Code of the Town of Vail as amended and the developers shall pay the fee required by Section 1$.52.~6Q~ of the Vail Municipal Code as amended for all required parking not pro- vided on site. ~.a ''' -. .*4~,. n ~P~IIY~t~tUxi RESOLUTION #4 (Series of 1984) AN HONORARY RESOLUTION PROCLAI114ING MARCH 28TH AS VAIL ROTARY DAY WHEREAS, the purpose of Rotary International is to foster International relations and be of service to local communities; and WHEREAS, the Vail Rotary Club has provided support and assistance to the following groups and organizations: Northwest Colorado Legal Services Women's Resource Center Blind Skier Program Ski Club Vail Aspen Deaf Camp Vail Institute Drug Education Vail Mountain Rescue Eagle Valley Arts Council Vail Va11ey Medical Center 911 Emer ency Phone Number (~ ~n~x ~Sr. S~,~s h ip ~u,~to~ WHEREAS, the Vail otary Club will be auctioning items to raise funds for local charities on March 28, 1.984; NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO, THAT: The Town Council o~ the Town .of Vail proclaims ~daxch 28, 1984 as Vail Rotary Day. APPROVED AND ADOPTED THIS ~7~ day of .March, ~~ Rodney E. ~li ATTEST: l~• d~~wx~,[.Y~G~ru~ Pamela A, Brandmey~ r, Town Clerk 1984. ~~`~ fer, M yor ~: s lowo o(uail ~ ~U~~IU~~l1R~ lt~s +U~Cltc~3c~~ ~c~~Ult:1~`r(~ c;~~ ~~3~ ~~~~c~~ ~d~~~~ ~x~~ ~~~~~~g ~c~~ ~~~~ ~c;~c;£ C~~I~I~~~C4iV~~3,'r1 11~~c:C~~~1. 3~~~R~~3, #F~P vnil 3unistr ~nztte~ Nuts fi~.~c;~.i~~ axe m~ilp u~r of 15 ~~g1e Lnun#~ ~nung men ngr~a 13 and 14; and 3A~~~~~~, #l~e ~i.~t<T~.~~3 nu~re~~lull~ rnrn~le#ed #t~eir regular ~u~key 3e~san miff 1§ mina; end 3~~~~R~~-~, #I~e 33~~Vc:#It~~ mnn ~I1 #llree ~Ia~n~f g~rnru in #taeir diuisinn in #tae ~#~#e of Lnlar~dn; ~(~0, L~~~~~(~~~, c;~£ ~J3~3f c;(~1N L{~3ltttL~:C d~ n,~~ c~,{~311~ (~~ ~Ji~3~., ~d~Cd~~1z~{~. 3U~S~~~ ~C~ .~L~C1Vf~IA~~~(~~ c:~~ ~~Nc~,~1~i:S ~dlt c~.li~~3t U~i~L~c+..~if~3i~(3 ~~~~~~~i~~NL~ 3i+? c~~ ~t~,3~c;~ (~~iit~1~(~iV-°s~~~l~S ~1~1~ c?.(~ 3E=1~~~~ c~.~~ cs(~J~ti~'g lt~g~ 1TI~S~~~ ~~s~ ~n~V[51t~c;~IiC~c:3U+~I~ Q3iV c;~~3~ ~c:7~~+L i town of nail ~r ~c~~rc~iz~~~ ~~~~~~~~~ ~~n~~c~~~:~~rr~ ~~~~~~~ ~~~~ ~~ v~~ , ~cn~c~~~~m, ~t'Lt3~iC 8 ~ 14, 184. ~i~~£~1=~, lihrttries ~srrue ri#i.~pna of ttII tt~Pa: and ~~~~'~~~, libraries >=nllpr# and ~treserue #!~e rernrds nt 'e our zuI#ural Seri#a~e; and ~ .~ 3~~~Li~.~-~, lilsrarie~a bring #n nur rl~ildrPn tt aen~e of asar#l~ of #!~e u~nrld in :ul~icl~ #hPg Iiue; and uy~• iU~i~Iii`~11.5, Indus#r •, business and ~~~ b ~nuernmen# benefi# Irnm .# #~e Duman, ma#erial and #eri~nningirttl resnurres of libraries in nnr s#a#e; and ~I~~~~, libraries ~Iag an in#egrttl role in meeting #]~e ,~ fnrr~al and inlttrmtti edura#is~nttl nerds szf all resid~n#s ttnd ~~ nisi#nrs of 1Jail; and fi~~Lt~~3, #I~e neat hail ~Tttblic ~.ibrarg l~tts been ttn ~~ imlrnr#an# ~zddi#inn #n #~e educa#innal ttnd >rul#urttl deueln~men# of our Lnmmnni#g; ~T(~I. L~~L'~~.~d~~. tl~e lJai l ~,nutn ~aun>:i l of #I~e n,nntn of 11ai1, Lalaradn does t~erebg prnrlaim ~1lsril $ 14, 1g~4 as ~31i~f1R~ ~111~1C in #l~e c~,z~urn of vtti1, C~nlnradn. ~ ~ ~ ,-~ ~~ ~ci,~nes~ ~. ~'lif~r, ~ ga`r .~ti _ ad. ~lr u,~ ~Iameltt .~1. 33ranrlmegP emm~ clerk RESOLUTION #7 (Series of 1984) A RESOLUTION AUTHORIZING THE ACQUISITION BY THE TOWN OF VAIL, COLORADO (THE TOWN) OF CERTAIN REAL PROPERTY LOCATED IN THE TOWN FROM VAIL ASSOCIATES, INC. (SELLER) FOR A PURCHASE PRICE OF $151,232.00; AND DESCRIBING OTHER DETAILS IN CONNECTION WITH SUCH ACQUISITION AND PURCHASE. WHEREAS, Seller is owner of certain real property (the Property) legally described in Exhibit A hereto and made a part hereof, and WHEREAS, Seller desires to sell the property and the Town desires to purchase and acquire the property for open space and/or public purposes; and WHEREAS, the purchase price of the property will be $151,232.00, NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO: Section 1: That the entering rota by the Town of the purchase agreement with the Seller with respect to the property--rt' hereby is authorized. Section 2. That pursuant to the purchase agreement the total purchase price for the property shall be $151,232.00 payable in its entirety at closing. Section 3. That the Mayor of the Town and the Town Clerk be and hereby are authorized to take any and all action towards the execution of the purchase agreement and alI other instruments and documents in connection with the transaction hereby authorized. Section 4. That if any portion of this Resolution shall for any reason held to be invalid or unenforceable, the invalidity or unenforce-- ability of such portion or provision shall not affect any of the remaining provisions of this Resolution, the intention being the same are severable. Section 5. All acts, orders and resolutions and parts thereof in conflict with this resolution are hereby rescinded. ADOPTED AND APPROVED TH I S .~its(~'1ay o f Ap r i 1 , 19 84 . TOWN OF VAIL, EAGLE COUNTY, COLORADO .~ ~ ~ Roney E. ti8li~er; 14a r (S E A L) A~`TEST ~~~~ 1~amela ~i. Brandmeye , Town Clerk .~V ~C~NC~3if~~t~ 3t~SdiC~[c;~d~ ~~~~~~~ ~.3~ l~~~~ {~~ t7.~~ ~i3tl~~~j i11~iZ~V'~$ aC~~1(~~ ~C1$ ~~3~ ~L~IG~ C~~IflI~I3'(n~T$~~~1 3It3~. ~tii~it£~, #I~Q ?fxc~d~ ~1prn~er ~rttguP itt Eam~rri~ea ntf ~cl~i.i~ren befu~ern flee tt~r;e of Z #u #3 ~pttxu of tt~p; ttn~: ~~~3i~.~$, #I~rsP rl~ii~ren ~ttr#izf~ptt#r in tt uki ~xu~rttm #~t dpueln,p #l~~eir u~iin~ u~i1.1u ttu wp.Ei tttt ~rn~ui~r ttn ~enjn~ttl~lr r~.prri~enrP fzrr #1~rm #I~rszugl~ #!~r nrin#er saki u~ettttz~n; ttn~3 3p~[~~~IS, #l~,e ~iu,i~:~ 3Urrner ski ~pttm Attu uuzsrus#ullg u~nn #F~e ~ulurttsk~z $fttfe ~I~ttm~iszn~r[~i~au fur #t~r ~rttu# ~puprttl. grttru; ~T~ip, c~fi~~i~~'~ ~i~ ~~ ~~dt~~ ~i~ ~~~ ~1~13~ c~,~itt~ G~~#IiVC~3~C (4~ ~~~ 7'(~ili (~~ 11313 Cf(~}~(43t~1#1(~ , ~ ~~ cT.[le Tumn of vttil ttn~l #l~~e 11~si1. ~u;ur ~uunzil rungrtt#u1tt#eu #flr ~iu~ls~y ~iernrr ~CPtt~ue ttn~l fl~rir ~nrttr~r~a fur ttn im.~reuuiue rrunr~: ttuc3 fttr ~cttnfinuin~ fl~r #ru~rttm f~tr #I~P rniu~mrnf at llttii.'u gnu#q. 31~c~~S2~ s ~ ~. ~~ ttnrpltt 31. ~trttnilmr~e ~mm~ ~I.rrE~ RESOLUTION #9 {SERIES OF 19$4) A RESOLUTION OF THE TOWN COUNCIL APPROVING THE TOWN'S LEASING OF CERTAIN EQUIPMENT; AUTHORIZING THE TOWN MANAGER TO EXECUTE A LEASE AGREEMENT AND ANY RELATED DOCUMENTS FOR THE LEASE OF SAID EQUIPMENT; DIRECTING THE TOWN CLERK TO ATTEST TO THE TOWN MANAGER'S SIGNATURE AND AFFIX THE SEAL OF THE TOWN TO ALL SAID DOCUMENTS. WHEREAS, the Town wishes to lease certain equipment from Case Power and Equipment as set forth in the Lease Agreement attached hereto as Exhibit "A" ; and WHEREAS, the Town Council is of the opinion that the terms of said Lease Agreement should be approved; NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO, THAT: Section 1. The Lease Agreement between the Town of Vail and Case Power and Equipment attached as Exhibit "A" be hereby approved. Section 2. The Town Manager is hereby authorized to execute for and on behalf of the Town said Lease Agreement and any other required documents pertaining to said Lease. Section 3. The Town Clerk is directed to attest to the signature of the Town Manager and to affix the seal of the Town to said documents. INTRODUCED, READ, APPROVED AND ADOPTED THIS ~~ day of , 1984. Rodney E. S~'ifer, il4ayor' ATTEST: Pamela A. Brandmeyer Town Clerk • rr+raV.i r.+ v •r. f+11t11L1 1 h ~+-+r ~i.r.~rr~.Y s 1 + ~~ ~ rWnl r+ID.:1:fZt6 FI~'4. $ ~I~RIESMEF.. o~ end betwNn ~A~F Pr7Wfi1? ~t Fnj~ ~~tvr located tit ___.. 57'~ 5 Eudora St ~. Oit1- of Commerce ~ytv _ Stara of ~'~ 1 ~ $i147~ . tR"#t. ,. r sors, assigns. and/or nominees {hanintr.rrr' tilled "LESSOR"} and fife undersigned !Municipality {flerelnafler Called tfN "LESSEE"}, I.OEBCpIPT10N OF EQUIPMENT. LESSOR f-as purchaser! tf-e equipment described below {herteinafter referred to as `Equipment") front the t,rtanufacturerand simultaneously LE55EE hereby Isasas the Equipment from the LE550R subject to the Terms and conditions set forth below: 58t1 Sutler E 2 wheel drive with c~jg, heater. 2-~pvPr cor~Q~. r_C~1~ wp~~ ~f~t turbo and f 7 z.n ZJar3s ' Below orrice suh~ect t~ t;.he tr~riP of JD 30tt30tt GS# 106876T adn JD 910 SSA ~C3'~?~S?' 2.tERM OF AGREEMENT, The term of this Agreement shall be 48 months, beginning on pending pn , tg 84 ,and ending on tl? 88 3. pAYhAENT. a. LESSEE agrees to pay to LESSOR a total of payments pf S 2D.62D. 03 consisting of a principal amount of 17 , 714 . D7 ,plus interest applied b the principal at the rate of 8 Yo per annum which results in a finance charge of >) ~ ~ 9p5.9b according to the fallowing schedule: 1. An advance payment in the aum of ~ 429.58 to be applied to the first rental period. 2. The balance of thq~t~ of payments to be payable in 4s payments of S 429.58 each due at the beginning of each?~t• dx month portion beginning the day at 1Q $4 , b. LESSEE hereby agrees to pay interest on each payment past due more than ten {10) days at the highest contract rate allowed by law. 4.MUNICfPALITY'S OPTION TO PURCHASE. LESSOR hereby grants to LESSEE (Municipality) the optio~to purchase the Equipment. provided that LESSEE gives notice to L1=S50R. in writing of his intention to exercise the optit)n at least days prior to the expiration of this Agreement, and provided further that LESSEE'S right to so purchase the Equipment is conditioned on LESSEE'S complete performance of all the terms and provisions of this Agreement on its pars to be performed. including full compliance with the payment as specified herein. a. Should LESSEE exercise the option to purchase, 1D0 96 of the portion of each payment applied to principa! paid hereunder shatE be applied to the purchase price of the Equipment On receipt of the balance of the purchase price by LESS013, together with a sum equal to any new t)r applicable unpaid sales and use taxes, LESSOR will transfer title of the Equipment to LESSEE. and wiU delver, on wntten request, wntten evidence of the transfer at such title. 6. The Purchase Price of the Equipment applicable to this option to purchase is the sum of 3 ~'~' 714' 07 S.LOCATtON OF EQUIPMENT. TOWN OF VAIL, VAIL, COLO. a. The Equipment shall be located at during the entire term of this Agreement. LESSEE shat! riot, without the prior written consent of LES50R, permit the Equipment to be removed from this location. b. At the request of LESSOR, LESSEE will join LESSOR in executing one or more Financing Statements. pursuant tothe Uniform Commercial Cade or other registration law applicable to the location of the Equipment and/or the LE5SEE, in form safisfactoryto LESSOR; LESSEE will pay the cost of tiling the Financing Statement(s) in all public offices wherever filing i5 deemed by LESSOR to be necessary or desirable. ti. WARRANTY. LESSOR makes no representations or warranties with respect to the Equipment set forth herein. Arty warranties provided by LESSOR on the Equipment set forth herein Shall be given to LESSEE under separate agreement provided by the manufacturer of the Equipment, the receipt whereof i5 hereby acknowledged by LE5SEE. ~.MUNICIPALiTY RESPONSIBILITIES. a. LESSEE assumes and will pay all costs and expenses of any character, arising from the use, possession, or maintenance of said Equipment. b. LESSEE shalt keep the Equipment free of all liens. razes, encumbrances and seizure or levy: sham not use same lfegaify, shall not damage. abuse. misuse, abandon or lose Said Equipment; shall not part with possession thereof, whether vofuntanly or involuntarily or transfer any interest therein. c. LESSEE at its own cost and expense shall maintain property damage insurance against "all-risk of physics? damage" in Such amounts as LESSflR may reasonably require Such insurance shall be in a form and with companiesas LESSOR shall approve. which approva! shall net be unreasonably withheld. shall name LESSOR as an addilronai insured and shall provide that such insurance may not be cancelled or altered as to LESSOR without at least ten (10) da ys prior written notice to LESSOR. LESSEE shall detiuer to LESSOR on or before the date on which the Equipment is delivered evidence satisfactory to LESSOR of such insurance. d. Upon execution of this Agreement, LESSEE shall provide LESSOfl with an OPINION OF COUNSEL substantially in the form annexed hereto as Exhibit A. B.LESSORS RIGHT OF INSPECTIDN. LESSOR shall have the right at any time to enter the premises occupied by the Equipment and shalt be given Tree access thereto and afforded necessary facilities for the purpose of inspection. 9. N ON-APPROPRIATION. If funds are not allotted by the LESSEE for the next fiscal period sufficient to continue making the payments set forth in Section "3" hereof, LESSEE may terminate this Agreement upon theexpiration of the then current frscaf year. LESSEEagrees to provide LESSOR immediate notice of its tntention to terminate. 1l).NQN-SUBSTITUTION. The Lessee agrees that in the event the Lessee exercises its right to terminate this lease in accordance with the non-appropriation provisions contained herein, the Lessee will not purchase, lease, or rent other equipment }or the purpose of performing the functions and projects which were to be performed by the leased equipment far a period of ninety (90) days from the date of termination of this Lease. 11. EXPIRATION OF AGREEMENT. a. At the expiration of the term of this Agreement as set forth in Section "2",and if LESSEE has elected not to exercise an option to purchase described rn section "~", LE5SEE shall ire responsible for the delivery of the Equipment to a place des~gnared by LESSOR, b. At its option, LESSOR may enter the premises pf LESSEE for the purpose of effecting the removal of ttte Equipment to the location designated by LESSOR. !f LESSDR exercises this option, LESSEE shall be responsible for the costs associated with the removal of the Equipment to the location designated by LESSOR. 12. EVENTS CONSTITUTING LESSEE bEFAULT. LESSOR may terminate this Agreement immediately upon the occurrence of any of the following events: a. LESSEE fails to pay whendueany o! the payments, or to perform, or rectify breach of, any obligationassume^ byLE55EE rnthis Agreement. b. LESSEE makes an assignment for benefit of creditors, or is subject to any receivership, insolvency ar bankruptcy proceedings. C. Any other event which causes LESSOR, in good laith, to deem itself insecure. tia.rsrGrittr wr+u gEMtP~.b yr LESSOR UPON DEFAULT. ~ ' Upon the occurrence ty of the wants of default described in5ection "' rnd a any time thetaafter, LESSOR may, in its dii ~on, exert; se any OM. Or ail, or sawing rights Or flntadiea: - a. •To accelerate,,,..,.rs payments described Natrln and daclan 1tM ,ntnediately dw and payabN. b. LESSEE ahaU be tiabts to LESSOR for an arnaunt equal to the sui of tM payrrwnts acceMntW purswnt to SuO, ..~~.fn "a` Im+r>•diately r shoot: acrd sum to be immediately due and payable as Hquldated damages and hat as a paw#ty. C. To re44uira LESSEE to aaaamble >quipment at LESSEE'S axpanae, and make !t available to LESSOR at a ce tobr designated by LESSOR. LESSOR msy enter the premises et LESSEE for the purpose of paacafutiy exorcising the rights Of LESSOR set forth in this subsection. 1,. WAIVER. Failure at LESSOR to exercise any right or remedy, Including but not limited to, the acceptance of partial or delinquent payments, shall not be a waiver of any obkgation at LESSEE w right of LESSOR ar constitute a waiver of any other similar default subsequently occurring. 15.A5SIGNMENT. a. ~Yt.ESSOR:LESSORmayassignthisAq-eementandinlheeventotsuchassignment.LESSEEshatiperformaiipromiseshereincontamed to such Assignee as the owner hereof. After LESSEE receives notice of assignment hereof, LESSEE shaft make atl payments hereunder direct to the holder hereof and LESSOR shall not be the agent of the holder tar transmission of payments or otherwise. b. ~Y LESSEE: LESSEE may not assign, transfer or delegate its rights or obligations under this Agreement without the consent of LESSOR in writing. 16. ENTIRE AGREEMENT. This Agreement is and shalt be deemed the complete and final expression of the agreement between the Parties as to matters herein contained and relative thereto, and supersedes all previous agreements between the Parties pertaining to such matters. It is clearly understood that no promise or representation not contained herein was sn inducement to either Party or was retied upon by either Pariy in entering into this Agreement. 