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Home My WebLink About1978-38 To Contract a Special and Limited Obligation on Behalf of the Town of Vail By Issuing Its Short-Term Notes for the Purpose of Defraying Current Expenses and Meeting Current Contractual Obligations of the Townt a ~~ \~ • ORDINANCE NO. ~~ SERIES OF 1978 AN ORDINANCE TO CONTRACT A SPECIAL AND LIMITED OBLIGATION ON BEHALF OF THE TOWN OF VAIL, COLORADO, BY ISSUING ITS SHORT-TERE~I NOTES IN THE AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $300,000.00 IN ANTICIPATION OF THE COLLECTION OF SALES TAX REVENUES FOR THE MONTHS OF DECEMBER, 1.978 AND JANUARY AND FEBRUARY, 1979, SAID NOTES TO MATURE ON OR BEFORE MAY 1, 1979, FOR THE PURPOSE OF DEFRAYING CURRENT EXPENSES AND MEETING CURRENT CONTRACTUAL OBLIGATIONS OF THE TOWN; PRESCRIBING THE FORM OF SAID SHORT-TERM NOTES; AND PROVIDING FOR THE COLLECTION AND APPLICATION OF SALES TAX REVENUES OF THE TOWN OF VAIL TO PAY SAID SHORT-TERM NOTES AND THE INTEREST THEREON; PROVIDING AN AGREEMENT BY THE TOWN TO CONTINUE THE LEVY OF ITS SALES TAX FOR THE A10NTHS OF DECEMBER, X978 AND JANUARY AND FEBRUARY, 19'19, TO PROVIDE REVENUES TO PAY SAID SHORT-TERM NOTES; PRESCRIBING OTHER DETAILS CONCERNING SAID SHORT-TERM NOTES, INCLUDING BUT NOT LIMITED TO COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH, AND REPEALING ALL ORDINANCES TN CONFLICT HEREWITH. PJHEREAS, the Town of Vail {the "Town"} in the County of Eagle and State of Colorado, is a legally and regularly created and existing home rule town and municipal corporation organized under the Colorado Constitution and laws of the State of Colorado and the Home Rule Charter of the Town of Vail; and WHEREAS, the Town has previously adopted its 1978 ?3udget and Financial Plan far the Tawn and has appropriated revenues to meet the expenditures set forth therein; and WHEREAS, the Town Council of the Town of Vail has determined, and does hereby determine, that it is necessary and for the best interest of the Town of Vail and the inhabitants thereof, any? for the health, safety and welf are of the inhabitants of said. Town, for the Town to borrow up to $300,000.00 for a short term prior to and in anticipation of receipt of sales tax revenues of the Town for sales taxes imposed during the months of December, 1978, and January and February, 1979, in order to obtain funds with which to meet and defray ordinary and necessary current municipal expenses and to meet and defray current contractual obligations of the Town properly incurred in accordance with its 1978 Budget and Financial Plan; and WHEREAS, the Town of Vail Home Rule Charter (the "Charter") authorizes the Tawn to borrow money without an election in antici- pation of the collection of taxes or other revenues and to issue short-term notes to evidence the amount so borrowed; and -2- ~~ ~ WHEREAS, pursuant to Ordinance No. 11, Series of 1973 of the Town of Vail, there was submitted to the qualified, registered electors o~ the Town of Vail, Colorado, at a special election held on the 25th day of September, 1973, the question of the imposition of a four percent (4%) sales tax on the sale of tangible personal property at retail and the furnishing of services within the Town of Vail; and WHEREAS, more than a majority of such qualified, registered electors voting on said sales tax question, voted in favor of imposing the said sales tax; and WHEREAS, the Town Council of the Town has estimated, determined and anticipated and does hereby estimate, determine and anticipate that the principal maturing and the interest accruing on the said $300,000.00 short-term borrowing authorized herein may be met and fu11y paid from revenues derived from the sales tax authorized by said Town of Vail Ordinance rao. 11, Series of 1973 as such sales tax applies and is imposed during the months of December, 1978 and January and February, 1979; and WHEREAS, the Town Council of the Town has determined, and does hereby determine, that it is necessary and for the best interest of the Town of Vail and the inhabitants thereof, and for the health, safety and welfare of the inhabitants of said Town, that the subject short-term Notes in the aggregate principal amount not exceeding $300,000.00 be issued in accordance with the provisions of this Ordinance. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLDRADO, THAT: 1. Pursuant to the authorization conferred by the Town of Vail Charter, and for the purpose of meeting and defraying in whole or in part the ordinary and necessary current expenses and meeting and de- fraying current contractual obligations of the Town, the Town of Vail, Colorado, shall issue from time to time on behalf of said Town, one or more of its negotiable short-term notes in the aggregate principal amount not exceeding $300,000.00 (the "Notes"?, to be dated the same day or days as the proceeds of said loan or loans are received by the Town, bearing interest at a rate not exceeding 'eight percent ($%) per - annum, payable in lawful money of the United States of America. The principal of and interest on all of said Notes shall be paid on or before May 1, 1979, with such payment of principal and interest to be -3- ~ ~ made solely from the revenues and in the manner provided herein. The Town shall have the option to prepay said Notes at any time in whole ar in part without penalty or payment of any prepayment premium. 2. The principal of and the interest on the Notes shall be payable and collectible solely out of the "Net Sales Tax Receipts" (as defined in Section 3 hereof} pledged in this Ordinance; the holders of the Notes may not look to any fund or source of revenue of the Town other than the Net Sales Tax Receipts pledged herein for the payment of the principal of and the interest on the Notes; the Notes shall in no event be payable from the proceeds of general property taxes payable to the Town of Vail and the full faith and credit of the Town of Vail is not pledged for the payment of the principal of and interest on said Notes; the Notes shall not be considered or held to be general obligations of the Town and shall constitute special and limited obligations of the Town. 3. The principal of and the interest on the Notes shall be payable solely and only out of the Net Sales Tax Receipts of the Town received by it as a result of the sales tax imposed and collected pursuant to Ordinance No. 11, Series of 1973 of the Town, subject to the following conditions and limitations: a) Only those Net Sales Tax Receipts imposed and collected on account of sales of tangible personal property at retail and the furnishing of~services occurring during the months of December, 1978, and January-and February, 1979, are available and pledged pursuant to this Ordinance for the purposes of the payment of the principal of and the interest on the subject Notes; b) The term "Net Sales Tax Receipts" as used herein, shall mean the amount remaining from the gross sales tax receipts of the months of December, 1978, and January and February, 1979, after deducting therefrom all costs and expenses of collection, remittance and administration of said tax as authorized by Colorado law. c) The Net Sales Tax Receipts of the Town for sales taxes imposed during the months of December, 1978, and January and February, 1979, available for payment of the Notes are subject to a limitation contained in Ordinance No. 11, Series of 1973 of the -4- ~~ ~ t Town of Vai]_, that fifty percent of all of the revenues derived from the subject four percent (40} sales tax shall be devoted to and specifically earmarked far the acquisition of real estate for public purposes of the Town of Vail and also for the acquisition, construction and equipping of buildings and facilities for the use and benefit of the residents of the Town of Vail, including the amortization of any bonds of the Town of Vail issued for any of said purposes. For such purposes, the Town has previously issued certain bonds, and may issue additional bonds, and in the various band authorizing Ordinances the Town has pledged and set aside (or may in the future pledge and set aside} all of the sales tax revenues of the Town derived from a sales tax of two percent (20) as authorized by said Ordinance No. 11, Series of 1973, to pay the principal of and the interest on said bonds. Accordingly, the short-term Notes authorized herein shall have a lien on the Net Sales Tax Receipts of the Town which is subject to the Town's past, present and future right of application of 50% of said receipts for the acquisition of real estate far public purposes of the Town and also for the acquisition, con- struction and equipping of buildings and facilities far the use and benefit of the residents of the Town and also for the purpose of paying the principal of and the interest on the Town's past and future bonds issued for the purposes of Ordinance No. 11, Series 1973 referred to above. 4. Subject to the right of the Town to expend sales tax revenues, enter into contracts and issue bonds as referred to in paragraph 3c} above, the Town shall not issue any short-term notes, anticipation warrants, bonds or other securities in addition to or other than the subject chart-term Notes, or otherwise enter into any contracts payable in whole or in part out of the Net Sales Tax Receipts of the Town collected by reason of sales taxes imposed for the months of December, 1978, and January and February, 1979, and having a lien an said Net Sales Tax Receipts prior or superior to or on a parity with the lien on said Net Sales Tax Receipts created herein to secure the payment of the principal of and the interest on the subject short-term Notes; provided, however, nothing herein shall be construed as limiting the -5- ~~ right of the Town to issue any such obligations or enter into contracts which are subordinate to the Net Sales Tax Receipts herein p~.edged for the payment of the subject short-term Notes. 