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HomeMy WebLinkAbout1974-21 Authorizing the Issuance of General Obligation Refunding Bonds, Series 1974• ~ ~ ~, • t~ ORIGINAL C E R T I F I E D R E C O R D o F proceedings re'_ating to THE TOGJ~`I OF VAIL EAGLE COUNTY, COLORADO and to GE~`1EP.AL OBLIGATION REFiJNDILiG BONDS , SERIES 1974 IN THE PP~INCIPAL AM0U'1T OF $2 , 640 , 000 DATED NOVEMBER 15 , 1974 • ~ • . • STATE OF COLORADO ) COUNTY OF EAGLE ) ss. TOWN OF VAIL ) The Tocm Council of the Town of Vail, Colorado, met in regular session, in full conformity with law and the ordinances and rules of the Tocm, at the Municipal Building, being the regular meeting place of the Council, on Tuesday, the 5th day of November, 1974, at 7:30 o'clock P.M. There were present and answering at roll call: Mayor: John Dobson Councilmen: John F. Donovan Kathleen Klug Joseph Langmaid Josef Staufer Tom Steinberg Albert White Also present: Town Clerk: Rosalie Jeffrey Town Manager: Terrell Minger Town Attorney: Gene A. Smith Absent: Kathleen Klug; Albert White Thereupon there was read and considered the following Ordinance: ~"T ~• ~ • ~ ~ • ORDINANCE NO . 21 Series of 1974 AN ORDINANCE AUTHORIZING THE ISSUAPdCE OF GENERAL OBLIGATION REFUNDI~iG BONDS, SERIES 1974, IN THE PRINCIPAL AMOUNT OF $2,640,000 OF THE TOWi`i OF VAIL, COLORADO, FOP, THE PURPOSE OF REFUNDING $3,000,000 GENERAL OBLIGATION BONDS, SERIES NOVEr1BEP, 1, 1973, DATED NOVEMBER 1, 1973; PRO- VIDING FOR THE ESTABLISHMENT OF AN ESCROW ACCOUNT FOR THE PAYNIE~dT AND REDEMPTION OF THE OUTSTANDING BONDS TO BE REFUNDED; PP~ESCRIBING THE FORhI OF THE 1974 REFUNDING BONDS; PROVIDING FOR THE LEVY OF TAXES AND FOR THE APPLICATION OF CERTAIN SALES TAX REVENUES TO PAY SAID REFUNDING BONDS AND THE INTEREST THEREON; AND PRESCRIBING OTHER DETAILS IN CONPiECTI0r1 THEREG7ITH. WHEREAS, the Town of Vail, in the County of Eagle and State of Colorado, is a political subdivision of the State, a body corporate and politic, and a home-rule Town pursuant to Article XX of the State Constitution as amended, and Chapter 139, Art. 90, C.R.S. 1903, 1971 Supp.; and WHEREAS, the Town of Vail, Colorado, by Ordinance heretofore adopted and approved by the Town Council, has authorized the issuance of its General Obligation Bonds, Series November 1, 1973, dated November 1, 1973, in the amount of $3,000,000 (herein the "1973 Issue"), of which there remain outstanding the full amount thereof, being bonds numbered 1 to 600, inclusive, bearing interest payable semiannually on June 1 and December 1 each year, and matur- ing on December 1 as follows: 2 i ~ , ~ • ~ ~ Bond Numbers Amounts Interest Rate- Years (All I nclusive) Maturing (Per Annum) riaturin~ 1 - 2 $ 10,000 7.00% 1975 3 - 5 15,000 7.00% 1976 6 - 8 15,000 7.00% 1977 9 - 12 20,000 7.00°/A 1978 13 - 35 115,000 7.00% 1979 36 - 58 115,000 7.00% 1980 59 - 84 130,000 7.00°/a 1981 85 - 110 130,000 7.00% 1982 111 - 139 145,000 7.OO;o 1983 140 - 169 150,000 7.00% 1984 170 - 201 160,000 5.50'/0 1985 202 - 234 165,000 5.50% 1986 235 - 270 180,000 5.50% 1987 271 - 308 190,000 5.50% 1988 309 - 349 205,000 5.50% 1989 350 - 392 215,000 5.50% 1990 393 - 437 225,000 5.50% 1991 438 - 486 245,000 5.50% 1992 487 - 540 270,000 5.50% 1993 541 - 600 300,000 5.50% 1994 '~' Coupons attached to bonds numbered 201 to 600, in- clusive, maturing in the years 1985 to 1994, inclu- sive, designated "A". and WHEREAS, in addition to the interest rates set forth above, bonds numbered 201 to 600, inclusive, maturing in the years 1985 to 1994, inclusive, bear additional interest at the rate of 2.75% per annum, evidenced by supplemental inter- est coupons designated "B", for the period from December 1, 1973 to December 1, 1977, payable December 1, 1974 and semi- annually thereafter on June 1 and December 1 each year; and WHEREAS, bonds of this issue maturing in the years 1984 to 1990, inclusive, are redeemable at the option of the Town Council on August 15, 1984, and on interest payment dates thereafter, in inverse numerical order, upon payment of par, accrued interest and a premium of 1/2% of principal. Bonds of this issue maturing in the years 1991 and thereafter are redeemable at the option of the Town Council on August 15, 1984, and on interest payment dates thereafter, in inverse numerical order, upon payment of par and accrued interest only; and 3 ~~ ~~) • ~~ • ~- • WHEREAS, the Town Council has determined that it is ne- cessary and in the best interests of the Town. that the out- standing General Obligation Bonds described above, in the aggregate principal amount of $3,000,000 remaining outstand- ing, be refunded in order to reduce rates and interest costs and to effect other economies, thereby providing the Town with a decrease in total debt requirements, all to the benefit of the Town and its inhabitants, in accordance with the Charter; BE IT ORDAINED BY THE TOWN COUNCT_L OF THE TOWN OF VAIL, COLORADO: Section 1. That for the purpose of providing funds with which to refund and pay $3,000,000 of its 1973 Issue, above described, including the prior redemption premium, the Town of Vail, Colorado shall issue its General Obligation Refunding Bonds, Series 1974, in the principal amount of $2,640,000. Said Refunding Bonds shall be dated November 15, 1974; shall consist of 528 bonds in the denomination of $5,000 each, numbered 1 t~_~ 528, inclusive; cai11 bear inter- est at the rate of 7.25% per annum, payable on June 1, 1975 and semiannually thereafter on the 1st day of June and the 1st day of December each year, and shall mature serially on June 1, as follows: Amount Maturity $ 10,000 1975 20,000 1976 and 1977 15,000 1978 65,000 1979 and 1980 75,000 1981 and 1982 85,000 1983 100,000 1984 145,000 1985 155,000 1986 170,000 1987 185,000 1988 205,000 1989 220,000 1990 230,000 1991 250,000 1992 270,000 1993 280,000 1994 4 • The 1974 Refunding Bonds maturing in the years 1975 to 1985, inclusive, shall not be redeemable prior to their respective maturity dates. Bonds maturing in the years 198b to 1994, inclusive, shall be redeemable at the option of the Town on June 1, 1985 and on any interest payment date there- after in inverse numerical order, upon payment of par, ac- crued interest and a premium of 2°; of principal for those bonds maturing in the years 1986 to 1990, inclusive, and upon payment of par and accrued interest for those bonds maturing in the years 1991 to 1994, inclusive. IQotice of prior redemption of the 1974 Refunding Bonds shall be given by publication once in legal newspapers pub- lished in Vail, Colorado, and in Denver, Colorado, not less than thirty (30) days prior to the redemption date, and by mailing copies of the Notice of Redemption by first class United States mail, postage prepaid, to the original purchas- er or to its successor, and to the paying agent of said Re- funding Bonds. The Notice shall specify the place and date of redemption, the amount and numbers of the bonds called, and that from and after such date interest on all bonds called for redemption shall cease. The 1974 Refunding Bonds and the interest coupons at- tacked thereto shall be payable in lawful money of the United States of America, at The Central Bank and Trust Company, Denver, Colorado. The 1974 Refunding Bonds shall be signed with the fac- simile signature of the Mayor of the Council, with a facsi- mile of the seal of the Town affixed thereto, attested by the manual signature of the Town Clerk. The interest cou- pons attached to said bonds shall bear the facsimile signa- ture of the Mayor of the Town, and when issued as aforesaid as part of said bonds, shall be the binding obligations of the Town according to their import. Should any officer whose manual or facsimile signature appears on said bonds S • ~ • . • or the interest coupons attached thereto cease to be such officer before delivery of the bonds to the purchaser, such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes. Section 2. That the P.efunding Bonds and the interest cou- pons attached thereto shall b~e in substantially the following form: 6 • ~ • • • (Form of Bond) STATE OF COLOP,ADO