17. MODIFICATION. No letter, or other form of communication, passing between the Parties hereto, covering any matter during the effective period of this Agreement, shat! be deemed a part of this Agreement, nor shat! it have the etiect of amending or modifying this Agreement, unless said communication distincuy states that said communication is to constitute a pars of this Agreement and is to be attached as a rider to this Agreement and is signed by the Parties hereto. 18. CAPTIONS. Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit ar extend the scope or intent of this Agreement or any provision thereof. 1s. NoTICE. This deposit of written notice in the mails in an envelope certified or registered with postage prepaid and addressed to the LESSEE. et the sddress shown below, or to LESSOR at the address shown below, shall constitute notice pursuant to this Agreement. 20.AUTHORITY TO CONTRACT. The execution and delivery of this Agreement wit! not violate orconstitute a breach of any agreement or restriction to which LESSEE is a party or is sublect. iN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the 3xd day of Match ,1c 89 LESSOR: gy CASE PQkER S E4UIPb~ENT Its Date 3-3-84 LESSOR'S address for notices under this Agreement: Street 5775 Eudora St. City Commerce City, State Co ~.o . 80022 Z+p Cone LESSEEIMUNICIPALITY: gy Its bate LESSEE'S address for notices under this Agreement: Street City State ASSIGNMENT (With Full Recourse Z+p Gooe The within Agreement, together with the indebtedness and all rights therein desCrit>ed, is herebyassigned with full recourse, transferred, conveyed and set over unto J I CASE CREDIT CDR?ORATION for its successors or assigns, for its or their own use forever, with full powerand authority with regara thereto subject nevertheless to the conditions therein contained and to the rights therein granted according to taw and subject to the provisions of the current Retail 1=financing Agreement between Assignor and Assignee, and each assignor represents and warrants the said instrument as genuine and in ati respects what it purports to be and has no knpwledge of any tact impairing the validity thereof, and that there are no set-Oils or counterclaims against the same Payment of the within Agreement according to its terms is hereby guaranteed by the undersigned Lessor: ey: (Assignor) Title. RESOLUTION #11 {SERIES OF 19$4) A RESOLUTION REQUESTING FUNDS FROP1i THE COLORADO STATE HIGHWAY COMMISSION IN THE AMOUNT OF $300,000. TO COMPLETE THE RECOMMENDATION OF INTERCONNECTED TRAFFIC SIGNALS AT THE MAIN VAIL INTERCHANGE. WHEREAS, the Town of Vail, Eagle County, and State Department of Highways have retained Centennial Engineering to conduct a study to determine feasible alternatives to modify the main Vail Inter- change. WHEREAS, the study has been completed and has been reviewed by the Town of Vail, Eagle County and the State Department of Highways; and WHEREAS, it is the recommendation of the study to install a system of interconnected traffic signals at the Interchange; NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF VAIL, COLORADO, THAT: Section 1. The Town of Vail will request Interstate 4-R funds from the Colorado State Highway Commission in the amount of $300,000. to complete the project as soon as possible. Section 2. The Town of Vail will contribute the ten percent (10%) local match portion ($30,000) of the required $300,000. Section 3. The Town of Vail will also request the Colorado State Highway Commission to include funding for relocation of the Westbound exit ramp and Eastbound entrance ramp at the Interchange in the State Highway 5-Year Capital Improvement Plan. Section 4. That the Town Manager be hereby empowered to take all actions necessary to fulfill the provisions of this resolution. THIS RESOLUTION APPROVED AND ADAPTED THIS xst day of May, 19$4. ~~ C Rodney E. lifer, M~.y'or ATTEST: ~. Pamela A. Brandmeye , Town Clerk RESOLUTION #13 Series of 1984 A RESOLUTION GRANTING A PARKING EXEMPTION Tp THE ANTLERS HOTEL FOR EXPANSION OF MEETING ROOM SPACE. WHEREAS, the Antlers proposes to add 975 square feet of meeting room space to attempt to attract more group business; and WHEREAS, such a proposal is beneficial to the Town of Vail in that it may increase year-round occupancy; and WHEREAS, the prapasai includes a remodel of the existing underground parking garage to provide adequate parking for the new facility. NOW, THEREFORE, BE IT RESOEVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, THAT: Section 1. The Town Council hereby exempts the Rntlers from paying into the special parking fund for this project and finds that the proposal meets the criteria as set forth in Section 18.52,160 of the Vail Municipal Code. APPROVED AND ADOPTED THIS S rd _DAY OF Jury 1984. Rodney E. S~i fer, M or ~ Pameia A. Brandmeyer, wn Clerk RESOLUTION NO, lg Series of 1984 A RESOLUTION DESIGNATING THE TOWN OF VAIL FIRE DEPARTR4ENT AS THE E1!4ERGENCY RESPONSOR FOR HAZARDOUS SUBSTANCE INCIDENTS OCCURRING WITHIN THE CORPORATE LIMITS OF THE TOWN OF VAIL PURSUANT TO ARTICLE 22 OF TITLE 29 OF COLORADO REVISED STATUTES 1973, AS AAdENDED. WHEREAS, Article 22 of Title 29, Colorado Revised Statutes, as amended, provides that the governing body of every town, city and county shall designate by ordinance or resolution an emergency response authority for hazardous substance incidents occurring within the corporate limits of such town, city, and city and county; an d WHEREAS, the Town Council is of the opinion that the Y appropriate emergency response authority for the Town of Vail is the Town of Vail Fire Department. NOW, THEREFORE, be it resolved by the Town Council of the Town of Vail that: Pursuant to Article 22 of Title 29, Colorado Revised Statutes, the Town of Vail Fire Department is hereby designated as the emergency response authority for hazardous substance incidents occurring within the corporate limits of the Town of Vail, Colorado. APPROVED AND ADOPTED THIS 7th DAY OF August 1984. ~~~ ~ ~~ Rodney E Slifer, ~Ia~or ,1 Pamela A. Brandmeyer, Town Clerk RESOLUTION NO. 15 Series of 1954 A RESOLUTION APPROVING A CONTRACT MODIFICATION ORDER DATED JULY 18, 1.9$4, WHICH ORDER MODIFIES A CERTAIN CONTRACT BETWEEN B&B EXCAVATING, INC. AND THE STATE HiGIiWAY DEPARTMENT, PROVIDING FOR CERTAIN C~iANGES TO THE MAIN VAIL INTERCHANGE AND INCREASING THE COST OF THE PROJECT TO MODIFY THE MAIN VAIL INTERCHANGE BY $52,666.45. j'VHEREAS, the Town of Vail, Eagle County and the Colorado Depart- meat of ~iighways jointly retained Centennial Engineering to conduct a study to determine feasible alternatives to modify the main Vail interchange of 1-70; and WHEREAS, the study has been completed and reviewed by all parties and it is the recommendation of the study to install a system of interconnected traffic signals at the interchange; and J WHEREAS, the cost of installing the signals is estimated to be approximately $200,000.00 and an additional X52,666.45 is required to widen the Vail road portion of the interchange and install conduit to accommodate an effective traffic light system; and WHEREAS, in order to provide for the widening of the main Vail interchange and related work, it is necessary to approve the attached Contract Modification Order. NOW, THEREFORE, be it resolved by the Town Council of the Town of Vail, Colorado, that: 1. The attached Contract Modification Order is hereby approved. 2. The Town Manager is hereby directed to take all steps necessary to effectuate said Contract Modification Order. APPROVED AND ADOPTED THIS 7th DAY OF August , 1984. Rodney E. Slifer, I~ybr 4 Pamela A. Brandmeyer, own Clerk RESOLUTION N0. 16 Series of 1984 A RESOLUTION REQUESTING THAT THE PRESIDENT OF THE UNITED STATES, UNDER THE PROVISIONS OF SECTION 301(b), PUBLIC LACY 93-288, AS IMPLEMENTED BY 44 CFR 205, 41, DECLARE EAGLE COUNTY AND THE COMMUNITIES LOCATED THEREIN A MAJOR DISASTER AREA. WHEREAS, as a result of extensive flooding, mudslides and landslides, Eagle County and the communities located therein have sustained substantial damage; and WHEREAS, the cost to the Town of Vail alone because of such flooding, mudslides and landslides was approximately X350,000 to $400,000; and WHEREAS, such flooding, mudslides and landslides were caused by a combination of the very early snowfall this past winter, insulating the ground and an abnormally intensive warming txend this spring which caused the heavy snowpack to run off in ~iigher than normal volumes; and WHEREAS, Eagle County and the communities located therein do not have the financial resources to de~.1 with the damage caused by said floods, mudslides and landslides. NOW, THEREFORE, BE TT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL THAT: Under the provisions of Section 30].(b), Public Law 93-288, as implemented by 44 CFR 205, 41, the President of the United States declare Eagle County and the communities therein a mayor disaster area. INTRODUCED, READ, APPROVED AND ADOPTED, THIS 21st August 1954. day of ~ ~~~ R,bdney E. <Slifer, ~Maybr ATTEST: ~~ ~~ ~ Pamela A. Brandmeyer~-Town Clerk d ~E~R~~~tIIYt ~~ An Honorary Resolution of the Town Council of the Town of Vaxl, expressing its thanks to Glen E. Ellison for his significant contribution in the upgrading of the Ford Park Softball fields. WHEREAS, Glen E. Ellison has been the prime movex in getting the Ford Fark Softball fields in safe playable condition ; and WHEREAS, Glen E. Ellison personally donated his time and labor beyond what is normal; and WHEREAS, Glen E. Ell,ison's company "Land Designs by Ellison" provided all the preparation of fields, supervising and part of the labor to sod more than five acres of Ford Park, at a savings of more than $10,000 to the Town of Vail. NOW, THEREFORE, BE TT RESOLVED BX THE VAIL TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: ~.. The Town Council hereby commends Glen E., Ellison for his leadership and dedication to insuring the safety of athletes at Ford Park a 2. As an expression of the appreciation of the citizens of the Town of Vail. for his support of recreation, the Town Council hereby expresses its appreciation. INTRODUCED, READ, APPROVED AND ENACTED this 4th day of September, 1984. . ..r - Mayor ATTEST: ~~-~~~ Town Clerk Q` ~P~UC~.i~tIXYC Me An Honorary Resolution of the Town Council of the Town of Vail, expressing its thanks to Paula Palmateer for her hard work and contribution to the Vail Symposium. WHEREAS , Paula Palmateer has been one_ of the prime Y organizers of the Vail Symposium in serving as Chairperson of the Organizing Committee; and WHEREAS, Paula Palmateer donated her time and energy beyond what could normally be expected; and WHEREAS, Paula Palmateer helped make this year's Vail Symposium the best ever. NOSY, THEREFORE, BE IT RESOLVED BY THE VAIL TOWN COUNCIL OF THE TOZYN OF VAIL, COLORADO, THAT; 1. The Town Council hereby commends Paula Palmateer for her labor and dedication in making the Vail Symposium a most successful community event. 2. On behalf of the citizens and visitors of the Town of Vail, the Town Council. hereby expresses its appreciation for her effort and leadership. INTRDDUCED, READ, APPROVED AND ENACTED this 2nd day of October, 1984. ~TTEST ~d/yHP,~ ~d. ~ Tr,~n f' ~ e rk V G Mayor ~~ RESOLUTION N0. 19 Series of 1984' A RESOLUTION REQUESTING FUNDS FROM THE COLORADO HIGHWAY COMMISSION_THROUGH EAGLE COUNTY TO IMPLEMENT RECOMMENDATIONS OF THE I-70/VAIL_FEASIBILITY STL-DY. WHEREAS, the Town of Vail, Eagle County, and 5t ate Department of Highways have jointly retained Centennial Engineering to can duct a study to determine feasible alternatives to modify the main Vail interchange ; and WHEREAS, the study has been completed and has been reviewed by the Town of Vail, Eagle County and the State Department of Highways; and WHEREAS, the study recommends short and long term Improvements to relieve traffic congestion at the main Vail Interchange of I-70; an d WHEREAS, the Town of Vail has contributed $60,000 to partially implement the shoat-term Improvements, including pavement widening and conduit to accommodate traffic signals. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF VAIL, COLORADO, THAT the Town Council shall request the following from the Colorado Highway Commission, with each request listed in the order of its relative priority: Section lA. The Town of Vail will request Interstate 4-R funds from the Colorado Highway Commission through Eagle County in the amount of $200,000 to purchase and install a series of three interconnected traffic signals at the main Vail Interchange (Exit 176) of I-70. Section 1B. The Town of Vail will contribute the ten percent {10~) local match portion (.$20,000} of the required $200,000. Section 2. The Town of Vail will request funds from the Colorado Highway Commission through Eagle County in the amount of $1,300,000 {right-of-way costs not included} to construct a new partial interchange {.eastbound exit and entry ramp) at the west side of Vail Associates shops complex, replacing the present eastbound exit ramp at the main Vail interchange. The Town of Vail requests .. this project to be included in the State Highway 5-year Capital Improvement Plan. Section 3. The Town of Vail will request funds from the Colorado Highway Commission through Eagle County in the amount of $1,000,000 to replace the present east-bound entry ramp at the main Vail Interchange with a new eastbound entry ramp located about 1.,000 feet east of the main interchange. The Town requests this project to be included in the State Highway 5-year Capital Improvement Plan. Section 4. That the Town Manager be hereby empowered to take all actions necessary to fulfill the provisions of this Resolution. INTRODUCED, READ, APPROVED AND ADOPTED THIS 16th day of October 19 84. (f ffodney EL Slifer, Mayor ATTEST: ~~ Pamela A. Brandmeyer, s1 Town Clerk ../ RESOLUTION NO. 20 Series of 1984 •~ A RESOLUTION PROCLAIMING THE WEEK OF OCTOBER 13-20, ].984, HIGHER EDUCATION WEEK. WHEREAS, higher education has played an impart ant role in the development of the United States and the State of Colorado; and WHEREAS, higher education through research and training has spurred the growth and success of business and industry; an d WHEREAS, higher education offers all citizens the opportunity to improve the quality of their lives, through Y education to reach their full potential as important contributors to our society and nation; and WHEREAS, higher education enhances the quality of the community through access to the arts, sciences, and humanistic studies. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO, THAT: The week of October 13-20, ].984, is proclaimed Higher Education Week. INTRODUCED, READ, APPROVED AND ADOPTED THIS 16th day of October, 1984. ~ o~ ~ Rbdney E.~Slife , ~~ Mayor ATTEST: ~ ~~~X~D~~,l,~L,~,G~~ Pamela A. B randmeyer, Q Town Clerk 4353A zzj02/84 CERTIFIED RECORD OF PROCEEDINGS OF THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO RELATING TO A RESOLUTION CONFIRMING THE DATE AND RATIFYING NOTICE OF A PUBLIC HEARING TO BE HELD DECEMBER 4. 1984 CONCERNING THE LEVYING OF SPECIAL ASSESSMENTS AGAINST PROPERTIES WITHIN THE TOWN OF VAIL, COLORADO, LIONSHEAD IMPROVEMENT DISTRICT STATE OF COLORADO } COUNTY OF EAGLE ) ss. ) TOWN OF VAIL ) The Town Council of the Town of Vail, Colorado, met in special session at the Vail Municipal Building, the regular meeting place thereof, in said Town on Tuesday, the 6th day of November, 1984, at the hour of 2:00 p.m. The following members of the Town Council were present: Mayor: Mayor Pro Tem: Council Members; Rodney Slifer 8~:arzr~ PR. :~rrd~F~..n Hermann Staufer C a_ 1 ~ ~~.tirr-11.. 