5. The Town warrants that its Ordinance No. 11, Series of 1973, is now in full force and effect and has not been repealed or amended, except that Ordinance No. 8, Series of 1974, amended said Ordinance No. 11 concerning the rate schedule for sales taxes imposed by Or- dinance No. 11, Series of 1973. With respect to the months of December, 1978, and January and February, 1979, the Town of Vail shall not repeal its Ordinance No. 11, Series of 1973, and the Town shall not amend said Ordinance in a manner which would diminish the sales tax revenue security for said Notes. 6. The Town shall levy, impose, 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 four percent {4 o) of grass receipts derived from the sale of tangible personal property and the furnishing of services now or hereafter subject to the Town's said sales tax during the months of December, 1978, and January and February, 1979. 7. The Town of Vail covenants and agrees that all of the Net Sales Tax Receipts derived from said four percent (40) sales tax as authorized in Town of Vail Ordinance No. 11, Series of 1973, imposed and collected on all sales of tangible personal property at retail and the furnishing of services during the months of December, 1978, and January and February, 1979, shall be and hereby are irrevocably and solely assigned, pledged and set aside to pay the principal of and the interest an the Notes, .as the same became due and payable, subject only to the prior and superior rights to and any pledge of fifty percent of said sales tax receipts as specified in paragraph 3c) hereof. The assignment and pledge provided for herein shall be valid and binding from and after the date of the first delivery of any of the Notes, and the subject Net Sales Tax Receipts, as received by the Town and hereby assigned and pledged, shall immediately be subject to the lien of this pledge without any physical delivery thereof, any filing, ar further act, and the lien of this pledge and the obligation to perform the contractual provisions hereby made shall have priority -6- .r ~ ~, over any or all other obligations and liabilities of the Town (except as herein otherwise expressly provided), and the lien of this pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Town (except as herein otherwise expressly provided), irrespective of whether such parties have notice thereof. 8. Far so long as the Notes shall be outstanding and unpaid, except as otherwise provided herein, the entire Net Sales Tax Receipts for the months of December, 1978, and January and February, 1979, upon their receipt from time to time by the Town, sha11 be set aside and credited immediately to a separate special fund hereby authorized and created, known as the "Town of Vail, December, 197$, and January and February, 1979, Sales Tax Receipt Fund" (the "Sales Tax Fund"). The Net Sales Tax Receipts so collected by the Town shall be held separate and apart from the other funds or accounts of the Town and the entire proceeds held in said Sales Tax Fund (except as herein otherwise expressly provided) are hereby pledged to secure the payment of the principal of and the interest on the subject short-term Notes. Upon payment in full of the principal of and the interest on said Notes, any remaining proceeds of said Sales Tax Fund may be used in any lawful manner determined by the Town. 9. For so long as the Notes hereby authorized shall remain outstanding and unpaid, the Sales Tax Fund shall be administered, and the monies on deposit therein sha11 be applied, in the following order of priority (except as herein otherwise expressly provided): a) First, on or before the lst day of Niay, 1979, the Town shall pay the interest due on said Notes. b) Secondly, on or before the lst day of May, 1979, the Town shall pay the principal of the Notes. 10. The Town covenants and warrants that except as provided in paragraph 3c) above, there are no pledges of or liens on the Net Sales Tax Receipts of the Town to be imposed and collected for the months of December, 1978, and January and February, 1979, in addition to or other than the pledge and lien thereon created by this Ordinance. 11. The sums hereinbefore provided to pay the principal of and interest on the Notes, when due, are hereby appropriated for that -7- ~ ~ ~ purpose, and said amounts shall sae included in the 1979 annual budget and appropriation ordinance or measures to be adopted and passed by the Town Council of the Town for the year 1979. No provisions of any Constitution, statute, charter, ordinance, resolution, or other order or measure enacted after the issuance of any of the Notes herein authorized shall in any manner be construed as limiting or impairing the obligation of the Town to levy, impose, administer, enforce and collect the sales tax as provided herein, for the payment of the principal of and the interest on said Notes. Zt shall be the duty of the Town Council, at the time and in the manner provided by law for levying other Town taxes, if such action shall be necessary to effectuate the provisions of this Or- dinance, to ratify and carry out the provisions hereof' with reference to the levy and collection of the sales taxes herein specified, and said Council shall require the officers of and for th:e Town to 1ev_y, impose, extend and collect said sales taxes in the manner provided by law for the purpose of providing funds for the payment of the principal of and the interest on the Notes promptly as the same, respectively, become due. The subject Net Sales Tax Receipts, when collected, shall be kept for and applied only to the payment of the interest on and the principal of said Notes as hereinbefore specified {except as herein otherwise expressly provided). 12. Said Notes shall be executed in the name and on behalf of said Town with the manual signature of its Mayor, ,or in the absence or disability of the Mayor, the Mayor Pro Tem, shall bear an impression of the seal of the Town, and shall be attested by the manual signature of the Town Clerk of the Town. Said Notes shall be in substantially the following form: _g_ Form of Note] UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF EAGLE TOWN OF VAIL SALES TAX ANTICIPATION SHORT--TERM NOTE The Town of Vail, in the County of Eagle and State of Colorado, for value received, hereby promises to pay to the order of solely from the Net Sales Tax Receipts provided therefor, at the office of the Town, in Vail, Colorado, the sum of $ with interest on the unpaid balance thereof at the rate of percent per annum from the date hereof until paid. The principal hereof and the interest hereon will be paid in lawful money of the United States of America on or before May 1, 1979 solely and only from the Net Sales Tax Receipts of the Tpwn of Vail, as provided and limited herein, from the imposition of the Town's sales tax during the months of December, 1978, and January and February, 1979, when received, heretofore levied and imposed on all sales of tangible personal property at retail and the furnishing of services within the Town of Vail, Colorado. This Note may be partially or wholly prepaid at the option of the Town of Vail at any time without penalty or payment of any prepayment premium, This Note is issued in anticipation of said Net Sales Tax Receipts for the months of December, 197$, and January and February, 1979, to provide funds to meet and defray the ordinary and necessary current expenses and the contractual obligations of the Town of Vail. This Note and the interest hereon do not constitute a general obligation of the Town of Vail and the fu11 faith and credit of the Town of Vail is not pledged far the payment hereof. This Note is not payable in whole ar in part from the proceeds of general property taxes of the Town of Vail. This Note and the interest payable hereon are limited special obligations of the Town of Vail and are payable and collectible solely out of and are secured by an irrevocable pledge of the Net Sales Tax Receipts of the Town of Vail when, as, and if collected from the levy, -9- ~ ~~ imposition, extension and collection of the Town's sales, tax imposed on all sales of tangible pexsonal property at retail and the fur- Wishing of services within the Town during the months of December, 1978, and January and February, 1979, which Net Sales Tax Receipts are so pledged, as more specifically provided in Ordinance No..