UNITED STATES OF AMERICA COUNTY OF EAGLE TOWN OF VAIL GENERAL OBLIGATIOid REFUNDING BOND, SERIES 1974 No. $5,000 The Town. of Vail, in the County of Eagle and State of Colorado (herein the "Town"), hereby acknowledges itself in- debted and promises to pay to the bearer hereof the sum of FIVE THOUSAND DOLIu'~RS on the 1st day of June, 19 with interest thereon at the rate of seven and twenty-five hundredths per centum (7.25%) per annum, payable on June 1, 1975 and semiannually thereafter on the 1st day of June and the 1st day of December each year, at The Central Bank and Trust Company, Denver, Colorado, upon presentation and surrender of said coupons and this bond as they severally become due. Bonds of this issue rmaturing in the years 1986 to 1994, inclusive, are redeemable at the option of the Town on June 1, 1985 and on any interest payment date thereafter, in inverse numerical order, upon payment of par, accrued interest and a premium of 2~/0 of principal for those bonds maturing in the years 1986 to 1990, inclusive, and upon payment of par and accrued interest for those bonds maturing in the years 1991 to 1994, inclusive. This bond is issued by the ToTan Council of the Town of Vail, Colorado, for the purpose of providing funds with which to refund General Obligation Bonds, Series November 1, 1973, of the Town, under the authority of and in full con~ormity with the Constitution of the State of Colorado and the Charter o:E said To~,m, and pursuant to an ordizianc? du 7.y adopted, published and made a law of said To~,m prior to the issuance of this bond. ~5 ~{` • . • . • It is hereby certified and recited that all the require- menu of lava have been duly complied with by the proper offi- cers of the Town in the issuance of this bond; that the total debt of the Town, including that of this bond, does not ex- ceed any limit of indebtedness prescribed by the Constitution or laws of the State of Colorado or the Charter of the Town; and that provision has been made nor the levy and collection of annu<~1 taxes on all of the taxable property in the Town and the application of certain sales tax revenues of the Town suf- ficient to pay the interest on and the principal of this bond when the same become due. The full faith and credit of the Town of Vail, Colorado are hereby pledged for the punctual payment of the principal of and interest on this bond. IN TESTIMONY LJHEREOF, the To:~-n Council of the Town of Vail, Colorado has caused this bond to be signed with the facsimile signature of the Mayor, sealed with a facsimile of the seal of the Town, attested by the manual signature of the Town Clerk, and the interest coupons attached hereto to be signed with the facsimile signature of the Mayor, as of the 15th day of November, 1974. (FACSIMILE SEAL) ATTEST: (Do Not Sign) City Clerk S (Facsimile Signature) Mayor ~: (Form of Interest Coupon) No. June On the 1st day of December, 19 unless the bond to which this coupon is attached, if redeemable, has been call~3 for prior redemption, the Town of Vail, in the County of Eagle, State of Colorado, will pay to the bearer the amount shown hereon in lawful money of the United States of America, at The Central Bank and Trust Company, Denver, Colorado, be- ing interst then due on its General Obligation Refunding Bond, Series 1974, dated November 15, 1974, bearing No. (Facsimile Signature) Mayor ~~'` ' ~ • Section 3. Said bonds, when executed as provided by lava, shall be delivered to the purchaser thereof, Boettcher and Company, of Denver, Colorado, upon payment to the Town in accordance with the contract of aurchase for the bonds be- tween the Tocan and Boettcher and Company. The proceeds of the Refunding Bonds shall be used only for the purpose stated therein and for paying the costs and expenses incurred inci- dental to the issuance of said bonds and for no other purpose whatever. Neither the purchaser of said bonds nor the subse- quent holder of any of them shall be responsible for the appli- cation or disposal by the Town or any of its officers of any of the funds derived from the sale thereof. Section 4. The interest and principal to become due on said Refunding Bonds in 1975 shall be advanced from any reve- nues or funds of the Town lawfully available therefor. For the purpose of reimbursing any such advance and also for the pur- pose of paying the interest on and principal of said Refunding Bonds as the same become due and payable respectively, the Town Council of the Town of Vail shall annually fix and certify a rate of levy for ad. valorem taxes to the Board of County Commissioners of Eagle County, Colorado, which taxes, in addi- tion to all other taxes, when levied on all o_f the taxable property in the Town, in each of the years 1975 to 1993, inclu- sive, will raise ad valorem tax revenues sufficient to make such reimbursement and to meet and pay such bond principal and interest payments promptly as the same become due. Said taxes when collected shall be applied solely for the payment of the interest and principal of said Refunding Bonds, respectively, until the bonds, both. principal and in- terest, shall be fully paid, satisfied and discharged; provid- ed, however, that nothing herein contained shall be so con- strued as to prevent the Tocm from committing and applyinb any other funds or revenues that may now or hereafter be in the treasury of the Toti~m and legally available for t'ne purpose of 10 L~~ ~ . • ~ • payrnent of the interest on or principal of said bonds, and upon the application of any other such funds or revenues as aforesaid, the levy or levies for ad valorem taxes herein pro- vided may thereupon be diminished to the extent the require- ments for such bond and interest payments for the particular year are thereby diminished. Section 5. Notwithstanding the foregoing provisions for ad valorem tax levies, the To~~m hereby further covenants and agrees that so long as the General Obligation Refunding Bonds, Series 1974, provided for herein, remain outstanding and un- paid, it will levy, administer, enforce and collect the sales tax authorized by Town. of Vail Ordinance No. 11 (Series of 1973) to the extent of an amount not to be less than 2% of gross receipts derived from the sale of tangible personal property and the furnishing of services now or hereafter sub- ject to said sales tax, and that all the sales tax -revenue de- rived from said 2% of said gross receipts shall be and hereby is irrevocably and solely pledged and set aside to pay the in- terest on and the principal o:E the subject General Obligation Refunding Bonds, Series 1974, herein authorized, as the same become due and payable from year to year; provided: A. The said pledged salts tax revenues may also be pledged and used for the payment of the debt service on any other or additional general obligation bonds of the Town. of Vail which may be issued from time to time, provided such other or additional general obligation bonds shall be on a parity with or subordinate to {but not prior or superior to) the General Obligation Refunding Bonds, Series 1974, with re- spect to the sales tax .revenues herein pledged; and B. To the extent that the debt service on all of the Town of_ Vai1 general obligation bonds wl~ich may be issued from time to time (incl_uding but not limited to the F<efunding Bonds au- thorized herein) and which are payable in whole or i,n part from the subject pledged sales tax reveLl>>as, is fully provided for .,---~ r, 1.1 `~~; ~~ • . • . • in any fiscal year by tax revenues and other moneys legally available therefor, then the Tow-r~ is authorized to use any ' revenues remaining from the subject pledged sales tax revenues for other purposes (but only after all of the debt service on said general obligation bonds, which are so payable from said pledged sales tax revenues has been fully provided for in said fiscal year), including, but not limited to, payment of spe- cial non-general obligation bonds, j~hich special non-general obligation bonds, in a_iy event, however, shall not be on a parity with and shall be subordinate and inferior to the Gener- al