3 . L ~ ., .... !. irai Colleen Kiine Kent Rose The fol wing membe,,'rs,,JJ of the Town Council were absent: ~~~'ri/ The following persons were also present: Town Manager: Rondall Phillips Town Director of Finance: William Pyka Town Attorney: Lawrence A. Eskwith Town Clerk: Pamela A. Brandmeyer,~,~ Thereupon, the following proceedings, among others. were had and taken: Council Member introduced, moved the approval of, and read by title the following Resolution, sufficient copies of which had previously been made available to the Council and to the public; -1- RESOLUTION NO. ~~ , Series of 1984 A RESOLUTION CONFIRMING THE DATE AND RATIFYING NOTICE Off' A PUBLIC HEARING TO BE HELD DECEMBER 4, 1984, CONCERNING THE LEVYING OF SPECIAL ASSESSMENTS AGAINST PROPERTIES WITHIN THE TOWN OF VAIL, COLORADO, LIONSHEAD IMPROVEMENT DISTRICT. WHEREAS, the Town Council of the Town of Vail (the "Yawn"} has heretofore by Ordinance No. 1, Series of 1983, authorized and ordered the construction and installation of improvements therein described for the Town of Vail, Colorado, Lionshead Improvement District {the "District") and determined thereafter to levy special assessments against the affected properties in the District, according to the method and within the limitations therein described; and WHEREAS, Ordinance No. 1, Series of 3983, requires that such assessments shall be levied by ordinance after a notice thereof and a hearing thereon; and WHEREAS, Ordinance No. 9, Series of 1976, codified as Chapter 20.04 of the Cade of the Town (the "Code"}, gravides that the Town Manager shall be responsible for the publication of such notice as more particularly described in Section 20.04.180 of the Code; and WHEREAS, the Town Manager has selected December 4, 1984, as the date most suitable far the aforesaid public hearing; and WHEREAS, the Town Manager proposes to request the Tawn Clerk to cause a notice in substantially the following form, together with a copy of Section 20.04.200 of the Code (Section 1-11{c} of Ordinance No. 9, Series of 1976), to be mailed by first class postage prepaid mail to the record owners of the affected properties on November 14, 1984, and further to cause said notice to be published in The Vail Trail, a newspaper of general circulation in the Town, in its issue of November 16, 1984; -2- PUBLIC NOTICE NOTICE OF A PUBLIC HEARING ON THE NATURE OF IMPROVEMENTS CONSTRUCTED AND INSTALLED AS A PROJECT WITHIN THE LIONSHEAD LOCAL IMPROVEMENT DISTRICT, VAIL, COLORADO, THE TOTAL COST OF SUCH PROJECT AND THE AMOUNTS PROPOSED TO BE ASSESSED AGAINST INDIVIDUAL PARCELS OF REAL PROPERTY WITHIN SUCH DISTRICT. TO: Affected property owners or representatives of property owners and members of the public. SUBJECT: A public hearing will be held on the assessment of costs for the construction and installation of certain improvements within the Lionshead Improvement District {the "District"), in the Town of Vail, Colorado (the "Town"}, on December 4, 1984, at 7:30 p.m. (or as soon thereafter as the matter can be heard}. The hearing will take place at the Council Chambers of the Town Council, Vail Municipal Building, 75 South Frontage Road, Vail, Colorado. The general nature of the improvements constructed and installed in the District is as follows: the replacement of street paving in major areas of the Lionshead Mall, the relocation of planting areas, the provision of new focal points of interest, the unification and upgrading of utility systems, the provision of emergency access to all areas of the Lionshead Mall, the installation of a new lighting system and street lights for the surrounding area, benches, kiosks, planters, bicycle racks, drinking fountains and other amenities such as a water feature and a sculpture area and the general aesthetic improvement of the Lionshead Mall and surrounding area {collectively, the "Improvements"). The total cost of the Improvements is $2,555,000. Of this amount, $1,600,000 has been provided by the Town through the issuance of its General Obligation Bonds, with the remaining $955,000 to be provided by assessments to be levied against benefited properties. The amounts proposed to be assessed against each individual parcel of real property appear on the schedule set forth below. Affected property owners must comply in detail with the provisions of Subsection A of Chapter 20.04.200 of the Vail Code before objections to the levy of the assessment will be recognized. Affected property owners will have an opportunity to be heard and to present evidence concerning their objections at the public hearing if they comply in detail with the provisions of Subsection A of Chapter 20.04.200 of the Vail Code. Failure to so comply will be deemed a waiver of any objections and a consent to the levy of the proposed assessment. - 3- Section 20.44.200 of the Vail Code reads as follows: A. Objections to the proposed assessment must be lodged in writing by the affected property owner with the Town Manager's office, municipal building, no less than five (5) days prior to the date of the hearing before the Town Council. The objections must be framed so as to identify the specific issue(s) involved, the grounds therefor, and the witnesses who will present the evidence at the hearing and the general nature of their testimony. The writing must also include the name of the owner(s) and a description of the affected property. B. Prior to the hearing, the Town Manager will forward to the Town Council the written objections which he has received. He may at the same time forward his comments in writing in respect to the project and the assessments. He may also make comments relating to the written objections. Such information furnished to the Town Council prior to the hearing will be available as set forth in Section 20.04.180{G) If the Town Council determines by ordinance to levy the assessments, anyone wishing to challenge the same has thirty (30) days to obtain court review from the effective date of the ordinance (i.e. five (5) days after publication following final passage of the ordinance). All actions or suits attacking in any way the proceedings held, the determinations and findings made, and the assessments levied in such ordinance, shall thereafter be perpetually barred and shall not be questioned in any court or before any other tribunal after the expiration of said thirty f30) day period. In order for anyone to have standing to challenge the proceedings in any respect, or the ordinance adapted, or any assessment levied, he or she must have asserted his or her objectionls) in accordance with Section 20.04.200 of the Vail Code. Review shall be limited to the objections so asserted. If a court of competent jurisdiction sets aside any final assessment, then the Town Council may make a new assessment generally in accordance with the provisions of such ordinance. Notices and procedures followed need not be in strict compliance with such ordinance so long as the affected property owner is afforded due process of law. Additional information concerning the nature of the improvements or the proposed assessments should be directed to Mr. Peter Patten, Department of Community Development, Town of Vail, Vail Municipal Building, 75 South Frontage Road, Vail, Colorado 81657, Monday through Friday between the hours of 8:00 a.m. and 12:00 noon and between 1:00 p.m. and 5:00 p.m, Mr. Patter`s phone number is (303) 476-7000 ext, 106. The written material, including the draft ordinance with all its proposed findings and determinations and as proposed to be -4- adopted by the Town Council, may be inspected and reviewed by contacting the Town Clerk's office, Vail Municipal Huilding, Vail, Colorado, from Monday, November 19, 1984, through Tuesday, November 30, 1984, from 8:00 a.m. to 5:00 p.m. The Town Clerk's office is not open for business on Saturdays or Sundays. Affected property owners who do not wish to contest their assessment but who wish to make any comments favorable ar unfavorable, relating to the project will be given an opportunity to do so. The name or the representative of the property owner as on file with the Eagle County Assessor's Office, properties {if a number is given under the column "Legal Description" and indicated as a reception number, that number is the reception number of the document of record in the Dffice of the Eagle County Clerk and Recorder upon which the exact property description may be found), and the respective amounts of each proposed assessment are set forth in the schedule that appears below. The total proposed assessment appears in the far right hand column. Questions relating to the computations of said assessments may be directed to Mr. Peter Patten. INSERT ASSESSMENT SCHEDULE -5- s NOW THEREFORE $E iT RESOLVED SY THE TOWN COUNCIL OF THE TOWN 0~' VAIL, COLORADO, THAT: 1, The date selected by the Town Manager for the hearing on the special assessments to be levied against properties within the Town of Vail, Colorado, Lionshead Improvement District, i,e. December 4, 1984, is hereby approved and confirmed. 2, The mailing and publication of notice by the Town Clerk as hereinbefore recited is hereby approved and ratified. 3. All acts, orders, ordinances, resolutions, or parts thereof, of the Town in conflict with this Resolution are hereby repealed, except that this repealer shall not be construed so as to revive any act, order, ordinance, resolution, or part thereof, heretofore repealed. 4. If any paragraph, clause or provision of this Resolution is judicially adjudged invalid or unenforceable, such judgment shall not affect, impair or invalidate the remaining paragraphs, clauses or provisions hereof, the intention being that the various paragraphs, clauses or provisions hereof are severable. APPROVED AND ADOPTED this 6th day of November, 1984 TDWN OF VAIL, COLORADO {TOWN} {SEPL} .'~T1'EST '~'"~ Town Clerk -6- Council Member ~~.5'~ seconded the motion, and the question being upon the approval and adoption of said Resolution, the roll was called with the following result: Council Members voting "Yes": Mayor: Mayor Pro Tem: Council Members: Rodney Slifer '~-arl nc Hermann Staufer Colleen Kline KentR/~ose, Council Members voting "No" : /{.~J members of the Council present having voted in favor of the approval and adoption of the Resolution, the presiding officer thereupon declared the Resolution duly approved and adopted. Thereupon, after consideration of other business to come before the Council, the meeting was adjourned. ~ . ~ ~:.:_ Mayor G~ ` Town of ail, Colorado (TOWN) (SEAL) A TEST: Town Clark Town of Vail, Colorado -7- l STATE OF COLORADO ) } COUNTY OF EAGLE ) ss. ) TOWN OF VAIL } (Attach Affidavit of Publication of Notice.) -8- STATE OF COLORADO } } COUNTY OF EAGLE } ss. } TOWN OF VAIL } I, Pamela A. Brandmeyer, Town Clerk of the Town of Vail, Colorado {the "Town"), do hereby certify that the foregoing copy of Resolution No. ~~ , Series of 1984, confirming the date and ratifying notice of a public hearing to be held December 4, 1984, concerning the levying of special assessments against properties within the TOWn of Vail, Colorado, Lianshead Improvement District (the "District"}, is a true and correct copy; that said Resolution was approved and adopted by the Town Council at the regular meeting place of the Town Council in the Town, on Tuesday, the 6th day of November, 1984; that true copies of said Resolution have been duly executed and authenticated by the signatures of the Mayor of the Town of Vail and myself, as Town Clerk of said Town, sealed with the seal of the Town, numbered and recorded in the official records of the Town kept for that purpose in my office; that on November 14, 1984, which date was not more than 23 nor less than 18 days prior to the public hearing to be held on December 4, 1984, I caused a notice in the form set forth herein at pages 3 through 5, together with a copy of Section 20.04.200 of the Code of the Town, to be mailed by first class, postage prepaid mail to the record owners of all affected properties within the District at the addresses listed therein, which owners and their respective addresses were ascertained by examining the real property assessment rolls for general (ad valorem} taxes of Eagle County as of November 9, 1984; that I also caused said notice to be published in The Vail Trail, a newspaper of general circulation in the Town of Vail, in its issue of November 16, 1984, which date was not more than 24 nor less than IO days prior to said public hearing, as evidenced by the affidavit of publication attached hereto at page 8. I further certify that the foregoing pages numbered 1 to 8 constitute a true and correct copy of the record of the proceedings of the Town Council at its special meeting of November 6, 1984, insofar as said proceedings relate to said Resolution; that said proceedings were duly had and taken; that the meeting was duly held; and that the persons were present at said meeting as therein shown. IN WITNESS WHEREOF, I have hereunt set my hand and the seal of the Town of Vail, Colorado, this day of November, 1984. r' f d ~ w`4 '~ Town Clerk ~~~~ Town of Vail, Colorado ('TOWN } (SEAL} -9- RESOLUTION N0. 22 Series of 1984 A RESOLUTION AUTHORIZING THE TOWN MANAGER TO ENTER INTO A CONTRACT W[TH THE STATE DEPARTMENT OF HIGHWAYS FOR THE CONSTRUCTION OF FOREST ROAD BRIDGE. WHEREAS, pursuant to the Highway Bridge Replacement and Rehabilitation Plan, a portion of the Surface Transportation Assistance Act of 1982, certain federal funds have been allocated for the replacement or rehabilitation of highway bridges and federal aid funds in the amount of $196,464,000 have been made available for the construction and replace- ment of a bridge known as the Forest Road Bridge located on Forest Road, just south of 846 Forest Road; and WHEREAS, the matching ratio for the project is 80 percent federal aids funds to 20 percent Town of Vail funds. NOW, THEREFORE, BE IT RESOLVED: That the Town Manager be and hereby is authorized to enter into the attached contract with the State Department of Highways, Division of Highways, for the construction of said bridge and that the Town take all appropriate action to obtain said federal funds and prosecute the work in accordance with said contract. INTRODUCED, READ, APPROVED AND ADOPTED, THIS 13th day of November, 1984. Rodney E. S1~'fer, Mayo ATTEST: Palm la A. Brandme er To y Clerk ~Gso~io~. ~ ct3, -. -.~ 44fi4A 11/08/84 STATE OF COLORADO ) ) COUNTY OF EAGLE ) ss. ) TOWN OF VAIL ) SeHica a~ ~~& The Town Council of the Town of Vail, Colorado, held a special meeting at the Vail Municipal Building, the regular meeting place thereof in the Town, on Tuesday, the 13th day of November, 1984, at the hour of 7:30 p.m. The fallowing members of the Town Council were present: Mayor: Mayor Pro Tem: Council Members: Rodney Slifer Paul Johnston Charles R. Anderson Hermann Staufer Gail Wahrlich Lowenthal Colleen Kline Kent Rose The following members of the Town nCrouncil were absent: ~YIW The following persons were also present: Tawn Manager: Town Director of Finance: Town Attorney: Rondall Phillips William Pyka Lawrence A. Eskwith Town Clerk: Pamela A. Brandmeyer Thereupon, the following proceedings, among others, were had and taken: Council Member reported that he had called this special meeting and t t at least forty-eight (48) hours prior to this meeting he h d caused written notice of said special meeting to be delivered to each member of the Council and to be posted in two (2} public places, and that such notice was publi~'-ed in The Vail Trail, a newspaper of general circulation within the the notice Council adoption o sufficient Council and Town, in its issue of November ~ 1964. A copy of of specialQmeeting is attached hereto as Page 13. Member Tl~i introduced and moved the f the following Resolution, which was read by title, copies having previously been made available to the to the public: -2- -J TOWN OF VAIL, COLORADO RESOLUTION NO. Series of 1984 A RESOLUTION SUPPLEMENTING ORDINANCE N0. 