~g Series of 1978, adopted ItlOil, ~, 1978 by the Town Council of the Town of Vail (the "Ordinance") pursuant to which Ordinance this Note is issued; and the holder hereof may not look to any general or other fund of the Town for the payment of the principal of and interest on this Note, except the special Net Sales Tax Receipts and the Sales Tax Fund pledged therefor. Nothing herein shall be construed as authorizing any assessment or levy of any taxes or assessments for the payment of the principal of and the interest on this Note, except for said sales taxes for the months of December, 1978, and January and February, 1979. Payment of the principal of and the interest on this Note shall be made solely from and as security for such payment, there is ir- revocably pledged, pursuant to the Ordinance, a special fund thereby created and identified as the "Town of Vail, December, 197p, and January and February, 1979, Sales Tax Receipt Fund" (the "Sales Tax Fund") into which fund the Town covenants to pay the Net Sales Tax Receipts of the Town from the imposition of the Town's four percent (40) sales tax during the months of December, 197$, and January and February, 1979, provided that the lien securing this Nate on said Net Sales Tax Receipts and Sales Tax Fund is subordinate to any lien thereon arising out of the right of the Town to devote the Net Sales Tax Receipts received from a sales tax of two percent (2%) for the acquisition of real estate for public purposes of the Town and also for the acquisition, construction and equipping of buildings and facilities for the use and benefit of the residents of the Town, including the amortization of any bonds of the Town issued for any of said purposes, all as is more specifically set Earth in the Ordinance. It is hereby recited, certified and warranted that for the payment of this Note and of the interest hereon, the Town of Vail has created and will maintain said Sales Tax Fund and will deposit therein all Net Sales Tax Receipts for the months of December, 1978, and January -10- . ~~ and February, 1979, as provided in the Ordinance, and out of said special funds, as an irrevocable charge thereon, the Town of Vail will pay this Note and interest thereon, in the manner provided by said Ordinance. The Net Sales Tax Receipts of the Town of Vail from the imposition of said sales tax during the months of December, 1978, and January and February, 1979, are (except as otherwise expressly provided in this Note and in the Ordinance} assigned, pledged and set aside to the payment of this Note and the interest hereon in anti- cipation of the collection of said sales taxes for said months. The Town of Vail covenants and agrees with the holder of this Note and with each and every person who may become the holder hereof that it will keep and will perform all of the covenants of the Or- dinance and of this Note. Reference is hereby made to the Qrdinance for a description of the provisions, terms and conditions upon which this Note is issued and secured, including without limitation, the nature and extent of the security for this Nate, the collection and disposition of the revenues and monies charged with and pledged to the payment of this Note, a description of the special fund referred to above and the nature and extent of the security and pledge afforded thereby for the payment of this Note, as well as the rights, duties and obligations of the Town of Vail and its Town Council and also the rights of the holder of this Note. It is hereby certified, recited and warranted that all acts, conditions and things required by law to be done precedent to and in the issuance hereof have been properly done; that all the requirements of law have been fully complied with by the proper officers of the Town of Vail in the issuance of this Note; that it is issued pursuant to and in strict conformity with the Constitution and laws of the State of Colorado, the Home Rule Charter, ordinances and resolutions of the Town of Vail and pursuant to an Ordinance of said Town duly adopted, published and, made a law of said Town prior to the issuance of this Note; that this Note does not contravene any Constitutional or statutory limitation or any provision of the Home Rule Charter, reso- -11-- ~ ~ ~ lutions or ordinances of the Town of Vail; and that this Note is issued under the authority of the Ordinance. For the payment of this Note and the interest hereon, the Town of Vail, Colorado pledges the exercise of all of its lawful corporate powers . IN TESTIMONY WHEREOF, the Town Council of the Town of Vail, Colorado, has caused this Note to be executed in the name and on behalf of said Town with the manual signature of the Mayor or Mayor Pro Tem of said Town, to be sealed with an impression of the seal of said Town, and to be attested by the manual signature of the Clerk thereof, all as of the day of 19 TOWN OF VAIL, COLORADO By (TOWN) (SEAT, ) ATTEST: Town Clerk Mayo r [End of Form of Note] -12- • ~ ~~ ~• t 13. Said Notes, when executed as provided herein and by law, shall be delivered by any one of the officers of the Town to the purchaser thereof, upon payment to the Town of the par value thereof. The proceeds derived from the sale of the Notes shall be used ex- clusively for the purposes stated herein, provided, however, that any portion of such proceeds may be temporarily invested pending such use in securities or obligations which are lawful. investments for the Town of Vail, with such temporary investment to be made consistent with the covenant hereinafter provided concerning arbitrage bonds. Neither the purchaser of said Notes nor any holder thereof shall be in any way responsible for the application of the proceeds of said Notes by the Town or any of its officers. 14. The Town covenants with the holder of the Notes that it will make no use of the proceeds of such Nates at any time during the term thereof which, if such use had been reasonably expected on the date the Notes are issued, would have caused said Notes to be arbitrage bonds within the meaning of Section 103{c) of the internal Revenue Code of 1954, as amended, and the regulations proposed thereunder by the United States Treasury Department, unless, under any valid pro- vision of law hereafter enacted, the interest paid on the Notes {a) shall be excludable from the gross income of a recipient thereof for Federal income tax purposes without regard to whether or not such Notes are arbitrage bonds, or {b} shall be exempt from all Federal income taxation. 15. The Town, acting by and through its Town Council, its officers, or otherwise, shall faithfully and punctually perform, or cause to be performed, all duties with respect to the imposition, extension and collection of the sales tax pledged herein which may be required by the Constitution and laws of the State of Colorado, the Home Rule Charter and the various resolutions and ordinances of the Town, including, without limitation, the proper segregation of the Net Sales Tax Receipts and their application from time to time to the Sales Tax Fund provided herein. 16. At any time and at all times, the Town shall, so far as it may be authorized by law, pass, make, do, execute,. acknowledge, deliver, and file or record all and every such further instruments, -13- ~ • ~ acts, assignments, transfers, other documents, and assurances as may be necessary or desirable for the better assuring, granting, assigning and confirming all and singular the rights, Net Sales Tax Receipts, Sales Tax Fund and other funds and accounts hereby pledged or assigned, or intended so to be, or which the Town may hereafter become bound to pledge or to assign, or as may be reasonable and required to carry nut the purposes of this Ordinance. The Town, acting by and through its Town Council, its officers, or otherwise, shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of the Net Sales Tax Receipts, the Sales Tax Fund and other funds and accounts pledged hereunder and all the rights of the holder of the Notes authorized herein against all claims and demands of all persons whomever. 17. The Town hereby warrants and covenants that upon the date of issuance of the Notes, all conditions, acts and things required by the Constitution or statutes of the United States, the Constitution or statutes of the State of Colorado, the Town Charter of the Town of Vail, Colorado, or this instrument, to exist, to have happened and to have been performed precedent to or in the issuance of the subject Notes shall exist, have happened and have been performed, and the Notes, together with all other obligations of the Town, shall not contravene any limitation prescribed by the Constitution or statutes of the United States ar the Constitution or statutes of the State of Colorado or the Town Charter, resolutions or ordinances of the Town of Vail, Colorado. 18. The Town will keep proper books of record and account showing complete and correct entries of all transactions relating to the Net Sales Tax Receipts and the Sales Tax Fund established herein. Any holder of the Notes, or any duly authorized agent or agents of such holder, shall have the right during normal business hours to inspect all records, accounts and data relating thereto. 19. The Town, its officers, agents and employees, and its Town Council, shall not take any action in such manner ar to such extent as might prejudice the security for the payment of the principal of and the interest on the Notes. No contract shall be entered into nor any other action taken by which the rights of any holder of the Notes as -1~- ~ ,~ ~ provided and limited by this Ordinance might be prejudicially and materially impaired or diminished. 20. The Town shall promptly pay the principal of and the in- terest on the Notes issued hereunder and secured hereby at the places, on the dates, and in the manner specified herein and in the Notes according to the true intent and meaning hereof. 21. When duly executed and delivered for the purpose provided for in this Ordinance, the Notes shall constitute warranties by and on behalf of the Town for the benefit of each and every future holder thereof, that the Notes have been issued for a valuable consideration in full conformity with law. 22. Any holder of the Notes issued hereunder shall be entitled to all of the privileges, rights and remedies provided or permitted in this Ordinance and as otherwise provided or permitted by law or in equity ar by other statutes. Nothing herein affects or impairs the right of any holder of the Notes to enforce the payment of the prin- cipal and interest due in connection therewith at the time and place expressed herein and in such Notes. 