Obligation Refunding Bonds, Series 1974, with respect to the sales tax revenues herein pledged. So long as the General Obligation Refunding Bonds, Series 1974, remain outstanding and unpaid, the To~,m of Vail shall not repeal its Ordinance No. 11 (Series of 1973) and the Town shall not amend said Ordinance in a manner which, taking into account other revenue of the Town which is legally dedicated and available to pay the principal and interest payments on said bonds, would diminish the revenue security for said bonds. Nothing in this Ordinance s'na11 be construed in such man- ner as to prevent the issuance by the Town of Vail of addition- al bonds of any nature, provided said additional bonds are is- sued in a manner consistent with the provisions and limitations stated herein with respect to the sales tax revenues herein pledged. Section 6. The sums hereinbefore provided to meet the in- terest on said Refunding Bonds and to discharge the principal thereof, when due, are hereby applied for that purpose, and said amounts for each year shall be included in the annual budget and the appropriation ordinance or measures to be adopt- ed and passed by the Town Council of the To~+m in each year, re- spectively, while any of the Refunding Bonds herein authorized, either as to principal or interest, are outstanding and unpaid. No provisions of any coast=itution, statute, charter, ordinan.c~, 12 • ~ • ~ • resolution, or other order or measure enacted after the issu- ance of the Refunding Bonds herein authorized shall in any manner be construed as limiting or irnpai-ring the obligation o_f the Town to levy ad valorem taxes, without limitation of rate or amount, or as limitirra or impairing the obligation of the Town to levy, administer, enforce and collect the sales tax as provided herein, for the payment of the principal of and interest on the Refunding Bonds herein authorized. It shall be the duty of t'ne Tom Council annually, at the time and in the manner provided by law for levying other taxes, if such action shall be necessary to effectuate the pro- visions of this Ordinance, to ratify and carry out the provi- sions hereof with reference to the levy and collection of the ad valorem and sales taxes herein specified, and that said Council shall require the officers of and for the said Totim to levy, extend and collect said taxes in the manner provided by law for the purpose of providing for the payment of the principal of the Refunding Bonds aut'orized herein and the in- terest accruing thereon promptly as the same, respectively, become due. Said taxes, when collected, shall be kept for and applied only to the payment of the interest and principal of said bonds as hereinbefore specified. Section 7. The proceeds derived from the sale of the Re- funding Bonds authorized herein, in arr amount not less than $2,640,000, together with the accrued interest on the bonds being refunded, shall be de- posited with The Central Banl: and Trust Company, Denver, Colo- rado (hereinafter the "Bank"), in a separate fund and escrow account hereby created and known ~~s "Town of Vail General Ob]_i- gation Bonds, Series November 1., 1973 Escrow Account", herein des:~.gnated as the "Refunding Escrow Account" or °'Escrow Ac- count", which account sha]_1 b~~ at all times sufficient, to- gethe-r with. any interest to be de-ri.ved from the investment and any temporary rei.nvestr:,L-1t of the. deposits, or any part thereof, 1:3 ~.~ • ~ • ~ • ~in direct obligations of or obligations buarante~d by the United States of America, to pay the pri_~c~.pal of, interest on and prior redemption premium on the outstanding issl1e to be ret:i.red, at the respective maturities thereof, as follo~cs: Al1_ bonds of the 1973 Issue, being bonds n.urnbered 1 to 600, inclusive,. shall be paid and retired at their respective ma- turity dates, at the First National Bank in Boulder, Boulder, Colorado, according to their original terms. • ~ • Section 8. The Bank sha11 invest the funds on deposit in the Refunding Escrow Account in direct obligations o f or obli- gations guara nteed by the United Mates of America, and sha11 fu11y secure any cash balance in said a ccount in the manner re: quired by law for oth er trust funds. Section 9. If for any reason, at any time, the funds on :and in such Refunding Escrow Account shall be insufficient to meet the payments required as the sa~-ne sha11 be about to become due and payable, the Town Council of the Town shall forthwith deposit in such Refunding ESCrOw Account such additional funds as may be required fully to meet the amount ~o about to become due and payable. Section 10. The Bank shall from time to time redeem all or a portion of the obligations in said Refunding Escrow Ac- count, in sufficient amounts so that the proceeds therefrom and the interest thereon as the same accrues will be sufficient to meet the interest requirements on the outstanding Issue as such interest accrues, and to pay said bonds at their respective maturities, as hereinabove set forth. Section 11. The Town officers shall, and they are hereby authorized and directed to take all necessary or appropriate action tocaard the execution of a proper Escrow Agreement with the Bank concerning the deposits in, investments of and dis- bursements from said Refunding Escrow Account, and such other agreements as may be necessary or desirable to effectuate the provisions of this Ordinance and comply with the requirements of law. Section 12. The Totim covenants and agrees that it will make no use of the proceeds of the bands authorized herein which might cause such obligations to be arbitrage bonds within the meaning of Section 103(d) of the Internal Revenue Code of 1954, as amended, and the Regulations proposed and in effect thereunder. Section 13. 'T'hat if any one or more sectic-,ns or parts of this Ordinance shal_1 be ad,jud~ed unenforceable or invalid, such 15 ~ ~ « judgment shall not ar.fect, i~upair or invalidate the remaining provisions of this Ordinance, it being the intention that the various provisions hereof are severable. Section 14. Ail ordinances or parts thereof ir._ conflict with this Ordinance are hereby repealed. Section 15. After said Kefunding Bonds are issued, this Ordinance shall be and remain irrepealable until said bonds and the interest thereon shall have been fully paid, satisfied and discharged. Section 16. This Ordinance, after its final passage, shall be recorded in a book kept for that purpose, shall be authenti- cated by the signatures of the Mayor and the To~~m Clerk, shall be published as provided in the Charter of the Town, and shall take effect five (S) days after publication following final passage. Section 17. A public hearing on this Ordinance will be held at the rlunicipal Building in Vail Colorado o ridgy, the 15th ~~~~'<'; day of November, 1974, at the hour of y ~~~ o clock -~1. , and no- tice of such hearing is authorized to be given by publication once in the edition of The Vail Trail dated November 8, 1974. INTRODUCED AND READ This 5th day of November, 7.9 4. ( S E A L ) AT'.~'%S 1: Town Clerk (To appear. in final publication only:) FTNALLY ADOPTED AND APPROVED "This 15th day of ~lovember, 1974. /' ~/,~6 ~'/~~~~~" ~T ( S E A L ) NJ~;r r ~''~ '' ATTES'?' ~, .. `ice Toc,Tn ~ierk. ~--' Pep Y ~ ,~. ~ ~ ~ ~ « ~ It was thereupon moved by Councilman Staufer and seconded by Councilman Donovan that the fore- going Ordinance, read in f~.~.]_1 at this meeting as aforesaid, be passed on first reading and be published in full in The Vail Trail in the issue dated November 8, 1974, and that said Or- dinance be considered on final reading at a special meeting of the Town Council to be held in the I~iunicipal Building, Vail, Co},~;rado, or_i , the 15th day of November, 197!+, at ~~ ..