28, SERIES OF 1984; DETERMINING THE PRINCIPAL AMOUNT, BOND NUMBERS, PROVISIONS FOR REDEMPTION AND MATURITIES OF, AND RATES OF INTEREST ON $17,040,000 OF THE TOWN'S SPORTS FACILITIES REVENUE BONDS (VAIL ASSOCIATES PROJECT), SERIES 1984; DETERMINING REVENUES TO BE PAID FOR SUCH PROJECT; AUTHORIZING INCIDENTAL ACTION; AND REPEALING INCONSISTENT ACTIONS. WHEREAS, the Town Council by Resolution No. 6, Series of 1981, adopted February 17, 1981, and by Ordinance No. 28, Series of 1984, finally passed October i6, 1984, approved the financing of a commercial development and sports and recreational facility project {the "Project") for Vail Associates, Inc. (the "Company") pursuant to the County and Municipality Development Revenue Bond Act (the "Act"}; and WHEREAS, the Town has approved a Sports Facilities Financing Agreement dated as of November 1, 1984 {the "Agreement"} with the Company and has determined to finance the Project and its related costs by the issuance of $17,000,000 in aggregate principal amount of its bonds to be known as "Sports Facilities Revenue Bonds (Vail Associates Project), Series 1984" (the "Bonds"} to be issued pursuant to a Trust Indenture dated as of November 1, 1984 (the "Indenture"} to The Colorado National Bank of Denver, as Trustee (the "Trustee"}; and WHEREAS Ordinance No. 28, Series of 1984, authorized the issuance of the Bonds and the determination of final terms thereof by subsequent resolution of the Town Council; and WHEREAS, to secure the Bonds, the Company has caused First National Bank of Minneapolis to issue its letter of credit in favor of the Trustee for the payment of principal of the Bonds, plus interest thereon for 65 days computed at the rate of 1S$ per annum; and WHEREAS, institutional purchasers to be designated by the Company {the "Purchasers") will offer to purchase the Bonds at 100$ of the principal amount thereof, with stated redemption dates, maturity date and interest rate and propose to enter into a Bond Purchase Agreement or Agreements {the "Bond Purchase Agreements") relating thereto as previously authorized by Ordinance No. 28, Series of 1984 with the Town, and the Company will join in said Bond Purchase Agreement. -3- NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO, that: Section 1. APPROVAL OF AGREEMENT, TRUST INDENTURE, AND BOND PURCHASE AGREEMENTS. The forms of the Agreement, the Indenture and the Bond Purchase Agreements, presented to this meeting {copies of which shall be filed with the records of the Town) are hereby approved, and the Mayor of the Town (the "Mayor") is hereby authorized to execute and deliver, and the Town Clerk of the Town {the "Clerk") is hereby authorized to affix the seal of the Town where appropriate to, and attest, such documents in substantially such form and upon the terms and conditions set forth herein and therein, with such changes therein as such officers shall approve (including changes in dates and amounts necessary to conform such documents to the final terms as approved by the Company and the Purchasers), such approval to be evidenced by their execution thereof. In accordance with the requirements of the Act, the Town hereby determines that the following provisions shall be as set forth in the form of the Indenture hereinbefore approved, which form is hereby incorporated herein by reference as if set f orth in full: (a) Custody of the proceeds from the sale of the Bands, including their investment and reinvestment until used to defray the costs of the Project; (b) The creation of funds or accounts into which any Bond proceeds, revenues and .income may be deposited or created; (c} Limitation on the purpose to which proceeds of any Bonds may be applied; (d) Limitation on the issuance of additional bonds, the refunding of Bonds and the replacement of Bonds; (e) The procedure by which the terms of any contract with Bondholders may be amended or abrogated; (f) Vesting in the Trustee such properties, rights, powers and duties in trust as the Issuer determines and limiting the rights, duties and powers of the Trustee; and (g} The rights and remedies available in case of a default to the Bond owners or to the Trustee under the Agreement, the Company's Note, or the Indenture. In accordance with the requirements of the Act, the Town hereby determines that the following provisions shall be as set forth in the form of Agreement hereinbefore approved, which form is hereby incorporated herein by referene~ ~as if set forth in full: -4- f ~+' (a) The fixing and collection of revenues from the Project; and (b) The maintainance and insurance of the Project. Section 2. TERMS OF BONDS, The Bonds shall be dated as of the date of their actual issuance and delivery ar as otherwise provided in the Indenture, shall be in the aggregate principal amount of $17,000,000, and shall be issued as fully registered bonds, in the denomination of $100,000 or any integral multiple thereof, except that if the interest rate borne by the Bonds shall be converted to a Fixed interest Rate (as hereinafter defined) replacement bonds shall be in the denomination of $5,000 or any integral multiple thereof. The Bonds shall be payable at the principal corporate trust office of the Trustee or at any successor paying agent. The Bond Purchase Agreements are hereby found to comply with the maximum net effective interest rate for the Bonds stated in Ordinance No. 28, Series of 1984. The Bonds shall mature, subject to prior redemption, on November 1, 1994, and shall be subject to mandatory sinking fund redemption, by lot, at a redemption price equal to 100$ of the principal amount outstanding plus accrued interest to the redemption date, en November 1 in each of the years and in the amounts indicated below: Year 1986 1987 198$ 1989 1990 1991 1992 1993 All other contained in terms of which redemption provisions the form of Indenture are hereby reconfirmed. Amount $200,000 200,000 200,000 200,000 300,000 400,000 400,000 400,000 of the Bonds shall be as previously approved, the Interest on the Bonds shall be paid on each Interest Payment Date, and except upon conversion to a Fixed Interest Rate, as described below, shall be computed on the basis of the actual number of days elasped in a year. Upon conversion to a Fixed Interest Rate, interest shall be computed on the basis of the actual number of days elapsed within a month of 30 days and over a year of 360 days. "Interest Payment Date" means (i) on or prior to the effective date of the Fixed Interest Rate, the first day of each calendar month (commencing January 1, 1985) and the date of payment in full of the Bonds, and (ii) after the effective date of the Fixed Interest Rate each May 1 and November 1 thereafter. The interest rate on the Bonds shall be determined as follows: -5- Determination of Variable Interest Rate. For each period from and including the first day of each calendar month through the last day of such calendar month, or the day next preceding the date of payment in full of the Bonds {the "Interest Period"} for which there is not a Fixed Interest Rate, the Bonds shall bear interest at the lesser of fifteen percent {1ST) per annum or a rate fthe "Variable Rate") equal to the product of the Reference Rate {as hereinafter defined) multiplied by the Interest Rate Multiple (as hereinafter defined), as each is in effect from time to time. The term "Reference Rate" shall mean the per annum rate of interest equal to the Reference Rate as announced from time to time by First National Bank o£ Minneapolis, located in Minneapolis, Minnesota, effective as of the date of such announcement, or if such date is not a Business Day, the next following Business Day. Prior to the effective date of the Fixed Interest Rate, the Trustee shall ascertain from First National Bank of Minneapolis the Reference Rate in effect from time to time for each Interest Period and shall give the Town and the Company written notice at least three {3} days in advance of each Variable Rate Interest Payment Date, of the Reference Rate in effect from time to time during the applicable Interest Period and the amount of interest to be due and payable on such Variable Rate Interest Payment Date. For purposes of such calculations, the Reference Rate and the Interest Rate Multiple as defined below shall be assumed to remain unchanged for the five {5) days prior to such Interest Payment Date, and payment of such amount of interest as so calculated shall satisfy the obligation of the payment of interest due on any such Interest Payment Date. The "Interest Rate Multiple" shall mean the percentage between forty percent {40~) and ninety percent f90~), both inclusive, determined by the Remarketing Agent appointed under the Indenture, which when multiplied by the Reference Rate in effect on the date of determination of the Interest Rate Multiple {the "Rate Determination Date") will produce the per annum rate of interest necessary, but not exceeding the per annum rate of interest necessary, to sell the Bonds on the Rate Determination Date at a price of par plus ccrued interest. The initial Interest Rate Multiple shall be ~~ ~. The Remarketing Agent shall determine the Interest Rate Multiple on the first and third Wednesdays of each calendar month {or, if any such Wednesday is not a Business Day, on the next following Business Day) and on any Optional Tender Date on which Bonds are remarketed to Bondholders, other than any dates on which Bonds are remarketed solely to the Company or any other person on behalf of the Company, The Remarketing Agent shall promptly give written notice of each adjustment in the Interest Rate Multiple, as provided in the Indenture. Each adjustment in the Interest Rate Multiple shall be effective from and including the Rate Determination Date on which said Remarketing Agent determines the Interest Rate Multiple to, but not including, the -6- .._ ,.... next following Rate Determination Date. If said Remarketing Agent does not give notice to the Trustee of an adjustment in the Interest Rate Multiple on any Rate Determination Date, the Interest Rate Multiple from and including such Rate Determination Date to, but not including, the next following Rate Determination Date shall be equal to the Interest Rate Multiple in effect immediately prior to such Rate Determination Date. Determination of Fixed Interest Rate. The interest rate on the Bonds may be established at a fixed annual interest rate {the "Fixed Interest Rate") at least 180 days after the initial issuance and delivery of the Bonds on the Interest Payment Date following delivery by the Company of a notice that the interest rate on the Bonds shall become fixed and an opinion of nationally recognized bond counsel that the establishment of a Fixed Interest Rate will not cause interest on the Bonds to become subject to Federal income tax. The notice required to be given by the Company shall state {A) its election to convert the interest rate borne by the Bonds to the Fixed Interest Rate, {B} the date on which such conversion shall occur {the "Conversion Date"}, which shall be an interest payment date selected by the Company not less than 60 days nor more than 75 days from the date the Company gives notice, and (C) the date on which the Fixed Interest Rate shall be computed {the "Computation Date"), which shall be a business day selected by the Company and which shall be not less than 10 days prior to the Conversion Date. On and after the Conversion Date, the Bands shall bear interest at the lesser of fifteen percent {15~) per annum or the rate determined on a one-time basis, payable on the first day of May or November next following said Conversion Date, on the first day of each May and November thereafter and on the date of payment in full of the Bands {each a "Fixed Rate Interest Payment Date"). The Fixed Interest Rate shall be determined in the following manner: On a day selected by the Remarketing Agent appointed under the Indenture with the approval of the Company, but not later than the fifteenth {15th) day or earlier than the fiftieth {50th) day prior to the Conversion Date, the Indexing Agent shall determine the Fixed Interest Index and on the Computation Date the Remarketing Agent, having due regard to prevailing market conditions, shall determine the interest rate which, if borne by the Bonds during the Fixed Rate Period, would be the interest rate, but would not exceed the interest rate, which would result in the market value of the Bonds on such day of computation {as if such day were the first day of the Fixed Rate Period} being 100$ of the principal amount thereof and the interest rate so determined by the Remarketing Agent shall be the Fixed Interest Rate; provided, however, that in no event shall the Fixed Interest Rate be more than 125, or less than 755, of the Fixed Interest Index nor shall it exceed 15~ per annum. The Remarketing Agent shall promptly notify the Trustee of the Fixed Interest Rate. If for any reason the Fixed -7- Interest Rate so determined by the Remarketing Agent would prevent the Company from obtaining the bond counsel opinion referred to above, the Remarketing Agent shall determine the Fixed Interest Rate which shall be 94$ o£ the Revenue Bond Index for the most recent period las published in The Bond Buyer) less the product of 2/10 of l~ multiplied by the difference between 10 years and the remaining years to final maturity of the Bonds. The Fixed Interest Index shall be expressed as an interest rate per annum, and shall be based upon yield evaluations at par ion the basis of a term and redemption provisions as nearly equal as practicable to the remaining term and redemption provisions of the Bonds at the time) of securities the interest on which is exempt from federal income taxation, of not less than five !5) issuers of such securities (the "Component Issuers"), selected by the Indexing Agent, the securities of which shall bear, or, if issued would bear a credit rating comparable to that of the Bonds, if any, taking into consideration any letter of credit or other security to be provided. The specific issuers included in the Component Issuers may be selected-by the Indexing Agent in its discretion. The Trustee shall give notice {in the same manner as notice of a call for redemption) to the holders of the Bonds not less than 25 days prior to the effective date of the Fixed Interest Rate, specifying the date the Fixed Interest Rate shall be determined, specifying the effective date, stating that the Bands shall be subject to redemption by the Town on the effective date of the Fixed Interest Rate and that the holder of any Bond shall have the right to retain his Bond and not have it redeemed by notifying the Trustee of the Bondholder`s acceptance of the Fixed Interest Rate. The Trustee shall give notice {in the same manner as notice of a call for redemption} to the holders of the Bonds of the Fixed Interest Rate to be borne by the Bonds. After the establishment of a fixed interest rate the Credit Facility {as defined in the Indenture) may be terminated if consented to by the Town and the Company, and the Bondholders shall have no right to require purchase of the Bonds by the Remarketing Agent or the Trustee. The Town hereby appoints Continental Illinois National Bank and Trust Company of Chicago as Remarketing Agent {the "Remarketing Agent") and as Indexing Agent {the "Indexing Agent") under the Indenture. The Remarketing Agent and Indexing Agent may be removed or replaced in accordance with the provisions of the Indenture. The computation or determination of the Interest Rate Multiple and the Fixed Interest Index by the Indexing Agent or the Remarketing Agent, and the determination of the interest rate by the Trustee or Remarketing Agent, shall be conclusive and binding upon the holders of the Bonds, the Town, the Company, thn Trustee and the Remarketing Agent. -6- Section 3. DETERMINATION OF REVENUES. In accordance with the Act, it is hereby determined that (a) in view of the ownership of the Project by the Company and the consequent subjection of the Project to ad valorem taxes, no amount is necessary for payments in lieu of taxes; and (b) no amount is required for a reserve fund. It is hereby determined that, based on the maximum interest rate of 15$ per annum, no more than the following amounts, in addition to the amounts set forth in Section 2 hereof for the payment of principal, will be necessary for the payment of interest on the Bonds: Year Ending November 1 Year Ending November 1 1985 $2,550,000 1990 $2,430,040 1986 2,$$0,040 1991 2,385,040 1987 2,S20,OD0 1992 2,325,400 1988 2,490,000 1993 2,265,000 1989 2,460,000 1994 2,205,000 Section 4. INCIDENTAL ACTION. The Mayor, Town Manager, Finance Director and Town Clerk of the Town are hereby authorized and directed to execute and deliver such other documents, including acceptances and conveyances of property interests, and to take such other action as may be necessary or appropriate in order to effectuate the execution and delivery of the aforesaid Agreement, Indenture and Bond Purchase Agreements (including the approval of changes in such documents which the Town's counsel approves and which do not alter the basic terms and substance of the proposed transactions, such approval to be evidenced by the execution by such officers), the performance of the Town's obligations thereunder, and the issuance and sale of the Bonds to the Purchasers, all in accordance with the foregoing Sections hereof and the provisions of Ordinance No. 28, Series of 1984. Section 5. REPEALER. All acts, orders, ordinances, resolutions, or parts thereof, taken by the Town in conflict with this Resolution are hereby repealed, except that this repealer shall not be construed so as to revive any act, order, ordinance, resolution, or part thereof, heretofore repealed. Section 6. RESOLUTION IRREPEALABLE. This Resolution is, and shall constitute, a legislative measure of the Town, and after the Bonds are issued and outstanding, this Resolution shall constitute a contract between the Town and the owner or owners of the Bonds, and shall be and remain irrepealable until the Bonds and the interest accruing thereon shall have been fully paid, satisfied and discharged, Section 7. SEVERABILITY. If any paragraph, clause or provision of this Resolution is judicially adjudged invalid ar unenforceable, such judn~nent shall not affect, impair or invalidate the remaining paragraphs, clauses or provisions -9- hereof, the intention being that the various paragraphs, clauses or provisions hereof are severable. Section $. EFFECTIVE DATE. This Resolution shall take effect immediately upon its passage. INTRODUCED, READ, APPROVED AND ADOPTED, TIiIS 13th day of November, 1984. [TOWN] [SEAL] ATTEST; Town Clerk fl Town of Vail, Colorado ~~ o ~~.