23. All action heretofore taken by the Town of Vail and by the officers of the Town (not inconsistent herewith) directed toward the authorization of the subject Notes for the purpose of providing funds to defray in whole or in part the ordinary and necessary current expenses and the contractual obligations of the Town, be and the same is, hereby ratified, approved and confirmed. 24. The officers of the Town are hereby authorized and directed to enter into such agreements and take all action necessary or ap- propriate to effectuate the provisions of this Ordinance and to comply with the requirements of law, including without limiting the gen- erality of the foregoing: (a) the execution of such certificates as may be reasonably required by the purchaser of the Notes relating to the tenure and identity of the Town officials, the receipt of the Notes' purchase price, and, if in accordance with the facts, the absence of litigation, pending or threatened, affecting the validity of the Notes; and (b) the making of the various statements, recitals, certifications and warranties provided for in the form of Note set forth in this Ordinance. -15- ~~ I~ • 25. Nxcept as herein otherwise expressly provided, nothing herein express or implied, is intended or shall be construed to confer upon or to give to any person, other than the Town, the Town Council, and the holders from time to time of the I~lotes, any right, remedy or claim under or by reason hereof ox any covenant, condition or stipu- lation hereof. A11 the covenants, stipulations, promises and agree- ments herein contained by and on behalf of the Town shall he for the sole and exclusive benefit of the Town, the Town Council and any holders of the Notes. 26. No recourse shall be had for the payment of the principal of and the interest on the Notes or for any claim based thereon or other- wise upon this Ordinance authorizing its issuance or any other ir~- strument pertaining thereto, against any individual member of the Tawn Council or any officer or other agent of the Town, past, present or future, either directly or indirectly, through the Town Council or the Town, or otherwise, whether by virtue of any Constitution, statute or rule of law, or by the enforcement of any penalty or otherwise, all such liability, if any, being by the acceptance of the Notes and as a part of the consideration of its issuance specially waived and released. 27. All ordinances, acts, orders, or resolutions, or parts thereof, taken by the Town of Vail and in conflict with this Ordinance are hereby repealed. This repealer shall not be construed to revive any ordinances, acts, orders, resolutions, or parts thereof, hereto- fore repealed. 28. This Ordinance is, and shall constitute, a legislative measure of the Town of Vail, and after the Notes hereby authorized are issued, sold and outstanding, this Ordinance shall constitute a con- tract between the Town and the holders of said Notes, and shall be and remain irrepealable until said Notes and the interest accruing thereon shall have been fully paid, satisfied and discharged. 29. The proper officers of the Town of Vail, Colorado, are hereby authorized and directed to pay or cause to be paid the interest on the Notes herein authorized as the same shall accrue, and the principal of said Notes at or before maturity, without further warrant or order. 30. Tf any paragraph, clause or provision of this Ordinance is -16- ~ ~ • judicially adjudged invalid or unenforceable, such judgment shall not affect, impair or invalidate tkze remaining paragraphs, cJ.auses or provisions hereof, the intention being that the various paragraphs, clauses or provisions hereof are severable. 31. A public hearing on this proposed Ordinance shall be held by the Town Council at 7:30 P.M., on Tuesday, November 21, 1978, at the Town of Vail Municipal Building, Vail, Colorado, and it is hereby ordered that notice of said meeting be given as required by law. INTRODUCED, READ ON FIRST READING, APPROVED AND ORDERED PUBLISHED ONCE IN FULL THIS 7th DAY OF NOVEMBER, 197$. '~ (~owN) (SEAL) t~ TOWN OF VAIL ~ _~ By ~~ ~ ` Mayo i ATTEST: Town ~lexk' ' INTRODUCED, READ DN SECOND READING, APPROVED, ADOPTED, ENACTED AND ORDERED PUBLISHED ONCE IN FULL THIS 21st DAY OF NOVEMBER, 197$. TOWN OF VAIL ~~ / ~' BY (_ /~'/ ~_ ~, M ~o r -1 (TCWN) (SEAL) 4 ATTEST: G~ /~~~~ Town Clerk -17- ~ .., ~ G ~ ~ °~ o 3 ~ A ~~~ ~ c o ~. ~ [~ ~ ca a a. G ~ ~ ~ 'n ~ ' ~ ~ °. 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I ne gums tserelFlbelOre provided tb pay the prinnipal 01 and interest on the Nolea, when due, ere hereby appropriated for Thal purpose. and said amounts shall be included in fhe 1979 annual budget and appropriation ordinance or measures to be adopted and passed by [hc Town Council o! the Town far the year 1979. No provisions of any Constitution, statute, charter, ordinance, resolution, or other order or measure enacted abet the issuance of any of the Notes herein authorized shag in any manner be construed as IlmilinO or impainna ens ohligatlon of ilia Town to levy, impose, administer, yniorce and collect the sales [ax as provided harem. for the payment of the principal of and the Interest on said Notes. ll shall be the duly of the Town Council, at the lime and in the manner provided by law for levying other Town taxes, if such achon shat) be necessary to elfectuate the provisions of this Ordinance, to rafiiy and carry out the provisions hereof wtlh rvtarence to ilia levy end conedion of the sales taxes herein specified, and said Council shell require the officers o! an !or Ina Town to levy, impose, extend and cdhect said salt's taxes in the manner provided by taw for the purpose of providing funds (or the payment 01 the principal of and iho interest on the Notes promptly as the same, respectively, become due. The subject Net Sales Tax Receipts. when collected, shalt be kepi for and applied only 10 the payment of the interest on and the principal of said-Notes se hereinbefore epecitivtl {except ea herein otherwise expressly providedj. 12. Said Notes shall be exaculyd in the name and on behall of Bald Town with the manual signature o1 its Mayor, or in the absence or disabillly of the Mayor, the Mayor Pro Tem. shall bear an Impression o1 the aeei of the Town, and shaft be attested by the manual signature of the Town Clerk of the Town. Said Notes shall de in substantially ilia loltowing form; (FORM OF NOTE] UNITED STATES OF AMERICA STATE OF COLORADO COUNTY 6F EAGLE TOWN OF VAIL SALES TAX ANTICIPATION SHORT-TEAM NOTE The Town of Vail, in the County of Eagle and State of Colorado, for value-received, hereby promises to pay to Ilia order of • ,solely from the Nel Sales , Tax Receipts provided therefor, a[ Shy olhce of the Town, In Vail, Colorado, the sum of .5 with interest on the unpaid 4alance thereof al the rate of percent per annum from ilia date hereol until paid. The principal hereof and the interysl hereon will be paid in lawful money of Ilse united States of America pit or 6elore May 1, 1979 solely and only from the Net Sales Tax Receipts o1 the Town of Veil, as provided and limited harem. from iho imposition of iho Town's solos tax during flit' months of December, 1978, end January and February, 1979, when received, heretofore levied and imposed on ell sales of tangible personal propyrty at retail and 1hP furnishing of services within the Town o1 Vait, Co1ore¢g. Tlgis-holy may be partially or whoUv lmealwlhoW opainallyf toe TP ymentatot t any prepayment premium. This Note Is Issued in anticipation of said Nal Salsa Tax Receipts for Fhe monfha o1 December, 1978, and January and February, 1979, to provide funds to mast and defray the ordinary and necessary current expenses anA the contractual obhgafion9 dl the Town a1 Vait. This Note and the interest hereon do hilt consul ute e. general gbligatidn c! Ihy Town o1 Vail and Ilia full faith and credit of the Town di Vail ie not pledged for ilia payment hereof, This Nola is not payable in whole or in earl item the proceeds of general prdperlylaxes of the Town of Vad. This Nole and the Inlarest payable hereon are umrted special obligations dl the Town of Vad and are payable and collachblo SPI01y out of end are secured by an Irrevocable pledge of the Net Sales Tax Receipts df the Town of Val when, as. and it collected item me levy, Imposition, extension and collection AI me Town's sales lax imposyd do ail solos of fanglble personal property et retail end the lurnishmg df services witmn the Town dunnr> ilia mdmhe o1 December, 1978. and January and February, 1979, which Nat sales rnx Receipts are so pledged, as more specilicaiiy provided in Ordinance Nd. ,Series of ttp7 e adopted 6t' [he Town Opuncll al the YOWn o1 Valt tine ••Ordinanee"fpursuentto which Ordinance this Nele IS iaaUP,d; and Ihy hOltler hereof may not lgok to any general or other fund of the Town Idr iho Payment of the principal of and interest on tiffs No[e, except the spacial Net Selea Tax Receipts and the solos Tax Fund pledged therefor, Nothing herein shall ba construed as authorizing any assessment or levy o1 any faxes or easesamenls for the payment of the principal of and the interest on this Note, except for said sales taxes for the mdnlha of December, 1978, and January and February, 1979. Payment o1 the principal of and the interest on this Nota ahau he made solely Irom and es security for such paymenh Ihare is irrevocably pledged, pursuant to the Ordinance, a special fund thereby created and idantilied as ilia "Tgwn of Vail, Recambar, 1976. and January and February. 