-, c~li ~ the hour of ~ o c ock -~ The question being upon the adoption of said motion, the roll was called with the following result: Those voting AYE: Mayor: John Dobson Councilmen: John V. Donovan ~~~~~~~X~$~~ Joseph Langmaid Josef Staufer Those voting NAY: Tom Steinberg None Five (5) members of the Town. Council having voted in .favor of said motion, the presiding officer thereupon declared the motion carried. Thereupon, the Mayor instructed the Town Clerk to call a special meeting of the Council on Friday, November 15, 1974, at the Municipal Funding in Vail, Colorado, and give notice thereof in accordance with Section 4.2 of the Charter of the Town. The Mayor stated that this instruction shall be con- sidered a written request +_-.o the To~,~-n Clerk to call said special meeting in accordance with Section 4.2 of the Char- ter. ~ ., • . • . • Thereupon, after consideration of other matters, the rneeting was adjourned. i~~ ( S E A L ) ~1 ATTEST: Town. C1.er~: D/~/ l~ ~~ • . • , • STATE OF COLORADO ) COUNTY OF EAGLE ) ss. TO?,lN OF VAIL )) I, Rosalie Jeffrey, Town Clerk of Vail, Colorado, do hereby certify that the foregoing pages numbered 1 to 19, in- elusive, contain a true and correct copy of the proceedings taken by the Town Council of the To~Jn at a regular meeting thereof held on Tuesday, the 5th day of November, 1974, so far as said proceedings relate to an Ordinance authorizing the issuance of General Obligation Refunding Bonds of the Town in the principal amount of $2,640,000, which was intro- duced and passed on first reading, a true and correct copy of which is set forth in full in the proceedings of the Council; that the original Ordinance has been duly authenticated by the signatures of the Mayor and myself, as Town Clerk of said Town, sealed with the seal of the Town and recorded in the book kept for that purpose in my office, which record has been duly signed by the said officers and sealed with the seal of the Town. IN WITNESS WHEREOF, I have hereunto set my hand and af- fixed the seal of the Town, this 5th day of November, 1974. ~ 5 E A L ) To~~m Clerk ~~' `~ ~f ~ ~ ~ ~ • ~ •. (Insert Affidavit of First Publication of Ordinance PIo. 21 ,) ~~ 21 U'" • ~ • ~ • ORIGINAL NOTICE OF SPECIAL P~IEETING TO MEMBERS OF THE TOti•1N COUNCIL Or TrIE TO~;IN OF VAIL, COUNTY OF F.AGLE, STATE OF COLORADO: NOTICE IS HEREBY GIVEN that a special meeting of the Town Council of the Town of Vail, Colorado will be held at the Municipal Building in the Town of Vail at 8:00 o'clock A.M. on Friday, the 15th day of November, 1974, for the purpose of holding a public hearing on, and considering on final reading an ordinance authorizing the issuance of General Obligation Refunding Bonds, Series 1974, of the Town of Vail, and for the transaction of such other business incidental to the foregoirg as may come before said meeting. ~ ~ ~ ~ ~. M T ~t---:~ " To:an Clerk De uty ACKNOIJLEDGMENT OF NOTICE AND COi1Si~NT TO S?'ECIAL MEETIrdG We, the undersigned members of the Town Council of the Town of Vail, do hereby aclcnoti,~ledge receipt of the foregoing notice of a special meeting, and we hereby waive any and all irregularities, if any, in such notice and in the manner of service thereof upon us, and consent and agree to the hold- ing of such special meeting at the time and p1_ace spc,cified in said notice, and to the transaction of any and all busi- ness which may come before such meeting. ;~~, J /~ ~~ ~a~zFe~ y~.,~y- Town. Council '~Cown of Vail, Eagle County, Colorado 23 • . • . • STATE OF COLOILADO ) COUNTX OF EAGLE ) ss. TOWN OF VAIL ) The Town Council of the To~,m of Vail, Colorado, met in special session, in full conformity with Ia:a and the ordi- nances and rules of the Town, at the Municipal Building, being the regular meeting place of the Council, on Friday, the 15th day of November, 1974, at 8:00 o'clock A.T~z. There were present and answering at roll call: Mayor: Councilmen: Also present: John Dobson John F. Donovan Kathleen Klug Joseph Lanomaid Josef Staufer Tom Steinberg Albert White Town Clerk: Fosalie Jeffrey ~Q __o) Deputy Town Clerk Town Manager: Gene A. Terrell Smith Minger Town Attorney: Gene A. Smith Absent: John F. Donovan; Albert White; Rosalie Jeffrey Thereupon the Clerk announced that Ordinance No. 21 , authorizing the issuance of General Obligation Refundirit, Bonds, Series 1974, of the ToTsn of Vail in the principal amount of $2,640,000, dated November 15, 1974, and providin for the payment of said bonds and interest thereon, intro- duced and read for th? first time in _fu11 at the regular meeting of the Col.ineil held on the 5th clay of November, 197~F, had, as or.ciered by the Council, been published in full i.n The Vail Trai_1, a ne;~~spaper of general circulation pub- lished in the Totim o_F Vail, in ics issue of Tlovc~mber 8, 1974, and that publichcr.'s affidavit of said publication of said Ordinance is no,.,~ on file :in the office of t~?-~e Tom 24 • • • . • C1.erk. The Clerk also announced that a public hearing was held on said Ordinance, a.f_ter_ published not=ice thereof, and that all interested persons present were heard. Thereupon, it was moved by Councilman fita„fPr and seconded by Councilman ~tain~~o~ _ that the same be now placed on its final passage, and that all rules of the Council which might prevent, unless suspended, the final passage and adoption of said Ordinance at this meeting be and the same are hereby suspended. The question being upon the adoption of such motion and the suspension of the rules, the roll was called with the. following result: Those voting AYF: Mayor: John Dobson Councilmen: ~~ .~~X~~X~kXk~~~X '`~~ Kathleen K1ug Joseph Langmaid Josef Staufer Tom Steinberg ~~~~~~ Those voting; NAY: None Five (5)members of the Town Council having voted in favor of said motion, the presiding officer thereupon de- dared the manor. carried, and the said Ordinance No. 21 duly passed avid adopted. On motion duly adopted, iC ~;~as ordered that said Ordi- nance No. 21 be finally published in The Vail Trail, the off-icial newspaper of the To:~rn, in its issue dated No- vernber 22, 1974, and be recorded according to la7a. 25 ~ ` ~ ~ ~ After talon, up other business to come before the Counci_1, the m~.ting was thereupon adjourned . ~_ /. i e' ~ ~ 's,; lit ( S E A L ) ~ or_ ATTEST ---` To~~rn clerk ~ De uty 2 C~ ~5 • ~ • ~ t STr'~TE OF COLOR.~DO COUNTY OF EAGLE ) ss. TOti,TN OF VEIL ) ~~' Crane A . Smith eputy I , ~~,~~.~~~~~~~~.~~ :,m Clerk of Vail , Colorado , do hereby certify that the fore goi.n~; pages numbered 24 to 26, inclusive, contaixi a true and correct copy of the proceed- ings taken by the Town Council of the Toran at a special meeting thereof held on Friday, the 15th day of_ November, 1974, so far as said proceedings relate to the final passage and adoption of Ordinance No. 21 that said original Ordinance has been duly authenticated by the signatures of the :Mayor and myself, as Town Clerk of said Town, sealed • with the seal of the To~,m and recorded in the book kept for that purpose in my office, which record has been duly signed by the said officers and sealed ~•~ith the seal of the Tocm; a.nd that said Ordinance P1o. 21 tivas, on the 15th day of. November, 1974, finally published in fu11. in rhhe Vail Trail, a newspaper of general circulation published irn sa.icl To~.~n, the same being the official newspaper of said Town. II ~~IITNESS WHEREOI', I hive hereunto set my hand and the official seal of said Town of Vail, Colorado this 15th day of November 1974. i C-~ ( S E A L ) To:an Clerk , De uty ~' 27 • , • ~ ~ (Att~~c~~ Af:Eida~Tit of Find. Pt~blicat~,iori of Orcli._~:irice l~;o. 21 .) 2~ • ~ • . • STATE OF COLORADO ) COUN1:'Y OF EAGLE ) ss . GEJ;ERAL AND NO-LITIt=ATION TOWC1 OF VAIL ) CERTIFICATE The undersigned, each for himself and not one for another, being first duly sworn on oath, depose and say: 1. That they are, respectively, the duly elected or Deputy appointed, qualified and acting 2~iayor an Drown Clerk of the Town o.f Vai1, Colorado. 2. That the Town of Vail is organized and is operating under the provisions of the Constit~ition of the State of Colorado and a Town Charter, said Charter having been adopt- ed on September 1`L, 1972, and that the validity of such Charter or the incorporation of Vail as a Tom has never been contested. 