~' Mayor / v Town of Vail, Colorado -10- The motion to pass ~~~~~~,f~ qr goin esolution was duly seconded by Council Member~tlibtl'itl, •'~~ , and the question being upon the approval of the Resolution, the roll was called with the following results: Council Members Mayor: Mayor Pro Tem; Council Members: voting "YES": Rodney Slifer Paul Johnston Charles R. Anderson Hermann Staufer Gail Wahrlich Lowenthal Colleen Kline Kent Rose Council Members voting "NO": nom, 7 members of the Town Council present having voted in favor thereof, the Mayor thereupon declared the motion was carried and the Resolution duly passed. After consideration of other business to come before the Town Council, the meeting was adjourned. (TOWN) (SEAL) ATTEST: ~. ~lMt/~.~~I~Y1t.G~i~~/ Town Clerk (~ To~:n of Vail, Colorado ~~~~ ~ ~ M3'yo r / Town of Vail, Colorado -ll- STATE OF COLORADO ) COiJNTY OF EAGLE ) ss, ) TOWN OF VAIL ) I, Pamela A. Brandmeyer, Town Clerk of the Town of Vail, Coloral3o, do hereby certify that the attached copy of Resolution No. ~f , Series of 1984, is a true and correct copy; that said Resolution was in traduced and approved by the Town Cauncil of the Tawn of Vail, Colorado, at a special meeting held at the Vail Municipal Building, the regular meeting place thereof, an Tuesday, the 13th day of November, 19$4 and that at least forty-eight (48) hours prior to said special meeting a written notice of the special meeting in the form attached hereto as Page 13 was delivered to each Council member, was posted in two public places within the Town and was published in The Vail Trail, a newspaper of general circulation in the Town, in its issue of November . 1984, as evidenced by the affidavit of publication attache ereto; that a true copy of said Resolution has been duly executed and authenticated by the signatures of the Mayor of the Town and myself as Town Clerk thereof, sealed with the seal of the Town, and numbered and recorded in the official records of the Town kept for that purpose in my office; that the foregoing pages 1 through 11, inclusive, constitute a true and correct copy of the record of the proceedings of the Town Council at its aforesaid meeting insofar as said proceedings relate to said Resolution; that said proceedings were duly had and taken, that the meeting was duly held; and that the persons were present at said meeting as therein shown. IN WITNESS WHEREOF, I have hereun set my hand and the seal of the Town of Vail, Colorado, this I.~="~ay of November, 1984. t~ / -' J ~. (TOWN) Town Clerk (SEAL) Town of Vail, Colorado -12- STATE OF COLORADO ) COUNTY OF EAGLE ) ss. TOWN OF VAIL ) [Attach form of Notice of Special. Meeting] _i~_ STATE OF COLORADO ) j COUNTY OF EAGLE j ss. } TOWN OF VAIL ) [Attach affidavit of publication of Notice of Special Meeting] -IA- RESOLUTION NO. 24 Series of 1984 A RESOLUTION SUPPORTING THE CONCEPT OF HOSTING THE WORLD CHAMPIONSHIPS AND PROVIDING FINANCIAL SUPPORT. WHEREAS, the Vail Valley Foundation is in the process of bidding for the 1989 World Alpine Ski Championships for Vail, Colorado; and WHEREAS, the benefits from this major international event are broad and far-reaching for the community; and WHEREAS, the Town of Vail has committed initial financial support to the project through a substantial contribution to the current campaign to obtain the award; and -- WHEREAS, the Town of Vail has recently authorized Industrial Revenue Bonds for the improvement of Vail Mountain, a portion of the proceeds of which will be directed at racing facilities needed for the World Championships. NOW, THEREFORE, BE IT RESOLVED: That the Town of Vail strongly supports the concept of hosting the World Championships, anticipates providing additional financial support, and encourages the Town of Avon, the Beaver Creek Resort Company, Eagle County, and the State of Colorado to also participate in the financing of the event. INTRODUCED, READ, APPROVED AND ADOPTED, THIS 13th day of November, 1984. 5 _ - ~ . Roney E. bluer, May ~~ '~ t ~ ~~'~ 1 '. ti: ~ '~ JJ// ~ JJ . i '~ ~., Pamsla J~. Brandmeyer, Tow Clerk :, •.. j~~~//l!!Jlllilllti~ti~~~1 ~~ . s~~ RESOLUTION N0. 25 Series of 1984 A RESOLUTION PROCLAIMING THE WEEK OF DECEMBER 9-15, 1984 AS DRUNK DRIVING AWARENESS WEEK. WHEREAS, traffic accidents result in more violent deaths in the United States, Colorado and our community than any other cause; and WHEREAS, we support national and state efforts in dealing with the problem of drunk drivers; and and WHEREAS, alcohol is a major factor involved in all fatal crashes; WHEREAS, increased public awareness of this problem has resulted in the reduction in percentage of alcohol involvement in traffic crashes; and WHEREAS, the Christmas and New Year's holiday period is a particularly appropriate time to focus our attention on this problem; and WHEREAS, continued public attention to this matter in our community/ city may prevent people from driving after drinking. NOW, THEREFORE, BE IT RESOLVED: That the Town Council of the Town of Vail hereby proclaim the week of December 9-15, 1984 as Drunk Driving Awareness Week and reminds their fellow citizens that safety belts and child safety seats are the best defense against all hazards of the road. 1984. INTRODUCED, READ, APPROVED AND ADOPTED, THiS 4th day of December, odney E. fifer, Mays ~' ATTEST: Pamela A. Brandmeyer, Town Clerk ~ - ~'s~ . ~~ Seri eu xsf 1~~4 fl 3t,enulu# ittn ~Vttmin~ #l~r musk .~1nd~erann ~juu#f~ ltrsu~ni#inn ~uttrd in i~em~sr}# of pgttrlpn lt. 31n~eruun, Tmun G~uunsil fltrmh~r. 1~~1~1984 31~i£ 4~ustt :lud~runn ~arru~ed ttu tt mrmlzpr u# #1~p 71ttiI i~'nwn _ ~nncil from 181 un#tl pia aus~d~en ttnd un#im~l~ ~l,ett#~ urn ~Tauzmbrr Z8, ~& 1~~4; and ~ - w~xz3~IS. musk ,~ndprunn suac~a tt ~prll~'tnfctrm~~l, ttr#isultt#e ttnd dr~ittt#p~] mrm&~r of #E~e ~unsil ml~n l~ttd tt ~rrtt# luue fnr #l~r ~uu#~ of vttil; ttnd u~z$f.~3, Q~ush ,~1rcdPrunn ~pruuidrd #I~~ lrttd~ral~i~ ttnd ~ria~e #n ru#ttkliul~ #l~P j~nu#E~ lt~,cu~ni#iaan ~uttrd ~rugrttm fnr #!~~ ~rur~raur of rrsn~niring uu#~a#ttndin~ ashieurmxn# z~f ~aun~ }~~a~lr in #~~ L~mun n:f veil: and '- ~~IS, #[~p L~num Luunsii dpairru #u u~a~ul~l #E~r mrmnr~ of gaunt Andrr~ean tt8 an rxsr~#iunal rxm~lP n~f x....,,...,~ni#~ l~ttdrrnt~i~r and A,, dedictt#inn. L~1~tt# #~P ~uttnt Crnunsil of #f~e czmun of 1Jtti1 ~~errh~ r~nttmen #1~e~ ~jnu#h ''-rsn~ni#iz~n .~SUttrd tta #}~r ~z~slt f1n~3rrunn ~jnu#}} ltrsu~ni#i~rn 14tuur~l itt m~em~ar~ of ~ttrlpu ~. .fln~drraan. •,,_ esvc.3t1~1L~11, ~~-sclffl~~ .i4~31 3~uu~#:e,z33 c. four#t~ dad of :, ~ 3lrcrmhrr, 184. - `~S ~ ' i~ ~.~_ ~Tttmrltt A. lirttndmp~pr. ~~nt G~lrrk .,.: " r ~ ~ i • a ~. rt S i t '.i~" . ~ •'i .~ , :q~ RESOLUTION NO. 27 Series of 1984 A RESOLUTION ADOPTING THE DEFERRED COMPENSATION PLAN OF THE ICh1A WHEREAS, the Employer has employees rendering valuable services; and WHEREAS, the Employer wishes to establish a second deferred compensation plan for such employees which will serve the interests of the Employer by enabling it to provide retirement security for its employees by providing an increased flexibility in its personnel management system and by assisting in the attraction and retention of competent personnel; and WHEREAS, the Employer has determined that the establishment of an additional deferred compensation plan would be administered by the ICMA Retirement Corporation will serve the above objectives. NOW, THEREFORE, BE IT RESOLVED by the Town Council of Vaii, Colorado, that 1. The Employer adopts the deferred compensation plan attached hereto as Exhibit A and appoints the ICMA Retirement Corporation to serve as administrator thereunder. 2. The Employer hereby authorizes the Town Manager to execute the ICMA Retirement Trust attached hereto as Exhibit B. 3. The Employer hereby adopts the Trust Agreement attached hereto as Ecxhibit C and appoints the ICMA Retirement Corporation as trustee hereunder and directs the ICMA Retirement Corporation, as Trustee, to invest all funds held under the deferred compensation plan through the ICMA Retirement Trust as soon as is practicable. ~. The Personnel Director shall be the coordinator for this program and shall receive necessary reports, notices, etc. from the ICMA Retirement Corpo- ration as Administrator, and shall cast, on behalf of the Employer, any required votes under the program. Administrative duties to carry out the plan may be assigned to the appropriate departments. INTRODUCED, READ, APPROVED AND ADOPTED, THIS 1$~. day of December, 1984. ATTEST -, `~~~ ~~~~ F~,ire!3 r.. ran meyer, ~' Town Clzrk ~~~,~,~ Rodney E.(Slife yor "r ~ APPENDIX A {"EMPLOYER") DEFERRED COMPENSATION PLAN I. INTRODt,iCTION The Employer hereby establishes the Employer's Deferred Compensation Plan, hereinafter referred toasthe "Plan." The Plan consists of the previsions set forth in this document. The primary purpose of this Plan is to provide retirement income and other deferred benefits to the Employees of the Employer in accordance with the provisions of section 457 of the Internal Revenue Code of 7954, as amended. This Plan shall be an agreement solely between the Employer and participating Employees. II. DEFINITIONS 2.09 Account: The bookkeeping account maintained for each Participant reflecting the cumulative amount of the Participant's Deferred Compensation, including any income, gains, tosses, or increases or decreases in market value attributable to the Employer's investment of the Participant's Deferred Compensation, and further reflecting any distribu- tions to the Participant ar the Participant's Beneficiary and any tees or expenses charged against such Participant's Deferred Compensation. 2.02 Adminiatrator. The person or persons named to carry out certain nondiscretionary administrative functions under the Plan, as hereinafter described. The Emptoyer may remove any person as Administrator upon BO days advance notice in writing to such person, in which case the Employer shalt name another person or persons to act as Administrator. The Administrator may resign upon 60 days advance notice in writing to the Employer, in which the case the Employer shall name another person or persons to act as Administrator. 2.03 9eneffclary: The person or persons designated by the Participant in his Joinder Agreement who shall receive any benefits payable hereunder in the event of the Participant's death. 2.04 Deferred Compensation: The amount o} Normal Compensa- tion otherwise payable to the Participant which the Partlcipant and the ~mpioyer mutually agree to defer hereunder, any amount credited to a Participant's Account by . reason of a transfer under Section 6.D3, or any other amount which the Employer agrees to Credit to a Participant's Account. 2.05 Employee: Any individual who provides services for the Employer, whether as an employee of the Emptoyer or as an independent contractor, and who has been designatetl by the Employer as eligible to participate in the Plan. 2.Q6 Includible Compensation: The amount of an Employee's compensation from the Employer for a taxable year that is attributable to services pertormed for the Employer and that fa includible in the Employee's gross income for the taxable year far federal income tax purposes: such farm does not include any amount excludable from gross income underthis Plan or any other plan described in section 457(b) of the Internal Revenue Code. any amount excludable from gross income under section 403(b} of the Internal Revenue Code, or any other amount excludable from gross income for federal income tax purposes. Includible Compensation steal! be determined without regard to any community property laws. 2.07 Joinder Agreement: An agreement entered into between an Employee and the Employer, including any amendments or modifications thereof. Such agreement shall fix the amount of Deferred Compensation, specify a preference among the investment alternatives designated by the Employer, designate the Employee's Beneficiary or Beneficiaries, and incorporate the terms, conditions, and provisions of the Plan by reference. 2.08 Normal Compensation: The amount of Compensation which would be payable to a Participant by the Employer fpr a taxable year i} no Joinder Agreement were in affect to defer Compensation under this Plan. 2.09 Normal Retirement Age: Age 70, unless the Participant has elected an alternate Norma! Retirement Age by written instrument delivered to the Administrator prior to Separation from Service. A Participant's Normal Retirement Age determines (a) the latest time when benefits may commence under this Pian (unless the Participant continues empioy- mentafter Normal RetirementAge),ond (D) the period during which a Participant may utilize the catch-up limitation of Section 5.02 hereunder. Once a Participant has to any extent utilized the catch-up limitation of Section 5.0?, his Normal Retirement Age may not be changed. A Participant's alternate Normal Retirement Age may not be earlier than the earliest date that the Participant will become eligible to retire and receive unreduced retirement benefits under the Employer's basic retirement plan covering the Participant and may not be later than the date the Participant attains 8ge 70. If a Participant continues employment after attaining age 70, not having previously elected an alternate Norma! RetirementAge, the Partlcipant'e alternate Normal Retirement Age shall not be later than the mandatory retirement age, if any, established by the Employer, or the age at which the Participant actually separates from service if the Employer teas no mandatory retirement age. If the Partlcipant will not become eligible to receive benefits under a basic retirement plan maintained by the Employer, the Participant's alternate Norma# Retirement Age may not be earlier than attainment of age 55 and may not be later than attainment of age 70. 