1979, Sales Tax Recalp[ fund" (the "Sales Tax Fund"} into which fund 1ho Town covenants td pay the Net Sofas Tax Receipts of the Town lrgm the imposition of the Town's lour percent t4%} sales tax during iho months of December, 1478. and January and February, 1979. provided that iho lien securing this Note on said Net Sales Tax Receipts and ,Sale's lax Funtl is subordinate to any lien devotenfhe INetoSalestTax19Receiplso mce veil Irom a salsa sax of two percent (2°!et for the acquisihon of real estate for public purposes of the Tawn and also tar the acgwsilipn, construction and equipping of buildings and lacihties far [he use and benefit of the residents of ilia Town, including the amortization of any bonds of the Town issued for Any of said purposes, all as is more specificalky se! forth ip the Ordinance. - It is hereby recited, certified and warranted Ihet for the payment of lhia Nofe and oI the interest hereon, the Town of Vail has created and will maintain said Sales Tax Fund and will deposit therein eH Net Sales Receipts for the months of December, 1978, and January end February, 1979. as provided in the Ordinance, and out of said spacial funds, as an irrevocable charge thereon, the Town of Vail wih pay ihia Ngte end interest thyryon, in the manner provided by said Ordinance. ilia Net Sales Tax Receipts of the Town of Vail from the imposition of said sales tax during the months of pocember. 1978. and January and February, 1979, are (except es otherwise expressly provided in this Note and in the Ordinance) assigned, pledged and sal aside to the payment of this Note and the interest hereon. in anticipation of the cohection of said sales taxes !or said months. Tha Tawn o1 Vail covenants and agrees with- the holder of this Note and with each and every parson who may bycomelhe holder hereof that it will keep and will perform all of the covenants of the Ortlinence and of this Nole. Reference is hereby made to the Ordinance tar a description of the provisions, terms and conditions upon which Ibis Note is issued and secured, including without limitation, the nature and extent of the security for this Note. the collection end dispositign at the revenues and monies charged with and pledged to the payment o! this Nole, a 4escription of the special fund referred to above and the nature an6 extant of the secunly end pledge aifortled thereby tar the payment of this Nota, as well as the nghfs, duties end obhgehdns of the Tawn al Vail end Its Tawn Council and eisothe rights o! the holder of [his Nole, Et is hereby certified. recited and warranted that Sh acts, CgndnlOna end things rCQUired by law to lye done precedent [o and in the issuance hereof have been properly done, that all the mgwremenrs o! law have been fully complied with by the proper ofhcers of the Town of Vail in the issuance of This Nate: That it is issued pursuant (q and in slnct coMormity with the Conslitulion and laws of the Stale of Colorado, the Home Rule Charter, ortlmanccs and resolutions of rho Town of Vaii and pursuant tb an Ordinance o1 said Tgwn duly adopted, published and made a few of said Town prior to the rssuanco of Ibis Note; that Ehis Note does not contravene any Conslilutignal or statutory limitation dr any provision of the Home Ruie Chahar. resolutions or ordinance of the Town of Vail; and that Ibis NoEe is Issued under the authority othee Ordinance For the payment cl this NOte and the imeresi hereon. the Town of Vail, Colorado pledges ma exercise of all of its lawful corporate powers. IN TESTIMONY WHEREOF, [he Town Council o! ilia Town of Vad. Colorado, has caused this Noto td 6e executed in the name end on behalf of said Town with the manual signature of the Mayor or Mayor Pro Tem of card Town, to be sealed with an impression of the seal of said Town, and to be atlesletl by the manual signature bf [he Clerk thereof, all as of flit' day of 19 , TOWN OF VAIL, COLORADC gY TOWN SEAL Mayor ATTEST: Town Clerk (END OF FORM OF NOTE} 13. Said Notes. when executed as provided herein and by law, shall ba delivered by any one of the oflicere of the Town Ic the purchaser thereoh upon payment to the Tawn of the par value thereat. The procaetla derived from the sale of she Notes shell by used exclusively for the purposes stated herein, provitletl, however. that any porhan of such proceeds may he temporenly Invested pending such use in secunlies or obligahona which are lawlui inveslmenls for the Town of Vail, wish such temporary investment to 6t' made corssistonl with the covenant hereinaher provided i concerning arbitrage bonds. Neither Ina i purchaser of said Notes nor any holder fheroof ~ shall 6e in any way responsible for the epphcaf ion of the proceeds of said Notes by thu Tawn dr any of its officers. 1b. Tho Town covenants with the hoitler h! the Notes that II will make no use of the proceeds of such Notes at any limo owing ilia term thereof which, it such use had bean reasonably ex paCletl on the date iho Notes are issuod, would have caused said Notes to be arbitrage bonds within ins meaning of Section 1031c) of Ilia Inlernel Revenue Coda of 1954, as amended, and uie segulauons proposed Ihereu rider by Ilia Umlyd Status Treasury Dopar[menl, unless, under any valid provision of law hereafter enacted, She interest bard on the Ng1eS fa } shell be excludable f tom trip gross income of a feClpienl [hereol for Federal income tax purposes wnhdW regard to whether Or hilt such Nptee era arditrege bongo, or (hI ahail by exempt from ail federal income faxabon. 15, Thy Tgwn, acting by and through its Towni GOUnCIh 119 olfiCafS, of Olharwlsa, shall fadhfully and punciualky perform, or cause to .be performed, all duties with respect to the Imp09VilOn, exlenaign end collection pl 1#te sales lax pledged herein which may be required by the Conshtulion and taws of the Slate o} Colorado. the Hama Rulo Charter and the various resolutions and ordinances of the Town. including, without limitation, the proper segregation of thrs Net Sales Tax Receipts and (heir application from lime to time to the Sales Tax Fund provided herein. 16. At any lime and dt all times, iho Town shall, so fares it may be authorized by law, pass, make, do, execute, acknowledge, deliver, and file or record all end every such further Inatrumen[s, acts, assignments. transfers, other docu manta, rid assurances ea may be necessary ar dealrahle for the palter assuring, granting, assigning and confirming ail and singular tits rights, Net Sales Tax Receipts, Sales Tax Fund and other funds and accounts hsroby pledged or assignyd, or intended so td 6e, or which the Town may hereaflar become .bound fo pledge or to assign, or as may 40 reasons ble and required tg carry dui the purposes of this Ortlinence. The Town, acting by and through its Town Council, its ofticors, or otherwise, shelf al all times, to ilia extent permitletl by law, defend, preserve and protect the pledge of the Nof Sales Tax Receipts, iho Sales tax Fund and other funds and accounts pledged hereunder and alt the rights of the holder of [he Notes authorized herein against alt claims and demands of ail parsons whomever. 17. TheF vin hereby werranee and eo~enema that upon the data of issuance of the Notes, ell conditions, acts and things required by [he Constitution or etatulea of the United Stales, the Constitution or statutes of fhe Slate of Colorado, the Town Gharler of the Town of Vail, Colorado, or this instrument, to exist, to have happened and ~to have bden performed precedent [o or in the issuance of [he subject Notes shall exist, have happened and have bean performed, and the Notes, together with all other obliga[iona OI the Town, shall not contravene any limitation prescribed by the Cdnatitutignal or statutes Of ilia United States or the Constitution or statutes of the Slate of Colorado or the Town Charter, resolutions or ordinances of Shy Town of Vail, Colorado. 18. Tha Town will keep proper books of record anQ account showing complete and correct entries of all transactions relating to the Net Sales Tax Receipts and the Sales Tax Funa established herein. Any holder of the Notes, or any duly suthorizetl agent or agents of ouch holder, shell have the right during normal business hours fo inspect all records, accounts and dale relating thyreto. 19. The Town, its ovlcers, agents and employees, and its Tawn Council, shall nqt take any action in such manner ar to such extent as might pre}udice the seeurily forthe payment of the principal of and Fhe imerest on the Notes. No contract shall be entered into nor any other achon taken by which the rights of any holder of the Notes as provided and limited 6t' this Ordinance might be prejudiciaElyentlmateria#ly impaired or.diminished. 2D. The Town shaflpromptlypaytheprincipal of and the interest on the Notes issued hereunder and secured hereby at the places, on She de[os, and in the manner specified herein and in the Notes according to the true intent and meaning hereol, 21. When duly executed and delivered tar the purpose pipet@etl for In this Ordinance, the Notes shall cdnstilute warranties dy and on behalf of the Town for the benefit df each and every future holder thereof, that the Notes have bean issued 1vr a valuably consideration in fun cgnlormity with law. 22. Any holder of the Notes issued hereunder shell be entitled to all of the privileges, rights and remedies provided or permuted In this Ordinance and as otherwise provided or permitted by law or in equity ar by other statutes, Nothing herein affects or impairs the right of any hoitler of the Notes [o enlorce ilia payment of Ilia principal and interest duo in connection therewith al the time and place expressed herein, and in such Notes. 