3. That for the period from the 5th day of November, 1974, to and including the date of this affidavit, the fol- lowing have been and now are the duly elected or appointed and acting members of the Tom Council and officers of said Town: Mayor: Councilmen: John Dobson John F. Donovan Kathleen Klug Joseph Langmaid Josef Staufer Tom Steinberg Albert tJhite Town Clerh: Rosalie Jeffrey Deputy Town Clerk Gene A. Smith To~~m Manager : Terrell P~Zinger ~~ Town Attorney Gene A. Smith f d That there is no litigation ar as ing, an so pen is knocm to the undersigned, no t'nreatc~ned liti.~;ation with reference to the incor.poraLion of th.e Town, the rights of the officers to hold thoi.r_ respective positions, or to the issuancE~ ~?r General Obligation Refunding Bond: Series 1974, 29 ~3 • . • ~ • of. thc~ Town, in the principal amount of $2,640,000; and that nothing exists to hinder or prevent the issuance of said bonds in said amount. 5. That the assessed valuation of_ the taxable property w.ith_n thE~ Town of Vail, Colorado, bein; the assessed vale-- anon i:or the year 1.9 i ~~, is $_~ ~4q R70 _ ~~ _ 6. That the manual sign:~tuYe oL Joltn Dobson, Mayor of Vail, Colorado, together with an impression of the official seal of the Town, have heretofore been filed in the office of the Secretary of State, State of Colorado, pursuant to and in accordance with 125-6-1, C.R.S. 1963, as amended. IN WITNESS ~JHEREOF, We have hereunto set our hands and the official seal of the Town of Vail, Colorado, this 15th day Of -~~~~PmhPr 1974. ( S E A L r Z- o r 1'o.an l~ rk Dep ty V Subscribed and separately sworn to before me this _ day of November 1974. Poly commission es~pires (~OT.~I?y SEAL) 27t1i day of June, 1978 N ~aG~l c Y ~3 ~ a Vail SIGNATURE CER'.rIFICE"ATE • • • ~ Tile t.ndersigned, Stanley F. Bernstein of Colorado, hereby certifies that he is personally acquainted with John Dobson, Mayor, and T?.osalie Jeffrey, To~,rn C1erl-:., both of the Town of Vail, Colorado; that he knows the above-mentioned officers were the Mayor and Town C~1crk, respectively, of said Town. on tTxe date of the execution and delivery of that certain series of bonds issued by the Town in the aggregate amoxznt of $2,640,000, designated "General Obligation Refunding Bonds, Series 1974", bearing date the 15th day o:E 2dovember, 1974, consisting of 52.8 bonds in the denomination of $5,000 each, numbered 1 to 528, inclusive; that he is acquainted with the signatures of said officers and knows that the manual and facsimile signatures appearing upon said bonds and interest coupons are the manual and facsimile signatures of such officers, respective7_y; and that said officers have to this Certificate subscri_'r~e~ their manual signatures as folloc~s ~~ ~~ ~_ ~~.~~ To:,m~C erk Dep ty ~-~ SIGNED ADTD CERTIFIED This day of 1974. Vail Colorado 31 "'' ~ ~ r . • ) DF?L,I`,'I?RY CI?'TIFTt.;ATI: T1ie un.ler,;i~~ned, To~,r~ t`{an~t~r of the To,;n of Vail, Colo~_~a~~~.o, h~'r~-''~y ce--- _.T.fic~' tY?'+.-- C:E~n:?~"'a-1 Oblz.gatlc~n KeE~-znlli..:2h Bonds, Series 1974, of the To;,r. of jJail, dated November 15, 1974, in the principal amount of $2,640,000, in the denomi- nation of $5,000 each, numbered 1 to 528, inclusive, were deliver°ed to the purchaser thereof, receiving therefor the agreed purchase price, as follows: Pr1_ncipal Ar~iount-------------------- $2 , 640, 000.00 Accrued Interest from 1`Tovember 15, 197j~-------------------------------- Premium----------------------------- Total_ Keceived------------------ $ I1`I WITNL'SS WHF.KEOr , I have hereunto set my hand and the r n : i ~ r. ~ : 1 T ~r.-rn i-- }-. i o rl -> J~ n -F ~sEaL) 174 ~~ ,, ., .~ i STATE OF COLORADO ) COUNTY OF EAGLE ) ss TOWN OF VAIL ) • CE~;TI?ICATE AS TO ARBITP,AGE I, Terrell Minger, Town Manager of the Tolan of Vail, Eagle County, Colorado (the "To;~r.") , HEREI~Y CERTIFY with respect to the Tom's $2,b40,000 General Obligation Refund- ing Bonds, Series 1974, dated November 15, 1974 (the "Bonds") being issued this day, that on the basis of the facts, esti- mates and circumstances in existence on the date hereof, I do not expect that the proceeds of the Bonds ~~~ill be used in a manner that would cause such Bonds to be "arbitrage bands" within the meaning of Section 103(d) of the Internal Revenue Code o:E 1954 (the "Code"), as amended, Temporary Treasury Regulations Section 13.4 and Proposed Treasury Regulations Sections 1.103-13 and 1.103-14. Such facts, estimates and circumstances are as follows: 1. Except as stated in paragraph 4 herein beloc,7, all of the net proceeds of sale of the Bonds wi11 be used to purchase a portfolio of obligations (the "Acquired Obli- gations"). 2. The yield on the Acquired Obligations will not ex- ceed the yield on the Bonds, as shown in the schedules at- tacked hereto. 3. The Town has covenanted in i_ts Bond Ordinance, finally adopted and approved November 15, 1974 (the "Ordi- nance"), not to use the proceeds of the Bonds so as to cause them to be arbitrage bonds ti,~ithin the meaning of Section 103(d) of the Code and the Regulations in effect and pro- posed thereunder. 4. The amount of the Bond proceeds used to acquire obligations which will produce ayield materially higher than the yield on the Bonds is less than a major portion 33 ~ '~ • • of the proceeds ae cie:Ci_ned in Proposed T~~easury P.egulation Section 1.103-13 (b) (1_) (ii_) , as shown in the sches~_ile at- Cached hereto. 5. The ToT~m has provided in the Agreement ~~~ith the Refunding Agent, The Central Bank and Trust Company, Denver, Colorado, that the proceeds shall be reinvested after the maturity date of the obligations purchased 4•Tith said pro- ceeds only if such reinvestment will not cause the Bonds to be arbitrage bonds within the rmeanin of Section 103 (d) of the Code and the Regulations in effect and proposed there- under. 6. The proceeds invested as provided in paragraphs 4 and 5 herei_nabove wi11 not be invested at a yield in excess of the yield which could be obtained for such obliati.ons if purchased on the open market, as shown in the letter from Boettcher and Company to Gli_11iam A. Madison of Mudge Rose Guthrie & Alexander, dated hereto. 197+, attached 7 . The premium r_ ecei_ved by the To,,m on the P~efunding Bonds will be deposited into the Refunding Bond and Interest Fund. 8. The Town has not received notice that its Certifi- cate may not be relied upon with respect to its own issues, nor has it been advised that any such adverse action by the Commissioner of Internal Revenue is contemplated. 9. The terms used herein wi11 have the same meaning given to such terms in ti.e Ordinance. To the best of m;r knoi,~ledge and belief, there axe no other facts, estimates and circumstances which would ma- terially change the expectations herein expressed. IN WITNESS WHEREOF, I have heraunto set my hand this day of 1974. 34 ~Y • ,• ~~~~'1 L+- i Denvar Hoiild~:r ~ rho Broadmoor „ ~~~~~~e~ ~ +~om i~n Gnerry Gr._e-, ~ y Co;oradn Sprin„ ~,,,~~ Investment ~anrCerS Since 1910 G'17jFl:'/OOd Fort comas brand Junction 8^3 Seventeenth Street Grealay ~„~y,~ P.O FUx Fid i,!a:nt!, x'. Viil-~ L'alia ~i:~...ar, Colorado 80201 r`te.. ;-k ", . . , _ i;, , ~ n r,,sPer . ; .'92-1010 Ain ~,~ .~ ~ , , Ir. r. I r.