2.10 Partidpant: Any Employee who has joined the Ptan pursuant to the requirements of Article IV. 2.11 Plan deer: The calendar year. 212 Retirement: The first date upon which both of the follpwing shall have occurred with respect to a Participant: Separation from Service and attainment of Normal Retirement Age. 2.t3 Separation from 5ervtee: Severance of the Participant's employment with the Employer. A Participant shall tie deemed to have severed his employment with the Empioyer for purposes of this Plan when, in accordance with the established practices of the Employer, the employment relationship is considered to have actually terminated. In the case of a Participant who is an independent contractor of the Employer, Separation frpm Service shall be deemed to have occurred when the Participant's wntract under which services are performed has completely expired and terminated, there is no foreseeable possibility that the Empioyer will renew the contract or enter into a new contract for the Participant's services, and it is not anticipated that the Participant will become an Employee of the Employer. III. AIRMEN3STRATION 3.01 Duiiea of Employer: The Employer shall have the authority to make aN discretionary decisions affecting the rights or benefits of Participants which may be required in the administration of this Plan. 3.02 Duties of Administrator: The Administrator, as agent for the Employer, shall perform nondiscretianary administrative functions in Connection with the Plan, including the maintenance of Participants' Accounts, the provision of periodic reports of the status of each Account and the disbursement of benefits on behalf of the Employer in accordance with the provisions of this Plan. IV. PARTICIPATION IN TFIE PLAN 4.01 Enitial Participation: An Employee may become a Participant by entering into a Joinder Agreement prior to the beginning of the calendar month in which the Joinder Agreement is to become effective to defer compensation not yet earned. 4.02 Amendment of Joinder Agreement: A Participant may amend an executed Joinder Agreement to Change the amount of Compensation not yet earned which is to be deferred (including the reduction of such future deferrals to zero) or to change his investment preference (subject to such restric- tions as may result fromthe nature orterms of any investment made by the Employer). Such amendment shall become effective as of the beginning of the calendar month Commencing after the date the amendment is executed. A Participant may at any time amend his Joinder Agreement to change the designated Beneficiary and such amendment shall become effective immediately. V. LIMITATIONS ON DEFERRALS 5.01 Normal Lfmilation: Except as provided in Section 5.02, the maximum amount of Deterred Compensation for arty Participant for any taxable year shall not exceed the lesser of X7,500.00 or 33 1/3 percent of the Participant's lncludibte Compensation far the taxable year, This limitation will ordinarily be equivalent to the lesser of 57,500.00 or 25 percent of the Participant's Normal Compensation. 5.02 Catch-up Limitation: For each of the last three {3) taxable years of a Participant ending before his attainment of Normal Retirement Age, the maximum amount of Deferred Compensation shall be the lesser of: {1) 515,000 ar (2) the sum of (i) the Normal Limitation for the taxable year, and (iij that portion of the Normal Limitation for each of the prior taxable years of the Participant commencing after 1878 during which the Plan was in existence and the Participant was eligible to participate in the Plan (or in any other plan established under section 457 of the Internal Revenue Code by an employe- within the same State as the Emptoyer) less the amount of Deferred Compensation for each such prior taxable year (including amounts deferred under such other _._.. _ ~ plan). For purposes of this Section b.02, a Participant's Includible Compensation for the current taxable year shall be deemed to include any Deferred Compensation for the taxable year in excess of the amount permitted under the Normal Limitation, and the Participant's Includible Compen- sation for any prior taxable year shall be deemed to exclude any amount that could have been deferred under the Normal Limitation for such prior taxable year. 5.03 Section 403(b) Annuities: For purposes of Sections 5.01 and 5.02, amounts contributed by the Empioyer on behalf of a Participant for She purchase of an annuity contract described in section 403(b) of the Internal Revenue Code shall be treated as if such amounts constituted Deferred Compensa- tion under this Plan for the taxable year in which the contribution was made and shall thereby reduce the maximum amount that may be deferred forsuch taxable year. VI. INVESTMENTS AND ACCOUNT VALUES B.01 Investment of Deferred Compensation: All investments of Participants' Deferred Compensation made bythe Employer, including all property and rights purchased with such amounts and all income attributable thereto, shall be the sole property of the Employer and shall not be held in trust for Participants or as collateral security ipr the fulfillment of the Employer's obligations under the Plan. Such property shall be subject tv the claims of general creditors of the Employer, and no Participant or Beneficiary shall have any vested interest or secu-ed or preferred position with respect to such property or have any claim against the Employer except as a general creditor. 8.02 Crediting otAccounts: The Participant's AccountshaH retlect the amount and value of the investments or other property obtained by the Employer through the investment of the Participant's Deferred Compensation. It is anticipated that . the Employer's investments with respect to a Participant wit! conform to the investment preference specified in the Participant's Joinder Agreement, but nothing herein shelf be Construed to require the Employer to make any particular investment of a Participant's Deferred Compensation. Each Participant shall receive periodic reports, not Tess frequently than annually, showing the then-current value of his Account. 8.D3 Acceptance of Transfers: Pursuant to an appropriate written agreement, the Employer may accept and credit io a Participant's Account amounts transferred from another employer within the same State representing amounts held by such other employer under an eligible Slate deterred compensation plan described in section 457 of the Internal Revenue Code. Any such transferred amount shall not be treated as a deferral subject to the limitations of Article V, provided however, that the actual amount of any deferral under the plan from which the transfer is made shall be taken into account in cpmputing the Catch-up limitation under Section 5.02. 8.04 Empioyer Llablllty: in no event shelf the Employer's liability to pay benefits to a Participant underArticle VI exceed the value of the amounts credited to the Participant's Account; the Employer shalt not be liable for losses arising from depreciation or shrinkage in the value of any investments acquired under this Plan. VlI. BENEFITS 7.01 Retirement Benefits and Election on Separation from Service: Except as otherwise provided in this Article Vlf, the distribution of 8 Participant's Account shall commence during the second calendar month after the Closeot the Plan Year of the Participant's Retirement, and the distribution o} such Retirement benefits shall be made in accordance with one of the payment options described in Section 7.02. Notwithstanding the foregoing, the Participant may irrevo- 1 cably ele~~ within fi0 days following Separation from Service to have the distribution of benefits commence on a date other than that described in the preceding sentence which is at feast 6o days after the date such election is defiveretl in writing to the Employer and forwarded to the Administrator but not later than 64 days after the close of the Plan Year of the Participant's Retirement. 7.fl2 Payment Options: As provided in Sections 7.01, 7.45 and 7.06, a Participant may elect to have the value of his Account distributed in accordance with one of the fallowing payment options, provided that such option is consistent with the limitations set forth in Section 7.43: (a) Equal monthly, quarterly, semi-annual or annual payments in an amount chosen by the Participant, continuing until his Account is exhausted: {b} One lump sum payment; (c) Approximately equal monthly, quarterly, semi-annual or annual payments, calculated to continue for a period certain chosen by the Participant; {d) Payments equal to payments made by the issuer of a retirement annuity policy acquired by the Employer; {e) Any other payment option elected by the Participant and agreed to by the Employer. A Participant's election of a payment option must be made at (east 30 days before the payment of bane#its is to com mence. ff a Participant fails to make a timely election of a payment option, benefits shall be paid monthly under option (c) above for a period of five years. 7.~3 Limitation on Options: No payment option may be selected by the Participant under Section 7.02 unless the presentvatue of the payments to the Participant, determined as of the date benefits commence, exceeds 50 percent of the value of the Participant's Account as of the date benefits commence. Present value determinations under this Section shall be made by the Administrator in accordance with the expected return multiples set forth in section 1.72-9 of the Federal Income Tax Regulations {or any successor provision to such regulations). 7.D4 Post-retirement Death Benefits: Should the Participant die after he has begun to receive benefits under a payment option, the remaining payments, if any, under the payment option shall be payable to the Participant's Beneficiary Commencing within 64 days after the Administrator receives proof of the Participant's death, unless the Beneficiary elects payment under a different payment option at least 30 days prior to the date that the first payment becomes payable to the Beneficiary. In no event shall the Employer or Administrator be liable to the Beneficiary for the amount of any payment made in the name of the Participant before the Administrator receives proof of death of the Participant. Notwithstanding the foregoing, payments to a Beneficiary shall not extend over a period Eonger than {i) the Beneficiary's fife expectancy iI the Beneticiary is the Par#icipant's spouse or {ii) fifteen (15) years it the Beneficiary is not the Participant's spouse. If no Beneficiary is designated in the Joinder Agreement, or if the designated Beneficiary does not survive the Participant for a period of fifteen {15) days, then the commuted value of any remaining payments under the payment option shall be paid in a lump sum to the estate of the Participant. If the designated Beneficiary survives the Participant for a period of fifteen (15) days, but does not continue to live for the remaining period of payments under the payment option (as modified, if necessary, in conformity with the third lenience of this section), then the commuted value of any remaining payments under the payment option Shall be paid in a lump sum to the estate of the Beneficiary. 7.D5 Pre-retirement Death Benefits!: Should the Participant die before he has begun to receive the benefits provided by Sections 7.01 or 7.46, a death benefit equal to the value of the Participant's Account shall be payable to the Beneficiary commencing no later than fi0 days after the close of the Plan Year in which the Participant would have attained Normal Retirement Age. Such death benefit shall be paid in a lump sum unless the Beneficiary elects a different payment option within 94 days of the Participant's death. A Beneficiary who may elect a payment option pursuant to the provisions of the preceding sentence shall be treated as if he were a Participant for purposes of determining the payment options available under Section 7.42: provided, however, that the payment option chosen by the Beneficiary must provide for payments to the 8enefiCiary over a period no longer than the life expectancy of the Beneficiary if She Beneticiary is the Participant's spouse and must provide for payments over a period not in excess of fifteen (15} years if the $eneficiary is not the Participant's spouse. 7.05 Disability: I n the event a Participant becomes disabled before the commencement of Retirement benefits untler Section 7.01, the Participant may elect to commence benefits under one of the payment options described in Section 7.42 on the last day of the month following a determination of disability by the Employer. The Participant's request for such determination must be made within a reasonable time after the impairment which constitutes the disability occurs. A Participant shah be considered disabled for purposes of this Plan if he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or be of long-continued and indefinite duration. The disability of any Participant shall be determined in accordance with uniform principles consistently applied and upon the basis of such medical evidence as the Employer deems necessary and desirable. 7.47 EJntoreseeable Emergencies: In the event an unforeseeable emergency occurs, a Participant may apply to the Employer to receive that part of the value of his account that is reasonably needed to satisfy The emergency need. If such an application is approved by the Employer, the Participant shall be paid only such amount as the Employer deems necessary to meet the emergency need, but payment shall not be made to the extent that the financial hardship may be relieved through cessation of deferral under the Pfan, insurance or other reimbursement, or Liquidation of other assets to the extent such liquidation would not itself cause severe financial hardship. An unforeseeable emergency shalt be deemed to involve only circumstances of severefinancial hardship to the Participant resulting from a sudden and unexpected illnessor accident of the Participant or of a dependent (as defined in section 152(a) of the internal Revenue Code} of the Participant, foss of the Participant's property due to casualty, or other similar and extraordinary unforeseeable circum- stances arising as a result of events beyond the control of the Participant The need to send a Participant's child to college or to purchase a new home shalt not be considered unforeseeable emergencies. The determination as to whether such an unforeseeable emergency exists Shall be based on the merits of each individual case. Vlfl. NON-ASSIGNABILITY No Participant or Beneficiary shall have any right to commute, setE, assign, pledge, transfer or otherwise convey or encumber the right to receive any payments hereunder, which payments and rights are expressly declared to be non-assignable and non- transferable. IX. RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT AGREEMENTS This Plan serves in addition to any Other retirement, pension, or benefit plan or system presently m existence or hereinafter established for the benefit of the Employer's employees, and participation hereunder shah not affect benefits receivable under 3 any such plan or system. Nothing contained in this Plan shall be deemed to constitute an employment Contract or agreement between any Participant and the Employer or to give any Participant the right to be retained in the employ of the Employer. Nor shall anything herein be construed to modify the terms of any employment contract or agreement between a Participant and the Employer. X. AMENDMENT OR TERMfNAT10N OF PLAN The Employer may at any time amend this Plan provided that it transmits such amendment in writing to the Administrator at least 3t) days prior to the effective date of the amendment. The consent of the Administrator shall not be required in order for such amendment to become effective, but the Administrator shall be under no obligation to continue acting as Administrator hereunder if it disapproves of such amendment. The Employer may at any time terminate this Plan. The Administrator may at any time propose an amendment to the Plan by an instrument in writing transmitted tathe Employer at least 30 days before the effective date of the amendment. Such amendment shall become effective unless, within such 3Q-day period, the Employer notifies the Administrator in writing that it disapproves such amendment, in which case such amendment shall not become effective. in the event of such disapproval, the Administrator shall be under no obligation to continue acting as Administrator hereunder. No amendment or termination of the Plan shall divest any Participant of any rights with respect to compensation deferred before the date of the amendment or