23. Alf action heretoforelaken by the Townol Vail and by iho officyrs of the Town (not Inconsistent herewith) directed toward ilia authorization of the subject Notes for the purpose of providing funds to defray in whole or in part [he ordinary and necessary current expenses and the contractual obhgabons of the Town, be end the same is, hereby ratlhetl, appproved and confirmed. P4. The ollicers df the Town are hereby aulhdnzed and directed to enter into such agreements and take all action necessary or appropnale to aflocluala Ilia provisions at this OYtlmanCe and to Comply with the rsgwroments of law, Including without hmmng the ganerairty of Ina toregoeng: SaI the oxecuhon of such ceruhcates as may oe reasonably required by the purchaser o! the Notes relating to the lynure end identity of iho Tawr, olhclals, 1ha reeei pl of the Notes' purchase price, and. d m accadaisce with the lads-the absence df hllgahon, banding or threatened, aflachng the validity of the Notes, and fb} the making pl Ihy venous statemen;s, ryCita la certtliCanonE and warranties provided for In the form of Nole eat forth in Ines Ortlrnence, 25, Except as Harem otherwise expressly provided, nolmng harem expressed qr impNed. iS intended or shall be eonslrued to cantor upon or to gwe to any person, other Than !ha Town. Ihy Town Council, end the holders from lime to Lima of Shy Notes, any right, remedy or claim under dr by reason hereol or any covananl. condition ar sflpuiahpn heryin contelnetl 6t' and on behalf of Ihy Tawn shall be for the axle and exclusive benefit o1 ilia i'own, the Town Council and any holders oltha Notes. 2fi. No recourse shall be had lorthe payment 01 The principal 01 and the interest do the Notes or for any claim based thereon or otherwise upon this Ordinance authorizing its issuance or any other instrument pertaining thereto, against any individual member of ilia Town Council or any officer or other agent of the Town, past, present or future. yither directly or indirectly, through the Tgwn Council or the Town, dr otherwise, whether by virtue of any Gonstil dh on, slatUte Or rule Of law, or 6t' the enforcement df any penalty or otherwise, au such hability~ if any, deing by the acceptance of the Notes and as a part qi Ihy consideration dl its issuance specially waived and released. 27. All ordinances, acts, orders, or resolutions, or parts thereof, taken 6t' the Town of Vail and in Cdn1HCt with this Ordinance arc hereby repealed. This repealer shall not he construed to revive any ordinances, acts, orders. resolutions, or parts thereof, heretolora repealed. 28. This Ordinance is, and shall constitute, a legislative measure of ilia Tawn of Vaih and otter the Notes hereby authorized are issuod sold and outstanding, this Ordinance Shan constitute a edntract between the Town and the holders of said Notes, and shall be and remain Irrepaalahle until said Ndles and [he interest accruing thereon shall have been Sully paid, satislietl and discharged. 29 Thy proper ollicers of the Town of Vail, Colorado, are hereby authorized and directed to pay or cause to da paid the interest on She Notes hyrein authorized as the same sahh accrue, and the pnncipaE of said Notes at or before maturity, without Further warrant or order 30. II any paragraph„ clause or provision of this Ordinance is {udicialYyadjudgedinvalid hr unentorceahle. such judgment shall not afle:,t. impair or Invalidate the remaining paragraphs. clauses or provisrons hereof. the infonlion being that the venous paragraphs, Clauses gr provisions hereof are severable. 31. A public hearing on this proposed Ordinance shau be held by the TownCovnci#at T30 p. m. on Tuesday, November 21, 1978 at the Townot Vail MuniapalRuiltling,Vail,CoVorado and it is hereby ordered Ihat notice of said meeting be given as required by law. INTfiODUCED. READ ON FIRST READING, APPROVED AND ORDERED PUBLISHED ONCE IN Fll LL this 7th day of Novemder, 1978. TDWN OF VAIL Rodney E. Slifer Mayor ATTEST: Colleen M. Kline _ . Town Clerk Published in The Vail Trait an November 10. 1978. 7a4~iv:.~~e. {r 1 r t ~ ~ ,~ ~ C [~ fo M 0 ~ ~ . o ~+. ~ ~ ,~ • c~ ~ : `, a, ~ m w a. m 41 o ~ f7 V j I K A o ~ m a ~ ~ m ~ o 0 " ~' 'G ~. N ~ R ~ ~ ~. ~ ~• ~ ~ f a ~n ~ ~ ~ ~ ~ ~ ~ ; ~+ a ~ O k ~ ~ ~ } ~~ n ~`~ ~ °°~~~ ~~~.~~ a' ~ a v p o ~~~ ~~~~ ~~a~o~ ~~ :>~~~~ ~s ~~s~~ ~~ ~~n~~~~. ~~~~ ~~' ~ ~ '~:~ ro ~~ E ~o 0 a ~A a C7 CO ~ ~k ~ ~ C• a ~C 0 ~~xm~~my~~~ gg~~ ~' ~S ~~•i~w 3g~g~~9~ :.I°. 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O ~a ~lnwm-~...... {d ID~»~~~ 4 ~m~ p ~~ m'-I» 7. 3i ,'~~~ ~ ma~~ma _ a.i m 2mCe„~'g.' ryry ~^m,~m3»a ~~$m s rg+..t $, ~~Q.~.. _ .t ~_. o_.o ma a F s. ~ ~. .+~ gin wo To 5»ro gp~ ~. ~ a nti» ~. w moo~~a ~ -ID a ~8'~ ~ i5~~my< ~ mgQdxg ~~• ~ ~~9mo~~ ~`•c~'uo~ na ~^. ~:. . Coo pt n 3 _ m < w m a. w ry ~z' ~; ~ j ~.. '~~~..~ws-oi,~N~''mK3amomp, m~~~.~.!~~-i~w~s~~~m@~n.~$`O~o"~~~7ptl o~0 ~4~ ~; ~^) r~Cxo~f,,p',~~a~m'n~.m',m~'~~}u`$~~-~~»~~°n:.GOm3~Ne`d ~~~~=~':~; nim -°.~°e ~~ti'f„~' ~~~~~~ • a • c) The Net t381ed Tta% Ra¢dlpta of th6 Towr or .sales texas- Imvoaad during !hd monttu~'ot. December, 1978, and January and February,;) 1979, available for payment ai the Noted era t subject to s Ilmitsitan oont#Ined in Ordinance No. 11, Series of .1973 of the Town of Volt, that-~ litly percent of ail of the revenues dsnyed from the subject four percent }4911 salsa tax shah be; davatedd to and s eclfically earmarked forthe acquislilon of real estate }or public purposes of ~ the Tawn of Veil and also for the acquisltion, . constructkon and'aqulppping of buildinge:and .; facilitlea for the use and tt~ne1110} the reeidahta of the Town of Vall, Includin tha.amgrtlXatton ri of any bonds of iha Town of~jal! issued for any. of geld purposes, For such purposes, rho Town . hea previously Issued oerteln bonds:.and may Isaua adtlltlonal bands, and kn the various band - ruttlorizing Ordlnancea the Town has pleiiged and set aside (or may In the futuro pledg~i'and set aside) alt of the sales !ax revenues of the Town derived from a sals6 tax o} two percent 296} as authorized 6y said Ordinance Ne, 1i; rise of 1973; to pay the principal of and the . Interest ' on said bonds. Aeeordingly,' Atha shod-term Motes authorzed herein shall Hausa Ilan on ins Net Sates Tax Receipts of the Town which is auhleat to the Town's past, ppr~easntdhd ; tuturQ right o} appllcatlon. o} 509rr' of,`aaid.. receipts for the. acquksiaon of real, estate.}or' public purposes of the Tnwn and also Mr the ecqqulaltlan, ConsiruCtion and equipping of , bulldlnppa and iaCllhlsa farthe use and banafit of iha re6`danta of the Town.end eNO Tar the purpas of paylnp the prirtatpal o} and the interne! on the Town's past and futuro bonds. issued for the purposes o} Ordinance No. ~1, 9ariea.oir}pEa59~ff86~U`a1~YP. •' -:::~~'' ~~ 4. Subjeaf to the right of rile Town to expend ~., Oalea tax roYenllea, solar lord Cdntracte antl"• Isaua bonds as referred to In paragraph 3c above. the Town shal!not Ieeueany shoo-temp -_ Hates, anticipation warrants, bonde'or other i securitlea In eddltlon l0 or other than the -! subject shoo-term Notes, or otherwise ante into any conllacla payable in whole or in part out of the Net Sales tax Reeeipta of the Tawn collected 6y reaean of sales taxes Empoa#d tor' the menthe o1 December, lg7B and January and February, 1979, and having d uen on said Nat 3alea Tax Receipt~rlo- or superior ta, a pn a parity wifh the I en an said Net' b Isf T#x~ ~' Receipts created herein to secure the payment o} the principal of ,end the interest on: the': au6~ect short-term Notes; provkdad, howwar, - not Ing herein shall 6e construed u ilmglnpQ the light or the Towrt to Issue .any auoh, abligaliana or enter Into contracts which ra subardlnate to the Net Sales TAx Aecalpta- herein pledged for the payment of the subject ' .hart-tarmNatas, - 5. The Town warrants That its Ordinance No. 11, Series of 1973, is now In foil forr:e and aHtacl . and hoe not been repealed oramended, ~ „ ; drat Ordinance No. B, 3arles of 1974, emended.- said Ordinance Na. 11 doncernin the tarp-:; schedule for sales taxes Imposed by Ortllaenp -: Na. 11, Serlea of 1873. With reapact to the months of December 1878, and January rind Fe~ru~ry,1979, the Townot Vail shell not repeal its Ortlinence No. 11, Serlea of 1973, and the Town shall oat amend said Ordinance-In- s.. manner which would dlminl9il the salsa tax revenuo security for said Notes. ~: 8. Tho Town shelf levy, impose, admknbler, anlorce and celiac! the sales to%aulliorized by ~• Town of Vall Ordinance No. 11, Serlea of 1975,. to iha extent, of an amount not to be lase than "-- lour percent {4qb) of gross receipts derived from, _. the sal@ of tangible personal property end iha ,~ furniahing o! services craw or reafter subject to the Town's sold salsa tax during iha rrlanth's',~ _ of Oecembdr,197B; and January and Februar~~; . 1879. - -- ^:=t'+ e' :red on all al reta9 a, and hereby are Irrevocably ahd solely eaelg pledged and set aside to pay the prlncipi and the Interest an the Notes,-as the a became due std peyebke, subject onlyy to prior antl superior nghte to and any pladg fifty parasol of Bald setae tax- receipts apecllled : In paragraph 3c hereof. ' - first d Nef E nand ptetlger~andrthe obligation Yo pelrfQrm th contrtatyycAeat provialons hereby made shell hav Pa'bIIltlea vof tf~e Drown t (exceptg also beret otherwise expressly provided), end~~iha liemc a 9lepalrt ese hav€ng cialmanaf bony kind In stto~n contract or otherwise against iha Town {exoap sa =herein afherwise expressly providatt frreapective of whethersuch parties havenogc thereof. -. , , ..