~~::,, _. n~~~^ ,,,. Ch~•:aao N,evrTurk October 31, 1974 Honorable Mayor Town of Vail Vail, Colorado Gentlemen: and City Council As of November 20, 1974, the Town of Vail will have outstanding $3,000,000 par value of general obligation bonds, the composition of which is described in greater detail on Schedule No. 1 of the accompany- ing "Proposals for Refunding", which can be refunded at this time. The Town of Vail, as a charter city, is empowered to refund these bonds even though they are not presently eligible for prior redemption. Such a refunding is accomplished through the purchase of securities permitted by the statutes of Colorado governing investment of public funds as pro- vided in your city charter. Such investments include direct obligations of the United States Government and also obligations of the various agencies of the United States Government- e.g., Federal National Mortgage Association, Government National Mortgage Association, Export-Import Bank, Farmers Home Administration, Federal Land Bank Bonds, Federal Home Loan Bank Notes, etc. These federal securities, which are non-callable are purchased from the proceeds of'the refunding bond issue and from other available funds according to a pre-determined schedule in sufficient amounts to pay the principal, interest, and call premium on the bonds being refunded. As a result of Treasury Department regulations, the gross income from refunding bonds is not included in gross income subject to Federal Income Taxes if certain tests are met as to the yield on the refunding bonds versus the yield on the federal securities acquired to pay the refunded bonds. We have made a detailed study of your outstanding debt, and we believe that the General Obligation Bonds, dated November 1, 1973, can be refunded at the present time effecting a substantial savings and other benefits to your City. Therefore, we offer the following proposal for your consider- ation and acceptance: 1. For $,.1lS~~UG~~ par value Town of Vail, Colorado, General Obligation Refunding Bonds, dated November 15, 1974, we will pay you the full par value thereof, plus accrued interest from November 15, 1974, to the date of delivery to us. The refunding • • ~ • • Boettcher and Company - 2 - bonds will mature, bear interest, and will be eligible for prior redemption at the option of the City as set forth on Schedule No. ~ of the accompanyi.n "Proposals for Refunding", which by reference is made an iuCe„rat part hereof, the re- funding bonds will be in $5,000 denominations and the first interest coupon will be due June 1, 1975, and each six months thereafter. 2. At our expense, we will: A. Engage a firm of nationally recognized riunicipal Bond Attorneys to draft and direct all proceedings incident to the issuance of the refunding bonds, including the Escrow Agreement, and the City agrees to adopt said proceedings prepared by said attorneys in order to legally effect the refunding in an expeditious manner; it being understood and agreed that all provisions of the bond resolution will be mutually agreeable. B. Furnish printed bonds with steel engraved borders ready for signature. C. Establish in a commercial bank which is a member of the F.D.I.C. and which has full trust powers an escrow account necessary to pay principal and interest on the bonds being re- funded. D. Engage a Certified Public Accountant to verify all proposed transactions of the escrow. 3. In order (1) to establish a Refunding Escrow Account of cash and Federal Securities which, upon payment of principal and interest on such Federal Securities when due, will provide for the full and timely payment of the principal, interest and call premium on the bonds being refunded, we will provide to the City such Federal Securities and beginning cash balance necessary to establish such a Refunding Escrow Account for an amount equal to the par proceeds of the refunding bonds ($,~-5/[,t',~ ~.~ ), plus accrued interest on the bonds being refunded from their last interest payment date (June 1, 1974) to the date of closing. Assuming a closing on November 20, 1974, the City will pay to Boettcher & Company for the Federal Securities and beginning cash balance the following amount: Par Proceeds of the Refunding Bond Issue $ ->G~G""<X~~-txt Interest Accruing from their Last Interest Pay- ment to the Date of Closing on the Bonds being Refunded (Assuming a November 20, 1974 Closing) 240,371.70 Total Funds Paid by City fox the Federal Securities and Beginning Cash Balance (Assuming a November 20, 1974 Closing) $ ~,~~U3J/. 70 • . ~ . • Boettcher and company -3 - The total estimated cost to Boettcher & Company of the (1) Federal Securities; (2) a beginning cash balance; and (3) the expenses incident to the refunding; of approximately ene-half of 1% of the par value of the refundin; bonds ($ ,JG;s/C1~;~,) ), assuming the closing on November 20 , 1974, is $ ~~l /, ~~ ~,~ J. (The dif ference between $~~Yc.>s.7/.7c'I and $ ,])ll~~ ~~~ is potential profit to Boettcher & Company from the purchase-sale transaction of the Federal Securities from the escrow account). Based upon the present estimated composition of the Federal Securities which will be placed in the Refunding Escrow Account, we compute that the above price will provide a yield to the Town on the Federal Secur- ities subject to the arbitrage limiations, computed to the date of the required disbursement, to be approximately ,~,yf~ %. We compute the yield on the refunding bonds to be approximately 7,~ y, %. It is expressly understood by the Town that the above-estimated costs and expenses to Boettcher & Company are for information purposes only and that the required Federal Securities and expenses incident to the refunding may cost us more or less than the above-stated amount and such differences will be absorbed by Boettcher & Company. It is also understood by the Town that Boettcher & Company anticipates making a profit on the sale of the refunding bonds and that Boettcher & Company is acting as principal (not agent) on the purchase of the refunding bonds and the sale of the Federal Securitic~. 4. In order to provide for the timely reinvestment of available monies or the exchange of investments in the Refunding Escrow account and to restrict the reinvestment yield .on such exchanges or reinvestments to the allowable amounts (the yield on the refunding bonds), the Escrow Bank will be instructed by the Town to acquire any such investments or reinvestments from Boettcher & Company and to co- operate caith Boettcher & Company on any such exchanges or reinvestments. Any such exchanges or reinvestments will provide little, if any, return to the Town since the yield on the Federal Securities has been com- puted to the date of the required disbursement rather than to the maturity date of the applicable Federal Securities. Accordingly, most of the reinvestment yield allowable to the Town has already been provided to the Town in its original purchase price of the Federal Securities as provided in paragraph 3 above. 5. This proposal is subject to: A. The unqualified legal opinion of a firm of nationally recognized Municipal Bond Attorneys, of our choosing, as re- lates to the legality of the reF~snding bonds and their exemption from Federal Income Taxes. B. Our confimlation within l5 business days after acdeptance by the Town. Boettcher anc~ company -4- P,esPectfully subr:itted, BOETTCHER & COMPANY ~, 1~~~' This proposal is hereby accepted for and on behalf of the Tow of Vail, Colorado, pursuant to authorization by its governing body th's ~t h day of November, 1974. ATTI'sST: Mayor _~~~~~~~ Town Cl~r ~ 0 ~ ~ i ~ • .. .. ORIGINAL E S C R O W A G R E E M E N T between THE TOWN OF VAIL EAGLE COUNTY, COLORADO and THE CENTRAL BANK AND TRUST COMPANY DENVER COLORADO relating to THE TO~~I'1 OF VAIL EAGLE COUNTY, COLORADO GENERAL OBLIGATION BONDS, SERIES NOVEP~IBER 1, 1973 DATED NOVEMBER 1, 1973 refunded by GENERAL OBLIGATION REFUNDING BONDS, SERIES 1974 DATED NOVEMBER 15, 1974 • • • . • E S C R O W A C R E E Ni E N T DATED as of the 15th day of November, 1974, but actual- ly executed on the day of 1974, made by and between the Town of Vail, in Eagle County, State of Colorado (herein the "Town"), and The Central Bank and Trust Company, Denver, Colorado, a state bank duly organized and existing under the laws of the State of Colorado, being a member of the Federal Deposit Insurance Corporation, having full and complete trust powers, and having an office and place of business in the City and County of Denver, State of Colorado (hereinafter the "Bank"). WITNESSETH: WHEREAS, the Town of Vail, Colorado, by Ordinance here- tofore adopted and approved by the Town Council, has author- ized the issuance of its General Obligation Bonds, Series November 1, x,973, dated November 1, 1973, in the amount of $3,000,000 (herein the "1973 Issue"), of which there remain outstanding the full amount thereof, being bonds numbered 1 to 600, inclusive, bearing. interest payable semiannually on June 1 and December 1 each year, and maturing on December 1 as follows: ~ ~ • r i • ~ Bond Numbers Amounts