termination. XI. APPLICABLE LAW This Plan shall be construed under the taws of the state where the Employer is located and is established with the intent that 'rt meet the requirements of an "eligible State deferred compensation plan" under section 457 of the Internal Revenue Code of 1954, as amended. The provisions of this Plan shall 6e interpreted wherever passible in conformity with the requirements of that section. XI1. GENDER AND NUMBER The masculine pronoun, whenever used herein, shall include the feminine pronoun, and the singular shall includethe plural,except where the context requires otherwise. AMENDMENT TO THE DECLARATION QF TRUST {APPENDfX B~ Approved by 1CMA Retirement Trust members, November 30, 1983 ARTICLE V1ll. Miscellaneous SECTION 8.3. Notwithstanding any other provision of this Declaration of Trust, until December 31, 1984, unless such period is extended by the Trustees, the Trust Property may include amounts held by the Retirement Trust on behalf of public employers that have not executed the Declaration of Trust. s/ea - APPENDIX 8 DECLARATION OF TRUST of ICMA RETIREMENT TRUST ARTICLE I. Name and Definitions SECTION 1.1. Name. The Name of the Trust created hereby is the ICMA Retirement Trust. SECTION 1.2. Definitions. Wherever they are used herein, the following terms shall have the following respective meanings: (a) By-Laws. The By-Laws referred to in Section 4.1 hereof, as amended Pram time to time. (b) Deferred Compensation Plan. A deferred compensation plan established and maintained by a Public Employer forthe purpose of providing retirement income and other deferred benefits to its employees in accordance with the provisions of section 457 of the Internal Revenue Gode o! 1854. as amended. (cj Guaranteed Investment Contract. A contract entered into by the Retirement Trust with insurance companies that provides for a guaranteed rate of return on investments made pursuant to such contract. (dj ICMA. The International City Management Association. (ej ICMA/RC Trustees. Those Trustees elected by the Public Employers whp, in accordance with the provisions of Section 3.1(a) hereof, are also members of the Board of Directors of ICMA or RG. (f) Investment Adviser. The tnvestment Adviser that enters into a wntract with the Retirement Trust to provide advice with respect to investment of the Trust Property. (g} Emptpyer Trust. A trust created pursuant to an agreement between RC and a Public Employer for the purpose of investing and administering the funds set aside by such employer in connection with its deferred compensation agreements with its emproyees. {h} Portfolios. The Portfolios at investments established by the Investment Adviser to the Retiremen# Trust, under the supervision of the Trustees, for the purpose of providing investments for the Trust Property. (i) Public Employee Trustees. Those Trustees elected by the Public Employers who. in accordance with the provisions of Section 3.1{aj hereof, are full-time employees of Public Empioyers. {jj Public Employer. A unit of state or local government, or any agency or instrumentality thereof, that has adopted a Deferred Compensation Plan and has executed this Declaration of Trust. {k) RC. The International City Management Association Retirement Corporation. (I} Retirement Trust. The Trust Created by this Declaration of Trust. (m} Trust Property. The amounts held in the Retirement Trust on behalf of the Public Employers. The Trust Property shall include any income resulting from the investmentof theamountsso held. (nj Trustees. The Public Employee Trustees and ICMAlRC Trustees elected by the Public Employers to serve as members of the Board of Trustees of the Retirement Trust. ARTICLE II. Creation and Purpose of the Trust; Ownership of Trust Property SECTION 2.1. Creation. The Retirement Trust is created and established by the execution of this Declaration of Trust by the Trustees and the participating Public Employers, SECTION 2.2. Purpose. The purpose of the Retirement Trust is to provide for the commingled investment of funds held by the Public Empioyers kn Connection with their Deferred Compensation Plans. The Trust Property shall be invested in the Portfolios, in Guaranteed investment Contracts and in other investments recommended by the Investment Adviser under the supervision of the Board of Trustees. SEGTION 2.3 Ownership of Trust Property. The Trustees shalE have legal title to the Trust Property. The Public Employers shall be the beneficial owners of the Trust Property. ARTICLE III. Trustees SECTION 3.1. Number and Oualkfication of Trustees. (aj The Board of Trustees shall consist of nine Trustees. Five of the Trustees shall be full-time employees of a Public Emplpyer (the Public Employee Trustees] who are authorized by Such Public Employer to serve as Trustee. The remaining four Trustees shall consist of two persons who, at the time of election to the Board of Trustees, are members of the eaard of Directors of ICMA and two persons who, at the time of election, are members of the Board of Directors of RC (the ICMA/RC Trustees]. One of the Trustees who is a director of kCMA, and one of the Trustees who is a director of RC, shall, at the time of election, be full-time employees of a Public Employer. (b) No person may serve as a Trustee for more than one term in any ten-year period. SECTION 3.2. Election end Term. (a} Except for the Trustees appointed tp fill vacancies pursuant to Section 3.5 hereof, the Trustees shall be elected by a vote of a majority of the Public Employers in accordance with the procedures set forth in the ay-Laws. (bj At the first election of Trustees, three Trustees shalt be elected for a term of three years. three Trustees shall be efaCted for a term of two years and three Trustees shall be elected for a term of one year. At each subsequent election, three Trustees shall be elected for a term of three years and until his or her successor is elected and qualified. SECTION 3.3. Nominations. The Trustees who are full-time employees of Public Employers shalt serve as the Nominating Committee for the Public Employee Trustees. The Nominating Committee shall choose canoidates for Public Employee Trustees in accordance w+th the procedures set forth in the By-Laws. SECTION 3.4 Resignation and Removal. (a) Any Trustee may resign as Trustee {without need for prior or subsequent account+ng) by an instrument in writing s+gned by the Trustee and delivered to the other Trustees and such resignation shall be eftective upon such delivery, or at a later date according to the terms of the instrument. Any of the Trustees may be removed for cause, by a vote of a majority of the Public Employers. {b) Each Public Employee Trustee shall resign his or her position as Trustee within sixty days of the date on which he or she ceases to be a full-time employee of a Public Employer. SECTION 3.5. Vacancies. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation, removal, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee. in the case of a vacancy, the remaining Trustees shall appoint such person as they in theirdiscretion shall see fit (subject to the limitations set forth in this Section), to serve for the unexpi red portion of the term of the Trustee who has resigned or otherwise ceased to be a Trustee. The appointment shall be made by a written instrument signed by a majority of the Trustees. The person appointed must be the same type of Trustee (i.e., Public Employee Trustee ar ICMA/RC Trustee) as the person who has ceased to be a Trustee. An appointment of a Trustee may be made in anticipation of a vacancy to occur at a later date by reason of retirement or resignation, provided that such appointment shall not become etfectiveprior tosuch retirement or resignation. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in this Section 3.5. the Trustees in office, regardlessof theirnumber, shat! have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration. A written instrument certifying the existence of such vacancy signed by a majority of the Trustees shall be conclusive evidence of the existence o(such vacancy. SECTION 3.6. Trustees Serve in Representative Capacity. fay executing this Declaration, each Public Emplvyeragreesthatthe Public Employee Trustees elected by the Public Employers are authorized to act as agents and representatives of the Public Employers collectively. ARTICLE IV. Powers of Trustees SECTION 4.1. General Powers. The Trustees shall have the power to conduct the business of the Trust and to carry on its operations. Such power shall include, but shall not be limited to, the power to: (a) receive the Trust Property from the Public Employers or from a Trustee of any Employer Trust; {b) enter into a contract with an Investment Adviser providing, among other things, for the establishment and operation of the Portfolios, selection of the Guaranteed Investment Contracts in which the Trust Property may be invested, selection of other investments forthe Trust Property and the payment of reasonable fees to the Investmen# Adviser and to any sub-investment advise- retained by She Investment Adviser; {c) review annuahy the performance of the Investment Adviser and approve annually the contract with such Investment Adviser; (d) invest and reinvest the Trust Property in the Portfolios, the Guaranteed Investment Contracts and in any other investment _ recommended by the Investment Adviser, provided that if a Public Employer has directed tha# its monies be invested in specified Portfolios or in a Guaranteed Investment Contract, the Trustees of the Retirement Trust steal! invest such monies in accordance with such directions; , (e) keep such portion of the Trust Property in cash or cash balances as the Trustees, from time to time, may deem to be in the best interest of the Retirement Trust created hereby, without liability for interest thereon; (f) accept and retain for such time as they may deem advisable any securities or other property received or acquired by them as Trustees hereunder, whether pr not such securities or other property would normally be purchased as investments here- under: (g) cause any securities or other property held as part of the Trust Property to be registered in the name of the Retirement Trust or in the name of a nominee, and to hold any investments in bearer form, but the books and records of the Trustees shall at all times show that all such investments are a part of the Trust Property; (h) make, execute. acknowledge, and deliver any and alt documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; (i) vote upon any stack, bonds, or other securities; give general or special proxies or powers of attorney with or without power of substitution; exercise any conversion privileges, subscription rights, or other options. and make any payments incidental thereto; oppose, or consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and delegate discretionary powers, and pay any assessments or charges in connection therewith; and generally exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held as part of the Trust Property; (j) enter into contracts or arrangements for goods or services required in connection with She operation of the Retirement Trust, including, but not limited to, contracts with Custodians and Contracts for the provision of administrative services; (k) borrow or raise money for the purpose of the Retirement Trust in such amount. and upon such terms and conditions, as the Trustees shall deem advisable, provided that the aggregate amount of such borrowings shalt not exceed 309b of the value of the Trust Property. No person lending money to the Trustees shall be bound to see the application of the money lent or to inquire into its validity, expediency or propriety of any such borrowing; (l} incur reasonable expenses as required forthe operation of the Retirement Trust and deduct such expenses from the Trust Property; (m) pay expenses properly allocable to the Trust Property incurred in connection with the Deferred Compensation Plans or the Employer Trusts and deduct such expenses from that portion of the Trust Property beneticialEy owned by the Public Employer to whom such expenses are properly allocable; {n) pay out of trie Trust Property all real and personal property taxes, income taxes and other taxes of any and all kinds which, in the opinion of the Trustees, are properly levied, or assessed under existing or future laws upon, or in respect of, the Trust Property and allocate any such taxes to the appropriate accounts; {o) adopt, amend and repeal the fay-Laws, provided that such ey- Laws are ai all times consistent with the terms of this Declaration of Trust; (p) employ persons to make available interests in the Retirement Trust to employers eligible to maintain a deferred compensation pkan under section 457 of the Internal Revenue Code, as amended; (q) issue the Annual Repprt of the Retirement Trust, and the disclosure documents and other literature used by the Retirement Trust; (r) make loans, including the purchase of debt obligatipns, provided that all such towns shall bear interest at the current market rate; (s) contract for, and delegate any powers granted hereunder to, such officers, agents, employees, auditors and attorneys as the Trustees may select, provided that the Trustees may not delegate the powers set forth in paragraphs (b), (c) and (o) of this Section 4.1 and may not delegate any powers if such delegation would violate their fiduciary duties; {t) provide far the indemnification ofthe otficersand Trustees of the Re#iremenl Trust and purchase fiduciary insurance: (u) maintain books and records, including separate accounts for each Public Employer or Employer Trust and such additional separate accounts as are required under, and consistentwith, the Deferred Compensation Plan of each Public Employer, and Y' (v} do all s, acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the trustees may deem necessary or appropriate to admin ister the Trust Property and to carry out the purposes of the Retirement Trust. SECTION 4.2. Distribution of Trust Property. Distributions of the Trust Property shall be made to, or on behalf af, the Public Employer, in accordance with the terms of the Deferred Compensation Plans or Employer Trusts. The Trustees of the Retirement Trust shall be fully protected in making payments in accordance with the directions of the Public Employers or the Trustees of the Employer Trusts without ascertaining whether such payments are in compliance with the provisions of the Deferred Compensation Plans or the agreements creating the Employer Trusts. SECTION 4.3. Execution of Instruments. The Trustees may unanimously designate any one or more of the Trustees to execute any instrument or document on behalf of all, including but riot limited to the signing or endorsement of any check and the signing of any applications, insurance and other contracts, and the action of such designated Trustee or Trustees shall have thesame force and effect as if taken by all the Trustees. ARTICLE V. Duty of Care and Liability o1 Trustees SECTION 5.1. Duty of Care. In exercising the powers hereinbefore granted to the Trustees, the Trustees shall perform all acts within their authority for the exclusive purpose of providing benefits tar the Public Employers, and shall perform such acts with the care, skill, prudence and diligence in the circumstancesthen prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. SECTION 5.2. Liability. The Trustees shall not be liable for any mistake of judgment or other action taken in good faith, and for any action taken or omitted in reliance in good faith upon the books of account or other records of the Retirement Trust, upon the opinion of counsel, or upon reports made to the Retirement Trust by any of its officers, employees or agents or by the Envestment Adviser or any sub- investment adviser, accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees, officers or employees of the Retirement Trust. The Trustees shall also not be liable for any loss sustained by the Trust Property by reason of any i nvestmeni made in good faith and in accordance with thestandard ofcare setforth in Section 5.t. SECTION 5.3. Bond. No Trustee