~ • : ~. autetending and npetd, except~as oEhelnrl~ provided herein, iha entire Net ~Sefea Tia Receipts for the months of December, iB78, and January and'February, 1979,' upon theh receipt )rpm time to time by the Tawn, aheN be set aside and credited Immediately to E separate spaclaf fund hereby authorized antl created, known as iha "Town of Vail, December, 1978, and'JanuarY and Februarys 1878, Sales Net SelcespTaxnReoelpt - sole collecteddl y the Town shat! beheld separate and apart tromtha other funds ar accounts of the Town end;ha satire proceeds held In said Sales Tex Fund (except as haroln o[harwlse-expreaaty provided) ors herebyy pledged~to secure tfte; payment of the principal of and the Inlsreet.a+t: ' ha subjectehort-,1ermNOlsa.IJpponpaymaritln~ tun of the principal. of and the Intsreat on said Notes, any r#maimng proceeds of Bald SsNS: Tax Fund may 6e used En any lawful determined 6y the Tawn.'! ` <!=:~. ~tti~rk ,0. Fo! ao loud ea the Notes herebvautttarF a}First, OII or before rife 1st olaaa iha Tawn shell pay the En t N h} Secdndly; an or ttefore the'tatday 1979, the Tawn ahaa pay iha prln9lpa ~. iVol~s,~ - . . 10. The Town cwenanla and warrants ffiat ` except as providedin paragrapt 3o ebo4e, them era no pledges of ar liana onihe,Net SBIes Tex Receipts of the jown to be Imposed and' collected far the mordhe of Deoamaar, 197$,. and January and February. 1979; in addltkan to or other than the pledge and Ilan thereon cfealed by this Ordinance. ' ~~ ' 11. Tire sums herefnbefore provided to pay) the principafo} and inte~g1 d for thajtea'whsn due, are herebyepprop P Pte: and sold amounts shall) txr IncEuded In the 1978 annual budget and approprlatlon ordinance or measures to be adopted and passed ray eta Town Cou soli of the Town for iha year 1979. No provislona of any ConAtltu[ion, statute, oherter, ardlnance, resolution, or other _ order o- measure enaptatl after the issuance of any of the NO[sa herein authorized shall In anyy manner be construed ae limiting or Impainng. the, oblldatlon of ttxi_TOw_rr_to levy, >)mptteet, ai u a r e ~le ie W ~I h n a, ' It shell be the dory, ,q: ame and In iha enenrter r- levying other Tawn taxes. n'rlaeeasary to eHactuata t h• Ortllnance; toratiryandcarry outthe proviax e: hereof with reference tottte levy andcollert as of the salsa texas herein epacllled, antl a ei Council shell rimua malttanidaend Collect a of Tawn to levy, p ,gi setae taxes in the manrrer provided by law the n„rnnee of eravidtna funds lorltw paym s, o} said Notes as nerolnbatore aprtanea texcepl.; ~ ~i2 Silid f+fotes ahalE beexayautad kn the r}tinta and do flehaif of said Town wlth.tha manvat:; •slgnsture of its Mayor: ,or In-the absence ar' ) disability o} the Ma9ar, me~MayarPro Tern;.; ~ shall bear anlmjiresslonpfiheseakaliheTown- antl shall be attested by the manual signature o>4 ,; n thsTownClerkofthetown.SaidNdteaehallbe,: :n In aubatantlally the following Corm +*` tit - x ~t • (FORM DF NOTE) . ° ti? t , Uh11TED STATES OF AMfSRIGA , ~= STATE OF COLORADO ~ a~ ~e ,, COUNTY OF EAGLE tht 'y,~ ' _ _ '~ TOWN OF VAIL` , ~ ~'~'~' c ~ SALES TAX ANTICIPATION :+.~:.,n, rt SHORT-TERM NOTE.;,:-„?.?~,~:,q; a The Town of Vail, in the County: of Eagle#nd I. Slate of Colorado, for value raeajved, hereby tJ promises to pay to the order of :~ t'rr::'~tt.':.t-~ a solely tram the NetSefea t Tax Receipts gravidad therefor, arthe afflce of iha Town, in Vail, Coloreds, the sum of S i:'i'~* t wkth.lntereat on the unpaid balance tliereol at the rate of "pergant par annum tram the date', I hereof unu4 paid. ., . •.:.;:: -;:.,,,..r=: , ~ .The pnncipal hereof and the Interest hereon' : will be paid In lawful money of the United Stelae of America on ar,bafpra May 1,1978 solely antl only from the Mot Sales lax Recalpts.of the sa pn au at retall'i the Tawn lima wnnout pan#Iry ar paymantkof::~fty prepayment premium. :..,,-•,r~fs~;zt This Note b Issued In anticipetlori of aaEil Net Sales Tax , Recelpb, far the month of December,• 1978, add January and February, f 1879, to provkde lunds to meat and defray the l ordinary and neeeaaeryry currant expenses and the contractual obngallans at the Tawn ot.Ven: ' This Note and the interest hereon do trot constitute a general oblEgafion of the.Tawn of Veil and the full telth end credit of the Town of Vail is oat pledged for the payment hereof, fhb Note la no- payable in whale or In part from the proceeds of general property taxes qi the Town of Vail. This Note antl the Interest payable' hereon are limited Special obllgaUoha O} the Town of Vail and are payable end colldalibfa solely out of end ere secured by an krevocabla- pledge of the Nat Sales Tax Receipts o1 the Town of Vall when, es, and if collected Irom tha- levy, Impoaitlon, extenaian errd collection of the.• Town's sales tax Imposed on •all salsa of tengibte personal preppee~rtyy at retail end ttw~, lurnlahing of services' within the Town durlnQ iha months of Oecember, 197$•'ind January and February, t979. which Nat Sales-. Tax Raaelpta era ao pladpad, era more apwtlloally provided In Ordinance No. ,Sarin oT 7970,: adoppted. : -:;.;, :- , 1g7a. fixate Town.Cnirnnit at 11r Town•of:Vakf:Rhh°1 took to any ganersl a ottf'srfund oi' Ipa~ `~ '" far ttt~0 peyrttartt aNtba prtaalpat o} ittd tq ~ t n t te, except the special Net t3410eTaia! Recalp(a~ and iha gales 't'ax Fund"ppI ~~ 'there ar. Nothing herein sI1aIF t}a opnatru suthorhing any aeaesamerit or levy of an y..~~ or aeassaments for the paymenE of the p ftnap#1 ,oi antl the interest on this Note, except fdraid sales faxes for the months of Oecamber, f97$, '' and Janusry and February, 1979. ` ~ payment of the principal of antl the Interest' t an this Note shell be made solely from and 0a. F eeeunty far such payment, there la irrevocably . pledged, pursuant to the Ordinance, a speabl - nd thereby created and identified rid the:,; "Tawn of Vall, December, 1978, and Januuauyy ; and Fobruary~ 1978, Sales Tax Recaipt~Fund"se. itha "Salsa Tax Funtl"1 Into which fund rite Town covenants to pay the' Net Safes Tik RacetPta.ot the Town from the imposition a(Ihe Town s four percent (49i} salsa tax during the months o! December, 1970, and January #nd'- Fsbruary, 1979, provided that the lien seouring , this Note on said Net Salad Tax Receipts and - Bales lax Fund ie subordinate to any 118rt thereon arising out of Iha rlghE oT the Towh to ` devote iha Nal Salsa Tax Receipts received - from ssal~a tax of two percent (29h) for,the. acqulelllon of reel estatefor public purposes of ate Town and also for the acquieltlon, ' canatructlon and equipping of buiidings and s facilitlasfartheuaeandbenefitofthere6ldenis i of iha Town, Including the amortlzatlon of any hands of the Tawn Issued for any of-;aid i purposes, ail a9 is more ipeCillcaily eat forth in t the Ordinance. - .,tor iha par. e Interest on Gf the Town r It k8 hareoy rattrap, cenmea end warranted .that for the payment of thin N61e and o} the Interest hereon, the Town of Vsll hea created i ~ and wlx ma€nbin Bald gales Tax Fund and will i deposit therelp all Net Sales lax Receipts for the months of December, 187$ and January end February, 1979, as provided In the Ordinance, and out of said spaclaf Tunds; as anl'rrevacabre° charga.thereon,,the Town of Vall will pay this Note and Interest fherean, in the' manner'. provided by said Ordinance. The Net Sales Ta% Receipts o1 the Town • of Vail > from she •. i imposition oFasld sales tax during the menthe of December, 1878, and January and February" 1978, era {exceppr ae otheiwTse~express y I prov€ded in this blots and In the Ordlnance- t assigned, pledged and set aside to the payment t o1 this Note and Iha interest hereon In t entlc€patlonof[hecoklectlonafsaldsalaslaxea t for said months, { The Town or Vali covenants and agrees with t the holder of this Note and with each and every I personwhomaybecometheholderfiereofthat r It will keep and will perform all of tae covenants of the Ordinance and of this Note.,, Reference ks herebyy made to the Ordinance a for a deserlption of the pravlaions, farms and i contlltlons upon which this Nota la Issued end ,~ secured, Including without Ilmltatlon, the r nature and extent of the security far this Nate,. t the eollectlon and dlaposlllon of the rdvenuea ~~ and monies charged with and pledged to the paymentsof thin Nole, a descriptloh o1 the j spacial fund referred to above and the nature and extant of the ascuriry and pledge aHarded thereby for the payment of fhb Note, as well se the rights, dutin and oblipationa of the Town o} Vail and Its Town Council and also the rlQhta of. the holder of this Note. j It is hereby certllled, recited end warranted that aH acts. conditions antl things required by law td be done precedent to antl In the laauanae hereof have been properly done; that ell the r ulroments of law have been fully eompilsd wl~ by the proper offieera of the Tawn of Vail in the beuance of this Note; that It Is ~ Issued pursuant to and In strict conformity with the Constitution and laws of iha State of Calgrado, the Hgme Rule Charter, ordinances end resdullans of the Town dl Vail and pursuant to an Ordinance of said Town duly adoptad, putigahetlandmedealewatsaitlTOwnprlorto the Issuance of this Nate; that this Note does not contravene any CorisAtWtonal or atatutory• f Ilmitallon or any provision of the Home Rule .- Charter, resolutions or ordinarq~~ss of the Town 9f Vail; and that this Nate is hs~ed under the r authority of the Ordinance. Far the payment of this Note and the Interest hereon, the Town of Vall, Colorado pledges the exercise of all of its lawful corporate powers. IN TESTIMONY WHEREOF, iha Town.. Council of iha Town o1 Vail, Colorado, has caused title Note to be executed In the Hams and On behalf of said Town with iha manual signature of iha Mayor or Mayor Pro Tam of { sold Tawn, to be sealed with en impreaeian of the seal of avid Town, and to be attested by the manual signature of the Clerk tharaoL aiF~as or i Eha day of . 