Interest Rate%'~ Years (A11 I nclusive) Maturing (Per Annum) Maturing 1 - 2 $ 10;000 7.00% 1975 3 - 5 15,000 7.00% 1976 6 - 8 15,000 7.00% 1977 9 - 12 20,000 7.00% 1978 13 - 35 115,000 7.00% 1979 36 - 58 115,000 7.OG% 1980 59 - 84 130,000 7.00% 1981 85 - 110 130,000 7.00% 1982 111 - 139 145,000 7.00% 1983 140 - 169 150,000 7.00% 1984 170 - 201 160,000 5.50% 1985 202 - 234 165,000 5.50% 1986 235 - 270 180,000 5.50% 1987 271 - 308 190,000 5.50% 1988 309 - 349 205,000 5.50% 1989 350 - 392 215,000 5.50% 1990 393 - 437 225,000 5.50% 1991 438 - 486 245,000 5.50% 1992 487 - 540 270,000 5.50% 1993 541 - 600 300,000 5.50% 1994 %~ Coupons attached to bonds numbered 201 to 600, in- clusive, maturing in the years 1985 to 1994, inclu- sive, designated "A". and WHEREAS, in addition to the interest rates set forth above, Bonds numbered 201 to 600, inclusive, maturing in the years 1985 to 1994, inclusive, bear additional interest at the rate of 2.75% per annum, evidenced by supplemental in- terest coupons designated "B", for the period from Decem- ber 1, 1973 to December 1, 1977, payable December 1, 1974 and semiannually thereafter on June 1 and December 1 each year; and WHEREAS, bonds of this issue maturing in the years 1984 to 1990, inclusive, are redeemable at the option of the Town Council on August 15, 1984, and on interest payment dates thereafter, in inverse numerical order, upon payment of par, accrued interest and a premium of 1/2% of principal. Bonds of this issue maturing in the years 1991 and thereafter are redeemable at the option of the To~~m Council on P_ugust 15, 1984, and on interest payment dates thereafter, in inverse numerical order, upon payment of par and accrued interest only; and • • ~ ~ • WHEREAS, by an Ordinance finally adopted and approved by the ToGm Council of the To~~m on the 15th day of November, 1974, said Town has authorized General Obligation Refunding Bonds, Series 1974, in a total principal amount of $2,640,000, the proceeds derived from the issuance thereof to be depos- ited by the Town in a special trust account therein created and authorized, to be used to refund and pay the outstanding 1973 Issue of the Town, described above; and WHEREAS, said Ordinance also provides that with the proceeds of the General Obligation Refunding Bonds, Series 1974, therein authorized, and any interest derived from the investment and any temporary reinvestment of such proceeds in direct obligations of or obligations guaranteed by the United States of America, the Town shall call in and pay in full the principal o.f_ and interest nn the outstanding bonds of the 1973 Issue to be refunded, hereinabove referred to, in the manner hereinafter set forth; NOW, THEREFORE, IT IS AGREED: That in consideration of the mutual covenants herein contained, and in order to se- cure the payment of the principal of and interest on the outstanding bonds of the 1973 Issue of the Town, according to the schedule set forth herein, the parties hereto mutu- ally undertake, promise and agree for themselves, their re- spective representatives, successors and assigns, as fol- lows: Section 1. The Town shall deposit with the Bank in a special fund and separate trust account, designated as the "Town of Vail General Obligation Bonds, Series November 1, 1973 Escrow Account" (herein the "Pefunding Escrow Account" or "Escroca Account''), an amount not less than $2.,640,000, being the proceeds derived from the issuance of $2,640,000 • , • of General Obligation Refunding Bonds, Series 1974, and any interest on bonds of said outstanding issue being refunded which has accrued from the 1_ast interest payment date there- on to the execution date of this Agreement, $ of such proceeds being used to purchase the securities listed in Schedule I attached hereto and made a part hereof, which will be placed in an account within the Escrow Account designated as the "Portfolio A Account", and $ of such proceeds being used to purchase the securities listed in Schedule II attached hereto and made a part here- of, which will be placed in an account within the Escrow Account designated as the "Portfolio B Account". Such Portfolio A Account and Portfolio B Account together are referred to herein as the Refunding Escrow Account, as designated above. The Escrow Account will be at all times at least sufficient to pay the interest and principal on the outstanding Issue to be refunded and paid, under and in accordance with the following schedule: All bonds of the 1973 Issue, being bonds numbered 1 to 600, inclusive, shall be paid and retired at their respec- five maturity dates, at the First National Bank in Boulder, Boulder, Colorado, according to their original terms. The Town shall deposit $ in the Refunding Escrow Account, which sum is the accrued interest on said outstanding bonds of the Issue being refunded, from the last interest payment date to the date of the actual execution of this Agreement. At the time of actual execution of this Agreement, the Bank will immediately invest the funds on deposit in the Refunding Escrow Account in the direct obligations of or obligations guaranteed by the United States of America, listed in Exhibit "A" attached hereto and made a part here- of, and shall fully secure any cash balance in said account in the manner set forth in Sections 3 and 7 of this Agree- ment. . • The Bank shall receive $ connection with this Agreement. ~ ~ for its services in Section 2. If for any reason, at any time, the funds on hand in such P.efunding Escro;a Account shall be insuffi- cient to meet such payments as the same shall be about to become due and payable, the Town shall forthwith deposit in such Refunding Escrow Account such additional funds as may be required fully to meet the amount so about to become due and payable. Notice of such insufficiency shall be given as hereinafter provided, but the Bank shall in no manner be responsible for the Town's failure to make such deposit. Section 3. The Bank shall hold said special deposit, together with the obligations herein authorized to be pur- chased, at all times in a special fund and separate trust account, wholly segregated from other funds and securities on deposit with it; shall never com_~ningle such deposit or securities with other funds or securities of the Bank; shall never at any time use, loan or borrow the same in any way unless said funds are fully secured. in the manner required by late for. other trust funds; and shall invest and reinvest said deposit to the fullest extent possible from time to time in direct obligations of or obligations guaranteed by the United States of America, in such manner that sufficient funds will be available to pay the interest and principal requirements of the outstanding bonds as the same accrue and become due and payable from time to time according to the schedule herei.nabove set forth; however, the Bank agrees that any reinvestment of funds shall be made in such a manner that will not cause the Refundin Bonds to be arbi- trage bonds within the meanintr of Section 103(d) of the Internal Revenue Code of 1954, as amended, and the Regula- tions proposed and in effect thereunder. rIothing herein contained shall be construed as requiring the Bank to keep the identical moneys, or any part thereof, received for 5 • • • CJ • the Town's account, on hand, but moneys of an equal amount, except to the extent such are rearesented by said direct obligations of or obligations guaranteed by the United States, must always be maintained on hand as funds held by the Bank as trustee, belonging to the Town, and a special account thereof evidencing such fact shall at all times be maintained on the books of the Bank, together with such securities so purchased. Section 4. The Bank shall _frora time to time redeem all or a portion of the direct obligations of or obligations guaranteed by the United States, in said Refunding Escrow Account, in sufficient amounts so that the proceeds there- from and the interest thereon, as the same accrues, will be sufficient to meet the interest requirements on the out- standing Issue as such interest