shall be obligated to give any bond or other security for the performance of any of his or her duties hereunder. ARTICLE VI. Annual Report to Shareholders The Trustees shall annually submit to the Public Employers a written report of the transactions of the Retirement Trust, including financial statements which shall be certified by independent public accountants chosen by the Trustees. ARTICLE Vil. Duration or Amendment of Retirement Trust SECTION 7.1. Withdrawal. A Public Employer may, at any time, with- drawfrom this Retirement Trust by delivering to the Board of Trustees a statement to that effect. The withdrawing Public Employer's beneficial interest in the Retirement Trust shalt be paid out to the Public Employer or to the Trustee of the Employer Trust, as appropriate. SECTION 7.2. Duration. The Retirement Trust shall continue until terminated by the vote of a majority of the Public Employers, each casting ane vote. Upon termination, all of the Trust Property shall be paid out to the Public Employers orthe Trustees of the Employer Trusts, as appropriate. SECTION 7.3. Amendment. The Retirement Trust may be amended by the vote of a majority of the Public Employers, each casting onevote. SECTION 7.4. Procedure. A resolution to terminate or amend the Retirement Trust ar to remove a Trustee shall be submitted to a vote of the Public Employers if: {ay a majority of the Trustees so direct. or (b) a petition requesting a vote, signed by not less than 25°/0 of the Public Employers, is submitted to the Trustees. ARTICLE VIII. lNlscellaneous SEGTION 8.1. Governing Law. Except as otherwise required by state or local law, this Declaration of Trust and the Retirement Trust hereby created shall be construed and regulated by the laws of the District of Columbia. SECTION 8.2. Counterparts. This Declaration may be executed by the Public Employers and Trustees in two or morecounterparts.each of which shall be deemed an original but all of which together shall constitute one and the same instrument. -- _ ~ ( APPfNDfX C TRUST AGREEMENT WITH THE ICMA RETIREMENT CORPORATION AGREEMENT made by and between the Employer named in the attached resolution and the International City Management Association Retirement Corporation {hereinafter the "Trustee" or "Retirement Corporation"}, a nonprofit corporation organized andexisting underthe taws of the State of Delaware, for the purpose of investing and otherwise administering the funds set aside by Employers in connection with deferred compensation plans established under section 457 of She Internal Revenue Code of 1954 (the"Code"). This Agreement shall take effect upon acceptance by the Trustee of its appointment by the Employer to serve as Trustee in accordance herewith as set forth in the attached resolution. WHEREAS, the Employer has established adeferred compensation plan under section 457 of the Code (the "Plan"}; WHEREAS, in order that there wilt be sufficient funds available to discharge the Employer's contractual obligations under the Plan, the Employer desires to set aside periodically amounts equal to the amount of compensation deferred; WHEREAS, the funds set aside. together with any and all assets derived from the investment thereof, are to be exclusively within the dominion, control, and ownership of the Employer, and subject to the Employer's absolute right of withdrawal, no employees having any interest whatsoever therein; i~40W, THEREFORE, this Agreement witnesseth that (a} the Employer will pay monies to the Trustee to be placed in deferred compensation accounts for the Employer, (b) the Trustee covenants that it will hold said sums, and any other funds which it may receive hereunder, in trust #or the uses and purposes and upon the terms and conditions hereinafter stated; and (c) the parties hereto agree as follows: ARTICLE I. General Duties o1 the Parties. Section 1.1. General Duty of the Employer. The Employer shall make regular periodic payments equal to the amounts of its employees' compensation which are deferred in accordance with the terms and conditions of the Plan to the extent that such amounts are to be invested under the Trust. Section 1.2. General Duties of the Trustee. The Trustee shall hold all funds received by ii hereunder, which, together with the income therefrom, shall constitute the Trust Funds. It shall administer the Trust Funds, collect the income thereof, and make payments therefrom, all as hereinafter provided. The Trustee shall also hold all Trust Funds which are transferred to it as successor Trustee try the Employer from existing deferred compensation arrangements with its Employees under plans described in section 457 of the Code. Such Trust Funds shall be subject So all of the terms and provisions of this Agreement. ARTICLE I1. Powers and Duties o1 the Trustee to Investment, Administration, and Disbursement of the Trust Funds. Section 2.1. Investment Powers and Duties of the Trustee. The Trustee shall have the power to invest and reinves# the principal and income of the Trust Funds and keep the Trust Funds invested, without distinction between principa! and income, in securities or in other property, real or personal, wherever situated, including, but not limited to, stocks. common or preferred, bonds, retirement annuity and insurance policies. mortgages, and other andantes of indebtedness or ownership, investment companies, Common or group trust funds, or separate and different types of funds {includmg equity, fixed income) which fulfill requirements Of state and focal governmental laws, provided, however, that the Employer may direct investment by the Trustee among available investment alternatives in such proportions as the Employer authorizes in connection with its deterred compensation agreements with its employees. For these purposes, these Trust Funds may be commingled with Trust Funds set aside by other Employers pursuant to the terms of the ICMA Retirement Trust. Investment powers vested in the Trustee by the Section may be delegated by the Trustee to any bank, insurance or trust company, or any investment advisor, manager ar agent selected by it. Section 2.2. Administrative Powers of the Trustee. The Trustee shall have the power in ils discretion: {a} To purchase, or subscribe for, any securities or other property and to retain the same in trust. (b) To sell, exchange, convey, transfer or otherwise dispose of any securities or other property held by it, by private contract, or at public auction. No person dealing with the Trustee shalt be bound to see the application of the purchase money or to inquire into the validity, expediency, or propriety of any such sale or other disposition. (c) To vote upon any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights, or other options, and to make any payments incidental thereto; to oppose, or to consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities ar other property held as part of the Trust Funds. (dJ To cause any securities or other property held as part of the Trust Funds to be registered in its own name, and to hold any investments in bearer form, but the books and records of the Trustee shall of all times show that all such investments are a part of the Trust Funds. (e) To barrow ar raise money for the purpose of the Trust in such amount, and upon such terms andcondittons,as the Trustee shall deem advisable; and, for any sum so borrowed, to issue its promissory note as Trustee, and to secure the repayment thereof by pledging alt, or any part, of the Trust Funds. No person lending money to the Trustee shall be bound to see the application of She money lent ar to inquire into its validity, expediency or propriety of any such borrowing. (f) To keep Such portion of the Trust Funds in cash or cash balances as the Trustee, from time to time, may deem to be in the best interest of the Trust created hereby, without liability for interest thereon. (g) To accept and retain for such time as it may deem advisable any securities or other property received or acquired by it as Trustee hereunder, whether or not such securities or other property would normally be purchased as investment hereunder. (h) To make, execute, acknowledge, and deliver any and ati documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to Carry out the powers herein g-anted. (i} To settle, compromise, or submit to arbitration any Gaims, debts. or damages due or owing to or from the Trust Funds: to commence or defend suitsor legal oradmmistrativeproceedings: and to represent the Trust Funds in ail suits and legal and administrative proceedings. (j) To do all such acts. take all such proceedings, and exercise ail such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Trust Funds and to carry out the purposes of this Trust. Section 2.3. Distributions from the Trust Funds. The Employer hereby appoints the Trustee as its agent for the purpose of making distributions #rom the Trust Funds. In this regard the terms and conditions set forth in the Plan are to guide and control the Trustee's power. Section 2.4. Valuation of Trust Funds. AS least once a year as of Valuation Dates designated by the Trustee, the Trustee shall determine the value of the Trust Funds. Assets of the Trust Funds shalt be valued at their market values at the close of business on the Valuation pate, or, in the absence of readily ascertainable market values as the Trustee shall determine, in accordance with methods consistently followed and uniformly applied. ARTICLE Ill. For Protection of Trustee. Section 3.1. Evidence pf Action by Employee The Trustee may rely upon any certificate, notice or direction purporting to have been signed on behalf of the Employer which fhe trustee believes tv have been signed by a duly designated official of the Employer. No communication shalt be binding upon any of the Trust Funds or Trustee until they are received by the Trustee. Section 32. Advice of Counsel. The Trustee may consult Witt, any legal counsel with respect to tha construction of this Agreement, its duties hereunder, or any act, which it proposestotake oromit, and shall not be liable for any action taken or omitted in good faith pursuant to such advice. Section 3.3. Miscellaneous. The Trustee shall use ordinary care and reasonable diligence, but shall not be liable for any mistake of judgment or other action to ken in good faith. The Trustee shall not be liable for any loss sustained by the Trust Funds by reasons at any investment made in good faith and in accordance with the provisions at this Agreement. The Trustee's duties and obligations shall be limited to those expressly imposed upon it by this Agreement. ARTICLE IV. Taxes, Expenses and Compenaatfon of Trustee. Section 4,1. Taxes. The Trustee shall deduct from and charge against the Trust Funds any taxes on the Trust Funds or the income thereof or which the Trustee is required to pay with respect to the interest of any person therein. Section 4.2. Expenses. The Trustee shalt deduct from and charge against the Trust Funds ail reasonableexpenses incurred by the Trustee in fhe administration of the Trust Funds, including counsel, agency, investment advisory, and other necessary fees. ARTICLE V. Setllemant of Accounts. The Trustee shat! keep accurate end detailed accounts of alt investments, receipts, disbursements, and other transactions hereunder. Within ninety {90} days after the close of each fiscal year, the Trustee ahalE render in duplicate to the Employer an account of its acts and transactions as Trustee hereunder. If any paR of the Trust Fund shall be invested through the medium of any common. collective or Commingled Trust Funds, the last annual report of such Trust Funds shall be submitted with and incorporated in the account. If within ninety (g0) days after the mailing of the account or any amended account the Employer has not filed with the Trustee notice of any objection to any act or transaction of the Trustee, the account or amended account shall become an account stated. If any objection has been tiled, and ii the Employer is satisfied that it should be withdrawn or ii the account is adjusted to the Employer's satisfaction, the l=mplayer shalt in writing filed with the Trustee signifyappraval of the account and it shall become an account stated. When an account becomes an account stated, such account shall be finally settled, and the Trustee shall be completely discharged and released, as if such accounE had been settled and allowed by a judgment or decree of a court of competent jurisdiction in an action or proceeding in which the Trustee and the Employer were parties. The Trustee shall have the righ! to apply at any time to a court of competent jurisdiction for the judicial settlement of its account. ARTICLE VI. Resignation and Removal of Trustee. Section 6.1. Resignation of Trustee. The Trustee may resign at any time by filing withthe Employer iiswritten resignation. Such resignation shall take effect sixty (60}days from the date of such filing and upon appointment of a successor pursuant to Section 6.3., whichever shall first occur. Section 6.2. Removal of Trustee. The Employer may remove the Trustee at any time by delivering to the Trustee a written notice of its removal and an appointment of a successor pursuant to Section 6.3. Such removal shall not take effect prior to sixty (6D) days from such delivery unless the Trustee agrees to an earlier effective date. Section 6.3. Appointment of Successor Trustee. The appointment of a successor to the Trustee shall take effect upon the delivery to the Trustee of (a) an instrument in writing executed by the Employer appointing such successor, and exonerating such successor from liability for the acts and omissions of its predecessor, and (b) an acceptance in writing, executed by such successor. All of the provisions set forth herein with respect to the Trustee shall relate to each successor with the same force and effect as if such successor had been originally named as Trustee hereunder. If a successor is not appoinIed with sixty (60J days after the Trustee gives notice of its resignation pursuant to Section 6.1., the Trustee may apply to any court of competent jurisdiction for appointment of a successor. Section 6.a, Transfer of Funds to Successor. Upon the resignation or removal of the Trustee and appointment of a successor, and after the final account of the Trustee has been properly settled, the Trustee shalt transfer and deliver any of the Trust Funds involved to such successor. ARTICLE Vli. buration and Revocation of Trust Agreement. Section 7.1. Duration and Revocation. This Trust shall continue for such time as may be necessary to accomplish the purpose for which it was created but may be terminated or revoked at any time by the Employer as it relates to any and/or all related participating Employees. Written notice of such termination or revocation shall be given to She Trustee by the Employer. Upon termination or revocation of the Trust, all of the assets thereof shall return to and revert to the Employer. Termination of this Trust shall not, however, relieve the Emplayerofthe Employer's continuing obligation to pay deferred compensation to Employees in accordance with the terms of the Plan. Section 7.2. Amendment. The Empioyershall have the right to amend this Agreement in whole and in part but only with the Trustee's written consent. Any such amendment shalt become effective upon (a) delivery t4 the Trustee of a written instrument of amendment, and (b} the endorsement by the Trustee vn such instrument at its consent thereto. ARTICLE Vill. Miscellaneous. Section 8.1. Laws of the District of Columbia to Govern. This Agreement and the Trust hereby created shall be construed and regulated by the taws of the District of Colurrtbia. Section t3.2. Successor Employers. The "Employer" shall include any person who succeeds the Employer and who thereby becomes subject to the obligations of the Employer under the Plan. Section 8.3. Withdrawals. The Employer may, at any time, and from time to time, withdraw a portion or alt of Trust Funds created by this Agreement. Section $.a. Gender and Number. The masculine includes the feminine and the Singular includes the plural unless the Context requires another meaning.