19 TOWN OF VAIL, COLORADO ; 6y 4'~1r , r TOWN 9EAL '. ~ ]ATTEST: t Town Clerk {END OF FORM OF NOTE] I 13. Sold Notes, when executed a praNtlad I herein and bylaw, shall 6e delivered byanpp one ! 'ot the offlosrs o} the Town !a the purchaser thetas}, upon payment to the Town o} the par ~ value thereat, Tha proceeds derived from the sale of the Nolen shall be used axcluUvely }w . the purposes stated heroin, provided, however, . that any portkpn o} such proceeds may its temporarily Invented pending such use Iri eecurlllas or obligation& which are lewtut Investments for the Town of Veil. with aueh temporary Investment to be made canelstent,' ~whh the covenant herefnaiter provided concerning arbitrage bonds, Neither the purchaser of Bald Notes nor any holderthereof shall be in any way responsible for the appllcstion of the prxeeds of sold Noteshytha i Town or anyy of its officers. 14. The Town.covenanta with the holder ot" iha Notes that It will make ~no use of the prxseds o1 such Notes at any time Burin iha term thereof which, if such use had ~ean reaednably expected on the. dais the Notes era issued, would have caused Said Notes to tie ` arbitrage bonds within the meaning of Seation't 1g3(c] of the Internal Revenue Code of 1964, a6 amended, and the reguiationa proposed t thereunder by the United States Treasury 1 ncnot euch',Notee are arbitrage OgnGae• 'shaft Fie axempt,`from al! ; etieri~T,a, , ~ texatlOR, '~`+'ai a 16. Tha-Tawn, acting by and through IlaTown~.` .Cauncll, Ira 'ofllcers, or otherwise, •hail .faithfully and punctually perform, ar cauae'to I rte performed, all duties with reapact to the ! impposition, oxtenalon and cohectkon of the :, saleaiexpled edhereinwhlchmeybsrequlrod by thn Cansi~tutlon and laws of iha State ol„ :> Colorado, the Hame Rule Charter and Eha ' various reaolutione and ordinances of the _`: Tawn, including, without Ilmitation, the proper. eagregation of rho Net Sales lax Receipteand-;: their application. tram hma ie time to the Sala Tax Fundrprovitled herein. ' '1 18. At any ama.and at all times, the-Town r shall,aafaraeltmaybeauthoriz~dby law, peas,'; make, do, execute, acknowledge, deliver, and -z, Ills or record alt antl every such ,further Instruments,acts, aesignmenta,tranafers,other documents, and eaauroncea as' may: 4e , neceaeary~or desirable for the better aaeurtng, c=, granting, asstgning and cpnflrming all ends, singular the rights; Net Sales Tax RacslpU, . Sales Tax Fund and other fund9 end accounu.-_ hereby. pledged or assigned, o[.inlendad as W - be, or which the Town may hereafter become hound to pledge or to assign, ar ae may b! reasonable and required to carry out the purposes of this Ordinance. The Tawn. acting by and through Its Tawn Council, Ns ofllcera, or otherwise, shall at all limas, to the extent permitted by law, defend. preserve antl protest the pledge of the Net Sates Tax Receipts, the Sales Tax Fund and other funds and accounts pletlped hereunder and all the rights of the holder of the Notes eutharizsd hOreln apa~nat all claims and demands of all persona .~r~nmever. - r*„~,,,_ 47. T on the data ob sau~artce of the that up eondltlons, act9 and thin require Gan nneatl /an O tl 6gtu~„ Of Thi COlored0, Or Tn19 +neuhe~' bNn r pe[fOrdfaG ~' happened and to he .. precedent to Or in the lssuanc~e andhara _, . Notes ahsl exist. have haPP~ tom. +ir;ilh•-. al '. ~' Performed, and the Notes, toga other ' obltgatiomimoati0hn P a Cribed by the > contravene any Conahtutton of statutes at the UNted States or . the Constitution or atalutes of the State at rptorado or the Town Dt18rtet, resolutions or . X18 aThe Tovm w)j+l keaP,•Pr~rob0oks of - . record and account showing complete and" -~correc4entrlee of all traneacttons relating [o tne~.a 6etabliahad Hers n~AnY hotdar 61 the Notes. or ~; any duly authorized agentgor agents of 4ttchx+a holder, shalt have the allheoords,aoC ~ ~~~ businasa hours to Inspect ,,. .~,., ~grt,r~gte Lelattn~g th_eeeto~c~g, agonta and t9. The Town, Its officera,'agenta a'i~° " employees, and its Town CauneN, snail nottake any action In BlrCh manner Or t0 ouch extent 84 ;~ mfghi pre(udice the security forthe Payment of the principal of and the interest on the Notes, i No contract shall be entered intonoranyo-her action taken by which the rights of any holdarat the Noses as provided and limited by this Ordinance might be prejudicially and materially , . impaired ar tlimin'sehad. 20. The Town shall promptly pay thaprlncipai ,;. of and the interest on the Notes Issued' •; hereunderand secured herebyattheplacea;orr?^ the dates, and in the manner spectiied herein `_ and in the Notes according to the true intent and meaning hereof. ~2t. When duly executed and tlellvered forthe . purpose provided for in. this Ortlinanca, the floras shah constitute warranties by an`d ari' ~, behalf of the Town for the. benefit of each and every future holderthereot, Shat the Notes have--;~ bean leaned for a valuable consideration 1rtiulP^ Oanformfiy with lava, 22. Any hofderof the Notes issued hereunder shall be entitled to all of the privileges, rights • ` and remedies provided or permitted in This' Ordinance and as otherwise provided or"' permitted by law or in equity Or by Other atatules. Nothing herein affects or impairs the -'' right of any holder of the Notes to enforce the '~ payment of the principal and interest due in.~ connection therewith at the lima and pfade ~ °+~rr.mrsio.ar's' (•, ~,ICh NOte~. ' . AI! action heretofore taken by the Town pfa~.i I Yail and by the officers of the Town (not r inconslatant herewith) directed toward the i authorization of the sub)act Notes for the ' purpcaeofprovidingfuntlatodefrayinwhpleor in pars the ordinary and necessary current expenses and the dontractuai obkgati0ns of the Town, qa and the same is, hereby ratified, ,• approved andconf}rmed. 24. The offiCere of the Town are hereby authorizeA and directed to enter into such r agreements and take akl action necessary or i r appropNats io effectuate the previsions of this ! t Ortlmanceandtocomplyywiththerequirements I otlaw,includingwithoutlimitingthagenerafi oT the fore din ty ' y certificates as ay(be reasonablyl squired by 8 thepurchaserofl3teNafesrelatingtofhetenure i u and identity of the Town officials, the receipt of Ihe.Natea'purchaseprice,and,ifinaccortlance with the tact& the absenceof litigation, pending t or threatened, affecting Ihe validity of the t Notes: and (bj the making of the various r statements, recitals, cerhiications and i t warranties provided ter in rho form of Note sat ' forth In this 6rdinance, 25. Except as herein otherwise expressly , provided, noihing herein expressed or implied, ? is }mended or shall be construetl to confer upon or to give td any person, other than the Town. the Town Council, andehe hbiders from time to time of the Notes, any right, remedy or claim under Or_by reason hereof or any covenant, ; oond{fion or Stipulation hereof. All the covenaMS, atlpuiations, promiges and agreements herein confainetl by and on behalf of the Town snail be for the sole and exclusive . benefit of the Town, She Town Council and any ` holders of the Notes. ) i 26. No recourse shall Sre had for the payment ~ t of the principal of and the interest on the Notes ' I or for any Waim based Iheredn or otherwise , i upOnthisQrdinanceauthorizingiis+ssuanceor , y4; any ~^oilier~ ;~instrutttenR"~siertaining~`fFtef9tp; s agalnat any;)nt}Ivfduai member of Rtra:Tbwn d•,.(:auncif"tN.flr1V $ffiCar or othar'eaent 'rif'iha "enforcement of anypeneity or otherwise, 811 such kiability, i} any, being by the accaptanceof the Natea and as a pan of the twnstderation of its issuance specially waived and released. '27. Ali ordinances, .actsr orders, or resolutions, ar pans thereof, taken by the Town of Vail and in coMHct with this Qrdinanc8 are hereby repealed..'phia repealer shelf not be construed to revive any ordinances, acts, 'orders, resolutions; or parts thereof; heretofore repealed. .. :,; 2$. This Ordinance is, and shall bortstitute, a legislative measure W the Town of Yait, and after the Notes hereby authorized are issued,' acid and ryltatanding, this Ordinance shall constitute a contract between the Town and flee holders Of said Notes, antl shall Ua and remain irrepealable unFil said Notes and'tfre interest accruing thereon shall have been tally paid, satisfied and discharged. 28. The proper officers at fire Town of VaIE; Colorado, era hereby authorized and directed to pay Or cause t0 bB'pald the IMereat on the ~~ Notes herein authorized as the same aha)l accrue, and the principal of said Notes at or before maturity, without further wartatd`Ar i Order. -.^, :,.>}:,.:~ 36. If any paragraph„ clause or pro''sbn bt this Ortllnanca is judicially adjudgec s~.;,Sd ar r unariforceabl6, such'utlgment shall ~~ a•: ,iteci; -' impair or invalidate S~e remaining p.,~agrapha, . clauses or' provisions hereof, the intention tieing that the various paragraphs, 6fauses or, . provisions hereof are severable. , 31. A pubac hearing on this pproposed ' Ordinaneeshall beheld by the TownCouncilat + 7:30 p.m. on Tuesday, November 24, t978atths rs Townnf Vail Municipal Building, Vall, Colorado 7 and it is hereby ordered that nonce of sattl meeting be given as required by taw. INTRODUCED, READ OH FIRST READING, APPROVED AND ORDERED PUBLISHED 6NCE IN FULL this 7th day of November, ig78. ' TOWN OF VASL Rodney E. Slifer Mayor ATTEST: Colleen M. Kline Town Clark INTRODUCED, ADOPTED ON SECOND READING AND ORDERED PUBLISHED ONCE SN FULL this 21st day of November, 1978, Rodney 1« Slifer ATTEST: Mayor ~ Colleen M. Kline - Town Clerk PubiisRetl in The Vaff Trait on. November 24, 1978.