accrues, and to pay said bonds at their respective maturities, according to the schedule hereinabove set forth. Section 5. In order to provide for the timely rein- vestment of available moneys or the exchange of investments in the Refunding Escrow Account, and to restrict the rein- vestment yield on such exchanges or reinvest~?ents to al- lowable amounts (the yield on the refunding Bonds), the Bank agrees to acquire any such investments or reinvestments from Boettcher and Company, and to cooperate with Boettcher and Company on any such exchanges or reinvestments. Section 6. The Ban's. shall maintain said Refunding Es- crow Account until the date upon which said bonds are fully redeemed and paid as to both principal and interest, or un- til the lst day of January, 1995, whichever is the earlier date, whereupon the Banlc shall redeem any of such obliga- tions remaining in said Refundir~~ Escrow Account and shall remit to the Town all moneys, if a_ny, then remaining in said Refunding Escrow Account; provided that before such • . • • remittance is made to the Town, sufficient funds must have been deposited with the Paying Agent to pay the principal of and accrued interest on all of the outstanding bonds of the Issue being refunded, if any, which remain outstanding on such date. Section 7. The Banlc shall continuously secure the moneys in such Refunding Escrow Account not so invested, if any, by direct obligations of or obligations guaranteed by the United States of America, in an amount at all times at least equal to the total unexpended amount of said moneys. Section 8. The Banlc shall not be liable or responsible for any loss resulting from any investment made pursuant to this Escrow Agreement and in full compliance with the pro- visions hereof. Section 9. In the event of the Bank's failure to ac- count for any funds or securities received by it for the Town's account, the said funds and obligations shall be and remain the property of the Town, and if f_or any reason such funds or securities cannot be identified, all other assets of the Bank shall be impressed with a trust for the amount thereof, and the Town shall be entitled to the preferred claim upon such assets enjoyed by a trust beneficiary. The funds received by the Bank shall not be considered as a banking deposit by the Town., and the Bank shall have no right or_ title with respect thereto. The funds so received by the Bank as escrow agent shall not be subject to checks drawn by the Town. Section 10. The Bank shall forward to the ?~irst Na- tional Bank in Boulder, Boulder, Colorado, Paying Agent for the 1973 Issue, sums which shall be sufficient to pay the interest and principal becoming due on each principal and interest payment date for_ the outstanding bonds of said Issue to be paid and refunded. ~J • • • • The amounts so forwarded shall be in sufficient time to permit such payments on each principal and interest payment date without default. Such forwarding shall be the duty of the Bank, such payment being the duty of the Paying Agent for the 1973 Issue. It shall not be necessary for the Town to take any affirmative action whatsoever as a condition precedent to the duty of the Bank to forward such funds at the necessary times. Section Il. The Bank shall immediately notify the Town by registered, first-class mail, postage prepaid, whenever for any reason the funds on hand in such Pefunding Escrow Account plus the securities therein and interest on said securities as the same accrues, will be insufficient to pay the interest and principal of the 1973 Issue, designated above, as the same become due and payable. Section 12. The Bank, during the month of January of each calendar year, commencing in the year 1975, so long as said Refunding Escrow Account is maintained, shall forward by letter to the Town Manager of the Town. a statement in detail of the income, investments, redemptions and ~vith- drawals of moneys from said Refunding %scrow Account for the immediately preceding fiscal year, which fo-r the purpose of this Agreement corrunences the 1st day of January of each calendar year and ends on the last day of December of the same year, including in said letter a statement as of the end of the immediately preceding, fiscal year regarding the manner in which it has carried out the requirements of this Agreement . Irl addition, the Tocm shall have the right at any time to examine all the Bank's records .regarding the status of said Refunding Escrow Account, and the details of said income, investments, redemptions or withdrawals. Section 13. The Bank shall be under no obligation to inquire into or be in any way responsible for the • • , i performance or non-performance by the Town of any of the Town's obligations, or to protect any of the To~~m's rights under any bond ordinance or any of said Town's other con- tracts with o-r franchises or privileges from any state, county, municipality or other governmental agency or with any corporation or individual; and the Bank shall not be liable for any act done or step taken or omitted by it or any mistake of fact or law or for anything which it may do or refrain from doing, except for its negligence or its default in the performance of any obligation imposed upon it hereunder. The Bank shall not be responsible in any manner whatsoever for the recitals or statements contained herein, or in the outstanding or proposed bonds or any proceedings taken in connection therewith, brit they are made solely by the Town. Section 14. Time shall be of the essence in the per- formance of obligations from time to time imposed upon the Bank by this Agreement. IN WITNESS WHEREOF, the Town of Vail, Eagle County, Colorado has caused this Agreement to be signed in its cor- porate nam by the Mayor, sealed with its corporate seal and ~~D put y Tpwn ~~ attested b its~C~erk and count rsigned by the Town Manager; and The Central Bank and Trust Company, Denver, Colorado has caused this Agreement to be signed in its corporate name by its President or one of its Vice Presidents, sealed toith its corporate seal, and attested by its Trust Officer or ~ 9 • . • • Cashier, or one of its Assistant Trust Officers or Cashiers, all as of the day and year First above written. ~s ( S E A L ) ATTEST: B y ~` - -~ epu y Town Cl rk ~' COUNTERSIGNED: By _ ~~ Town n ger ~ (CORPORATE SEAL) ATTEST: By Title TO?J~1 OF VAIL EAGLE COUNTY, COLORADO By ,.~~ x Mayor THE CENTRAL BANK AND TRUST COMPANY DENVER, COLORADO By Title 10 • , • , • STATE OF COLORADO ) COUNTY OF EAGLE ) ss. TOWN OF VAIL ) On this 15th day of NnvPmrPr l~> before me ap- ~~ Gene A. Smith "~G~- peared John Dobsorf,/~~~X and Terrell Minger, to me personally known, who b g by me duly sworn did say that Deputy they are the Mayor, Town Clerl~ and Town Manager, respective- 1y of the Town of Vail, County of Eagle and State of Colo- rado, a Charter Town duly organized and existing under the Constitution of the State of Colorado, and that the fore- going instrument was signed and sealed in behalf of said Town by authority of s Town Council; and the said John Gene A. Smith Dobson,/I€i~[~X~~~' and Terrell Minger acknowledged said instrument to be the free act and deed of said Town. My commission expires NOTARY PUB? IC) ~3 27th day of June, 1978 i~Iotary Publ ~ c 11 • • • • • , STATE OF COLORADO ) ) SS. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this day of 1974, by and as and respectively, of The Central Banlc and Trust Company, Denver, Colorado; and being first duly sworn by me, they severally acknowledged that they signed the foregoing document in the respective capacities therein set forth, and declared that the statements therein contained are true and correct to the best of their knowl- edge, information and belief. WITNESS my hand and official seal the day and year above written. (NOTARY SEAL) My commission expires Notary Public 12 L~~ ~ • s ~ • EfHIBIT "A" (Insert list of Refunding Esc*_-ow Account investments.} ~ ~ ~ ~ ~ • .. ..~.. (Insert schedule of exact dollar amounts to be forwarded to the Paying Agent, and dates of forwardint.) ~f 1_l+ e Portfolios 15